Common use of COST PAYMENTS Clause in Contracts

COST PAYMENTS. 11.1 Prior to the start of construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES, PRODUCER shall pay to NIAGARA MOHAWK from time to time an amount equal to the reimbursable costs incurred by NIAGARA MOHAWK in connection with the design of such INTERCONNECTION FACILITY and SYSTEM FACILITIES as set forth in itemized invoices provided by NIAGARA MOHAWK detailing such reimbursable costs. Prior to the start of construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES and as soon as reasonably practicable, PRODUCER and NIAGARA MOHAWK shall agree upon a schedule of payments by PRODUCER to NIAGARA MOHAWK for reimbursable costs to be incurred by NIAGARA MOHAWK in connection with the construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES, which schedule of payments shall be based upon the current estimate of such costs included in Schedule B hereto less reimbursable costs actually paid by PRODUCER to NIAGARA MOHAWK in connection with the design of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES. Such schedule of payments may be modified upon the agreement of each of the parties to reflect the actual costs incurred by NIAGARA MOHAWK. NIAGARA MOHAWK shall review actual charges on a regular basis and invoice PRODUCER accordingly if additional funds are required to pay reimbursable costs (as defined in Section 11.2). At the completion of construction, should the actual out-of-pocket costs incurred by NIAGARA MOHAWK be less than the amount paid to NIAGARA MOHAWK by PRODUCER, NIAGARA MOHAWK shall reimburse PRODUCER accordingly. NIAGARA MOHAWK shall provide itemized invoices detailing all reimbursable costs against PRODUCER’S payments at the time of final billing. PRODUCER agrees to pay all invoices within thirty (30) days from date of the invoice. In accordance with NIAGARA MOHAWK POWER CORPORATION’S P.S.C. 207. Electricity, if any invoice remains unpaid thirty (30) days from the invoice date, NIAGARA MOHAWK shall apply to the unpaid balance, and PRODUCER shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law. If any invoice remains unpaid for sixty (60) days, NIAGARA MOHAWK shall have no further obligation to perform under this AGREEMENT until all outstanding sums, including interest, have been paid in full. 11.2 Reimbursable costs shall mean the following: (A) All reasonable NIAGARA MOHAWK out-of-pocket costs and expenses associated with the acquisition, inspection, design review, engineering, survey, project management and coordination, testing of electrical equipment and installation and testing of EMS- RTU and metering equipment, development of energization procedure, construction, environmental and regulatory permitting and licensing of, taxes as provided for in Article 12 and transfer of title and interest to, the INTERCONNECTION FACILITY, and any new or replaced facility as provided under Articles 7 and 8 for which PRODUCER is responsible hereunder, upon transfer of title and interest to NIAGARA MOHAWK. (B) All reasonable NIAGARA MOHAWK out-of-pocket costs in connection with any INTERCONNECTION STUDIES for which PRODUCER is responsible hereunder. (C) All reasonable NIAGARA MOHAWK out-of-pocket costs and expenses of acquiring, designing, engineering, constructing, financing, taxes as provided for in Article 12, environmental permitting, and licensing any SYSTEM FACILITIES, or any new or replaced facilities for which PRODUCER is responsible hereunder. (D) All reasonable out-of-pocket legal fees, costs, liabilities, judgments, fines and other sanctions or penalties arising out of NIAGARA MOHAWK’s exercise of its eminent domain authority, except to the extent arising out of the gross negligence or intentional acts or omissions of NIAGARA MOHAWK. (E) Any transmission related out-of-pocket cost or expense determined by a regulatory body having jurisdiction to be properly allocable to PRODUCER, in whole or in part. (F) All other reasonable out-of-pocket costs NIAGARA MOHAWK incurs in carrying out any responsibilities under this AGREEMENT, including the following services: engineering services, legal services, contract administration, rights-of-way acquisition, and environmental service and studies except for costs for which NIAGARA MOHAWK is responsible in accordance with the provisions of this AGREEMENT. 