EXHIBIT 10.31
CONFORMED COPY
______________________________________________________________________________
SITE SHARING AGREEMENT
Between
NATIONAL TRANSCOMMUNICATIONS LIMITED
(NTL)
-and-
THE BRITISH BROADCASTING CORPORATION
(BBC)
______________________________________________________________________________
Table of Contents
PAGE
Parties............................................................................................... 2
Recitals............................................................................................. 2-3
1. Definitions and Interpretation............................................................... 3-10
2. Term.......................................................................................... 10
3. Registration ................................................................................. 10
4. Adjusting Payment.......................................................................... 10-11
5. Ownership Rights............................................................................ 11-13
6. Site Licences and Licence Fees.............................................................. 13-17
7. Further Stations to be acquired, additional Stations to be shared and removal of
Stations.................................................................................... 17-19
8. Operating Procedures Manual.....................................................................19
9. Capital Contributions for a Standard TV Station.................................................20
10. Sub-Licensing, Assignment and Cessation of Sharing...........................................20-29
11. Relocation or Sale of Station by Station Owner...............................................29-32
12. Other Broadcast Channels.....................................................................32-34
13. Assignment of this Agreement ................................................................34-36
14. Priority of Obligations......................................................................36-37
15. Disputes.....................................................................................37-38
16. Amendment/Variations............................................................................38
17. Further Assurance...............................................................................38
18. Termination .................................................................................38-39
19. Confidentiality..............................................................................39-40
Schedule I
Part I List of BBC Stations.........................................................................42-49
Part II List of NTL Stations.........................................................................50-56
(i)
Schedule II
Part I The Rate Card................................................................................58-68
Part II The Maintenance Fee.............................................................................69
Part IIIMulti-Couple Fee.............................................................................70-71
Schedule III
Draft Site Licence (England and Wales)...............................................................72-90
Schedule IV
Clause 10 Illustrative Diagram..........................................................................92
Schedule V
Operating Procedures Manual.........................................................................93-144
2
THIS SITE SHARING AGREEMENT dated as of
September 10, 1991 between National
Transcommunications Limited ("NTL") and The British
Broadcasting Corporation ("the BBC").
WHEREAS
1. The BBC is the Station Owner as hereinafter defined of the
Stations listed in Part I of Schedule I hereto.
2. NTL as successor in title to the Independent Broadcasting
Authority ("the IBA") is the Station Owner as hereinafter defined of the
Stations listed in Part II of Schedule I hereto.
3. Since 1963 the BBC and the IBA have co-operated in the
provision of masts, towers and other installations for Broadcasting by each one
being permitted to use stations belonging to the other wherever appropriate in
advancing the joint development of a national transmissions network, whether by
the shared use of Accommodation and/or Equipment located at such stations or by
the separate installation there of like facilities for exclusive use, such
facilities being provided or installed under informal arrangements (hereinafter
referred to as "the Existing Arrangements") and in consideration of such
co-operation as aforesaid but otherwise without payment (save for contributions
towards capital costs relating thereto).
4. By order of the Secretary of State made on 13th December
1990 NTL is the nominated company for the purposes of section 127(1) of the
Broadcasting ▇▇▇ ▇▇▇▇. In accordance with and subject to the terms of the
Independent Broadcasting Authority Transfer Scheme 1990 as made under schedule 9
to the Broadcasting ▇▇▇ ▇▇▇▇ on 13th December 1990 and approved by the Secretary
of State on 13th December 1990, (the "Transfer Scheme") all property, rights,
and liabilities of the IBA with regard to the provision of broadcasting
transmission services and services related to such services vested in NTL on the
1st January 1991 (as defined in this agreement). The rights and liabilities of
the IBA under the Existing Arrangements also vested in NTL on the 1st January
1991.
5. Under the Existing Arrangements, it was agreed that the BBC
and the IBA would both participate in capital costs relating to Stations where
shared accommodation and facilities are provided as mentioned in Recital (3), on
the basis of certain agreed formulae.
6. Having regard to the capital costs actually discharged, and
to contributions made or to be made by the BBC and the IBA up to 1st July 1991,
the parties have agreed that an adjusting payment of (pound)78,464 (plus VAT if
applicable) should be made by NTL to the BBC.
7. The parties have agreed to reduce to writing (including by
means of Site Licences) the terms on which accommodation and facilities are
provided, and to vary the Existing Arrangements (where necessary by way of
disposal) so that the accommodation and the facilities shall in each case be
provided in consideration of formal payments as herein provided and not
informally on the basis of the mutual provision of facilities on similar terms.
IT IS HEREBY AGREED between the parties as follows:
Definitions and Interpretation
------------------------------
1. The following definitions shall apply to this agreement,
its recitals and the Schedules to this agreement unless specifically stated
otherwise or save where the context otherwise requires:
Accommodation shall mean any Station Owner's land, buildings
or parts of buildings and structures (including, without limitation, masts and
towers) used to house or bear Equipment and/or generally used for, or for
purposes ancillary to, the provision of Technical Services, situated at or
adjacent to and serving a Station (including without limitation private access
ways, paths and private roads in or leading to a Station).
Additional Site Notice shall have the meaning set out in
Clause 7.2.
Ancillary Equipment miscellaneous technical items necessary
for the installation, operation and interconnection of the Equipment.
Applicable Regulations shall have the meaning set out in
Clause 14.2.2.
3
Broadcast Channels shall mean any of:
In the case of the BBC:
(i) the BBC1 television broadcasting service;
(ii) the BBC2 television broadcasting service;
(iii) any BBC national radio sound broadcasting service; or
(iv) any BBC local radio sound broadcasting service:
In the case of NTL:
(i) the ITV system of television broadcasting services (as
a whole)- until 1st January 1993;
(ii) the Channel 3 system of television broadcasting
services (as a whole) - from 1st January 1993;
(iii) the Channel 4 television broadcasting service;
(iv) the S4C television broadcasting service; or
(v) any independent radio local sound broadcasting service:
and in each case, for the purposes of this agreement shall
include teletext services or any other data transmission
services and any additional services as defined under s.48(1)
or s.114(1) of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ from time to time
included as part of the same transmission.
Broadcasting shall mean transmission by means of wireless
telegraphy within the frequency bands allocated to broadcasting in the United
Kingdom by the Department of Trade and Industry in consultation with the
International Telecommunications Union.
Common Accommodation shall mean Accommodation, use of which is
shared by the Station Owner (and/or any Licensee) and the Sharer (and/or any
Sub-Licensee).
Common Equipment shall mean any Equipment, use of which is
shared by the Station Owner (and/or any Licensee) and the Sharer (and/or any
Sub-Licensee).
Compulsory Period shall have the meaning set out in Clause
10.8.2.
Due Date shall have the meaning set out in Clause 6.3.1.
Effective Date 1st July 1991.
Equipment shall mean any transmission equipment, antennas,
plant, cables, wires, and apparatus or any other equipment used for or ancillary
to Technical Services.
Exclusive Accommodation shall mean either:
(a) in relation to the Station Owner, Accommodation used
exclusively by it and/or any Licensee; or
(b) in relation to the Sharer, Accommodation which is or has
been constructed by
4
or for the Sharer or otherwise made available exclusively for the Sharer and/or
any Sub-Licensee.
Exclusive Equipment shall mean either:-
(a) in relation to the Station Owner, the Equipment owned and
used exclusively by it and/or any Licensee; or
(b) in relation to the Sharer, the Equipment owned and used
exclusively by it and/or any Sub-Licensee.
Existing Arrangements shall have the meaning set out in
Recital (3) above.
IBA shall mean the Independent Broadcasting Authority.
Licensee shall mean any such person as the Station Owner
allows to use Accommodation and/or Equipment at the Station other than the
Sharer or any Sub-Licensee.
Licence fee shall have the meaning set out in Clause 6.2.
Local Distribution Company shall mean the company replacing
the former local electricity board being the supplier of electricity local to a
Station.
Multi-Couple shall mean the operation by the Sharer of more
than one Qualifying Service for its Sub-Licensees or other third parties from
the same exclusive antenna system comprising part of the Sharer's Exclusive
Equipment but within a different frequency allocation.
Oftel shall mean the Office of Telecommunications.
Operating Procedures Manual shall mean the operating and
maintenance procedures set out in the Manual contained in Schedule V (as updated
from time to time in accordance with Clause 8.2. or amended or substituted in
accordance with Clauses 12.2 and 13.2.3.
Operational Commencement shall mean commencement of
Broadcasting any Broadcast Channel of the Sharer from the Station, disregarding
test transmissions.
Other Broadcast Channels shall mean any television and/or
sound broadcasting service or teletext or other data transmission service
transmitted with those services (other than the Broadcast Channels herein
defined) which any person may wish to transmit in the future (and which for the
avoidance of doubt may include Channel 5 or any national sound broadcasting
service contemplated by the Broadcasting Act 1990).
Qualifying Service(s) shall mean a Broadcast Channel intended
to be transmitted within an allocated frequency band.
Rate Card shall have the meaning set out in Schedule II Part
I.
Reasonable Price shall have the meaning set out in 11.3.1.
Sharer shall mean the party being either NTL or the BBC
whichever wishes to share Accommodation and Equipment and/or locate its
Exclusive Equipment and/or construct or occupy any Exclusive Accommodation at
the other party's Station.
Site Licence shall have the meaning set out in Clause 6.1.1.
Standard TV Station any station used by the Sharer for
television only with a nominal maximum operating power of 49 ▇▇▇▇▇ and below for
each of the Sharer's Broadcast
5
Channels transmitted from the Station.
Station shall mean such freehold or leasehold or licensed
sites being land, buildings or parts of buildings or other premises acquired or
to be acquired by the Station Owner for the installation or location of
Accommodation and/or Equipment and as the same appear listed in Schedule I
hereof (as amended from time to time).
Station Owner shall mean either NTL (or the IBA prior to the
Effective Date where the context so requires) or the BBC, whichever has acquired
the Station.
Sub-Licensee shall mean any such person the Sharer allows to
own Sharer's Exclusive Equipment at a Station.
Technical Services shall mean Broadcasting and the provision
of services in relation to Broadcasting (including without limitation technical
and maintenance services) and ancillary services.
Teletext Service shall mean any service comprising a
succession of visual displays (with or without accompanying sound) each being
capable of being selected and held for selected viewing or other use.
Transfer Scheme shall mean the transfer scheme referred to in
Recital (4) above.
Transmission shall mean the sending and/or receiving and/or
relaying through the agency of electric, magnetic, electro-magnetic,
electro-chemical or electro-mechanical energy, of:
(a) speech, music and other sounds;
(b) visual images;
(c) signals serving for the impartation (whether as between
persons and persons, things and things or persons and things) of any
matter otherwise than in the form of sounds or visual images; or
(d) signals serving for the actuation or control of machinery
or apparatus.
1.2 Where the context so requires words denoting the singular
number only shall include the plural number or vice versa.
1.3 The headings in this agreement do not affect its
interpretation .
Term
2. Except to the extent specified to the contrary, this
agreement shall be deemed to have had effect from the Effective Date and shall
continue in force until terminated in accordance with Clause 18.
Registration
------------
3. The parties hereto shall procure that the matters and
agreements contained in Clauses 10 and 11 of this agreement and capable of
registration or operating as land charges shall be so registered and this
agreement evidences the mutual consent of the parties hereto to such
registration.
Adjusting Payment
-----------------
6
4.1 NTL agrees to pay the sum of (pound)78,464 (being the sum
referred to in Recital (6)) (plus VAT if applicable) to the BBC at such time(s)
after the date of this agreement and in such manner as the parties hereto shall
agree.
4.2 For the avoidance of doubt NTL and the BBC acknowledge and
agree that, as from the date of this agreement, neither party has any interest
whether legal, equitable or otherwise in each other's Stations, Accommodation
and Equipment, subject as provided in this agreement.
Ownership Rights
----------------
5.1 Notwithstanding any previous contributions, shared costs,
shared use or other acts by the parties or the IBA prior to the date of this
agreement, on the date of this agreement;
5.1.1 Save as provided in Clause 5.1.2 (and without prejudice
to Clause I d.3 of the Site Licence), ownership, as between the Station Owner
and the Sharer, of the Stations and of the Accommodation and Equipment at the
Stations is vested absolutely in the relevant Station Owner as specified in
Parts I and II of Schedule I to this agreement;
5.1.2 Ownership, as between the Station Owner and the Sharer,
of the Sharer's Exclusive Equipment is vested absolutely in the Sharer;
5.1.3 To the extent that immediately prior to the date of this
agreement, ownership as between the Station Owner and the Sharer, of the
Stations and the Accommodation and Equipment at the Stations and of the Sharer's
Exclusive Equipment was not already vested in, as the case may be, the Station
Owner or the Sharer, this agreement shall have effect to dispose of the relevant
ownership from one party to the other so as to give effect to Clauses 5.1.1 and
5.1.2.
5.2 Notwithstanding any contributions, shared costs, shared
use or other acts by the parties after the date of this agreement as between the
Station Owner and the Sharer the ownership of any further Stations and of the
Accommodation and Equipment at any Stations from time to time shall be as set
out in Clauses 5.1.1 and 5.1.2 above and subject to the same provisos.
5.3 The terms on which any Accommodation or Equipment at a
Station is made available or allowed to be installed at a Station are governed
by the terms of this agreement and the Operating Procedures Manual and the
relevant Site Licence.
5.4 The provisions of Clauses 5.2 and 5.3 are subject to the
provisions of Clause 12.3.
5.5.1 The Station Owner has no right to and shall not take any
action to impair the exclusive user of the Sharer (and/or any Sub-Licensee) of
any of the Sharer's Exclusive Accommodation and/or the Sharer's Exclusive
Equipment save as expressly permitted by this agreement and/or the Operating
Procedures Manual and/or the Site Licences.
5.5.2 The Sharer shall have the right to remove its Exclusive
Equipment from a Station at any time subject to Clause 12.3.3 where applicable
and to any procedural requirements as set out in the Operating Procedures
Manual.
5.5.3 The Sharer shall, without prejudice to its rights
hereunder in respect of its Exclusive Equipment, only be entitled to construct
or have constructed Sharer's Exclusive Accommodation on a Station with the
Station Owner's prior consent, (such consent not to be unreasonably withheld or
delayed) and in accordance with the Operating Procedures Manual and applicable
Site Licence. Any Sharer's Exclusive Accommodation so constructed shall form
part of the Accommodation of the Station and shall be owned by the Station
Owner. The Sharer shall have the right at any time to remove any buildings
and/or structures (the construction of which was at the Sharer's expense)
forming part of its Exclusive Accommodation from any Station,
7
subject as provided in Clause 10.4(i) and 10.5(i). The Station Owner may, if
reasonable for the Station Owner to do so, require any Sharer's Exclusive
Accommodation (constructed at the Sharer's Expense) and any Sharer's Exclusive
Equipment to be removed at the Sharer's expense within 12 months after the end
or sooner determination of the relevant Site Licence. When any Sharer's
Exclusive Accommodation has been removed, ownership and title in it shall
automatically and forthwith vest in the Sharer without payment to the Station
Owner in consideration for such removal or otherwise. The above provisions are
without prejudice to the reinstatement provisions in Clause IIy. of the Site
Licence (save for the three month reinstatement period recited therein).
Site Licences and Licence Fees
------------------------------
6.1.1 The parties hereto agree to enter into site licences
with each other in respect of the Stations listed in Schedule I as soon as
reasonably practicable after the date of this agreement. The term of such site
licences shall be deemed to have run from the Effective Date. Such site licences
shall be substantially in the form of and on the same terms as the draft site
sharing licence annexed as Schedule III hereto, save for Stations outside
England and Wales where the site sharing licence or equivalent document shall
incorporate terms to the same effect, insofar as reasonably practicable, to the
draft site sharing licence annexed as Schedule III but shall be in a form
appropriate to the relevant jurisdiction (all such forms being herein referred
to as "the Site Licence").
6.1.2 Unless expressly agreed otherwise the parties hereto,
where they are legally and practically able to do so, shall continue to provide
Accommodation and Common Equipment to one another at each of the Stations for
their respective Broadcast Channels on the basis that such Accommodation and
Common Equipment are provided by the Station Owner to the other party as
licensee only and upon such terms and subject to such conditions as are set out
in this agreement (and subject to the terms of the Operating Procedures Manual
and the relevant Site Licence in respect of each Station). Each Site Licence
shall be for an initial period expiring on 31 December 2005 and shall if
required by the Sharer be extended for periods of 15 years (or such lesser
periods as the Station Owner and the Sharer may agree). Each Site Licence shall
be subject to the termination provisions contained in it.
6.1.3 At the reasonable request of the Sharer the Station
Owner will provide such information as the Sharer shall reasonably require as to
the Station Owner's tenure of any Station.
6.2 The licence fee payable under the Site Licence
(hereinafter referred to as "the Licence fee") shall incorporate four elements
namely a rate card fee, a maintenance fee, a multicouple fee and (where
applicable) an electricity fee and if applicable, a fifth element comprising any
special fees as the same are more particularly described in the relevant Site
Licence.
6.2.1 The rate card element of the Licence fee shall be
determined in accordance with a commercial rate card system (and shall be
subject to annual review) in accordance with the provisions set out in Part I of
Schedule II.
6.2.2 The maintenance fee element of the Licence fee shall be
an annual sum representing the cost to the Station Owner of implementing the
Operating Procedures Manual at the Stations. This sum shall be calculated in
accordance with the provisions contained in Part II A. of Schedule II and shall
be subject to annual review in accordance with the provisions set out Part II B.
of Schedule II.
6.2.3 The multi-couple fee element of the Licence fee is
intended to provide the Station Owner with a small incremental addition to the
rate card fee where the Sharer operates a Multi-Couple arrangement for
Sub-Licensees or other third parties, subject as provided in this Clause 6.2.3.
8
6.2.3.1 Subject as provided in this Clause 6.2.3. the
multi-couple fee element of the Licence fee shall be an annual fixed sum of
(pound)250 per Qualifying Service transmitted from a Sharer's antenna (subject
to review as provided in Clause 6.2.3.3) but shall only apply where all or part
of the Sharer's Exclusive Equipment at a Station includes an antenna installed
directly onto or attached directly to a mast, tower or similar structure which
forms part of Common Accommodation.
6.2.3.2 A multi-couple fee shall not apply:
(a) where the antenna from which the Qualifying Service is
operated is a piece of Common Equipment; or
(b) where the Qualifying Service on the antenna (forming part
of the Sharer's Exclusive Equipment) is the Sharer's own service (as
opposed to that of any Sub-Licensee or other third party) or is the
first Qualifying Service transmitted from that antenna; or
(c) where the antenna from which the Qualifying Service
operates is part of the Sharer's Exclusive Equipment and is attached
directly to any mast, tower or similar structure which is part of the
Sharer's Exclusive Accommodation.
6.2.3.3 The fixed annual amount of the multi-couple fee shall
be subject to annual review in accordance with the provisions set out in
Schedule II Part III.
6.2.4 Where the Sharer does not arrange its own separately
metered electricity supply, there will be an electricity fee element in the
Licence fee which (subject as provided below in this Clause and to the
provisions of Clause 6.3.5) shall be the cost to the Station Owner (if any) of
the electricity supply provided to and used by the Sharer. Such sum shall be
subject to periodic adjustment in accordance with Clause 6.3.5 to take into
account any tariff changes or alterations in the supply to the Sharer. If the
Station Owner obtains a discounted price for bulk purchase of electricity, it
shall be required to discount the cost to the Sharer at the Station to the same
extent.
6.2.5 The special fees element of the Licence fee shall be the
amount specified (if any) in the relevant Site Licence and in accordance with
the provisions in Clause II.d. therein contained.
6.3.1 The Licence fee for each Station shall be calculated in
accordance with Clause 6.2 and will be invoiced monthly in advance on the first
of each month for payment by no later than the 28th day following the date of
the invoice ("the due date").
6.3.2 If any payment of the Licence fee is not made on the due
date then, without prejudice to any other rights which the Station Owner may
have, the Sharer shall pay interest (calculated on a daily basis) on any
outstanding amount from the due date until payment, at the rate of 4% per annum
above base rate of Barclays Bank PLC applicable during the time of non-payment.
6.3.3 The multi-couple fee will be payable from the date of
operational commencement of transmission of the Qualifying Service to which it
relates, from the Sharer's antenna.
6.3.4 Where in accordance with the terms of this agreement,
the Accommodation and/or Equipment at a Station is altered, removed or
supplemented by additional Common Accommodation or Common Equipment and/or
additional Sharer's Exclusive Accommodation or Sharer's Exclusive Equipment
there shall be an adjustment in the Licence fee payable by the Sharer for that
Station in accordance with the provisions of the rate card which shall take
effect from the date operational commencement or cessation of use of such
altered/additional or removed Accommodation and/or Equipment occurs.
9
6.3.5 The electricity fee element of the Licence fee shall be
included in the monthly Station Licence fee invoice on a basis of actual metered
consumption or consumption reasonably estimated annually in advance from the
previous year's total electricity consumption of that or a similar Station. Save
as hereinafter provided, the actual amount for each calendar year shall be
determined as soon as reasonably practicable after 31st December of that year,
and in any event no later than 31st March of the following year, and shall be
promptly thereafter notified by the Station Owner to the Sharer. Any over or
under payment of this element of the Licence fee for a particular year will be
repaid or paid in addition, within 28 days of notification of the relevant
amount by the Station Owner. No adjustment to the estimated cost will be made,
however, for any station which has been a Standard TV Station for the period
during which it qualified as such a Station. In these cases the figure for the
annual cost of the electricity supply provided to the Sharer for that Station
shall be a fixed charge agreed annually in advance which shall be deemed to be
the actual cost notwithstanding any actual tariff, change in tariff, discount or
altered, removed or supplemented Accommodation or Equipment at that Station.
6.3.6 Where a Sharer provides Technical Services for a third
party who has entered into a direct site sharing licence with the Station Owner
then the use of Common Accommodation and Equipment in carrying out such
Technical Services for that third party is not taken into account in determining
the Licence fee payable by the Sharer to the Station Owner in respect of the
Station concerned.
Further Stations to be acquired, Additional Stations to be Shared and Removal of
--------------------------------------------------------------------------------
Stations
--------
7.1 Where any further station is to be acquired by either
party the acquiring party shall continue promptly to notify the other in writing
giving reasonable details as to the proposed Accommodation and Equipment.
7.2 After receipt of such notice from the party acquiring the
station the other party may request facilities for its Broadcast Channels at the
new station or may request facilities under Clause 7.5 by written notice to the
party acquiring the station ("the Additional Site Notice"). (In such
circumstances the parties should also proceed in accordance with the spirit of
the Operating Procedures Manual.) The station to which the Additional Site
Notice relates shall be deemed to be included in the relevant part of Schedule I
to this agreement from receipt of the Additional Site Notice by the party
acquiring the station. (On inclusion, the station becomes a Station for the
purposes of this agreement.) If operational commencement has not occurred within
12 months of the receipt of the Additional Site Notice, the Station shall cease
to be deemed to be included in Schedule I. However, further Additional Site
Notices may be served on the party acquiring the station by the other party and
the provisions of this Clause 7.2 shall apply to any such further Additional
Site Notice.
7.3 The parties shall enter into a licence in respect of each
Station in respect of which an Additional Site Notice has been given
substantially in the form of the Site Licence unless the parties expressly agree
otherwise. The Site Licence shall take effect from and its term shall commence
on the date that the Sharer is first permitted access for works at the new
Station in accordance with the provisions for access contained in the Operating
Procedures Manual (or, where the Station Owner carries out any installation
works on the Sharer's Exclusive Accommodation or Exclusive Equipment on the
Sharer's behalf, the date of commencement of such works). The initial term of
any such Site Licence shall be 15 years. The Licence fee commencement date for
that new Station shall be the date of operational commencement. For the
avoidance of doubt, the provisions of Clause 6.1 apply to Site Licences and
Stations referred to in this Clause 7, subject as provided in Clauses 7.2 and
7.3.
7.4 For record purposes Schedule I hereof shall be formally
updated as soon as reasonably practicable after 31st December in each year by an
exchange of lists of current Station details between the parties which shall be
appended as memoranda to this agreement (save where no additions or deletions
have occurred since the previous annual list was prepared).
10
7.5 In addition to any statutory rights accruing to the
parties one against another, it is agreed that where the Station Owner receives
a request for facilities for the purposes of the Sharer's Broadcast Channels at
any of its Stations and at any stations to which a party hereto has title but
which are not shared at that time and therefore not included in the lists in
Schedule I to this agreement, the Station Owner will, wherever economically
practicable for it, use all reasonable efforts to make such facilities available
and offer site sharing to the Sharer substantially on the terms of the Site
Licence save as may otherwise be agreed. Any further Site Licence shall take
effect and its term shall commence in accordance with the provisions of Clause
7.3.
7.6 The removal by the Station Owner of any Station from
Schedule I (as amended from time to time) shall only take place:-
(a) with the agreement of the parties;
(b) in accordance with the provisions of Clauses 10 or 11: or
(c) on the termination of the Site Licence for that Station.
7.7 Notwithstanding the expiration of the agreed term in
respect of any individual Site Licence under Clause 6.1.2 hereof, subject to
Clause 18 hereof the remaining provisions of this agreement shall continue in
operation and full effect.
7.8 The parties acknowledge that, save as provided in Clause
10, this agreement does not cover the situation where a Station Owner wishes to
share Sharer's Exclusive Accommodation or Sharer's Exclusive Equipment. The
terms of any such sharing are a matter for separate negotiation.
Operating Procedures Manual
---------------------------
8.1 The practical relationship between the parties in respect
of their respective management and operative running of the Stations shall be in
accordance with the Operating Procedures Manual and the parties hereto covenant
with each other to perform the obligations and directions on their parts
respectively as Station Owner and Sharer contained in the Operating Procedures
Manual relating to the Technical Services and Broadcast Channels at the
Stations.
8.2 The Operating Procedures Manual may be updated by the
agreement of the parties from time to time. Such update shall only take effect
when signed by the Executive Manager Operations on behalf of NTL and the General
Manager Transmission Operations on behalf of the BBC (or such other persons as
either party shall notify to the other in writing). For record purposes the
parties agree to exchange an updated copy of the Operating Procedures Manual at
the end of each year incorporating all updates to that date (if any) initialled
on behalf of both parties and such copy shall be annexed to this agreement.
