Off-island ppa

APPENDIX 2

Tests

1. Generator Capacity Test

The results of each DMNC test conducted in accordance with NYISO Rules and Off-Island ISO Rules for each Summer Capability Period or Winter Capability Period, as adjusted to ISO Conditions, will be used to determine the Generator Capacity for the Month in which such test occurs and continuing until the next Generator Capacity Test under NYISO Rules and Off-Island ISO Rules; provided, however, that if the Off-Island Generator is re-tested and the Generator Capacity of the Off-Island Generator is re-determined for NYISO purposes in accordance with the applicable NYISO Rules and Off-Island ISO Rules at any time prior to the next required NYISO Contract Capacity Test, such re-test results, as adjusted to ISO Conditions, shall be used to determine Generator Capacity for the Month in which such re-test occurs and continuing until the next succeeding Generator Capacity Test under NYISO Rules and Off-Island ISO Rules.
The DMNC procedures in effect under NYISO Rules and Off-Island ISO Rules from time to time shall be the test used to establish the Generator Capacity, provided if NYISO Rules and Off-Island ISO Rules are amended or discontinued such that no equivalent test procedures are included, the Parties will utilize the last set of procedures in such NYISO Rules and Off-Island ISO Rules prior to such amendment or discontinuance.
If a material change occurs to any DMNC test procedures as established by the NYISO and Off-Island ISO which makes it impossible or impracticable for the Parties to utilize such test procedures to establish Generator Capacity, or which imposes a material hardship upon or deprives a Party of a material benefit of the Agreement, then the Parties agree to use the DMNC test procedures as they existed prior to such material change or alternatively to discuss and agree in good faith upon a replacement set of test procedures that fairly represent the test procedures in effect upon the Execution Date.
[the test will need to include requirements of the NYISO as well as the Off-Island ISO]
2. Transmission Capacity Test

3. Cable Loss Test

4. Other Tests
[PROPOSER TO SPECIFY]

APPENDIX 3

MONTHLY Capacity RATE ($/mw-month)

[Proposer to Specify]

APPENDIX 4

ENERGY PAYMENT

[Proposer to Specify]

APPENDIX 5

Availability Adjustment for Monthly Capacity Payment

For each Month, the Availability Adjusted Contract Rate (in $/MW-month) applicable to that Month will be calculated in accordance with the following formula:

Availability Adjusted Contract Rate = E x F x G x H/I

Where:

E = The Monthly Capacity Rate determined in accordance with Appendix 3 for the current Month (in $/MW-Month).

F = The average Equivalent Availability as defined in Section 5.10 for the twelve (12) Months preceding the current Month. For purposes of this calculation the Equivalent Availability will be adjusted to remove from the numerator of the calculation 50% of the hours the Projects are not available due to a Force Majeure Event. The Equivalent Availability for any Month prior to the Project COD will be deemed to be equal to 100%. “F” shall be no greater than 1.0.

G = (Dedicated Capacity – Cable System Losses)/(Dedicated Capacity – Design Cable Losses). “G” shall be no greater than 1.0.

H = Generator Capacity / Dedicated Capacity (not to exceed 1.0)

I = 95%.

APPENDIX 6

INSURANCE REQUIREMENTS
Commencing with the Effective Date and at all times throughout the Term of this Agreement except as expressly provided below, Seller shall, at its own cost, maintain and cause to be maintained the types and amounts of insurance required by this Appendix 6. Such insurance shall be placed with responsible and reputable insurance companies (i) which have an A.M. Best rating of at least “A” or (ii) which are reasonably acceptable to Buyer. Seller shall give Buyer prompt notice of any material alteration to any of such insurance coverages, but in no event later than thirty (30) Days after it learns of such material alteration.

1. Insurance Policies and Limits:

1.1 Workers’ Compensation/Employer’s Liability:

Workers’ Compensation insurance including coverage for occupational disease, covering all employees in compliance with all applicable state and federal laws, and Employer’s Liability Insurance of not less than $25,000,000 each accident.

1.2 Automobile Liability:

Automobile Liability Insurance covering all owned, non-owned and hired vehicles with a combined single limit for bodily injury and property damage liability in an amount not less than $25,000,000 each accident.

1.3 Third Party Liability:

Third Party Liability insurance on a Commercial, Comprehensive, or similar “occurrence” general liability insurance policy form or AEGIS, or equivalent, claims-first made form, unless otherwise agreed to in writing by Buyer, including coverage for operations of independent contractors; including contractual liability coverage for the indemnity provisions of this Agreement, with a combined single limit for bodily injury, personal injury and property damage liability in amounts no less than $25,000,000 each occurrence and in the aggregate each policy year.

