(DRAFT) WHEELING AGREEMENT

Supplemental Agreement to Main Supply Agreement

Made and entered into between

THE CITY OF CAPE TOWN
(hereinafter referred to as the “City”)
and

................................................................
(hereinafter referred to as the "Consumer")

DISCLAIMER: This draft agreement is still under development. Upon presentation

to potential wheeling consumers it does not constitute an offer to transact upon
the terms and conditions stated herein.
PREAMBLE

WHEREAS the Consumer has applied to the City to be supplied with Wheeled Energy and
the City is prepared to approve the same in accordance with the terms and conditions of this
Agreement;

AND WHEREAS the City and the Consumer are desirous of entering into a written Agreement
recording and regulating the terms and conditions relating to the wheeling of energy to the
Consumer;

NOW THEREFORE THE PARTIES HERETO HAVE AGREED EACH WITH THE OTHER:

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 1. DEFINITIONS

"Billing Period" means the duration of the period from one meter-reading date and time, of
the Total Consumed Energy, to the next meter-reading date and time, (as determined in the
current Main Supply Agreement)

“City” shall mean The City of Cape Town Metropolitan Municipality, established in terms of
the Local Government: Municipal Structures Act, 1998 read with the Western Cape
Provincial Notice No. 479/2000 published in the Province of the Western Cape: Provincial
Gazette 5588 dated 22 September 2000.

“Consumer” shall mean..............................................……………...........(company name)

Company/close corporation registration number…………………………………………...

"Consumer Point of Supply” shall mean the actual supply point on the network as described
in Schedule 1.

“Deficit Wheeled Energy” means energy consumed by the Consumer which exceeds Wheeled
Energy during each half hour metering period.

“Electricity Grid” means the Electricity Grid belonging either to Eskom or to the City as the
case may be.

‘Force Majeure’ means any act, event or circumstance or any combination of acts, events,
conditions and/or circumstances (a ‘Force Majeure Event’) which is not within the reasonable
control, directly or indirectly, of the party invoking Force Majeure, but only if and to the extent
that:

(a) it is without fault or negligence on the part of the party invoking Force Majeure;

(b) it is not the direct or indirect result of a breach of any of the obligations of the party
invoking force majeure or its contractors under this agreement;

(c) it was not foreseeable or, if foreseeable, could not have been avoided (including by
reasonable prevention) or the effects of which could not have been overcome or
mitigated by the party invoking Force Majeure or the contractors concerned, acting
reasonably and prudently;

(d) it prevents, hinders or delays the Affected Party in its performance of all or a material
part of its obligations under this Agreement;

(e) the party invoking Force Majeure has complied with clause 15.

Without limiting the generality of the foregoing, a Force Majeure Event may include any of
the following acts, events, conditions or circumstances, but only to the extent that it satisfies
the requirements set out above:

(a) any natural event, disaster or act of God, which includes but is not limited to cyclone,
drought, fire, lightning, earthquake, explosion, tsunami, tempest, unusual flood, violent
storm, typhoon, tornado, ionising radiation, epidemic or plague. A reasonably

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 foreseeable natural event, such as a delay resulting from unfavourable weather
conditions or unsuitable ground conditions or any similar reasonably foreseeable and
regularly occurring conditions shall be excluded from and not constitute a Force
Majeure Event;

(b) any blockade or embargo;

(c) any delay in obtaining any approvals, provided that the party invoking Force Majeure
has complied with all of its obligations in respect of the obtaining of such approvals;

(d) strikes, lock outs and other industrial action other than by employees of the party
invoking Force Majeure or its contractors;

(e) war, civil war, armed conflicts, terrorism, vandalism or extended non-access to critical
infrastructure in each case occurring within or involving the Republic of South Africa;

(f) nuclear contamination;

each such act, event, condition or circumstances or combination thereof being a ‘Force
Majeure Event’.

“Force Majeure Notice” has the meaning given to it in Clause 15.

“Generator” shall mean the person or entity licensed by NERSA to operate a Generation
Facility and which has entered into the Generator Grid Connection and Use-of-System
Agreement for the Generation Facility which generates energy a portion of which is wheeled
to the Consumer under this agreement. Generators directly connected to the City’s grid must
be detailed in Schedule 1.

"Generator Grid Connection and Use-of-System Agreement" means the connection

agreement entered into between the City or Eskom (as the case may be) and the Generator
to physically connect the Generation Facility to the Electricity Grid and to allow the
Generator access to and the usage of the Electricity Grid, to export electrical energy from
the Generation Facility.

