MEMORANDUM OF UNDERSTANDING REGARDING RENEWABLE ENERGY RESOURCES AND BATTERY STORAGE FOR PEAK POWER IN NEW YORK CITY THIS MEMORANDUM OF UNDERSTANDING is made as of August 10, 2020 between the Power Authority of the State of New York, a corporate municipal instrumentality and political subdivision of the State of New York with an of?ce at 123 Main Street, White Plains New York 1060] and UPROSE, a corporation with an office at 462 36th St. 3A, Brooklyn, NY 11232, THE POINT Community Development Corporation, a corporation with an of?ce at 940 Garrison Ave., Front 1, Bronx, NY 10474-5303, New York City Environmental Justice Alliance, a corporation with an of?ce at 462 36th St. Brooklyn, NY 11232, New York Lawyers for the Public Interest, a corporation with an of?ce at 151 30th St., Floor 11, New York, NY 10001-4017, and Clean Energy Group, 50 State Street, Montpelier, VT 05602, collectively referred to herein as a Coalition Members.? NYPA and the PEAK Collation Members are individually referred to herein as a _a11y? and collectively as ?Parties.? WHEREAS, Peak Coalition Members are community groups representing neighborhoods where NYPA owns gas ?red plants, and their technical assistance partners; and WHEREAS, NYPA provides low cost, clean, reliable energy and innovative energy infrastructure to its customers and supports New York State?s energy vision; and WHEREAS, NYPA owns and operates ten small natural gas ?red plants at six sites in New York City that serve peak electric demand (?Peakers?); and WHEREAS, new technologies provide opportunities to include renewable generation and battery technologies in New York City?s electric system to replace, augment and otherwise reduce or eliminate New York City?s reliance on fossil peaker plants over time. The Parties recognize that such opportunities need to be consistent with the need to maintain an adequate electric power supply for regional system reliability as set by the New York Independent System Operator Reliability requirements?); and WHEREAS, the Parties are interested in collaborating on strategies to establish renewable and battery storage systems to reliably meet peak electric demand loads in New York City; and WHEREAS, the Parties will (1) collaborate about opportunities to support NYS energy storage goals, existing climate state laws and federal air pollution laws and (2) evaluate the potential to replace existing peaker units, augment and otherwise install renewable and battery storage systems at New York City sites and surrounding communities consistent with NYISO Reliability requirements; and WHEREAS, successful completion of this Project will support future collaboration between the Parties on an action plan to implement its results; NOW, THEREFORE, the Parties agree as set forth below: Project. The Parties agree to undertake a project (the ?Project?) to (1) collaborate about opportunities to support NYS energy storage, climate and air pollution goals and (2) evaluate the potential to replace existing peaker units, augment and otherwise install renewable and battery storage systems at New York City sites and surrounding communities consistent with NYI SO Reliability requirements, in accordance with Section 2 below. Scope of Project. The Parties agree to the following elements of the Project: a. Each Party shall designate an individual as its primary contact for the Project. b. The Parties intend to establish a working group and to contribute dedicated resources to conduct exploratory talks and activities to enhance knowledge and understanding through the Project. The working group will meet regularly to ensure transparency and communication throughout the Project. c. The detailed scope of the Project regarding consultants and other matters shall include the following: i. ii. PEAK Coalition Members and NYPA mutually agree that NYPA will issue a competitive Request for Proposals (RFP) to secure a consultant on this Project, as appropriate under NYS procurement laws and NYPA Guidelines For Procurement Contracts, to provide analysis of the technical and economic feasibility to replace existing peaker units, augment and otherwise install renewable and battery storage systems at New York City sites and surrounding communities consistent with NYISO Reliability requirements. A PEAK representative will serve in a non-voting advisory role only regarding the selection of the consultant. The RFP (Section 2.d.i, above) will include a provision requiring the selected consultant to retain a subcontractor who would provide independent technical and analytical services to the PEAK Coalition Members. The scope of the subcontract work will include the potential to replace, augment and otherwise install renewable and battery storage systems at New York City sites and surrounding communities consistent with NYISO Reliability requirements. The selection of the subcontractor will be subject to approval. The PEAK Coalition may serve in an advisory role only regarding the selection of the subcontractor. NYPA will take into account PEAK Coalition?s choice of consultant when approving the subcontractor. The PEAK Coalition may serve in an advisory role only regarding the selection of the second, separate consultant. iv. vi. vii. ix. xi. xii. If PEAK is not satis?ed with the selection of the consultants, it has the right to terminate this MOU upon 10 days written notice to NYPA, but the Parties may use best efforts ?rst to come to a resolution. PEAK and NYPA agree to jointly develop a scope of work for the RFP to retain the consultants, the budget and the time frame for the Project work to be completed. The scope of work will set forth the production cost modeling assumptions and other technical assumptions that should form the basis of the consultants? work. PEAK will have access to any underlying NYPA data used in developing assumptions for the NYPA RFP process and the consultant work. PEAK and NYPA will both participate in a kick-off meeting with the NYPA consultants. Both Parties will have full access to the other?s consultant?s work product upon reasonable request and both parties agreed to good faith consultations during the Project. PEAK Coalition Members and NYPA will both have access to the NYPA consultants? draft ?nal product and underlying data, analysis, and assumptions, and ability to seek clari?cation and additional information before it is ?nal. If parties cannot agree on scope of work or other mutual issues by January 1, 2021, either Party has the unilateral right to dissolve the Project but can have extra time by mutual consent to reach a resolution. PEAK Coalition Members will sign an NDA to be attached to this MOU regarding non-public information that must be shared to support the Project. See also Section 4 below. If possible, PEAK Coalition Members and NYPA will seek to announce the