Common use of Disadvantaged Community Commitments Clause in Contracts

Disadvantaged Community Commitments. The Parties acknowledge the importance of designing the relevant investments made by the Selected Project to provide benefits to and reduce burdens on Disadvantaged Communities in accordance with the PSC’s “Order Adopting Modifications to the Clean Energy Standard”.9 Consistent with this goal: (a) Seller agrees to fulfill all specific Disadvantaged Community Commitments identified in the Proposal, which shall include: [Include description of each Disadvantaged Community Commitment contained in the Proposal] (b) With NYSERDA’s consent, Seller may substitute a Disadvantaged Community Commitment identified in Section 6.05(a) with a substitute Disadvantaged Community Commitment of equal or greater value to Disadvantaged Community(ies) in New York State. (c) Should Seller fail to fulfill any Disadvantaged Community Commitment it is obligated to fulfill under Section 6.05(a) or 6.05(b), Seller shall make payment to NYSERDA in the amount of the unfulfilled dollar value of such commitment, or propose a replacement Disadvantaged Community Commitment in the event that there is no dollar value associated with such commitment, no later than sixty (60) days after the 9 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). Selected Project commences Commercial Operation Date or the date identified in such commitment, whichever is later. (d) Seller intends to make investments in New York State to help ensure that members of Disadvantaged Communities share in the Economic Benefits that will be generated as a result of this Agreement. Seller will make reasonable efforts to ensure that members of Disadvantaged Communities are apprised of employment opportunities in connection with the Selected Project and to put in place processes to ensure that businesses in Disadvantaged Communities have the opportunity and awareness to compete for contracting opportunities and, to advance the interests of Disadvantaged Communities when making the investments set out in Exhibit D of this Agreement in accordance with Section 12.01(c). In connection with such activities and obligations, Seller shall conduct ongoing stakeholder and community engagement must agree to coordinate with NYSERDA throughout implementation of the Selected Project to reasonably align the investments and associated benefits claimed with NYSERDA’s broader approach for the delivery, measurement, tracking, and reporting of benefits to Disadvantaged Communities, pursuant to the provisions of the Climate Leadership and Community Protection Act. (e) As part of the quarterly progress reports described in Section 6.02, Seller shall describe the activities undertaken in accordance with this Section 6.05 associated with Disadvantaged Communities.

Disadvantaged Community Commitments. The Parties acknowledge the importance of designing the relevant investments made by the Selected Project to provide benefits to and reduce burdens on Disadvantaged Communities in accordance with the PSC’s “Order Adopting Modifications to the Clean Energy Standard”.9 Standard”.8 Consistent with this goal: (a) : Seller agrees to fulfill all specific (directly or indirectly through an Affiliate or third party) the following Disadvantaged Community Commitments identified in Commitments, from and after the Proposal, which shall includeEconomic Benefits Start Date: [Include description of each Disadvantaged Community Commitment contained in the Proposal] (b) With NYSERDA’s consentconsent (which shall not be unreasonably withheld, conditioned, or delayed), Seller may substitute a Disadvantaged Community Commitment identified in Section 6.05(a) with a substitute Disadvantaged Community Commitment of equal or greater value to Disadvantaged Community(ies) in New York State. . A community that meets the definition of a Disadvantaged Community as of the Effective Date will constitute a Disadvantaged Community for purposes of the Disadvantaged Community Commitments set forth in clauses (cii) and (iii) of Section 6.05(a). Should Seller fail to fulfill any Disadvantaged Community Commitment it is obligated to fulfill under Section 6.05(a) or 6.05(b), unless addressed through a cure pursuant to Section 12.02 of this Agreement, Seller shall make payment to NYSERDA in the amount of the unfulfilled dollar value of such commitmentapplicable Unfulfilled Dollar Value, or propose a replacement Disadvantaged Community Commitment in the event that there is no dollar value associated with such commitmentof equivalent value, no later than sixty (60) days after the 9 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). Selected Project commences Commercial Operation Date or the date identified in such commitment, whichever is later. . Any payment to NYSERDA or replacement Disadvantaged Community Commitment made pursuant to this section shall be eligible to count towards meeting Seller’s Economic Benefits commitments under this Agreement. For the avoidance of doubt, (di) any Economic Benefits associated with any replacement Disadvantaged