"Generator Point of Connection” means the electrical node on the Electricity Grid where the
Generation Facility is physically connected to the Electricity Grid in terms of the Generator
Grid Connection and Use-of-System Agreement

“Green Benefits” mean all the intangible benefits associated with the generation of
renewable energy and are distinctly separate from the energy itself.

“Greening of Electricity Consumption” means associating the consumption of fossil fuel

based electricity with the Green Benefits of renewable electricity which has already been
generated.

“Intake point” is either a Generator Point of Connection to the City’s Electricity Grid or the
Eskom point of supply to the City specified by Eskom. (and as defined in Eskom wheeling
agreement).

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“Law” shall mean the provisions of the Local Government: Municipal Systems Act (Act No.
32 of 2000), the Electricity Regulation Act, (Act No. 4 of 2006) and Regulations and Codes
thereto, the City of Cape Town Electricity Supply By-law, as well as any applicable law,
proclamation, ordinance, act of parliament or other enactment having force of law.

"Metering Installation" means metering equipment (including an electronic meter) used to

measure the electrical energy consumed by the Consumer at the Consumer’s Point of
Supply.

“Parties” shall mean collectively, the City and the Consumer.

“Renewable Energy” includes all forms of energy produced from renewable sources in a
sustainable manner, including bioenergy, geothermal energy, hydropower, ocean energy,
solar energy and wind energy. Renewable energy resources are derived from natural
processes and replenished at a faster rate than they are consumed. These include wind,
solar, bioenergy, hydropower and ocean and geothermal resources.

“Surplus Wheeled Energy” means Wheeled Energy which exceeds energy consumed by the
Consumer during each half hour metering period.

“Third Party Supplier” is the person or entity detailed in Schedule 1, authorized by the City
(as Service Authority) and contracted by the consumer to supply Wheeled Energy to the
Consumer.

“Time of Use Periods” means the time periods as defined in the City’s Tariff Policy (The
City’s Time of Use periods differ from that of Eskom’s).

“Total Consumed Energy” means the total quantity of energy delivered over the City’s
Electricity Grid and consumed by the Consumer as measured by the City at the Consumer’s
Point of Supply on a Time of Use basis.

"Wheeled Energy" means the Third Party Supplier’s electrical energy injected onto the City’s
Electricity Grid as measured by Eskom or the City (as the case may be) at the relevant
intake points.

’Wheeling’ means the transportation of electricity by a Third Party Supplier to a Consumer

through an electricity grid not owned, controlled or leased by either party; Wheel and
Wheeled shall have corresponding meanings.

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2. INTERPRETATION

2.1 Unless inconsistent with the context, an expression which denotes:

- any gender includes the other genders;
- a natural person includes a juristic person and vice versa;
- the singular includes the plural and vice versa.

2.2 The headings of the clauses of this Agreement shall not be deemed part of or affect
the interpretation or construction thereof.

2.3 If any provision in a definition is a substantive provision conferring rights or imposing

obligations on any party, notwithstanding that it only appears in a definitions clause,
effect shall be given to it as if it were a substantive provision in the body of this
Agreement.

2.4 In the event of any conflict or inconsistency between this agreement and the Main
Supply Agreement, the terms and conditions of this agreement will prevail.

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3. GENERAL AGREEMENT

The City approves the Consumer to be supplied with Wheeled energy from a Third
Party Supplier via the City’s Electricity Grid, subject to the terms and conditions
contained herein.

4. MEASUREMENT OF CONSUMED ENERGY AND WHEELED ENERGY

4.1 The Consumed Energy shall be measured monthly by Eskom and/or by the City
(as the case may be) at the Consumer’s Point of Supply for each Billing Period
on a half-hourly basis.

4.2 Where duplicate meters have been installed at the Consumer’s Point of Supply
and the meter readings at any time differ by more than 2,5% (two comma five per
centum) from the average of the two readings, then for the purposes of rendering
accounts, if the City’s records show that the discrepancy is attributable to one
meter only, the reading of the other meter shall be taken, but if the discrepancy is
due to the inaccuracy of both meters the average of the reading of both meters
shall be taken. Such meters shall be tested and, the account of the Consumer will
be adjusted accordingly after the inaccuracy has been ascertained.

