Coordination of Maintenance. Notwithstanding any other provision of this Agreement to the contrary, Seller shall provide to Buyer, on or before September 1st of each year during the term of this Agreement, a five-year schedule of maintenance outages for the Plant, which schedule shall provide (a) the duration of each outage and (b) the extent to which said maintenance outage(s) for the first year of said schedule may be rescheduled by Buyer, either earlier or later. Should the extent to which said maintenance outage can be rescheduled, either earlier or later, be equal to or less than one and one-half (1/1/2) months, Seller shall provide all documentation and information reasonably requested by Buyer supporting Seller's inability to reschedule the maintenance outage more than one and one-half (1/1/2) months. Seller shall schedule and coordinate these planned outages with Buyer and shall use reasonable efforts to conduct all deferable maintenance during Buyer's off-peak periods, which shall be defined as (a) those periods other than 7:00 am to 10:00 pm, Monday through Friday, and (b) the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Subject to the limitations in rescheduling as specified by Seller in accordance with the above paragraph, Buyer shall have the right to modify the first-year of the five-year schedule of maintenance outages submitted by Seller, without compensation to Seller, by providing written notice to Seller no later than sixty (60) days prior to the earlier of (a) the date the outage is being rescheduled by Buyer to commence, and (b) the date the outage was scheduled by Seller to commence. If Buyer provides less than sixty (60) days' written notice to Seller of its intent to modify Seller's maintenance schedule, Buyer shall compensate Seller for any incremental charges reasonably incurred by Seller under its fuel supply agreements and for Seller's other reasonably incurred incremental costs; provided, however, that Seller shall provide to Buyer, by facsimile transmission, a statement detailing these incremental charges within two (2) business days of Seller's receipt of Buyer's written notice. Seller's failure to provide this statement timely shall be deemed as an acceptance by Seller of Buyer's direction to modify the maintenance schedule without compensation from Buyer. Buyer shall have the right to rescind the notice to Seller within two (2) business days of Buyer's receipt of Seller's statement of incremental charges. In no event shall Seller be required to take any action to implement a revision to the maintenance schedule until Buyer's right to rescind has expired. Seller may modify its schedule of planned outages at any time subject to Buyer's consent, which consent shall not be unreasonably withheld. Seller shall provide to Buyer in writing the expected duration of a forced outage within forty-eight (48) hours after the start of the outage.
Appears in 1 contract
Samples: Power Purchase Agreement (New York State Electric & Gas Corp)
Coordination of Maintenance. Notwithstanding any other provision of this Agreement to the contrary, Seller shall provide to Buyer, on or before September 1st of each year during the term of this Agreement, a five-year schedule of maintenance outages for the Plant, which schedule shall provide (a) the duration of each outage and (b) the extent to which said maintenance outage(s) for the first year of said schedule may be rescheduled by Buyer, either earlier or later. Should the extent to which said maintenance outage can be rescheduled, either earlier or later, be equal to or less than one and one-half (1/1/2) months, Seller shall provide all documentation and information reasonably requested by Buyer supporting Seller's inability to reschedule the maintenance outage more than one and one-half (1/1/2) months. Seller shall schedule and coordinate these planned outages with Buyer and shall use reasonable efforts to conduct all deferable maintenance during Buyer's off-peak periods, which shall be defined as (a) those periods other than 7:00 am to 10:00 pm, Monday through Friday, and (b) the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Subject to the limitations in rescheduling as specified by Seller in accordance with the above paragraph, Buyer shall have the right to modify the first-year of the five-year schedule of maintenance outages submitted by Seller, without compensation to Seller, by providing written notice to Seller no later than sixty (60) days prior to the earlier of (a) the date the outage is being rescheduled by Buyer to commence, and (b) the date the outage was scheduled by Seller to To commence. If Buyer provides less than sixty (60) days' written notice to Seller of its intent to modify Seller's maintenance schedule, Buyer shall compensate Seller for any incremental charges reasonably incurred by Seller under its fuel supply agreements and for Seller's other reasonably incurred incremental costs; provided, however, that Seller shall provide to Buyer, by facsimile transmission, a statement detailing these incremental charges within two (2) business days of Seller's receipt of Buyer's written notice. Seller's failure to provide this statement timely shall be deemed as an acceptance by Seller of Buyer's direction to modify the maintenance schedule without compensation from Buyer. Buyer shall have the right to rescind the notice to Seller within two (2) business days of Buyer's receipt of Seller's statement of incremental charges. In no event shall Seller be required to take any action to implement a revision to the maintenance schedule until Buyer's right to rescind has expired. , Seller may modify its schedule of planned outages at any time subject to Buyer's consent, which consent shall not be unreasonably withheld. Seller shall provide to Buyer in writing the expected duration of a forced outage within forty-eight (48) hours after the start of the outage.
