DATED2004
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DATED2004
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(1)
RIDGEWOOD
ROC II 2003 LLC
(2)
CLP
DEVELOPMENTS LIMITED
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relating
to the development of additional electricity
generation
plants on behalf of certain within mentioned
Project
Companies
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EVERSHEDS
LLP
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Xxxxxxxxxx
X0
0XX
Tel:
x00 000 000 0000
Fax:
x00 000 000 0000
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bir_corp\718934\4
THIS
AGREEMENT
is made
the day of 2004
BETWEEN
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(1)
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RIDGEWOOD
ROC II 2003 LLC
a
Delaware limited liability company trading in the UK whose registered
address is situate at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, 00000, XXX
("Ridgewood");
and
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|
(2)
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CLP
DEVELOPMENTS LIMITED
a
company incorporated in England and Wales with company number 04502342
whose registered address is situate at Xxxxx 00-00, Xxxxxxxxxxx,
Xxxxxx
Technology Exchange, Spa Road, Xxxxxx BL1 4AY (the “Project
Manager”).
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WHEREAS
(A) Each
Project Company:-
(i)
owns
an
operating electricity generating plant that uses landfill gas extracted from
a
landfill site pursuant to an existing NFFO Power Purchase Agreement; or
(ii)
has
committed to build an electricity generating plant at a site in order that
it
may sell the output of the plant under an existing NFFO Power Purchase
Agreement; or
(iii) neither
owns nor has committed to build electricity generating plant pursuant to a
NFFO
Power Purchase Agreement but has a landfill site from which landfill gas may
be
extracted
(and
in
the case of each of (i) and (ii) above such existing or proposed electricity
generating plants including their associated gas extraction, collection, burning
and handling equipment, transformers, switchgear and other associated plant,
machinery infrastructure equipment and apparatus from time to time shall be
hereinafter referred to as an “Existing Plant”)
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(B)
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Each
Project Company with Existing Plant is desirous of adding additional
generating capacity and additional infrastructure improvements at
its Site
so that such Project Company might use the surplus landfill gas to
generate additional electricity and each Project Company with no
Existing
Plant is desirous of constructing, developing and operating electricity
generating equipment at its Site in order to generate new electricity,
such electricity to be sold, along with its environmental attributes,
to
one or more third parties.
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(C)
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Ridgewood
has entered into an agreement with CLPE ROC -2 Limited, CLPE ROC
-2A
Limited, and the Project Companies dated on or around the date hereof
(“ROC Project
DSA”)
pursuant to which Ridgewood has agreed to procure, construct, install,
engineer, develop (to Commissioning) and make available for use by
the
Project Companies (using monies provided by the Powerbank II Fund)
the
additional electricity generation plants in order that the Project
Companies may utilise the landfill gas extracted from the Site as
stated
in Recital (B).
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|
(D)
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It
is the intent of the parties hereto that Ridgewood will at all times
and,
for the avoidance of doubt, during any period of development following
the
date hereof and after Commissioning, be the legal owner of the
Equipment.
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(E)
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The
Project Manager is willing to be engaged as aforesaid on the following
terms in
order to bring about Commissioning.