Capital Contributions for a Standard TV Station
-----------------------------------------------
9.1 For the avoidance of doubt it is noted that from the date
of this agreement each party shall be responsible for establishing its own
Standard TV Stations and shall not be entitled to call for any capital
contributions from the other party hereto (save as provided in this agreement in
relation to Exclusive Accommodation and in Clause I.d.1.(ii) and (iii) of the
Site Licence).
9.2 The parties may agree whatever they see fit from time to
time regarding capital contributions in respect of all other stations.
Sub-Licensing, Assignment and Cessation of Sharing
--------------------------------------------------
11
10.1 Subject to Clause 13 below:-
10.1.1 The Sharer shall have no right to grant any
assignment, sub-letting or sublicence of all or part of the rights granted under
the Site Licence except for sub-licences granted in accordance with this Clause
10.1.
10.1.2.1 Subject to 10.1.2.2 the Sharer may grant a
sub-licence under a Site Licence to a third party where Sharer's Exclusive
Equipment owned by the third party is, or is to be, located on the Sharer's
Exclusive Accommodation or is or is to be connected directly to other Sharer's
Exclusive Equipment (whether or not such Sharer's Exclusive Equipment is also
located on Sharer's Exclusive Accommodation or Common Accommodation). Subject to
the other provisions of this Clause 10, the Sharer may also grant a sub-licence
under a Site Licence where the third party is a local radio licensee which has
acquired or is to acquire Equipment as a result of section 133(6) of the
Broadcasting Act 1990 and the Equipment owned or to be owned by the proposed
Sub-Licensee is, or is to be, directly located on Common Accommodation. The
Sharer may not grant a sub-licence under a Site Licence to a third party, other
than such a local radio licensee, to permit equipment owned or to be owned by
the third party to be directly located on Common Accommodation.
10.1.2.2 The Sharer may only grant a sub-licence to a third
party at a Station in respect of the Sharer's Exclusive Equipment used or to be
used for or by that third party at the Station for any of the Broadcast Channels
or for Technical Services in respect of the Broadcast Channels and the Other
Broadcast Channels.
10.1.3 Any sub-licence granted in accordance with Clause
10.1.2 shall include terms to the following effect:
1. (a) The sub-licence will terminate on the expiry or
earlier termination of the Sharer's Site Licence; and
(b) immediately prior to the expiry of the sub-licence, the
Sub-Licensee shall remove (or have removed) the Sharer's Exclusive
Equipment owned by it.
2. The Sub-Licensee shall not be permitted or permit others
to enter the Station except in the following circumstances:
(a) the Sub-Licensee may enter the Station to view any
Sharer's Exclusive Equipment owned by the Sub-Licensee provided that
the representatives carrying out the viewing have been approved by the
Station Owner prior to entry (such approval not to be unreasonably
withheld or delayed);
(b) the Sharer may enter to carry out works of installation,
inspection, maintenance, repair, renewal or removal in relation to the
Sharer's Exclusive Equipment owned by the Sub-Licensee, subject to the
restrictions on such works contained in the Operating Procedures Manual
and the Site Licence;
(c) third parties (or the Sub-Licensee) may enter with the
prior consent of the Station Owner, to carry out the works described in
(b) above, such consent not to be unreasonably withheld or delayed, if:
(i) the Sharer's Exclusive Equipment owned by the
Sub-Licensee is situated in or on the Sharer's Exclusive
Accommodation or is directly connected to Sharer's Exclusive
Equipment (whether or not such Sharer's Exclusive Equipment is
located on Sharer's Exclusive Accommodation or Common
Accommodation); and
(ii) the third party (or the Sub-Licensee) enters
into a direct contract with
12
the Station Owner, if required to do so by the Station Owner,
governing the maintenance procedures and works practices that
must be observed on the Station and which may include:-
(aa) an indemnity similar to that contained
in Clause II b.b. of the Site Licence in favour of
the Station Owner if so required by the Station
Owner; and
(bb) a provision requiring all or part of
such works as the Station Owner shall in its
discretion decide to be performed or supervised by
the Station Owner; and
(cc) a provision for the costs properly
incurred of such performance or supervision to be met
by the relevant Sub-Licensee.
(d) the Sub-Licensee may allow representatives of the Director
General of Telecommunications to enter the Station insofar as necessary
to comply with any Wireless Telegraphy Act Licence granted to that
Sub-Licensee under section 1 of the Wireless ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
10.1.4 Notwithstanding the rights granted in this Clause 10.1,
the Sharer shall remain fully liable to the Station Owner for the acts and
omissions of its Sub-Licensees or the third parties referred to in this Clause
10.1 (including if applicable the failure of a Sub-Licensee to remove any
Sharer's Exclusive Equipment owned by it prior to termination of its sub-licence
and the cost of reinstating any damage caused by such removal). For the
avoidance of doubt, subject as provided in this Clause 10.1, the covenants on
the Sharer's part relating to the provisions of the Operating Procedures Manual
and the Site Licence shall apply to the Sharer in respect of any Sharer's
Exclusive Equipment owned by the Sub-Licensee on the Station as they do
generally to the Sharer's Exclusive Equipment.
10.1.5 For the avoidance of doubt (and without prejudice to
Clause 10.1.3(2)(c)(ii)(cc)) the Station Owner shall not be entitled to any fee
from or in respect of the sublicence (except as provided in Clause 6.2.3, if
applicable) but the Licence fee payable by the Sharer shall be calculated as if
the rights exercisable by the Sub-Licensee were exercisable by the Sharer
(except for any multi-couple fee payable in accordance with Clause 6.2.3).
10.1.6 For the avoidance of doubt the BBC confirms that it has
consented to the grant of sub-licences complying with this Clause 10.1 in favour
of any local radio licensee who acquires or has acquired ownership of NTL's or
IBA's Exclusive Equipment pursuant to section 133(6) of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇.
10.1.7 Nothing in this agreement shall:-
(a) prevent the Station Owner from entering into agreements
with third parties to use its Stations and/or Accommodation and
Equipment at its Stations (other than the Sharer's Exclusive Equipment
and/or Sharer's Exclusive Accommodation (save as provided in Clauses
10.4(i) and 10.5(i))) whether by lease, licence, sub-letting or
otherwise provided that the Sharer's rights under this agreement are
preserved;
(b) prevent the Station Owner from retaining its rights of
access at all times over all parts of the Station (including rights of
access to any Sharer's Exclusive Accommodation) as provided in the
Operating Procedures Manual, or otherwise by prior arrangement with the
Sharer (save in cases of emergency when no prior arrangement shall be
necessary); or
(c) prevent the Sharer from entering into Multi-Couple
arrangements with third parties using the Sharer's Exclusive Equipment
on a Station, where the third party has contracted with the Sharer for
the Sharer to provide facilities for any of the Broadcast
13
Channels but where the third party does not own any of the Equipment to
be used on the Station.
10.2 Subject to Clause 10.8 below, if:-
1. Sharer's Exclusive Equipment owned by a Sub-Licensee is
located on or in Common Accommodation (disregarding Ancillary
Equipment) which is permitted only as provided under Clause 10.1.2.1;
and
2. either
(a) the Sub-Licensee ceases to require any Technical Services
from the Sharer;
or
(b) the Sharer ceases to own any Sharer's Exclusive Equipment
(disregarding Ancillary Equipment) or any of the Common Equipment
referred to in Clause 12.3 in or on the same Common Accommodation;
the Sharer shall
(i) in the case of (1) and (2)(b) above both
applying, if required by the Station Owner, terminate the
relevant sub-licence in accordance with its terms and the Site
Licence for the Station shall be terminated or amended if
appropriate; or
(ii) in the case of (1) and (2)(a) above both
applying, terminate the relevant sub-licence in accordance
with its terms and the Site Licence for the Station shall be
amended if appropriate.
10.3 Subject to Clause 10.8 notwithstanding that ownership of
all Accommodation remains vested at all times in the Station Owner, (save as
provided in Clause 5.5.3) if:-
(a) any Sharer's Exclusive Accommodation is constructed by or
at the sole cost of the Sharer or any Sub-Licensees of the Sharer or is
provided for the Sharer and/or any SubLicensee by the Station Owner;
and
(b) the Sharer has transferred ownership of some but not all
of the Sharer's Exclusive Equipment (or any of the Common Equipment as
referred to in Clause 12.3) housed in or on such Exclusive
Accommodation to a third party or third parties and has granted a
sub-licence as permitted under Clause 10.1.2; and
(c) the Sub-Licensee concerned has ceased to require any
Technical Services from the Sharer; then
the Sharer shall terminate the relevant sub-licence but the Sharer shall be
entitled to grant a new sublicence to permit the former Sub-Licensee to continue
to use the Sharer's Exclusive Accommodation (together with any appurtenant
rights in or of access to and egress from the Sharer's Exclusive Accommodation).
However, the Sharer shall not be entitled to grant such a new sub-licence unless
(if necessary) the former Sub-Licensee also enters into a direct site sharing
licence with the Station Owner in order to permit any Sharer's Exclusive
Equipment owned by that former Sub-Licensee to be located on the Station other
than in that Exclusive Accommodation (together with any appurtenant rights of
access to and egress from the Station and in respect of use of such Equipment).
10.4 Subject to Clause 10.8 notwithstanding that ownership of
all Accommodation remains vested at all times in the Station Owner, (save as
provided in Clause 5.5.3) if:-
(a) (i) any Sharer's Exclusive Accommodation is provided for
the Sharer and/or any
14
Sub-Licensee by the Station Owner; or
(ii) any Sharer's Exclusive Accommodation is constructed by or
at the sole cost of the Sharer or any Sub-Licensee of the Sharer; and
(b) (i) the Sharer transfers or has transferred all the
Sharer's Exclusive Equipment housed in or on such Sharer's Exclusive
Accommodation (disregarding Ancillary Equipment) to a Sub-Licensee or
Sub-Licensees in circumstances permitted under Clause 10 hereof; but
(ii) the Sub-Licensee(s) continue to require Technical
Services from the Sharer; and
(c) a third party (including a Sub-Licensee) asks the Station
Owner to make Accommodation available at the Station for Broadcasting any
services comprised in the Broadcast Channels or Other Broadcast Channels;
then, (notwithstanding the presence of any such Common Equipment as referred to
in Clause 12.3);
(i) the Sharer shall, if requested by the Station
Owner, surrender up possession of such Sharer's Exclusive
Accommodation to the Station Owner and if the provisions of
10.4(a)(ii) above apply, in consideration for such surrender
the Station Owner shall pay to the Sharer a sum equivalent to
the replacement cost of such Sharer's Exclusive Accommodation
taking into account the expired life of the Exclusive
Accommodation based on a useful life of 25 years and
calculated at the date of surrender; and
(ii) if possession of such Sharer's Exclusive
Accommodation is so surrendered, the Sharer shall terminate
any subsisting sub-licences granted to its Sub-Licensees in
respect of the Exclusive Accommodation concerned and the
relevant Site Licence shall be terminated or amended
accordingly if appropriate.
10.5 Subject to Clause 10.8 notwithstanding that ownership of
all Accommodation remains vested at all times in the Station Owner, (save as
provided in Clause 5.2.3) if:-
(a) (i) any Sharer's Exclusive Accommodation is provided for
the Sharer and/or any Sub-Licensee by the Station Owner; or
(ii) any Sharer's Exclusive Accommodation is constructed by or
at the sole cost of the Sharer and/or any Sub-Licensee of the Sharer;
and
(b) the Sharer transfers or has transferred all the Sharer's
Exclusive Equipment housed in or on such Sharer's Exclusive
Accommodation (disregarding Ancillary Equipment) to a Sub-Licensee or
Sub-Licensees in circumstances permitted under Clause 10 hereof; and
(c) the Sub-Licensee or Sub-Licensees referred to in Clause
10.5(b) above, cease to require any Technical Services from the Sharer;
then, (and notwithstanding the presence of any such Common Equipment as referred
to in Clause 12.3);
(i) the Sharer shall, if requested by the Station
Owner, surrender up possession of such Sharer's Exclusive
Accommodation to the Station Owner and if the provisions of
10.5(a)(ii) above apply, in consideration for such surrender
the Station Owner shall pay to the Sharer a sum equivalent to
the replacement cost of such Sharer's Exclusive Accommodation
taking into account the expired life of the Exclusive
Accommodation based on a useful life of 25 years and
calculated at the date of surrender; and
15
(ii) if possession of such Sharer's Exclusive
Accommodation is so surrendered, the Sharer shall terminate
any subsisting sub-licences granted to its Sub-Licensees in
respect of the Exclusive Accommodation concerned and the
relevant Site Licence shall be terminated or amended
accordingly if appropriate.
10.6 Subject to Clause 10.8, if in addition to 10.2, 10.3,
10.4 or 10.5 above, the Sharer transfers or has transferred ownership of
Sharer's Exclusive Equipment (disregarding Ancillary Equipment) located on a
multi-couple antenna system to the Sub-Licensees whose services are transmitted
from that said antenna system, so that all services operating from that said
system have been the subject of such transfer of ownership, then, if the Station
Owner so requires, the Sharer shall remove any of its remaining Ancillary
Equipment comprised in the said antenna system from the Station (reinstating any
damage caused by such removal).
10.7.1 If a Sub-Licensee enters into a direct site sharing
licence with the Station Owner, following termination of its sub-licence from
the Sharer pursuant to Clauses 10.2, 10.3, 10.4(ii) or 10.5(ii) the Sharer shall
not be liable or required by the Station Owner to enforce the provision referred
to in Clauses 10.1.3(1)(b) above, or Clause 10.1.4 insofar as it relates to
removing Equipment owned by a Sub-Licensee from the Station or similar provision
with regard to that person.
10.7.2 The Sharer shall from time to time, when requested by
the Station Owner, inform the Station Owner as to what Sharer's Exclusive
Equipment is owned other than by the Sharer and give details of such ownership.
10.8.1 Until the expiry of the Compulsory Period, the Station
Owner shall have no right:-
(a) to require the Sharer to terminate and the Sharer shall
have no obligation to terminate any sub-licence under Clauses 10.2 to
10.7 (inclusive); or
(b) to require the Sharer to surrender up possession of the
Sharer's Exclusive Accommodation under Clauses 10.4 or 10.5 and the
Sharer shall have no obligation to surrender up possession of the
Sharer's Exclusive Accommodation under Clauses 10.4 or 10.5; or
(c) to require the Sharer to remove Ancillary Equipment and
the Sharer shall have no obligation to remove such Equipment under
Clause 10.6;
if a Sub-Licensee has originally acquired Equipment as a result of Section
133(6) of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
10.8.2 The Compulsory Period is the period from the Effective
Date until:-
(a) the 1st January 1993; or
(b) the date when the programme contract in force immediately
prior to the 1st January 1991 between the IBA and the Sub-Licensee
would have expired in accordance with its fixed term (and
notwithstanding the premature termination of such contract in
consequence of the Broadcasting Act 1990);
whichever is the later.
10.9 A diagram is attached as Schedule IV to this agreement in
respect of Clauses 10.2 to 10.5 (inclusive) and Clause 10.8 for illustrative
purposes only.
10.10 Where the Sharer has ceased all its Technical Services
in respect of its Broadcast Channels and/or Other Broadcast Channels from a
Station it shall terminate its Site Licence for that Station in accordance with
Clause IV.1.(b) of the Site Licence.
16
Relocation or Sale of Station by Station Owner
----------------------------------------------
11.1 If the Station Owner wishes to dispose of its Common or
Common and Exclusive Accommodation or its Common or Common and Exclusive
Equipment located at a Station or has no further use for or wishes to relocate a
Station it may do so and the Site Licence shall be modified/terminated
accordingly except where the Sharer has a continued requirement for use of such
Common Accommodation or Common Equipment where and in such circumstances the
Station Owner shall be required, where practicable, to use all reasonable
endeavours in accordance with Clause 11.2 to ensure that the Sharer's
requirements in respect of Technical Services for its Broadcast Channels
transmitted from that Station and rights under this agreement continue to be met
or satisfied.
11.2 Subject to Clauses 10.1.7(a) and 11.4 the Station Owner,
at its option, shall meet the obligation in Clause 11.1 (unless agreed otherwise
at the time of commencement of the Site Licence) either:
11.2.1 if the Station is to be relocated or if, for reasons
beyond its reasonable control, the Station Owner is prevented from continuing to
use a Station, by providing Accommodation and Common Equipment for the Sharer at
the relocated or any available alternative Station, in all material respects
equivalent (including as to suitability for the Broadcast Channels) to those
provided to the Sharer at the original Station together with a replacement Site
Licence in respect of the same; or
11.2.2 if the Station Owner has a disposable title then,
subject to any constraint imposed
(i) on any freehold title to the Station or,
(ii) where that title is leasehold in the lease of
that Station,
by giving the Sharer a right of pre-emption to acquire the Station Owner's
interest in the land comprising the Station (and in buildings upon which the
Station is located) (together with any Accommodation and Equipment on the
Station which are required for Technical Services in respect of the Broadcast
Channels of the Sharer or its Sub-Licensees or for the current transmission
services of the Licensees, who are to remain on the Station) at the Reasonable
Price. The right of pre-emption shall be promptly notified by the Station Owner
in writing to the Sharer. The Station Owner shall deduce title to the Sharer in
accordance with the National Conditions of Sale (20th Edition) and shall notify
the Sharer in writing of all matters (of title or otherwise) adversely affecting
the Station of which the Station Owner is aware. If this right of pre-emption is
exercised by the Sharer the Station Owner shall assign or otherwise, at the
Sharer's request, use all reasonable endeavours to terminate any licences, or
sub-licences of or to any Licensees at the Station or to ensure that any
Licensees who wish to remain and who are not lessees of the Station Owner shall
enter into a direct site sharing licence with the Sharer as part of such
transfer, on such terms as the Sharer shall reasonably require. Where this
transfer occurs the Station Owner shall be entitled either:-
(a) to remove, if it wishes, all or any of:
(i) its Exclusive Equipment on the Station; and/or
(ii) any Exclusive Accommodation (other than land)
on the Station; and/or
(iii) any Common Equipment on the Station;
comprising items of Equipment or Accommodation which are no longer needed for
the Technical Services in respect of the Broadcast Channels of the Sharer or its
Sub-Licensees or the transmission services of the Licensees who are to remain on
the Station; or
(b) at the Sharer's request, to negotiate a price with the
Sharer for the disposal of all
17
or any of the Accommodation and Equipment referred to in 11.2.2(a) from
the Station Owner to the Sharer.
If however the Station Owner fails to remove any such
Equipment or Accommodation as is referred to within 11.2.2(a) within 12 months
of the Sharer acquiring title to the Station in accordance with Clause 11.2.2
the Sharer shall automatically acquire all such title as the Station Owner had
in such Accommodation or Equipment without further consideration being due;
or,
11.2.3 only where 11.2.1 and 11.2.2 above are unreasonable or
impracticable, then by entering into special arrangements with the Sharer for
individual sites in accordance with the spirit of the provisions of this
agreement.
11.3.1 The Reasonable Price shall be the value of the Station
Owner's interest in the land comprising the Station (if any) together with such
of the Accommodation and Equipment on the Station which is the subject of the
right of pre-emption (subject to any registered or overriding interests) in the
open market at the time of notification of the right of pre-emption, as agreed
between the Station Owner and the Sharer. Failing agreement such value shall be
determined by an independent surveyor who shall be appointed by agreement
between the parties or, failing agreement, by the president for the time being
of the Royal Institute of Chartered Surveyors on the application of either
party. The independent surveyor shall act as arbitrator and his decision shall
be final and binding on the parties.
11.3.2 The Sharer shall not be under any obligation under this
Clause 11 to proceed with the acquisition of the Station Owner's interest
following the agreement or determination of the Reasonable Price. The Sharer
shall notify the Station Owner whether or not it wishes to proceed with the
acquisition within 3 months of such agreement or determination of the Reasonable
Price. If accepted by the Sharer, the Sharer shall pay the Reasonable Price on
completion of the acquisition. The parties shall use all reasonable endeavours
to complete the transaction within 3 months of notification of the Sharer's
acceptance to the Station Owner of the Reasonable Price, or as soon as
reasonably practicable thereafter.
11.4 Unless otherwise agreed the Station Owner shall meet all
reasonable costs of providing the Accommodation and Common Equipment to be
provided to the Sharer in accordance with Clause 11.2.1 including costs to
develop any relocated or available alternative Station so that equivalent
Accommodation and Common Equipment are provided except where the Station Owner
was prevented from continuing to use the Station for any reason beyond its
reasonable control (such as where the Station Owner is unable to renew its
rights to occupy any land or buildings comprised in a Station and/or where
renewal is only available on unreasonable terms).
Other Broadcast Channels
------------------------
12.1 Subject as provided in Clauses 12.2 and 12.3 it is hereby
agreed that if either party hereto requests Equipment and/or Accommodation to
enable it to provide any Technical Services in respect of Other Broadcast
Channels at the other's Stations the other party shall make such Equipment
and/or Accommodation available on the same terms (including as regards entering
into Site Licences and the application of the Licence fee) as Accommodation
and/or Equipment are made available for the Broadcast Channels under this
agreement.
12.2 The parties acknowledge that the Operating Procedures
Manual may need to be amended to take into account any Other Broadcast Channels
which are brought within the ambit of this agreement in accordance with Clause
12.1. The parties agree that the Operating Procedures Manual shall be amended to
include such provisions as are necessary and reasonable to take account of such
Other Broadcast Channels by the introduction of such comparable operating
procedures as the parties shall agree. Failing agreement and without prejudice
to Clause 15.3, either party may refer to the independent arbitrator referred to
in Clause 15.2, to determine what amendments are necessary
18
and reasonable and his decision shall be final.
12.3.1 It is acknowledged by the parties that Accommodation
and Equipment for Other Broadcast Channels may require substantial capital
expenditure. If, therefore, after the date of this agreement the Sharer bears
the initial capital costs incurred in providing any new Common Equipment or
Common Accommodation for any other Broadcast Channels or in making significant
alteration to Common Equipment or Common Accommodation for them the parties
acknowledge that it will be appropriate to reduce the Licence fee payable to
take into account such costs borne by the Sharer.
12.3.2 It is further agreed that notwithstanding any other
provision of this agreement, the Operating Procedures Manual or any Site
Licence, where the Sharer bears the initial capital costs for any Common
Equipment for the purposes contemplated in 12.3.1 above, then the Sharer shall
be the full legal owner of that Equipment notwithstanding that it is used in
common with the Station Owner or its Licensees and notwithstanding the
provisions of clauses 5.2 and 5.3. The repair and maintenance provisions of this
agreement (including the maintenance fee element of the Licence fee), the
Operating Procedures Manual and the Site Licences shall apply to such Common
Equipment, but it shall be deemed to be Exclusive Equipment for the purposes of
the Sharer's rights to remove or dispose of such Equipment under this agreement,
the Operation Procedures Manual and any applicable Site Licence and in
particular for the purposes of Clauses 5.5.2 and 11.
12.3.3 The parties agree to negotiate in good faith and
without delay after the execution of this agreement (i) as to how the Licence
fee should be adjusted in the circumstances set out in 12.3.1; and (ii) as to
the appropriate compensation which will be payable by the Sharer to the Station
Owner where the Sharer removes such Equipment.
12.3.4 Save for the principles set out in Clauses 12.3.1 and
12.3.2 the parties acknowledge that they have not considered or agreed in detail
the application of this agreement, the Operating Procedures Manual or the Site
Licence to the Equipment referred to in Clause 12.3.1. The parties agree to
negotiate further in good faith the detailed application of this agreement, the
Operating Procedures Manual and the Site Licence to such Equipment when
reasonably required by either party.
12.3.5 Use by the Station Owner or its Licensees of the Common
Equipment provided by the Sharer for Other Broadcast Channels as referred to in
this Clause 12.3 shall be ignored for the purpose of determining whether
Accommodation is Sharer's Exclusive Accommodation or Common Accommodation for
the purposes of this agreement, the Operating Procedures Manual and the Site
Licence.
12.3.6 Use by the Sharer or its Sub-Licensees of the Common
Equipment provided by the Sharer for the Other Broadcast Channels as referred to
in this Clause 12.3 shall be ignored for the purpose of determining whether
Accommodation is Station Owner's Exclusive Accommodation or Common Accommodation
for the purposes of this agreement, the Operating Procedures Manual and the Site
Licence.
Assignment of this Agreement
----------------------------
13.1 Neither party may assign this agreement in whole or in
part without the prior written consent of the other party.
13.2 Such consent shall not be unreasonably withheld or
delayed if the proposed assignee agrees:-
13.2.1 to become the Station Owner of all the Stations of the
assignor as listed in the relevant part of Schedule I and to enter into a Site
Licence in favour of the other party hereto in respect of each of those
Stations, to replace and on the same terms as those in force previously between
the assignor and the other party, subject as provided below; and
19
13.2.2 to enter into a Site Licence with the Station Owner in
respect of each of the Stations of which the other party is the Station Owner,
to replace and on the same terms as the Site Licences previously in force in
respect of those Stations, subject as provided below; and
13.2.3 to execute a deed of covenant (under seal if
appropriate) in favour of the other party to this agreement agreeing to be bound
by the provisions of this agreement, provided always that such other party may
determine that the Operating Procedures Manual shall not apply as between the
assignee and itself but that such other operating procedures manual as it shall
reasonably require shall be substituted in Schedule V for and take effect in
place of the Operating Procedures Manual which applied as between the assignor
and that party.
13.3.1 The obligations under the terms of this agreement, the
Operating Procedures Manual and the Site Licence relating to:-
(a) performance of any works of installation, inspection,
maintenance, repair, renewal or removal in respect of Accommodation and
Equipment at the Stations by the Sharer; and
(b) performance of any works of installation, inspection,
maintenance, repair, renewal, or removal in respect of Accommodation
and Equipment (other than Station Owner's Exclusive Accommodation or
Exclusive Equipment) at the Station by the Station Owner
cannot be assigned or sub-contracted to third parties save as therein expressly
permitted, without the prior written consent of the other party, such consent
not to be unreasonably withheld or delayed.
