Capital Upgrades. (a) At any time during the Term, an Owner (“Electing Owner”) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owner’s ownership, use or enjoyment of its Ownership Interest of the Transmission Facilities (and associated Capacity Share) as contemplated in this Agreement. An Electing Owner shall provide the other Owner no less than sixty (60) days’ prior written notice of its election, together with reasonable details about the proposed upgrade or improvement (each, a “Capital Upgrade Notice”). Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities. (i) If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (C) any change in each Owner’s Ownership Interest; (D) each Owner’s share of the costs of such upgrade or improvement; (E) any change in the Monthly Transmission Facilities O&M Charge; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto (the “Amendment”); provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIII. Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIII. (ii) If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade or improvement, provided that the Electing Owner shall coordinate with the Operator on the final scope of the capital upgrade or improvement. (b) The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations. The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIII, for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners’ Ownership Interests and Capacity Shares shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b) shall be Transmission Facilities for purposes of this Agreement. (c) The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii), and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations. The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, (i) the Owners’ Ownership Interests shall be adjusted, if at all, in accordance with Exhibit C, (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a). In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (B) any change in the Monthly Transmission Facilities O&M Charge; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto; provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIII. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(c) shall not be Transmission Facilities for purposes of this Agreement. (d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 shall not apply to capital upgrades or improvements made by the Operator pursuant to Section 6.01(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.01. (e) Each Owner shall provide the Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to the Transmission Facilities. If capital upgrades or improvements are required in accordance with such Owner’s OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a) and Section 7.01(b). (f) The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04. The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jxx Xxxxxxx power plant currently scheduled for April, 2011. The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f). The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners’ Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge. For purposes of this Section 7.01(f), “Tap Line Upgrades” means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hxxxxxxxx Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.
Appears in 2 contracts
Samples: Joint Ownership and Operating Agreement (Idacorp Inc), Joint Purchase and Sale Agreement (Idacorp Inc)
Capital Upgrades. (a) At any time during the Term, an Owner (“Electing Owner”) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the any Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owner’s ownership, use or enjoyment of its Ownership Interest of the Interest(s)in such Transmission Facilities (and associated Directional Capacity ShareAllocation Percentage(s) and Directional Capacity Allocation(s)) as contemplated in this Agreement. An Electing Owner shall provide the other Owner no less than sixty (60) days’ prior written notice of its election, together with reasonable details about the proposed upgrade or improvement to the Transmission Facilities (each, a “Capital Upgrade Notice”). Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.
(i) If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the A)the final scope of the capital upgrade or improvement; (B) the B)the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Directional Capacity SharesAllocation Percentage(s) and Directional Capacity Allocation(s)which shall be determined in accordance with Section 3.3; (C) any change in each Owner’s Ownership InterestInterest with respect to such Transmission Facilities and any applicable Substation O&M Allocation which shall be determined in accordance with Section 3.3; (D) each Owner’s share of the costs of such upgrade or improvementimprovement (which shall be based on the Owners’ respective Ownership Interests in the Transmission Facilities); (E) any change in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, or the Monthly Common Equipment Charge, if any; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto heretowhich shall be effective as set forth in Section 6.1(b) (the “Amendment”); provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIIIXVII. Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a6.1(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIIIXVII.
(ii) If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade or improvement, provided that the Electing Owner shall coordinate with the Operator responsible for the applicable Transmission Facilities on the final scope of the capital upgrade or improvement.
(b) The applicable Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i6.1(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIIIXVII, and otherwise in accordance with Good Utility Practice and applicable Practice, Governmental Requirements and Governmental Authorizations. The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIIIXVII, for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners’ Ownership Interests Interests,Directional Capacity Allocation Percentages and Directional Capacity Shares Allocations in respect of such Transmission Facilities any applicable Substation O&M Allocation shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIIIXVII, and the Owners shall memorialize any revised Ownership Interests Interests,Directional Capacity Allocation Percentages,Directional Capacity Allocationsand applicable Substation O&M Allocation in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b6.1(b) shall be Transmission Facilities for purposes of this Agreement.
(c) The applicable Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii6.1(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii6.1(a)(ii), and otherwise in accordance with Good Utility Practice and applicable Practice, Governmental Requirements and Governmental Authorizations. The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, : (i) the Owners’ Ownership Interests Interests, Directional Capacity Allocation Percentages and Directional Capacity Allocations in respect of such Transmission Facilities and any applicable Substation O&M Allocation shall be adjusted, if at all, in accordance with Exhibit C, Section 3.3; and (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a6.1(a). In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Directional Capacity SharesAllocation Percentages and Directional Capacity Allocationswhich shall be determined in accordance with Section 3.3; (B) any change in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, or the Monthly Common Equipment Charge, if any; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits heretoheretowhich shall be effective as of the date of successful commissioning of such upgrade or improvement; provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIIIXVII. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(c6.1(c) shall not be Transmission Facilities for purposes of this Agreement.
(d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 6.1 shall not apply to capital upgrades or improvements made by the an Operator pursuant to Section 6.01(c6.1(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.015.1(d).
(e) Each Owner shall provide the applicable Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to any of the Transmission Facilities. If capital upgrades or improvements are required in accordance with such Owner’s OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a6.1(a) and Section 7.01(b6.1(b).
(f) The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04. The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jxx Xxxxxxx power plant currently scheduled for April, 2011. The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f). The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners’ Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge. For purposes of this Section 7.01(f), “Tap Line Upgrades” means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hxxxxxxxx Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.
