Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 7 contracts

Samples: Development Agreement, Development Agreement, Development Agreement

Appears in 6 contracts

Samples: Development Agreement, Development Agreement, Development Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following ~~the Developer~~either LS Power’s or NYPA’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 5 contracts

Samples: Development Agreement, Development Agreement, Development Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project SERVICE AGREEMENT NO. 2510 by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under ~~Article 7.1.~~Article 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay SERVICE AGREEMENT NO. 2510 the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 3 contracts

Samples: Development Agreement, Development Agreement, Development Agreement

Milestones. 3.3.1. The NYISO shall provide the ~~Developer~~ Designated Entity with the Required Transmission Project In-Service Date and Required Designated Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the ~~OATT~~OATT and the estimated time to construct Designated Network Upgrade Facilities contained in the NYISO-conducted Facilities Study report. Prior to executing and/or filing this Agreement with FERC, the NYISO and the ~~Developer~~ Designated Entity shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the ~~Transmission~~ Designated Project to allow the Designated Project to go into service by the Required Designated Project ~~In-~~In- Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the ~~Transmission~~ Designated Project that requires action by a Designated Entity of another Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project, a Connecting Transmission ~~Owner~~ Owner, or an Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The ~~Developer~~ Designated Entity shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The ~~Developer~~Designated Entity’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The ~~Developer~~ Designated Entity shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the ~~Developer~~ Designated Entity shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following ~~the Developer~~either NYPA’s or Transco’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the Developer~~ Designated Entity shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the ~~Developer~~ Designated Entity will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The ~~Developer~~ Designated Entity shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the ~~Developer~~ Designated Entity must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the ~~Transmission~~ Designated Project to be completed and achieve its In-Service Date no later than the Required Designated Project In-Service Date, ~~and~~ (iii) submit ~~a notarized~~ an officer’s certificate in a form acceptable to the NYISO certifying the ~~Developer~~Designated Entity’s capability to complete the ~~Transmission~~ Designated Project in accordance with the modified ~~schedule~~schedule taking into account the schedule for completing any other Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project, and (iv) submit an officer’s certificate in a form acceptable to the NYISO from any other Designated Entity responsible for developing Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project certifying its capability to complete its Designated Public Policy Project or Designated Network Upgrade Facilities in accordance with the modified schedule for the Designated Project, if applicable. If the ~~Developer~~Designated Entity: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the ~~Developer~~ Designated Entity shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the ~~Developer~~Designated Entity’s requested change. The ~~Developer~~ Designated Entity shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the ~~Developer~~ Designated Entity demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path ~~Milestone~~ Milestone: (i) will not delay the ~~Transmission Project’s~~ In-Service Date of the Designated Project beyond the Required Designated Project In-Service Date and (ii) will not materially affect the completion of any other Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project being developed by another Designated Entity by any required in-service date for the other Designated Public Policy Project or Designated Network Upgrade Facilities and/or the Required Transmission Project In-Service Date, if applicable, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the ~~Developer~~ Designated Entity will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of ~~the Developer~~either NYPA’s or Transco’s discovery of a potential delay in meeting an Advisory Milestone, the ~~Developer~~ Designated Entity shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The ~~Developer~~ Designated Entity may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4. 3.3.6. In the event that another Designated Entity of a Designated Public Policy Project or Designated Network Upgrade Facilities related to the same Transmission Project seeks to modify its schedule, the Designated Entity subject to this Agreement will not unreasonably withhold, condition, or delay any required input, information, or certification.

Appears in 3 contracts

Samples: Development Agreement, Development Agreement, Service Agreement

Milestones. ~~3.3.1.~~ The ~~NYISO~~ Debtors shall ~~provide~~ implement the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones Restructuring Transactions in accordance with the ~~Development Schedule set forth~~ following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in ~~Appendix C to this Agreement. The Developer’s inability~~ writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or ~~failure to meet a Critical Path Milestone specified~~ before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the ~~Development Schedule~~event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, ~~as such Critical Path Milestone may be~~ counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended ~~with the agreement~~ versions of the ~~NYISO under this Article 3.3~~Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall ~~constitute~~ not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a ~~Breach~~ hearing date for the approval of ~~this Agreement under Article 7.1.~~the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; ~~3.3.3. The Developer~~ (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall ~~notify~~ commence not later than January 27, 2022; provided, that the ~~NYISO~~ Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) ~~Calendar Days prior to~~ days after the ~~date~~ commencement of ~~each Critical Path Milestone specified in~~ the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure eventConfirmation Hearing; and (iih) the ~~NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days~~ effective date of the ~~request, a written response indicating whether~~ Approved Plan (the ~~Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer~~ “Plan Effective Date”) shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date occur no later than ~~the Required Project In-Service Date, and~~ one hundred twenty (~~iii~~120) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one days after entry of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERCConfirmation Order. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 2 contracts

Samples: Restructuring Support Agreement (Qatar Airways Investments (UK) Ltd.), Restructuring Support Agreement (Costa Verde Aeronautica S.A.)

