THE BENEFIT OF THE OWNERS PRO RATA (IN ACCORDANCE WITH THEIR RESPECTIVE
OWNERSHIP INTERESTS) AND WITHOUT ADVERSE DISTINCTION BETWEEN THE OWNERS.
IN
FURTHERANCE AND NOT IN LIMITATION OF THE IMMEDIATELY PRECEDING SENTENCE, THE
OPERATOR AGREES TO TRANSFER, ASSIGN, DISTRIBUTE, PAY OVER OR OTHERWISE MAKE
AVAILABLE TO THE NON-OPERATING OWNER, THE NON-OPERATING OWNER'S PRO RATA SHARE
(BASED ON ITS OWNERSHIP INTEREST) IN ANY PAYMENTS OR PROCEEDS OBTAINED PURSUANT
TO ANY TRANSMISSION FACILITIES CONTRACT.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, THE OWNERS AGREE THAT ONLY THE OPERATOR
SHALL BE ENTITLED TO EXERCISE OR ENFORCE IDAHO POWER'S BENEFITS, RIGHTS AND
REMEDIES UNDER THE TRANSMISSION FACILITIES CONTRACTS.
5.03
Standard of Work.
The Operator shall perform all of its
obligations under this Agreement as an independent contractor and in accordance
with Good Utility Practice and applicable Governmental Requirements and
Governmental Authorizations and without adverse distinction between the Owners.
5.04
Delegation of Responsibilities.
The Operator may, in its sole and
absolute discretion, delegate all or a portion of its obligations under this
Agreement to one or more Persons (each, a "Delegate").
Notwithstanding any such
delegation, the Operator shall remain responsible and liable for all such
delegated obligations in accordance with the terms of this Agreement.
5.05
Governmental Authorizations.
(A)
THE OPERATOR IS AUTHORIZED TO PREPARE AND SUBMIT TO ALL
APPROPRIATE GOVERNMENTAL AUTHORITIES THE NECESSARY REPORTS, APPLICATIONS, PLANS,
SPECIFICATIONS AND OTHER DOCUMENTS TO PROCURE ALL GOVERNMENTAL AUTHORIZATIONS
REQUIRED TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE
TRANSMISSION FACILITIES OR TO COMPLY WITH GOVERNMENTAL REQUIREMENTS, PROVIDED
THAT THE OPERATOR SHALL CONSULT WITH THE OWNERS PRIOR TO THE SUBMISSION OF ANY
SUCH REPORTS, APPLICATION, PLANS, SPECIFICATION AND OTHER DOCUMENTS.
TO THE
EXTENT PERMITTED BY GOVERNMENTAL REQUIREMENTS, THE OPERATOR SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AND STRUCTURE ALL GOVERNMENT
AUTHORIZATIONS FOR WHICH IT APPLIES AFTER THE EXECUTION DATE IN SUCH A WAY AS TO
RECOGNIZE EACH OWNER'S APPLICABLE OWNERSHIP INTERESTS AND CAPACITY SHARE AS
CONTEMPLATED BY THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, NOTHING IN SECTION 5.05 SHALL OBLIGATE THE OPERATOR TO PREPARE
AND SUBMIT TO APPROPRIATE GOVERNMENTAL AUTHORITIES ANY REPORTS, APPLICATIONS,
PLANS, SPECIFICATIONS AND OTHER DOCUMENTS TO PROCURE ANY GOVERNMENTAL
AUTHORIZATIONS REQUIRED BY THE OWNERS IN CONNECTION WITH THEIR OWNERSHIP OF AN
OWNERSHIP INTEREST IN THE TRANSMISSION FACILITIES OR THE RECOVERY OF ANY COSTS
AND EXPENSES IN CONNECTION THEREWITH.
(b)
To the extent that the Operator cannot obtain a Governmental
Authorization pursuant to Section 5.05(a) on behalf of one or both of the
Owners, each such Owner shall:
(i) be responsible for preparing and submitting
to the appropriate Governmental Authority the necessary reports, applications,
plans, specifications and other documents to
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PROCURE SUCH GOVERNMENTAL AUTHORIZATION; AND (II) EXERCISE ALL COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN SUCH GOVERNMENTAL AUTHORIZATION.
UNLESS AND UNTIL
THE OWNER OR OWNERS ARE ABLE TO OBTAIN SUCH GOVERNMENTAL AUTHORIZATIONS, THE
OPERATOR SHALL NOT PERFORM OR CONTINUE TO PERFORM ANY OF THE CONSTRUCTION
PROJECT IF TO DO SO WOULD RESULT IN THE OWNER OR OWNERS