Appears in 1 contract
Capital Upgrades. (a) At any time during the Term, an Owner (“Electing Owner”) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owner’s ownership, use or enjoyment of its Ownership Interest of the Transmission Facilities (and associated Capacity Share) as contemplated in this Agreement. An Electing Owner shall provide the other Owner no less than sixty (60) days’ prior written notice of its election, together with reasonable details about the proposed upgrade or improvement (each, a “Capital Upgrade Notice”). Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.
(i) If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (C) any change in each Owner’s Ownership Interest; (D) each Owner’s share of the costs of such upgrade or improvement; (E) any change in the Monthly Transmission Facilities O&M Charge; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto (the “Amendment”); provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIII. Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIII.
(ii) If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade or improvement, provided that the Electing Owner shall coordinate with the Operator on the final scope of the capital upgrade or improvement.
(b) The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations. The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIII, for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners’ Ownership Interests and Capacity Shares shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b) shall be Transmission Facilities for purposes of this Agreement.
(c) The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii), and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations. The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, (i) the Owners’ Ownership Interests shall be adjusted, if at all, in accordance with Exhibit C, (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a). In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (B) any change in the Monthly Transmission Facilities O&M Charge; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto; provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIII. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(c) shall not be Transmission Facilities for purposes of this Agreement.
(d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 shall not apply to capital upgrades or improvements made by the Operator pursuant to Section 6.01(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.01.
(e) Each Owner shall provide the Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to the Transmission Facilities. If capital upgrades or improvements are required in accordance with such Owner’s OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a) and Section 7.01(b).
(f) The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04. The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jxx Xxxxxxx power plant currently scheduled for April, 2011. The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f). The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners’ Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge. For purposes of this Section 7.01(f), “Tap Line Upgrades” means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hxxxxxxxx Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.
Appears in 1 contract
Samples: Joint Ownership and Operating Agreement (Idacorp Inc)
Capital Upgrades. (a) At any time during the Term, an Owner (“Electing Owner”) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the any Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owner’s ownership, use or enjoyment of its Ownership Interest of the Interest(s) in such Transmission Facilities (and associated Directional Capacity ShareAllocation Percentage(s) and Directional Capacity Allocation(s)) as contemplated in this Agreement. An Electing Owner shall provide the other Owner no less than sixty (60) days’ prior written notice of its election, together with reasonable details about the proposed upgrade or improvement to the Transmission Facilities (each, a “Capital Upgrade Notice”). Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.
(i) If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Directional Capacity SharesAllocation Percentage(s) and Directional Capacity Allocation(s) which shall be determined in accordance with Section 3.3; (C) any change in each Owner’s Ownership InterestInterest with respect to such Transmission Facilities and any applicable Substation O&M Allocation which shall be determined in accordance with Section 3.3; (D) each Owner’s share of the costs of such upgrade or improvementimprovement (which shall be based on the Owners’ respective Ownership Interests in the Transmission Facilities); (E) any change in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, or the Monthly Common Equipment Charge, if any; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto which shall be effective as set forth in Section 6.1(b) (the “Amendment”); provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIIIXVII. Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a6.1(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIIIXVII.
(ii) If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade or improvement, provided that the Electing Owner shall coordinate with the Operator responsible for the applicable Transmission Facilities on the final scope of the capital upgrade or improvement.
(b) The applicable Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i6.1(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIIIXVII, and otherwise in accordance with Good Utility Practice and applicable Practice, Governmental Requirements and Governmental Authorizations. The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIIIXVII, for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners’ Ownership Interests Interests, Directional Capacity Allocation Percentages and Directional Capacity Shares Allocations in respect of such Transmission Facilities any applicable Substation O&M Allocation shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIIIXVII, and the Owners shall memorialize any revised Ownership Interests Interests, Directional Capacity Allocation Percentages, Directional Capacity Allocations and applicable Substation O&M Allocation in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b6.1(b) shall be Transmission Facilities for purposes of this Agreement.
(c) The applicable Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii6.1(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii6.1(a)(ii), and otherwise in accordance with Good Utility Practice and applicable Practice, Governmental Requirements and Governmental Authorizations. The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, : (i) the Owners’ Ownership Interests Interests, Directional Capacity Allocation Percentages and Directional Capacity Allocations in respect of such Transmission Facilities and any applicable Substation O&M Allocation shall be adjusted, if at all, in accordance with Exhibit C, Section 3.3; and (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a6.1(a). In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Directional Capacity SharesAllocation Percentages and Directional Capacity Allocations which shall be determined in accordance with Section 3.3; (B) any change in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, or the Monthly Common Equipment Charge, if any; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits heretohereto which shall be effective as of the date of successful commissioning of such upgrade or improvement; provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIIIXVII. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(c6.1(c) shall not be Transmission Facilities for purposes of this Agreement.
(d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 6.1 shall not apply to capital upgrades or improvements made by the an Operator pursuant to Section 6.01(c6.1(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.015.1(d).
(e) Each Owner shall provide the applicable Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to any of the Transmission Facilities. If capital upgrades or improvements are required in accordance with such Owner’s OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a6.1(a) and Section 7.01(b6.1(b).
(f) The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04. The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jxx Xxxxxxx power plant currently scheduled for April, 2011. The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f). The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners’ Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge. For purposes of this Section 7.01(f), “Tap Line Upgrades” means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hxxxxxxxx Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.
Appears in 1 contract
Samples: Joint Ownership and Operating Agreement (Idaho Power Co)