Milestones. 3.3.1. The NYISO shall provide the ~~Developer~~ Designated Entity with the Required Transmission Project In-Service Date and Required Designated Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the ~~OATT~~OATT and the estimated time to construct Designated Network Upgrade Facilities contained in the NYISO-conducted Facilities Study report. Prior to executing and/or filing this Agreement with FERC, the NYISO and the ~~Developer~~ Designated Entity shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the ~~Transmission~~ Designated Project to allow the Designated Project to go into service by the Required Designated Project ~~In-~~In- Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the ~~Transmission~~ Designated Project that requires action by a Designated Entity of another Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project, a Connecting Transmission ~~Owner~~ Owner, or an Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The ~~Developer~~ Designated Entity shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The ~~Developer~~Designated Entity’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The ~~Developer~~ Designated Entity shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the ~~Developer~~ Designated Entity shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the ~~Developer~~Designated Entity’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the Developer~~ Designated Entity shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the ~~Developer~~ Designated Entity will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The ~~Developer~~ Designated Entity shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the ~~Developer~~ Designated Entity must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the ~~Transmission~~ Designated Project to be completed and achieve its In-Service Date no later than the Required Designated Project In-Service Date, ~~and~~ (iii) submit ~~a notarized~~ an officer’s certificate in a form acceptable to the NYISO certifying the ~~Developer~~Designated Entity’s capability to complete the ~~Transmission~~ Designated Project in accordance with the modified ~~schedule~~schedule taking into account the schedule for completing any other Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project, and (iv) submit an officer’s certificate in a form acceptable to the NYISO from any other Designated Entity responsible for developing Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project certifying its capability to complete its Designated Public Policy Project or Designated Network Upgrade Facilities in accordance with the modified schedule for the Designated Project, if applicable. If the ~~Developer~~Designated Entity: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the ~~Developer~~ Designated Entity shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the ~~Developer~~Designated Entity’s requested change. The ~~Developer~~ Designated Entity shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the ~~Developer~~ Designated Entity demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path ~~Milestone~~ Milestone: (i) will not delay the ~~Transmission Project’s~~ In-Service Date of the Designated Project beyond the Required Designated Project In-Service Date and (ii) will not materially affect the completion of any other Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project being developed by another Designated Entity by any required in-service date for the other Designated Public Policy Project or Designated Network Upgrade Facilities and/or the Required Transmission Project In-Service Date, if applicable, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the ~~Developer~~ Designated Entity will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the ~~Developer~~Designated Entity’s discovery of a potential delay in meeting an Advisory Milestone, the ~~Developer~~ Designated Entity shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The ~~Developer~~ Designated Entity may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4. 3.3.6. In the event that another Designated Entity of a Designated Public Policy Project or Designated Network Upgrade Facilities related to the same Transmission Project seeks to modify its schedule, the Designated Entity subject to this Agreement will not unreasonably withhold, condition, or delay any required input, information, or certification.

Appears in 2 contracts

Samples: Development Agreement, Service Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following ~~the Developer~~either LS Power’s or NYPA’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of ~~the Developer~~either LS Power’s or NYPA’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 2 contracts

