SIDE AGREEMENT TO THE FRAMEWORK AGREEMENT FOR THE SUPPLY OF ELECTRICITY UNDER A FIXED TERM FIXED PRICE PROCUREMENT ONLY SERVICE OPTION 01/10/2018-30/09/2020 BETWEEN (1) SCOTTISH AND SOUTHERN ENERGY (THE SUPPLIER) Centenary House 10 Winchester Road Basingstoke RG21 8ZU (2) London Borough of Camden (THE PARTICIPATING AUTHORITY) Town Hall Judd Street London WC1H 9LP (3) The Kent County Council (KCC) (THE CONTRACTING AUTHORITY) LASER, Energy Buying Group Commercial Services 1 Abbey Wood Road Kings Hill West Malling Kent ME19 4YT together “the Parties”. WHEREAS: A. THE SUPPLIER has agreed to supply the PARTICIPATING AUTHORITY with electricity in accordance with the terms and conditions set out in the Framework Agreement (being the agreement between the Supplier and the Contracting Authority for the supply of electricity for the Supply Period (being the period specified on the Site Schedule (defined below) attached, starting 1 October 2018) to such sites as the Participating Authority shall list on the Site Schedule (the “Sites”)). B. THE PARTICIPATING AUTHORITY wishes THE SUPPLIER to send invoices for Charges (being the Goods Price for the amount of electricity supplied plus VAT and levies) directly to THE PARTICIPATING AUTHORITY, in which case the Participating Authority shall provide THE SUPPLIER with the information needed to complete a Site Schedule including the specific billing addresses, budget holders and budgetary details. C. THE SUPPLIER has agreed to invoice THE PARTICIPATING AUTHORITY accordingly following the billing requirements set out in the Framework Agreement. 1 IT IS AGREED as follows: 1. This Side Agreement will be in force from the Commencement Date, and is governed by the laws of England and Wales. 2. Where a term is not defined within this Side Agreement but the first letter is capitalised, the definition to be used is the definition within the Framework Agreement. 3. Where the Participating Authority has notified both the Supplier and the Contracting Authority that it wishes to pay the Supplier direct for electricity supplied to it under this Side Agreement or where the Participating Authority has given no notice in accordance with this Clause 13, then the Participating Authority shall pay the Supplier within 21 days of the date of invoice via cheque, BACS or direct debit. Alternative payment terms are available at the request of the Participating Authority. 4. If the Supplier has reasonable grounds for concern about a Participating Authority’s ability to pay or meet its other obligations under this Side Agreement, it may by notice to both Participating Authority and Contracting Authority either (i) cease to supply further electricity or (ii) require the Participating Authority to pay for electricity prior to its supply. 5. If the Supplier gives notice under Clause 4 the Contracting Authority may by notice terminate this Side Agreement with immediate effect. 6. The Contracting Authority’s recovery, as specified in the Site Schedule, is to cover costs for the service provided to the Participating Authority. The recovery may be revised annually in line with the Consumer Price Index (CPI) and any changes in volume consumption. 7. SITES The Participating Authority warrants that it, its subsidiaries and/or affiliates (if any) are the owners or occupiers of the Sites identified in the Site Schedule. The Participating Authority can update the Site Schedule to reflect the addition of new sites subject to the following: (a) should the Participating Authority lease/sell or in any way transfer the control of the Sites to any other body in the lifetime of this Side Agreement without the prior written consent of the Contracting Authority, then the Contracting Authority may by written notice terminate this Side Agreement with immediate effect and give notice thereof to the Supplier. Should the Participating Authority require that any particular body be able to take advantage of these contract provisions then the Participating Authority undertakes full responsibility for any debt and/or other non-performance of their obligations under this Side Agreement. For the avoidance of doubt, the Participating Authority shall fully indemnify and underwrite fully the Contracting Authority against any and all debt on the account of the individual bodies identified on the Site Schedule. (b) The Participating Authority can only remove Sites from the Site Schedule in the event that such Site has been sold or closed. In the event that it emerges 2 a Site has been removed from the Site Schedule for any other reason, the Participating Authority remains liable for the services procured under the Framework Agreement and this Side Agreement in respect of that Site. (c) in the event that any of the Sites cease to remain in the control or ownership of the Participating Authority, they must notify the Contracting Authority in writing as soon as possible and not less than 28 days prior to the change of control or ownership. Failure to provide the minimum notice will leave the Participating Authority liable for electricity consumed at the Sites until the Supplier can secure an agreement with the new owner / occupier or isolate supply, whichever is the sooner. The Participating Authority will indemnify the Contracting Authority against any costs, expenses etc which may arise as a result of failure to give notice. 