Program Costs a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter.
b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities.
c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof.
d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements.
(i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and
Development Fees 1. To assist the City in meeting expenses resulting from ongoing development, Owner shall pay development fees as follows, as set forth in the Tables below. These amounts are those in effect upon the execution of this Agreement and are subject to the annual Adjustment Factor, as defined herein, implemented each subsequent year on July 1, beginning July 1, 2023. Table A DEVELOPMENT FEES AMOUNT DEVELOPMENT FEES AMOUNT DEVELOPMENT FEES AMOUNT
2. All Table A and Table B Development Fees shall be collected at the time of obtaining a building permit and placed in separate interest bearing accounts established for each of the designated categories (i.e. Police, Fire, Recreation, Public Works and Community Facilities). The City may expend the development funds for any purposes designed to provide
3. Notwithstanding any provision to the contrary contained within this Agreement, the Development Fees are being paid in lieu of any other impact fees, development fees or any other similar fees presently existing or adopted by the City at any time hereafter during the term of this Agreement; provided, however, the Owner and/or Developer(s) shall be subject to the payment of any and all present or future permitting fees enacted by the City that are of City-wide application and that relate to processing applications, development permits, building permits, review of plans, or inspections (but no other capital improvement related impact, development or other extractions).
4. Except as set forth in this Agreement, nothing herein shall be construed as relieving the Owner, Developer, a Secondary Developer, a Builder, or their successors, and assigns, from payment of any such fees or charges as may be assessed by entities other than the City. It is the intent of the parties that the fees and obligations contemplated by this Agreement are the only obligations which will be imposed upon the Property however, the provisions of this paragraph shall not preclude the City or another governmental authority from imposing a fee for services or improvements contemplated under this Agreement which are imposed on a consistent basis throughout the area regulated by such governmental authority imposing such obligations. The City or other governing body shall not be precluded by this Agreement from charging fees for delivery of services to citizens or residents (i.e., an EMS response fee or the like), nor from charging fees statutorily authorized in the future (i.e., a real estate transfer fee or the like) which are not collected as a prerequisite to approval of a plat, plan, or construction. The City shall, at Owner/Developer’s request, together with Owner/Developer, challenge any developer fee, impact fee or other obligation imposed by other governmental authorities to the extent that such fees or obligations are not specifically permitted to be imposed pursuant to the terms of this Agreement.
5. The parties hereto recognize that Jasper County may, now or in the future, impose certain development impact fees upon the Property. The intent hereof is that the Owner shall not be charged in both jurisdictions for the same impact fee (development fee) categories, however, should a dispute arise as to whether Owner/Developer shall pay fees to the County or to the City, the Owner/Developer shall be responsible for settling such dispute with each party. The City shall not offset any development fee contained herein against such fees payable to Jasper County. The same principle shall apply regarding all applicable Development Fee categories hereunder, and any such future agreement shall not be deemed a material amendment or breach hereof. If the City becomes involved in litigation or challenge at the request of the Owner/Developer and/or the City becomes a party to ligitation or challenge at the request of the Owner/Developer, the Owner/Developer shall reimburse the City for all costs associated with such challenge and may be required to make a deposit of such in advance with the City.
6. Any Development Fees paid and/or credits for Development Fees with respect to property conveyed, services performed and/or money paid as provided in this Agreement may be assigned by the Owner and/or Developer(s) owning such credits and all such credits shall remain valid until utilized. The City shall recognize all such written assignments of such rights as long as the City has been given an opportunity to review such assignments for accuracy prior to such assignment and shall credit same against any Development Fees which are owed pursuant to this Agreement.
7. For those units that may qualify for Attainable Housing Reductions, the Owner, or authorized agent, shall pay the Table A City Development Fees upon the issuance of a building permit. At the time a Certificate of Occupancy is granted, the Owner, or authorized agent, will provide to the City a copy of the sales contract. If the base sales price meets the criteria for Attainable Housing as defined herein, then the Owner, or authorized agent, is eligible for reduced Development Fees Upon submittal of a closing statement showing a qualifying base sales price, the City shall calculate the credit amount based upon the reduced amounts identified in Table A-
1. The reduced amount from the year shown on the closing statement shall apply. Owner, or authorized agent, may receive a refund for fees paid in excess or held as a credit for payment for future units. If Owner, or authorized agent, does not submit a request for refund within six (6) months of the closing, that Owner, or authorized agent, will no longer be eligible for the reduced Development Fees. Table B and Table C shall not qualify for Attainable Housing Reductions.
8. The Development Fees set forth in the Fee Chart are based upon 2022 figures. The Development Fee amounts shall be increased annually according to the Adjustment Factor.