4.3 The Wheeled Energy shall be measured monthly by Eskom and/or by the City (as
the case may be) at the relevant intake points for each Billing Period on a half-
hourly basis.

4.4 Measurement of the Wheeled Energy shall be in accordance with the relevant
Generator Grid Connection and Use-of-System Agreement with the City or with
Eskom as the case may be.

4.5 During any period when the meter readings at the Generator Point of Connection
have not registered, or are unreliable due to the meters or any associated
equipment being defective, a reasonable estimate may be made by the City or
Eskom where applicable taking into account the evidence supplied by any meters
belonging to the Generator contracted by the Third Party Supplier. The
account(s) for such period shall be based on such estimate. The account will be
adjusted at a later stage once verified meter readings have been received by the
City.

4.6 Defective meters shall be tested and repaired by the responsible party.

4.7 For any period when the meter readings or estimates taken by Eskom have not
been received by the City within the prescribed time or in the prescribed format,
the relevant Wheeled Energy will be deemed to be zero for the corresponding
billing cycle. The account will be adjusted at a later stage once the relevant meter
readings and the prescribed adjustment fee have been received by the City.

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5. ALLOCATION OF WHEELED ENERGY

5.1 The City will allocate the nominated energy to be Wheeled to the Consumer as
detailed in Schedule 3.

5.2 The Consumer indemnifies the City for any damages or losses that may arise
from the City applying the nominated allocation, whether this results from a
change in allocation or a modification to the agreement between the Consumer
and Third Party Supplier whether communicated to the City or not.

5.3 If a percentage or ranking nomination is made, the same percentage or ranking

will be applied for each Time of Use period.

6. CHARGES FOR ELECTRICITY

6.1 The tariff applied under this wheeling agreement will be as detailed in Schedule
2.

6.2 The Consumer shall be liable for all charges as per the City’s Prescribed Tariffs
as amended from time to time. All charges, as applicable, will be billed on the
monthly electricity account.

6.3 The City’s Time of Use periods will be used in the calculation of all Time of
Use related charges.

6.4 Consumers will not be paid if the monthly bill goes into credit (due to Surplus
Wheeled Energy credits) and any credit balance will be carried forward to the
following month.

6.5 The aforesaid tariffs are amended annually on 1 July of each calendar year, as
regards quantum and structure, and are applicable to all existing and new
Wheeling Consumers. The City reserves the right to make amendments to the
tariff as stated and does not warrant the financial viability of the Consumer’s
wheeling arrangements.

6.6 The prescribed Tariffs shall be furnished to the Consumer upon written request to
the City.

7. ENERGY BALANCING

7.1 Energy at both the Consumer’s Point of Supply and the Wheeled Energy at
the applicable Intake points and Generator’s Points of Connection will be
metered over half hourly metering integration periods and energy balancing
will be done over the same period. Deficit Wheeled Energy will be charged
and Surplus Wheeled Energy will be credited at regulated tariffs. Unless the
City has agreed in writing to compensate the Consumer for Surplus Wheeled

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 Energy to enable to Consumer to green their Consumed Energy, Surplus
Wheeled Energy will be taken at zero price.

7.2 In the event of the Third Party Supplier not being able to inject power onto the
electricity network for whatsoever reason, consumption which is not balanced
with Wheeled Energy will be considered to be Deficit Wheeled Energy.

7.3 In the event of the Consumer not being able to receive electricity for whatsoever
reason, Wheeled Energy which is not balanced with consumed energy will be
considered to be Surplus Wheeled Energy.

8. GREENING MECHANSIM / PURCHASE OF SURPLUS WHEELED ENERGY

8.1 In order to allow consumers to green their consumption of electrical energy

the City will purchase Surplus Wheeled Energy wheeled to the Consumer on
a time-of-use feed-in basis but excluding the purchase of the associated
Green Benefits. This purchase, will allow the Green Benefits to be retained by
the Consumer to green the Deficit Energy purchased.

8.2 The Consumer shall be liable to verify the Green attributes of the Wheeled
Energy. If such verification is not provided to the satisfaction of the City, the
City reserves the right to cease Surplus Wheeled Energy purchases under
the greening mechanism.

8.3 As the total green energy wheeled by the Third Party Supplier should balance
the Total Energy consumed by the Consumer, the Surplus Wheeled Energy
purchased by the City should not exceed the Deficit Wheeled Energy
supplied. Should the Surplus Wheeled Energy materially exceed the Deficit
Wheeled Energy over a 12-month period, the City reserves the right to limit
the Surplus Wheeled Energy it will purchase under the greening mechanism.