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| 1. |
INTERPRETATION
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| 1.1 |
Definitions
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In
this
Agreement and the Schedules hereto the following words and expressions shall,
unless the context otherwise requires or is inconsistent therewith, have the
following meanings:-
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“Commissioning”
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means
the stage at which the installation of the Equipment at the relevant
Project Company Site has been completed and the New Project has
been
consistently (over a period of 7 days) exporting electricity to
the
National Grid and Commissioned shall have the appropriate meaning;
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“Equipment”
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means
in relation to any New Project, the electricity generating facilities
together with all and any gas extraction equipment, blower fans,
xxxxx,
pipes and the transformers to connect the power generation equipment
to
the electricity distribution system installed or constructed on
the
relevant Site (other than, for the avoidance of doubt, the Existing
Plant);
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"Export
Capacity"
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means
the amount of electricity expressed in megawatts the Equipment
is capable
of exporting to the National Grid on a consistent basis assuming
that the
Equipment is operating to its maximum
capacity;
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"Fees"
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means
the fees payable by Ridgewood to the Project Manager pursuant to
Clause
7;
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"Group
Company"
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means
the Project Manager and any holding company of the Project Manager
and
its/their respective subsidiaries from time to
time;
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"New Project"
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means,
in relation to any Project Company, the project for the procurement,
design, construction, installation, development and Commissioning
on a
“turnkey” basis of the Equipment and all associated equipment to be
supplied by the Project Manager to Ridgewood at a given Site pursuant
to
the ROC Project DSA;
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“NFFO
Power Purchase Agreements”
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means
contracts with The Non Fossil Purchasing Agency Limited and those
in
connection with Scottish renewable orders including any replacement
contract with the Non Fossil Purchasing Agency Limited concluded
in
connection with the implementation of the new British Electricity
Trading
and Transmission Arrangements in Scotland presently targeted for
on or
around April 2005;
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"Project
Budget"
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means
in relation to any New Project, the budget of necessary expenditure
required to bring about the Commissioning of the same, as prepared
by the
Project Manager and agreed with Ridgewood’s
Representative;
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“Project
Companies”
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means
those companies listed in Schedule 1 and any company that may accede
to
the ROC Project DSA in accordance with the provisions set out therein
and
each one a “Project Company”;
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“Project
Manager’s Representative”
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means
Xxxxxxx Xxxxxxxxx or such other authorised representative of the
Project
Manager as shall be nominated by it in substitution for such
person;
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“Ridgewood’s Representative”
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means
Xxxxx Xxxxxxx or such other director, employee or authorised
representative of Ridgewood as shall be nominated by Ridgewood
in
substitution for such person;
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"Project
Timetable"
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means,
in relation to any New Project, the timetable of principal events
in
bringing about Commissioning of the same as is set out in Schedule
2 or
any changes thereto prepared by the Project Manager and agreed
with
Ridgewood’s Representative;
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"Services"
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means
the services to be provided by the Project Manager under this Agreement
as
described in Schedule 3;
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"Site"
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means,
in relation to any New Project, the landfill site on which the
Equipment
concerned is to be constructed and/or
installed.
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| 1.2 |
Words
and expressions defined in the Companies Xxx 0000 (as amended) (the
"Companies
Act")
shall (unless the context clearly does not so permit) bear the same
meanings where used in this
Agreement.
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| 1.3 |
The
ejusdem generis rule of construction shall not apply to this Agreement
and
accordingly general words shall not be given a restrictive meaning
by
reason of their being preceded or followed by words indicating a
particular class or examples of acts matters or
things.
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| 1.4 |
Words
importing the singular shall include the plural and vice versa and
words
importing any gender shall include all other genders and references
to
persons shall include corporations and unincorporated
associations.
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| 1.5 |
References
in this Agreement to statutory provisions shall be construed as references
to those provisions as respectively amended consolidated extended
or
re-enacted from time to time and shall include the corresponding
provisions of any earlier legislation (whether repealed or not) and
any
orders regulations instruments or other subordinate legislation made
from
time to time under the statute
concerned.
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| 1.6 |
References
to this Agreement shall include the Schedules hereto which shall
form part
hereof and shall have the same force and effect as if expressly set
out in
the body of this Agreement.
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| 1.7 |
The
Clause headings in this Agreement are for convenience only and shall
not
affect the interpretation hereof.
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| 2. |
APPOINTMENT
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Ridgewood
hereby appoints the
Project Manager and the Project Manager agrees to accept such appointment and
to
perform the Services on behalf of Ridgewood in respect of each New Project
upon
the terms and conditions set out in this Agreement so as to enable the
procurement, design, construction, installation, development and Commissioning
of Equipment at the Site, or such works on behalf of Ridgewood as may be agreed
in writing between Ridgewood and the Project Manager.
| 3. |
SERVICES
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| 3.1 |
Subject
to Clause
3.2,
the Project Manager will provide the Services in relation to each
New
Project causing the minimum amount of disruption to the operation
of the
Existing Plant as possible. In relation to any New Project, the list
of
services set out in Schedule 3 may be amended at any time and from
time to
time by written agreement by Ridgewood and the Project Manager in
respect
of all or any one New Project.
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| 3.2 |
Where
at the date hereof, some Equipment exists at a Site then, upon payment
of
the fee payable in accordance with Clause
7.1,
the Project Manager will transfer or cause to be transferred to Ridgewood
legal title to such Equipment and Ridgewood shall make all such Equipment
available to the Project Manager to complete Commissioning in accordance
with the terms hereof.