Samples: Development Agreement, Development Agreement

Milestones. ‌ 3.3.1. The NYISO shall provide the ~~Developer~~ Designated Entity with the Required Transmission Project In-Service Date and Required Designated Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the ~~OATT~~OATT and the estimated time to construct Designated Network Upgrade Facilities contained in the NYISO-conducted Facilities Study report. Prior to executing and/or filing this Agreement with FERC, the NYISO and the ~~Developer~~ Designated Entity shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the ~~Transmission~~ Designated Project to allow the Designated Project to go into service by the Required Designated Project ~~In-~~In- Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the ~~Transmission~~ Designated Project that requires action by a Designated Entity of another Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project, a Connecting Transmission ~~Owner~~ Owner, or an Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The ~~Developer~~ Designated Entity shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The ~~Developer~~Designated Entity’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The ~~Developer~~ Designated Entity shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the ~~Developer~~ Designated Entity shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the ~~Developer~~Designated Entity’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the Developer~~ Designated Entity shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the ~~Developer~~ Designated Entity will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The ~~Developer~~ Designated Entity shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the ~~Developer~~ Designated Entity must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the ~~Transmission~~ Designated Project to be completed and achieve its In-Service Date no later than the Required Designated Project In-Service Date, ~~and~~ (iii) submit ~~a notarized~~ an officer’s certificate in a form acceptable to the NYISO certifying the ~~Developer~~Designated Entity’s capability to complete the ~~Transmission~~ Designated Project in accordance with the modified ~~schedule~~schedule taking into account the schedule for completing any other Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project, and (iv) submit an officer’s certificate in a form acceptable to the NYISO from any other Designated Entity responsible for developing Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project certifying its capability to complete its Designated Public Policy Project or Designated Network Upgrade Facilities in accordance with the modified schedule for the Designated Project, if applicable. If the ~~Developer~~Designated Entity: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the ~~Developer~~ Designated Entity shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the ~~Developer~~Designated Entity’s requested change. The ~~Developer~~ Designated Entity shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the ~~Developer~~ Designated Entity demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path ~~Milestone~~ Milestone: (i) will not delay the ~~Transmission Project’s~~ In-Service Date of the Designated Project beyond the Required Designated Project In-Service Date and (ii) will not materially affect the completion of any other Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project being developed by another Designated Entity by any required in-service date for the other Designated Public Policy Project or Designated Network Upgrade Facilities and/or the Required Transmission Project In-Service Date, if applicable, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the ~~Developer~~ Designated Entity will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the ~~Developer~~Designated Entity’s discovery of a potential delay in meeting an Advisory Milestone, the ~~Developer~~ Designated Entity shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The ~~Developer~~ Designated Entity may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article ~~3.3.4~~3.3.4.‌ 3.3.6. In the event that another Designated Entity of a Designated Public Policy Project or Designated Network Upgrade Facilities related to the same Transmission Project seeks to modify its schedule, the Designated Entity subject to this Agreement will not unreasonably withhold, condition, or delay any required input, information, or certification.

Appears in 2 contracts

Samples: Development Agreement, Development Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the ~~NYISO~~ XXXXX performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.delay

Appears in 2 contracts

Samples: Service Agreement, Service Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the~~ Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Development Agreement

Milestones. ‌ 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service ~~Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT~~Date. ~~Prior to executing and/or filing this Agreement with FERC, the~~ The NYISO and the Developer shall ~~agree to~~ develop the description and the dates for the agreed upon Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory MilestoneDate. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s ~~inability or~~ failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article ~~7.1~~7.3. 3.3.3. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of for meeting each Critical Path Milestone regarding whether the Critical Path Milestone will be met by the date specified in the Development ~~Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date~~Schedule; provided, however, that notwithstanding this requirement~~: (i)~~ , the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event~~; and (ii) the NYISO may request in writing at any time, and~~ . If the Developer ~~shall submit to the NYISO within five (5) Business Days of the request,~~ identifies a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to potential delay in meeting a Critical Path Milestone, the Developer ~~must~~shall within the notification timeframes set forth above: (i) inform the NYISO in writing of the ~~proposed change to~~ potential delay and describe the ~~Critical Path Milestone and the reason~~ reasons for the ~~change, including the occurrence of a Force Majeure event in accordance with Section 15.5~~delay, (ii) submit to the NYISO a revised Development Schedule containing any necessary ~~changes~~ modifications to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article ~~15.8~~14.5, and the NYISO will not be required to file the revised Development Schedule with ~~FERC.~~FERC.‌ ~~3.3.5~~3.3.4. ~~Within fifteen (15) Calendar Days of~~ If, absent notification from the Developer~~’s discovery of a potential delay in meeting an Advisory Milestone~~, the NYISO believes that the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; providedwill be unable to, ~~however~~or has failed to, ~~that if the change to the Advisory Milestone will delay~~ meet a Critical Path Milestone, the NYISO may request in writing that the Developer submit to the NYISO within five (5) Business Days a written response indicating whether it will be unable to, or has failed to, meet a Critical Path Milestone and providing all required supporting documentation for its response. The NYISO will promptly review Developer’s response. If based on its review, the NYISO~~’s written consent to make such change is required as described in Article 3.3.4.~~