8.2 The Consumer will be responsible to manage the supply of Surplus Energy.

9. OWNERSHIP OF GREEN BENEFITS

The City will not be responsible for the verification or certification of Green Benefits
of Wheeled Energy (Ownership of the Green Benefits should be addressed in the
Power Purchase Agreement between the Generator/Third Party Supplier and the
Consumer of the Wheeled Energy. Where the Consumer enters into greening
mechanism with the City, the Consumer will need to certify that they have ownership
of green benefits of the wheeled energy).

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 10. EFFECTIVE DATE AND DURATION

10.1 This agreement will commence on the date of signature hereof by the last signatory
and will endure indefinitely, subject to any cancellation which may occur in terms hereof.

11. BREACH

11.1. Should either party hereto breach or fail to comply with any term or condition of this
Agreement, then the party aggrieved thereby must give the defaulting party written
notice to rectify such a breach.

11.2. In the event of the defaulting party failing to rectify such a breach within fourteen
(14) days of the delivery of such notice, the aggrieved party shall be entitled to give
written notice of termination of this Agreement to the other party. Such termination shall
take effect upon delivery of such further notice to the other party.

11.3. Termination of this Agreement shall be without prejudice to any other rights or
remedies of the aggrieved party under this Agreement or at Law and will not affect any
accrued rights or liabilities of the aggrieved party at the date of termination.

12. TERMINATION

This Agreement shall terminate with immediate effect upon the happening of any of the following
events:

12.1 If either party fails to rectify a breach of this Agreement as provided for in terms of Clause
11.

12.2 If the Consumer gives two working days’ notice in writing of him/her no longer requiring a
supply of electricity.

12.3. If the Consumer commits any act of insolvency.

12.4. If the Consumer contravenes the provisions of any Law relevant to the implementation of
this Agreement.

12.5 If any of the enabling agreements or authorisations rendering the implementation of this
agreement possible fails or is terminated, including but not necessarily limited to the City’s
supplemental agreement with Eskom, generation license withdrawal, Third Party Supplier trading
license withdrawal, termination of the Grid Connection and Use of System Agreement between
the Third Party Supplier and the Supply Authority, decommissioning of the Generation Facility,
termination of agreements and authorisations relating to the use and occupation of land.

12.6 The Parties mutually agree to terminate this Agreement.

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13. CESSION

13.1 The consumer shall not cede or assign this Agreement or any part thereof or any
benefit, obligation or interest herein or hereunder without the prior written consent of the
City.

14. LIABILITY

14.1 Save to the extent expressly provided in this Agreement, neither party shall be liable to
the other party under this Agreement or in delict for any losses incurred directly or
indirectly as a result of any action or omission of such party unless the said action or
omission is due to the negligence of the defaulting party.

14.2 If either party is liable for damages caused to the other party in terms of 14.1 above,
such liability will be limited to direct damages and will exclude consequential damages,
provided that consequential damages shall include, but shall not be limited to, loss of
production, revenue, income or profit.

14.3 Nothing in this Agreement shall exclude or limit the liability of either party for losses
suffered or incurred by the other party which arise from the unlawful intent or fraud of
the first party.

14.4 Each party (the ‘Indemnifying Party’) indemnifies the other party (the ‘Indemnified
Party’) against any third party claims, proceedings, compensation and costs incurred
by the Indemnified Party in respect of:

- death of or injury to a person; or

- loss of or damage to property; or

- infringement of an intellectual property right;

in each case which arises from the negligence, unlawful intent, fraud, gross
negligence, breach of contract or breach of statutory duty of or by the Indemnifying
Party.

15. FORCE MAJEURE

15.1 If either party desires to invoke a Force Majeure Event as a cause for delay in the
performance of any obligation hereunder, it must notify the other party in writing setting
out:

15.1.1 the date of commencement of the Force Majeure Event;

15.1.2 full particulars of the Force Majeure Event;

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 15.1.3 the impact of the Force Majeure Event on performance of its obligations under this
Agreement:

15.1.4 its reasonable estimate of the length of time which its performance has been and
will be affected by the Force Majeure Event; and

15.1.5 the steps which it is taking or intends to take to remove and mitigate the adverse
consequences of the Force Majeure Event on its performance hereunder;

provided that such notice (the ‘Force Majeure Notice’) must be sent not later than 3
(three) days after the date on which the relevant party first had knowledge of the effect of
such Force Majeure Event. If the affected party does not deliver a Force Majeure Notice
in respect of a Force Majeure Event within this timeframe, such party shall not be entitled
to invoke the benefits of this Clause 15 in relation to such Force Majeure Event.

15.2 The party invoking force majeure shall have the burden of proving both the existence
of the Force Majeure Event and the effect (both as to nature and extent) which such
Force Majeure Event has on its performance.

15.3 The party invoking Force Majeure must:

15.3.1 use reasonable endeavours to mitigate, rectify and overcome the effects of the
Force Majeure Event on the performance of its obligations under this Agreement
(including by recourse to alternate sources of services, equipment and materials
and construction equipment);

15.3.2 use reasonable endeavours to ensure resumption of normal performance of this

Agreement promptly following the cessation of the Force Majeure Event; and

15.3.3 give the other party (i) regular reports on the progress of the mitigation measures
and (ii) notice promptly on the cessation of the Force Majeure Event.

15.4 If it is agreed or determined that a Force Majeure Event has occurred, the party
invoking force majeure will, provided that it has complied with the requirements of this
Clause 15, not be liable for any failure to perform an obligation under this Agreement
as a consequence of the Force Majeure Event but only to the extent that:

15.4.1 such performance is prevented, hindered or delayed by a Force Majeure Event;

and

15.4.2 such failure could not have been removed, mitigated, rectified or overcome by the
party invoking force majeure acting reasonably and prudently.

15.5 If the party invoking Force Majeure performance of all or a material part of its
obligations under this Agreement is prevented, hindered or delayed by a Force
Majeure Event then, provided that the party invoking Force Majeure has complied with
the requirements of this Clause 15, the time limits for the performance of those
obligations (or any dates by which performance of those obligations are to be
achieved) shall be extended by a period equal to the period by which its performance
is prevented, hindered or delayed.

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 15.6 If the Force Majeure Event subsists for more than 24 (twenty-four) months, the
recipient of the Force Majeure Notice shall have the right to terminate this Agreement
after having given the other Party no less than 30 (thirty) days’ written notice without
prejudice to any claim either Party may have in terms of this Agreement provided that
the Force Majeure Event is still continuing.

16. CONFIDENTIALITY

16.1 The Parties agree that the terms of this Agreement, all information of
the Parties that has been exchanged pursuant hereto, including but not limited to details
concerning technical expertise will be received in strict confidence and not be divulged
to any person, save their respective employees directly involved with the execution of
this Agreement and to the extent used only for the purpose of this Agreement or any of
their respective auditors, consultants and advisors, or to any of the shareholders (direct
or indirect) and their agents, consultants, contractors, advisers, financiers, potential
financiers, investors, potential purchasers of the interests of a shareholder (direct or
indirect) insurers or lenders of or to such party or its affiliates, provided that:

16.1.1 such party notifies the recipient in advance of such disclosure that the information is
subject to the non-disclosure restrictions contained in this Clause 16; and

16.1.2 Prior to making any disclosure of confidential information, such party shall procure
that the proposed recipient signs a written confidential undertaking on terms no less
onerous than in this Agreement.

16.2 Each party will use the same means as it uses to protect its own confidential
information, but in no event less than reasonable means, to prevent the disclosure and
to protect the confidentiality of such information. No information referred to in this
Agreement will be disclosed by the recipient party, its agents, representatives or
employees without the prior written consent of the other party.

16.3 These provisions do not apply to information which is:

16.3.1 publicly known or becomes publicly known through no unauthorised act of the
recipient party;

16.3.2 rightfully received by the recipient party from a third party;

16.3.3 independently developed by the recipient party without use of the other party's
information;

16.3.4 disclosed by the other party to a third party without similar

restrictions;

16.3.5 required to be disclosed pursuant to a requirement of a Governmental Authority or

any applicable Law, so long as the party required to disclose the information gives
the other party prior notice of such disclosure;

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 16.3.6 publicly disclosed with the other party's written consent;

16.3.7 disclosed by either party as required by the regulations of any recognised stock
exchange upon which the share capital of the party (or any shareholders - direct or
indirect - of the party) is or is proposed to be from time to time listed or dealt in, and
the party making the disclosure shall, if reasonably practicable prior to making the
disclosure, and in any event as soon as reasonably practicable thereafter, supply the
other party with a copy of such disclosure or statement and details of the persons to
whom the confidential information is to be, or has been, disclosed. Where a copy of
such disclosure or statement has been supplied prior to making the disclosure, the
other party may give comments on that disclosure or statement to the party
proposing to make it. The party proposing to make the disclosure shall, if reasonably
practicable in the time available, consult with the other party as to any such
comments and consider whether the disclosure is to be amended to take into
account the comments.

