Common use of General Operating Standards Clause in Contracts

General Operating Standards. (a) O&M Contractor has read and understands the requirements of all Project Agreements provided to it by Owner and shall comply with the material requirements thereof in providing the Services, including the delivery of any required notices and obtaining any required consents applicable to any of the Services. (b) Subject to Section 6.3, O&M Contractor shall perform the Services in accordance with Applicable Law, the Permits, Prudent Industry Practice, Energy Storage Industry Standards, the terms of all the Project Hardware Warranties, the BOT Warranty, the Project Agreements, the O&M Manuals, the Annual Operating Plan, all applicable requirements of O&M Contractor’s insurance policies in respect of the Services, and all other requirements of this Agreement, including the Exhibits hereto. Should the rules, standards or guidelines derived from the foregoing sources be inconsistent in any regard, O&M Contractor shall consult with Owner for direction, but in the interim shall follow the most stringent of such inconsistent standards. Without limiting the foregoing, O&M Contractor shall use commercially reasonable efforts to maximize net profit, energy production, and Project efficiency; to optimize the useful life of the Project; to utilize O&M Contractor’s personnel in the performance of the Services; and to minimize Project downtime and T&M Costs, including by scheduling outages during non-daylight hours and working evenings to return the Project to service to limit downtime during daylight hours. While performing any Services under this Agreement, O&M Contractor will comply with all terms and requirements applicable to the operation, maintenance and monitoring of the Project as specified (i) in the Project Hardware Warranties and the BOT Warranty, and shall not take or fail to take any action that could release, void or waive any Project Hardware Warranty or the BOT Warranty, and (ii) in the written instructions of the original equipment manufacturers or vendors with respect to equipment supplied by them included in the Project. O&M Contractor shall coordinate with the original equipment manufacturers who supplied the components for the Project to obtain any technical information letters, bulletins, or other maintenance requirements developed or provided by such original equipment manufacturers during the Term, and O&M Contractor shall incorporate the recommendations in such technical information letters, bulletins and other maintenance requirements into the Services. (c) O&M Contractor acknowledges that the major policies and business decisions concerning the Project, including those listed below, shall be established by Owner. The day-to-day management of the Project shall be the responsibility of O&M Contractor as further described in Exhibit A; provided that O&M Contractor shall not be responsible for the scheduling of energy or other dispatch of the Project. O&M Contractor shall obtain Owner’s permission before engaging in activities with respect to the Project that are not within the scope of Exhibit A or required by Emergency (subject to Section 4.5). O&M Contractor shall not, under any circumstances, unless otherwise directed by Owner, undertake any of the following actions: (i) subject to Section 5.3, cause the creation or assumption by Owner of any indebtedness for borrowed money, or cause any mortgage, lien, security interest or encumbrance on any assets or properties of the Project; (ii) cause Owner to act as surety, ▇▇▇▇▇ guaranties or incur similar liabilities on behalf of third parties, directly or indirectly, whether for borrowed money or otherwise; (iii) cause the conveyance, modification, sale or other disposition of any part of the Project; or (iv) negatively change the capacity characteristics of the Project from the level achieved at the Project Substantial Completion Date.

General Operating Standards. (a) O&M Contractor has read and understands the requirements of all Project Agreements provided to it by Owner and shall comply with the material requirements thereof in providing the Services, including the delivery of any required notices and obtaining any required consents applicable to any of the Services. (b) Subject to Section 6.3, O&M Contractor shall perform the Services in accordance with Applicable Law, the Permits, Prudent Industry Practice, Energy Storage Industry Standards, the terms of all the Project Hardware Warranties, the BOT Warranty, the Project Agreements, the O&M Manuals, the Annual Operating Plan, all applicable requirements of O&M Contractor’s insurance policies in respect of the Services, and all other requirements of this Agreement, including the Exhibits hereto. Should the rules, standards or guidelines derived from the foregoing sources be inconsistent in any regard, O&M Contractor shall consult with Owner for direction, but in the interim shall follow the most stringent of such inconsistent standards. Without limiting the foregoingIn performing its obligations hereunder, O&M Contractor shall use commercially reasonable efforts to maximize net profitto, energy productionconsistent with the Budget, the requirements of this Agreement, and Project efficiency; to optimize the useful life Requirements of the Project; Project Agreements, maximize revenues generated by the operation of the WECs and minimize associated expenses, based on direction received by O&M Contractor from Owner Representative. (b) O&M Contractor shall take all necessary steps to utilize cause the WECs to operate in accordance with all Applicable Laws or other requirements, including those set forth by the North American Electric Reliability Corporation, Environmental Laws, and Safety Laws, in each case, to the extent applicable to O&M Contractor’s personnel in the performance scope of work hereunder. O&M Contractor shall provide Owner prompt written notice of any order or requirement upon first learning of the Servicessame; and to minimize Project downtime and T&M Costsprovided, including by scheduling outages during