11.3 NIAGARA MOHAWK shall not be responsible or liable for any losses or damages resulting from any delays in PRODUCER’s completion of construction according to schedule, or PRODUCER’s failure to meet the COMMERCIAL OPERATION DATE, or PRODUCER’s failure to pay or delay in paying NIAGARA MOHAWK all costs invoiced hereunder except to the extent that any such delays are the result of the gross negligence or intentional acts or omissions of NIAGARA MOHAWK. 11.4 Payment of amounts due for the operation, maintenance, reconstruction or relocation of the INTERCONNECTION FACILITY during the term of this AGREEMENT shall be made in accordance with the provisions of this Article. 11.5 NIAGARA MOHAWK shall be solely responsible for the operation, maintenance and repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES. The INTERCONNECTION FACILITY and the SYSTEM FACILITIES shall at all times be operated, maintained and repaired in accordance with GOOD UTILITY PRACTICES (as defined in the Transmission Services Agreement) and NIAGARA MOHAWK’S own standards and procedures. Except as provided in Section 12.1(b), as full compensation to NIAGARA MOHAWK for its ownership, operation, maintenance and repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES for the entire term of this AGREEMENT, PRODUCER hereby agrees to pay to NIAGARA MOHAWK an aggregate amount equal to $8,950,000 (hereinafter, the “OPERATION AND MAINTENANCE FEE”). The OPERATION AND MAINTENANCE FEE shall be in lieu of any other payments or compensation to NIAGARA MOHAWK in respect of its ownership, operation, maintenance or repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES (other than payments for electric transmission service to be rendered in accordance with Article 5 of the Transmission Services Agreement). The OPERATION AND MAINTENANCE FEE shall be payable in three installments. The first installment shall be in an amount equal to $4,300,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of receipt of written confirmation from NIAGARA MOHAWK that the construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES is complete. The second installment shall also be in an amount equal to $1,550,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of receipt of written acknowledgment from NIAGARA MOHAWK that the PLANT has been synchronized with the NIAGARA MOHAWK transmission system. The third installment shall be in an amount equal to $3,100,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of the COMMERCIAL OPERATION DATE. Furthermore, PRODUCER shall indemnify, defend and hold harmless NIAGARA MOHAWK for any and all claims, suits, liabilities or damages (including reasonable attorney’s fees) arising from NIAGARA MOHAWK’s obligations under this Agreement, except to the extent said claims, suits, liabilities or damages are caused in whole or in part by the gross negligence or intentional acts or omissions of NIAGARA MOHAWK.

COST PAYMENTS. 11.1 Prior to the start of construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES, PRODUCER shall pay to NIAGARA MOHAWK from time to time an amount equal to the reimbursable costs incurred by NIAGARA MOHAWK in connection with the design of such INTERCONNECTION FACILITY and SYSTEM FACILITIES as set forth in itemized invoices provided by NIAGARA MOHAWK detailing such reimbursable costs. Prior to the start of construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES and as soon as reasonably practicable, PRODUCER and NIAGARA MOHAWK shall agree upon a schedule of payments by PRODUCER to NIAGARA MOHAWK for reimbursable costs to be incurred by NIAGARA MOHAWK in connection with Issued by: Xxxxx X. Xxxxxxx Effective Date: July 1, 2001 Manager- Transmission and Delivery Services Issued on: June 29, 0000 Xxxxxxx Xxxxxx Power Corporation Substitute Original Sheet No. 24 Rate Schedule FERC No. 189 Superceding Original Sheet No. 24 the construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES, which schedule of payments shall be based upon the current estimate of such costs included in Schedule B hereto less reimbursable costs actually paid by PRODUCER to NIAGARA MOHAWK in connection with the design of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES. Such schedule of payments may be modified upon the agreement of each of the parties to reflect the actual costs incurred by NIAGARA MOHAWK. NIAGARA MOHAWK shall review actual charges on a regular basis and invoice PRODUCER accordingly if additional