Community Commitment made pursuant to this section shall be eligible to count as Verified Total Dollars and subcategories thereof to the extent such investment meets the definition of Verified Total Dollars or an applicable subcategory thereof and (ii) any payment made pursuant to this section shall be eligible to count as Verified Total Dollars and, to the extent meeting the definition thereof, Verified Near-Term Dollars. If Seller fails to make a specific investment that is listed in both Section 6.05(a) and Section 6.06(b), (i) Seller’s payment of the applicable Unfulfilled Dollar Value of that specific investment shall satisfy both Section 6.05(c) and Section 6.06(d) without the need for a second duplicate payment, and (ii) any single replacement investment that constitutes both a Disadvantaged Community Commitment and a Supply Chain Investment shall satisfy both Section 6.05(c) and Section 6.06(d) without the need for a second replacement investment. Seller intends to make investments in New York State to help ensure that members of Disadvantaged Communities share in the Economic Benefits that will be generated as a result of this Agreement. Seller will make reasonable efforts to ensure that members of Disadvantaged Communities are apprised of employment opportunities in connection with the Selected Project and to put in place processes to ensure that businesses in Disadvantaged Communities have the opportunity and awareness to compete for contracting opportunities and, to advance the interests of Disadvantaged Communities when making the investments set out in Exhibit D of this Agreement in accordance with Section 12.01(c). In connection with such activities and obligations, Seller shall conduct ongoing stakeholder and community engagement and must agree to coordinate with NYSERDA throughout implementation of the Selected Project to reasonably align the investments and associated benefits claimed with NYSERDA’s broader approach for the delivery, measurement, tracking, and reporting of benefits to Disadvantaged Communities, pursuant to the provisions of the Climate Leadership and Community Protection Act. (e) . As part of the quarterly progress reports described in Section 6.02, Seller shall describe the activities undertaken in accordance with this Section 6.05 associated with Disadvantaged Communities.

Disadvantaged Community Commitments. The Parties acknowledge the importance of designing the relevant investments made by the Selected Project to provide benefits to and reduce burdens on Disadvantaged Communities in accordance with the PSC’s “Order Adopting Modifications to the Clean Energy Standard”.9 Consistent with this goal: (a) : Seller agrees to fulfill all specific Disadvantaged Community Commitments identified in the Proposal, which shall include: [Include description of each Disadvantaged Community Commitment contained in the Proposal] (b) ] With NYSERDA’s consent, Seller may substitute a Disadvantaged Community Commitment identified in Section 6.05(a) with a substitute Disadvantaged Community Commitment of equal or greater value to Disadvantaged Community(ies) in New York State. (c) . Should Seller fail to fulfill any Disadvantaged Community Commitment it is obligated to fulfill under Section 6.05(a) or 6.05(b), Seller shall make payment to NYSERDA in the amount of the unfulfilled dollar value of such commitment, or propose a replacement Disadvantaged Community Commitment in the event that there is no dollar value associated with such commitment, commitment no later than sixty (60) days after the 9 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). Selected Project commences Commercial Operation Date or the date identified in such commitment, whichever is later. (d) . Seller intends to make investments in New York State to help ensure that members of Disadvantaged Communities share in the Economic Benefits that will be generated as a result of this Agreement. Seller will make reasonable efforts to ensure that members of Disadvantaged Communities are apprised of employment opportunities in connection with the Selected Project and to put in place processes to ensure that businesses in Disadvantaged Communities have the opportunity and awareness to compete for contracting opportunities and, to advance the interests of Disadvantaged Communities when making the investments set out in Exhibit D of this Agreement in accordance with Section 12.01(c). In connection with such activities and obligations, Seller shall conduct ongoing stakeholder and community engagement must agree to coordinate with NYSERDA throughout implementation of the Selected Project to reasonably align the investments and associated benefits claimed with NYSERDA’s broader approach for the delivery, measurement, tracking, and reporting of benefits to Disadvantaged Communities, pursuant to the provisions of the Climate Leadership and Community Protection Act. (e) As part of the quarterly progress reports described in Section 6.02, Seller shall describe the activities undertaken in accordance with this Section 6.05 associated with Disadvantaged Communities.