13.3.2 It would not be considered unreasonable for the Station
Owner or the Sharer, as appropriate, to refuse consent where it is reasonably
considered that the assignment or subcontracting of the works referred to in
Clause 13.3.1 above would be detrimental to the technical operation of any
Broadcast Channel.
Priority of Obligations
-----------------------
14.1 Unless the parties expressly agree otherwise in writing:-
14.1.1 In the case of any discrepancies between the terms of
this agreement and a Site Licence or the Operating Procedures Manual (as updated
or substituted pursuant to any of Clauses 8.2, 12.2 or 13.2.3) the terms of this
agreement shall prevail; and
14.1.2 Subject as provided in Clause 14.1.1, in the case of
any discrepancy between a Site Licence and the Operating Procedures Manual (as
updated or substituted in accordance with any of Clauses 8, 12.2 or 13.2.3) the
terms of the Operating Procedures Manual shall prevail.
14.2.1 Notwithstanding any other provisions of this agreement,
the Operating Procedures Manual or the Site Licence, neither of the parties
hereto shall be:-
(i) required to do anything in contravention of any
Applicable Regulations; or
(ii) required to refrain from doing anything the
party is required to do under such Applicable Regulations; or
(iii) liable to the other party for failing to do
anything which if done would be in contravention of Applicable
Regulations.
14.2.2 For the purposes of Clause 14.2.1 Applicable
Regulations shall mean any applicable statute, direction of any competent
authority, any Telecommunications Act Licence granted to the party under section
7 of the Telecommunications ▇▇▇ ▇▇▇▇ or any Wireless Telegraphy Act Licence
granted to the party under section 1 of the Wireless ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
20
Disputes
--------
15.1 In the event of any dispute or disagreement arising
between the parties hereto relating to the legal interpretation of any of the
Clauses of this agreement and/or the Site Licence and/or the Operating
Procedures Manual the matter may be referred to an independent arbitrator to be
agreed between the parties or to be appointed in default of agreement in respect
of any Stations in England and Wales (on the application of either of the
parties), by the President for the time being of The Law Society of England and
Wales, or in respect of any issue related specifically to Stations in Scotland
to and by the President of the Scottish Law Society, and in respect of matters
related specifically to Stations in Northern Ireland to and by the President of
the Law Society of Northern Ireland, the construction of this agreement to be
dealt with by themselves or by such other arbitrator as they shall direct, and
generally in accordance with the Arbitration Acts 1950 and 1979 or any statutory
modification or re-enactment thereof for the time being in force.
15.2 In the event of any dispute or disagreement relating to
the technical application of the Operating Procedures Manual or the Site Licence
and the performance thereof then such dispute or disagreement shall be referred
to the President of the Institute of Electrical Engineers to be dealt with by
himself or by such other arbitrator as he shall direct and generally in
accordance with the Arbitration Acts as referred to in Clause 15.1.
15.3 Clauses 15.1 and 15.2 are without prejudice to the rights
of either party to refer to Oftel where appropriate.
Amendment/Variations
--------------------
16. The parties shall only be at liberty to amend this
agreement by agreement in writing signed by authorised signatories for and on
behalf of both of the parties.
Further Assurance
-----------------
17. The parties undertake with each other to execute and do
all such deeds, documents, assurances, acts and things as may be necessary or
requisite for putting into effect the provisions of this agreement.
Termination
-----------
18.1 Subject as provided in Clause 18.3 either party may
terminate this agreement by at least 5 years' notice in writing to the other
expiring on 31st December 2005 or any date which is the date ten years or a
multiple of ten years after 31st December 2005.
18.2 Subject as provided in Clause 18.3 either party may
terminate this agreement forthwith by notice in writing to the other upon the
happening of any of the following events:
18.2.1 if the other shall commit a material breach of any of
the obligations on its part to be performed or observed hereunder and, in the
case of a breach capable of rectification, shall fail to initiate steps to
rectify the same within 30 days after notice is given to it by the party not in
breach requiring such rectification or shall fail to continue thereafter with
all reasonable speed to complete such rectification; or
18.2.2 if the other party shall become insolvent or if a
receiver, administrator or administrative receiver shall be appointed in respect
of the whole or any part of its assets or if any order shall be made or a
resolution passed for winding up that other party (other than a resolution for a
members voluntary winding up for the purpose of amalgamation or reconstruction
on terms previously approved in writing by the party not the subject of the
winding up) or if the other party shall file for bankruptcy, or if the other
party makes any other arrangement with its creditors, or if equivalent action
shall be taken or occur in any other jurisdiction; or
21
18.2.3 if the other party ceases to carry on or ceases legally
to carry on a broadcast transmission business or function.
18.3.1 Termination of this agreement shall be without
prejudice to the rights of the parties accrued to the date of termination
including for the avoidance of doubt the accrued rights of ownership of all
existing Stations, Accommodation and Equipment as at the date of termination.
18.3.2 Notwithstanding the provisions of Clauses 18.1 and
18.2, Clause 19 shall continue in full force and effect.
Confidentiality
---------------
19. Subject to the requirements of any Applicable Regulations,
each of the parties undertakes whilst this agreement is in force and thereafter
to, and to procure that its officers, employees, contractors and agents shall,
keep confidential and not disclose to any third party without the prior written
consent of the other party the contents of this agreement (save as provided
below) or any information which it has received from or which has been made
available by the other party verbally or in writing in relation to the business
or operation of the other party (excluding information which is or has become
public knowledge otherwise than by a breach by either party of this clause and
information which either party is required to disclose by order of a Court or
order of a competent authority). NTL shall however be entitled to disclose the
contents of this agreement to any potential purchasers of all or part of the
issued share capital of NTL and their respective advisers, provided that such
potential purchasers and advisers undertake to keep such information
confidential on similar terms as set out in this Clause. Each party undertakes
to apply within 14 days from the date of this agreement to the Director General
of Telecommunications for dispensation from the obligations of disclosure, if
any, in any licence granted to either party under section 7 of the
Telecommunications ▇▇▇ ▇▇▇▇.
22
SCHEDULE 1
PART I LIST OF BBC STATIONS
23
PART II LIST OF NTL STATIONS
SCHEDULE 1
PART I
(List of BBC Stations)
Page
----
A. Radio only MF/Non-MF...........................................................................43
B. Combined TV & Radio............................................................................44
C. TV only
1. Non-standard..........................................................................45
2. 10-49w output inclusive............................................................46-47
3. below 10w output ..................................................................48-49
24
SCHEDULE I
PART I
SECTION A
RADIO ONLY SITES *
ALSAGERS BANK
BOW BRICKHILL
BRIGHTON (SOUTHWICK)
CHURCHDOWN HILL
EXETER (▇▇▇▇▇▇'▇ ▇▇▇▇)
▇▇▇▇ ▇▇▇▇▇▇
FREEMANS COMMON
GREENSIDE SCALP
HIGH ▇▇▇▇▇▇▇
KINGS HEATH
LEICESTER (ANSTEY LANE)
LOTS ROAD
MADINGLEY
MANGOTSFIELD
MAPPERLEY RIDGE
MERSEYSIDE (ALLERTON PARK)
NORTHAMPTON VHF
PLYMOUTH (▇▇▇▇▇▇ BARRACKS)
SHREWSBURY
SIDEWAY
STOCKTON
TORBAY (OCCOMBE)
▇▇▇▇▇▇▇
* NTL's use - rate card 1 and/or 2 applicable.
25
SCHEDULE I
PART I
SECTION B
COMBINED TV AND RADIO *
ALEXANDRA
PALACE
BATH
BILSDALE
▇▇▇▇▇▇▇▇ MOUNTAIN
FENHAM
GIRVAN
GUILDFORD
HANNINGTON
HASLEMERE
HASTINGS
HEATHFIELD
KILVEY HILL
LIMAVADY
LONDONDERRY
MALVERN
MARLBOROUGH
MENDIP
NEWHAVEN
OXFORD
REIGATE
SHEFFIELD (TAPTON HILL)
▇▇▇▇▇▇ COLDFIELD
THE WREKIN
WHITEHAWK HILL
(BRIGHTON)
* NTL's use - rate card 2 applicable
26
SCHEDULE I
PART I
SECTION C
TV ONLY *
1. NON-STANDARD
ABERDARE GLENGORM PONTYPRIDD
ALDEBURGH GLENMARKSIE (LINK) PORT ST ▇▇▇▇
▇▇▇▇▇▇ GLOSSOP REDRUTH
ASHBOURNE HALTWHISTLE RHONDDA
▇▇▇▇▇▇▇▇ HILL HEMEL HEMPSTEAD ROSEMARKIE
BETWS-Y-COED ERTFORD ROWRIDGE
BIRCH VALE HIGH WYCOMBE SALISBURY
BLAENPLWYF ISLES OF SCILLY SCOVAL
BLUEBELL HILL ** KEELYLANG HILL SGURR MARCASAIDH (LINK)
BOLEHILL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EDGE
BRESSAY KIDDERMINSTER SKRIAIG
BRIERLEY HILL KILKEEL SOUTH KNAPDALE
BRISTOL ILCHESTER CRESCENT LADDER ▇▇▇▇ ▇▇▇▇▇▇▇ MOOR
BRISTOL KINGS ▇▇▇▇▇▇ ▇▇▇▇ LARK STOKE STORETON
BROMSGROVE LARNE SUDBURY
▇▇▇▇▇▇ LEEK TACOLNESTON
CALVER PEAK LLANDDONA TIDESWELL MOOR
CARMEL LLANDRINDOD ▇▇▇▇▇ TOROSAY
CLETTRAVAL LLANGURIG LINK TUNBRIDGE ▇▇▇▇▇
COLLAFIRTH HILL LONG MOUNTAIN VENTNOR
▇▇▇▇▇▇ MAESTEG WALTHAM
CRYSTAL PALACE MELVAIG (LINK) WEARDALE
▇▇▇▇▇ MIDHURST WENVOE
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ WEST RUNTON
EBBW VALE MYNYDD ▇▇▇▇▇▇ WEYMOUTH
EITSHAL NEWTON WHITBY
FALLS OF CONON (LINK) ▇▇▇▇▇▇'▇ MOUNT WINDERMERE
▇▇▇▇▇▇ PONTOP PIKE WINTERBOURNE ▇▇▇▇▇▇▇▇▇
GLENDOCHERTY (LINK) PONTYPOOL WOOLWICH
* NTL's use - rate card 2 applicable.
** excluding for the purposes of this agreement
all that leasehold land approximately 22 m by 16m
as demised by a Lease dated 17th August 1983 made
between the BBC (1) and the IBA (2).
27
SCHEDULE I
PART I
SECTION C
TV ONLY *
2. 10W-49W OUTPUT INCLUSIVE
ABERCRAF CATERHAM FINDON LEWES
ABERTILLERY ▇▇▇▇▇ ▇▇▇▇▇ FISHGUARD LIMBER HILL
AINSTABLE CERRIGYDRUDION FITFUL HEAD LLANDECWYN
AISLABY CHESHAM FODDERTY LLANDINAM
AMBERGATE CHILFROME GIGHA ISLAND LLANDYFRIOG
AMLWCH CLAONAIG GILFACH LLANELLI
ARDINTOUL CLAUDY ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLANGEINOR
ASCOTT-UNDER-WYCHWOOD CLUN GORTNALEE LLANHILLETH
AUCHMORE WOOD CLYRO GRANTOWN LLANRHAEADR-YM-MOCHNANT
BADACHRO COLDEAN GREAT MISSENDEN LUTON
BAINBRIDGE CONGLETON ▇▇▇▇▇▇▇▇▇ MALLAIG
BALBLAIR WOOD CONISTON HIGH MAN GREENWICH ▇▇▇▇▇▇▇
BARGOED CORWEN GUISBOROUGH MELVICH
BELCOO COUNTISBURY HARBORNE MERTHYR TYDFIL
BELLAIR COW HILL HARTINGTON MICKLEHAM
BELLANOCH CREDITON HAVERFORDWEST UHF MILLOM PARK
BELPER CROYDON (OLD TOWN) HAWKSHEAD MYNYDD ▇▇▇▇▇▇
▇▇▇ TONGUE DALIBURGH HAYWARDS HEATH MYNYDD PENCARREG
BENAGH DALMALLY ▇▇▇▇▇▇-ON-THAMES NESS OF ▇▇▇▇▇
BIDSTON DEINIOLEN HUGHENDEN NORTH BOVEY
BISHOPS STORTFORD DENTDALE HUMSHAUGH OAKELEY MYND
BLAENAVON DOLGELLAU HUNMANBY OGMORE VALE
BLAINA DOLYBONT HYTHE OKEHAMPTON
▇▇▇▇▇ ATHOLL DORKING ICOMB HILL OTFORD
BOWMORE DUNCRAIG INVERNESS OVER NORTON
BRETCH HILL DUNKELD KENLEY PATCHAM
BRIGHTON CENTRAL EAST ▇▇▇▇▇▇▇▇▇ KENMORE PENMAEN RHOS
CAMPBELTOWN EASTBOURNE KILBRIDE (SOUTH UIST) PENNAR
CANE ▇▇▇▇ ▇▇▇▇▇ NAB ▇▇▇▇▇▇ ▇▇▇▇▇ BRIDGE
CARNMONEY HILL FERNDALE KINGUSSIE PENRYN
CARRADALE FETLAR LAXEY PIDDLETRENTHIDE
PITLOCHRY WELWYN
POOLE WEST WYCOMBE
POPLAR WESTBOURNE
PORLOCK WESTWOOD
PORT ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
PORTH WONERSH
RAVENSCAR WOOBURN
RHAYADER ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
RHEOLA
RHYMNEY
ROMALDKIRK
ST JUST
ST MARKS
SEAHAM
SHOTLEYFIELD
SKIRMETT
SPEAN BRIDGE
STEYNING
28
STRACHUR
SWINISTER
TARBERT (▇▇▇▇▇▇)
TON PENTRE
TREFILAN
TREFIN
TULLICH
UBLEY
ULLAPOOL
WASHFORD UHF
WEAVERTHORPE
WEISDALE
* NTL's use - rate card 3 applicable.
29
SCHEDULE I
PART I
SECTION C
TV ONLY*
3. BELOW 10W OUTPUT
ABERYSTWYTH BUCKNELL EARDISTON HEREFORD UHF
AFON DYFI ▇▇▇▇▇▇▇ EASDALE HIGH ▇▇▇▇
ALDBOURNE ▇▇▇▇▇ PORT EAST DEAN HOPE
ARDNADAM BUSHMILLS EDALE IPSTONES EDGE
ARISAIG CAERGYBI ESH IRESHOPEBURN
ASHFORD-IN-THE-WATER CARHAMPTON EXFORD IRONBRIDGE
ATTADALE CARNO FAR HIGHFIELD KENILWORTH
AVOCH CARTMEL FERRYSIDE KENSAL TOWN
BACKBARROW CASTLEBAY FINCHLEY ▇▇▇▇▇
BALLACHULISH CASTLETON FIUNARY KILLOWEN MOUNTAIN
BALNAGUARD CEMAES FORT AUGUSTUS KILMACOLM
BALTASOUND CHAGFORD GELLI-FENDIGAID KILVE
▇▇▇▇▇▇ TOWN ▇▇▇▇ CHARLBURY GLENARIFF KINLOCHLEVEN
BETHESDA CHEPPING WYCOMBE GLENELLY VALLEY KINVER
BETWS-YN-RHOS CHESELBOURNE ▇▇▇▇▇ KIRKCUDBRIGHT
BIGGIN HILL CHINLEY GORTNAGEERAGH LAIRG
BIRCHOVER CHISBURY GRANDTULLY LAMBERHURST
BLACKWATERFOOT CLACHAN GRINTON LODGE LAMBOURN
BLAENAU GWENT COALBROOKDALE GRONANT ▇▇▇▇▇▇▇
BOW STREET COED DERW GUITING POWER LISBELLAW
BRADING CORFE CASTLE GULVAL LLANARMON-YN-IAL
BRAEMAR CORRIS HALESOWEN LLANBRYNMAIR
BRIDGNORTH ▇▇▇▇▇▇ RAVENSWORTH HAMMERSMITH LLANDDULAS
BRISTOL ▇▇▇▇▇▇ HOUSE CUSHENDALL HAMSTEAD LLANDYSUL
BRISTOL WARMLEY CUSHENDUN HANGLETON LLANGERNYW
BROAD HAVEN CWM FFRWD-OER HASTINGS OLD TOWN LLANGOLLEN UHF
BRONEIRION CYWYL ELFED HAZLER HILL LLANGURIG UHF
BRONWYDD ARMS DERRYGONNELLY HEDLEYHOPE LLANGYBI
BRUERNISH DURHAM HELSTON LLANIDLOES
BRUSHFORD DURNESS HEMDEAN (CAVERSHAM) LLANSAWEL
BUCKNA DYCHLIEMORE HEMEL HEMPSTEAD TOWN LLWYN ONN
LOCHINVER PERRANPORTH TALLEY
LONG ▇▇▇▇▇▇▇ PIEROWALL TARBERT (LOCH FYNE)
LUCCOMBE (IOW) PLUMBRIDGE TAYNUILT
LUDLOW POOLEWE TAYVALLICH
LULWORTH PORT ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ VALLEY PORTLEVEN THURSO
MACHYNLLETH PORTREATH TOMATIN
▇▇▇▇▇▇ BOTTOM PORTSLADE ▇▇▇▇▇▇
MICKLEFIELD PRAA SANDS ▇▇▇▇▇▇ LINK
MILLTHROP PWLL-GLAS TOMINTOUL
MOCHDRE RAMPISHAM UHF TORTEVAL
MONKSILVER REDDITCH TOTLEY RISE
MOUNTFIELD RHONDDA B TREGARON
MULDONAGH ROADWATER TURVES GREEN
NANT-Y-▇▇▇▇ ▇▇▇▇▇ UIG
▇▇▇▇▇▇▇▇▇ BRAES ROSEDALE ABBEY UNION ▇▇▇▇▇
NEW ▇▇▇▇▇▇▇▇▇ RUGELEY UPPER KILLAY
NEW BARNET RYE URSWICK
NEWPORT BAY ST ALBANS VOE
30
NEWTOWNARDS ST ▇▇▇▇▇▇▇ IN ROSELAND WALL
NORTH HESSARY TOR UHF ST DOGMAELS WEST ▇▇▇▇▇▇
OAKAMOOR SALTDEAN ▇▇▇▇ ▇▇▇▇▇
OBAN SCALLOWAY ▇▇▇▇▇▇ ERCHITE
OGBOURNE ST ▇▇▇▇▇▇ SEAGRY COURT WHITASIDE
ONICH SEDLESCOMBE ▇▇▇▇▇▇▇▇▇
OVER BIDDULPH SIDMOUTH WINSHILL
OVINGDEAN SISTON WINTERBOURNE ▇▇▇▇▇▇▇▇▇▇
PARBOLD SORN WIVENHOE PARK
PARWICH SOUTH MAESTEG WOODCOMBE
PEN-Y-BANC STAITHES YNYS PENNAL
PENCADER STAVELEY-IN-CARTMEL YSTUMTUEN
PENDERYN STRONTIAN
PENIFILER SUNDERLAND
* NTL's use - rate card 3 applicable.
31
SCHEDULE I
PART II
(List of NTL Stations)
Page
----
A. Radio only MF/Non-MF.......................................... 51
B. Combined TV & Radio........................................... 52
C. TV only
1. Non-standard............................................. 53
2. 10-49w output inclusive.................................. 54
3. below 10w output ........................................ 55-56
32
SCHEDULE I
PART II
SECTION A
RADIO ONLY SITES *
BAKERS WOOD
BLUNSDON
CHRISTCHURCH (NEWPORT)
DUXHURST
GREAT ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
KEMPSTON (BEDFORD MF)
▇▇▇▇▇▇▇ MILL
LEWSEY FARM (LUTON MF)
LITTLEBOURNE
NAISH HILL
SEDGLEY
SOUTH BENFLEET
SOUTHEND MF (RAYLEIGH)
ZOUCHES FARM (DUNSTABLE)
* BBC's use - rate card 1 and/or 2 applicable.
33
SCHEDULE I
PART II
SECTION B
COMBINED TV AND RADIO *
ABERGAVENNY LANCASTER
BELMONT LES TOUILLETS
BLACK HILL LETHANHILL
BLACK MOUNTAIN LLANFYLLIN
▇▇▇▇▇▇▇ ▇▇▇▇ NAILSWORTH
CARADON HILL NEWRY SOUTH
CHALFORD ▇▇▇▇▇▇▇
CHATTON PENDLE FOREST
CHESTERFIELD RIDGE HILL
CORNHOLME ROSNEATH
DARVEL ROSTREVOR FOREST
DURRIS ROTHESAY
EYEMOUTH RUMSTER FOREST
FFESTINIOG ST ▇▇▇▇▇▇ EXETER
HASLINGDEN ▇▇▇▇▇ ▇▇▇▇▇
HEBDEN BRIDGE STRANRAER
HUNTSHAW CROSS ▇▇▇▇▇▇
INNERLEITHEN TODMORDEN
KEIGHLEY WALSDEN SOUTH
KIRKCONNEL WHARFEDALE
KNOCK MORE WINTER HILL
* BBC's use - rate card 2 applicable
34
SCHEDULE 1
PART II
SECTION C
TV ONLY *
1. NON-STANDARD
ALDERNEY LEAMINGTON SPA
ANGUS LITTLEBOROUGH
ARFON MOEL-Y-PARC
BACUP MYNYDD BACH
BARSKEOCH HILL NEWCASTLE (NORTHERN IRELAND)
BEACON HILL NOTTINGHAM UHF
BIGGAR PENICUIK
BRECON UHF PERTH UHF
CALDBECK PLYMPTON
CIRENCESTER PRESELY
COP HILL ROSEHEARTY
CRAIGKELLY SADDLEWORTH
DARWEN SEDBERGH
DOVER SELKIRK
EMLEY MOOR SKIPTON
FAIR ISLE (LINK) ST AUSTELL
FREMONT POINT STOCKLAND HILL
GARTLY MOOR STRABANE
HALIFAX TAY BRIDGE
HEYSHAW WEST KILBRIDE
IDLE WHITEHAVEN UHF
KILLEARN ▇▇▇▇▇▇▇▇▇
KINGS ▇▇▇▇
* BBC's use - rate card 2 applicable.
35
SCHEDULE I
PART II
SECTION C
TV ONLY *
2. 10W-49W OUTPUT INCLUSIVE
ABERFOYLE CROCKERTON KIRKMICHAEL ROTHBURY
ABERTRIDWR CROESERW KIRKOSWALD SAINT HELIER
ADDINGHAM CULM VALLEY LLANUWCHLLYN SENNYBRIDGE
ALLESLEY PARK CWMAFON LLYSWEN SLAPTON
ANDOVERSFORD DALLINGTON PARK LOCHWINNOCH STRATHALLAN
ARDENTINNEY ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ROW
ARMAGH DERI LUDDENDEN TAFFS WELL
AUCHTERMUCHTY DOG HILL MELLING TAVISTOCK
AUSTWICK DONHEAD MILLBROOK TEIGNMOUTH
BACKWELL DOVER TOWN MOEL-Y-SANT TENBY
BALA DOWNDERRY MONMOUTH THE ▇▇▇▇▇▇▇
BAMPTON DURSLEY MORPETH ▇▇▇▇▇▇▇▇▇
BANFF EDERNY MUIRKIRK TIGNABRUAICH
BASSENTHWAITE ▇▇▇▇▇ NEW ▇▇▇▇▇▇▇▇ TILL VALLEY
BEARY PEARK FOREST ROW NEW RADNOR TIVERTON
BELLINGHAM GALASHIELS NORWICH CENTRAL TORQUAY TOWN
BOLLINGTON ▇▇▇▇▇ ▇▇▇▇ OAKENHEAD TRAWDEN
BRAILES GLASGOW (WEST CENTRAL) ORTON TREGYNON
BRIDPORT GOSFORTH OUGHTIBRIDGE TREHARRIS
BRIGHSTONE GRASSINGTON OVERSTRAND UPAVON
▇▇▇▇▇▇▇ ▇▇▇▇ WOOD OXENHOPE WALSDEN
▇▇▇▇▇▇▇▇▇▇ HARTLAND PENALIGON DOWNS ▇▇▇▇▇-NEXT-THE-SEA
CALLANDER HAWICK PENNORTH WEST ▇▇▇▇▇▇
CALNE ▇▇▇▇▇▇ BRIDGE PETERCHURCH WESTWARD HO!
▇▇▇▇▇▇ BEACON ▇▇▇▇▇▇ PETERHEAD WHALLEY
CEFN-MAWR ILFRACOMBE PINWHERRY WHITEWELL
CHARTHAM IVYBRIDGE PONTARDAWE WOODBRIDGE
▇▇▇▇▇ ▇▇▇▇▇▇ JEDBURGH PRIMROSE HILL WREXHAM-RHOS
▇▇▇▇▇ VALE KESWICK RAMSBOTTOM WYE (ASHFORD)
CRAIGELLACHIE ▇▇▇▇▇▇▇▇▇▇ RAVENSCRAIG YNYS ▇▇▇▇
CRICKHOWELL KINGSBRIDGE RIBBLESDALE YSTALYFERA
CRIEFF KINROSS RIPPONDEN
* BBC's use - rate card 3 applicable.