funds are required to pay reimbursable costs (as defined in Section 11.2). At the completion of construction, should the actual out-of-pocket costs incurred by NIAGARA MOHAWK be less than the amount paid to NIAGARA MOHAWK by PRODUCER, NIAGARA MOHAWK shall reimburse PRODUCER accordingly. NIAGARA MOHAWK shall provide itemized invoices detailing all reimbursable costs against PRODUCER’S 'S payments at the time of final billing. PRODUCER agrees to pay all invoices within thirty (30) days from date of the invoice. In accordance with NIAGARA MOHAWK POWER CORPORATION’S 'S P.S.C. 207. Electricity, if any invoice remains unpaid thirty (30) days from the invoice date, NIAGARA MOHAWK shall apply to the unpaid balance, and PRODUCER shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law. If any invoice remains unpaid for sixty (60) days, NIAGARA MOHAWK shall have no further obligation to perform under this AGREEMENT until all outstanding sums, including interest, have been paid in full. 11.2 Reimbursable costs shall mean the following: (A) All reasonable NIAGARA MOHAWK out-of-pocket costs and expenses associated with the acquisition, inspection, design review, engineering, survey, project management and coordination, testing of electrical equipment and installation and testing of EMS- RTU and metering equipment, development of energization procedure, construction, environmental and regulatory permitting and licensing of, taxes as provided for in Article 12 and transfer of title and interest to, the INTERCONNECTION FACILITY, and any new or replaced facility as provided under Articles 7 and 8 for which PRODUCER is responsible hereunder, upon transfer of title and interest to NIAGARA MOHAWK. (B) All reasonable NIAGARA MOHAWK out-of-pocket costs in connection with any INTERCONNECTION STUDIES for which PRODUCER is responsible hereunder. (C) All reasonable NIAGARA MOHAWK out-of-pocket costs and expenses of acquiring, designing, engineering, constructing, financing, taxes as provided for in Article 12, environmental permitting, and licensing any SYSTEM FACILITIES, or any new or replaced facilities for which PRODUCER is responsible hereunder. (D) All reasonable out-of-pocket legal fees, costs, liabilities, judgments, fines and other sanctions or penalties arising out of NIAGARA MOHAWK’s exercise of its eminent domain authority, except to the extent arising out of the gross negligence or intentional acts or omissions of NIAGARA MOHAWK. (E) Any transmission related out-of-pocket cost or expense determined by a regulatory body having jurisdiction to be properly allocable to PRODUCER, in whole or in part. (F) All other reasonable out-of-pocket costs NIAGARA MOHAWK incurs in carrying out any responsibilities under this AGREEMENT, including the following services: engineering services, legal services, contract administration, rights-of-way acquisition, and environmental service and studies except for costs for which NIAGARA MOHAWK is responsible in accordance with the provisions of this AGREEMENT. 11.3 NIAGARA MOHAWK shall not be responsible or liable for any losses or damages resulting from any delays in PRODUCER’s completion of construction according to schedule, or PRODUCER’s failure to meet the COMMERCIAL OPERATION DATE, or PRODUCER’s failure to pay or delay in paying NIAGARA MOHAWK all costs invoiced hereunder except to the extent that any such delays are the result of the gross negligence or intentional acts or omissions of NIAGARA MOHAWK. 11.4 Payment of amounts due for the operation, maintenance, reconstruction or relocation of the INTERCONNECTION FACILITY during the term of this AGREEMENT shall be made in accordance with the provisions of this Article. 11.5 NIAGARA MOHAWK shall be solely responsible for the operation, maintenance and repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES. The INTERCONNECTION FACILITY and the SYSTEM FACILITIES shall at all times be operated, maintained and repaired in accordance with GOOD UTILITY PRACTICES (as defined in the Transmission Services Agreement) and NIAGARA MOHAWK’S own standards and procedures. Except as provided in Section 12.1(b), as full compensation to NIAGARA MOHAWK for its ownership, operation, maintenance and repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES for the entire term of this AGREEMENT, PRODUCER hereby agrees to pay to NIAGARA MOHAWK an aggregate amount equal to $8,950,000 (hereinafter, the “OPERATION AND MAINTENANCE FEE”). The OPERATION AND MAINTENANCE FEE shall be in lieu of any other payments or compensation to NIAGARA MOHAWK in respect of its ownership, operation, maintenance or repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES (other than payments for electric transmission service to be rendered in accordance with Article 5 of the Transmission Services Agreement). The OPERATION AND MAINTENANCE FEE shall be payable in three installments. The first installment shall be in an amount equal to $4,300,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of receipt of written confirmation from NIAGARA MOHAWK that the construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES is complete. The second installment shall also be in an amount equal to $1,550,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of receipt of written acknowledgment from NIAGARA MOHAWK that the PLANT has been synchronized with the NIAGARA MOHAWK transmission system. The third installment shall be in an amount equal to $3,100,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of the COMMERCIAL OPERATION DATE. Furthermore, PRODUCER shall indemnify, defend and hold harmless NIAGARA MOHAWK for any and all claims, suits, liabilities or damages (including reasonable attorney’s fees) arising from NIAGARA MOHAWK’s obligations under this Agreement, except to the extent said claims, suits, liabilities or damages are caused in whole or in part by the gross negligence or intentional acts or omissions of NIAGARA MOHAWK.,

COST PAYMENTS. 11.1 Prior 1Prior to the start of construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES, PRODUCER shall pay to NIAGARA MOHAWK from time to time an amount equal to the reimbursable costs incurred by NIAGARA MOHAWK in connection with the design of such INTERCONNECTION FACILITY and SYSTEM FACILITIES as set forth in itemized invoices provided by NIAGARA MOHAWK detailing such reimbursable costs. Prior to the start of construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES and as soon as reasonably practicable, PRODUCER and NIAGARA MOHAWK shall agree upon a schedule of payments by PRODUCER to NIAGARA MOHAWK for reimbursable costs to be incurred by NIAGARA MOHAWK in connection with the construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES, which schedule of payments shall be based upon the current estimate of such costs included in Schedule B hereto less reimbursable costs actually paid by PRODUCER to NIAGARA MOHAWK in connection with the design of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES. Such schedule of payments may be modified upon the agreement of each of the parties to reflect the actual costs incurred by NIAGARA MOHAWK. NIAGARA MOHAWK shall review actual charges on a regular basis and invoice PRODUCER accordingly if additional funds are required to pay reimbursable costs (as defined in Section 11.2). At the completion of construction, should the actual out-of-pocket costs incurred by NIAGARA MOHAWK be less than the amount paid to NIAGARA MOHAWK by PRODUCER, NIAGARA MOHAWK shall reimburse PRODUCER accordingly. NIAGARA MOHAWK shall provide itemized invoices detailing all reimbursable costs against PRODUCER’S payments at the time of final billing. PRODUCER agrees to pay all invoices within thirty (30) days from date of the invoice. In accordance with NIAGARA MOHAWK POWER CORPORATION’S P.S.C. 207. Electricity, if any invoice remains unpaid thirty (30) days from the invoice date, NIAGARA MOHAWK shall apply to the unpaid balance, and PRODUCER shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law. If any invoice remains unpaid for sixty (60) days, NIAGARA MOHAWK shall have no further obligation to perform under this AGREEMENT until all outstanding sums, including interest, have been paid in full. 11.2 Reimbursable costs shall mean the following: (A) All reasonable NIAGARA MOHAWK out-of-pocket costs and expenses associated with the acquisition, inspection, design review, engineering, survey, project management and coordination, testing of electrical equipment and installation and testing of EMS- RTU and metering equipment, development of energization procedure, construction, environmental and regulatory permitting and licensing of, taxes as provided for in Article 12 and transfer of title and interest to, the INTERCONNECTION FACILITY, and any new or replaced facility as