Common use of INITIAL PERFORMANCE TESTS Clause in Contracts

INITIAL PERFORMANCE TESTS. a. On or promptly after the Initial Synchronization Date, Resource Provider shall conduct the initial Performance Tests on the Facility to, among other things, verify that each Capability of the Facility will meet or exceed the corresponding Design Capability, and the provisions of paragraphs (a), (b), and (c) of Section 6.9 (Supply Period Performance Tests) shall apply mutatis mutandis to such tests (the “Initial Performance Tests”). b. Resource Provider warrants that the Initial Performance Tests shall establish that each Capability of the Facility will meet or exceed the corresponding Design Capability. If the Initial Performance Tests establish that a Capability of the Facility falls below the corresponding Design Capability, then prior to the Long-Stop Date, Resource Provider may, at its election: 1. take corrective actions to increase such Capability of the Facility prior to the Long- Stop Date until the Initial Performance Tests demonstrate that a Capability of the Facility meets or exceed the corresponding Design Capability; or 2. if, for Dmax or Cmax only, such Capability meets or exceeds at least ninety-five percent (95%) of the corresponding Design Capability on a sustained basis (the “Minimum Acceptance Capability”), then credit PREPA’s account in the amount of $200 per kW for each kW of difference between such Design Capability and the corresponding Capability of the Facility as liquidated damages as PREPA’s sole and exclusive remedy in respect of such shortfall (the “Capability Shortfall Liquidated Damages”), provided that if, by the Long-Stop Date, such corrective actions result in such Capability meeting or exceeding the Minimum Acceptance Capability but not the corresponding Design Capability, then Resource Provider shall credit PREPA’s account for the Capability Shortfall Liquidated Damages. Resource Provider acknowledges and agrees that the Capability Shortfall Liquidated Damages represent a fair and reasonable estimate of the loss that PREPA will suffer if such a Capability shortfall occurs, and accordingly, Resource Provider hereby waives its right to dispute the enforceability of this paragraph (b) of this Section 5.3. c. If the Initial Performance Tests establish that the Facility fails to comply with the Other Minimum Acceptance Criteria, then Resource Provider may, at its election: 1. take corrective actions to improve the performance of the Facility; and 2. repeat the Initial Performance Tests to establish that the Facility satisfies the MTRs and criteria set out in the Testing Protocol, in each case, prior to the Long-Stop Date. d. Subject to paragraphs (b) and (c) of this Section 5.3, if the Initial Performance Tests do not establish that the Facility meets both the Minimum Acceptance Capability and Other Minimum Acceptance Criteria, then PREPA shall have the right to reject the results of such tests. e. Following the successful completion of the Initial Performance Tests (or crediting of Capability Shortfall Liquidated Damages, as applicable) and satisfaction of all other criteria to achieve Commercial Operation: 1. Resource Provider shall notify PREPA in writing of the test results and the Commercial Operation Date by issuing a certificate thereof, in the form set forth in Appendix U (Form of Commercial Operation Date Certificate). PREPA shall confirm and countersign such notification, which confirmation PREPA shall not unreasonably withhold or delay, and if a demonstrated Capability falls below the corresponding Design Capability, then subject to paragraphs (b) and (c) of this Section 5.3, the Parties shall amend this Agreement to reduce the corresponding Design Capability accordingly. 2. Resource Provider shall submit to PREPA a revised PSS/E mathematical model that represents the as-built Facility. This PSS/E model shall include all necessary functionality to properly model the Facility for both steady-state and dynamic simulations. Resource Provider shall also submit a PSS/E validation report for the Facility, which describes how the PSS/E simulation results demonstrate the model MTR compliance and performance, based on the final adjustment and parameter settings of MTR and the Initial Performance Tests as required in this Agreement.