collaboration and the RFP release in a joint public statement. If the Project is productive, PEAK Coalition Members and NYPA agree to undertake future discussions about steps to implement the renewable and battery storage replacement or augmentation of existing peakers and other non-fossil fuel possibilities to meet peak demand based on the outcome of the NYPA consultant?s work, subject to NYISO Reliability requirements. However, neither Party will be bound in any forum by any consultant?s report produced under this MOU, unless otherwise mutually agreed to in writing. The goal is to complete the consultant phase of this Project by June 2021. If it appears that for any reason the scope of work should be amended, the Parties will confer and con?rm their agreement in writing. Any change to contracts awarded by NYPA must be in accordance with its procurement policies, procedures and/or guidelines. a. NYPA will pay the costs for retention of the consultants. Each Party shall be responsible for the costs of staff that it retains, without reimbursement from another Party unless agreed to in writing. The Parties agree that any costs a Party incurs in connection with the Project shall be absorbed by that Party with no claim to the other Parties for reimbursement. b. contracting for the services must be in accordance with its procurement policies, procedures and/or guidelines. 4. Miscellaneous Provisions. a. Con?dentiality. Each PEAK Coalition Member and individuals receiving information may be required to execute a con?dentiality agreement by NYPA prior to receiving any NYPA con?dential information. NYPA will not provide any non-public transmission function information or Bulk Electric System cyber security information. Any sharing of proprietary information and critical energy infrastructure information will be at its sole discretion and subject to such con?dentiality agreements. b. Records Access Con?dentiality. The Parties acknowledge and agree that all records, information, and data (?Information?) in possession may be subject to disclosure under Article 6 of the New York State Public Of?cer?s Law (?Freedom of Information Law? or If NYPA is requested (?receiving party?) by a third party to disclose Information pursuant to the Freedom of Information Law NYPA will notify the disclosing party of the request and provide the disclosing party the opportunity to review the Information; (ii) provide the disclosing party the opportunity to provide information regarding the need for con?dential treatment; evaluate the third party?s request for disclosure and the disclosing party?s request for con?dential treatment; and (iv) determine if the Information is subject to disclosure under FOIL. If NYPA determines that the Information is subject to disclosure, it will provide prompt written notice of such determination to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy. If the disclosing party does not obtain a protective order or no formal proceeding has been initiated by the disclosing party within a reasonable period of time after the receiving party provides notice to the disclosing party of its intent to make public the Information, then NYPA may disclose such information with no liability or further obligation to the disclosing party. Governin? Law. This MOU and any actions related hereto shall be governed by and construed in accordance with the laws of the State of New York when not in con?ict with or pre-empted by federal law, without regard to any choice of law provisions. . Severabilitv. In the event that any part of this MOU is deemed as a matter of law to be unenforceable or null and void, such enforceable or void part shall be deemed severable from this MOU and the MOU shall continue in full force and effect as if each part was not contained herein. . Counterparts. This MOU may be executed in counterparts, and each counterpart shall have the same force and effect as the original instrument. Amendment. No amendment, modi?cation or waiver of any term hereof shall be effective unless set forth in writing signed by the Parties hereto. . Liability. In no event will a Party be liable to any other Party for consequential, indirect, punitive, special, or exemplary damages in connection with an action that the Party takes or fails to take in regard to the Project; provided, however, that to the extent the Parties mutually agree to take an action for the Project then the Parties shall equally share in any liability resulting from such action. . Miscellaneous. This MOU is the entire agreement among the Parties and supersedes all other agreements, communications, and representations with regard to the subject matter hereof. This MOU may be amended only by written agreement of the Parties. Paragraph headings are for convenience only and are not to be construed as part of this MOU. Correspondence. All notices and correspondence made pursuant to this MOU shall be delivered in writing to the addresses and facsimiles set forth below or as directed by a Party, in writing to the others hereafter. If to NYPA: Power Authority of the State of New York 123 Main Street White Plains, New York 10601-3170 Email: Attention: NAME TITLE With copy to: Power Authority of the State of New York 123 Main Street White Plains, New York 10601-3170 Attention: General Counsel If to PEAK Coalition members, at addresses listed in the preamble above; 5. No business entity or agency. This MOU does not create, nor shall it be construed to create a joint venture, partnership, or any other similar arrangement between the Parties. Each Party is an independent company, and neither is the agent of the other. No Party shall bind the other, nor represent that it has the authority to do so. 6. This MOU is limited to the purposes of Paragraphs commitment to undertake activities that are not expressly therein stated; any other activities are subject to, and conditioned upon, the completion of a separate agreement or amendment hereto. 7. Term. a. this MOU shall become effective (?Effective Date?) upon the execution of this MOU by each Party. b. this MOU shall expire one year from the Effective Date or upon ten (10) days written notice from NYPA or a simple majority of PEAK Coalition Members. 8. Electronic SignaturefCounterparts. This MOU may be executed in one or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. The counterparts of this MOU may be executed and delivered by facsimile or other electronic signature and shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement. IN WITNESS WHEREOF, the Parties have caused this MOU to be executed and delivered by their duly authorized of?cers or representatives as of the date ?rst written. PEAK Coalition ber [duplicate for each organization to sign] By: Name: Tw??i? Title: if COG POWER AUTHORITY OF THE STATE OF NEW YORK By: Name: Title: -.