8. The Participating Authority and the Contracting Authority may enter into a separate agreement (the Service Level Agreement (the “SLA”)), incorporating the Participating Authority’s standard terms of business and energy related services provided by the Contracting Authority. Should there be any conflict between this Agreement and the SLA, the terms of this Agreement shall take precedence. 9. The Participating Authority hereby warrants that in entering into this Side Agreement it is not in breach of any contract it has with a third party for the supply of electricity. The Participating Authority will indemnify the Contracting Authority against any costs, expenses etc which may arise as a result of a breach of this warranty. 10. TERMINATION (a) The Participating Authority and the Contracting Authority may terminate this Side Agreement if another Party is in material breach of any of its obligations, and, if the breach is capable of remedy, has failed to take substantial steps to remedy such breach within 21 days of receipt of the written notice from the Party referring to the said breach. (b) In the event that the Contracting Authority is entitled to terminate the Framework Agreement, and that termination is due to a material breach by the Supplier pursuant to Clause 15.2 of the Conditions of Agreement, the Participating Authority may terminate this Side Agreement immediately and instruct the Contracting Authority to appoint an alternative supplier of electricity to the Participating Authority by issuing a competitive tender. (c) Upon any termination of this Side Agreement, the Contracting Authority will instruct the Supplier to send all correspondence beyond the termination date, including the provision of invoices, directly to the Participating Authority. 11. TRANSFER TO FULLY MANAGED SERVICE (a) The Participating Authority may, on six months' written notice, terminate this Side Agreement and transfer to a fully managed service from the Contracting Authority and the Supplier by entering into a new side agreement in the form "Side Agreement to the Framework Agreement for the Supply of Electricity under a Fixed Term Fixed Price Fully Managed Service." (b) Any outstanding invoices, purchasing options and account instructions will transfer across to the new side agreement and be processed accordingly. 3 12. The Supplier will consult with the Contracting Authority, on a continual basis, to confirm and update the Meter Operator and Data Aggregator/Data Collector details applicable to this Side Agreement. 13. NOTICES (a) Any notice or other communication required under this Side Agreement must be in writing and service must be by one of the following methods: i. personally (when service will be effective on delivery); or ii. by recorded delivery (when service will be effective on delivery). (b) Addresses for service are those set out above or any other address that one Party has notified to the other Party using the notice procedure in clause 15.3. 14. This Side Agreement may be executed and delivered in any number of counterparts, each of which is an original and which, together, have the same effect as if each Party had signed the same document. Definitions: Meter Operator – a meter operator nominated by the Contracting Authority to provide metering services in respect of each meter. Data Aggregator/Data Collector - a data collector/aggregator nominated by the Contracting Authority to provide data collection/aggregator services in respect of each meter. Site Schedule – a list of the Participating Authority’s Sites, including associated MPANs at each Site. 4 THE PARTICIPATING AUTHORITY SIGNED by: Harold Garner (print name) the authorised signatory for and on behalf of (signature) Authority: London Borough of Camden (Authority) Date: 7.8.2018. (date) THE CONTRACTING AUTHORITY SIGNED by: (print name) the authorised signatory for and on behalf of (signature) The Kent County Council Kent County Council_______ (KCC) Date: (date) THE SUPPLIER SIGNED by: (print name) the authorised signatory for and on behalf of (signature) Supplier: SSE (Supplier Name) Date: (date) 5 Authority: London Borough of Camden Current Supplier: SSE Contract Start Date: