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[Insert Date After Execution], 2018 Portsmouth Water

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[Insert Date After Execution], 2018 Portsmouth Water DATED: [INSERT DATE AFTER EXECUTION], 2018 PORTSMOUTH WATER LIMITED and SOUTHERN WATER SERVICES LIMITED ___________________________________________ AGREEMENT relating to the Bulk Supply of Water to Southern Water Services Limited's South Hampshire Network from Portsmouth Water Limited's Gaters Mill Works ______________________________________________ TABLE OF CONTENTS Clause Page 1. DEFINITIONS 1 2. SUPPLY 4 3. POINT OF SUPPLY AND SUPPLY INFRASTRUCTURE 5 4. MEASURE AND RATE OF FLOW 5 5. CALCULATION AND PAYMENT OF CHARGES 6 6. WATER QUALITY 8 7. RESTRICTION, INTERRUPTION AND SUSPENSION OF SUPPLY 9 8. SUBSEQUENT PERIODS 10 9. TERMINATION 11 10. REVIEW 12 11. STATUTORY AND OTHER RIGHTS 12 12. NOTICES 12 13. VALUE ADDED TAX 13 14. ASSIGNMENT 13 15. ENTIRE AGREEMENT 14 16. DISPUTES 14 SCHEDULE 1 - CALCULATION AND PAYMENT OF CHARGES SCHEDULE 2 – PROVISION, OWNERSHIP, OPERATION AND MAINTENANCE OF SUPPLY INFRASTRUCTURE SCHEDULE 3 WATER QUALITY SCHEDULE 4 NOTIFICATION EXPECTATIONS SCHEDLUE 5 LIAISON AND POINTS OF CONTACT SIGNATURE PAGE Table of Contents THIS AGREEMENT is made the [INSERT DATE AFTER EXECUTION], 2018 BETWEEN: 1 PORTSMOUTH WATER LIMITED (“Portsmouth Water”) whose registered office is situate at PO Box 8, West Street, Havant, Hampshire PO9 1LG; and 2 SOUTHERN WATER SERVICES LIMITED (“Southern Water”) whose registered office is situate at Southern Water House, Yeoman Road, Worthing BN13 3NX Each a "Party" and together the "Parties". WHEREAS: A Portsmouth Water and Southern Water are appointed water undertakers under the Water Industry Act 1991. B Southern Water has requested a bulk supply of water from Portsmouth Water to Southern Water's South Hampshire network from Portsmouth Water's Gaters Mill Works and Portsmouth Water has agreed to provide the bulk supply of water on the terms and conditions hereinafter appearing. C. The Parties have also agreed separately, based on the principles set out in this Agreement, the design, construction, installation, maintenance and ownership of certain equipment, pipelines and works necessary to facilitate the bulk supply of water (the "Supply Infrastructure") agreed by this Agreement. IT IS HEREBY AGREED as follows: 1. DEFINITIONS 1.1 In this Agreement, unless the context otherwise requires, the following words shall have the following meanings assigned to them: “Acceptance means a Notice served by Southern Water pursuant to Notice” Clause 8.3 indicating its acceptance of the terms of the Counter Notice “the Act” means the Water Industry Act 1991 “the Authority” means the Water Services Regulation Authority appointed under the Act “Commencement means the 1st day of April 2018 Date” “Contract Rate” means 2% above the base lending rate of Lloyds Bank PLC from time to time “Counter Notice” means a Notice served by Portsmouth Water pursuant to Clause 8.2 Page 1 of 30 126. Draft PW-SWS South Hants BS Agreement - v06.2 - SEMD redacted “Emergency” means a Force Majeure event or extreme weather condition or other extreme occurrence, including severe drought conditions as confirmed by a Drought Order issued pursuant to the Water Resources Act 1991 imposing restrictions on the sources supporting the Supply; accident or incident causing the source or Supply infrastructure to be unavailable or unsafe; any legal or regulatory constraint urgently imposed upon the otherwise expected available output of Portsmouth Water’s sources. “Existing Non- means a customer included in Southern Water’s forecast Household non-household demand for South Hampshire water Customer” resources planning zone (Sth Hnts SE WRPZ) in Southern Water’s current Water Resources Management Plan (WRMP). “Extension means a Notice served by Southern Water pursuant to Notice” Clause 8.1 requesting the Supply to continue for any Subsequent Period. “Force Majeure” means events, circumstances or causes beyond the reasonable control of a Party, including but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riot, flood, snow, ice, or epidemics which affects either Party’s ability to carry out its obligations under this Agreement. "Guaranteed means the volumes of bulk water supply for the period Supply" and at the timing of the supply as set out in this Agreement that Portsmouth Water guarantees to make available to Southern Water upon request by Operational Notice and in respect of which Liquidated Damages may be payable if Portsmouth Water delays or fails to supply the requested volumes or agreed timings. “Initial Period” means a period of ten years from and including the Commencement Date and expiring on the 31st day of July 2027. "Liquidated means the amount or amounts payable by Portsmouth Damages" Water to Southern Water in respect of a delay or failure