Disadvantaged Community Commitments. The Parties acknowledge the importance of designing the relevant investments made by the Selected Project to provide benefits to and reduce burdens on Disadvantaged Communities in accordance with the PSC’s “Order Adopting Modifications to the Clean Energy Standard”.9 Standard”.11 Consistent with this goal: (a) : Seller agrees to fulfill all specific Disadvantaged Community Commitments identified in the Proposal, which shall include: [Include description of each Disadvantaged Community Commitment contained in the Proposal] (b) ] With NYSERDA’s consent, Seller may substitute a Disadvantaged Community Commitment identified in Section 6.05(a) with a substitute Disadvantaged Community Commitment of equal or greater value to Disadvantaged Community(ies) in New York State. (c) . Should Seller fail to fulfill any Disadvantaged Community Commitment it is obligated to fulfill under Section 6.05(a) or 6.05(b), Seller shall make payment to NYSERDA in the amount of the unfulfilled dollar value of such commitment, or propose a replacement Disadvantaged Community Commitment in the event that there is no dollar value associated with such commitment, no later than sixty (60) days after the 9 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). Selected Project commences Commercial Operation Date or the date identified in such commitment, whichever is later. (d) . Seller intends to make investments in New York State to help ensure that members of Disadvantaged Communities share in the Economic Benefits that will be generated as a result of this Agreement. Seller will make reasonable efforts to ensure that members of Disadvantaged Communities are apprised of employment opportunities in connection with the Selected Project and to put in place processes to ensure that businesses in Disadvantaged Communities have the opportunity and awareness to compete for contracting opportunities and, to advance the interests of Disadvantaged Communities when making the investments set out in Exhibit D of this Agreement in accordance with Section 12.01(c). In connection with such activities and obligations, Seller shall conduct ongoing stakeholder and community engagement must agree to coordinate with NYSERDA throughout implementation of the Selected Project to reasonably align the investments and associated benefits claimed with NYSERDA’s broader approach for the delivery, measurement, tracking, and reporting of benefits to Disadvantaged Communities, pursuant to the provisions of the Climate Leadership and Community Protection Act. (e) . As part of the quarterly progress reports described in Section 6.02, Seller shall describe the activities undertaken in accordance with this Section 6.05 associated with Disadvantaged Communities.

Disadvantaged Community Commitments. The Parties acknowledge the importance of designing the relevant investments made by the Selected Project to provide benefits to and reduce burdens on Disadvantaged Communities in accordance with the PSC’s “Order Adopting Modifications to the Clean Energy Standard”.9 Standard”.12 Consistent with this goal: (a) Seller agrees to fulfill all specific Disadvantaged Community Commitments identified in the Proposal, which shall include: [Include description of each Disadvantaged Community Commitment contained in the Proposal] (b) With NYSERDA’s consent, Seller may substitute a Disadvantaged Community Commitment identified in Section 6.05(a) with a substitute Disadvantaged Community Commitment of equal or greater value to Disadvantaged Community(ies) in New York State. (c) Should Seller fail to fulfill any Disadvantaged Community Commitment it is obligated to fulfill under Section 6.05(a) or 6.05(b), Seller shall make payment to NYSERDA in the amount of the unfulfilled dollar value of such commitment, or propose a replacement Disadvantaged Community Commitment in the event that there is no dollar value associated with such commitment, no later than sixty (60) days after the 9 12 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). Selected Project commences Commercial Operation Date or the date identified in such commitment, whichever is later. (d) Seller intends to make investments in New York State to help ensure that members of Disadvantaged Communities share in the Economic Benefits that will be generated as a result of this Agreement. Seller will make reasonable efforts to ensure that members of Disadvantaged Communities are apprised of employment opportunities in connection with the Selected Project and to put in place processes to ensure that businesses in Disadvantaged Communities have the opportunity and awareness to compete for contracting opportunities and, to advance the interests of Disadvantaged Communities when making the investments set out in Exhibit D of this Agreement in accordance with Section 12.01(c). In connection with such activities and obligations, Seller shall conduct ongoing stakeholder and community engagement must agree to coordinate with NYSERDA throughout implementation of the Selected Project to reasonably align the investments and associated benefits claimed with NYSERDA’s broader approach for the delivery, measurement, tracking, and reporting of benefits to Disadvantaged Communities, pursuant to the provisions of the Climate Leadership and Community Protection Act. (e) As part of the quarterly progress reports described in Section 6.02, Seller shall describe the activities undertaken in accordance with this Section 6.05 associated with Disadvantaged Communities.

