(a) The Company shall devise and implement Operating Procedures for the Facilities consistent with Prudent Utility Practice that incorporate the operating and maintenance procedures specified or recommended by equipment suppliers and manufacturers and that will enable the Company to comply with Schedule 14 (Operating Procedures) and Schedule 15 (Service Quality Requirements).
(b) The Company shall submit the Operating Procedures to the Agency not later than one hundred eighty (180) Days before the expected Provisional Operations Start Date. The Agency shall review and may comment on the Operating Procedures following the same steps provided in Section 5.5.2 (Review and Comment).
(c) No later than one hundred eighty (180) Days before the earlier of the Required Operations Start Date and Operations Start Date:
(i) and every twelve months thereafter, the Company shall prepare and deliver to the Agency an operating plan containing its business plan for the next twelve months, its organizational and management structure (and of its subcontractor, as applicable), and its detailed plans for operation, maintenance and renewal of the Facilities, provision of Services and handling of and recovery from operations disruptions; and
(ii) the Company shall prepare and deliver to the Agency detailed manuals for the maintenance, repair and renewal of the railway vehicles, stations, tracks and other components of the Facilities in accordance with Prudent Industry Practice, relevant Consents and the requirements of this Agreement. The Company shall consult the Authority in preparing the manuals and shall take into consideration the Authority's comments.
(d) If the Agency wishes to change the Operating Procedures for the Facilities after acceptance is given pursuant to this Section 6.2.1 (Submission of Operating and Maintenance Procedures):
(i) the Agency shall submit to the Company a written notice of the proposed changes and reasons therefor;
(ii) the Company shall respond in writing within [●] Days from receipt of the notice and specify its estimate of the financial consequences of the proposed change, and the impact on the Project Milestone Schedule;
(iii) the change shall be made only if (A) the Agency has agreed in writing to bear the financial consequences thereof and grant any necessary extension of the applicable part of the Project Milestone Schedule; and (B) that the change complies with the Service Quality Requirements, Prudent Utility Practice, and operating and maintenance procedures specified or recommended by equipment suppliers and manufacturers and that will enable the Company to comply with Schedule 14 (Operating Procedures).
(e) If the Company wishes to change the Operating Procedures for the Facilities after acceptance is given by the Agency pursuant to Section 6.2.1 (Submission of Operating and Maintenance Procedures):
(i) the Company shall submit to the Agency a written notice of the proposed changes, reasons therefor, the extent to which it complies with the Service Quality Requirements, Prudent Utility Practice, and operating and maintenance procedures specified or recommended by equipment suppliers and manufacturers, its estimate of the financial consequences of the proposed change, and the impact on the Project Milestone Schedule[, Design Timetable and Works Timetable].
(iv) the Company shall be entitled to make the proposed changes, at its own cost, if such changes do not, or are not likely to, have a material adverse effect on the cost or quality of the Works, or the Project Milestone Schedule[, Design Timetable or Works Timetable]; provided, that notice to that effect is given to the Agency.
(v) the Agency may reject the proposed changes if such changes have, or are likely to have, a material adverse effect on the cost or quality of the Works, or the Project Milestone Schedule[, Design Timetable or Works Timetable]. The Agency shall not have the option to reject the proposed changes if (A) the Company undertakes to bear the financial consequences of the change including the consequences of any delay (such as liquidated damages); (B) the proposed changes do not contemplate a delay in the commencement of the Services later than the Required Operations Start Date; (C) the Company provides the Agency with assurances or security for such obligations upon terms, and from a person, reasonably acceptable to the Agency; and (D) the changes do not breach the Design and Technical Specifications, Service Quality Requirements, Prudent Utility Practice and other requirements of this Agreement.
(f) The Party proposing to change the Operating Procedures for the Facilities shall send a copy of the notice described in Section 6.2.1(d)(i) and 6.2.1(e)(i) to the Independent Verifier at the same time as it sends the proposal to the other Party, and shall ensure that the Independent Verifier receives copies of all other papers and communications in that respect.