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| 4. |
PROJECT
MANAGER’S AUTHORITY
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| 4.1 |
The
Project Manager shall have the authority to act on behalf of Ridgewood
as
its agent solely to the extent reasonably necessary for the Project
Manager to carry out its duties and to provide the Services hereunder
and
for no other purpose.
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| 4.2 |
Ridgewood
shall indemnify and keep indemnified the Project Manager for any
loss,
damage, costs and expenses suffered or incurred by it as a result
of the
Project Manager acting or purporting to act on behalf of Ridgewood
where
the Project Manager has been authorised in so acting, either pursuant
to
Clause
4.1
or
otherwise.
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| 4.3 |
The
Project Manager shall be entitled to hold itself out as agent of
Ridgewood
for the purposes of properly carrying out the Services in relation
to each
New Project and Ridgewood shall confirm the appointment of the Project
Manager.
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| 4.4 |
At
no time shall the Project Manager claim ownership of or any right,
title
or interest to the Equipment and the Project Manager shall do all
such
acts and enter into such documents as may be reasonably necessary
and
always at the expense of Ridgewood to vest ownership of the Equipment
in
Ridgewood.
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| 5. |
LEVEL
OF CARE AND APPLICATION OF
RESOURCES
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| 5.1 |
In
carrying out the Services the Project Manager shall exercise such
reasonable skill, care and diligence to be expected of a competent
consultant and project manager experienced in undertaking services
similar
to the Services in relation to projects of a similar size, scope
and
complexity to the New Projects.
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| 5.2 |
The
Project Manager shall make all necessary visits to each Site for
the
proper performance of the Services, to inspect the progress and quality
of
the development of the New Project thereat and generally to ensure
the
proper execution and Commissioning of that New
Project.
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| 5.3 |
The
Project Manager shall devote sufficient resources to perform the
Services
in accordance with the terms
hereof.
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| 6. |
UNDERTAKINGS
OF RIDGEWOOD
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Ridgewood
undertakes to provide the Project Manager with all information as may be
relevant, required, requested or of assistance to the Project Manager in the
performance of the Services.
| 7. |
FEES
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| 7.1 |
Subject
to the provisions of Clause
3.2 and
12.6,
the fees payable to the Project Manager for the provision of the
Services
in relation to the New Projects hereunder (exclusive of VAT) shall
be a
fixed fee of eight hundred and fifty thousand pounds (£850,000) per
megawatt of rated Export Capacity Commissioned at each Site pro rated
to
the extent that such installed Export Capacity is expressed in other
than
whole megawatt amounts (“the Fee”).
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| 7.2 |
The
Fee payable in accordance with the provisions of Clause
7.1 shall
be paid by Ridgewood to the Project Manager or, as the Project Manager
may
in writing direct, in accordance with the terms of the Project Timetable
and will be paid on demand at such time as payments are made or
commitments are entered into where such payments or commitments are
of a
material amount and are entered into and/or made with respect to
a New
Project. Materiality is to be determined by the Project Manager acting
in
good faith.
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| 7.3 |
If
the Fee or any part thereof is not paid on the due date, Ridgewood
shall
be liable to pay interest on such sum from the due date of payment
at the
annual rate of 2 percent above the base lending rate from time to
time of
Barclays Bank plc, accruing on a daily basis until payment is made
in
full.
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| 7.4 |
The
Project Manager shall pay to Ridgewood with respect to each New Project,
an amount in lieu of interest equal to 0.8333 per cent per month
(or part
thereof) on all amounts advanced to the Project Manager by Ridgewood
as
progress payments with respect to such New Project pursuant to
Clause
7.2,
such interest to accrue up to the earlier of (i) the date of Commissioning
(ii) the date, if any, upon which the Equipment is resited under
Clause
10.2
and (iii) the Relevant Project Company Long Stop Date (as defined
in the
ROC Project DSA).
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| 8. |
DURATION
OF APPOINTMENT
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| 8.1 |
Subject
to Clause 8.2,
this Agreement shall remain in effect in relation to each New Project
until the New Project concerned has reached Commissioning or until
it is
agreed between the parties that there is no reasonable prospect of
that
New Project Commissioning and the Project Manager shall not be entitled
to
terminate this Agreement except as otherwise provided herein.