Disadvantaged Community Commitments. The Parties acknowledge the importance of designing the relevant investments made by the Selected Project to provide benefits to and reduce burdens on Disadvantaged Communities in accordance with the PSC’s “Order Adopting Modifications to the Clean Energy Standard”.9 Standard”.7 Consistent with this goal: (a) Seller agrees to fulfill all specific (directly or indirectly through an Affiliate or third party) the following Disadvantaged Community Commitments identified from and after the Economic Benefits Start Date: (ii) No later than the end of the third Contract Year of the Contract Delivery Term, Seller shall provide $5,000,000 in funding to support workforce development through the Offshore Wind Ecosystem Fund (or similar organization). (iii) No later than the end of the third Contract Year of the Contract Delivery Term, Seller 7 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). shall provide in funding to establish and operate an offshore wind learning center in a Disadvantaged Community that provides community members with access to information about the offshore wind sector. (iv) No later than the end of the third Contract Year of the Contract Delivery Term, Seller shall invest in initiatives that benefit Disadvantaged Communities or members of such communities through the regional collaboration model consistent with Exhibit D of this Agreement. (v) Seller shall fund the construction of a new substation and associated facilities at SBMT to support the interconnection of the Selected Project; provided however that Seller’s obligation to provide funding to support such works shall not exceed (vi) No later than the end of the third Contract Year of the Contract Delivery Term, Seller shall provide to support the Offshore Wind Innovation Hub developed in partnership with New York University, the National Offshore Wind Research and Development Consortium, and the New York City Economic Development Corporation. (vii) Seller shall pay for the use of SBMT through the third Contract Year of the Contract Delivery Term; provided however that Seller shall not have any obligation to make payments in excess of for such use of SBMT. (viii) Seller shall pay for the use of a project office located in the Proposal, which vicinity of SBMT through the third Contract Year of the Contract Delivery Term; provided however that Seller shall include: [Include description not have any obligation to make payments in excess of each for the use of such project office. (ix) Seller shall invest $500,000 in the New York City Economic Development Corporation’s Offshore Wind NYC Waterfront Pathways Program. The Parties acknowledge that this Disadvantaged Community Commitment contained in has been fulfilled as of the Proposal]Effective Date of this Agreement. (b) With NYSERDA’s consentconsent (which shall not be unreasonably withheld, conditioned, or delayed), Seller may substitute a Disadvantaged Community Commitment identified in Section 6.05(a) with a substitute Disadvantaged Community Commitment of equal or greater value to Disadvantaged Community(ies) in New York State. (c) Should Seller fail to fulfill any Disadvantaged Community Commitment it is obligated to fulfill under Section 6.05(a) or 6.05(b), unless addressed through a cure pursuant to Section 12.02 of this Agreement, Seller shall make payment to NYSERDA in the amount of the unfulfilled dollar value of such commitmentapplicable Unfulfilled Dollar Value, or propose a replacement Disadvantaged Community Commitment in the event that there is no dollar value associated with such commitmentof equivalent value, no later than sixty (60) days after the 9 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). Selected Project commences Commercial Operation Date or the date identified in such commitment, whichever is later. Any payment to NYSERDA or replacement Disadvantaged Community Commitment made pursuant to this section shall be eligible to count towards meeting Seller’s Economic Benefits commitments under this Agreement. For the avoidance of doubt, (i) any Economic Benefits associated with any replacement Disadvantaged Community Commitment made pursuant to this section shall be eligible to count as Verified Total Dollars and subcategories thereof to the extent such investment meets the definition of Verified Total Dollars or an applicable subcategory thereof and (ii) any payment made pursuant to this section shall be eligible to count as Verified Total Dollars and, to the extent meeting the definition thereof, Verified Near-Term Dollars. If Seller fails to make a specific investment that is listed in both Section 6.05(a) and Section 6.06(a), (i) Seller’s payment of the