CAPACITY MARKET FRAMEWORK AGREEMENT THIS CAPACITY MARKET FRAMEWORK AGREEMENT is made as a deed on the day of 2017 day of 2017 BETWEEN 1. EIRGRID plc, an Irish company formed pursuant to Regulation 34 of the European Communities (Internal Market in Electricity) Regulations 2000 with company registration number 338522 ( EirGrid ), and SONI LIMITED, a body corporate registered in Northern Ireland with company registration number NI038715 ( SONI ), in their joint capacity as System Operators for the purposes of the Capacity Market Code; and 2. THE PERSONS listed in the Schedule to this Capacity Market Framework Agreement. RECITALS A. As part of the revised SEM arrangements, the Regulatory Authorities have decided to introduce a capacity market governed by the Capacity Market Code, with associated calculations and settlements being carried out under the Trading and Settlement Code. B. The System Operators are required under their Transmission System Operator Licences to give full and timely effect to the revised SEM arrangements. BC. The Regulatory Authorities have approved and designated the form of the Capacity Market Code. C. The System Operators are required under their Transmission System Operator Licences to give full and timely effect to the revised SEM arrangements. D. The parties have agreed to enter into this Capacity Market Framework Agreement in order to observe, perform, and be bound by and comply with the Capacity Market Code, and to give effect to the other terms of this Capacity Market Framework Aagreement, on the terms and conditions of this Capacity Market Framework Aagreement. NOW IT IS HEREBY AGREED: 1. Definitions and Interpretation 1.1 Unless the context otherwise requires, a word or expression used in this Capacity Market Framework Agreement (includingand the Recitals) and not defined in clause 1.2 shall have the same meaning as is given to it in the Capacity Market Code. 1.2 In this Capacity Market Framework Agreement (includingand the Recitals), the following terms shall have the following meanings unless the context requires otherwise: Additional Party means any person, other than an Original Party, who executes an Accession Deed and becomes a party to this Capacity Market Framework Agreement and a Party to the Code in accordance with clause 2 and Additional Parties shall be construed accordingly; Capacity Market Code has the meaning given in clause 3.1; 1
Implementation Date means [31 July42 August 2017] or such other time as is specified by the Regulatory Authorities for this purpose; Original Parties means the persons listed in the Schedule to this Capacity Market Framework Agreement and the expression Original Party shall be construed accordingly; Regulatory Authorities means the Northern Ireland Authority for Utility Regulation (more commonly known as the Office for the Regulation of Electricity and Gas of Northern Ireland) established under Article 3 Part II of the Energy (Northern Ireland) Order 2003, as amended by Article 3 of the Water and Sewerage Services (Northern Ireland) Order 2006) and the Commission for Energy Regulation (established under the Electricity Regulation Act 1999 (Ireland));. revised SEM arrangements has the meaning given in EirGrid s and SONI s Transmission System Operator Licences;. and Transmission System Operator Licence means a licence to discharge the functions of the transmission system operator under the Electricity Regulation Act 1999 (Ireland) or a transmission licence under the Electricity (Northern Ireland) Order 1992. 1.3 In this Capacity Market Framework Agreement, the following interpretations shall apply unless the context requires otherwise: (a) (b) (c) (d) (e) (f) (g) (h) the headings in this Capacity Market Framework Agreement are for ease of reference only and do not form part of the contents of this Capacity Market Framework Agreement and do not and shall not affect its interpretation; words in the singular shall include the plural and vice versa and the masculine gender shall include the feminine and neuter; the word including and its variations are to be construed without limitation; any reference to any legislation, primary or secondary, in this Capacity Market Framework Agreement includes any statutory interpretation, amendment, or modification, re-enactment or consolidation of any such legislation and any regulations or orders made thereunder and any general reference to any legislation includes any regulations or orders made thereunder; any references to any clause or Schedule are references to a clause and Schedule of this Capacity Market Framework Agreement as amended or modified from time to time. The clauses and the Schedule shall, as amended or modified, be construed as and form part of this Capacity Market Framework Agreement and shall be subject to the terms of this Capacity Market Framework Agreement; any reference to another agreement or document, or any deed or other instrument is to be construed as a reference to that other agreement, or document, deed or other instrument as lawfully amended, modified, supplemented, substituted, assigned or novated from time to time; any reference to a day, month or year is to be construed as a reference to a calendar day, month or year as the case may be except where provided otherwise; a reference to a person includes any individual, partnership, firm, company, corporation (statutory or otherwise), joint venture, trust, association, organisation or other entity, in each case and whether or not having separate legal personality; 2
(i) (j) a reference to a particular person includes a reference to the person s successors and permitted assigns; and a reference to a party means a party to this Capacity Market Framework Agreement, namely EirGrid, SONI, the Original Parties and any Additional Parties from time to time. 2. Accession and Authorisation of System Operators 2.1 Any person may become a party to this Capacity Market Framework Agreement, and a Party to the Capacity Market Code, subject to and in accordance with the Capacity Market Code, by execution and delivery of an Accession Deed in accordance with its terms by that person and the System Operators. 2.2 Each of the Original Parties, and each Additional Party, irrevocably and unconditionally authorises the System Operators to execute and deliver any Accession Deed on its behalf as its agent. 3. The Capacity Market Code 3.1 A reference to the Capacity Market Code is to be construed as the Capacity Market Code in the form designated by the Regulatory Authorities for the purposes of EirGrid s and SONI s Transmission System Operator Licences, as subsequently amended, varied, replaced, modified, supplemented or substituted from time to time in accordance with its terms. 