PacifiCorp’s Right to Monitor. During the Term, Seller shall permit PacifiCorp and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of the acquisition, design, financing, engineering, construction and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, design, financing, engineering, construction and installation of the Facility and the performance of the contractors constructing the Facility. Monitor and receive monthly updates from Seller concerning (i) the progress of Seller's negotiation and execution of contracts for the acquisition, design, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp the right to review, comment on or approve of the terms or conditions of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and to be determined by Seller in its sole discretion. Conversely, nothing in this Agreement shall be construed to require PacifiCorp to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspections, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damages, circumstances, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impede, hinder, postpone, or delay Seller or its contractors in their performance of the engineering, construction, design or testing of the Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.
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PacifiCorp’s Right to Monitor. During the Term, Seller shall permit PacifiCorp and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of the acquisition, design, financing, engineering, construction and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, design, financing, engineering, construction and installation of the Facility and the performance of the contractors constructing the Facility. Monitor and receive monthly updates from Seller concerning (i) the progress of Seller's negotiation and execution of contracts for the acquisition, design, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters Wind Turbines and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation wind or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation wind or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp the right to review, comment on or approve of the terms or conditions of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and to be determined by Seller in its sole discretion. Conversely, nothing in this Agreement shall be construed to require PacifiCorp to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspections, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damages, circumstances, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impede, hinder, postpone, or delay Seller or its contractors in their performance of the engineering, construction, design or testing of the Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.
Appears in 1 contract
Samples: Power Purchase Agreement
PacifiCorp’s Right to Monitor. During From the TermEffective Date until the date that is thirty (30) days after Final Completion, Seller shall permit will provide monthly updates to PacifiCorp concerning the construction schedule and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of Seller regarding the acquisition, design, financing, engineering, construction major equipment procurement and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, designsite delivery, financing, engineering, construction construction, installation, start-up and installation testing of the Facility, including (a) any significant developments or delays in achieving Commercial Operation by the Scheduled Commercial Operation Date, (b) the percentage completion of the Facility and (c) a brief summary of construction activity during the performance prior three (3) months and contemplated for the next three (3) months. PacifiCorp, at its own expense, shall have the right to monitor the construction, installation, start-up and testing of the contractors constructing Facility for compliance with this Agreement; provided, that PacifiCorp shall schedule any visit to the Premises in advance with Seller, shall comply with Seller’s reasonable written health, safety and security requirements provided to PacifiCorp, and shall not interfere with Seller’s construction, installation, start-up and testing of the Facility. Monitor and receive monthly updates from Seller concerning (i) Notwithstanding anything to the progress of Seller's negotiation and execution of contracts for the acquisition, design, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp the right to review, comment on or approve of the terms or conditions of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and to be determined by Seller in its sole discretion. Converselycontrary contained herein, nothing in this Agreement shall will be construed to require PacifiCorp to monitor Seller’s development, design, engineering, construction, installation, start-up and testing of the Facility or to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspectionsanother Person, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damagesdamage, circumstancescircumstance, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp or its PacifiCorp Representatives with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impedeacquisition, hinderdesign, postponefinancing, or delay Seller or its contractors in their performance of the engineering, construction, design or installation, start-up and testing of the Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.Facility.
Appears in 1 contract
Samples: Power Purchase Agreement
PacifiCorp’s Right to Monitor. During the Term, Seller shall permit PacifiCorp and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of the acquisition, design, financing, engineering, construction and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, design, financing, engineering, construction and installation of the Facility and the performance of the contractors constructing the Facility. Monitor and receive monthly updates from Seller concerning (i) the progress of Seller's negotiation and execution of contracts for the acquisition, design, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation exposure or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation exposure or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp the right to review, comment on or approve of the terms or conditions of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and to be determined by Seller in its sole discretion. Conversely, nothing in this Agreement shall be construed to require PacifiCorp to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspections, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damages, circumstances, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impede, hinder, postpone, or delay Seller or its contractors in their performance of the engineering, construction, design or testing of the Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.