INITIAL PERFORMANCE TESTS. a. On or promptly after the Initial Synchronization Date, Resource Provider shall conduct the initial Performance Tests on the Facility to, among other things, verify that each Capability (i) establish the initial power curves of the Facility will meet or exceed under various Ambient Conditions, (ii) verify the corresponding Design CapabilityFacility Performance Model under paragraph (b) of Section 4.3 (Modeling), and (iii) confirm satisfaction of the requirements for Commercial Operation. The provisions of paragraphs (a), (b), ) and (c) of Section 6.9 (Supply Period Performance Tests) shall apply mutatis mutandis to such tests (the “Initial Performance Tests”). b. Resource Provider warrants that the Initial Performance Tests shall establish that each Capability the maximum Generating Capacity of the Facility (as adjusted for Ambient Conditions at the time of testing in accordance with the Testing Protocol and without exceeding the Operating Characteristics and limits of the Approved Design) will meet or exceed the corresponding Design CapabilityMaximum Dispatch Limit. If the Initial Performance Tests establish that a Capability of the Facility Generating Capacity falls below the corresponding Design CapabilityMaximum Dispatch Limit, then prior to the Long-Stop Date, Resource Provider may, at its election: 1. take corrective actions to increase such Capability of the Facility Generating Capacity prior to the Long- Long-Stop Date until the Initial Performance Tests demonstrate that a Capability of the Facility meets or exceed can achieve the corresponding Design CapabilityMaximum Dispatch Limit; or 2. if, for Dmax or Cmax only, such Capability if the Generating Capacity meets or exceeds at least ninety-five percent (95%) of the corresponding Design Capability on a sustained basis Maximum Dispatch Limit (the “Minimum Acceptance CapabilityCapacity”), then credit PREPA’s account in the amount of $200 per kW for each kW of difference between such Design Capability the Maximum Dispatch Limit and the corresponding Capability greater of such Generating Capacity and the Facility Minimum Acceptance Capacity, as liquidated damages as PREPA’s sole and exclusive remedy in respect of such shortfall (the “Capability Capacity Shortfall Liquidated Damages”), provided that if, by the Long-Stop Date, such corrective actions result in such Capability the Generating Capacity meeting or exceeding the Minimum Acceptance Capability Capacity but not the corresponding Design CapabilityMaximum Dispatch Limit, then Resource Provider shall credit PREPA’s account for the Capability Capacity Shortfall Liquidated Damages. Resource Provider acknowledges and agrees that the Capability Capacity Shortfall Liquidated Damages represent a fair and reasonable estimate of the loss that which PREPA will suffer if such a Capability Generating Capacity shortfall occurs, and accordingly, Resource Provider hereby waives its right to dispute the enforceability of this paragraph (b) of this Section 5.3. c. If the Initial Performance Tests establish that the Facility fails to comply with the Other Minimum Acceptance Criteria, then Resource Provider may, at its election: 1. take corrective actions to improve the performance of the Facility; and 2. repeat the Initial Performance Tests to establish that the Facility satisfies the MTRs MTRs, Operating Characteristics and any other criteria set out in the Testing ProtocolProtocol and Operating Procedures, in each case, prior to the Long-Stop Date. d. Subject to paragraphs (b) and (c) of this Section 5.3, if the Initial Performance Tests do not establish that the Facility meets both the Minimum Acceptance Capability Capacity and Other Minimum Acceptance Criteria, then PREPA shall have the right to reject the results of such tests. e. Following the successful completion of the Initial Performance Tests (or crediting of Capability Capacity Shortfall Liquidated Damages, as applicable) and satisfaction of all other criteria to achieve Commercial Operation: 1. Resource Provider shall notify PREPA in writing of the test results and the Commercial Operation Date by issuing a certificate thereof, in the form set forth in Appendix U V (Form of Commercial Operation Date Certificate). PREPA shall confirm and countersign such notification, which confirmation PREPA shall not unreasonably withhold or delay, and if a the demonstrated Capability Generating Capacity (as adjusted for Ambient Conditions) falls below the corresponding Design CapabilityMaximum Dispatch Limit, then subject to paragraphs (b) and (c) of this Section 5.3, the Parties shall amend this Agreement to reduce the corresponding Design Capability Maximum Dispatch Limit accordingly. 2. Resource Provider shall submit to PREPA a revised PSS/E mathematical model that represents the as-built Facility. This PSS/E model shall include all necessary functionality to properly model the Facility for both steady-state and dynamic simulations. Resource Provider shall also submit a PSS/E validation report for the Facility, which describes how the PSS/E simulation results demonstrate the model MTR compliance and performance, based on the final adjustment and parameter settings of MTR and the Initial Performance Tests as required in this Agreement.