36
SCHEDULE I
PART II
SECTION C
TV ONLY *
3. BELOW 10W OUTPUT
ABERBEEG BOSCASTLE CHEPSTOW ▇▇▇▇▇
ABERCYNON BOSSINNEY CHINGFORD DOLLAR
ABERGWYNFI ▇▇▇▇▇ ▇▇▇▇▇▇ CHISELDON DOLWYDDELLAN
ABINGTON BOX CHITTERNE DOWLAIS
ALLTWEN BRADFORD WEST CHUDLEIGH DRAPERSTOWN
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ CILFREW DROMORE
ARMITAGE BRIDGE BRECHIN CILYCWM DRONFIELD
ARROCHAR BRIDGE OF ▇▇▇▇▇ CLEARWELL DUFFRYN
ASHBURTON BRINSCALL ▇▇▇▇▇▇▇ VALLEY DUMFRIES SOUTH
AVENING BRISTOL MONTPELIER CLYDACH DUNSFORD
AVETON ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FERRY COLEFORD DUNURE
AVIEMORE BRIXHAM CONISBROUGH EASTER ▇▇▇▇▇▇▇
BALGOWNIE ▇▇▇▇▇▇▇▇▇ COOMBE EASTWOOD
BALLANTRAE BROOK BOTTOM ▇▇▇▇▇▇ EBBW VALE SOUTH
BALLINTOY ▇▇▇▇▇▇▇▇▇ COWLING EDGINSWELL
BALLYCASTLE FOREST ▇▇▇▇▇▇ ▇▇▇▇▇-CEFN-PARC EFAIL FACH
BALMULLO BUCKFASTLEIGH CREAKE ELHAM
BANBRIDGE BUILTH ▇▇▇▇▇ CREETOWN ELLON
BANGOR (NI) BURGAR HILL CREWKERNE FALSTONE
BATLEY BURY ST EDMUNDS ▇▇▇▇▇▇▇▇▇▇▇ FAVERSHAM
BEAMINSTER BYRNESS CROYDE FELIXSTOWE
BEDLINOG CAMPERDOWN CRUCORNEY FERNHILL
BEER CASTLE CAEREINION CULLINGWORTH FINTRY
BERRYNARBOR CASTLEDERG CUMBERNAULD VILLAGE FROME
BERWICK-ON-TWEED ▇▇▇▇▇▇▇▇ CUPAR GARELOCHHEAD
▇▇▇▇▇▇▇▇▇ CHALFORD VALE CWM TWRCH GLENCOYNE
BLACKMILL CHAMBERCOMBE CWMAMAN GLENLUCE
▇▇▇▇▇▇▇▇ CHARMOUTH CWMFELINFACH GLENRIDDING
BLEACHGREEN ▇▇▇▇▇▇▇▇ CWMGORS GLESPIN
ODDAM CHATHAM TOWN DARTMOUTH GLYN CEIRIOG
BONCHESTER BRIDGE CHEADLE DAWLISH GLYNCORRWG
▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (HORDEN) THRELKELD
GRASMERE LLANFACH PILLOWELL TIDWORTH
GOREY LLANFOIST PLYMOUTH NORTH ROAD TILLICOUTRY
GRAVESEND LLANGADFAN POLPERRO TINTERN
GREAT TORRINGTON LLANGYNOG PONTFADOG TONYPANDY
GREYSTOKE LLANHARAN ▇▇▇▇▇▇ BRIDGE TONYREFAIL
GUNNISLAKE LLANWRTYD ▇▇▇▇▇ PORTISHEAD TOTNES
HADDINGTON LOOE PORTPATRICK TRECASTLE
HAMSTREET LOSTWITHIEL RAVENSTONEDALE TREFECHAN
HARBERTONFORD LOWTHER VALLEY REDBROOK TREFOR
HASLAND LUMPHANAN REDCLIFFE BAY TROON
▇▇▇▇▇▇▇▇ GREEN LYDBROOK RHONDDA FACH TRURO
HEADINGLEY LYDDEN ROMILEY TWECHAR
HELE LYMINGE ROOKHOPE TYNEWYDD
HOLMFIELD MACCLESFIELD ▇▇▇▇-ON-WYE UPLAWMOOR
HOLMFIRTH ▇▇▇▇▇▇ UPPER ROTHESAY TOWN UPPER SOUDLEY
HOLMHEAD METHVEN ST BEES WALTHAMSTOW NORTH
HOPE-UNDER-DINMORE MEVAGISSEY ST BRIAVELS WANLOCKHEAD
HORN STREET MIDDLETON ST NEOT ▇▇▇▇▇▇
IPSWICH (STOKE) MILLPORT ST ▇▇▇▇▇ PORT WATTSVILLE
KEIGHLEY TOWN MINNIGAFF SALCOMBE WAUNFAUR
KELVINDALE MOFFAT SHREWTON WEST LAVINGTON
KEWSTOKE MONEYMORE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MILL
▇▇▇▇▇▇▇ MOTTRAM SKINNINGROVE WINCHCOMBE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MUDDIFORD SKIPTON TOWN WINCOBANK
KIRKFIELDBANK NEW CUMNOCK SLAD WOODFORD HALSE
KNUCKLAS NEWCHURCH SOUTH ▇▇▇▇▇ WOODNOOK
LANGHOLM NEWNHAM (KENT) STAMFORD WOOLACOMBE
LARGS NEWRY NORTH STOCKPORT WORKINGTON
LAUDER ▇▇▇▇▇▇ ABBOT STOCKSBRIDGE YETHOLM
LEA BRIDGE ▇▇▇▇▇▇ FERRERS STOKETEIGNHEAD
LEADHILLS NORDEN STOW
LINDORES NORTH OLDHAM STRATHBLANE
LINNET VALLEY OCCOMBE VALLEY ▇▇▇▇▇▇-IN-▇▇▇▇▇▇
LITTLE WALSINGHAM PARKEND SWIMBRIDGE
LLANDERFEL PENRHIWCEIBER TENBURY ▇▇▇▇▇
* BBC's use - rate card 3 applicable.
38
SCHEDULE II
Part I The Rate Card
Part II The Maintenance Fee
Part III Multi-Couple Fee
39
SCHEDULE II
PART I
(The Rate Card)
Page
----
A. Description.................................................................................59-61
B. Types of Rate Card and Method of Calculating fee:-
1. MF Stations........................................................................62-63
2. Non-MF Stations....................................................................64-65
3. Standard TV Stations .............................................................. 66
C. Method of annual review of Rate Card fee....................................................67-68
40
SCHEDULE II
PART I
THE RATE CARD
PART A
------
DEFINITIONS:
------------
The components of the rate card are Exclusive Building Accommodation,
Common Building Accommodation, Common Equipment, antenna height and windloading.
In this context those expressions are collectively and individually described as
Facilities and shall have the following meaning:-
Expressions:- Meaning:- Note:-
------------- --------- ------
Exclusive Building Accommodation:- shall mean Station Owner's buildings These are subject to an annual
---------------------------------- or parts of buildings provided for ground area charge.
and/or used exclusively by the Sharer
and/or any Sub-Licensees).
Common Building Accommodation:- ________ shall mean Station Owner's The charge is based on an
------------------------------- buildings or parts of buildings agreed building valuation
which not exclusive to the Sharer but are for the building area used.
used in common by the Sharer and/or any
SubLicensee of that Common Building
Accommodation with others at the Station.
Common Equipment:- shall mean Common Equipment as The charge is based on an
------------------ defined in the agreement and MF masts. agreed capital valuation of the
(includes MF Masts for the equipment shared, the Sharer being
purposes of this Schedule) charged an agreed capital recovery
rate
antenna height and windloading:- shall in this context describe The windloading is based on agreed cross-
-------------------------------- the means of calculating a charge sectional areas of the antenna(s) and
based upon the cost of the structure feeders used, and the charge increases
forming part of the Common with height.
Accommodation used to support the
antenna(s) and feeders forming part of
the Sharer's Exclusive Equipment or
antenna(s) and feeders also forming part
of the Common Equipment.
All other expressions shall have the meanings defined elsewhere in the
agreement.
41
DESCRIPTION
The rate card: its components and operation
-------------------------------------------
The rate card is the basis of the charges levied by a Station Owner on
a Sharer who has use of Facilities. It recognises two aspects of the use of
Facilities provided by the Station Owner namely, the capital cost and the
maintenance of the Facilities.
BASIS OF THE CHARGES
--------------------
Capital recovery on Common Building Accommodation and Common Equipment
----------------------------------------------------------------------
The capital employed by the Station Owner in providing such Facilities which the
Sharer uses is the starting point for calculating the charges. A charge of 10.2%
on current replacement cost provides for a 9% real return on investment over an
assumed average asset life of 25 years. This rate is felt to be appropriate,
having regard to the likely duration of the arrangements, and the degree of risk
associated with them.
Annual charge
-------------
1. Accommodation
-------------
Agreed valuations for Common Building Accommodation are based on current
building costs. The annual ground area charge for Exclusive Building
Accommodation (but only where constructed at the Sharer's expense) is based on
average land values. (The annual ground area charge for Exclusive Building
Accommodation not constructed at the Sharer's expense shall be determined the
same as for Common Building Accommodation unless determined otherwise when made
available.) It is higher than similar charges used elsewhere, but this is quite
deliberately done to recognise use of other ground on or serving the Station
such as private access roads and the surrounding undeveloped land on or serving
a Station.
2. Common Equipment
----------------
Agreed valuations for Common Equipment (i.e. antenna(s), feeders, generators
etc) have been calculated for every Station based on agreed costs for the
relevant Common Equipment. The capital recovery rate of 10.2% of 1991 values as
increased in line with the retail prices index (see Part C) is the basis of the
charge.
3. Antenna height and wind loading
-------------------------------
The antenna height and windloading charges are based on the rates derived over
the years for charging other site sharers. They are effectively market values,
but rise proportionately with the amount of structure used. BBC and NTL have
agreed the rates at levels very close to the individual rates of the BBC and the
IBA, but as the BBC and IBA have not historically charged exactly the same rates
to other site sharers, the figures herein agreed are a compromise between the
two. (Note This basis of charge is only applicable to non-MF Stations.)
----
External Costs
--------------
In addition to the rate card fee per Station the Sharer will be billed for any
direct costs associated with its activities. This will include electricity
(through the electricity fee element of the Site Licence fee), any separately
levied rates, BT lines and any other charges which the Station Owner might
reasonably pass on which are not otherwise taken into account in the Licence fee
(including as provided in the Site Licence).
Implementation
--------------
42
Both parties will keep updated lists of the chargeable Equipment/Accommodation.
Types of Charges
----------------
There are 3 types of rate card appended as Part B hereto:-
1. Rate Card for M.F. Stations
2. Rate Card for Non M.F. Stations
3. Rate Card for Standard TV Stations.
43
SCHEDULE II
PART I
PART B
------
RATE CARDS
----------
(rates as agreed at 1.12.90)
1. RATE CARD FOR M.F. STATIONS
FACTOR ANNUAL RATE
------ -----------
EXCLUSIVE BUILDING
ACCOMMODATION (pounds)20 per sq.m (min charge
(pounds)200) for first 100 sq.m
thereafter charged at (pounds)10
per sq.m.
FEE FOR EARTH MAT AREA
(on or adjacent to a Station) (pounds)15 per 10 sq.m
COMMON BUILDING
ACCOMMODATION (pounds)125 per sq.m
COMMON EQUIPMENT
(AE (MAST) Feeders Cu) (pounds)102 per (pounds)1000
capital value
Notes:
------
(1) Exclusive Building Accodation Applied in full, all cases
(2) Earth Mat are applied in full - if a Sharer's exclusive Facility.
Applied 50:50. if common Facility. To include Station Owner's rent/rates for the
land under which the Earth Mat is situated.
(3) Common Building Accommodation Applied 50%
To include replacement of building and other site works
(4) Common Equipment Capital contract value for
replacement to be estimated then
annual rate applied. Total to be
apportioned on basis of number of
services sharing the Facility
(5) Reference should be made to the details of the components and
operation of the rate card in part A of this Schedule.
44
2. RATE CARD FOR NON-MF STATIONS
FACTOR ANNUAL RATE
------ -----------
EXCLUSIVE BUILDING
ACCOMMODATION (pounds)20 per sq.m (min charge
(pounds)200) for first 100 sq.m thereafter
charged at (pounds)10 per sq.m.
COMMON BUILDING
ACCOMMODATION (pounds)125 per sq.m.
COMMON EQUIPMENT
(AE Feeders Cu) (pounds)102 per (pounds)1000 capital value
ANTENNA/FEEDER HEIGHT:
NUMBER OF FEEDERS
-----------------
2 off 1 off
Feeder Size
__________________
6 1/8" (pounds)100/m (pounds)50/m
5" (pounds)66/m (pounds)33/m
___________________________
4 1/8" (pounds)46/m (pounds)23/m
___________________________
3 1/8" (pounds)26/m (pounds)13/m
Smaller (pounds)10/m (pounds)10/m
___________________________
ANTENNA WINDLOAD less than 20m a.g.l.(pounds)500 per sq.m
20-50m a.g.l. (pounds)800 per sq.m
50-100m a.g.l. (pounds)900 per sq.m
greater than 100m a.g.l. (pounds)1000 per sq.m
Notes
-----
(1) Exclusive Building
Accommodation Applied in full, all cases
(2) Common Building
Accommodation Applied 50%
To include replacement of building and other site works on Station
(3) Common Equipment Capital contract value for
replacement to be estimated
then annual rate applied.
Total to be apportioned on
basis of number of services
sharing the Facility.
(4) Antenna/Feeder Height Applied in full, if Sharer's
Exclusive Equipment Applied
50:50 if Common Equipment.
(5) Antenna Windload Applied in full, if Sharer's
Exclusive Equipment. Applied
50:50 if Common Equipment.
45
Manufacturers data to be used.
(6) Reference should be made to the details of the components and operation
of the rate card in part A of this Schedule.
Note:
-----
This rate card is applicable to the Stations used for non-MF radio, for TV only
(where not a Standard TV Station), and Stations used for both TV and non-MF
radio. If a Station is used by the Sharer for TV and MF radio, rate cards 1 and
2 are applicable.
3. RATE CARDS FOR STANDARD TV STATIONS
(1) Only Stations used by the Sharer for television only may be
standard Stations and only in respect of channels ▇▇▇▇, ▇▇▇▇,
ITV (or Channel 3), Channel 4 and S4C.
(2) The rate card fee for Standard TV Stations is a fixed fee
(subject to review). Whichever of the Sharer's Broadcast
Channels has the highest maximum nominal operating power is
used to determine which fixed fee applies.
LESS THAN 10 ▇▇▇▇▇
------------------
FACTOR ANNUAL RATE
------ -----------
COMMON BUILDING
ACCOMMODATION (pounds)753
COMMON EQUIPMENT (pounds)555
ANTENNA HEIGHT/WINDLOADING (pounds)442
-------------
(pounds)1,750
-------------
46
10 - 49 ▇▇▇▇▇ INCLUSIVE
-----------------------
FACTORS ANNUAL RATE
------- -----------
COMMON BUILDING
ACCOMMODATION (pounds)748
COMMON EQUIPMENT (pounds)720
ANTENNA HEIGHT/WINDLOADING (pounds)1032
-------------
(pounds)2,500
-------------
Note:
-----
Reference should be made to the details of the components and operation
of the rate card in part A of this Schedule.
47
SCHEDULE II
-----------
PART I
------
PART C
------
ANNUAL REVIEW OF THE RATE CARDS
-------------------------------
1. Up until 31st December, 1996 each annual rate set out in the rate cards
shall be subject to an adjustment (either an increase or a decrease) on
1st January in each year beginning with 1st January, 1992 (an
"Adjustment Date") calculated by multiplying the then current annual
rate set out in the rate cards by a fraction of which the Basic Index
Figure is the denominator and the Current Index Figure is the
numerator. For this purpose:
(a) "Current Index Figure" means the figure for the General Index
of Retail Prices (All Items) given in "The Employment Gazette"
at 30th September before the Adjustment Date (the "Current
Index Date"); and
(b) "Basic Index Figure" means the figure for the General Index of
Retail Prices (All Items) given in "The Employment Gazette" at
30th September, 1990 or the 30th September prior to the
Current Index Date (whichever is the later).
2. If any official cost of living index is published in substitution for
the General Index referred to above, references to the General Index
shall be read as references to the substituted index and a correction
shall be made to the Basic Index Figure to produce a comparable figure
to that on which the Current Index Figure is then calculated.
3. After 31st December, 1996 the basis of the annual review of the annual
rates set out in the rate cards shall be changed to such other basis as
the parties shall agree. Failing agreement the matter may be referred
by either party for determination by arbitration in accordance with
Clause 15.1 subject as provided in Clause 15.3. Any annual review to
take effect prior to such determination shall be on the same basis as
set out in paragraphs 1 and 2 above.
48
SCHEDULE II
-----------
PART II
-------
(Maintenance Fee)
A. Calculation of Annual Maintenance fee
-------------------------------------
The annual maintenance fee shall be 45% of the annual rate card fee
from time to time and shall be invoiced as part of the Licence fee.
B. Annual Review Provision
-----------------------
The parties agree to review this percentage figure on an annual basis
and a different percentage figure shall be substituted if so agreed.
49
SCHEDULE II
PART III
(Multi-Couple Fee)
(annual review provisions)
1. Up until 31st December, 1996 the multi-couple fee shall be subject to
an adjustment (either an increase or a decrease) on 1st January in each
year beginning with 1st January, 1992 (an "Adjustment Date") calculated
by multiplying the then current multi-couple fee by a fraction of which
the Basic Index Figure is the denominator and the Current Index Figure
is the numerator. For this purpose:
(a) "Current Index Figure" means the figure for the General Index
of Retail Prices (All Items) given in "The Employment Gazette"
at 30th September before the Adjustment Date (the "Current
Index Date"); and
(b) "Basic Index Figure" means the figure for the General Index of
Retail Prices (All Items) given in "The Employment Gazette" at
30th September, 1990 or the 30th September prior to the
Current Index Date (whichever is the later).
2. If any official cost of living index is published in substitution for
the General Index referred to above, references to the General Index
shall be read as references to the substituted index and a correction
shall be made to the Basic Index Figure to produce a comparable figure
to that on which the Current Index Figure is then calculated.
3. After 31st December, 1996 the basis of the annual review of the
multi-couple fee shall be changed to such other basis as the parties
shall agree. Failing agreement the matter may be referred by either
party for determination by arbitration as provided in Clause 15.1 of
the agreement subject as provided in Clause 15.2. Any annual review to
take effect prior to such determination shall be on the same basis as
set out in paragraphs 1 and 2 above.
50
SCHEDULE III
(the draft Site Licence)
England and Wales
(see attached)
(for elsewhere See Clause 6.1.1. of Agreement)
51
SITE SHARING LICENCE
(print in duplicate)
-------------------
DATE -------------------
PARTICULARS:
"The Station Owner" --------------------------------
"The Sharer" --------------------------------
"The Station" --------------------------------
"The Access Date" --------------------------------
"The operational commencement date" --------------------------------
"Duration of the Term" --------------------------------
--------------------------------
"The Licenase Fee": --------------------------------
(i) "Annual rate card fee" --------------------------------
(ii) "Annual maintenance fee" --------------------------------
(iii) "Annual special fees" --------------------------------
(iv) "Annual electricity fee" --------------------------------
(v) "Multi-couple fee" --------------------------------
Total --------------------------------
"The Standard Terms and Conditions of Contract" shall mean the printed terms
supplied to the Sharer by the
Station Owner (ref
▇▇▇▇.COND.1.1.1991 BBC/NTL)
"The Special Terms and Conditions" no. of pages annexed
if any/NONE -----------
-----------
52
IT IS AGREED:
The Station Owner shall provide and the Sharer shall enjoy the
Facilities for the Sharer's Exclusive Equipment at the Station for the duration
of the term subject to and in accordance with the Standard Terms and Conditions
of Contract hereunder and the Special Terms and Conditions (if any) and in
consideration of the payment by the Sharer to the Station Owner of the Licence
fee. (Where there is any discrepancy between the Standard Terms and Conditions
of Contract and the Special Terms and Conditions the Special Terms and
Conditions shall prevail)
IN WITNESS:
---------------------
Signature for and on behalf of the Station Owner ---------------------
Signature for and on behalf of the Sharer ---------------------
53
STANDARD TERMS AND CONDITIONS OF CONTRACT
-----------------------------------------
(ref. ▇▇▇▇.COND.1.1.1991 BBC/NTL)
The following rights and conditions shall be observed by the parties in any Site
Sharing Licence granted by the Station Owner to the Sharer (hereinafter referred
to as "the Licence"). All standard terms will be incorporated unless excluded by
special terms.
The following definitions shall apply to the Licence save where the context
requires otherwise:-
"Access Date" shall mean the date the Sharer is first allowed access to
the Station by the Station Owner to exercise any of the Rights as set out in the
Licence.
"Accommodation" shall mean any Station Owner's land buildings or parts
of buildings and structures (including without limitation masts and towers) used
to house or bear Equipment and/or generally used for, or for purposes ancillary
to, the provision of Technical Services situated at or adjacent to and serving a
Station (including without limitation private access ways, paths and private
roads in or leading to a Station).
"approved contractor" shall mean a person or team of persons reasonably
considered by the Station Owner to be properly trained, qualified and
experienced to carry out unsupervised any kinds of works herein permitted (or in
its context approved by the Local Distribution Company eg electricity plant).
"BBC/NTL Agreement" shall mean the agreement made between the British
Broadcasting Corporation and National Transcommunications Limited dated the
day of 1991.
"Broadcasting" shall mean transmission by means of wireless telegraphy
within the frequency bands allocated to broadcasting in the United Kingdom by
the Department of Trade and Industry (DTI) in consultation with the
International Telecommunications Union.
"Broadcast Channels" shall mean any of:
(1) in the case of the BBC
(i) the BBC1 television broadcasting service;
(ii) the BBC2 television broadcasting service;
(iii) any BBC national radio sound broadcasting
service; or
(iv) any BBC local radio sound broadcasting service:
(2) in the case of NTL
(i) the ITV system of television broadcasting
services (as a whole) -until 1st January 1993;
(ii) the Channel 3 system of television broadcasting
services (as a whole) - from 1st January 1993;
(iii) the Channel 4 television broadcasting service;
(iv) the S4C television broadcasting service; or
(v) any independent radio local sound broadcasting
service:
(3) and may include Other Broadcast Channels as defined in
and subject to the
54
terms of the BBC/NTL Agreement and in each case, for the
purposes of the Licence shall include any teletext
services or any other data transmission services and any
additional services as defined under s48(1) or s114(1)
of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, from time to time included
as part of the same transmission.
"Common Accommodation" shall mean Accommodation use of which is shared
by the Station Owner (and/or any Licensee) and the Sharer (and/or any
Sub-Licensee).
"Common Equipment" shall mean any Equipment use of which is shared by
the Station Owner (and/or any Licensee) and the Sharer (and/or any
Sub-Licensee).
"due date" shall mean the date 28 days after the date of the invoice to
which it relates.
"Equipment" shall mean any Broadcasting transmission equipment,
antennas, plant, cables, wires, and apparatus or any other equipment used for or
ancillary to Technical Services.
"Exclusive Equipment" shall in its context mean either:-
(a) in relation to the Station Owner, the Equipment owned
and used exclusively by it and/or any Licensee; or
(b) in relation to the Sharer, the Equipment owned and used
exclusively by it and/or any Sub-Licensee
"Facilities" shall mean shared use by the Sharer of such of the
Equipment on the Station and shared or exclusive use by the Sharer, or the
Sharer and the Sub-Licensee(s), of such of the Accommodation as may from time to
time be agreed between the Station Owner and the Sharer to carry out Technical
Services in respect of the Broadcast Channels at the Station.
"Licence fee" as defined, calculated and reviewed in accordance with
the BBC/NTL Agreement.
"Local Distribution Company" shall mean the company replacing the
former local electricity board and/or the supplier of electricity to the Station
as appropriate.
"Operating Procedures Manual"as defined in the BBC/NTL Agreement.
"operational commencement date" as defined in Clause IIa.
"Rights" shall mean rights granted to the Sharer by the Station Owner
under this Licence.
"Sharer's Exclusive Accommodation" shall mean Accommodation which is or
has been constructed by or for the Sharer or otherwise made available
exclusively for the Sharer and/or any Sub-Licensee.
"Sub-Licensee" shall mean any person the Sharer allows to own the
Sharer's Exclusive Equipment at a Station.
"Technical Services" shall mean Broadcasting and the provision of
services in relation to Broadcasting (including without limitation technical and
maintenance services) and ancillary services.
"teletext service" shall mean any service comprising a succession of
visual displays (with or without accompanying sound) each being capable of being
selected and held for selected viewing or other use.
55
"Works" shall mean installation, inspection, maintenance, repair,
renewals and removal as necessary of the Sharer's Exclusive Equipment on the
Station Owner's mast and/or directly connected to the Station Owner's Exclusive
Equipment.
I RIGHTS GRANTED BY THE STATION OWNER TO THE SHARER
The Station Owner shall permit the Sharer:
a. The right for the Sharer, its employees and its Sub-Licensees to share
such of the Common Accommodation and Common Equipment at the Station
for Technical Services in respect of the Broadcast Channels in common
with others including the Station Owner as the Station Owner may from
time to time approve (such approval not to be unreasonably withheld or
delayed).
b.1 The right for the Sharer, its employees and any approved contractor to
install, inspect, maintain, repair, renew and remove as necessary the
Sharer's Exclusive Equipment at the Sharer's own expense in such
locations on the Station as the Station Owner shall from time to time
approve other than the Works.
b.2 The Works shall be carried out by the Station Owner, or its employees,
or its contractors at the Sharer's expense, (unless otherwise agreed by
the parties), which expenses shall be in addition to the Licence fee
and shall include reimbursing the Station Owner for any costs properly
incurred in obtaining any planning consents and the preparation of
plans showing the proposed antennas, wiring and manner of linking,
fixing and erection of the same.
c. The right to house the Sharer's Exclusive Equipment in Common
Accommodation in common with others permitted by the Station Owner.
d.1 The right to house the Sharer's Exclusive Equipment in Sharer's
Exclusive Accommodation. The Sharer's Exclusive Accommodation shall be;
(i) provided by the Station Owner; or
(ii) erected by the Station Owner at the Sharer's entire cost; or
(iii) erected under the Station Owner's supervision by the Sharer or
any approved contractor at the Sharer's entire cost
and in either Clause I d.1(ii) or I d.1(iii) above such costs shall
include the costs properly incurred by the Station Owner in obtaining
any necessary planning consents and any architects, surveyors and other
professional fees properly incurred.
d.2 The right to erect any new Sharer's Exclusive Accommodation as
described in this Clause Id is subject to the Station Owner's prior
written approval of the specification and positioning of the same (such
approval not to be unreasonably withheld or delayed).
d.3 Irrespective of the costs paid by the Sharer, the Station Owner shall
own all the Sharer's Exclusive Accommodation, save in the circumstances
set out in Clause Id.1(iii) above, where ownership shall not vest in
the Station Owner until completion of the construction of the Sharer's
Exclusive Accommodation.
e. Subject as herein provided, the right to use the Sharer's Exclusive
Equipment for Technical Services in respect of its Broadcast Channels
for the duration of the Licence.
f. Subject to Clause 10.1.3(2) of the BBC/NTL Agreement and without
prejudice to Clause I g. below, subject to the reasonable regulations
and instructions from time to time imposed by the Station Owner for the
better security, safety and management of the Station the right
56
for the Sharer and its duly authorised employees, approved contractors
and its Sub-Licensees to obtain admittance to the Station over and
along any private way leading to the Station boundary which is under
the control of the Station Owner (either with or without motor vehicles
as the Station Owner shall decide) at all reasonable times and as often
as the Sharer shall reasonably require to exercise the Rights herein.
g. The right with effect from the Access Date of access to and egress from
the Station as necessary for the Sharer, its employees, Sub-Licensees
and approved contractors to exercise the Rights, to the extent that the
Station Owner is able to grant the same, (but otherwise in accordance
with the provisions of Clauses II f. and II g. hereto).
h. The right to grant sub-licences but only for the purposes of the
Broadcast Channels, in favour of the Sub-Licensees (and otherwise only
in accordance with the terms permitted by the BBC/NTL Agreement).