to meet the requested volumes or agreed timings for a Guaranteed Supply computed and calculated in accordance with the provisions of Part 6 (Liquidated Damages) of Schedule 1, which the Parties have mutually accepted to be fair, reasonable and equitable liquidated and ascertained damages, representing a genuine pre-estimate of the loss that would be suffered by Southern Water in the event of such delay or failure by Portsmouth Water. “Maximum means the amount of water supplied by Portsmouth Chargeable Daily Water to Southern Water hereunder in each month (if Page 2 of 30 126. Draft PW-SWS South Hants BS Agreement - v06.2 - SEMD redacted Supply” any) in excess of one–half (0.5) megalitre per day. “Maximum Daily means a maximum of fifteen (15) megalitres of water per Amount” day “Metering means the metering equipment used to measure the Equipment” Supply as specified in Part 3 of Schedule 1 which shall at all times be owned, operated and maintained by Portsmouth Water. “Minimum Daily means a minimum of one-half (0.5) megalitre of water Amount” per day. "New Non- means a new non-household customer arising during the Household Supply contract period within the SHnts WRPZ, over and Customer" above those volumetrically represented in the demand forecast of Southern Water's current WRMP. “Notice” means any notice given in accordance with Clause 12 . Operational means a notice served in accordance with Clauses 6 or 7 Notice or, Schedules 3 or 4. “Point of Supply” means the point(s) of supply summarised in Clause 3 and detailed in Schedule 2 “Regulations” means the Water Supply (Water Quality) Regulations 2000 as amended from time to time. "Reasonable means the volumes of bulk water supply for the periods Endeavours and at the timing of the supply as set out in this Supply" Agreement that have no guarantee of availability from Portsmouth Water but which Portsmouth Water will use all reasonable endeavours to make available to Southern Water upon request by Operational Notice and in respect of which no Liquidated Damages would be payable if Portsmouth Water delays or fails to supply the requested volumes or requested timings. “Subsequent means each period following the Initial Period for which Period” this Agreement continues pursuant to Clause 8 “Supply” means the supply of water from Portsmouth Water to Southern Water hereunder in each Supply Year "Supply has the meaning given to it in Recital C, as more Infrastructure" particularly detailed in Schedule 2 (Supply Infrastructure). “Supply Year” means a year of this Agreement from the Commencement Date to the 31st day of July 2018, and every 1st day of August of one year to the 31st day of July in the next calendar year. 1.2 Any references to a statutory provision order, regulation or statutory instrument shall include that provision, order, regulation or statutory Page 3 of 30 126. Draft PW-SWS South Hants BS Agreement - v06.2 - SEMD redacted instrument (as the case may be) as from time to time modified or re- enacted 1.3 Words importing the singular include the plural and vice versa and words importing one gender include the other gender. 1.4 Reference to a Schedule or Clause shall where the context so admits be a reference to a Schedule or Clause of this Agreement. 1.5 The Clause headings in this Agreement are for convenience only and shall not affect its interpretation. 2. SUPPLY 2.1 Subject to the terms of this Agreement Portsmouth Water shall with effect from the Commencement Date provide the Supply to Southern Water for the Initial Period and, subject to the provisions of Clauses 8 and 9 , during any Subsequent Period, and: 2.1.1 the Supply of the volumes for the periods and at the timings set out in Schedule 1 in respect of which an annual payment in advance is payable by Southern Water as part of the charges (in accordance with the agreed charging arrangements set out in Schedule 1) shall be a Guaranteed Supply; 2.1.2 the Supply of any additional volumes for the periods and at the timings set out in Schedule 1 which is not a Guaranteed Supply shall be a Reasonable Endeavours Supply. 2.2 Portsmouth Water shall have no obligation to provide the Supply on any day and Southern Water shall not take the Supply on any day: 2.2.1 in excess of the Maximum Daily Amount; 2.2.2 at less than the Minimum Daily Amount; 2.2.3 of any different amount of megalitres per day than is then being provided, unless the provisions of an Operational Notice are complied with as set out in Schedule 4. 2.3 The availability of the Supply throughout each Supply Year, the amount per day on each occasion the Supply is being provided and the requirements for Operational Notice to be given on each occasion when the Supply is required or the amount per day is required to be changed, are set out in Schedule 4 which may be amended in writing from time to time as agreed between the parties.
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