Common use of Licensee’s Failure to Maintain Clause in Contracts

Licensee’s Failure to Maintain. If Licensee fails to maintain the System in good repair and operation consistent with industry standards for operators of similar systems, Trustees shall give Licensee written notice to perform such maintenance and repair activities as are reasonably required under this Agreement. Licensee shall commence within ten (10) calendar days after receiving such written notice from Trustees and diligently complete the requested maintenance or repairs; provided that if it disputes the need for such maintenance and repair activities then such dispute will be resolved pursuant to the provisions of Section 19.28. If Licensee fails to commence the requested maintenance or repair activity within the allowed time, Licensee shall be subject to fines of $250 per day until the maintenance or repair is completed, and Trustees shall deduct the sum of the daily fines from the payments otherwise due to Licensee under this Agreement. In the event of an emergency and/or if there is a safety hazard and Licensee fails to commence repairs and act diligently to address the emergency or repair such safety hazard within the timeframe set forth above after notice of such emergency or safety hazard from Trustees, then Trustees shall have the right to address the emergency and repair the System at Licensee’s expense. Any amount so expended by Trustees shall be paid promptly by Licensee upon Trustees’ submittal of the work invoices to Licensee, or Trustees may deduct the amount expended from invoices submitted to Trustees by Licensee for amounts due Licensee for Peak Demand Reductions delivered to Trustees. Except as set forth in this Section 9.4, Trustees shall have no right to conduct or have such work performed and any such maintenance or repair activity sanctioned or conducted by Trustees will be a breach of this Agreement and will cause the immediate and permanent cessation of Licensee’s obligations with respect to the Performance Guarantee set forth in Rider C.