II COVENANTS BY THE SHARER IN FAVOUR OF THE STATION OWNER
The Sharer agrees that:
a. In consideration of the Rights and the Licence it shall pay to the
Station Owner the Licence fee together with VAT thereon (if applicable)
from the operational commencement of Broadcasting of any of the
Sharer's Broadcast Channels from the Station disregarding test
transmissions ("the operational commencement date") and for the
duration of the term of the Licence, free of all deductions.
b. It shall pay the Licence fee monthly in advance by the due date or
otherwise in such instalments as the parties shall agree (and pro-rata
for any period of less than a year from the operational commencement
date).
c. It shall pay any costs properly incurred under Clauses I b. and I
d.1(ii) and (iii), II g.(ii), II d.d., III 2. and III 4.b. herein by
the due date of the Station Owner's invoice in respect of such costs,
or otherwise at such times and in such instalments as the parties shall
agree.
d. It shall pay and discharge in addition to the Licence fee all rates,
taxes (other than the Station Owner's corporation tax or business rates
assessed for the Station) and other charges, including, if required by
the Station Owner, reimbursement to the Station Owner of any rents
imposed on the Station Owner by any superior landlord of the Station
Owner in respect of the Station levied by reason or in direct
consequence of the grant of the Rights and the Licence (or otherwise
indemnify the Station Owner in respect of the same). Where any of the
above are annually recurring by nature they shall be included as part
of the Licence fee as the annual special fees.
e. It shall not exercise the Rights unless or until:-
(i) the Station Owner's prior approval (not to be unreasonably
withheld or delayed) to provide the Facilities required by the
Sharer has been given (other than Facilities already in place at
the date of the Licence for which such prior approval shall be
deemed to have already been given).
(ii) the Sharer has approval (if applicable) of the Department of
Trade and Industry or its statutory equivalent to the proposed
operating frequencies of the Sharer's Exclusive Equipment.
(iii) the Sharer has procured the conformance with any general and
local Acts and Orders of Parliament of the Sharer's Exclusive
Equipment and has procured that all clearances or consents
(other than planning consents to be obtained by the Station
Owner on behalf of the Sharer - at the Sharer's expense)
necessary and lawfully to
57
install and operate the Sharer's Exclusive Equipment have been
obtained and shall produce the same on request to the Station
Owner.
(iv) the Station Owner has confirmed that any planning consents which
it has agreed to obtain on behalf of the Sharer have been so
obtained (other than Facilities already in place at the date of
the Licence for which such prior agreement shall be deemed to
have already been obtained).
(v) the person(s) employed by the Sharer to carry out installation
of the Sharer's Exclusive Equipment herein is an approved
contractor.
f. Where entry to the Station is not via a public highway but via an
access way controlled by a third party and the Sharer has been notified
that the Station Owner cannot grant rights of access over such access
way the Sharer accepts that it shall be required to negotiate such
rights for itself its employees Sub-Licensees and approved contractors
at its own cost prior to exercising such rights but otherwise access to
the Station boundary shall be at no extra charge (save only as herein
provided) and shall be exercised by the Sharer and those authorised by
it as aforesaid as reasonably directed from time to time by the Station
Owner.
g. Where the Station Owner permits access to or egress from the Station
involving the use of any road path or other land which is not a highway
maintainable at public expense the Sharer accepts that it shall be
required to:-
(i) observe or cause to be observed all regulations relating to the
weight, type and specification of vehicles to be used on such
road path or other land as the Station Owner shall reasonably
direct; and
(ii) pay to the Station Owner in addition to the Licence fee and to
any other charges herein the cost of making good (to the Station
Owner's reasonable satisfaction) any damage (fair wear and tear
excepted) caused by the Sharer or any of its employees, Sub-
Licensees or approved contractors to such road, path or other
land, save where such payment is included in the maintenance fee
element of the Licence fee in accordance with the provisions of
Part 3 Clause 1.1.1 of the Operating Procedures Manual.
h. Where any of the Sharer's Exclusive Equipment is to be placed on, above
or below ground outside the Station boundary and where the Station
Owner is not otherwise able to grant any such rights of installation
over the same the Sharer shall obtain, at its sole expense, the
agreement of any other party or parties having an interest in such
areas prior to installation and shall indemnify the Station Owner fully
in this respect.
i. The Sharer, its employees, Sub-Licensees and approved contractors shall
only visit and obtain admittance to the Station and exercise the Rights
subject to all reasonable regulations and instructions made from time
to time by the Station Owner to protect the Station and other users
thereof and to control as necessary the number, supervision and times
of such visits for the orderly management of the Station.
j. It shall ensure that whilst at the Station its employees, Sub-Licensees
and approved contractors shall behave in a responsible manner and
comply with all the Station Owner's reasonable security and/or safety
requirements.
k. It shall keep the Sharer's Exclusive Equipment (other than any of the
Works, which shall (save by special arrangements only) be maintained by
the Station Owner in accordance with the provisions herein contained)
properly maintained in good and sufficient working order and repair to
the Station Owner's reasonable satisfaction. It shall keep any Common
Accommodation or Sharer's Exclusive Accommodation clean and tidy and
free from its own
58
rubbish and shall not obstruct or cause to be obstructed any passages,
paths, access ways and fire escapes on or serving the Station.
l. It shall procure that the Sharer's Exclusive Equipment is identifiable
as the Sharer's.
m. It shall provide the Station Owner with an agreed method of switching
off the Sharer's Exclusive Equipment provided that it is agreed that
the Station Owner shall only switch off the Sharer's Exclusive
Equipment:-
(i) in the event of any life or property threatening emergency, or
(ii) where any interference caused by the Sharer's Exclusive
Equipment is creating significant degradation to the services of
other users of the Station (including the Station Owner) and
after taking all reasonable measures to contact and inform the
Sharer that such degradation exists and where practicable to do
so the Station Owner has allowed the Sharer a reasonable period
to remedy any such interference caused by the Sharer's Exclusive
Equipment but the degradation still exists, or
(iii) if required to do so by the Department of Trade and Industry (or
its statutory successor or equivalent), or
(iv) with the agreement and at the request of the Sharer, or
(v) otherwise in accordance with the specific provisions herein
contained (or (if applicable) as contained in the Operating
Procedures Manual.
n. The Sharer shall be responsible for keeping the interior of the
Sharer's Exclusive Accommodation in reasonable repair and condition.
o. The Sharer shall use all reasonable endeavours to maintain its
Exclusive Equipment in proper working order and condition. It shall use
all reasonable endeavours not at any time electrically or physically to
impair disrupt interfere with or interrupt the Station Owner's
Broadcast Channels, or any of the Station Owner's third party users
emissions, or cause damage to the Equipment, Accommodation or any third
party users equipment and forthwith shall use all reasonable endeavours
to repair any faults in the Sharer's Exclusive Equipment which cause
interference and fully indemnify the Station Owner against any costs
properly incurred in remedying any such damage.
p. It shall not erect or cause to be erected any buildings or structure or
other erection on the Station, save as provided in Clauses I.b and I.d
above. None of the Sharer, its employees, Sub-Licensees or its approved
contractors shall make any alterations or additions to any part of the
Station the Station Owner's Exclusive Equipment or to Common Equipment
or Common Accommodation unless expressly permitted to do so by the
Station Owner. None of the Sharer, its employees, Sub-Licensees or its
approved contractors shall make any alterations or additions to the
Sharer's Exclusive Accommodation or to the Sharer's Exclusive Equipment
without the prior written consent of the Station Owner (such consent
not to be unreasonably withheld or delayed). Such consents aforesaid
shall also be subject (if necessary) to the Station Owner obtaining any
planning consents (the costs of which must be met by the Sharer),
(provided that and without prejudice to the generality of the foregoing
in the case of any new building or any alterations or additions to the
Sharer's Exclusive Equipment this may also give rise to an adjustment
of the Licence fee on completion of such alterations and additions) as
provided in the BBC/NTL Agreement.
q. It shall during its visits to the Station observe the Station Owner's
regulations for safety and security insofar as usage by its employees,
Sub-Licensees and approved contractors is concerned and in the event of
any damage being caused to the Station or any chattels thereon
belonging to the Station Owner or any third party in consequence of the
exercise of the
59
Licence by the Sharer, its employees, Sub-Licensees or approved
contractors to forthwith reinstate the same to the Station Owner's
reasonable satisfaction (or where the Station Owner reasonably requires
it shall reimburse the Station Owner with the full costs and expenses
properly incurred of its carrying out such reinstatement on the
Sharer's behalf).
r. It shall switch off the Sharer's Exclusive Equipment when requested to
do so on being given reasonable prior notice in the case of planned
access, or forthwith in cases of emergency by the Station Owner or its
employees or contractors in order to enable safe access to be gained to
any mast on the Station or to the Station Owner's Exclusive Equipment
and to keep the Sharer's Exclusive Equipment so switched off until all
persons and their equipment have vacated the mast and the Station
Owner's Exclusive Equipment as aforesaid.
s. In the event of any interference caused to the Station Owner's
emissions or to those of any other lawful third party users of the
Station by the Sharer's Exclusive Equipment it shall forthwith either
eliminate the interference or, where there is significant degradation
which cannot be remedied in such time as the Station Owner shall
reasonably require, to switch off the Sharer's Exclusive Equipment
until such time as the interference has been eliminated the cost of
such measures to be borne by the Sharer in any event (subject also to
the provisions of Clause II.m).
t. Not to erect or permit or suffer or allow to be erected any sign notice
or advertisement on the Station (save as herein expressly provided).
u. To satisfy the Station Owner prior to installing the Sharer's Exclusive
Equipment as herein permitted that all proper precautions will be taken
to prevent fire damage and that the provisions of the Health and Safety
at Work ▇▇▇ ▇▇▇▇ or any regulations made thereunder and all other
applicable statutory provisions and any reasonable additional
precautions laid down by the Station Owner for the protection of the
Station and the Facilities and the safety of personnel and equipment
will be complied with regardless of whether or not such works shall be
supervised by the Station Owner. This will include, without prejudice
to the generality of the foregoing, a requirement for the Sharer to
provide at its own cost all necessary fire fighting equipment and
safety clothing for use in respect of its Exclusive Accommodation (if
any) and its Exclusive Equipment.
v. Not to light or permit or suffer or allow to be lit any fire on the
Station or on any access thereto nor block or obstruct nor permit or
suffer or allow to be blocked or obstructed any fire exits or access
for fire fighting equipment thereon.
w. It shall under no circumstances permit any of its employees,
Sub-Licensees or its approved contractors or any third party to reside
at the Station.
x. It shall in exercising the Rights procure that its employees,
Sub-Licensees and approved contractors do not cause any nuisance or
annoyance or undue noise to the Station Owner or any neighbouring
owners or occupiers and do not drive or walk over any private land or
property adjoining the Station over which rights have not been granted
under the Licence, or otherwise, and that they shall secure any doors
and gates after use.
y. It shall (if so required by the Station Owner) within three months
of the termination of the Licence procure the removal by an approved
contractor of the Sharer's Exclusive Equipment and any Sharer's
Exclusive Accommodation erected under Clause I.d.1(ii) and (iii) from
the Station making good any damage caused by such removal to the
Station Owner's reasonable satisfaction or in default pay to the
Station Owner on demand the costs properly incurred by the Station
Owner in so removing and reinstating together with interest calculated
on a daily basis from the 14th day after the date of written demand
until payment is received by the Station Owner at 4% per annum above
the minimum base rate of Barclays Bank PLC applicable from time to
time.
60
z. The Station Owner may require and/or permit the Sharer to negotiate and
arrange for the installation of a separately metered electricity supply
to the Sharer's Exclusive Equipment. However until such requirement is
made and/or permission given and the separate supply is connected the
Sharer agrees that it shall pay the annual electricity fee element of
the Licence fee to reimburse the Station Owner for the cost of
electricity supplied to the Sharer. The Station Owner may reasonably
adjust the annual electricity fee to take into account each permitted
connection by a Sub-Licensee, or any agreed changes to the Sharer's
Exclusive Equipment or adjustments in the tariff rate in accordance
with the BBC/NTL Agreement.
a.a. Subject to Clause z above the Sharer shall be responsible for
negotiating such services (eg electricity and telephone) as it may
require, subject to approval of the Station Owner as to where such
services pass in on over or under the Station and any adjacent land or
premises in which the Station Owner has a relevant proprietary interest
(such approval not to be unreasonably withheld or delayed).
b.b. Save where any Sharer's installations or the Works are to be carried
out by the Station Owner or its employees or contractors as herein
provided the Sharer, its employees or its approved contractors (or its
Sub-Licensee as permitted in the BBC/NTL Agreement) shall install,
inspect, maintain, repair, renew and remove as necessary the Sharer's
Exclusive Equipment at the Sharer's sole risk and the Sharer shall
indemnify the Station Owner against all actions suits proceedings
claims demands costs charges and expenses whatsoever which may be taken
or made against the Station Owner arising from the execution thereto.
Such indemnity is to include:-
(1) loss of revenue (if any) to the Station Owner through complete
or partial breakdown or inability to transmit the Broadcast
Channels and/or maintain its Technical Services
(2) damage to the Accommodation and Equipment
(3) damage to the property or persons of the Station Owner's
employees
(4) claims against the Station Owner by third parties (which may
include claims for loss of revenue as well as accidental damage
to property)
The Station Owner shall as soon as possible notify the Sharer of any
such claims or demands and shall not compound settle or admit the same
without the consent of the Sharer who may, at its own expense, and with
the Station Owner's consent, dispute or settle the same in the name and
on behalf of the Station Owner. The Station Owner shall give the Sharer
(but at the Sharer's expense) all reasonable assistance that the Sharer
may require for such purposes. Nothing contained in this Clause II.b.b.
shall be deemed to restrict or interfere with any rights of the Sharer
against the Station Owner (or vice versa) or any other person in
respect of contributory negligence.
c.c. It shall insure and maintain insurance sufficient to cover the
indemnities required in Clause II b.b. above with an insurer of repute
with a note of the Station Owner's interest as Station Owner and
licensor of the Station endorsed on the policy of every such insurance
and provide evidence of such policy and evidence of payment of premiums
on reasonable request from the Station Owner.
d.d. To the extent that the same is not covered by the indemnity in Clause
II b.b. above, the Sharer shall bear the properly incurred expenses of
the Station Owner in making good any damage loss or injury to the
Accommodation and Equipment in consequence of the exercise of the
Licence by the Sharer, other than in consequence of any negligent act
or omission on the part of the Station Owner.
e.e. In exercising all the Rights the Sharer shall procure that the Station
is kept secure and shall provide the Station Owner with a set of keys
to the Sharer's Exclusive Equipment in
61
accordance with such operating procedures agreed between the parties
from time to time.
f.f. It shall procure that its Sub-Licensees shall contract with the Sharer
not to do or omit to do anything which if done or omitted to be done by
the Sharer would be a breach of these conditions.
g.g. The Sharer shall only grant a sub-licence to a third party where
Equipment owned by the third party is to be located on the Sharer's
Exclusive Accommodation and/or is to be connected directly to the
Sharer's Exclusive Equipment (save as otherwise permitted under the
BBC/NTL Agreement).
h.h. The Sharer shall terminate any sub-licence to a Sub-Licensee forthwith
on the expiry or sooner determination of the Licence.
i.i. The Sharer shall also terminate any sub-licence as required by Clause
10.2 or as made necessary pursuant to the provisions of Clauses 10.4 to
10.5 (inclusive) of the BBC/NTL Agreement.
III COVENANTS BY THE STATION OWNER IN FAVOUR OF THE SHARER
In consideration of the Licence fee and the further payments by the Sharer to
the Station Owner (as herein provided) the Station Owner shall:-
1. Subject to obtaining all necessary planning consents and other
statutory clearances provide the Facilities.
2. Install maintain repair replace and remove the Works as reasonably
requested by the Sharer under the terms hereof and at the Sharer's
cost.
3. Unless and until it permits the Sharer to have its own separate
electricity supply to the Sharer's Exclusive Equipment use all
reasonable endeavours to supply such electricity where the Sharer
reimburses the Station Owner for the cost of the same under the Licence
fee, provided always that the Station Owner shall not be held
responsible by the Sharer for any failure or interruption to the
electricity supply or be held liable for any costs or damage arising in
consequence thereof and provided also that if the Station Owner obtains
a discounted price for bulk purchase of electricity it shall
nevertheless not be required to discount the cost to the Sharer at the
Station to a price below the standard unit tariff price of the Local
Distribution Company unless such discounted price recovery is solely
attributable to the Sharer's and/or its Sub-Licensees usage. The
discounted price recovery shall be considered to be solely attributable
to the Sharer's (and/or any Sub-Licensee's) usage if the usage
attributable to the Sharer and/or any Sub-Licensee is sufficient of
itself to obtain the discounted price recovery and the usage
attributable to the Station Owner and/or any Licensee is not so
sufficient.
4. Maintain:-
(a) the Common Accommodation and Common Equipment; and
(b) at the Sharer's expense the exterior and structure of any
Sharer's Exclusive Accommodation;
during the term hereof in reasonable repair and condition, provided
that the Station Owner shall not be liable for any breach of this
Clause or of the other Clauses hereof where it is prevented from so
doing for any reason beyond its reasonable control.
62
IV IT IS MUTUALLY AGREED BY THE STATION OWNER AND THE SHARER THAT:
1. The Licence
(a) may be terminated in pursuance of any of the provisions of
Clauses IV 4 and IV 6;
(b) shall be terminated by either party giving to the other six
months prior written notice provided that the Station Owner
shall only serve such notice where its rights to continue the
Licence are determined by reasons beyond its reasonable control,
(such as where the Station Owner is unable to renew its rights
to occupy any land or buildings comprised in the Station and/or
where renewal is only available on unreasonable terms);
(c) shall be terminated at the end of the Licence term;
(d) may be terminated by a party forthwith by notice in writing to
the other if the other shall commit a material breach of any of
the obligations on its part to be performed or observed
hereunder and, in the case of a breach capable of rectification,
shall fail to initiate steps to rectify the same within 30 days
after notice is given to it by the party not in breach requiring
such rectification, or shall fail to continue thereafter with
all reasonable speed to complete such rectification;
(e) may be terminated by either party forthwith by notice in writing
to the other party if that other party ceases to carry on or
ceases legally to carry on a broadcast transmission business or
function;
(f) shall be terminated in accordance with the terms of the BBC/NTL
Agreement or otherwise forthwith on termination of the BBC/NTL
Agreement;
without prejudice to any antecedent claims arising out of the Licence
prior to the date of termination.
2. Save to the extent that monies are payable under any third party
insurance policy or policies affected by third party contractors, no
liability shall attach to the Station Owner its employees or
contractors in respect of the performance safety or suitability for its
purpose of any of the Sharer's Exclusive Equipment, whether the
installation of the same was supervised or carried out by, or on behalf
of, the Station Owner, or by the Sharer, or by the Sharer under the
Station Owner's supervision. The indemnity given by the Sharer in
Clause II b.b. above remains in full force and effect, notwithstanding
that the Station Owner has performed the Works, or has contracted
separately with the Sharer to perform any maintenance contract in
respect of any works to the Sharer's Exclusive Equipment.
3. Save for payments due under Clause II y. above, if any payments under
the Licence are not made on the due date then without prejudice to any
other rights which the Station Owner may have the Sharer shall pay
interest on the outstanding amount from the date when that amount
became due until payment at the rate of 4% above Barclays Bank PLC base
rate applicable during the time of non- payment.
4. The Station Owner may notwithstanding and without prejudice to its
rights under Clause IV.1 above, switch off the Sharer's Exclusive
Equipment and determine the Licence forthwith without incurring any
liability to the Sharer and/or any Sub-Licensee for the results of such
an act if:-
(a) the Sharer fails to make any payment to be made under the
Licence which is in arrears and unpaid following the due date,
within 14 days of receiving notice from the Station Owner, that
the Sharer's Exclusive Equipment will be switched off unless the
Station Owner receives the outstanding payment together with the
interest due
63
thereon (such notice to be served not earlier than the due date); or
(b) the Sharer fails or neglects to initiate steps to remedy within 30
days after notice is given by the Station Owner requiring such remedy
or if the Sharer fails to continue thereafter with all reasonable
speed to complete such remedying of a material breach of any of the
covenants, agreements or conditions in the Licence and on the part of
the Sharer to be performed and observed; or
(c) the Sharer shall enter into any composition with its creditors or
suffer any distress or execution to be levied on its goods on the
Station or if the Sharer shall enter into liquidation; or
(d) any planning consent or licence referred to under Clause I d.1 is
revoked.
Further the Sharer will indemnify and save harmless the Station Owner
against any expense or liability which it may incur as a result of such
action and without prejudice to any right of action or remedy of the
Station Owner in respect of any antecedent breach of any of the conditions
imposed on the Sharer herein contained.
5. In the event that the exercise of the Rights are interrupted at any time
due to an act of God or any other reason beyond the reasonable control of
the Station Owner and provided that such interruption is not caused in
whole or in part by any act or neglect of the Sharer, its employees, Sub-
Licensees or approved contractors then during the period of such
interruption the Licence fee payable under the Licence may be suspended in
whole or in part (according to the extent of such interruption to be
decided at the reasonable discretion of the Station Owner) but the Station
Owner shall not be liable for any further loss to the Sharer or others
claiming through it as a result of such interruption.
6. In the event that the interruption referred to in Clause IV 5. continues
for a period in excess of six months then either the Station Owner or the
Sharer may by written notice to the other terminate the Licence forthwith
(but without prejudice to any liability arising herein prior to such date
of termination).
7. Each party shall bear its own legal fees in connection with the preparation
of the Licence.
8. Nothing in the Licence and these conditions is intended to create nor shall
be treated or construed as creating the relationship of landlord and tenant
between the parties hereto or the Station Owner and the Sub-Licensees, as
defined under the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any statutory amendment
or replacement thereof.
9. The Licence is personal to the Sharer who shall not be entitled to assign
the same or any benefit or any of the rights arising under it and in
particular the Sharer shall not confer any rights under the Licence to any
Sub-Licensee save as permitted by the Licence.
10. The Station Owner may:-
(a) refuse entry to the Station to any person who does not produce
suitable documentary identification and authorisation to the Station
Owner's representative at the Station, and
(b) refuse admittance to or require removal from the Station of any person
whose presence is considered undesirable.
11. The Station Owner shall be entitled to use the Station and permit others to
do so as it may in its absolute discretion permit but not so as to cause
any damage or interference to the Sharer's Exclusive Equipment or Sharer's
Exclusive Accommodation or its Technical Services in respect of its
Broadcast Channels.
64
12. If the Licence fee review provisions contained in the BBC/NTL Agreement are
no longer subsisting or capable of taking effect, then at any time during
the subsistence of the Licence, but not more than once in any calendar
year, the Station Owner shall have the right to increase the Licence fee by
notice in writing as from the date specified in the said notice, to amounts
which the Station Owner shall reasonably determine.
65
SCHEDULE IV
-----------
On or after expiration of the Compulsory Period (see Clause 10.8.2) the
-----------------------------------------------------------------------
following applies:
------------------
Where Sharer ceases to provide Where Sharer Provides
----------------------------------------------------
Technical Services to the Technical Services to the
---------------------------------------------------
Sub-Licensee
------------
-----------------------------------------
(1) Sharer COMMON ACCOMMODATION
--------------------
terminates sub-
licence (with a
view to Sub- (1) Sharer remains
Licensee (Clause
obtaining a 10.1.2.1)
direct site
sharing licence
from the
Station Owner)
(Clause
10.2.(ii))
----------- ----------- -----------
(2) Sharer's Site Station Sub- Sharer (2) Sub-licence of
Licence Owner Licensee Equipment Sub-Licensee
amended if Equipment Equipment remains in
appropriate * place (Clause
(Clause 10.1.2.1)
10.2.(ii))
-----------------------------------------
(1) Sharer (1) Station Owner
terminates sub- right to require
licence (with a Sharer to
view to Sub- terminate sub-
Licensee licence (with a
-----------------------------------------
obtaining a COMMON ACCOMMODATION view to Sub-
--------------------
direct site Licensee
sharing licence obtaining a
from Station direct site
Owner) sharing licence
(Clause from Station
10.2.(ii)) Owner)
(Clause
10.2.2(i))
------------ -------------
(2) Sharer's Site (2) Sharer's Site
Licence Licence
amended or amended or
terminated if Station Sub- terminated if
appropriate Owner Licensee appropriate
(Clause Equipment Equipment (Clause
10.2.(ii)) * 10.2.(i))
-----------------------------------------
66
-----------------------------------------
EXCLUSIVE ACCOMMODATION
-----------------------
(1) Sharer (1) Sharer remains
terminates sub- (Clause
licence (Clause 10.1.2.1)
10.3)
(2) Sharer may
grant new sub-
licence of part (2) Sub-licence of
of Sharer's Sub-Licensee
Exclusive remains in place
Accommodati (Clause
on but Sub- 10.1.2.1)
Licensee must
enter into a site
licence with
Station Owner
to retain any
----------- ------------
Equipment at Sharer Sub-
the Station Equipmen Licensee
other than in t Equipmen
the Sharer's t
Exclusive
-----------------------------------------
Accommodation.