provided under Articles 7 and 8 for which PRODUCER is responsible hereunder, upon transfer of title and interest to NIAGARA MOHAWK. (B) All reasonable NIAGARA MOHAWK out-of-pocket costs in connection with any INTERCONNECTION STUDIES for which PRODUCER is responsible hereunder. (C) All reasonable NIAGARA MOHAWK out-of-pocket costs and expenses of acquiring, designing, engineering, constructing, financing, taxes as provided for in Article 12, environmental permitting, and licensing any SYSTEM FACILITIES, or any new or replaced facilities for which PRODUCER is responsible hereunder. (D) All reasonable out-of-pocket legal fees, costs, liabilities, judgments, fines and other sanctions or penalties arising out of NIAGARA MOHAWK’s exercise of its eminent domain authority, except to the extent arising out of the gross negligence or intentional acts or omissions of NIAGARA MOHAWK. (E) Any transmission related out-of-pocket cost or expense determined by a regulatory body having jurisdiction to be properly allocable to PRODUCER, in whole or in part. (F) All other reasonable out-of-pocket costs NIAGARA MOHAWK incurs in carrying out any responsibilities under this AGREEMENT, including the following services: engineering services, legal services, contract administration, rights-of-way acquisition, and environmental service and studies except for costs for which NIAGARA MOHAWK is responsible in accordance with the provisions of this AGREEMENT. 11.3 NIAGARA MOHAWK shall not be responsible or liable for any losses or damages resulting from any delays in PRODUCER’s completion of construction according to schedule, or PRODUCER’s failure to meet the COMMERCIAL OPERATION DATE, or PRODUCER’s failure to pay or delay in paying NIAGARA MOHAWK all costs invoiced hereunder except to the extent that any such delays are the result of the gross negligence or intentional acts or omissions of NIAGARA MOHAWK. 11.4 Payment of amounts due for the operation, maintenance, reconstruction or relocation of the INTERCONNECTION FACILITY during the term of this AGREEMENT shall be made in accordance with the provisions of this Article. 11.5 NIAGARA MOHAWK shall be solely responsible for the operation, maintenance and repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES. The INTERCONNECTION FACILITY and the SYSTEM FACILITIES shall at all times be operated, maintained and repaired in accordance with GOOD UTILITY PRACTICES (as defined in the Transmission Services Agreement) and NIAGARA MOHAWK’S own standards and procedures. Except as provided in Section 12.1(b), as full compensation to NIAGARA MOHAWK for its ownership, operation, maintenance and repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES for the entire term of this AGREEMENT, PRODUCER hereby agrees to pay to NIAGARA MOHAWK an aggregate amount equal to $8,950,000 (hereinafter, the “OPERATION AND MAINTENANCE FEE”). The OPERATION AND MAINTENANCE FEE shall be in lieu of any other payments or compensation to NIAGARA MOHAWK in respect of its ownership, operation, maintenance or repair of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES (other than payments for electric transmission service to be rendered in accordance with Article 5 of the Transmission Services Agreement). The OPERATION AND MAINTENANCE FEE shall be payable in three installments. The first installment shall be in an amount equal to $4,300,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of receipt of written confirmation from NIAGARA MOHAWK that the construction of the INTERCONNECTION FACILITY and the SYSTEM FACILITIES is complete. The second installment shall also be in an amount equal to $1,550,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of receipt of written acknowledgment from NIAGARA MOHAWK that the PLANT has been synchronized with the NIAGARA MOHAWK transmission system. The third installment shall be in an amount equal to $3,100,000 and shall be payable by PRODUCER to NIAGARA MOHAWK within thirty days of the COMMERCIAL OPERATION DATE. Furthermore, PRODUCER shall indemnify, defend and hold harmless NIAGARA MOHAWK for any and all claims, suits, liabilities or damages (including reasonable attorney’s fees) arising from NIAGARA MOHAWK’s obligations under this Agreement, except to the extent said claims, suits, liabilities or damages are caused in whole or in part by the gross negligence or intentional acts or omissions of NIAGARA MOHAWK.