Appears in 1 contract

Samples: Development Agreement

Milestones. 3.3.1. The NYISO shall provide the ~~Developer~~ Designated Entity with the Required Transmission Project In-Service Date and Required Designated Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the ~~OATT~~OATT and the estimated time to construct Designated Network Upgrade Facilities contained in the NYISO-conducted Facilities Study report. Prior to executing and/or filing this Agreement with FERC, the NYISO and the ~~Developer~~ Designated Entity shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the ~~Transmission~~ Designated Project to allow the Designated Project to go into service by the Required Designated Project ~~In-~~In- Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the ~~Transmission~~ Designated Project that requires action by a Designated Entity of another Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project, a Connecting Transmission ~~Owner~~ Owner, or an Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The ~~Developer~~ Designated Entity shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The ~~Developer~~Designated Entity’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The ~~Developer~~ Designated Entity shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the ~~Developer~~ Designated Entity shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the ~~Developer~~Designated Entity’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the Developer~~ Designated Entity shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the ~~Developer~~ Designated Entity will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Development Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the ~~Developer~~Developer’xxxxxxx XX Power’s or NYPA’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the ~~Developer~~Developer’xxxxxxx XX Power’s or NYPA’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Service Agreement

Milestones. ~~3.3.1~~Time is of the essence in the performance hereof, and Seller's completion of the Facility and delivery of Net Output by the Scheduled Commercial Operation Date is critically important. ~~The NYISO~~ Therefore, Seller shall achieve the following milestones at the times indicated, subject to the Seller termination rights set forth in Section 2.4(a). Nothing in this Section 2.4 in any way limits Section 1.2.5, 5.2, 6.3, 6.4, or any other provision of this Agreement which is not expressly made subject to this Section 2.4 in this Section 2.4. (a) On or before March 31, 2015, Seller shall provide PacifiCorp with a fully executed Generation Interconnection Agreement or a TP Opinion Letter. Seller shall bear all costs and expenses of seeking and obtaining the ~~Developer with~~ TP Opinion Letter should it choose to seek and obtain a TP Opinion Letter. If Seller provides a TP Opinion Letter, Seller also shall provide a fully executed and effective Generation Interconnection Agreement to PacifiCorp at least 90 days prior to the ~~Required Project~~ Scheduled Commercial Operation Date. If Seller relies on a TP Opinion Letter, PacifiCorp is under no obligation to modify or extend the Scheduled Commercial Operation Date if Transmission Provider, for any reason, fails to complete the Interconnection Facilities for the Facility or otherwise fails to complete the interconnection or upgrades for the Facility by the date indicated in the TP Opinion Letter. (b) Seller shall have the right to terminate this Agreement if, despite Seller’s diligent and commercially reasonable efforts: (A) Transmission Provider does not deliver to Seller on or before March 31, 2015 either (i) a fully executed and effective Generation Interconnection Agreement, that has already been signed by Seller if so required by Transmission Provider, or (ii) a TP Opinion Letter, (B) Transmission Provider delivers a TP Opinion Letter but thereafter fails to deliver a fully executed and effective Generation Interconnection Agreement, that has already been signed by Seller if so required by Transmission Provider, to Seller at least ninety (90) days prior to the Scheduled Commercial Operation Date, (C) the draft Generation Interconnection Agreement provided by Transmission Provider provides that interconnection facilities and network upgrade costs that Seller will be required to pay will exceed or (D) the draft Generation Interconnection Agreement provided by Transmission Provider sets forth an “In-Service Date (Backfeed)” that is ~~set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT~~later than October 31, 2016. ~~Prior~~ Seller may exercise this termination right by giving notice to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO PacifiCorp no later than thirty (30) ~~Calendar Days~~ days after the applicable event, the termination shall be effective upon PacifiCorp’s receipt of such notice, and neither Party shall have any liability to the other for such termination; (c) On or before the 30th day following the Effective Date, Seller shall post the Project Development Security in the amount described in Section 8.1; (d) By the Commercial Operation Date, Seller shall provide the Levelized Security required under Section 8.3; (e) By the Commercial Operation Date, Seller shall provide Default Security required under Section 8.2; (f) Seller shall provide PacifiCorp with documentation showing that Seller has obtained retail electric service for the Facility prior to the ~~date~~ Commercial Operation Date; (g) Seller shall cause the Facility to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date; and (h) If Commercial Operation of ~~each Critical Path Milestone specified in~~ the ~~Development Schedule whether~~Facility is achieved based on less than 100 percent of the Expected Nameplate Capacity Rating, then Seller shall, subject to Section 2.5(d), cause the ~~best of its knowledge, it expects~~ Facility to ~~meet~~ achieve Final Completion on or before the ~~Critical Path Milestone by~~ 90th day after the ~~specified date~~Commercial Operation Date; provided, however, that ~~notwithstanding this requirement: (i)~~ the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days date for achieving each of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe milestones set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen paragraphs (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.f),

