Contract analysis

ARTICLE I — DEFINITIONS 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Actual Construction Costs" means the total actual costs incurred by Cooperative and Cooperative's Contractor in connection with the design, engineering, procurement, permitting, and construction of the Line Extension Facilities, including all labor, materials, equipment, subcontractor cost

ARTICLE II — SCOPE OF LINE EXTENSION FACILITIES 2.1 Description of Facilities. Cooperative shall design, engineer, procure, permit, and construct (through Cooperative's Contractor) the Line Extension Facilities, which shall consist of the following: (a) High-Voltage Transmission Line Extension. A high-voltage transmission line extension from Cooperative's existing 230kV system to the Campus Site. The specific route o

ARTICLE III — PERMITS AND APPROVALS 3.1 Cooperative's Permitting Obligations. Cooperative shall be responsible for identifying, applying for, and obtaining all Permits required for the design, construction, installation, testing, energization, and operation of the Line Extension Facilities, at Cooperative's cost and expense (which cost shall be included within the overall budget for the Line Extension Facilities and

ARTICLE IV — FUNDING CONTRIBUTION AND PAYMENT 4.1 Amount of Funding Contribution. Customer shall pay to Cooperative a total Funding Contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the cost of designing, engineering, permitting, and constructing the Line Extension Facilities, in accordance with the Funding Schedule set forth in Section 4.2 and Exhibit B. The Funding Contribution rep

ARTICLE V — DESIGN AND CONSTRUCTION PROCESS 5.1 Design Review. Within sixty (60) days after the Effective Date, Cooperative shall provide Customer with preliminary engineering drawings and specifications for the Line Extension Facilities for Customer's review and comment. Such preliminary engineering drawings shall include, at a minimum, a single-line electrical diagram, proposed transmission line route, substation l

ARTICLE VI — SUBSTATION EASEMENT 6.1 Grant of Easement. Customer shall, contemporaneously with or prior to the execution of this Agreement, execute and deliver the Substation Easement Agreement granting Cooperative a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, installation, operation, maintenance, repair, replacement, and removal of the Dedicated Substation and all asso

ARTICLE VII — TESTING AND ENERGIZATION 7.1 Testing. Prior to energization of the Dedicated Substation, Cooperative shall conduct, or cause Cooperative's Contractor to conduct, comprehensive testing and commissioning of the Line Extension Facilities in accordance with Cooperative's standards, applicable manufacturer recommendations, and industry best practices. Without limiting the generality of the foregoing, testing

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES 8.1 Customer Representations. Customer represents and warrants to Cooperative, as of the Effective Date, as follows: (a) Organization and Good Standing. Customer is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with its formation documents filed with the Virginia SCC. Customer is qualifie

ARTICLE IX — TERM AND TERMINATION 9.1 Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until the later of (a) the Energization Date and the completion of all punch list items in accordance with Section 7.3, and (b) the expiration or earlier termination of the LLSA. Notwithstanding the foregoing, the following provisions of this Agreement shall survive the exp