"Services" has the meaning set forth in Article 3.1.
ARTICLE 3
SERVICES
Section 3.1 - Scope of Services. Operator shall (i) operate, maintain and manage
the Project on behalf of Owner as described in this Agreement, including Appendix A
and (ii) also perform the specific duties set forth in this Agreement if they are not
otherwise required by the standards defined in Section 3.2 (collectively, “Services”).
Section 3.2 - Standards for Performance of the Services. Operator shall perform the
Services, in a prudent, reasonable, and efficient manner and in accordance with (i)
Operating Manuals and applicable vendor warranties, (ii) the applicable Annual Project
Operating Plan and Annual Budget, (iii) all applicable Laws, (iv) Prudent Utility
Practices, (v) the Project Agreements, and (vi) all insurance policies specified in Article 9
of this Agreement. Operator shall use all reasonable efforts to optimize the useful life of
the Project and to minimize Reimbursable Costs and Project outages or other
unavailability.
Section 3.3 - Operator's Personnel Standards. Operator shall provide as
reasonably necessary all labor and professional, supervisory and managerial personnel as
are required to perform the Services. Such personnel shall be qualified to perform the
duties to which they are assigned and shall meet any requirements for Project personnel
under the Project Agreements. All individuals employed by Operator to perform the
Services shall be employees of Operator, and their working hours, rates of compensation
and all other matters relating to their employment shall be determined solely by Operator
(subject to Owner's approval rights with respect to the Annual Budget). With respect to
labor matters, hiring personnel, and employment policies, Operator shall comply with all
applicable Laws. Operator also shall act in a reasonable manner that is consistent with
the intent and purpose of this Agreement and with Operator’s acknowledgment (hereby
given) that Operator has no authority to enter into any contracts with respect to labor
matters that purport to bind or otherwise obligate Owner.
Section 3.4 - Compliance. Operator shall comply with all Laws applicable to the
operation, maintenance and management of the Project and the performance of the
Services. Operator shall apply for and obtain, and Owner shall provide reasonably
necessary assistance to Operator in applying for and obtaining, all necessary permits,
licenses and approvals (and renewals of the same) required to allow Operator to perform
the Services in the jurisdictions where the Services are to be performed. Operator shall
assist Owner, to secure exemptions, permits, licenses, and approvals (and renewals of the
same) that Owner is required or desires to obtain from or file with any governmental
agency regarding the Project. Operator shall also assist Owner in connection with
Owner's compliance with reporting requirements under the Project Agreements,
applicable Laws or any other agreement to which Owner is a party relating to the Project.