Appears in 1 contract

Samples: Power Purchase Agreement

Milestones. ~~3.3.1~~Time is of the essence in the performance hereof, and Seller's completion of the Facility and delivery of Net Output by the Scheduled Commercial Operation Date is critically important. ~~The NYISO~~ Therefore, Seller shall achieve the following milestones at the times indicated, subject to the Seller termination rights set forth in Section 2.4(a). Nothing in this Section 2.4 in any way limits Section 1.2.5, 5.2, 6.3, 6.4, or any other provision of this Agreement which is not expressly made subject to this Section 2.4 in this Section 2.4. (a) On or before March 31, 2015, Seller shall provide PacifiCorp with a fully executed Generation Interconnection Agreement or a TP Opinion Letter. Seller shall bear all costs and expenses of seeking and obtaining the ~~Developer with~~ TP Opinion Letter should it choose to seek and obtain a TP Opinion Letter. If Seller provides a TP Opinion Letter, Seller also shall provide a fully executed and effective Generation Interconnection Agreement to PacifiCorp at least 90 days prior to the ~~Required Project~~ Scheduled Commercial Operation Date. If Seller relies on a TP Opinion Letter, PacifiCorp is under no obligation to modify or extend the Scheduled Commercial Operation Date if Transmission Provider, for any reason, fails to complete the Interconnection Facilities for the Facility or otherwise fails to complete the interconnection or upgrades for the Facility by the date indicated in the TP Opinion Letter. (b) Seller shall have the right to terminate this Agreement if, despite Seller’s diligent and commercially reasonable efforts: (A) Transmission Provider does not deliver to Seller on or before March 31, 2015 either (i) a fully executed and effective Generation Interconnection Agreement, that has already been signed by Seller if so required by Transmission Provider, or (ii) a TP Opinion Letter, (B) Transmission Provider delivers TP Opinion Letter but thereafter fails to deliver a fully executed and effective Generation Interconnection Agreement, that has already been signed by Seller if so required by Transmission Provider, to Seller at least ninety (90) days prior to the Scheduled Commercial Operation Date, (C) the draft Generation Interconnection Agreement provided by Transmission Provider provides that interconnection facilities and network upgrade costs that Seller will be required to pay will exceed , or (D) the draft Generation Interconnection Agreement provided by Transmission Provider sets forth an “In-Service Date (Backfeed)” that is ~~set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT~~later than October 31, 2016. ~~Prior~~ Seller may exercise this termination right by giving notice to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO PacifiCorp no later than thirty (30) ~~Calendar Days~~ days after the applicable event, the termination shall be effective upon PacifiCorp’s receipt of such notice, and neither Party shall have any liability to the other for such termination; (c) On or before the 30th day following the Effective Date, Seller shall post the Project Development Security in the amount described in Section 8.1; (d) By the Commercial Operation Date, Seller shall provide the Levelized Security required under Section 8.3; (e) By the Commercial Operation Date, Seller shall provide Default Security required under Section 8.2; (f) Seller shall provide PacifiCorp with documentation showing that Seller has obtained retail electric service for the Facility prior to the ~~date~~ Commercial Operation Date; (g) Seller shall cause the Facility to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date; and (h) If Commercial Operation of ~~each Critical Path Milestone specified in~~ the ~~Development Schedule whether~~Facility is achieved based on less than 100 percent of the Expected Nameplate Capacity Rating, then Seller shall, subject to Section 2.5(d), cause the ~~best of its knowledge, it expects~~ Facility to ~~meet~~ achieve Final Completion on or before the ~~Critical Path Milestone by~~ 90th day after the ~~specified date;~~ Commercial Operation Date. provided, however, that ~~notwithstanding this requirement: (i)~~ the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days date for achieving each of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe milestones set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen paragraphs (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.f),