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| 8.2 |
Ridgewood
may terminate this Agreement by giving 21 days' notice in writing
if the
Project Manager shall commit a material breach of its obligations
hereunder and shall fail to remedy such breach within a reasonable
time of
notice of such breach being given to it. The right to terminate this
Agreement granted to Ridgewood under this Clause 8.2
shall be without prejudice and in addition to any other remedies
available
to Ridgewood in respect of such breach but subject always to the
provisions of Clause
14.4.
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| 8.3 |
The
Project Manager may terminate this Agreement by giving 21 days’ notice in
writing if Ridgewood shall commit a material breach of its obligations
hereunder and shall fail to remedy such breach within a reasonable
time of
notice of such breach being given to it. The right to terminate this
Agreement granted to the Project Manager under this Clause
8.3
shall be without prejudice and in addition to any other remedies
available
to the Project Manager in respect of such
breach.
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| 8.4 |
Upon
termination of this Agreement in relation to any New Project the
Project
Manager shall return any part of the Fee received by it that has
not been
expended on the provision of Services or committed to be expended
in
accordance with the Project
Timetable.
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| 9. |
THE
PROJECT MANAGER’S
PERSONNEL
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| 9.1 |
The
Project Manager shall use reasonable endeavours to procure that the
Project Manager’s Representative is fully acquainted with all matters
relating to the development of the New Projects and shall devote
proper
attention to the Services.
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| 9.2 |
The
Project Manager shall be under no obligation to provide the Services
through any particular person and the Project Manager shall be entitled
to
change the personnel engaged in the performance of the Services without
first notifying Ridgewood.
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| 10. |
PROJECT
TIMETABLES AND PROJECT
BUDGETS
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| 10.1 |
The
Project Manager shall use reasonable endeavours to ensure that the
development of each New Project is carried out in accordance with
the
Project Timetable for that New Project, subject to the terms
hereof.
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| 10.2 |
If,
prior to Commissioning, Ridgewood wishes to re-site any Equipment
whether
at another Project Company or elsewhere or if it wishes to substitute
any
Project Company then, in addition to the fees payable pursuant to
Clause
7,
Ridgewood shall pay the Project Manager an amount equal to the cost
incurred by the Project Manager in such re-siting or substitution
PROVIDED
ALWAYS
that Ridgewood and the Project Manager shall negotiate in good faith
to
agree such cost and, if no agreement can be reached, then the Project
Manager shall be under no obligation to re-site the Equipment or
substitute the Project Company.
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| 11. |
COMMUNICATIONS
PROCEDURES
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| 11.1 |
The
Project Manager's Representative shall meet with Ridgewood’s
Representative monthly to report on and review the progress in the
development of the New Projects. Such meeting to take place either
in
person or by telephone with in person meetings taking place at the
Project
Manager’s office in Bolton, a Site or in such other location as the
Representatives may agree.
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| 11.2 |
The
Project Manager shall inform Ridgewood as soon as reasonably practicable
if it has reason to suspect that it may prove impossible or impracticable
to complete any New Project within the relevant Project
Timetable.
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| 12. |
ASSIGNMENT,
DELEGATION AND
ACCESSION
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| 12.1 |
Ridgewood
shall not without the prior written consent of the Project Manager
assign
or delegate any of its duties under this Agreement to any other person,
firm or company.
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| 12.2 |
The
Project Manager may assign or delegate any of its duties under this
Agreement without first notifying Ridgewood to any other company
provided
always that:
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| 12.2.1 |
the
Project Manager may only assign or delegate such duties to a company
being
a Group Company;
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| 12.2.2 |
Ridgewood
shall accept the performance by any such other Group Company of such
duties as performance by the Project Manager;
and
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| 12.2.3 |
Ridgewood
shall continue to pay the Fee in accordance with Clause
7 to
the Project Manager or as the Project Manager may instruct
Ridgewood.
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| 12.3 |
The
Project Manager may assign or delegate any of its duties under this
Agreement to a company not being a Group Company with the prior written
consent of Ridgewood, such consent not be unreasonably withheld or
delayed.
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| 12.4 |
The
Project Manager hereby acknowledges that the identity of the Project
Companies set out in Schedule
1
may change insofar as Ridgewood can substitute a Project Company
currently
set out in Schedule
1
prior to its commissioning with another company on a one for one
basis.