1.4 Business Interruption Insurance:

Business Interruption Insurance covering loss of revenues and/or the increased expense to resume operations attributable to the Projects by reason of total or partial suspension or delay of, or interruption in, the operation of the Projects as a result of damage to or mechanical failure of the Projects, provided that such coverage shall be in a minimum amount required to cover Seller’s continuing or increased expenses for a period of at least six (6) Months.

1.5 Umbrella or Excess Liability:

The limits of insurance specified in the foregoing Sections 1.1 through 1.4 may be satisfied by the purchase the specified limits in the separate policies or with the purchase of Umbrella or Excess Liability insurance which, in combination with the limits of the separate policies provides the total limit required by each type of insurance.

1.6 Additional Insurance:

It is the intent that the insurance requirements of this Appendix 6 represent reasonable and customary minimum requirements that at all times meet or exceed all Legal Requirements and are consistent with generally accepted standards of Prudent Utility Practices. Buyer may determine that other forms or types of insurance, including increased (or reduced) amounts of insurance, may be required or appropriate to substitute for, or secure, the obligations undertaken in the Agreement. Such insurance coverage may include, but not be limited to protection for:

• 
  All risks of loss of or damage to, and for the full replacement value of, all property and equipment of Seller (including without limitation, at all times during the construction, operation, maintenance, and repair of the Project) utilized for or in connection with the Project in accordance with this Agreement.
  
• 
  The costs of continuing expenses and additional expenses necessary to continue operations, insofar as reasonably possible, following loss of or damage to the property and equipment of Seller.
  

2. General Provisions.

2.1 Evidence of Coverage:

Seller shall, within thirty (30) Days following the Effective Date of this Agreement, and within five (5) Days after each reasonable request by Buyer, provide certificates of insurance to Buyer’s insurance consultant for all insurance policies required hereunder.

2.2 Additional Insureds:

With the exception of Workers’ Compensation and Employer’s Liability, Buyer shall be included as an additional insured, and any other party reasonably requested by Buyer shall be named as additional insured for occurrences arising out of or in connection with this Agreement with respect Sections 1.2, 1.3, 1.4 and 1.5 of this Appendix 6, as their interests may appear. With respect to Workers’ Compensation and Employer’s Liability, Buyer and any other party reasonably requested by Buyer, shall be named as Alternate Employer; provided that, Seller’s insurance shall not include coverage for Buyer’s employees or any employee of any other party requested by Buyer.

Such insurance shall be endorsed as follows:

“Such insurance as afforded by this policy for the benefit of [Buyer] shall be primary as respects to any claims, losses, damages, expenses, or liabilities arising out of the [Agreement] between [Seller and Buyer] dated [execution date] and any insurance carried by [Buyer] shall be excess of, and non-contributing with the insurance afforded by this policy.”

2.3 Waiver of Subrogation:

Under each policy under which Buyer is required by this Appendix 6 to be named as an additional insured, Buyer and any other party reasonably requested by Buyer shall be granted waivers of subrogation by insurers providing coverage as required by this Exhibit.

2.4 Severability of Insureds:

Each policy under which Buyer is required by this Appendix 6 to be named as an additional insured shall provide that (i) inclusion of more than one person or organization as insured hereunder shall not in any way affect the rights of any such person or organization as respects any claim, demand, suit or judgment made, brought or recovered, by or in favor of any other insured, or by or in favor of any employee of such other insured, and (ii) each person or organization is protected thereby in the same manner as though a separate policy had been issued to each, but nothing therein shall operate to increase the insurance company’s liability as set forth elsewhere in the policy beyond the amount for which the insurance company would have been liable if only one person or interest had been named as insured.

2.5 Primary Insurance:

Except for Property Insurance, for each policy under which Buyer is required by this Appendix 6 to be named as an additional insured, the insurance coverage required by this Appendix 6 shall be primary insurance with respect to the interests of Buyer and any other party reasonably requested by Buyer; any other insurance maintained by Buyer or such other parties shall be excess and shall not contribute with the insurance required by this Appendix 6.

2.6 Notice of Cancellation:

Seller shall provide Buyer with copies of any notices of cancellation or material alteration of any insurance policy required by this Appendix 6, within thirty (30) Days of receipt of such notice by Seller.

2.7 Deductibles:

Any and all deductible amounts under policies provided by Seller pursuant to this Appendix 6 shall (as between Seller and Buyer) be assumed by, for the account of, and at the sole risk of Seller.

3. Seller Disclosure and Cooperation:

Where Seller is providing insurance coverage for the benefit of Buyer, procuring insurance at the request of Buyer, and/or securing coverage at the expense of Buyer, Seller shall furnish an exact copy of said policies, upon Buyer’s request.

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