Common use of Transmission Developer and Affected System Operator Clause in Contracts

Transmission Developer and Affected System Operator. NOTICES OF ENVIRONMENTAL RELEASES 29 17.1 Transmission Developer and Affected System Operator 29 ARTICLE 18. INFORMATION ACCESS AND AUDIT RIGHTS 29 18.1 Information Access 29 18.2 Reporting of Non-Force Majeure Events 29 18.3 Audit Rights 30 18.4 Audit Rights Periods 30 18.5 Audit Results 30 ARTICLE 19. SUBCONTRACTORS 31 19.1 General 31 19.2 Responsibility of Principal 31 19.3 No Limitation by Insurance 31 ii SERVICE AGREEMENT NO. 2476 ARTICLE 20. DISPUTES 31 20.1 Submission 31 20.2 External Arbitration Procedures 31 20.3 Arbitration Decisions 32 20.4 Costs 32 20.5 Termination 32 ARTICLE 21. REPRESENTATIONS, WARRANTIES AND COVENANTS 32 21.1 General 32 ARTICLE 22. MISCELLANEOUS 33 22.1 Binding Effect 33 22.2 Conflicts 33 22.3 Rules of Interpretation 33 22.4 Compliance 34 22.5 Joint and Several Obligations 34 22.6 Entire Agreement 34 22.7 No Third Party Beneficiaries 34 22.8 Waiver 35 22.9 Headings 35 22.10 Multiple Counterparts 35 22.11 Amendment 35 22.12 Modification by the Parties 35 22.13 Reservation of Rights 35 22.14 No Partnership 36 22.15 Other Transmission Rights 36 Appendices Appendix A - EPC Services Appendix B - Addresses for Delivery of Notices and ▇▇▇▇▇▇▇▇ SERVICE AGREEMENT NO. 2476 ENGINEERING, PROCUREMENT, CONSTRUCTION, OPERATING, AND MAINTENANCE AGREEMENT THIS ENGINEERING, PROCUREMENT, CONSTRUCTION, OPERATING AND MAINTENANCE AGREEMENT (“Agreement”) is made and entered into this 4th day of October 2019, by and among H.Q. Energy Services (U.S.) Inc., a corporation organized and existing under the laws of the State of Delaware (“Transmission Developer”), the New York Independent System Operator, Inc., a not-for-profit corporation organized and existing under the laws of the State of New York (“NYISO”), and Alcoa Power Generating, Inc., a corporation organized and existing under the laws of the State of Tennessee (“Affected System Operator”). Transmission Developer, the NYISO, or Affected System Operator each may be referred to as a “Party” or collectively referred to as the “Parties.” The terms “Party” and “Parties” as used herein shall not include Niagara Mohawk Power Corporation d/b/a National Grid (“Connecting Transmission Owner”).

Transmission Developer and Affected System Operator. NOTICES OF ENVIRONMENTAL RELEASES 29 17.1 Transmission Developer and Affected System Operator 29 ARTICLE 18. INFORMATION ACCESS AND AUDIT RIGHTS 29 18.1 Information Access 29 18.2 Reporting of Non-Force Majeure Events 29 30 18.3 Audit Rights 30 18.4 Audit Rights Periods 30 18.5 Audit Results 30 31 ARTICLE 19. SUBCONTRACTORS 31 19.1 General 31 19.2 Responsibility of Principal 31 19.3 No Limitation by Insurance 31 ARTICLE 20. DISPUTES 31 ii SERVICE AGREEMENT NO. 2476 ARTICLE 20. DISPUTES 31 20.1 Submission 31 20.2 External Arbitration Procedures 31 32 20.3 Arbitration Decisions 32 20.4 Costs 32 20.5 Termination 32 ARTICLE 21. REPRESENTATIONS, WARRANTIES AND COVENANTS 32 21.1 General 32 ARTICLE 22. MISCELLANEOUS 33 22.1 Binding Effect 33 22.2 Conflicts 33 22.3 Rules of Interpretation 33 34 22.4 Compliance 34 22.5 Joint and Several Obligations 34 22.6 Entire Agreement 34 22.7 No Third Party Beneficiaries 34 35 22.8 Waiver 35 22.9 Headings 35 22.10 Multiple Counterparts 35 22.11 Amendment 35 22.12 Modification by the Parties 35 22.13 Reservation of Rights 35 22.14 No Partnership 36 22.15 Other Transmission Rights 36 Appendices Appendix A - EPC Services Appendix B - Addresses for Delivery of Notices and ▇▇▇▇▇▇▇▇ Appendix C - In-Service Date SERVICE AGREEMENT NO. 2476 AMENDED AND RESTATED ENGINEERING, PROCUREMENT, CONSTRUCTION, OPERATING, AND MAINTENANCE AGREEMENT THIS AMENDED AND RESTATED ENGINEERING, PROCUREMENT, CONSTRUCTION, OPERATING AND MAINTENANCE AGREEMENT (“Agreement”) is made and entered into this 4th 11th day of October 2019February, 2021, by and among H.Q. Energy Services (U.S.) Inc., a corporation organized and existing under the laws of the State of Delaware (“Transmission Developer”), the New York Independent System Operator, Inc., a not-for-profit corporation organized and existing under the laws of the State of New York (“NYISO”), and Alcoa Power Generating, Inc., a corporation organized and existing under the laws of the State of Tennessee (“Affected System Operator”). Transmission Developer, the NYISO, or Affected System Operator each may be referred to as a “Party” or collectively referred to as the “Parties.” The terms “Party” and “Parties” as used herein shall not include Niagara Mohawk Power Corporation d/b/a National Grid (“Connecting Transmission Owner”).