Appears in 1 contract

Samples: Power Purchase Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone.Section 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential ~~delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and~~delay (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Public Policy Transmission Planning Process Development Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under ~~Article 7.1.~~Article 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response.. SERVICE AGREEMENT NO. 2510 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Development Agreement

Milestones. ‌ 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date ~~that is set forth in the Public Policy Transmission Planning Report~~ in accordance with Section ~~31.4.11~~ 31.2.8.1.6 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall ~~agree to~~ develop the description and the dates for the agreed upon Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section ~~31.4.12.2~~ 31.2.8.1.6 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone.OATT.‌ 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule ~~whether, to the best of its knowledge,~~ whether it ~~expects to~~ will meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this ~~requirement:~~requirement:‌ (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the~~ Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure ~~event in accordance with Section 15.5~~event, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change ~~the~~ the‌ impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review ~~the~~ Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article ~~15.8~~15.7, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Development Agreement

Milestones. 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date that is set forth in the Comprehensive Reliability Plan report or the updated Comprehensive Reliability Plan report, as applicable,Public Policy Transmission Planning Report in accordance with ~~Section~~ Sections 31.2.7 and 31.2.7.3Section 31.4.11 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project ~~In-~~In- Service Date in accordance with Section ~~31.4.12.2~~ 31.2.8.1.631.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or an Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the~~ Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Reliability Public Policy Transmission Planning Process Development Agreement

Milestones. ‌ 3.3.1. The NYISO shall provide the Developer with the Required Project In-Service Date ~~that is set forth in the Public Policy Transmission Planning Report~~ in accordance with Section ~~31.4.11~~ 31.2.8.1.6 of Attachment Y of the OATT. Prior to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall ~~agree to~~ develop the description and the dates for the agreed upon Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section ~~31.4.12.2~~ 31.2.8.1.6 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone.OATT.‌ 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule ~~whether, to the best of its knowledge,~~ whether it ~~expects to~~ will meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this ~~requirement:~~requirement:‌ (i) the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the~~ Developer shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure ~~event in accordance with Section 15.5~~event, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to to‌ change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review ~~the~~ Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article ~~15.8~~15.7, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.

Appears in 1 contract

Samples: Development Agreement

Milestones. 3.3.1. The NYISO shall provide the ~~Developer~~ Designated Entity with the Required Transmission Project In-Service Date and Required Designated Project In-Service Date that is set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the ~~OATT~~OATT and the estimated time to construct Designated Network Upgrade Facilities contained in the NYISO-conducted Facilities Study report. Prior to executing and/or filing this Agreement with FERC, the NYISO and the ~~Developer~~ Designated Entity shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the ~~Transmission~~ Designated Project to allow the Designated Project to go into service by the Required Designated Project ~~In-~~In- Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the ~~Transmission~~ Designated Project that requires action by a Designated Entity of another Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project, a Connecting Transmission ~~Owner~~ Owner, or an Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The ~~Developer~~ Designated Entity shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The ~~Developer~~Designated Entity’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The ~~Developer~~ Designated Entity shall notify the NYISO thirty (30) Calendar Days prior to the date of each Critical Path Milestone specified in the Development Schedule whether, to the best of its knowledge, it expects to meet the Critical Path Milestone by the specified date; provided, however, that notwithstanding this requirement: (i) the ~~Developer~~ Designated Entity shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the ~~Developer~~Designated Entity’xxxxxxx NYPA’s or Transco’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and ~~the Developer~~ Designated Entity shall submit to the NYISO within five (5) Business Days of the request, a written response indicating whether the ~~Developer~~ Designated Entity will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The ~~Developer~~ Designated Entity shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the ~~Developer~~ Designated Entity must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the ~~Transmission~~ Designated Project to be completed and achieve its In-Service Date no later than the Required Designated Project In-Service Date, ~~and~~ (iii) submit ~~a notarized~~ an officer’s certificate in a form acceptable to the NYISO certifying the ~~Developer~~Designated Entity’s capability to complete the ~~Transmission~~ Designated Project in accordance with the modified ~~schedule~~schedule taking into account the schedule for completing any other Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project, and (iv) submit an officer’s certificate in a form acceptable to the NYISO from any other Designated Entity responsible for developing Designated Public Policy Projects or Designated Network Upgrade Facilities related to the Transmission Project certifying its capability to complete its Designated Public Policy Project or Designated Network Upgrade Facilities in accordance with the modified schedule for the Designated Project, if applicable. If the ~~Developer~~Designated Entity: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the ~~Developer~~ Designated Entity shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the ~~Developer~~Designated Entity’s requested change. The ~~Developer~~ Designated Entity shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the ~~Developer~~ Designated Entity demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path ~~Milestone~~ Milestone: (i) will not delay the ~~Transmission Project’s~~ In-Service Date of the Designated Project beyond the Required Designated Project In-Service Date and (ii) will not materially affect the completion of any other Designated Public Policy Project or Designated Network Upgrade Facilities related to the Transmission Project being developed by another Designated Entity by any required in-service date for the other Designated Public Policy Project or Designated Network Upgrade Facilities and/or the Required Transmission Project In-Service Date, if applicable, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the ~~Developer~~ Designated Entity will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen (15) Calendar Days of the ~~Developer~~Designated Entity’xxxxxxx NYPA’s or Transco’s discovery of a potential delay in meeting an Advisory Milestone, the ~~Developer~~ Designated Entity shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The ~~Developer~~ Designated Entity may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4. 3.3.6. In the event that another Designated Entity of a Designated Public Policy Project or Designated Network Upgrade Facilities related to the same Transmission Project seeks to modify its schedule, the Designated Entity subject to this Agreement will not unreasonably withhold, condition, or delay any required input, information, or certification.