16.4 All information supplied by or on behalf of a party shall remain the sole and exclusive
property of such party and this Agreement shall not operate to transfer ownership or any
interest whatsoever therein, and the other party shall, if requested by the party
disclosing the information following termination of this Agreement, promptly return to
such party all documents and any copies, extracts, notes or similar materials containing
or based in whole on such information.

16.5 The provisions of this Clause 16 shall survive the expiry or termination of this
Agreement for a period of 5 (five) years.

16.6 Each party shall, insofar as is reasonably practicable, ensure that any copies of
confidential information, whether in hard copy or computerised form, will be clearly
marked as confidential.

16.7 Subject to this Clause 16, no public announcement or statement regarding the
signature, performance or termination of, or otherwise in relation to, this Agreement
shall be issued or made by a party unless the other party shall have first been furnished
with a written copy of the proposed announcement or statement and shall have
approved it (such approval not to be unreasonably withheld or delayed).

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17. MISCELLANEOUS

17.1 SEVERABILITY

If any provision of this Agreement is found to be illegal, void or unenforceable then the
Parties shall negotiate in good faith in order to agree about the terms of a satisfactory
provision to be substituted for the provision so found to be illegal, void or unenforceable and,
in such event, the other provisions of this Agreement shall remain binding on the Parties.

17.2 NOTICES / ADDRESSES

17.2.1 Subject to sub-clause 17.2.3, any notice, notification, request, demand

or other communication for any purpose under this Agreement shall
be in writing addressed, in the case of the Consumer, to the following
address:

(Insert Address)

Email: _________________________________

marked for attention _________________________ (insert name)

in the case of the City to the following address:

(Insert Address)

Email: _________________________________

marked for attention _________________________ (insert name)

17.2.2 All notices, notifications, requests, demands or other communications

including Accounts, shall be deemed to have reached the other party –

17.2.2.1 if delivered by hand, on the date of delivery;

17.2.2.2 if posted by ordinary mail or registered post, on the 5th (fifth)

day following the date of such posting, and in the case of an
Account on the 5th (fifth) day following the date of the
Account;

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 17.2.2.3 if transmitted by facsimile or any other electronic medium
acceptable to both Parties, on the 1st (first) Business Day
following the date of transmission / publication / delivery.

17.2.3 Delivery via email will be an acceptable method of delivery provided

receipt is confirmed or a read receipt is available.

17.2.4 For the purpose of this Agreement the Consumer's domicilium citandi et
executandi is:

and the City’s domicilium citandi et executandi is:

Either party may, by written notice to the other, change its

abovementioned domicilium to any other physical address in South
Africa.

17.3 ENTIRE AGREEMENT AND VARIATION

17.3.1 This Agreement constitutes the sole and entire agreement between the
Parties and supersedes all previous negotiations, arrangements or
agreements in respect of the subject-matter of this Agreement.

17.3.2 Save as provided for anywhere in this Agreement, no variation,

modification, waiver, failure, delay, relaxation or indulgence of any
provision of this Agreement, including this sub-clause, or consent to any
departure therefrom, shall in any way be of any force or effect unless
confirmed in writing and signed by both Parties and then such act or
omission as stated above shall be effective only in a specific instance
and for the purpose and to the extent for which it was made or given.

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17.4 WAIVER

17.4.1 Any relaxation, indulgence or delay (together ‘Indulgence’) by either

party in exercising, or any failure by either party to exercise, any right
under this Agreement or applicable law shall not be construed as a
waiver of that right and shall not affect the ability of that party
subsequently to exercise that right or to pursue any remedy, nor shall
any Indulgence constitute a waiver of any other right (whether against
that party or any other person).

17.4.2 The waiver of any right under this Agreement or applicable law shall be
binding on the waiving party only to the extent that the waiver has been
reduced to writing and signed by the duly authorised representative(s) of
the waiving party.

