Ti	=	Operations and Maintenance
1.Ti	=	(a) Conditions Precedent to Facility Completion Date
1.0.sec	=	Seller shall advise BPA in writing when Seller believes that all of the Conditions Precedent have been or will shortly be completed. In so doing, Seller shall provide evidence reasonably requested by BPA of the satisfaction or occurrence of all Conditions Precedent. BPA shall use its best efforts to respond in writing within two (2) Business Days (but in any event shall respond within six (6) Business Days) of Seller’s written notification either confirming to Seller that all of the Conditions Precedent have been satisfied or have occurred or stating with specificity those Conditions Precedent that BPA believes, in good faith, have not been satisfied or have not occurred. BPA’s confirmation shall not be unreasonably withheld or delayed, and BPA’s failure to respond within six (6) Business Days of Seller’s written notification shall be deemed to constitute BPA’s written confirmation to Seller of the satisfaction or occurrence of all Conditions Precedent. The occurrence of each of the following shall be “Conditions Precedent” to the Completion Date:
1.1.sec	=	(1) Seller has certified to BPA in writing that all of the BPA Wind Turbines in the Facility have achieved Commercial Operation and the Commercial Operation Date of each Wind Turbine.
1.2.sec	=	(2) the Facility is in compliance with the Interconnection Facilities Agreement;
1.3.sec	=	(3) certificates of insurance coverages or insurance policies required by Section 16 have been obtained and submitted to BPA;
1.4.sec	=	(4) all construction and testing of the Interconnection Facilities have been completed in accordance with the standards of the Interconnection Facilities Agreement and Good Utility Industry Practices;
1.5.sec	=	(5) Seller is in all material respects in compliance with the terms and conditions of this Agreement; and
1.6.sec	=	(6) Seller has provided BPA with copies of all material land leases and major permits needed to construct and operate the Facility, provided that Seller may delete or remove confidential commercial terms contained therein.
1.	=	[G/Z/ol/s6]
2.Ti	=	(b) Facility Operation and Reliability Standards
2.0.sec	=	Seller shall maintain the Facility in a manner that complies with the rules for safety and reliability set forth in the Interconnection Facilities Agreement and Good Utility Industry Practice. Seller shall comply with all applicable local, state, and Federal laws, regulations, and ordinances, including, but not limited to, all applicable Federal, state, and local environmental laws and regulations presently in effect or which may be enacted during the term of this Agreement. Seller shall staff, control, and operate the Facility consistent at all times with the Operating Procedures referenced below in this Section.
2.1.0.sec	=	(1) Seller shall provide a maintenance schedule for the Facility for the first year of operation at least thirty (30) days prior to the Completion Date. Thereafter, Seller shall submit to BPA annual maintenance schedules no later than October 1 of each year that cover the twelve (12) month period starting January 1 and ending December 31 and a long-term maintenance schedule that will encompass the immediately ensuing four (4) maintenance years. BPA shall provide written notice of any reasonable objections to the proposed annual maintenance schedule within ten (10) Business Days of receipt thereof, and failure to so object shall be deemed approval of the annual maintenance schedule. Seller shall furnish BPA with reasonable advance notice of any change in the annual maintenance schedule. Reasonable advance notice of any change in the annual maintenance schedule involving any shutdown of the entire Facility is as follows:
2.1.1.sec	=	Scheduled Outage Expected Duration	Advance Notice to BPA
2.1.2.sec	=	(1) Less than 2 days at least 24 hours
2.1.3.sec	=	(2) 2 to 5 days at least 7 days
2.1.4.sec	=	(3) Major overhauls (over 5 days) at least 90 days
2.1.	=	[G/Z/ol/s4]
2.2.sec	=	(2) Seller shall not schedule any planned maintenance outages for the entire Facility during any weekday of an On-Peak Month without the prior written approval of BPA not to be unreasonably withheld, delayed or conditioned.
2.3.Ti	=	(c) Operations Record
2.3.sec	=	Seller shall maintain an operations log, which shall include information on the Actual Average Annual Output of the BPA Wind Turbines, planned and unplanned maintenance outages, circuit breaker trip operations requiring a manual reset, partial deratings of equipment, and any other significant event related to the operation of the BPA Wind Turbines. The operations record shall be available for inspection by BPA upon reasonable advance request, and Seller shall make the data available on a real-time basis by remote access to BPA, if BPA acquires the necessary equipment and software license to process the data by remote access.
2.4.Ti	=	(d) Monthly Reports
2.4.sec	=	Seller shall provide to BPA a monthly report, by no later than thirty (30) days after the end of each calendar month, with such information and in such form as BPA shall reasonably request, by electronic mail and in hard copy, regarding the operations of the BPA Wind Turbines. Each monthly report shall include: all reporting information maintained in the operations record; data on the wind during the month, a comparison of the available wind energy compared to the actual wind energy generated during the month, and hourly output of the BPA Wind Turbines. The monthly report shall also include an estimate of monthly output for the calendar year and such other information related to the operation of the BPA Wind Turbines that BPA reasonably requests.
2.5.Ti	=	(e) Operating Committee and Operating Procedures
2.5.1.sec	=	(1) BPA and Seller shall each appoint one delegate and one alternate delegate to act on matters relating to the operation of the BPA Wind Turbines under this Agreement. Such delegates shall constitute the Operating Committee. The Parties shall notify each other in writing of such appointments and any changes thereto. The Operating Committee shall have no authority to modify the terms or conditions of this Agreement.
2.5.2.sec	=	(2) The Operating Committee shall, acting reasonably, develop mutually agreeable written operating procedures (“Operating Procedures”) in draft form no later than thirty (30) days prior to the expected Completion Date. Operating Procedures shall include, but not be limited to: method of day-to-day communications; metering, telemetering, telecommunications, and data acquisition procedures; operating and maintenance scheduling and reporting; operations log; and such other matters as may be mutually agreed upon by the Parties. The agreed upon Operating Procedures shall be provided and distributed within ninety (90) days following the Completion Date.
2.5.	=	[G/Z/ol/s2]
2.	=	[G/Z/ol/5]
	=	[G/Z/ol/2]