Appears in 1 contract

Samples: Development Agreement

Milestones. ~~3.3.1~~Time is of the essence in the performance hereof, and Seller's completion of the Facility and delivery of Net Output by the Scheduled Commercial Operation Date is critically important. ~~The NYISO~~ Therefore, Seller shall achieve the following milestones at the times indicated, subject to the Seller termination rights set forth in Section 2.4(a). Nothing in this Section 2.4 in any way limits Section 1.2.5, 5.2, 6.3, 6.4, or any other provision of this Agreement which is not expressly made subject to this Section 2.4 in this Section 2.4. (a) On or before March 31, 2015, Seller shall provide PacifiCorp with a fully executed Generation Interconnection Agreement or a TP Opinion Letter. Seller shall bear all costs and expenses of seeking and obtaining the ~~Developer with~~ TP Opinion Letter should it choose to seek and obtain a TP Opinion Letter. If Seller provides a TP Opinion Letter, Seller also shall provide a fully executed and effective Generation Interconnection Agreement to PacifiCorp at least 90 days prior to the ~~Required Project~~ Scheduled Commercial Operation Date. If Seller relies on a TP Opinion Letter, PacifiCorp is under no obligation to modify or extend the Scheduled Commercial Operation Date if Transmission Provider, for any reason, fails to complete the Interconnection Facilities for the Facility or otherwise fails to complete the interconnection or upgrades for the Facility by the date indicated in the TP Opinion Letter. (b) Seller shall have the right to terminate this Agreement if, despite Seller’s diligent and commercially reasonable efforts: (A) Transmission Provider does not deliver to Seller on or before March 31, 2015 either (i) a fully executed and effective Generation Interconnection Agreement, that has already been signed by Seller if so required by Transmission Provider, or (ii) a TP Opinion Letter, (B) Transmission Provider delivers a TP Opinion Letter but thereafter fails to deliver a fully executed and effective Generation Interconnection Agreement, that has already been signed by Seller if so required by Transmission Provider, to Seller at least ninety (90) days prior to the Scheduled Commercial Operation Date, (C) the draft Generation Interconnection Agreement provided by Transmission Provider provides that interconnection facilities and network upgrade costs that Seller will be required to pay will exceed , or (D) the draft Generation Interconnection Agreement provided by Transmission Provider sets forth an “In-Service Date (Backfeed)” that is ~~set forth in the Public Policy Transmission Planning Report in accordance with Section 31.4.11 of Attachment Y of the OATT~~later than October 31, 2016. ~~Prior~~ Seller may exercise this termination right by giving notice to executing and/or filing this Agreement with FERC, the NYISO and the Developer shall agree to the Critical Path Milestones and Advisory Milestones set forth in the Development Schedule in Appendix C to this Agreement for the development, construction, and operation of the Transmission Project by the Required Project In-Service Date in accordance with Section 31.4.12.2 of Attachment Y of the OATT; provided that any such milestone for the Transmission Project that requires action by a Connecting Transmission Owner or Affected System Operator to complete must be included as an Advisory Milestone. 3.3.2. The Developer shall meet the Critical Path Milestones in accordance with the Development Schedule set forth in Appendix C to this Agreement. The Developer’s inability or failure to meet a Critical Path Milestone specified in the Development Schedule, as such Critical Path Milestone may be amended with the agreement of the NYISO under this Article 3.3, shall constitute a Breach of this Agreement under Article 7.1. 