non-daylight hours and working evenings to return however, that if any Applicable Laws (excluding Safety Laws) come into existence after the Project to service to limit downtime during daylight hours. While performing any Services Effective Date, the requirements of which materially increase O&M Contractor’s cost of performance under this Agreement, O&M Contractor will comply then the reasonable and documented expenses (other than de minimis expenses) of complying with all terms and requirements applicable to the operationsuch Applicable Laws, maintenance and monitoring of the Project as specified (i) in the Project Hardware Warranties and the BOT Warrantyif any, and shall not take or fail to take any action that could release, void or waive any Project Hardware Warranty or the BOT Warranty, and (ii) in the written instructions of the original equipment manufacturers or vendors with respect to equipment supplied by them included in the Project. O&M Contractor shall coordinate with the original equipment manufacturers who supplied the components for the Project to obtain any technical information letters, bulletins, or other maintenance requirements developed or provided by such original equipment manufacturers during the Term, and O&M Contractor shall incorporate the recommendations in such technical information letters, bulletins and other maintenance requirements into the Servicesbe considered a Reimbursable Expense. (c) O&M Contractor shall perform its obligations hereunder in accordance with the terms of this Agreement, Prudent Industry Practices, Applicable Laws (including Environmental Laws and Safety Laws), Permits, the Maintenance Manual, the applicable Operating Plan and Budget, those requirements of the Project Agreements set forth in Exhibit K (“Requirements of the Project Agreements”), the requirements under the insurance policies maintained by O&M Contractor with respect to the WECs, and any Subcontractor, vendor and manufacturer warranties or guaranties applicable to the Wind Plant and WECs, including any warranties and guarantees under the Turbine Supply and Commissioning Contract, and in a manner that will not violate, invalidate or otherwise limit the scope of such warranties. (d) O&M Contractor acknowledges that the major policies and business decisions concerning the ProjectWind Plant, including those listed below, shall be established by Owner. The day-to-day management of the Project shall be the responsibility of O&M Contractor as further described in Exhibit A; provided that O&M Contractor shall not be responsible for the scheduling of energy or other dispatch of the Project. O&M Contractor shall obtain Owner’s permission before engaging in activities with respect to the Project Wind Plant that are not within the scope of Exhibit A this Agreement or required by Emergency (subject to Section 4.5)Emergency, including scheduling non-emergency interruptions in the delivery of electricity. O&M Contractor shall not, under any circumstances, unless otherwise directed by Ownerthe Owner in writing, undertake any of the following actions: (i) subject to Section 5.3, cause the creation or assumption by Owner of any indebtedness for borrowed money, or cause any mortgage, lien, security interest or encumbrance Encumbrance on any assets or properties of the ProjectWind Plant or any part thereof, or any other property or assets of Owner, except for liens created by O&M Contractor as a result of Owner’s failure to pay amounts due under this Agreement as and when due; (ii) pledge the credit of Owner or its affiliates in any way in respect of any commitments or cause Owner to act as surety, ▇▇▇▇▇ grant guaranties or incur similar liabilities on behalf of third parties, directly or indirectly, whether for borrowed money or otherwise; (iii) cause the conveyance, modificationsale, sale transfer or other disposition of any part of the Project; orWind Plant or any other property or assets of Owner; (iv) negatively solicit, negotiate, arrange or engage in any transaction on behalf of Owner not permitted under this Agreement, including taking any action to waive any of Owner’s rights under, suspend Owner’s performance under, or execute, terminate or amend any Project Agreement, contract, agreement, document or Permit on behalf of Owner; (v) modify or alter the WECs, Wind Plant, Wind Plant Site or any part thereof in a manner that adversely affects the operation, availability, output, efficiency, maintenance costs, or repair costs of any of the WECs, or change the capacity characteristics of the Project WECs or Wind Plant; (vi) settle, compromise, assign, pledge, transfer, release or consent to the compromise, assignment, pledge, transfer or release for Owner, the Wind Plant, the WECs comprised therein or the Wind Plant Site any Claim, whether the same arises against, in favor of or otherwise pertains to Owner, the Wind Plant, the WECs or the Wind Plant Site (including, agreeing to any penalty for violation of any applicable Permits), nor will O&M Contractor submit any such Claim to arbitration or judicial process, or stipulate in respect thereof to a judgment, or consent to do the same, except for Claims by O&M Contractor against Owner or Claims subject to O&M Contractor indemnification under ARTICLE 12 (and O&M Contractor agrees that Owner shall retain full control of all such legal actions, demands, negotiations and compromises with respect to any of the aforementioned Claims, except for Claims by O&M Contractor against Owner or Claims subject to O&M Contractor indemnification under ARTICLE 12); or (vii) subcontract any of its obligations hereunder if the subcontract provides for compensation to the Subcontractor in excess of Twenty Thousand Dollars ($20,000) within one calendar year without providing written notice of such subcontract to Owner; provided that any such subcontract relating to the performance of services constituting Reimbursable Expenses shall require prior written approval of Owner, which shall not unreasonably be withheld. (viii) make or commit to make any Reimbursable Expenses or acquire on a