If the terms and conditions of the Articles of this Agreement vary or are inconsistent with
any portion of the Appendices, the terms of the Articles of this Agreement shall control
and be given priority, and the provisions of the Appendices shall be subject to the terms
of the Articles. This Agreement contains the entire agreement between the parties and
supersedes all prior agreements, whether oral or written, between the parties with respect
to the subject matter of this Agreement. Neither party will be bound by or be deemed to
have made any representations, warranties, commitments or other undertakings with
respect to the subject matter of this Agreement that are not contained in this Agreement.
Section 1.2 - Term. The term of this Agreement shall be for three (3) years from
January 1, 2017 through December 31, 2019, unless sooner terminated pursuant to the
terms of this Agreement. This Agreement may be renewed for two additional three (3)
year terms, with each 3-year term exercisable upon the City and Operator’s mutual
agreement. Operator shall give at least nine (9) months’ notice to Owner prior to the
then-term’s termination date if it does not wish to renew or of any changes in terms it
may request for renewal. Owner shall have six (6) months to respond and/or negotiate
with Operator regarding any such purposed changed terms.
Section 1.3 - Relationship of the Parties. Operator has been retained by Owner as
an independent contractor to operate, maintain and manage the Project on behalf of
Owner, in accordance with Prudent Utility Practice and the requirements of the
applicable Project Agreements and Laws. Owner has delegated to Operator overall
responsibility for operating, maintaining and managing the Project to ensure that the
Project is available to produce electric energy for sale by Owner and meets all
requirements under the applicable Project Agreements. Neither Operator nor any of its
employees, subcontractors or agents shall be deemed to have any other status, except that
Operator is the agent of Owner to the limited extent that this Agreement expressly grants
Operator the authority to act on behalf of Owner.
Section 1.4 - Representatives. Owner and Operator shall each designate a
representative ("Designated Representative") to act on its behalf in overseeing the
performance of this Agreement. Owner and Operator may change their respective
Designated Representatives upon written notice to the other party given as provided in
this Agreement. Designated Representatives shall be the primary means for
communication and all other interactions between Owner and Operator that are required
under this Agreement. Designated Representatives shall each use best efforts to
cooperate and communicate in a timely manner.
ARTICLE 2
DEFINITIONS
Section 2.1 - Definitions. Unless otherwise required by the context in which a
defined term appears, the following terms shall have the meanings specified in this
Article 2. Terms that are defined in other Articles shall have the meanings given to them
in those Articles.