9. The City, County, or other governmental entity, may establish, solely or in conjunction with each other, a Tax Increment, fee in lieu of tax (FILOT), Multi-County Business Park, or any other special tax district or financing vehicle authorized by applicable provisions of the Code of Laws of South Carolina (1976), as amended, which does not impose additional ad valorem taxes or assessments against the Project. The establishment by the City, County, or other governmental entity, solely or in conjunction with each other, of a special tax district or financing vehicle authorized by applicable provisions of the Code of Laws of South Carolina (1976), as amended, which increases the assessments within the Property solely, shall require the consent of the Owner or Secondary Developer unless such increase is otherwise expressly permitted pursuant to the terms of this Agreement. It is acknowledged that at the written election of Owner, a Municipal Improvement District may be implemented with the consent of the City for the Project as set forth in this Agreement.
10. Owner agrees to pay the actual costs and reasonable, actual expenses of the City’s consultants and professionals incurred in negotiating, processing and evaluating the Development Agreement, as amended hereby, the PDD, and any other related documents (i.e. Assignments and Estoppel letters) as contemplated and provided for in this Agreement. City will provide sufficient documentation of these charges. Owner shall pay such fees within sixty (60) days of the delivery by City of the invoice(s).
Operation and Maintenance Manuals Receipts for transmittal of Operation and Maintenance Manuals, Brochures and Data to the Design Professional (or Commissioning Agent) as required by Section 6.1.1.5.
Development Costs Licensee shall be responsible for all of its costs and expenses in connection with the Development of, and obtaining and maintaining Regulatory Approvals for, the Licensed Products in the Field in the Territory.
Payment of Project Activities County will reimburse Subrecipient for eligible project-related costs only. Subrecipient shall submit requests for reimbursement to County on a monthly basis beginning on August 1, 2021, and must provide adequate documentation as required by County in accordance with the OC Community Resources Contract Reimbursement Policy, as set forth in Exhibit 1, attached hereto and incorporated herein by reference. In addition, Subrecipient will provide a progress Grantee Performance Report (“GPR Information Form”) for the time period covered, as prescribed by County. Failure to provide any of the required documentation and reporting will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation and reporting has been received and approved by County.
Development Fee A fee for the packaging of a Property or Mortgage, including the negotiation and approval of plans, and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.
Program Monitoring The Contractor will make all records and documents required under this Agreement as outlined here, in OEC Policies and NHECC Policies available to the SRO or its designee, the SR Fiscal Officer or their designee and the OEC. Scheduled monitoring visits will take place twice a year. The SRO and OEC reserve the right to make unannounced visits.
Development of the Project 4.1 TSP's obligations in development of the Project:
a. for procuring and maintaining in full force and effect all Consents, Clearances and Permits, required in accordance with Law for development of the Project;
b. for financing, constructing, owning and commissioning each of the Element of the Project for the scope of work set out in Schedule 1 of this Agreement in accordance with:
i. the Electricity Act and the Rules made thereof;
ii. the Grid Code;
iii. the CEA Regulations applicable, and as amended from time to time, for Transmission Lines and sub-stations: • the Central Electricity Authority (Technical Standards for Connectivity to the Grid) Regulations, 2007; • Central Electricity Authority (Technical Standards for construction of Electrical Plants and Electric Lines) Regulation, 2010; • Central Electricity Authority (Grid Standard) Regulations, 2010; • Central Electricity Authority (Safety requirements for construction, operation and maintenance of Electrical Plants and Electrical Lines) Regulation, 2011; • Central Electricity Authority (Measures relating to Safety and Electricity Supply) Regulation, 2010; • Central Electricity Authority (Technical Standards for Communication System in Power System Operation) Regulations, 2020.
iv. Safety/ security Guidelines laid down by the Government;
v. Prudent Utility Practices, relevant Indian Standards and the Law; not later than the Scheduled COD as per Schedule 2 of this Agreement;
c. for entering into a Connection Agreement with the concerned parties in accordance with the Grid Code.