Appears in 1 contract
Samples: Power Purchase Agreement
PacifiCorp’s Right to Monitor. During From the TermEffective Date until the date that is thirty (30) days after Final Completion, Seller shall permit will provide monthly updates to PacifiCorp concerning the construction schedule and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of Seller regarding the acquisition, design, financing, engineering, construction major equipment procurement and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, designsite delivery, financing, engineering, construction construction, installation, start-up and installation testing of the Storage Facility, including (a) any significant developments or delays in achieving Commercial Operation by the Scheduled Commercial Operation Date, (b) the percentage completion of the Storage Facility and (c) a brief summary of construction activity during the performance of the contractors constructing the Facility. Monitor prior three (3) months and receive monthly updates from Seller concerning (i) the progress of Seller's negotiation and execution of contracts contemplated for the acquisitionnext three (3) months. PacifiCorp, designat its own expense, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp have the right to reviewmonitor the construction, comment on or approve installation, start-up and testing of the terms or conditions Storage Facility for compliance with this Agreement; provided, that PacifiCorp shall schedule any visit to the Premises in advance with Seller, shall comply with Seller’s reasonable written health, safety and security requirements provided to PacifiCorp, and shall not interfere with Seller’s construction, installation, start-up and testing of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and Storage Facility. Notwithstanding anything to be determined by Seller in its sole discretion. Converselythe contrary contained herein, nothing in this Agreement shall will be construed to require PacifiCorp to monitor Seller’s development, design, engineering, construction, installation, start-up and testing of the Storage Facility or to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspectionsanother Person, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damagesdamage, circumstancescircumstance, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp or its PacifiCorp Representatives with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impedeacquisition, hinderdesign, postponefinancing, or delay Seller or its contractors in their performance of the engineering, construction, design or installation, start-up and testing of the Storage Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.
Appears in 1 contract
Samples: Energy Storage Agreement
PacifiCorp’s Right to Monitor. During From the TermEffective Date until the date that is thirty (30) days after Final Completion, Seller shall permit will provide monthly updates to PacifiCorp concerning the construction schedule and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of Seller regarding the acquisition, design, financing, engineering, construction major equipment procurement and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, designsite delivery, financing, engineering, construction construction, installation, start-up and installation testing of the Storage Facility, including (a) any significant developments or delays in achieving Commercial Operation by the Scheduled Commercial Operation Date, (b) the percentage completion of the Storage Facility and (c) a brief summary of construction activity during the performance of the contractors constructing the Facility. Monitor prior three (3) months and receive monthly updates from Seller concerning (i) the progress of Seller's negotiation and execution of contracts contemplated for the acquisitionnext three (3) months. PacifiCorp, designat its own expense, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp have the right to reviewmonitor the construction, comment on or approve installation, start-up and testing of the terms or conditions Storage Facility for compliance with this Agreement; provided, that PacifiCorp shall schedule any visit to the Premises in advance with Seller, shall comply with Seller’s reasonable written health, safety and security requirements provided to PacifiCorp, and shall not interfere with Seller’s construction, installation, start-up and testing of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and Storage Facility. Notwithstanding anything to be determined by Seller in its sole discretion. Converselythe contrary contained herein, nothing in this Agreement shall will be construed to require PacifiCorp to monitor Seller’s development, design, engineering, construction, installation, start-up and testing of the Storage Facility or to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspectionsanother Person, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damagesdamage, circumstancescircumstance, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp or its PacifiCorp Representatives with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impedeacquisition, hinderdesign, postponefinancing, or delay Seller or its contractors in their performance of the engineering, construction, design or installation, start-up and testing of the Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.Storage Facility.
Appears in 1 contract
Samples: Energy Storage Agreement
PacifiCorp’s Right to Monitor. During From the TermEffective Date until the date that is thirty (30) days after Final Completion, Seller shall permit will provide monthly updates to PacifiCorp concerning the construction schedule and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of Seller regarding the acquisition, design, financing, engineering, construction major equipment procurement and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, designsite delivery, financing, engineering, construction construction, installation, start-up and installation testing of the Facility, including (a) any significant developments or delays in achieving Commercial Operation by the Scheduled Commercial Operation Date, (b) the percentage completion of the Facility and (c) a brief summary of construction activity during the performance prior three (3) months and contemplated for the next three (3) months. PacifiCorp, at its own expense, shall have the right to monitor the construction, installation, start-up and testing of the contractors constructing Facility for compliance with this Agreement; provided, that PacifiCorp shall schedule any visit to the Premises in advance with Seller, shall comply with Seller’s reasonable written health, safety and security requirements provided to PacifiCorp, and shall not interfere with Seller’s construction, installation, start-up and testing of the Facility. Monitor and receive monthly updates from Seller concerning (i) Notwithstanding anything to the progress of Seller's negotiation and execution of contracts for the acquisition, design, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp the right to review, comment on or approve of the terms or conditions of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and to be determined by Seller in its sole discretion. Converselycontrary contained herein, nothing in this Agreement shall will be construed to require PacifiCorp to monitor Seller’s development, design, engineering, construction, installation, start-up and testing of the Facility or to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspectionsanother Person, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damagesdamage, circumstancescircumstance, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp or its PacifiCorp Representatives with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impedeacquisition, hinderdesign, postponefinancing, or delay Seller or its contractors in their performance of the engineering, construction, design or installation, start-up and testing of the Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.