(Clause 10.3)
(3) Sharer's Site
Licence
amended if
appropriate
(Clause 10.3)
-----------------------------------------
EXCLUSIVE ACCOMMODATION
(1) Station Owner
right to require
Sharer to give
up Exclusive
(1) Station Owner Accommodation
right to require if a third
Sharer to give party requests
up Exclusive Accommodati
Accommodation on at the
(Clause 10.5(i)) Station for any
services
comprised in
the Broadcast
Channels.
(Clause
10.4.(i))
--------------
(2) Sharer's Site Sub- (2) Sharer's Site
Licence Licensee Licence
amended or Equipment amended or
terminated if terminated if
appropriate appropriate
(Clause (Clause
10.5(ii)) 10.4.(ii))
-----------------------------------------
NOTE * (local radio licensee only) (Clause 10.1.2.1)
67
SCHEDULE V
OPERATING PROCEDURES MANUAL
IN RELATION TO THE STATIONS
68
OPERATING PROCEDURES MANUAL
DESCRIPTION
-----------
This Manual relates to the operational and maintenance practice to be
implemented by NTL and the BBC at their respective Stations. The provisions set
out in each of the Parts of this Manual and in the Appendices have been agreed
by NTL and the BBC, and NTL and the BBC have covenanted with each other to
comply with all the provisions of this Manual.
This Manual is divided into nine parts as follows:-
Part 1 General administration.
Part 2 Safety - personnel and equipment.
Part 3 Building, site and access.
Part 4 Electricity supplies.
Part 5 Masts, antennas, combiners, splitters and feeders.
Part 6 Incidents, interruptions and Planned Works
Part 7 Station Owner isolation for mast access.
Part 8 Coincident opening of UHF relay Stations.
Part 9 Priority Stations and response times
69
PART 1
GENERAL ADMINISTRATION
1: THE FOLLOWING DEFINITIONS SHALL APPLY TO THIS MANUAL
1.1 "The Agreement" means the agreement between NTL and the BBC dated
day of 1991.
1.2 The term "approved" means approved by the Station Owner (or in its context
approved by the Local Distribution Company (eg electricity plant) and for
practical purposes the parties agree to exchange a list of
persons/authorised employees who meet with this requirement)
1.3 The term "area" is used in relation to any land, buildings or parts of
buildings at a Station which belong to the Station Owner and which can in
its context be used exclusively by the Station Owner or used exclusively
by the Sharer or used by both the Station Owner and the Sharer and/or
others.
1.4 The term "authorised" is used for a member of staff of NTL or the BBC, who
is approved by either NTL or the BBC to undertake specialist activity, on
their respective exclusive equipment or used for a person who is approved
by the Station Owner to undertake specialist activity at a Station for
either Organisation and the BBC and NTL shall maintain and exchange lists
of their respective authorised employees who are approved by the Station
Owner in this context.
1.5 LR or "BBC LR" is a BBC local radio sound broadcasting service.
1.6 The term "Broadcasting Organisation" or "Organisation" refers specifically
to NTL or the BBC as appropriate.
1.7 The term "common" is used in relation to any equipment and/or area where
the use of such equipment or area by the Sharer and/or its Sub-Licensees
is permitted by the Station Owner in common with the Station Owner and/or
others.
1.8 The term "exclusive" is used in relation to any equipment and/or area
where in the case of equipment, it belongs to the Sharer (which includes
in the context of the Agreement any Sub-Licensee's equipment) and where in
the case of an area, it belongs to the Station Owner but the use of the
area is exclusive to the Sharer and/or its Sub-Licensees.
1.9 The term "Local Distribution Company" means either the company replacing
the former electricity board being the supplier of electricity local to a
Station and/or the owner of the electricity plant serving the Station
other than electricity plant owned by either Organisation, as appropriate.
1.10 The term "Maintenance Team" means any authorised employees or other
approved contractors of either Organisation.
1.11 The term "Mast" means any stayed or free standing antenna support
structure or mast/tower radiator.
1.12 The term "Mast Access" is a term of reference relating to a procedure for
safe working on masts, antennas, feeders and channel combining equipment.
1.13 The term "Priority Stations" means those Stations listed in Appendix A of
Clause 9 of this Manual.
1.14 The term "Programme" or "Services" means any of:-
(1) in the case of the BBC
70
(i) the BBC1 television broadcasting service;
(ii) the BBC2 television broadcasting service;
(iii) any BBC national radio sound broadcasting service; or
(iv) any BBC local radio sound broadcasting service:
(2) in the case of NTL
(i) the ITV system of television broadcasting services (as a
whole) - until 1st January, 1993;
(ii) the Channel 3 system of television broadcasting services
(as a whole) - from 1st January, 1993;
(iii) the Channel 4 television broadcasting service;
(iv) the S4C television broadcasting service; or
(v) any independent radio local sound broadcasting service:
and in each case, for the purposes of this Manual shall include any teletext
services or any other data transmission services from time to time included as
part of the same transmission.
1.15 "ILR" or "NTL ILR" means an NTL radio local sound broadcasting service.
1.16 "R" is used to denote a BBC national radio sound broadcasting service.
1.17 The "Regional Operations Centre" (ROC) and "Monitoring and Information
Centre" (MIC) are the operational control centres for NTL and BBC
respectively.
1.18 The "Representative" is the member of staff nominated by the SLM.
1.19 The "Senior Local Manager" (SLM) is the member of staff nominated by
either the Station Owner or the Sharer as their immediate reference point
for all matters associated with the Station in question (and may include
his nominated representative(s) for specific tasks).
1.20 The term "Sharer" identifies the Broadcasting Organisation which shares
the Station Owner's Station and otherwise as defined in the Agreement.
1.21 The term "Station Owner" denotes the Broadcasting Organisation which
establishes the Station and otherwise as defined in the Agreement.
2: AREAS OF COMMON EQUIPMENT AND ACCOMMODATION MAINTAINED SOLELY BY THE STATION
OWNER (OR SOLELY BY A THIRD PARTY IN RELATION TO CERTAIN ELECTRICITY AND BT
PLANT)
a) Masts and common equipment comprising antennas and feeders.
b) Channel combining and splitting equipment.
c) British Telecommunications (BT) termination room.
d) The electricity supply (other than a supply obtained by, solely
serving and separately metered for the Sharer).
e) Common transmitting equipment area.
The point of reference for all visits and minor works (not affecting Programme
transmission) at a
71
Station is the Station Owner's SLM (see also Part I paragraph 4.)
3: ACCESS
3.1 Access to common areas is limited to appropriate approved persons.
3.2 The Station Owner is responsible for the provision and maintenance of
security in the common areas. The Sharer must conform to the Station
Owner's security procedures.
3.3 Permission to work on the Sharer's exclusive equipment, where it
interfaces with common equipment must be obtained from the Station Owner's
SLM. Keys for these areas will be held by both Organisations. (See
paragraph 3.6 below.)
3.4 Entry to the Local Distribution Company's switch room is confined to
appropriate approved persons and may be subject to agreement with such
company.
3.5 Entry to the British Telecom (BT) termination rooms is confined to
appropriate approved persons and may be subject to agreement with BT.
3.6 Areas of exclusive equipment operated by either party are the sole
responsibility of the SLM of the respective Organisation and normally no
right of access is enjoyed by the other party without a prior appointment
or consent of the other party. In an emergency, staff of either
Organisation may enter the exclusive area of the other Organisation to
establish the safety of personnel or property. Such access must be
notified to the appropriate Organisation as soon as possible thereafter.
For emergency access, each Organisation will at each Station hold a key
for gaining entry to the secured areas of the other Organisation. The key
will normally be kept in a secure glass fronted box wall mounted in a
common area or otherwise in a place accessible to the other party.
3.7 When planned maintenance by the Station Owner requires action to prevent
the powering of the Sharer's equipment, entry by authorised persons may
take place on agreed terms. (See also Parts 5, 6 and 7 of this Manual.) On
these occasions the Sharer's SLM will provide a key for the use by the
Station Owner and instruction will be given on the operation of any
security systems.
4: COMMUNICATIONS
4.1 For matters concerning Programme transmission all communications must be
passed through both Organisations' respective operational control centres
i.e. MIC/ROC.
4.2 Failures of common equipment must be brought to the attention of the other
Organisation, through the appropriate MIC/ROC.
5: SERVICE PRIORITIES
5.1 In Emergencies
--------------
5.1.1 In the case of an emergency when all Services of the Station Owner and
Sharer cannot be restored at full power, reduced power operation of all
Services will be employed. If it is not possible to restore all Services
the following priorities will normally apply:
a) NTL STATION OWNER:
TELEVISION:BBC1, ITV (or Channel 3), BBC2, Channel 4 and S4C.
RADIO:R4*, ILR, R1, R2, R3, R5, BBC LR.
b) BBC STATION OWNER:
TELEVISION:ITV (or Channel 3), BBC1, Channel 4 and S4C, BBC2.
72
RADIO:ILR, R4*, R1, R2, R3, R5, BBC LR.
* indicates R4 and/or National Regional equivalent.
Note: The parties are agreed that these priorities may (by arrangement) be
dealt with differently on Stations which have more than one ILR service.
5.1.2 At radio-only Stations, NTL MF takes priority over NTL VHF and BBC VHF
takes priority over BBC MF.
5.1.3 At NTL Stations without a BBC R4 or National Regional equivalent service,
BBC LR will take first priority.
5.1.4 During a state of national emergency, a different order of priority may
be introduced by the Station Owner or imposed by a competent authority.
5.2: UNDER NORMAL CIRCUMSTANCES
Where Services are being restored under normal conditions (eg following planned
maintenance) the Station Owner will ensure that restoration of the Sharer's
Services are enabled at or before the time of restoration of the Station Owner's
Services. Subject to confirmation from the Station Sharer's SLM that restoration
has been enabled, the Station Owner's SLM may proceed with restoration of the
Station Owner's Services.
6: INSURANCE
6.1 The Station Owner will be responsible for:
a) Insurance for the buildings, masts, plant and equipment provided
for its own and common use of the Station Owner and Sharer.
b) Statutory inspection of pressure vessels, lifts and plant
provided for its own and for common use of the Station Owner and
Sharer.
c) Providing the Sharer with a proof load certificate for any
suspension points supplied as part of the construction of the
Sharer's building (if it within paragraph 6.1(a) above).
6.2 The Sharer will be responsible for:
a) Insurance of its exclusive equipment and areas including
buildings, masts, plant and facilities provided for its own
exclusive use.
b) The statutory inspection of pressure vessels, lifts and lifting
plant provided for its own exclusive use.
7: CANTEEN
Wherever reasonably practicable the Sharer's staff may use any Station Owner's
canteen on a Station. The prices charged will not necessarily be the same as to
the Station Owner's staff. The times of meals will be as agreed with the Station
Owner's SLM.
8: SHARED AMENITIES
Where available, the Station Owner is responsible for maintaining to a
reasonable standard the kitchen, mess room, and toilet facilities in common
areas (eg in accordance with Health and Safety Regulation Standards). After use
the Sharer must ensure that these facilities and areas are left in a
satisfactory condition.
9: STAFF TRANSPORT
73
Where the Station Owner provides transport for its own staff, and seating
space is available, the Sharer's staff may use the transport at no charge
according to the journey schedule arranged by the Station Owner.
10:SECURITY
Where the Station Owner or Sharer employs staff and security checks form
part of their duties, they will carry out a surveillance of the other
Organisation's equipment and secured areas as far as possible, without leaving
their normal workplace (without any liability attaching to that Organisation for
any failure to perform this provision).
11:SHARED ON-SITE TEST EQUIPMENT
Any malfunction of common test equipment (if any) noted by the Sharer will
be reported to the Station Owner as soon as possible with confirmation in
writing. If the Station Owner is aware of any unserviceable test equipment it
will inform the Sharer.
Unless otherwise agreed with the Sharer, and where reasonably practicable,
the Station Owner will replace or repair faulty common test equipment (if any)
within one month of the date it was reported.
When reasonably practicable the Sharer will assist by transporting any test
equipment.
12:STATION IDENTIFICATION
Stations will be identified by the name which is given by the Station
Owner.
74
PART 2
SAFETY - PERSONNEL AND EQUIPMENT
1:SAFETY PRECAUTIONS
1.1 Each Organisation will work to its own safety regulations. In relation
to any works on the Sharer's exclusive equipment which do not take place in the
Sharer's exclusive area, the Sharer will require the Station Owner's permission
to proceed .
1.2 Each Organisation shall be made aware of the other's arrangements for
the emergency isolation of all mains power supplies, by local liaison. Suitable
permanent labelling will be provided.
2: FIRE FIGHTING EQUIPMENT
2.1 The Station Owner and the Sharer will be responsible for the provision
and maintenance of fire fighting equipment in their own exclusive areas and the
Station Owner will be responsible to provide the same in common areas.
2.2 Each Organisation shall be made aware of the other's arrangements by
local liaison.
3:FIRST AID
3.1 The Station Owner and Sharer shall each be responsible for providing
their own first aid arrangements.
3.2 Where necessary the Station Owner is responsible for supplying and
maintaining statutory resuscitation notices in common areas.
4:EMERGENCIES
4.1 Each Organisation may take any emergency action necessary to protect
personnel or physical damage to property. The action MUST be reported to the
other Organisation at the first opportunity.
75
PART 3
BUILDING, SITE AND ACCESS
1:SITE ACCESS ROAD AND COMMON AREAS AT ANY STATION BUILDING (THE COSTS TO THE
STATION OWNER OF CARRYING OUT THE FOLLOWING WORKS ARE MET FROM THE
MAINTENANCE FEE ELEMENT OF THE LICENCE FEE PAYABLE BY THE SHARER FOR
THE STATIONS)
1.1 The Station Owner is responsible for any maintenance work at the
Station, to any private access road and the common areas of any Station
buildings, and any common plant providing the Station with water, common fuel
tanks, and all external decoration including external decoration of Sharer's
exclusive buildings which have not been purpose built by or for the Sharer.
1.2 The Station Owner will be responsible for maintenance of sewage
disposal plants, except where they are provided solely in connection with the
Sharer's exclusive building, then the Sharer will be responsible for maintenance
work on such exclusive plant.
1.3 Where the Sharer has the use of exclusive areas within a common
building or has the exclusive use of a separate building on the Station Owner's
site, it will arrange directly for minor non-structural repairs and all internal
decorations at its own expense, without any necessary reference to the Station
Owner.
2:NEW WORK AND ALTERATIONS/ADDITIONS
The Station Owner's agreement must be obtained for all new building work
and external alterations or structural additions requested to be carried out by
the Sharer, and the Station Owner where it agrees to such work shall carry out
the same at the Sharer's sole cost and the Licence fee for the Station Licence
will be adjusted (as necessary) following completion of the works. There may be
circumstances where the Sharer with the Station Owner's agreement can carry out
its own work.
3:STRUCTURAL REPAIRS AND REPAIRS TO EXTERIOR OF SHARER'S EXCLUSIVE BUILDING
(PURPOSE BUILT BY OR FOR THE SHARER)
It is the Sharer's responsibility to identify any structural maintenance
and repairs which are necessary in the Sharer's exclusive areas/buildings and
inform the Station Owner immediately, who will arrange for the work to be
carried out subject to the Sharer refunding the Station Owner's cost or
otherwise permit the Sharer to carry out the necessary work subject to
supervision by the Station Owner's SLM.
76
PART 4
ELECTRICITY SUPPLIES
1:PLANNED INTERRUPTIONS (WORKS BY LOCAL DISTRIBUTION COMPANY)
1.1 An "interruption" is a temporary shutdown of a Station's facilities or
of common equipment at a Station affecting one or more Service at a Station. On
notification by the Local Distribution Company of a planned mains interruption
at a Station, the Station Owner's SLM will negotiate with the Local Distribution
Company to minimise the disturbance to Programme transmission using the Service
priorities listed in Part I para. 5 as a guide in conjunction with the needs of
Priority Stations (see Part 9). The SLM will then inform the Station Owner's
ROC/MIC who will in turn notify the Sharer's ROC/MIC of the dates proposed for
the planned mains interruption.
1.2 In the event of an extended mains supply interruption during Programme
hours due to a fault, the Station Owner's staff at the ROC or MIC will:
(a) Ensure that the Local Distribution Company is aware of the mains
interruption as soon as possible.
(b) Inform the Sharer's SLM via the ROC/MIC.
1.3 The responsibility for supplying a temporary emergency supply rests
with the individual Organisation, irrespective of the Station Owner/Sharer
relationship. This will not prevent the Organisations agreeing to provision for
a shared temporary emergency supply where conditions make this possible. The
costs of providing such a supply in these circumstances would be apportioned.
The responsibility in either case for arranging the provision of emergency
supplies is as follows:
(a) BBC: The SLM for the Station concerned.
(b) NTL: The Operations Manager, (OM) at its Regional Operations
Centre.
1.4 The SLM/OM (as appropriate) shall be responsible for arranging
delivery, connection, operation and return of any mobile plant. No Sharer's
mobile plant shall be permitted onto a Station Owner's Station without the
Station Owner's prior consent (and supervision where deemed necessary).
2: HIGH VOLTAGE SWITCHGEAR, CO2 INSTALLATIONS AND POWER TRANSFORMER MAINTENANCE
2.1 The Station Owner is responsible for the maintenance of HV switchgear.
This is usually dealt with by establishing a maintenance contract with the Local
Distribution Company but in some areas this is done by an approved contractor.
The Station Owner will make the necessary arrangements and notify the Sharer
accordingly. Generally the approved contractor will be expected to provide the
necessary spares, however, the Station Owner may be required to obtain special
items.
2.2 The ownership of High Voltage equipment is listed in Part 4 Appendix
A. At Belmont, Emley Moor and ▇▇▇▇▇▇ Coldfield the HV equipment supplying NTL is
housed separately from that supplying the BBC.
2.3 A standard specification (Part 4 Appendix B) shows the required
maintenance agreed between the parties to be performed by the Station Owner in
respect of the different categories of electrical equipment. In addition to the
specification, a schedule of plant will be made available for each Station
giving details of the electrical equipment to be covered by the maintenance
procedure comprised in Part 4 Appendix B. The Station Owner's SLM will arrange
in conjunction with the Sharer's SLM dates for the approved contractor to carry
out maintenance. These arrangements
77
must be confirmed in writing by the Station Owner's SLM, with a copy to the
Sharer's SLM.
2.4 A Permission-to-Proceed Certificate (Part 4 Appendix C) will be issued
to the approved contractor by the Station Owner's Representative. The purpose of
the certificate is to ensure that maintenance is only carried out at times
suitable to the operational requirements of each Organisation (see also Part 5 -
7 of this Manual).
2.5 A reporting form (Part 4 Appendix D) will be completed by the approved
contractor on completion of work and sent to the Station Owner's MIC/ROC via the
SLM, who will arrange for copies to be sent to the Sharer's MIC/ROC (as
appropriate).
2.6 The Station Owner is responsible for displaying in the HV switchroom a
schematic diagram of the power distribution and also a completed relay setting
chart, (see Part 4 Appendix E).
2.7 Access to the HV switchroom will be subject to an agreement. The
authorisation required under Part I paragraph 3.4 shall normally be determined
by the Station Owner's SLM as the room is kept locked with a non-standard lock.
78
PART 4
APPENDIX A
OWNERSHIP OF HIGH VOLTAGE EQUIPMENT
==================================================================================================================================
NTL STATIONS ICB 1 ICB 2 BUS BBC TXCB BBC TXF NTL TXCB NTL TXF VHF CB'S
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇/▇▇▇ ▇▇▇ ▇▇▇ NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
BLACK ▇▇▇▇ ▇▇▇▇ Pwr ▇▇▇▇ Pwr ▇▇▇▇ Pwr BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
CALDBECK Norweb Norweb NTL BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
CARADON HILL SWEB SWEB SWEB BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇ Hyd ▇▇▇▇ Hyd ▇▇▇▇ Hyd BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇/▇ N/A BBC N/A NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
MOEL-Y-PARC Manweb Manweb N/A N/A BBC N/A NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
RIDGE HILL Midlands Midlands Midlands BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ Eastern Eastern Eastern BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
STOCKLAND HILL SWEB SWEB SWEB BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
WINTER HILL Northern Northern Northern BBC BBC NTL NTL NTL
==================================================================================================================================
==================================================================================================================================
BBC STATIONS ICB 1 ICB 2 BUS BBC TXCB BBC TXF NTL TXCB NTL TXF VHF CB'S
----------------------------------------------------------------------------------------------------------------------------------
BILSDALE Northern BBC Gen BBC BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
BLAENPLWYF Manweb Manweb Manweb BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
CRYSTAL PALACE London London BBC/NTL BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ NIE NIE NIE BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
HANNINGTON Southern Southern Southern BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
MENDIP SWEB SWEB SWEB BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
OXFORD Southern Southern Southern BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
PONTOP PIKE Northern Northern Northern Northern BBC Northern NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
REDRUTH SWEB SWEB SWEB SWEB BBC SWEB NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
ROSEMARKIE ▇▇▇▇ Hyd ▇▇▇▇ Hyd BBC/NTL BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
ROWRIDGE Southern Southern BBC/NTL BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ N/A N/A BBC N/A NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
TACOLNESTON Eastern Eastern Eastern Eastern BBC Eastern NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
WALTHAM East Mid East Mid East Mid BBC BBC NTL NTL N/A
----------------------------------------------------------------------------------------------------------------------------------
WENVOE SWE SWE N/A N/A BBC N/A NTL N/A
==================================================================================================================================
Key :ICBIncoming HV Supply BreakersTXFHV to LV Transformers
BUSHV Bus Section(s) and Breaker(s)VHF CBVHF Radio Circuit Breakers
TXCBHV Transformer Circuit BreakersN/ANot applicable
79
PART 4
APPENDIX B
MAINTENANCE PROCEDURE
This procedure covers the general requirements for the maintenance of high
voltage power equipment at UHF main transmitting Stations, which it is agreed
between the BBC and NTL should be the responsibility of the Station Owner of the
particular Station (see also Parts 5 - 7 of this Manual). This excludes the high
voltage switchgear and transformers owned by the relevant Local Distribution
Company.
1: GENERAL
The instructions to a Local Distribution Company and/or any other approved
contractor will be given in writing by the Station Owner. The specific equipment
to be maintained and any agreed variation from this procedure will be given in a
separate document.
Once the Station is operational, the arrangements to carry out any work
must be agreed with the Station Owner's SLM. He will issue a Permission-to-
Proceed Certificate in respect of all equipment being taken out of service for
maintenance, testing, or repair. This certificate will be counter-signed by a
Representative nominated by the other Organisation.
2: PERIOD OF MAINTENANCE
Unless specified to the contrary, the maintenance work included in this
procedure should be carried out at four yearly intervals.
Contents:
Section 1: HV switchgear
Section 2: Protection and trip testing
Section 3: Reporting procedures
80
PART 4
APPENDIX B
SECTION 1
HV SWITCHGEAR
1.1 OCB TANK
Tank to be lowered. The oil is to be removed and the tank cleaned out using
a chamois leather or a synthetic sponge. Tank to be refilled up to the correct
level with new electrical insulating oil, to B.S.148. If new oil is not
available then oil reconditioned by one of the major oil companies, and
conforming to B.S.148 can be used.
1.2 OCB MAIN AND ARC SWITCH CONTACTS
The fixed and moving contacts are to be examined for signs of pitting,
burning or mechanical wear and to be dressed or replaced as necessary. Note that
silver contacts must not be cleaned-up, even if they have tarnished to a black
colour, and must only be replaced if they are burnt. The mechanical conditions
of the explosion pots should be checked and inspected for any signs of burning.
The operating arm is to be inspected and all bolts checked for signs of working
loose.
1.3 OCB MECHANISM
The closing mechanism (hand or motor wound springs or solenoid closing) is
to be checked in accordance with the manufacturer's maintenance recommendations.
The mechanical linkage should be adjusted if it is out of tolerance. A thorough
check of the mechanical condition of such items as locknuts, circlips, rivets,
bearings, rollers, etc., in the linkage should be made.
The tripping mechanism should be checked, again with reference to the
manufacturer's handbook for correct operation. The trip bar must operate freely.
All linkage knuckles, rollers, bearings, pivots, are to be lubricated as
specified by the manufacturer.
1.4 OCB MAIN ISOLATING CONTACTS
The condition of the contacts (candles, roses, etc) on the OCB truck should
be checked to see if any evidence of poor contact exists. If so, further
investigation and remedial action should be carried out. A trace of Elvolube or
equivalent contact lubricant should be deposited upon the O.C.B. truck contacts.
1.5 SPOUT CLEANING
The bus-bar and feeder spouts should be cleaned out using a chamois leather
or synthetic sponge. The external bushings should be cleaned using a suitable
paper wipe.
1.6 OCB SECONDARY ISOLATING CONTACTS
Secondary isolating contacts should be examined for signs of poor contacts
or burning.
1.7 OCB AUXILIARY SWITCHES
Switches, especially the electrical contacts should be examined for signs
of burning and any moulded insulating components should be examined for cracks.
1.8 HV CABLE BOXES
The HV cable boxes on the switchboard should be examined for compound leaks
and corrected or
81
reported as necessary.
82
PART 4
APPENDIX B
SECTION 2
PROTECTION AND TRIP TESTING
2.1 INSULATION TEST OF PROTECTION CURRENT TRANSFORMERS
The secondary earth link should be disconnected and the windings meggered
to earth, using a 1kV Megger. The group of current-transformers can be checked
together by applying the Megger across the open earth link.
2.2 PROTECTION RELAY SECONDARY INJECTION TESTS
Current-transformer test windings should be used where provided; otherwise
a relay split-plug or test block should be used to inject a test current into
the relay operating coil. A test to determine the operating time of each relay
element should be carried out with a plug setting of 100% (for Overcurrent) or
20% (for Earth Fault) and a Time Multiplier of 1.0 at:
a) A current equivalent to a Plug Setting Multiplier of 2.
b) A current equivalent to a Plug Setting Multiplier of 10.