applicable Unfulfilled Dollar Value of that specific investment shall satisfy both Section 6.05(c) and Section 6.06(c) without the need for a second duplicate payment, and (ii) any single replacement investment that constitutes both a Disadvantaged Community Commitment and a Supply Chain Investment shall satisfy both Section 6.05(c) and Section 6.06(c) without the need for a second replacement investment. (d) Seller intends to make investments in New York State to help ensure that members of Disadvantaged Communities share in the Economic Benefits that will be generated as a result of this Agreement. Seller will make reasonable efforts to ensure that members of Disadvantaged Communities are apprised of employment opportunities in connection with the Selected Project and to put in place processes to ensure that businesses in Disadvantaged Communities have the opportunity and awareness to compete for contracting opportunities and, to advance the interests of Disadvantaged Communities when making the investments set out in Exhibit D of this Agreement in accordance with Section 12.01(c). In connection with such activities and obligations, Seller shall conduct ongoing stakeholder and community engagement and must agree to coordinate with NYSERDA throughout implementation of the Selected Project to reasonably align the investments and associated benefits claimed with NYSERDA’s broader approach for the delivery, measurement, tracking, and reporting of benefits to Disadvantaged Communities, pursuant to the provisions of the Climate Leadership and Community Protection Act. (e) As part of the quarterly progress reports described in Section 6.02, Seller shall describe the activities undertaken in accordance with this Section 6.05 associated with Disadvantaged Communities.

Disadvantaged Community Commitments. The Parties acknowledge the importance of designing the relevant investments made by the Selected Project to provide benefits to and reduce burdens on Disadvantaged Communities in accordance with the PSC’s “Order Adopting Modifications to the Clean Energy Standard”.9 Standard”.12 Consistent with this goal: (a) : Seller agrees to fulfill all specific Disadvantaged Community Commitments identified in the Proposal, which shall include: [Include description of each Disadvantaged Community Commitment contained in the Proposal] (b) ] With NYSERDA’s consent, Seller may substitute a Disadvantaged Community Commitment identified in Section 6.05(a) with a substitute Disadvantaged Community Commitment of equal or greater value to Disadvantaged Community(ies) in New York State. (c) . Should Seller fail to fulfill any Disadvantaged Community Commitment it is obligated to fulfill under Section 6.05(a) or 6.05(b), Seller shall make payment to NYSERDA in the amount of the unfulfilled dollar value of such commitment, or propose a replacement Disadvantaged Community Commitment in the event that there is no dollar value associated with such commitment, no later than sixty (60) days after the 9 See Case 15-E-0302, Proceeding on Motion of the Commission to Implement a Large-Scale Renewable Program and Clean Energy Standard, Order Adopting Modifications to the Clean Energy Standard (issued October 15, 2020). Selected Project commences Commercial Operation Date or the date identified in such commitment, whichever is later. (d) . Seller intends to make investments in New York State to help ensure that members of Disadvantaged Communities share in the Economic Benefits that will be generated as a result of this Agreement. Seller will make reasonable efforts to ensure that members of Disadvantaged Communities are apprised of employment opportunities in connection with the Selected Project and to put in place processes to ensure that businesses in Disadvantaged Communities have the opportunity and awareness to compete for contracting opportunities and, to advance the interests of Disadvantaged Communities when making the investments set out in Exhibit D of this Agreement in accordance with Section 12.01(c). In connection with such activities and obligations, Seller shall conduct ongoing stakeholder and community engagement must agree to coordinate with NYSERDA throughout implementation of the Selected Project to reasonably align the investments and associated benefits claimed with NYSERDA’s broader approach for the delivery, measurement, tracking, and reporting of benefits to Disadvantaged Communities, pursuant to the provisions of the Climate Leadership and Community Protection Act. (e) . As part of the quarterly progress reports described in Section 6.02, Seller shall describe the activities undertaken in accordance with this Section 6.05 associated with Disadvantaged Communities.