Appears in 1 contract
Coordination of Maintenance. Notwithstanding any other provision of this Agreement to the contrary, Seller shall provide coordinate with Buyer on maintenance procedures and schedules, and the scheduling of Planned Outages and Maintenance Outages of the Project. A Maintenance Outage, once scheduled, may be cancelled by Seller or deferred by Seller beyond the end of the next Weekend, but if deferred, must occur before the next Planned Outage. The number of Days allowed for Planned Outages and Maintenance Outages are set forth in Appendix 8. Any Planned Outage and Maintenance Outage that exceed the number of Days set forth in Appendix 8 (or as amended pursuant to Buyerthis Section 8.3) shall be deemed to be a Forced Outage, but only for such excess Days. Seller shall submit a plan detailing the Planned Outages for the two coming Calendar Years to Buyer on or before September 1st of the date when such information is due to be submitted to the NYISO prior to each year during Calendar Year (the term of this Agreement, a five-year schedule of maintenance outages for the Plant, which schedule shall provide (a) the duration of each outage and (b) the extent to which said maintenance outage(s“Submission Date”) for the first year of said schedule may be rescheduled by Buyer, either earlier or later. Should the extent to which said maintenance outage can be rescheduled, either earlier or later, be equal to or less than one ’s review and one-half (1/1/2) months, Seller shall provide all documentation and information reasonably requested by Buyer supporting Seller's inability to reschedule the maintenance outage more than one and one-half (1/1/2) months. Seller shall schedule and coordinate these planned outages with Buyer and shall use reasonable efforts to conduct all deferable maintenance during Buyer's off-peak periodsapproval, which shall not be defined as (a) those periods other than 7:00 am to 10:00 pm, Monday through Friday, unreasonably withheld or delayed and (b) the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Subject to the limitations in rescheduling as specified by such approval shall be deemed given unless Seller in accordance with the above paragraph, Buyer shall have the right to modify the first-year of the five-year schedule of maintenance outages submitted by Seller, without compensation to Seller, by providing receives written notice to Seller no later than sixty the contrary within thirty (6030) days prior to the earlier of (a) the date the outage is being rescheduled by Buyer to commence, and (b) the date the outage was scheduled by Seller to commence. If Buyer provides less than sixty (60) days' written notice to Seller Days of its intent to modify Seller's maintenance schedule, Buyer shall compensate Seller for any incremental charges reasonably incurred by Seller under its fuel supply agreements and for Seller's other reasonably incurred incremental costs; provided, however, that Seller shall provide submission to Buyer, by facsimile transmission, a statement detailing these incremental charges within two (2) business days of Seller's receipt of Buyer's written notice. Seller's failure to provide this statement timely shall be deemed as an acceptance by Seller of Buyer's direction to modify the maintenance schedule without compensation from Buyer. Buyer shall have the right to rescind the notice to Seller within two (2) business days of Buyer's receipt of Seller's statement of incremental charges. In no event shall Seller schedule a Planned Outage during the Summer Period. In the event a Planned Outage or Maintenance Outage is commenced and continuing, and circumstances such as a casualty occur that would constitute a Forced Outage of the same portion of the Capacity of the Project but for the existence of such Planned Outage or Maintenance Outage, Seller shall promptly notify Buyer and such Outage shall be required to take any action to implement re-designated as a revision Forced Outage as of the date of the original Planned Outage or Maintenance Outages is first extended to the maintenance schedule until Buyer's right to rescind has expiredmaximum extent permitted in accordance with NYISO Rules and Appendix 8. Seller may modify its shall give Buyer prior written notice of any proposed change in the annual Planned Outage schedule of planned outages at consistent with the NYISO Rules set forth in the Outage Schedule Manual and any time such change shall be subject to Buyer's consent, ’s approval (in consultation with the Connecting Transmission Owner) which consent shall not be unreasonably withheldwithheld or delayed. Seller Except as provided for in Section 8.8, Buyer shall provide not be permitted to Buyer in writing make Dispatch requests for the expected duration of Project or otherwise receive Delivered Energy from the Project during a forced outage within forty-eight (48) hours after the start of the outage.Planned Outage or Maintenance Outage. 43
Appears in 1 contract
Samples: Power Purchase Agreement