Appears in 1 contract
Samples: Power Purchase Agreement
PacifiCorp’s Right to Monitor. During the Term, Seller shall permit PacifiCorp and its advisors and consultants to: Review and discuss with Seller and its advisors and consultants monthly status reports on the progress of the acquisition, design, financing, engineering, construction and installation of the Facility. Between the Effective Date and thirty (30) days following the date of Final Completion, Seller shall, on or before the tenth (10th) day of each calendar month, provide PacifiCorp with a brief monthly status report for the preceding month. Monitor the status of the acquisition, land leasing, design, financing, engineering, construction and installation of the Facility and the performance of the contractors constructing the Facility. Monitor and receive monthly updates from Seller concerning (i) the progress of Seller's negotiation and execution of contracts for the acquisition, design, financing, engineering, construction and installation of the Facility, Premises, major equipment, and warranties, and (ii) the contractors' performance and achievement of contract deliverables and all performance and other tests required to achieve Commercial Operation or contemplated by the warranty agreements between Seller and a manufacturer of the Facility’s Solar Panels and Inverters Wind Turbines and any other material items of Facility equipment that require testing for warranty agreements to be effective. Seller shall provide PacifiCorp with at least two (2) Business Days prior notice of each such test, with the understanding that if the performance of such test is dependent on the presence of sufficient solar insolation wind or other variables beyond the control of Seller, the date of such test may be postponed if, on the date specified in the related notice, there is insufficient solar insolation wind or other circumstances beyond the control of Seller that prevent the performance of such test on the scheduled date. Seller does not herein grant PacifiCorp the right to review, comment on or approve of the terms or conditions of any contract or negotiation between Seller and a third party, the terms and conditions of each such contract or negotiation being confidential and to be determined by Seller in its sole discretion. Conversely, nothing in this Agreement shall be construed to require PacifiCorp to review, comment on, or approve of any contract between Seller and a third party. Witness initial performance tests and other tests and review the results thereof; with Seller to make best efforts to provide PacifiCorp five (5) Business Days' advance notice of each such major test. Perform such examinations, inspections, and quality surveillance as, in PacifiCorp's reasonable judgment, are appropriate and advisable to determine that the Facility each Wind Turbine has been properly commissioned and Commercial Operation and Final Completion have been achieved. With respect to PacifiCorp's right to monitor under this Section 2.7, (i) PacifiCorp is under no obligation to exercise any of these monitoring rights, (ii) such monitoring shall occur subject to reasonable rules developed by Seller regarding Facility construction, access, health, safety, and environmental requirements, and (iii) PacifiCorp shall have no liability to Seller for failing to advise it of any condition, damages, circumstances, infraction, fact, act, omission or disclosure discovered or not discovered by PacifiCorp with respect to the Facility or any contractor. Any review or monitoring of the Facility conducted by PacifiCorp hereunder shall be performed in a manner that does not impede, hinder, postpone, or delay Seller or its contractors in their performance of the engineering, construction, design or testing of the Facility. PacifiCorp shall maintain one or more designated representatives for purposes of the monitoring activities contemplated in this Section 2.7, which representatives shall have authority to act for PacifiCorp in all technical matters under this Section 2.7 as authorized by PacifiCorp but not to amend or modify any provision hereof. PacifiCorp's initial representatives and their contact information are listed in Exhibit 2.7. PacifiCorp may, by written notice to Seller, change its representatives or their contact information.
Appears in 1 contract
Samples: Power Purchase Agreement