d. for owning the Project throughout the term of this Agreement free and clear of any encumbrances except those expressly permitted under Article 15 of this Agreement;
e. to co-ordinate and liaise with concerned agencies and provide on a timely basis relevant information with regard to the specifications of the Project that may be required for interconnecting the Project with the Interconnection Facilities;
f. for providing all assistance to the Arbitrators as they may require for the performance of their duties and responsibilities;
g. to provide to the Nodal Agency and CEA, on a monthly basis, progress reports with regard to the Project and its execution (in accordance with prescribed form) to enable the CEA to monitor and co-ordinate the development of the Project matching with the Interconnection Facilities;
h. to comply with Ministry of Power order no. 25-11/6/2018 – PG dated 02.07.2020 as well as other Guidelines issued by Govt. of India pertaining to this;
i. to procure the products associated with the Transmission System as per provisions of Public Procurement (Preference to Make in India) orders issued by Ministry of Power vide orders No. 11/5/2018 - Coord. dated 28.07.2020 for transmission sector, as amended from time to time read with Department for Promotion of Industry and Internal Trade (DPIIT) orders in this regard (Procuring Entity as defined in above orders shall deemed to have included Selected Bidder and/ or TSP). Also, to comply with Department of Expenditure, Ministry of Finance vide Order (Public Procurement No 1) bearing File No. 6/18/2019- PPD dated 23.07.2020, Order (Public Procurement No 2) bearing File No. 6/18/2019-PPD dated 23.07.2020 and Order (Public Procurement No. 3) bearing File No. 6/18/2019-PPD, dated 24.07.2020, as amended from time to time, regarding public procurement from a bidder of a country, which shares land border with India;
j. to submit to Nodal Agency information in the prescribed format [To be devised by Nodal Agency] for ensuring compliance to Article 4.1 i) above.
k. to comply with all its obligations undertaken in this Agreement.
4.2 Roles of the Nodal Agency in implementation of the Project:
4.2.1 Subject to the terms and conditions of this Agreement, the Nodal Agency shall be the holder and administrator of this Agreement and shall inter alia:
a. appoint an Independent Engineer within 90 days of the Effective Date
b. provide letters of recommendation to the concerned Indian Governmental Instrumentality, as may be requested by the TSP from time to time, for obtaining the Consents, Clearances and Permits required for the Project;
c. coordinate among TSP and upstream/downstream entities in respect of Interconnection Facilities; and
d. monitor the implementation of the Agreement and take appropriate action for breach thereof including revocation of guarantees, cancellation of Agreement, blacklisting etc
e. provide all assistance to the Arbitrators as required for the performance of their duties and responsibilities; and
f. perform any other responsibility (ies) as specified in this Agreement.
Operation and Maintenance 17.1 O&M obligations of the Concessionaire
17.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Bus Terminal in accordance with this Agreement either by itself, or through the O&M Contractor and if required, modify, repair or otherwise make improvements to the Bus Terminal to comply with the provisions of this Agreement, Applicable Laws and Applicable Permits, and conform to Specifications and Standards and Good Industry Practice. The obligations of the Concessionaire hereunder shall include:
(a) permitting safe, smooth and uninterrupted flow of traffic on the Bus Terminal during normal operating conditions. Buses of other state road transport corporations shall be parked inside the Bus Terminal for which no charges shall be payable to the Concessionaire and if any charges are applicable for such parking then it shall be realized by Authority only;
(b) minimising incidents affecting the safety and use of the Bus Terminal by providing a rapid and effective response and maintaining liaison with emergency services of the State;
(c) carrying out periodic preventive maintenance of the Bus Terminal;
(d) undertaking routine maintenance including prompt repairs of ticket counters, Workshops, Authority's Office and other infrastructure as mentioned in the Operation and Maintenance Schedule;
(e) undertaking major maintenance such as per the Maintenance Schedule of the major infrastructure in the Bus Terminal;
(f) preventing, with the assistance of the concerned law enforcement agencies, any encroachments on the Bus Terminal;
(g) protection of the environment and provision of equipment and materials therefor;
(h) operation and maintenance of all communication, control and administrative systems necessary for the efficient operation of the Bus Terminal;
(i) maintaining a public relations unit to interface with and attend to suggestions from the Users, passengers, government agencies, media and other agencies;
(j) complying with Safety Requirements in accordance with Article 18;
(k) operation and maintenance of all Project Assets diligently and efficiently and in accordance with Good Industry Practice;
(l) maintaining punctuality and reliability in operating the Bus Terminal; and
(m) maintaining a high standard of cleanliness and hygiene in the Bus Terminal.
17.1.2 The Concessionaire shall remove promptly from the Bus Terminal all surplus construction machinery and materials, waste materials (including hazardous materials and waste water), rubbish and other debris (including, without limitation, accident debris) and keep the Bus Terminal in a clean, tidy and orderly condition,
Operating and Maintenance Expenses Subject to the provisions herein addressing the use of facilities by others, and except for operations and maintenance expenses associated with modifications made for providing interconnection or transmission service to a third party and such third party pays for such expenses, Developer shall be responsible for all reasonable expenses including overheads, associated with: (1) owning, operating, maintaining, repairing, and replacing Developer Attachment Facilities; and (2) operation, maintenance, repair and replacement of Connecting Transmission Owner’s Attachment Facilities. The Connecting Transmission Owner shall be entitled to the recovery of incremental operating and maintenance expenses that it incurs associated with System Upgrade Facilities and System Deliverability Upgrades if and to the extent provided for under Attachment S to the NYISO OATT.
