Common use of O&M Agreement Clause in Contracts

O&M Agreement. The Parties agree to negotiate in good faith to finalize by the Document Completion Date, and prior to the Closing Date execute and deliver an agreement (“O&M Agreement”) for the performance by an Affiliate of Ashtabula III (“O&M Provider”) of certain operation and maintenance services (“O&M Services”) for the Ashtabula III Project as described in Schedule B attached hereto. The O&M Agreement shall be in substantially the same form as that which was entered into by FPL Energy Operating Services, Inc. and OTP, effective as of October 9, 2008 (as amended and/or restated as of the Effective Date, the “Ashtabula I O&M Agreement”), and shall contain the following terms and conditions: (i) The O&M Provider shall perform the O&M Services for five (5) years from the Closing Date, subject to OTP’s right to terminate for convenience on 60 days’ notice. (ii) All costs incurred by the O&M Provider shall be allocated on a “Pro Rata Share” basis (as defined in the Ashtabula I O&M Agreement), as amended to reflect OTP’s ownership in the Ashtabula III Project. (iii) In addition to reimbursement of costs, OTP shall pay the O&M Provider an annual fee equal to $[**], subject to annual escalation for changes in an agreed index of inflation, substantially similar to the escalation of the annual fee provided for in the Ashtabula I O&M Agreement. (iv) The total aggregate liability of O&M Provider to OTP for all liability arising out of or in connection with the O&M Agreement shall be as set forth in Section 9.3 of the Ashtabula I O&M Agreement. (v) The O&M Provider’s obligations under the O&M Agreement shall be conditioned upon closing of the acquisition of the Ashtabula III Project.