17.5 NO PARTNERSHIP OR AGENCY

Nothing in this Agreement shall be deemed to constitute a partnership, or establish a

relationship of principal and agent or any other similar relationship between the
Parties.

17.6 GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of
South Africa.

17.7 COUNTERPARTS

This agreement may be executed in two counterparts which together will constitute the
original agreement, and separately and individually will be considered evidentiary
proof of the agreement.

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SIGNED at Cape Town on the _____ day of ______________________ 20__.

AS WITNESSES:

1……………………………………………………………….

2……………………………………………………………….

For the City

SIGNED at ________________ on the _____ day of ______________________ 20__.

AS WITNESSES:

1……………………………………………………………….

2……………………………………………………………….

For the Consumer

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 SCHEDULE 1

Details of Third Party Supplier

 Name: ………………………………………………………………………………………….

 Address: ……………………………………………………………………………………….

 Contact details: ……………………………………………………………………………….

Third Party Supplier NERSA Trading License (if applicable)

 License Number: ……………………………………………………………………………...

 Approval date: …………………………………………………………………………………

Where the Third Party Supplier will wheel energy from a Generator/s directly connected to
the City’s network to the Consumer, the following information must be provided for each
Generator:

Name of Generation License holder: ………………………………………………………………

Rated Generator output (MW): ………………………………………………………………………

Voltage level at Generator Point of Connection: …………………………………………………...

Primary energy source for generation: ……………………………………………………………...

Name of Supply Authority to which Generation Facility is connected: ………………………….

Location of Generator Point of Grid Connection:

Address: ……………………………………………………………………………………….

…………………………………………………………………………………………………..

GPS Coordinates: …………………………………………………………………………….

Name of Generator Point of Connection Substation: ……………………………………………...

Generator NERSA Generation License

 License Number: …………………………………………………………………………….

 Approval date: …………………………………………………….………………………….

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 SCHEDULE 2

Charges for Wheeling of Electricity

Description of the City of Cape Town Electricity Tariff which will apply to wheeling under this
Supplemental Agreement:

……………………………………………………………………………………………………..

………………………………………………………………………………………………………

The charges relating to the Total Consumed Energy and Deficit Energy and credit for

surplus Wheeled Energy shall be determined in accordance with the rates set out in the

Prescribed Tariffs as follows:

Wheeling Use of System Charges

 The Service Charge (R/day) times number of days since previous billing
period.
 The seasonal ToU based Energy Charge (R/kWh) times Total Consumed
Energy (kWh) for each Time of Use period
 The Demand Charge (R/kVA) times the monthly maximum demand (kVA)
 The Network Access Charge (R/kVA NMD) times the Notified Maximum
Demand (kVA NMD)

Deficit Wheeled Energy charges

 The seasonal ToU based energy charge(R/kWh) times Deficit Wheeled

Energy (kWh) for each Time of Use period

Surplus Wheeled Energy Credit (new tariff name/TBA)

Is the energy source of the wheeled energy renewable? (Yes/No) ………………….

(Note: Credits for Surplus Wheeled Energy will only be applicable where the
Consumer has substantiated to the City’s satisfaction that the primary energy resource is
renewable. Alternatively, Surplus Wheeled Energy will be received by the City at no cost)

 The seasonal ToU based Surplus Wheeled Energy Rate (R/kWh) times Total
Surplus Wheeled Energy (kWh) for each Time of Use period

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 SCHEDULE 3

Nomination of Wheeled Energy to be supplied to Consumer

This may be a nominated percentage of Wheeled Energy provided by the Third Party
Supplier to the Consumer and may include a ranking of Consumers in which case Wheeled
Energy will only be allocated to the Consumer after it has first been allocated to 100% of the
Total Consumed Energy of higher ranked Consumers.

(These mechanisms can only be confirmed once the system is tested)

The amount of Wheeled Energy measured at the following Generator Points of Connection
or Intake Points which is to be wheeled to the Consumer under this is agreement will be as
follows:

Generator Points of Connection / Intake Points applicable to Consumer Percentage

(%)

Ranking Consumers

Signed: Third Party Provider …………………………………………………………………………

Date: …………………………………………………………………………………………………….

Signed: Consumer ………………………………………………………………….

Date: …………………………………………………………………………………………………….

Signed: City of Cape Town ……………………………………….................................................

Date: ……………………………………………………………………………………………………

Page 21 of 21