3.3.3. The Developer shall notify the NYISO PacifiCorp no later than thirty (30) ~~Calendar Days~~ days after the applicable event, the termination shall be effective upon PacifiCorp’s receipt of such notice, and neither Party shall have any liability to the other for such termination; (c) On or before the 30th day following the Effective Date, Seller shall post the Project Development Security in the amount described in Section 8.1; (d) By the Commercial Operation Date, Seller shall provide the Levelized Security required under Section 8.3; (e) By the Commercial Operation Date, Seller shall provide Default Security required under Section 8.2; (f) Seller shall provide PacifiCorp with documentation showing that Seller has obtained retail electric service for the Facility prior to the ~~date~~ Commercial Operation Date; (g) Seller shall cause the Facility to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date; and (h) If Commercial Operation of ~~each Critical Path Milestone specified in~~ the ~~Development Schedule whether~~Facility is achieved based on less than 100 percent of the Expected Nameplate Capacity Rating, then Seller shall, subject to Section 2.5(d), cause the ~~best of its knowledge, it expects~~ Facility to ~~meet~~ achieve Final Completion on or before the ~~Critical Path Milestone by~~ 90th day after the ~~specified date~~Commercial Operation Date; provided, however, that ~~notwithstanding this requirement: (i)~~ the Developer shall notify the NYISO as soon as reasonably practicable, and no later than fifteen (15) Calendar Days, following the Developer’s discovery of a potential delay in meeting a Critical Path Milestone, including a delay caused by a Force Majeure event; and (ii) the NYISO may request in writing at any time, and the Developer shall submit to the NYISO within five (5) Business Days date for achieving each of the request, a written response indicating whether the Developer will meet, or has met, a Critical Path Milestone and providing all required supporting documentation for its response. 3.3.4. The Developer shall not make a change to a Critical Path Milestone without the prior written consent of the NYISO. To request a change to a Critical Path Milestone, the Developer must: (i) inform the NYISO in writing of the proposed change to the Critical Path Milestone and the reason for the change, including the occurrence of a Force Majeure event in accordance with Section 15.5, (ii) submit to the NYISO a revised Development Schedule containing any necessary changes to Critical Path Milestones and Advisory Milestones that provide for the Transmission Project to be completed and achieve its In-Service Date no later than the Required Project In-Service Date, and (iii) submit a notarized officer’s certificate certifying the Developer’s capability to complete the Transmission Project in accordance with the modified schedule. If the Developer: (i) must notify the NYISO of a potential delay in meeting a Critical Path Milestone in accordance with one of the notification requirements in Section 3.3.3 or (ii) is requesting a change to a Critical Path Milestone to cure a Breach in Section 7.2, the Developer shall submit any request to change the impacted Critical Path Milestone(s) within the relevant notification timeframe milestones set forth in Section 3.3.3 or the cure period set forth in Section 7.2, as applicable. The NYISO will promptly review the Developer’s requested change. The Developer shall provide the NYISO with all required information to assist the NYISO in making its determination and shall be responsible for the costs of any study work the NYISO performs in making its determination. If the Developer demonstrates to the NYISO’s satisfaction that the delay in meeting a Critical Path Milestone will not delay the Transmission Project’s In-Service Date beyond the Required Project In-Service Date, then the NYISO’s consent to extending the Critical Path Milestone date will not be unreasonably withheld, conditioned, or delayed. The NYISO’s written consent to a revised Development Schedule proposed by the Developer will satisfy the amendment requirements in Article 15.8, and the NYISO will not be required to file the revised Development Schedule with FERC. 3.3.5. Within fifteen paragraphs (15) Calendar Days of the Developer’s discovery of a potential delay in meeting an Advisory Milestone, the Developer shall inform the NYISO of the potential delay and describe the impact of the delay on meeting the Critical Path Milestones. The Developer may extend an Advisory Milestone date upon informing the NYISO of such change; provided, however, that if the change to the Advisory Milestone will delay a Critical Path Milestone, the NYISO’s written consent to make such change is required as described in Article 3.3.4.f),

Appears in 1 contract

Samples: Power Purchase Agreement

Common use of Milestones Clause in Contracts