The Project Manager agrees to provide the Services to the Project
Companies listed in Schedule
1
(from time to time) and any company that is added to Schedule
1
in
substitution for a company that is currently listed provided, that
Ridgewood furnishes the Project Manager with a copy of the relevant
deed
of release, adherence and accession that permits the Project Company
to be
added to Schedule
1
to
accede to the ROC Project DSA. Where a Project Company is removed
from
Schedule
1
at
the election of Ridgewood, it shall also be removed from Schedule
2
(Project Timetable) and the company that is substituted into Schedule
1
shall also be inserted into Schedule
2
and the parties hereto shall use commercially reasonable endeavours
to
agree the relevant information that is to be inserted into Schedule
2 in
respect of the company that is substituted into Schedule
1.
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| 12.5 |
Where
a Project Company is removed from Schedule
1,
any rights, obligations and/or liabilities that the parties hereto
have to
or against the other in respect of that Site ,other than as to rights,
obligations and liabilities pursuant to Clauses
10.2
and 14.3,
shall be waived by the parties hereto.
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| 12.6 |
Where
Ridgewood exercises its right to substitute a Project Company pursuant
to
Clause
12.4
above, any sums paid to the Project Manager by Ridgewood pursuant
to
Clause
7.1
in
respect of the substituted Project Company (“the Prepayments”) shall be
deemed to be a pre-payment in respect of the Services undertaken
by the
Project Manager in respect of the new company and the Project Manager
agrees that the only demand for payment in respect Services provided
to
such new company shall be for an amount equal to the difference between
the Prepayments and the Fee which would otherwise be payable in respect
of
the new company calculated in accordance with Clause
7.1
(“the Excess”). The provisions of Clause
7.3
shall apply to the Excess.
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| 13. |
CONFLICT
OF INTEREST
|
The
Project Manager shall not be prohibited from entering into further consultancy
agreements similar to this Agreement with other parties for the purposes of
developing, managing and commissioning or consulting on other projects of a
similar nature to the New Projects.
| 14. |
LIMITATION
OF LIABILITY
|
| 14.1 |
The
Project Manager will use reasonable endeavours to deliver the Services
hereunder within the time agreed and to the standard agreed and,
if no
time or standard is agreed, then within a reasonable time and to
a
reasonable standard. If despite those endeavours the Project Manager
is
unable for any reason other than the Project Manager’s wilful default, to
deliver such Services the Project Manager will be deemed not to have
breached this Agreement.
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| 14.2 |
It
is agreed that the Project Manager will have no liability to Ridgewood
for
direct, indirect or consequential loss (all three of which terms
includes,
without limitation, pure economic loss, loss of profits, loss of
business,
depletion of goodwill and like loss) howsoever caused save that the
Project Manager does not exclude its liability (if any) to Ridgewood
for
any direct loss arising from the Project Manager’s wilful default (but,
for the avoidance of doubt, the Project Manager does exclude liability
for
any indirect or consequential loss that may arise from such wilful
default) and for personal injury or death resulting from the Project
Manager’s negligence, fraud or for any matter which it would be illegal
for the Project Manager to exclude or to attempt to exclude its
liability.
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| 14.3 |
Ridgewood
agrees to indemnify and keep indemnified and hold the Project Manager
harmless from and against all and any claims, awards, penalties,
damages
or loss (including professional costs) whatsoever and howsoever caused
as
a direct or indirect result of any damage or loss (including, without
limitation, pure economic loss, loss or profit, loss of business,
depletion of goodwill and the like loss) caused by the Equipment
whether
prior to , at or any time after Commissioning to the Site, the Equipment,
the Existing Plant and the Project Manager’s personnel.
|
| 14.4 |
For
the avoidance of doubt Ridgewood agrees that its only remedy under
this
Agreement (save in the case of the Project Manager’s wilful default) shall
be the right of termination (if any) under Clause
8.
|
| 15. |
RELATIONSHIP
OF THE PARTIES
|
Nothing
in this Agreement shall constitute or be deemed to constitute, make or otherwise
give effect to a joint venture, pooling arrangement or partnership between
the
parties or create any relationship of employment between the
parties.
| 16. |
DISPUTES
|
| 16.1 |
If
a dispute of any kind whatsoever arises between the parties in connection
with or arising out of this Agreement it shall be settled in accordance
with the following provisions.