Note:
If the injection test set cannot deliver the current required for test (b)
a reduced test within the capability of the test set should be adopted. It
cannot be over-stressed that when carrying out tests involving current of 10
times the plug setting the test current should be applied only for the very
minimum of time necessary to make the tests to avoid damage to the relay
operating coil.
Results should show the actual and design operating times taken from the
relay characteristic curve or table.
The relay reset time should be checked with the Time Multiplier set to 1.0.
2.3 TIME LIMIT FUSES
Where such protection exists the fuses are to be removed and tested for
continuity by means of a Megger, AVO, etc. Glass bodied fuses are to be
replaced. A secondary injection test set should be used to determine the
operating point of the trip coil by applying a "step" current of increasing
value until the trip bar is raised.
2.4 SWITCHGEAR TRIP TESTING (AT TWELVE MONTHLY INTERVALS)
All OCBs must be tripped and reclosed both mechanically and electrically.
This can be combined with the following tests:-
a) Auto change-over systems to be tested by mains failure simulation
either by or with the permission of the Local Distribution Company.
b) Intertripping between transformer HV and MV circuit breakers should be
tested.
Note:
The results of the twelve-monthly trip test should be recorded in the
substation log book.
83
PART 4
APPENDIX B
SECTION 3
REPORTING PROCEDURES
A report form which will be supplied with the official order and should be
completed and returned to the Station Owner's SLM following the maintenance of
the power equipment providing the information requested in this Part 4 of the
Manual and in accordance with forms which appear as sections 1 - 3 in Appendix D
("The Report"). It must indicate clearly which equipment any comments apply to
and the following details must be included in the report.
3.1 For equipment being maintained in accordance with the specification and
instructions in Part 4 of this Manual the report form should indicate if any
items of maintenance could either not be carried out or not carried out in
accordance with the specification. Details should be given of any tests or
maintenance checks which show equipment to be below standard.
3.2 A comment on the general condition of all equipment being maintained in
accordance with Part 4 of this Manual should be given with details of any work
required outside the scope of routine maintenance.
3.3 A list of materials used should be included in the report.
Note:
If there is insufficient space in sections 3.1, 3.2 or 3.3 of the Report summary
The Report should be continued on the reverse of the Report summary.
84
PART 4
APPENDIX C
PERMISSION-TO-PROCEED CERTIFICATE
MAINTENANCE OF POWER EQUIPMENT AT THE STATIONS
PERMISSION-TO-PROCEED CERTIFICATE
---------------------------------
(A) DECLARATION
---------------
TO:.....................LOCAL DISTRIBUTION COMPANY (OR APPROVED CONTRACTOR)
PERMISSION IS HEREBY GIVEN FOR YOU TO PROCEED WITH MAINTENANCE/TESTING OF
THE FOLLOWING EQUIPMENT, IN ACCORDANCE WITH THE "MAINTENANCE SPECIFICATION".
THIS CERTIFICATE DOES NOT IMPLY THAT ANY SAFETY PRECAUTIONS OR SWITCHING
OPERATIONS HAVE BEEN CARRIED OUT FOR THIS PURPOSE - ONLY THAT PERMISSION IS
FORMALLY GIVEN FOR YOU TO PROCEED WITH THE WORK, TAKING ALL NECESSARY
PRECAUTIONS.
Equipment released from service for the purpose of maintenance/testing:
................................................................................
................................................................................
................................................................................
........................Until ..............Hours ..........................Date
TimeDate
Signed by:..................BBC Representative................
And:...................NTL Representative..................
Of:.............................................Transmitting Station
___________________________
85
(B) RECEIPT
I acknowledge receipt of this Permission-to-Proceed Certificate, having read
the declaration above in section A, which must be signed by BOTH Station SLM's.
Signed by:....................... Of................... Local Distribution
Company (or approved contractor)
Time:...................... Date:........................
___________________________
(C) COMPLETION
--------------
I confirm that the maintenance/testing of the above-mentioned equipment is
complete and all necessary switching has been carried out.
Signed by:...................... Of.....................Local Distribution
Company (or approved contractor)
Time:...................... Date:........................
TimeDate
Accepted by:....................BBC Representative .................
And:....................NTL Representative ....................
Of:........................................Transmitting Station
86
PART 4
APPENDIX D
REPORT ON FOUR-YEARLY MAINTENANCE
MAINTENANCE OF POWER EQUIPMENT AT
THE STATIONS
REPORT ON FOUR-YEARLY MAINTENANCE
---------------------------------
.............................................. Transmitting Station
Maintenance commenced......................completed............................
Signed....................... of........................Local Distribution
Company (or approved contractor)
___________________
The Report, when completed, should be returned to the Station Owner's SLM.
Indicate clearly which equipment any comment applies to.
This Report is made up into sections, as listed below, and a separate sheet
is completed for each unit of equipment being maintained in that section.
The section numbers used correspond with those used in the "Maintenance
Procedure" section.
Complete all parts of the various sections of the Report, using the 'boxes'
denoting
[X] (as appropriate)
[N/A] (if not applicable)
a 'NO' or 'POOR' answer must be detailed in Section 3.
________________
Number of Sheets
Section 1.HV Switchgear...................
Section ▇.▇▇▇▇▇▇▇▇▇▇ and Trip Testing...................
Section ▇.▇▇▇▇▇▇ Summary...................
87
SECTION 1 HV SWITCHGEAR
--------- -------------
CIRCUIT LABEL INSCRIPTION:................................................
1.1 OCB Tank. Tank emptied, cleaned out and refilled with new oil (or refinery
--------
re-conditioned oil).
-----------------------
YES NO
-----------------------
1.2 OCB Switch Contacts. Fixed and moving contacts examined and dressed or
-------------------
replaced as necessary. Explosion pots and operating arm inspected and adjusted
or repaired as necessary.
-----------------------
YES NO
-----------------------
1.3 OCB Mechanism. Closing and tripping mechanism checked to manufacturer's
-------------
handbook. Adjusted and lubricated as necessary. Check that the trip bar operates
freely.
-----------------------
YES NO
-----------------------
1.4 OCB Main Isolating Contacts. Examine contacts for evidence of poor
---------------------------
contact. Corrective action taken as required. Trace of ELVOLUBE or equivalent
contact lubricant put on OCB truck contacts.
-----------------------
YES NO
-----------------------
1.5 Spout Cleaning. Bus-bar and feeder spouts cleaned with chamois leather or
--------------
synthetic sponge. The external bushings should be cleaned using a suitable paper
wipe.
-----------------------
YES NO
-----------------------
1.6 OCB Secondary Isolating Contacts. Contacts examined and any necessary
--------------------------------
corrective action taken.
-----------------------
YES NO
-----------------------
1.7 OCB Auxiliary Switches. Switches examined and any necessary corrective
----------------------
action taken
-----------------------
YES NO
-----------------------
1.8 HV Cable Box. Cable box examined for compound leaks and is satisfactory.
------------
-----------------------
YES NO
-----------------------
SECTION 2 PROTECTION AND TRIP TESTING
---------------------------
CIRCUIT LABEL INSCRIPTION:
88
2.1 C.T. Insulation Test. Insulation value of grouped C.T.'s, secondary to
earth, using 1kV megger ..........................▇▇▇ ▇▇▇
2.2 Protective Relay Secondary Injection Tests
------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Relay Plug Time OPERATING TIME Resetting
------------------------------------------------
Element Setting Multiplier Time
2 x PSM 10 x PSM
--------------------------------------------------------------------------------------------------------------------
Red o/c 100% 1.0 (10.0) (3.0) (9.0)
Yellow o/c 100% 1.0 (10.0) (3.0) (9.0)
Blue o/c 100% 1.0 (10.0) (3.0) (9.0)
E/F 20% 1.0 (10.0) (3.0) (9.0)
--------------------------------------------------------------------------------------------------------------------
* See Part 4 Appendix B Section 2 para 2.2.
NOTE: Operating time, in brackets, given for a 3 sec. relay to BS 142. Resetting
time, in brackets, given for an E.E. Co. 3 sec. C.D.G. 11,31 relay.
2.3 Time Limit Fuses
----------------
(a)Continuity check - number of fuses changed ..............rated at........Amp.
(b)Injection test - "Step" current required to just operate trip bar (no fuse
fitted)
R o/c............Amp; Y o/c..........Amp; B o/c...........Amp; E/F..........Amp.
89
2.4 and 2.5 Trip Testing
------------
Tick as necessary
-----------------
---------------------------------------------------------------------------------------------------------------
Operated correctly on Operated correctly Does not operate
first attempt after attention correctly
---------------------------------------------------------------------------------------------------------------
All protective relays with trip
functions
---------------------------------------------------------------------------------------------------------------
HV/MV Transformer Inter-tripping
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ Device Gas (alarm)
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ Device Surge (trip)
---------------------------------------------------------------------------------------------------------------
Report detail in section 3 if any of the boxes in the centre or right-hand
columns have been ticked.
90
SECTION 3 REPORT SUMMARY
--------------
3.1 Give details of HV Switchgear which received a "No" or a "Poor"
report. Include HV Switchgear which could not be maintained to the
Specification.
3.2 Comment on the condition of HV Switchgear being maintained and add any
recommendations, which may be outside the scope of maintenance.
3.3 List of materials used, which will be invoiced against this job.
Continued:(use reverse of this sheet for continuation if necessary)
-----------------------
YES NO
-----------------------
91
PART ▇
▇▇▇▇▇▇▇▇ ▇
PROTECTIVE RELAY SETTING CHART
MAINTENANCE OF POWER EQUIPMENT AT THE STATIONS
----------------------------------------------------------------------------------------------------------------------------------
PROTECTIVE RELAY SETTING CHART
------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Transmitting Station: Prepared by: Date:
----------------------------------------------------------------------------------------------------------------------------------
Sub/Station/Switch Room Operating Voltage:
----------------------------------------------------------------------------------------------------------------------------------
OVERCURRENT EARTH FAULT
----------------------------------------------------------------
CIRCUIT OTHER PROTECTIVE RELAY
DESCRIPTION Plug Setting Time Plug Setting Time SETTINGS OR COMMENTS
% or Amps Mult. % or Amps Mult.
----------------------------------------------------------------------------------------------------------------------------------
1
----------------------------------------------------------------------------------------------------------------------------------
2
----------------------------------------------------------------------------------------------------------------------------------
3
----------------------------------------------------------------------------------------------------------------------------------
4
----------------------------------------------------------------------------------------------------------------------------------
5
----------------------------------------------------------------------------------------------------------------------------------
6
----------------------------------------------------------------------------------------------------------------------------------
7
----------------------------------------------------------------------------------------------------------------------------------
8
----------------------------------------------------------------------------------------------------------------------------------
9
----------------------------------------------------------------------------------------------------------------------------------
10
----------------------------------------------------------------------------------------------------------------------------------
11
----------------------------------------------------------------------------------------------------------------------------------
12
----------------------------------------------------------------------------------------------------------------------------------
13
----------------------------------------------------------------------------------------------------------------------------------
14
----------------------------------------------------------------------------------------------------------------------------------
15
----------------------------------------------------------------------------------------------------------------------------------
92
PART 5
MASTS, ANTENNAS, COMBINERS, SPLITTERS AND FEEDERS
1: General
1.1 Station Owner Responsibility
Notwithstanding that the Station Owner's decision is final in considering
whether or when common equipment is to be permanently withdrawn from use and
replaced the Station Owner shall use its reasonable endeavours to provide any
necessary replacement common equipment (including temporary common equipment as
necessary) in order to meet its obligations under Part 9 of this Manual.
1.2 Programme of Maintenance
By the 1st January each year, or earlier if agreed, the Station Owner will
provide the Sharer with draft details of its programme of maintenance work. This
will be confirmed by the Station Owner by 1st April (see also Part 6 for Planned
Works).
1.3 Clearance to Isolate
For planned work by the Station Owner that requires the isolation of common
antenna systems the Sharer should be informed seven to fourteen days before the
scheduled start date. This notice is also required where there are separate
exclusive antenna systems and where one Organisation requires the other to
operate at reduced power or shut down completely for the purpose of access.
Information exchanged will detail work to be done, the number of isolations
required, the period involved, the number of Programme interruptions and
services affected (see also Part I para 5 and Parts 4-7 of this Manual).
Where by the nature of the work, the specific dates and times for the shut
downs are not known within an agreed work period, the Sharer's MIC/ROC must be
informed by 14.00 hours on the day prior to any shut down.
Requests to isolate and the initial confirmation between the Station
Owner's SLM and the Sharer's MIC/ROC will be by telephone. Additionally,
confirmation will be exchanged by telex or facsimile.
1.4 On Station Record Keeping
The Station Owner will keep a log at each Station, in which either
Organisation's senior Representative on the Station will enter the details of
any clearance to isolate the antennas. Additionally, the Station Owner's senior
Representative will note the actual isolation procedure for the equipment on the
Station. For details of the log see Part 5 Appendix A for NTL, and Part 5
Appendix B for BBC.
When the Sharer isolates its exclusive equipment, the Sharer's senior
Representative on Station must sign the Station Owner's log alongside the entry
covering the isolation of the Sharer's equipment. A signature will also be
required when the equipment is de-isolated.
THE LOG IS TO BE CONSIDERED AS A PERMIT TO WORK AND ITS COMPLETION IS
MANDATORY, AND ONLY WHEN THE APPROPRIATE SECTIONS ARE COMPLETED IS IT
PERMISSIBLE TO PROCEED WITH THE WORK.
1.5 Powering Antennas/Feeders/Combiners
The final responsibility for applying power to common antennas, feeders
and/or channel combining equipment rests with the Station Owner's SLM or
approved Representative.
93
1.6 Equipment Withdrawal
Except in an emergency, no common equipment will be withdrawn until the
facts have been discussed with the Sharer, whose Services requirements will be
met where possible. (See Part 1 para.5 and Part 9 of Manual (see also clause 10
of the BBC/NTL Agreement).
1.7 Electromagnetic Radiation Levels
Where the Sharer is permitted to have mast access by the Station Owner for
the maintenance of its exclusive equipment, the Station Owner must make known to
the Sharer, the maximum value of the electromagnetic field which exists within
the mast climbing area.
2: ANTENNA MAINTENANCE
2.1 Station Owner Responsibility
TheStation Owner is responsible for the maintenance, repair and protection
of common antenna systems including feeders and all associated channel combining
and protection equipment.
Such maintenance will be subject to performance limits to be mutually
agreed at the time of commissioning. Electrical tests and measurements on common
antenna, feeder and channel combining equipment will be carried out by, and at
the discretion of the Station Owner. This will take place after any major
maintenance works, or at a mutually agreed time, when the antenna, feeder or
channel combining equipment performance is in doubt. This should be done with
the assistance of the Sharer when required.
2.2 Sharer Responsibility
Antennas and feeders requested by the Sharer to be provided by the Station
Owner, for the Sharer's exclusive use will normally be provided at the sole cost
of and maintained by the Sharer, (or will be maintained by the Station Owner at
the request and cost of the Sharer). Only approved contractors skilled in mast
and antenna work will be used by the Sharer for repair work on antennas for the
Sharer's exclusive use.
The Sharer is responsible for standards, safe working practices and
safeguarding the Station Owner's facilities and the Station affected by and
during its exclusive antenna and feeder maintenance.
2.3 Equipment Isolation
Prior to carrying out antenna maintenance the Station Owner will ensure
that all appropriate equipment is isolated as necessary in order that it cannot
be powered inadvertently. The Station Owner will require the Sharer to provide
keys/tallies (if they exist) before maintenance is commenced.
The Station Owner must secure these keys/tallies in a lockable glass
fronted box, preferably in a common area.
Exclusive and common areas will be provided with clear instructions and
permanent labelling for the switching off and isolation of equipment. See also
Part 7 - Station Owner Isolation for Mast Access.
The Sharer is required to carry out the Station Owner functions detailed in
this paragraph 2 where the Sharer has its own exclusive antenna systems.
2.4 Feeder Protection Equipment
The Sharer is not permitted to carry out a reset following a common feeder
protection equipment
94
trip without specific instructions from the Station Owner. Only one reset would
be authorised.
In the event of failure of one half of a common antenna system, it is
permissible for either Organisation's authorised staff to operate its
transmitter into the serviceable half- antenna without awaiting the arrival of
the other Organisation's authorised staff.
2.5 Planned Maintenance by Station Owner
2.5.1.Television
The following applies to all Television Stations over 2w power
(i) Common antennas and feeders:
(a) Antenna, and feeder systems shall be overhauled at least every ten
years. On re-assembly, the performance of the whole antenna system will be
measured in terms of the basic reference data. (See Part 5 para 2.6).
(b) Swept antenna return loss measurements shall be carried out every two
years at main Stations and five years at relay Stations. Results will be made
available to the Sharer on request.
(ii) Common channel combining and splitting equipment:
(a) Direct cross, insertion and return loss tests into a precision load
shall be measured at periods not exceeding ten years.
(iii) Antenna monitoring and protection equipment:
(a) The Station Owner shall carry out function trips annually.
(b) The Station Owner shall calibrate the monitoring equipment every two
years.
2.5.2 Radio
Common antennas shall be overhauled at periods not greater than ten years
and the listed measurements shall be made at the periods shown below, in terms
of the basic reference data.
(i) MF stations:
(a) Antenna driving point impedance - every 5 years.
(b) Input impedance of combining system - every 5 years.
(c) Crosstalk between transmitters - annually.
(d) Field strength measurements of directional arrays - annually.
(e) The amplitude and phase of the mast currents annually, where this is
readily practical to do so.
(ii) VHF stations:
(a) Swept antenna return loss - every 5 years.
(b) Cross, insertion and return loss tests of the combining system -
every 5 years.
2.6 Basic Reference Data2.6.1 Television
95
The Station Owner will provide the Sharer initially with the following
basic reference data relating to common antennas and combining equipments.
(i) Common antennas and feeder systems:
(a) Swept return loss of transmitting antenna and feeder system measured
at the feeder input.
(b) Measurement of peak vision, colour and sound carrier levels at the
output of receiving antenna system.
(c) Horizontal and vertical radiation pattern for Stations, having an ERP
of 20kW or more.
(ii) Common channel combining and splitting equipment:
(a) Precision measurements of input impedance.
(b) Cross-loss measurements to all ports.
(c) Insertion loss to output port.
(iii) Antenna monitoring and protection equipment.
(a) The design transmitter power levels at the input ports of the
combining equipment.
(b) The trip levels of the monitoring and protection equipment.
2.6.2 Radio
The Station Owner will provide the Sharer initially with the following
basic reference data for all common equipment.
(i) MF stations:
(a) Antenna driving point impedance for each of the transmitted
frequencies in the band.
(b) Impedance of combining system input for each of the transmitted
frequencies in the band.
(c) Crosstalk of any service to any other combined transmitter output,
with all transmitters operating at their standard level.
(d) Reference field strength measurements of directional antennas at all
transmitted frequencies in the band, at Stations where the Station Owner has
accepted responsibility for the Sharer's pattern.
(ii) VHF stations:
(a) Performance of the antenna and feeder system to be provided in terms
of the measurement of swept frequency return loss.
(b) Performance of the combining unit system to be provided in terms of
measurement of cross, insertion and return loss.
(c) Levels of intermodulation products radiated within the broadcast band.
3: MAST MAINTENANCE - TELEVISION AND RADIO
3.1 Maintenance
Mast maintenance is the responsibility of the Station Owner.
96
3.2 Inspections
The Station Owner will arrange for a detailed visual inspection to be
carried out of the structure and stays. A copy of the inspection report will
only be required by the Sharer if a significant defect is noticed.
4: WORK BY SHARER TO SHARER'S EXCLUSIVE EQUIPMENT ON A STATION OWNER'S up
MAST NOT INVOLVING ISOLATION OF STATION OWNER'S EXCLUSIVE EQUIPMENT OR COMMON
EQUIPMENT
Whenever Sharer's authorised maintenance team need access to the Station
Owner's mast for work to the Sharer's exclusive equipment not requiring
isolation of common equipment or Station Owner's equipment then permission
should be sought by the Sharer from the Station Owner's SLM in accordance with
the "Antenna Feeder Isolation Log Sheet" procedure in either Part 5 Appendix A
or B as appropriate (annotating the Log Sheet in the column "Remarks" - with the
words "isolation not required").
97
PART 5
APPENDIX A
ANTENNA/FEEDER ISOLATION LOG SHEET - NTL
(due to be revised during 1991)
STATIONS - ANTENNA FEEDER LOG ISOLATION LOG SHEET - NTL
STATION......................... REFERENCE NO.............................
PERMISSION OBTAINED FROM.............(NAME) ROC...............................
TIME....... DATE.......
STATION OWNER ISOLATION AGREED YES/NO - WITH...........AT BBC MAINTENANCE
BASE............
REPRESENTATIVE ON SITE: NTL....................
BBC............................................
CLEARANCE TO ISOLATE:-
--------------------------------------------------------------------------------
DETAILS AGREED WITH ROC
--------------------------------------------------------------------------------
DATE SERVICE START RADIATING CONDITION REASON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ACTION TAKEN ON SITE TO ISOLATE ANTENNAS/FEEDERS:
--------------------------------------------------------------------------------------------
ISOLATION DETAILS DE-ISOLATION DETAILS
-------------------------------------------------------------------
SERVICE REMARKS
Antennas Date Time Keys Retained Sig. Date Time Sig.
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
98
PART 5
APPENDIX B
ANTENNA/FEEDER ISOLATION LOG SHEET - BBC
(due to be revised during 1991)
STATIONS - ANTENNA FEEDER LOG ISOLATION LOG SHEET - BBC
STATION......................... REFERENCE NO.............................
PERMISSION OBTAINED FROM.............(NAME) ROC......................
TIME....... DATE.......
STATION OWNER ISOLATION AGREED YES/NO - WITH.............AT BBC MAINTENANCE BASE
............
REPRESENTATIVE ON SITE: NTL..........................
BBC..............................
CLEARANCE TO ISOLATE:-
--------------------------------------------------------------------------------
DETAILS AGREED WITH ROC
--------------------------------------------------------------------------------
DATE SERVICE START RADIATING CONDITION REASON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ACTION TAKEN ON SITE TO ISOLATE ANTENNAS/FEEDERS:
------------------------------------------------------------------------------------------
ISOLATION DETAILS DE-ISOLATION DETAILS
------------------------------------------------------------------------------
SERVICE REMARKS
------- -------
Antennas Date Time Keys Retained Sig. Date Time Sig.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
99
PART 6
INCIDENTS, INTERRUPTIONS AND PLANNED WORKS
1: REPORTING OF INCIDENTS
1. An "incident" is any happening which affects the transmission of any
Service from a Station. Any of the following incidents must be reported by
MIC's/ROC's where their duration exceeds one minute.
(a) All interruptions to transmission
(b) All reduced power transmissions at Priority Stations whether for
maintenance or because of fault conditions.
(c) All incidents where mono is radiated in lieu of stereo.
(d) All incidents which significantly degrade transmission.
2. MIC's and ROC's are responsible for reporting incidents at their
respective stations withion their monitoring area.
3. Incidents at one Organisation's Station should be notified to the
other Organisation by telex, facsimile or by telephone as soon as possible at
both the beginning and end of the incident where they affect the other
Organisation's Service(s) at a Priority Station . (This does not apply to
planned work where advance notice has already been given).
2: PLANNED INTERRUPTIONS TO TRANSMISSION (DUE TO EQUIPMENT FAULTS AT RADIO
OR TELEVISION STATIONS)
2.1 In order to carry out planned maintenance or repairs to emergency
faults, where possible, shutdowns to Services will be planned and performed in
accordance with this Manual. The Station Owner shall give due priority to
Priority Stations and use all reasonable endeavours to comply with the agreed
response times in responding to faults in the Sharer's Services (see Part 9).
2.2 In addition to para 2.1 above, the preferred order for periods of
shutdown is as follows;-
Radio Services
--------------
(a) Closedown period when radio Services are scheduled to be off the
air (if any).
(b) 0005 - 0500 hours
(c) Outside these times.
Television Services
-------------------
(a) Closedown period when television Services are scheduled to be off
the air (if applicable).
(b) Trade period (if applicable).
(c) Weekends 0500 - 0900 hours
(d) Weekdays 0900 - 1200 hours
(e) Weekdays 0900 until on or before 12.30
100
2.3 Every effort should be made to check each Organisation's programme
listings for special listed or extra unlisted programmes, and interruptions
during such programmes should be avoided if possible.
2.4 Requests for interruptions should pass by telex or facsimile between
the appropriate MIC and ROC, giving at least one week but preferably two weeks
notice. Any refusal by either Organisation should be referred to the head
offices of both Organisations who shall agree the appropriate time.
2.5 Some requests affecting Services of particular importance may only be
agreed between the head offices of each Organisation. Such agreement will be
communicated to the relevant MIC and ROC.
2.6 Planned Work Shutdown Confirmation
----------------------------------
By 1400 hours the day before a planned Station shutdown, the leader of the
Station Owner's maintenance team responsible for the work will confirm the date
and time with the ROC/MIC of the Sharer.
2.7 Cancellation of Planned Shutdowns
---------------------------------
The Station Owner may cancel a planned Station shutdown at any time. The
Sharer may request cancellation and sympathetic consideration will be given to
this request, but cancellation will not usually be agreed to if requested less
than 12 hours prior to the proposed planned shutdown. Confirmation of
cancellation must be passed between the appropriate ROC and MIC as soon as
practicable.
3: PLANNED WORKS TO OPERATIONAL COMMON AND/OR EXCLUSIVE EQUIPMENT
(WHETHER OR NOT INVOLVING INTERRUPTIONS TO SERVICES)
3.1 Exclusive Equipment (performed by either the Station Owner or the
-----------------------------------------------------------------
Sharer)
------
3.1.1 In all cases no works should be carried out to any exclusive
equipment at an operational Station without the prior knowledge and consent of
the SLM responsible for that equipment.
3.1.2 The Station Owner's consent is required to permit entry onto a
Station to carry out works to any Sharer's exclusive equipment where it is to be
performed by anyone other than the Sharer, its authorised Maintenance Team, or,
and with the Sharer's consent, any approved contractor or an authorised employee
of the Station Owner. (Eg in accordance with the terms of this Manual and/or
clause 10.1.3 to 10.1.4 (inclusive) of the Agreement).
