Testing. COD Generator Capacity Test. Prior to the Off-Island Generator Commercial Operation Date, Seller shall conduct a Generator Capacity Test in accordance with NYISO Rules, Off-Island ISO Rules, and Appendix 2 to establish that the Generator Capacity is not less than the Dedicated Capacity commencing on the Off-Island Generator Commercial Operation Date, even if the date of such test does not fall within a NYISO Capability Period Test Window. In such event, the Generator Capacity shall be revised based on the results of such test conducted by Seller as required by NYISO Rules and any deficiency charges shall be Seller’s sole responsibility. Transmission Capacity Test. Prior to the Controllable Cable Commercial Operation Date, Seller shall conduct a Transmission Capacity Test as set forth in Section 3.15(i). Post-COD Capacity Tests. In each Contract Capability Period, Seller shall conduct or cause to be conducted a Generator Capacity Test in accordance with NYISO Rules, and Off-Island ISO Rules, as more fully described in Appendix 2, to demonstrate that the Generator Capacity is not less than the Dedicated Capacity. Seller shall also conduct Periodic Tests for the Controllable Cable as set forth in Section 3.15(ii). Notice of Tests. A Party requesting or performing any Testing shall provide written notice thereof to the other Party, which shall be the lesser of seven (7) Days or the requisite notice period set forth under then applicable NYISO Rules or Off-Island ISO Rules. Buyer shall have the right to attend, observe and receive the results of all tests. Seller shall provide to Buyer the results of each test no later than five (5) Business Days after the performance of such test. Reporting. Seller shall regularly report all such operating and test data as the NYISO shall require of Installed Capacity Suppliers and other sellers of Products.
. Seller shall be responsible to pay for and provide any and all emissions allowances or offsets required to operate the Off-Island Generator under existing Legal Requirements, including emissions allowances, credits, rights or offsets for NOx, SOx, CO2 or other criteria pollutants required under applicable Consents, provided, any new or increased Legal Requirements adopted or enacted after the Effective Date shall be addressed as a “Change of Law” in accordance with Section 14.2.
Notice of EPC Contracts Execution
. Seller shall provide Buyer with prompt written notice of the execution of the EPC Contracts.
Obtaining Consents
. Seller shall perform the necessary analyses, studies and other activities and make all necessary applications and proceed in an expeditious manner to obtain all Consents that will allow for development and commercial operation of the Off-Island Generator and Controllable Cable by the Project COD Target Date. Seller shall immediately notify Buyer of any events that may reasonably be expected to change in any material manner the Projects or that adversely affect Seller’s ability to achieve Commercial Operation on or before the Project COD Target Date. Within ten (10) Days after the end of each Month prior to the time when all Minimum Required Consents are received, Seller shall deliver a written report to Buyer describing the progress of activities to obtain Minimum Required Consents, including any events of material significance to Seller’s ability to develop the Projects or achieve Commercial Operation by the Project COD Target Date.
Design and Development
. Seller shall design and develop, or cause to be designed and developed, the Projects in a manner so as to conform in all material respects with:
The description of the Projects set forth in Appendix 1;
All applicable Legal Requirements;
Prudent Utility Practices; and
Consents.
The Off-Island Generator shall be designed and developed in such a manner that it will provide and maintain at least the Dedicated Capacity and that the useful life of the Off-Island Generator shall be at least equal to the Extended Term. The Controllable Cable shall be designed and developed in such a manner that it will provide and maintain the Design Cable Capacity and that the useful life of the Controllable Cable shall be at least equal to the Extended Term. Except as otherwise provided under Sections 3.9 and 3.11, Seller shall not make any material changes to the Projects (unless required by Legal Requirements) that may be expected to adversely affect the performance of Seller’s obligations under this Agreement.
Construction of the Projects
. Seller shall proceed with engineering, construction and implementation of the Projects using Prudent Utility Practices and in a manner that will allow for achievement of the Project COD by the Project COD Target Date. Seller shall notify Buyer immediately of any events which may reasonably be expected to adversely affect Seller’s ability to achieve Commercial Operation by the Project COD Target Date. Within ten (10) Days after the end of each Month during the construction phase of the Projects, Seller shall deliver a written report to Buyer describing the progress of construction of the Projects, including any events of material significance to Seller’s ability to meet the Project COD Target Date.
. The Parties shall cooperate to make all arrangements, execute all agreements, and take other action necessary to cause the Long Island Electric Interconnection Facilities and Off-Island Electric Interconnection Facilities to be completed within [__] Days prior to the Project COD Target Date. Under the terms of the Interconnection Agreements, Seller is responsible for (a) the cost and expense associated with the construction, operation and maintenance of the Developer Attachment Facilities, (b) the cost and expense associated with the construction of the Connecting Transmission Owner’s Attachment Facilities, the System Upgrade Facilities and the System Deliverability Upgrades, and (c) all costs for interconnecting the Off-Island Generator and Controllable Cable. The Connecting Transmission Owner is responsible for the construction, operation and maintenance of the Connecting Transmission Owner’s Attachment Facilities, the System Upgrade Facilities and the System Deliverability Upgrades. Buyer shall reimburse Seller for the costs paid or incurred by Seller for the capital costs of the Connecting Transmission Owner’s Attachment Facilities, the System Upgrade Facilities and the System Deliverability Upgrades on Connecting Transmission Owner’s Electric System pursuant to invoices submitted by Seller under and otherwise in accordance with Article 6. For the avoidance of doubt, Seller is responsible for the cost and expense associated with operations and maintenance of the Connecting Transmission Owner’s Attachment Facilities, the System Upgrade Facilities and the System Deliverability Upgrades without reimbursement by Buyer. [PROPOSER TO INSERT THE NUMBER OF DAYS]
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