|
| 16.2 |
For
the purpose of this Clause, a dispute shall be deemed to arise when
one
party serves on the other a notice in writing (hereinafter called
the
"Notice
of Dispute")
stating the nature of the dispute and requiring the dispute to be
considered by an adjudicator who, if not agreed upon between parties,
shall be appointed by the Chairman of the Chartered Institute of
Arbitrators in England upon application by either of them. The dispute
shall thereafter be referred and considered by such adjudicator in
accordance with the procedure under the TeCSA Adjudication Rules
2002,
version 2.0 or any amendment or modification thereof being in force
at the
date of such notice. The recommendation of the adjudicator shall
be deemed
to have been accepted in settlement of the dispute unless written
Notice
to Refer under Clause 16.3
is
served within one calendar month of the receipt of the adjudicator's
recommendation.
|
| 16.3 |
Where
either party is dissatisfied with any recommendation of an adjudicator
appointed under Clause
16.2
then such party may within one calendar month of receipt of the
adjudicator's recommendation refer the dispute to the jurisdiction
of the
court by service a written notice (the "Notice
to Refer")
on the other party.
|
| 17. |
NOTICES
|
| 17.1 |
Any
notice or other communication requiring to be given or served under
or in
connection with this Agreement shall be in writing and shall be
sufficiently given or served if
delivered:-
|
|
(a)
|
in
the case of Ridgewood to:
|
000
Xxxxxxx Xxxxxx
Xxx
Xxxxxx
XXX
00000
Fax: 000-000-000-0000
Attention: Xxxxx
Xxxxxxx
Email:
xxxxxxxx@xxxxxxxxxxxxxx.xxx
|
(b)
|
in
the case of the Project Manager to:
|
Xxxx
00-00 Xxxxxxxxxxx
Xxxxxx
Technology Exchange
Xxx
Xxxx
Xxxxxx
XX0
0XX
Fax: 00000
000
000
Attention: Xxxxxxx
Xxxxxxxxx
Email: xxxxxxxxx@xxxxxxxxxxxx.xxx
or
to
such alternative address, fax number, email address or person as any party
may
nominate by notice to the others given in accordance with this Clause
17.
| 17.2 |
Any
notice shall be delivered by hand or sent by legible facsimile
transmission or pre-paid first class post (airmail if sent to or
from an
address outside the United Kingdom) and if delivered by hand or sent
by
legible facsimile or email transmission shall conclusively be deemed
to
have been given or served at the time of despatch and if sent by
post
aforesaid shall conclusively be deemed to have been received 48 hours
from
the time of posting (or 72 hours if sent to or from an address outside
the
United Kingdom).
|
| 18. |
FORCE
MAJEURE
|
Notwithstanding
any other provision in this Agreement no default delay or failure to perform
on
the part of any party shall be considered a breach of this Agreement if such
default delay or failure to perform is shown to be due entirely to cause beyond
the direct control of the party charged with such default, including, but not
limited to such events as riots, civil embargoes, storms, floods, fire,
earthquakes, acts of God or the public enemy, an act of terrorism, national
emergency or nuclear disasters, strike, lockout, labour unrest (affecting the
performance of this agreement) provided that where such incident extends to
employees of the Project Manager it is part of a national, industry - wide
action. In the case of the occurrence of such event the time for performance
required by either party under this Agreement shall be extended for any period
during which performance is prevented by such event. However, any other party
may terminate this Agreement by notice if such event preventing performance
continues for more than 60 continuous days.
| 19. |
GOVERNING
LAW
|
This
Agreement shall be governed by and interpreted in accordance with English Law
and each of the parties hereto submits to the non-exclusive jurisdiction of
the
English Courts.
| 20. |
THIRD
PARTIES
|
The
parties to this Agreement do not intend that any of its terms will be
enforceable by virtue of the Contracts (Rights of Third Parties) Xxx 0000 by
any
person not a party to it.
| 21. |
COUNTERPARTS
|
This
Agreement may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN
WITNESS whereof the parties have entered into this Agreement the day and year
first above written.
bir_corp\718934\4
SCHEDULE
1
(The
Project Companies)
|
Name
|
Registered
Number
|
Place
of Incorporation
|
|
Garlaff
Energy Limited
|
SC195540
|
Scotland
|
|
Xxxxxx
Bridge Energy Limited
|
03754257
|
England
|
|
Chelson
Meadow Energy Limited
|
03363593
|
England
|
|
Auchencarroch
Energy Limited
|
SC195539
|
Scotland
|
|
Xxxxxxx
Road Energy Limited
|
03754365
|
England
|
|
Bellhouse
Energy Limited
|
03466081
|
England
|
|
Beetley
Energy Limited
|
04939140
|
England
|
|
Snetterton
Energy Limited
|
04939139
|
England
|
|
Funtley
Energy Limited
|
5188256
|
England
|
The
registered office of each above-mentioned Project Company registered in England
is situate at 14 & 15 Queensbrook, Xxxxxx Technology Exchange, Xxx Xxxx,
Xxxxxx, Xxxxxxx Xxxxxxxxxx XX0 0XX and for any Project Company registered in
Scotland is Princes Exchange, 0 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, XX0
0XX.