Coordination of Maintenance. Notwithstanding any other provision of this Agreement to the contrary, Seller shall provide to Buyer, on or before September 1st of each year during the term of this Agreement, a five-year schedule of maintenance outages for the Plant, which schedule shall provide (a) By September 15 of each year, the Operating Agent shall submit to the Operating Committee, in conjunction with such other maintenance plan submissions required by the Xxxx 0 O&M Agreement and the Unit 2 O&M Agreement, for its review pursuant to Section 3.2(c) scheduled maintenance plans for the following calendar year and for the four calendar years thereafter. The one-year plan shall describe in reasonable detail the contemplated time and duration of each outage maintenance action and (b) shall cross-reference the related budget; the four-year plan need only include the contemplated time and duration of each maintenance action, the maintenance work to be performed and the estimated cost thereof, to the extent reasonably projected, for major maintenance projects. The Operating Committee shall make recommendations concerning the maintenance plans at its last quarterly meeting of the year (which meeting shall be scheduled to which said maintenance outage(s) allow sufficient time for the first year of said schedule may Lessee/Owner Parties to review and evaluate the proposed maintenance schedule, provided, that such meeting shall be rescheduled by Buyerheld no later than November 1). In establishing maintenance schedules for the Common Facilities, either earlier or later. Should the extent to which said maintenance outage can be rescheduled, either earlier or later, be equal to or less than one and one-half (1/1/2) months, Seller shall provide all documentation and information reasonably requested by Buyer supporting Seller's inability to reschedule the maintenance outage more than one and one-half (1/1/2) months. Seller shall schedule and coordinate these planned outages with Buyer and Operating Agent shall use commercially reasonable efforts to conduct all deferable maintenance during Buyer's off-peak periods, which shall be defined as (a) those periods other than 7:00 am to 10:00 pm, Monday through Friday, and (b) the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Subject to the limitations in rescheduling as specified by Seller in accordance coordinate such actions with the above paragraph, Buyer shall have maintenance schedules of Xxxx 0 and Unit 2 and Oak Creek Power Plant and to accommodate the right to modify the first-year preferences of the five-year schedule Lessee/Owner Parties, taking into account the schedules already established for maintenance of maintenance outages submitted by Seller, without compensation to Seller, by providing written notice to Seller no later than sixty (60) days prior to the earlier of (a) the date the outage is being rescheduled by Buyer to commence, and (b) the date the outage was scheduled by Seller to commence. If Buyer provides less than sixty (60) days' written notice to Seller of its intent to modify Seller's maintenance schedule, Buyer shall compensate Seller for any incremental charges reasonably incurred by Seller under its fuel supply agreements and for Seller's their other reasonably incurred incremental costsresources; provided, however, that Seller the Operating Agent shall provide retain the final responsibility for determining maintenance schedules for the Common Facilities. Scheduled maintenance plans may be changed by the Operating Agent from time to Buyertime as deemed appropriate by the Operating Agent, by facsimile transmissionprovided that the Lessee/Owner Parties are simultaneously informed of all such changes on a timely basis, a statement detailing these incremental charges within two (2) business days including being provided as much advance notice as is practicable of Seller's receipt of Buyer's written notice. Seller's failure to provide this statement timely shall be deemed as an acceptance by Seller of Buyer's direction to modify the maintenance schedule without compensation from Buyer. Buyer shall have the right to rescind the notice to Seller within two (2) business days of Buyer's receipt of Seller's statement of incremental charges. In no event shall Seller be required to take any action to implement a revision anticipated changes to the maintenance schedule until Buyer's right schedule, and are provided a reasonable opportunity to rescind has expired. Seller may modify its schedule of planned outages at any time subject to Buyer's consentcomment on such revisions, which consent the Operating Agent shall not consider in good faith. The Operating Agent makes no representation, warranty or promise of any kind as to the accuracy of any estimates or other information contained in any scheduled maintenance plans, other than that they will be unreasonably withheld. Seller shall provide to Buyer prepared in writing accordance with Prudent Utility Practice and the expected duration other requirements of a forced outage within forty-eight (48) hours after the start of the outagethis Agreement.
Appears in 1 contract