reimbursable cost basis any equipment, materials, assets, or other items, except in conformity with the then current Budget or as otherwise approved in writing by Owner pursuant to Section 7.2; provided that in the event of an Emergency, affecting the safety or protection of Persons or endangering the Wind Plant or the WECs, O&M Contractor, without approval from Owner, shall be authorized to take all reasonable actions to prevent such threatened damage, injury or loss in accordance with Section 4.6; and provided further that notwithstanding any other provision of this Agreement, O&M Contractor shall not, without the level achieved at prior written consent of Owner, perform any services resulting in Reimbursable Expenses in an amount greater than Twenty-Five Thousand Dollars ($25,000); provided that if, notwithstanding O&M Contractor’s diligent efforts to contact Owner, O&M Contractor is unable to do so, O&M Contractor shall be authorized to perform such services resulting in Reimbursable Expenses in excess of Twenty-Five Thousand Dollars ($25,000) in the Project Substantial Completion Dateevent of an Emergency; (e) O&M Contractor shall respond to information and/or data requests of Owner within forty-eight (48) hours; provided that where the information or data requested will not be available within such time period, O&M Contractor shall respond to Owner in such forty-eight (48) hour period with the date on which such requested information or data shall be available; provided, further, that if any information or data request requires O&M Contractor to obtain or compile data from sources other than those routinely used in the performance of the services under this Agreement (including the extraction of data embedded in such sources that is not readily available), or to prepare analyses of the relevant information or data, the reasonable cost for O&M Contractor to perform such services shall constitute a Reimbursable Expense so long as O&M Contractor notifies Owner that the request involves work outside its scope of services and receives Owner’s preapproval in accordance with Section 7.2.

General Operating Standards. (a) O&M Contractor has read and understands the requirements of all Project Agreements provided to it by Owner and shall comply with the material requirements thereof in providing the Services, including the delivery of any required notices and obtaining any required consents applicable to any of the Services. (b) Subject to Section 6.3, O&M Contractor shall perform the Services in accordance with Applicable Law, the Permits, Prudent Industry Practice, Energy Storage 1 Note to O&M Contractor: Please provide quotes for 2-, 3-, 4-, and 5-contract year terms for ETI’s consideration. Industry Standards, the terms of all the Project Hardware Warranties, the BOT Warranty, the Project Agreements, the O&M Manuals, the Annual Operating Plan, all applicable requirements of O&M Contractor’s insurance policies in respect of the Services, and all other requirements of this Agreement, including the Exhibits hereto. Should the rules, standards or guidelines derived from the foregoing sources be inconsistent in any regard, O&M Contractor shall consult with Owner for direction, but in the interim shall follow the most stringent of such inconsistent standards. Without limiting the foregoing, O&M Contractor shall use commercially reasonable efforts to maximize net profit, energy production, and Project efficiency; to optimize the useful life of the Project; to utilize O&M Contractor’s personnel in the performance of the Services; and to minimize Project downtime and T&M Costs, including by scheduling outages during non-daylight hours and working evenings to return the Project to service to limit downtime during daylight hours. While performing any Services under this Agreement, O&M Contractor will comply with all terms and requirements applicable to the operation, maintenance and monitoring of the Project as specified (i) in the Project Hardware Warranties and the BOT Warranty, and shall not take or fail to take any action that could release, void or waive any Project Hardware Warranty or the BOT Warranty, and (ii) in the written instructions of the original equipment manufacturers or vendors with respect to equipment supplied by them included in the Project. O&M Contractor shall coordinate with the original equipment manufacturers who supplied the components for the Project to obtain any technical information letters, bulletins, or other maintenance requirements developed or provided by such original equipment manufacturers during the Term, and O&M Contractor shall incorporate the recommendations in such technical information letters, bulletins and other maintenance requirements into the Services. (c) O&M Contractor acknowledges that the major policies and business decisions concerning the Project, including those listed below, shall be established by Owner. The day-to-day management of the Project shall be the responsibility of O&M Contractor as further described in Exhibit A; provided that O&M Contractor shall not be responsible for the scheduling of energy or other dispatch of the Project. O&M Contractor shall obtain Owner’s permission before engaging in activities with respect to the Project that are not within the scope of Exhibit A or required by Emergency (subject to Section 4.5). O&M Contractor shall not, under any circumstances, unless otherwise directed by Owner, undertake any of the following actions: (i) subject to Section 5.3, cause the creation or assumption by Owner of any indebtedness for borrowed money, or cause any mortgage, lien, security interest or encumbrance on any assets or properties of the Project; (ii) cause Owner to act as surety, ▇▇▇▇▇ guaranties or incur similar liabilities on behalf of third parties, directly or indirectly, whether for borrowed money or otherwise; (iii) cause the conveyance, modification, sale or other disposition of any part of the Project; or (iv) negatively change the capacity characteristics of the Project from the level achieved at the Project Substantial Completion Date.