bir_corp\718934\4
SCHEDULE
2
(The
Project Timetable)
|
Project
Company
|
Number
of Engine(s)
|
Engine
Capacity
|
Stage
|
Estimated
Date
|
|
Garlaff
Energy Limited
|
3
|
3MW
|
Engines
operational
|
|
|
Xxxxxx
Bridge Energy Limited
|
1
|
1.3MW
|
Engines
operational
|
|
|
Xxxxxx
Bridge Energy Limited
|
1
|
1.3MW
|
In
Commissioning
|
November
00
|
|
Xxxxxxx
Xxxxxx Energy Limited
|
1
|
1MW
|
Engines
operational
|
September
04
|
|
Auchencarroch
Energy Limited
|
1
|
1MW
|
Under
construction
|
February
00
|
|
Xxxxxxx
Xxxx Energy Limited
|
1
|
1MW
|
Engines
operational
|
|
|
Bellhouse
Energy Limited
|
1
|
0.6MW
|
Under
construction
|
February
05
|
|
Beetley
Energy Limited
|
1
|
1MW
|
In
Commissioning
|
December
04
|
|
Snetterton
Energy Limited
|
1
|
0.8MW
|
Under
construction
|
February
04
|
|
Funtley
Energy Limited
|
1
|
0.6MW
|
June
04
|
bir_corp\718934\4
SCHEDULE
3
(Services
to be carried out)
The
principal objective of the Services is to bring about, on behalf of Ridgewood,
the Commissioning of the Equipment at the Site of each Project Company causing
the minimum amount of disruption to the operation of the Existing Plant as
possible and in that regard the following shall comprise the Services and be
carried out by the Project Manager in respect of each New Project
accordingly:
| 1.1 |
preparing
the Project
Timetable and Project Budget in relation to a New
Project;
|
| 1.2 |
preparing
the detailed design specification and plans of the Equipment to be
installed or constructed at each Site, together with such additional
plant
and infrastructure as may be necessary including, without limitation
and
for the avoidance of doubt, separate metering and connection for
the New
Project and the Existing Plant;
|
| 1.3 |
the
procurement of the Equipment and such additional plant and infrastructure
as may be necessary;
|
| 1.4 |
the
construction and installation of the
Equipment;
|
| 1.5 |
the
testing of the Equipment to ensure it safely exports electricity
to the
National Grid;
|
| 1.6 |
engaging
the services of, supervising and co-ordinating the third party service
providers engaged in respect of a New
Project;
|
| 1.7 |
advising
in connection with the obtaining of all necessary planning and other
consents for a New Project;
|
| 1.8 |
advising
on and carrying
out the general administration of the Commissioning of a New
Project;
|
| 1.9 |
providing,
at all times, information in relation to the Site for a New Project
and
the New Project generally including copies of all relevant documents,
plans and specifications, consents and reports and keeping Ridgewood
informed of the progress made in respect of bringing about of the
Commissioning of a New Project;
|
| 1.10 |
monitoring
on behalf of Ridgewood compliance with statutory, local authority,
building control and fire officer consents and requirements required
to be
complied with in the course of bringing about the Commissioning of
its New
Project;
|
| 1.11 |
monitoring
the cost control systems and budgets for each New
Project;
|
| 1.12 |
endeavouring
to carry out each New Project substantially in accordance with its
Project
Timetable and Project Budget but at all times monitoring the
same;
|
| 1.13 |
chairing
and minuting site meetings on behalf of a Project Company;
and
|
| 1.14 |
providing
such assistance and advice in respect of a New Project as could reasonably
be expected of a project
co-ordinator.
|
bir_corp\718934\4
SIGNED
by )
for
and
on behalf of )
RIDGEWOOD
ROC II 2003 LLC )
In
the
presence of: )
SIGNED
by )
for
and
on behalf of )
CLP
DEVELOPMENTS LIMITED )
In
the
presence of: )