3.2 Common Equipment (performed by the Station Owner)
------------------------------------------------
3.2.1 No work shall be carried out at an operational Station to the
Station Owner's common equipment without prior notification to the Sharer's SLM
unless it is in accordance with a planned works list provided to the Sharer in
accordance with paragraphs 3 and 4 of Part 6.
3.2.2 In all cases no works should be carried out to such common
equipment under this paragraph 3.2 unless it is by the Station Owner's
Maintenance Team or an approved contractor.
3.3 Planned Works Notification
--------------------------
The Planned Work List for Common Equipment (other than masts and antennas)
3.3.1 Each Organisation shall produce a list of Station Owner's
planned work to common equipment (other than masts and antennas) at their
respective Stations so that negotiations for reduced power and shutdowns
affecting the Sharer's Services can be carried out in plenty of time. The
provision of this list shall also enable such works to be properly scheduled so
that each Organisation's works do not conflict.
101
3.3.2 It shall be the responsibility of each Organisation to ensure
that any conflicts in such works are brought to the attention of those
concerned.
3.3.3 The first draft of the planned works list should be produced
by 1 January each year.
3.3.4 The following types of works will be put on the planned works
list:-
3.3.4.1 Any work which requires shutdowns (or reduced power on
Priority Stations) or any works and/or equipment on Stations affected by such
shutdowns.
3.3.4.2 Any works which may prevent, or be prevented by, work on the
mast and antennas.
3.3.5 The appearance of the works on the planned works list does not
preclude the need for each Organisations' SLMs to consult with the other about
final dates and times.
3.3.6 The information should be given in the form of 'window dates'.
Subsequent amendments of the planned works list will show a narrowing of the
target window.
3.4 The Planned Work List for Common Masts and Antennas
Each Organisation must be promptly informed of all planned work as referred
to in this para 3 in respect of the Stations.
3.4.1 Mast and Antennas - Maintenance
See Part 5 of this Manual for procedure.
102
PART 7
STATION OWNER ISOLATION FOR MAST ACCESS
This part of the Manual covers the Mast Access procedure which enables the
Station Owner to gain entry into the Sharer's independent technical areas for
the purpose of isolating and de-isolating equipment. This is to ensure the
safety of personnel requiring access to the mast, antenna and associated
equipment.
1: EQUIPMENT ISOLATION
1.1 All Stations operating with equipment delivering a power of greater
than 50 ▇▇▇▇▇ must have equipment isolators capable of being locked 'off' and
their keys removed for safe keeping by the Station Owner's SLM or his
Representative.
Stations with equipment delivering 50 ▇▇▇▇▇ or less may be isolated using
switches that have no means of being locked in the 'off' position. On these
Stations the isolator(s), must have an appropriately worded warning notice
placed on them by the appropriate senior Representative (and/or SLM) and only
removed when it is safe to restore supplies.
1.2On Stations where the Sharer has exclusive feeders and antenna systems
(maintained by the Sharer), the Sharer may at the Station Owner's SLM's
discretion isolate the Station Owner's equipment. In this case the Station
Owner's isolation instructions must be displayed.
1.3 Before any equipment isolation can be agreed at local level (eg by the
Station Owner's SLM), the following information must be displayed:-
i) A diagram showing the location of the various isolators displayed
by each Organisation in its exclusive areas, on main Stations, near the access
door.
ii) Mast Access notices displayed at all necessary locations giving
full isolating details.
iii) The identification of all isolators labels placed adjacent to the
isolator.
iv) The identification of all isolator keys by a Mast Access point
reference number or letter.
v) Each Organisation's telephone numbers displayed as follows:
SLM's - Base
- Home
ROCs or MICs - Local
24 hour staffed MICs or ROCs - London
2: AUTHORISED STAFF
Both Organisation's SLM must be satisfied that the authorised persons
carrying out the operations of isolating and de-isolating are fully competent.
They must be aware of the necessary security and switching procedures.
3: REQUEST FOR ACCESS
3.1 The initial request will be made by the Station Owner's SLM to the
Sharer's ROC/MIC normally giving at least 7 days notice -(see Part 5, Section
1.3.)
103
3.2 The Sharer's and Station Owner's SLM will liaise on each occasion to
make arrangements for the necessary instruction to be given to the persons
actually carrying out the operation of isolation.
3.3 The Sharer's SLM will agree to Station Owner isolation if he considers
it more effective or convenient to do so. Otherwise the Sharer's SLM will make
necessary arrangements for the isolation to be carried out.
3.4 Before isolation and prior to actual access to the Sharer's exclusive
area, a check is to be made with both Organisation's MIC/ROC to ensure that
there are no overruns or last minute changes to the times agreed for isolation.
For access during the night hours the check should be made prior to midnight.
4: ACCESS
4.1 Where applicable the entrance key to the Sharer's exclusive area is to
be supplied by the Sharer's SLM and passed to the Station Owner's SLM at some
agreed time prior to the work being carried out. This key is in addition to any
emergency keys which are normally kept in the glass key box.
4.2 Security alarm procedures if applicable, are to be passed to the
Station Owner's SLM by the Sharer's SLM to ensure that alarms are cancelled or
the MIC/ROC is made aware of an entry.
5: ISOLATION AND DE-ISOLATION
5.1 The Station Owner's SLM or Representative will keep a log (see Part 5.
Appendices A & B) detailing dates, times of agreed isolation together with the
initials of authorising engineer at ROC/MIC. The actual isolation times will
also be recorded together with details of the work carried out.
5.2 When communication is possible the actual isolating and de-isolation
times are to be passed to both Organisation's MIC/ROC immediately, but otherwise
as soon as possible.
For such contact the Control Centres are manned as follows:
LocalROC 0800-0015 daily
London (Croydon)ROC 24 hour, seven days
▇▇▇▇▇ MoorROC 24 hour, seven days
LocalMIC 0800-2000 daily
London (Crystal Palace) MIC 24 hour, seven days
104
PART 8
COINCIDENT OPENING OF UHF RELAY STATION
INTRODUCTION
------------
When a new UHF relay Station is brought into service, television dealers
and the general public expect all four television channels, BBC-1, BBC-2, ITV
(or Channel 3) and the Fourth Channel (or Channel 4) or the equivalent Welsh
Channels to be available simultaneously. In some cases existing viewers may be
deprived of a Service if this is not done. Although this appears to be a
straightforward and logical arrangement, there may be complications from the
Organisations point of view. For instance, acquisition by the Station Owner
where the other party is a Sharer subject to commercial terms, or where delays
occur at the last minute because of late delivery of equipment or commissioning
problems and often only one Organisation is affected.
The purpose of this part of the Manual is to set down procedures which will
ensure that Stations are brought into service in the spirit of the general
provisions of the Agreement of which this Manual forms part.
1: CONSTRUCTION PROGRAMME
New Stations may be selected by either party to this Agreement but they
agree to inform each other of their proposed construction programmes
approximately 12 months ahead (or otherwise as soon as reasonably practicable).
2: EXCHANGE OF INFORMATION
Where the Sharer wishes to enter into a site licence with the Station Owner
to share use of a new Station under construction the Station Owner agrees
(subject to such a site licence being completed) to make provision for planned
access and completion dates to be exchanged at agreed intervals by telex or
facsimile and otherwise to proceed in accordance with detailed and regular
exchanges of information as necessary. Information to be sent by:-
a) BBC: Head of Transmitter Project Group ▇▇▇, Warwick to
NTL: Planning and Commercial Services Group (PCSG)
b) NTL: Planning and Commercial Services Group (PCSG) to
BBC: Head of Transmitter Project Group ▇▇▇, Warwick,
3: ACCESS AND SERVICE DATES
Access dates will normally be Mondays. The site licence will set out the
date access is first given. Subject to para 2 above, transmission commencement
will normally start on completion of the installation of the equipment enabling
all the Station's Services to be transmitted.
4: CHANGES TO ACCESS DATES
4.1 Planned access dates will only be changed by agreement. Each change of
access date exceeding eight weeks will be specifically confirmed in writing,
normally by means of a separate letter for each Station affected. Other
significant changes will be confirmed in writing between the engineers concerned
(see also para 2 of Part 8).
5: INSTALLATION SEQUENCE
5.1 In the case of Stations with a common equipment area, the Station
Owner will complete its equipment and accommodation installation first, subject
to para 2 above and 6 below. The access
105
date given to the Sharer will be based on the completion date of the Station
Owner's installation.
6: DELAYS
6.1 If the Station Owner is unable to offer the Sharer access on the
agreed access date, it shall ascertain if the Sharer wishes to commence its
installation as soon as all the common equipment and its common accommodation
facilities are available. If advice of the delay is given eight weeks or more
before the revised access date, the Sharer will be expected to complete the
normal sequence of installations. If advice of the delay is given less than
eight weeks and more than two weeks before the revised access dates, the Sharer
will be allowed two additional weeks for completion.
6.2 If the Sharer is installing in advance of the Station Owner and is
unable to complete its installation within the times given above, revised
arrangements for that Station will be agreed between ▇▇▇ and NTL Transmitter
Systems Group at ▇▇▇▇▇▇▇ Court (TS Group).
6.3 If either Organisation is unable to complete their installation in the
agreed time, it should advise the other as soon as this is apparent. The latter
can then, at its discretion, commence transmission, unless there is a
requirement for coincident opening, (see paragraph 8.2 below).
7: STATION COMMISSIONING
7.1 On completion of the first installation of equipment for each Service
by either Organisation the Station Owner or Sharer will normally disconnect the
input to its transposer. It will be left switched on with its output connected
into the combiner. Periods of radiation prior to the agreed service date must be
kept to a minimum.
7.2 The last Organisation to complete its installation will check for
mutual interference problems, and if all outputs are clear, leave all equipment
switched on and the combiner connected into antenna. The other Organisation will
be advised, without delay, that transmission has started or that there is a
problem. In the event of any delay beyond the planned transmission date, the
last Organisation to complete the installation will advise the other of the
delay to the planned transmission date and when it has completed its
installation, and in each case as soon as possible. The information must be
communicated to:
a) NTL - The Regional Services Group Leader (RSGL) at its Regional
Engineering Management Centre (REMC): who will inform the ROC
and Progress Unit in TS Group.
b) BBC - The SLM : who will inform the MIC.
A telephone number should be left on the Station by both Organisation, for
a representative of the last Organisation to complete its installation to
telephone the other Organisation with this information.
8: SPECIAL CASES
In certain cases, it may be necessary or expedient for Stations to open on
the earliest possible date. The requirement for coincident opening of such
Stations may be waived by agreement subject to compliance with para 7.2 hereof.
106
PART 9
PRIORITY STATIONS AND RESPONSE TIMES
This part of the Manual covers the agreed procedure for a Station Owner to
deal with any faults or failure of common equipment including damage or failure
of a mast which is causing significant degredation to the Sharer's Service at a
Station Owner's Station.
The Station Owner agrees to use all reasonable endeavours to respond to any
such fault call outs in accordance with the response times indicated below
unless it is prevented from so doing by any event or occurance beyond its
reasonable control.
(This part of the Manual should be read in conjunction with Part I para 5
and Parts 5 - 7 generally).
PRIORITY ATTENDANCE BY STATION OWNER TO DEAL WITH FAULTS IN
COMMON EQUIPMENT FOR THE BENEFIT OF THE SHARER
INTRODUCTION
------------
Certain Services of the Organisations at particular Stations ("Priority
Services") have been designated as requiring priority maintenance by the
respective Organisations where they are Station Owner. The particular Stations
in question are listed in Part 9 Appendix A of this Manual.
These provisions are in addition to and not in substitution for the other
maintenance practices of the Organisations in respect of the Stations detailed
elsewhere in this Manual.
1:RESPONSE OF THE MIC/ROC
1.1 The Station Owner's MIC/ROC must be informed, in the shortest
practicable time, of any fault at a Station Owner's Station which causes a shut
down on the Sharer's Priority Services. The time at which information about the
fault was received, and the time at which the MIC/ROC was informed must be
logged by the Station Owner.
1.2 The MIC/ROC should also inform the ROC/MIC (as applicable) when the
Station Owner's maintenance team arrive on a Station and conduct any liaison,
that may be required, for attendance by the Sharer's maintenance team.
2:TEAM RESPONSE
2.1 The Station Owner's maintenance team must respond in the shortest
practical time, to a report that failure of the Station Owner's common equipment
has caused a shutdown of the Sharer's Priority Services. The anticipated
response times are listed in Part 9 Appendix A. Attendance by the Station
Owner's maintenance team at the Station should be achieved within the times
stipulated. It should be noted that the Station Owner covenants and is obliged
to use all reasonable endeavours to achieve these response times.
2.2 The time of receiving the message from the Sharer's MIC/ROC and the
time of arrival at a Station should be logged by the Station Owner's maintenance
team on the Station visit sheet.
3:CONTINUOUS AVAILABILITY OF STATION OWNER'S COMMON EQUIPMENT
3.1 The Organisations hereby covenant and agree that the availability of
common equipment at Priority Stations in every year that the agreement between
the Organisations subsists shall, at each Priority Station, be better than
99.9%, measured as a six monthly moving average for each Priority Station. For
the purposes of calculating the availability, shutdowns for planned mast and
antenna maintenance shall not be taken into account. All reasonable endeavours
will be made to minimise the duration of shutdowns for such work.
107
PART 9
APPENDIX A
-----------------------------------------------------------------------------------------------
SHARER'S
STATION PRIORITY ANTICIPATED RESPONSE TIME TO
STATION OWNER SERVICES ATTEND STATION
------------------------------------------------
less less less greater
than 1hr than 2hr than 3hr than 3hr
-----------------------------------------------------------------------------------------------
Alderney NTL SHF x #
-----------------------------------------------------------------------------------------------
Alexandra Palace BBC ILR x
-----------------------------------------------------------------------------------------------
Allerton Park, Merseyside BBC ILR x
-----------------------------------------------------------------------------------------------
Alsagers Bank BBC ILR x
-----------------------------------------------------------------------------------------------
Angus NTL TV x
-----------------------------------------------------------------------------------------------
Anstey Lane, Leicester BBC ILR x
-----------------------------------------------------------------------------------------------
Bath BBC ILR x
-----------------------------------------------------------------------------------------------
Beacon Hill NTL TV x
-----------------------------------------------------------------------------------------------
Belmont NTL TV, NR x
-----------------------------------------------------------------------------------------------
Bilsdale BBC TV, ILR x
-----------------------------------------------------------------------------------------------
Black Hill NTL TV, NR x
-----------------------------------------------------------------------------------------------
Blaenplwyf BBC TV x
-----------------------------------------------------------------------------------------------
Bluebell Hill BBC TV, ILR x
-----------------------------------------------------------------------------------------------
Bow Brickhill BBC ILR x
-----------------------------------------------------------------------------------------------
Brighton, (Southwick) BBC ILR x
-----------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ Mountain BBC ILR x o
-----------------------------------------------------------------------------------------------
Caldbeck NTL TV x
-----------------------------------------------------------------------------------------------
Caradon Hill NTL TV, LR x
-----------------------------------------------------------------------------------------------
Carmel BBC TV x
-----------------------------------------------------------------------------------------------
Chatton NTL TV x
-----------------------------------------------------------------------------------------------
Churchdown Hill BBC ILR x
-----------------------------------------------------------------------------------------------
Craigkelly NTL TV x
-----------------------------------------------------------------------------------------------
Crystal Palace BBC TV x
-----------------------------------------------------------------------------------------------
Darvel NTL TV, NR x
-----------------------------------------------------------------------------------------------
▇▇▇▇▇ BBC TV x o
-----------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ BBC TV x #
-----------------------------------------------------------------------------------------------
Dover NTL TV x
-----------------------------------------------------------------------------------------------
Durris NTL TV, NR x
-----------------------------------------------------------------------------------------------
Emley Moor NTL TV x
-----------------------------------------------------------------------------------------------
Exeter (▇▇▇▇▇▇'▇ ▇▇▇▇) BBC ILR x
-----------------------------------------------------------------------------------------------
Fair Isle NTL SHF x #
-----------------------------------------------------------------------------------------------
Falls of Conon BBC SHF x
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Fenham BBC ILR x
-----------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ BBC ILR x
-----------------------------------------------------------------------------------------------
108
--------------------------------------------------------------------------------
Freemans Common BBC ILR x
--------------------------------------------------------------------------------
Fremont Point NTL TV x
--------------------------------------------------------------------------------
Girvan BBC ILR x
--------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ BBC SHF x
--------------------------------------------------------------------------------
Greenside Scalp BBC ILR x
--------------------------------------------------------------------------------
Guildford BBC ILR x
--------------------------------------------------------------------------------
Hannington BBC TV, ILR x
--------------------------------------------------------------------------------
Haslemere BBC ILR x
--------------------------------------------------------------------------------
Hastings BBC ILR x
--------------------------------------------------------------------------------
Heathfield BBC TV, ILR x
--------------------------------------------------------------------------------
Hemel Hempstead BBC TV x
--------------------------------------------------------------------------------
High ▇▇▇▇▇▇▇ BBC ILR x
--------------------------------------------------------------------------------
Huntshaw Cross NTL TV, LR x
--------------------------------------------------------------------------------
Keighley NTL TV, NR x
--------------------------------------------------------------------------------
Kilvey Hill BBC TV, ILR x
--------------------------------------------------------------------------------
Knockmore NTL TV x
--------------------------------------------------------------------------------
Lancaster NTL TV, LR x
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ Mill $NTL LR x
--------------------------------------------------------------------------------
Limavady BBC TV, ILR x o
--------------------------------------------------------------------------------
Llandonna BBC TV x
--------------------------------------------------------------------------------
Llangollen (Cym-y-Brain) BBC SHF x
--------------------------------------------------------------------------------
Llangurig BBC SHF x
--------------------------------------------------------------------------------
Londonderry BBC ILR x o
--------------------------------------------------------------------------------
Long Mountain BBC SHF x
--------------------------------------------------------------------------------
Lots Road BBC ILR x
--------------------------------------------------------------------------------
Madingley BBC ILR x
--------------------------------------------------------------------------------
Malvern BBC ILR x
--------------------------------------------------------------------------------
Mangotsfield BBC ILR x
--------------------------------------------------------------------------------
Mansfield BBC ILR x
--------------------------------------------------------------------------------
Mapperley Ridge BBC ILR x
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SHARER'S
STATION PRIORITY ANTICIPATED RESPONSE TIME TO ATTEND
STATION OWNER SERVICES STATION
----------------------------------------
less less less greater
than 1hr than 2hr than 3hr than 3hr
--------------------------------------------------------------------------------
Marlborough BBC ILR x
--------------------------------------------------------------------------------
Melvaig BBC SHF x
--------------------------------------------------------------------------------
Mendip BBC TV, ILR x
--------------------------------------------------------------------------------
Midhurst BBC TV x
--------------------------------------------------------------------------------
Moel-y-Parc NTL TV x
--------------------------------------------------------------------------------
Newhaven BBC ILR x
--------------------------------------------------------------------------------
109
-----------------------------------------------------------------------------------------
SHARER'S
STATION PRIORITY ANTICIPATED RESPONSE TIME TO ATTEND
STATION OWNER SERVICES STATION
---------------------------------------
less less less greater
than 1hr than 2hr than 3hr than 3hr
-----------------------------------------------------------------------------------------
Northampton VHF BBC ILR x
-----------------------------------------------------------------------------------------
Oxford BBC TV, ILR x
-----------------------------------------------------------------------------------------
Pendle Forest NTL TV, LR x
-----------------------------------------------------------------------------------------
Plymouth (▇▇▇▇▇▇ Barracks) BBC ILR x
-----------------------------------------------------------------------------------------
Pontop Pike BBC TV x
-----------------------------------------------------------------------------------------
Presely NTL TV x
-----------------------------------------------------------------------------------------
Redruth BBC TV x
-----------------------------------------------------------------------------------------
Reigate BBC ILR x
-----------------------------------------------------------------------------------------
Ridge Hill NTL TV, NR x
-----------------------------------------------------------------------------------------
Rosemarkie BBC TV x
-----------------------------------------------------------------------------------------
Rowridge BBC TV x
-----------------------------------------------------------------------------------------
Rumster Forest NTL TV, NR x
-----------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ NTL TV, LR x
-----------------------------------------------------------------------------------------
Selkirk NTL TV x
-----------------------------------------------------------------------------------------
Sheffield (Tapton Hill) BBC TV, ILR x
-----------------------------------------------------------------------------------------
Sideway BBC ILR x
-----------------------------------------------------------------------------------------
Stockland Hill NTL TV x
-----------------------------------------------------------------------------------------
Stockton BBC ILR x
-----------------------------------------------------------------------------------------
Storeton BBC TV x
-----------------------------------------------------------------------------------------
Sudbury BBC TV x
-----------------------------------------------------------------------------------------
▇▇▇▇▇▇ Coldfield BBC TV, ILR x
-----------------------------------------------------------------------------------------
Tacolneston BBC TV x
-----------------------------------------------------------------------------------------
The Wrekin BBC TV, ILR x
-----------------------------------------------------------------------------------------
Torbay (Occombe) BBC ILR x
-----------------------------------------------------------------------------------------
Tunbridge ▇▇▇▇▇ BBC TV x
-----------------------------------------------------------------------------------------
Waltham NTL TV x
-----------------------------------------------------------------------------------------
110
SHARER'S
STATION PRIORITY ANTICIPATED RESPONSE TIME TO ATTEND
STATION OWNER SERVICES STATION
------------------------------------------------------
Wenvoe BBC TV x
------------------------------------------------------------------------------------------------------------------
Whitehawk Hill (Brighton) BBC TV, ILR x
------------------------------------------------------------------------------------------------------------------
Winter Hill NTL TV, LR x
------------------------------------------------------------------------------------------------------------------
Wrexham-Rhos NTL TV x
------------------------------------------------------------------------------------------------------------------
Key:TV=Television
SHF=Link
NR=National Radio
LR=BBC Local Radio
ILR=NTL Local Radio
NOTE
----
In this Appendix A Part 9 the anticipated response time is calculated for
fault call outs reported between the hours of 0800 - 1630. For response
times outside those times an additional hour must
be added in each case.
O pecial security problems may cause delays in anticipated response times
on these indicated Stations.
#Delays may arise in the anticipated response times to these Stations
which are on island sites accessed by ferries.
111
IN WITNESS whereof the Common and Corporate Seals of the parties
hereto were hereunto affixed and this agreement was executed and
delivered as a Deed the day and year first above written.
The Common Seal of)
NATIONAL TRANSCOMMUNICATIONS )SEAL
LIMITED was hereunto affixed )
in the presence of:- )
DirectorD S ▇▇▇▇▇▇▇▇
DirectorR A ▇▇▇▇▇▇▇▇
The Corporate Seal of THE ) BRITISH
BROADCASTING )SEAL CORPORATION was
hereunto )
affixed in the presence of:- )
Governor ▇▇▇▇ ▇▇▇▇▇▇
A Proper OfficerJohn Birt
SCHEDULE IV
On or after expiration of the Compulsory Period (see Clause 10.8.2) the following applies:
------------------------------------------------------------------------------------------
Where Sharer ceases to provide Where Sharer Provides
----------------------------------------------------
Technical Services to theTechnical Services to the Sub-
-------------------------------------------------------
Sub-LicenseeLicensee
--------------------
------------------------------------------------------
COMMON ACCOMMODATION
--------------------
(1) Sharer
terminates sub-
licence (with a
view to Sub- (1) Sharer remains
Licensee (Clause
obtaining a 10.1.2.1)
direct site
sharing licence
from the
Station Owner)
(Clause
10.2.(ii))
------ ------------ ------------ ------------ ------
(2) Sharer's Site Station Sub- Sharer (2) Sub-licence of
Licence Owner Licensee Equipment Sub-Licensee
amended if Equipment Equipment remains in
appropriate * place (Clause
(Clause 10.1.2.1)
10.2.(ii)) ------------------------------------------------------
(1) Sharer (1) Station Owner
terminates sub- right to require
licence (with a Sharer to
view to Sub- terminate sub-
Licensee ------------------------------------------------------ licence (with a
obtaining a COMMON ACCOMMODATION view to Sub-
direct site -------------------- Licensee
sharing licence obtaining a
from Station direct site
Owner) sharing licence
(Clause from Station
10.2.(ii)) Owner)
(Clause
------ --------------- ---------------- ------
(2) Sharer's Site Station Sub- (2) Sharer's Site
Licence Owner Licensee Licence
amended or Equipment Equipment amended or
terminated if ------------------------------------------------------ terminated if
appropriate appropriate
(Clause (Clause
10.2.(ii)) 10.2.(i))
------------------------------------------------------
(1) Sharer EXCLUSIVE ACCOMMODATION (1) Sharer remains
terminates sub- ----------------------- (Clause
licence (Clause 10.1.2.1)
10.3) ------
-------- --------
(2) Sharer may
grant new sub-
licence of part (2) Sub-licence of
of Sharer's Sub-Licensee
Exclusive remains in place
Accommodati (Clause
on but Sub- 10.1.2.1)
Licensee must
enter into a site --------------- ----------------
licence with Sharer Sub-
Station Owner Equipment Licensee
to retain any Equipment
Equipment at
the Station
other than in
the Sharer's
Exclusive
Accommodati ------------------------------------------------------
on. (Clause
10.3)
(3) Sharer's Site
Licence
amended if
appropriate
(Clause 10.3)
------------------------------------------------------
EXCLUSIVE ACCOMMODATION (1) Station Owner
right to require
Sharer to give
up Exclusive
(1) Station Owner Accommodation
right to require if a third
Sharer to give party requests
up Exclusive Accommodation
Accommodation at the
(Clause Station for any
10.5(i)) services
comprised in
the Broadcast
Channels.
(Clause
10.4.(i))
-------- ------------------- --------
(2) Sharer's Site Sub- (2) Sharer's Site
Licence Licensee Licence
amended or Equipment amended or
terminated if terminated if
appropriate appropriate
(Clause (Clause
10.5(ii)) ------------------------------------------------------ 10.4.(ii))
NOTE * (local radio licensee only) (Clause 10.1.2.1)
