Off-island ppa



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Role of Buyer


. Subject to the terms of this Agreement, and during the Term, Buyer shall, at its sole cost and expense:

      1. Receive and pay for Products on the terms and conditions set forth herein and pay all other charges required of Buyer pursuant to this Agreement;

      2. Schedule deliveries of Energy on the Controllable Cable;

      3. Bid Products into NYISO Markets, as appropriate, in accordance with Buyer’s needs and NYISO Rules;

      4. Deliver to Seller its legal counsel’s opinion, in form and substance satisfactory to Seller, that this Agreement has been duly and validly executed and delivered by Buyer, and that this Agreement constitutes a legal, valid, and binding obligation of Buyer enforceable against it in accordance with its terms, except for the customary exceptions;

      5. Maintain a valid Off-Island Market Participant Services Agreement as required for the purchase of Products for the Term;

      6. Maintain a valid NYISO Market Participant Services Agreement;

      7. Cause the Connecting Transmission Owner to (a) enter into the Long Island Interconnection Agreement, and (b) construct the Connecting Transmission Owner’s Attachment Facilities, System Upgrade Facilities and System Deliverability Upgrades; and

      8. Reimburse Seller for its payment of the costs and expense of the capital costs associated with the Connecting Transmission Owner’s Attachment Facilities, System Upgrade Facilities and System Deliverability Upgrades on Connecting Transmission Owner’s Electric System as set forth in Section 3.12.

    1. FERC Agreement; Regulatory Review


. Each Party agrees that, except with the prior written consent of the other Party, the Party or its Affiliates will not institute or voluntarily cooperate in the institution or conduct of any action or proceeding of the FERC under Section 205, Section 206 or any other portion of the Federal Power Act, which action or proceeding is intended for the purpose of, or could reasonably be expected to have the effect of, changing the terms of this Agreement then in effect; provided, Seller shall have the right to file this Agreement with FERC and seek acceptance thereof in accordance with Section 205 of the Federal Power Act. Without limiting the foregoing, the Parties agree that the rates and terms and conditions for service specified herein shall remain in effect for the Term and shall not be subject to change through application to FERC pursuant to provisions of Section 205 or 206 of the Federal Power Act, absent written agreement of the Parties.

    1. Costs and Charges Related to Products.

      1. Seller shall be responsible for (a) any costs or charges on or with respect to the Products from the Off-Island Generator arising prior to the Off-Island Withdrawal Point, and (b) paying or causing to be paid all Taxes imposed by any Governmental Authority (“Governmental Charges”), on or with respect to the Products from the Off-Island Generator arising prior to the Off Island Withdrawal Point. Buyer shall be responsible for (x) any costs or charges on or with respect to the Products from the Off-Island Generator at and from the Off-Island Withdrawal Point, and (y) paying or causing to be paid all Governmental Charges, on or with respect to the Products from the Off-Island Generator at and from the Off-Island Withdrawal Point (other than ad valorem, franchise or income taxes which are related to the sale of the Products to Buyer and are, therefore, the responsibility of Seller).

      2. Seller shall be responsible for (a) any costs or charges on or with respect to the Products with respect to the Controllable Cable arising prior to the Cable Delivery Point, and (b) paying or causing to be paid all Governmental Charges on or with respect to the Products with respect to the Controllable Cable arising prior to the Cable Delivery Point. Buyer shall be responsible for (x) any costs or charges on or with respect to the Products with respect to the Controllable Cable at and from the Cable Delivery Point, and (y) paying or causing to be paid all Governmental Charges, on or with respect to the Products with respect to the Controllable Cable from the Cable Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of Products to Buyer and are, therefore, the responsibility of Seller).

      3. In the event either Party is required by Legal Requirements to remit or pay Governmental Charges which are the other Party’s responsibility hereunder, the Party required to pay shall promptly reimburse the other Party for such Governmental Charges.




  1. SALE OF DEDICATED CAPACITY, ENERGY AND ANCILLARY SERVICES

    1. Obligations


. Commencing on the Project COD and continuing through the Base Term and the Extended Term, if applicable, Seller shall sell and make available to Buyer the Dedicated Capacity, the Contract Energy, Ancillary Services and Buyer Firm Transmission Capacity. Buyer shall purchase and receive all such Products in the manner set forth under this Agreement upon achievement of the conditions set forth in Sections 3.3 and 3.4. Seller’s failure to make available to Buyer such Products in the manner and time for which this Agreement provides shall give Buyer the right to terminate this Agreement as a Seller Event of Default as set forth in Article 12.

    1. Agreement to Sell and Purchase


. Following the Project Commercial Operation Date, except during the occurrence of an Excused Outage, Seller shall make available Products to Buyer in accordance with the terms of this Agreement (including as specifically set forth in Article 8), and Buyer agrees to compensate Seller therefore in accordance with the terms of this Agreement; provided that, Buyer shall not be obligated to pay Seller for Dedicated Capacity until such time as Buyer receives credit for such Dedicated Capacity pursuant to NYISO Rules.


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