3.2 Each of the parties for the time being hereby agrees and undertakes with each of the other parties for the time being to observe, perform, and be bound by and comply with this Capacity Market Framework Agreement and the Capacity Market Code. 3.3 Each of EirGrid and SONI hereby adopts the Capacity Market Code designated by the Regulatory Authorities for the purposes of their Transmission System Operator Licences with effect from the date of its designation by the Regulatory Authorities. 3.4 Each party agrees to and accepts the exclusions and limitations of liability contained in the Capacity Market Code and agrees that they apply to any claims or disputes arising out of this Capacity Market Framework Agreement and the Capacity Market Code. 4. Cross Jurisdictional Issues 4.1 The parties acknowledge that, while each of EirGrid and SONI are required under their respective Transmission System Operator Licence to administer the Capacity Market Code, they are required under those licences to do so in conjunction with each other and to provide a single point of contact for persons participating in the Capacity Market. 4.2 Without limiting paragraph B.6.1.2(c) of the Capacity Market Code, where the System Operators together do any act or thing under the Capacity Market Code that relates to: (a) (b) any Generator, Generator Unit or Interconnector Connected in, or Supplier Unit located in, the Republic of Ireland, then EirGrid (and not SONI) shall be deemed to be doing that act or thing in the Republic of Ireland; and any Generator, Generator Unit or Interconnector Connected in, or Supplier Unit located in, Northern Ireland, then SONI (and not EirGrid) shall be deemed to be doing that act or thing in Northern Ireland.,; and 3
4.3 (c) Eeach of the parties to this Capacity Market Framework Agreement (other than EirGrid and SONI) acknowledges and agrees that EirGrid and SONI are entitled to administer the Capacity Market Code and operate the Capacity Market in conjunction with each other and to do any act or thing (including those specified under paragraphs 4.2(a) and (b) above) contemplated under the Capacity Market Code. 4.43 Each of the parties acknowledges and agrees that clause 4.2 does not affect, and is without prejudice to, the operation of the Trading and Settlement Code. 4.54 Notwithstanding clause 4.2, each of EirGrid and SONI shall be obliged to provide such assistance as the other reasonably requests in order to enable it to fulfil its obligations under the Capacity Market Code and this Capacity Market Framework Agreement. 5. Termination 5.1 Subject to and in accordance with section B.13 of the Capacity Market Code, a party shall cease to be a party to this Capacity Market Framework Agreement and a Party to the Capacity Market Code on and from the date specified in a Voluntary Termination Consent Order. 5.2 Subject to and in accordance with section B.13 of the Capacity Market Code, a party shall cease to be a party to this Capacity Market Framework Agreement and a Party to the Capacity Market Code on and from the date specified in a Termination Order. 5.3 Subject to and in accordance with section B.13 of the Capacity Market Code, ceasing to be a party to the Capacity Market Framework Agreement does not affect any accrued rights or obligations of the affected party under the Capacity Market Code or this Capacity Market Framework Agreement. 6. Warranties 6.1 Each party hereby warrants and represents to the other parties that: (a) (b) (c) (d) it is a person validly existing and in good standing under the laws of the country in which it is established; it has the requisite power and authority to execute validly this Capacity Market Framework Agreement or any Accession Deed, as applicable, to be a Party to the Capacity Market Code and, where applicable, to be a Participant, and otherwise to carry on its business as required for the purposes of the Capacity Market Code and any transactions provided for and contemplated by any of the foregoing; its execution of this Capacity Market Framework Agreement or any Accession Deed, as applicable, and adhering to this Capacity Market Framework Agreement and being a Party to the Capacity Market Code and, where applicable, a Participant, and any transactions provided for and contemplated by any of the foregoing do not conflict with, infringe or constitute a breach or default under any licence, authorisation, exemption, permit, contract, agreement, arrangement undertaking or of any legal, statutory or equitable obligation of any kind to which it is a party or subject or any Legal Requirement which is applicable to it or its assets, or infringe the rights of any third party; it has fully satisfied itself as regards the nature and extent of the Capacity Market Code, the Capacity Market and the SEM and any transactions provided for and contemplated by any of the foregoing; 4
(e) (f) it has acquainted itself with all applicable Legal Requirements and such other laws, recommendations, guidance or practices as may affect the Capacity Market Code, the Capacity Market and the SEM and any transactions provided for and contemplated by any of the foregoing; and in entering into this Capacity Market Framework Agreement, it has not relied on any representation, arrangement, warranty, understanding or agreement not expressly laid out or referred to in the Code, the Trading and Settlement Code in relation to the Capacity Market or this Capacity Market Framework Agreement. 7. Counterparts 7.1 This Capacity Market Framework Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute the one and the same instrument. 8. Legal Effect 8.1 This Capacity Market Framework Agreement takes effect on and from the Implementation Date as a deedn agreement between the parties which have executed on or before it as at that datetime. 8.2 It is intended that this Capacity Market Framework Agreement takes effect as a deed between those parties hereto that have executed it as a deed, notwithstanding the fact that one or more parties hereto may have executed under hand only. 8.3 Each Original Party hereby authorises the Market System Operators to date this Capacity Market Framework Agreement. 9. Governing Law 9.1 This Capacity Market Framework Agreement and any disputes arising under, out of, or in relation to the Capacity Market Code shall be interpreted, construed and governed in accordance with the laws of the jurisdiction specified in paragraph B.2.1.1 of the Capacity Market CodeNorthern Ireland. 10. Jurisdiction of Courts 10.1 Subject to the provisions in the Capacity Market Code relating to the Dispute Resolution Process, the Parties hereby submit to the jurisdiction of the Courts of Ireland and the Courts of Northern Ireland (and no other court) for all disputes arising under, out of, or in relation to this Capacity Market Framework Agreement. IN WITNESS whereof the parties hereto have executed this Capacity Market Framework Agreement as a deed on the day and year first herein WRITTEN 1. 1 Execution blocks to be inserted. 5
SCHEDULE Original Parties 6