INITIAL PERFORMANCE TESTS. a. On or promptly after the Initial Synchronization Integration Date, Resource Provider shall conduct the initial Performance Tests on the Facility GSDS to, among other things, (i) verify and validate that the exchange of data occurs reliably and consistently and that the GSDS and the DERMS properly produce and consume the data and data files, (ii) demonstrate the controllability of the Capability by Resource Provider via the operable communications system, (iii) verify that each the Capability of the Facility will GSDS to make available each of the Grid Services that meet or exceed the corresponding Design CapabilityGuaranteed Capability for such service in respect of the first Agreement Year and (iv) verify that the GSDS complies with the MTRS and criteria set out in the Testing Protocol, and the provisions of paragraphs (a), (b), ) and (c) of Section 6.9 6.8 (Supply Period Performance Tests) shall apply mutatis mutandis to such tests (the “Initial Performance Tests”). b. Resource Provider warrants that the Initial Performance Tests shall establish that each the Capability of the Facility GSDS to make available the Grid Services in the first Agreement Year will meet or exceed the corresponding Design CapabilityGuaranteed Capability for such year in respect of each such service. If the Initial Performance Tests establish that a the Capability of the Facility GSDS to make available the Grid Services falls below the corresponding Design Guaranteed Capability, then prior to the Long-Stop Date, Resource Provider may, at its election: 1. take corrective actions to increase such the Capability of the Facility GSDS to make available the Grid Services prior to the Long- Long-Stop Date until the Initial Performance Tests demonstrate that a the Capability of the Facility Grid Services meets or exceed exceeds the corresponding Design Guaranteed Capability; or 2. if, if the Capability of the Grid Services for Dmax the first Agreement Year does not meet or Cmax only, such Capability meets or exceeds exceed at least ninety-five eighty percent (9580%) of the corresponding Design Guaranteed Capability on a sustained basis for such year (the “Minimum Acceptance Capability”), then credit PREPA’s account in the amount of (i) for Demand Build Service, $200 per kW for each kW of difference between such Design the Guaranteed Capability and the corresponding actual Capability of the Facility Demand Build Service, and (ii) for Demand Reduction Service, $200 per kW for each kW of difference between the Guaranteed Capability and actual Capability of the Demand Reduction Service, in each case for such Agreement Year as liquidated damages as PREPA’s sole and exclusive remedy in respect of such shortfall a payment credit that PREPA can use to offset future payments under this Agreement (the “Capability Shortfall Liquidated Damages”), which Capability Shortfall Liquidated Damages shall be PREPA’s sole and exclusive remedy for a failure of Resource Provider to achieve the Minimum Acceptance Capability; provided that if, by the Long-Stop Date, such corrective actions result in such the Capability meeting or exceeding the Minimum Acceptance Capability but not the corresponding Design CapabilityGuaranteed Capability for the first Agreement Year, then Resource Provider shall credit PREPA’s account for the Capability Shortfall Liquidated Damages. Resource Provider acknowledges The Parties acknowledge and agrees agree that the Capability Shortfall Liquidated Damages represent a fair and reasonable estimate of the loss that PREPA will suffer if such a Capability shortfall occurs, and accordingly, Resource Provider hereby waives its right to dispute the enforceability of this paragraph (b) of this Section 5.3. c. If the Initial Performance Tests establish that the Facility GSDS fails to comply with the Other Minimum Acceptance Criteria, then Resource Provider may, at its election: 1. take corrective actions to improve the performance of the FacilityGSDS; and 2. repeat the Initial Performance Tests to establish that the Facility GSDS satisfies the MTRs and criteria set out in the Testing Protocol, in each case, prior to the Long-Stop Date. d. Subject to paragraphs (b) and (c) of this Section 5.3, if the Initial Performance Tests do not establish that the Facility GSDS meets both the Minimum Acceptance Capability and Other Minimum Acceptance Criteria, then PREPA shall have the right to reject the results of such tests. e. Following the successful completion of the Initial Performance Tests (or crediting of Capability Shortfall Liquidated Damages, as applicable) and satisfaction of all other criteria to achieve Commercial Operation: 1. , Resource Provider shall notify PREPA in writing of the test results and the Commercial Operation Date by issuing a certificate thereof, thereof in the form set forth in Appendix U (Form of Commercial Operation Date Certificate). PREPA shall confirm and countersign such notification, which confirmation PREPA shall not unreasonably withhold or delay, and if a demonstrated Capability falls below the corresponding Design Capability, then subject to paragraphs (b) and (c) of this Section 5.3, the Parties shall amend this Agreement to reduce the corresponding Design Capability accordingly. 2. Resource Provider shall submit to PREPA a revised PSS/E mathematical model that represents the as-built Facility. This PSS/E model shall include all necessary functionality to properly model the Facility for both steady-state and dynamic simulations. Resource Provider shall also submit a PSS/E validation report for the Facility, which describes how the PSS/E simulation results demonstrate the model MTR compliance and performance, based on the final adjustment and parameter settings of MTR and the Initial Performance Tests as required in this Agreement.Date