SERVICE AGREEMENT NO. 2827

UNITED STATES OF AMERICA
BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

)

New York Independent System Operator, Inc.)Docket No. ER24 -

)

IMPLEMENTATION
AGREEMENT

Pursuant to Section 205 of the Federal Power Act (“FPA”), 16 U.S.C. § 824d, and Part

35 of the Federal Energy Regulatory Commission’s (“Commission”) regulations, 18 C.F.R. §
35, et seq.[], and Section 4.1.9.3 of the New York Independent System Operator Inc. (“NYISO”)
Market Administration and Control Area Services Tariff (“Services Tariff”), Ravenswood
Operations, LLC f/k/a Helix Ravenswood, LLC (“Ravenswood”) and the NYISO (individually
“Party” and collectively the “Parties”) hereby submit this Implementation Agreement fully
resolving issues related to the compensation and the agreed upon terms and conditions under
which Ravenswood will generate electric energy using 0.15% sulfur No. 4 Fuel Oil (“Fuel Oil”)
in lieu of natural gas in furtherance of New York State Reliability Council’s Local Reliability
Rule G.2 (Loss of Generator Gas Supply - New York City) (“Rule G.2”) (“Fuel Oil Burn for
G.2”) during a one-year period beginning May 1, 2023 and ending April 30, 2024.  It also
confirms the agreed upon cost sharing mechanism whereby Ravenswood and the NYISO will
share the prudently incurred capital costs associated with converting the onsite storage facilities
and infrastructure to #4 and/or #2 fuel oil as well as associated revisions to electric generating
Units 10, 20, and 30. Payments made by the NYISO for commodity, emissions and fuel oil taxes,

SERVICE AGREEMENT NO. 2827

as applicable, shall be in accordance with its Services Tariff.1

As this Implementation Agreement is fair and reasonable, in the public interest, consistent with previously approved settlement agreements among the Parties and other market participants and, to the best of the Parties’ knowledge, unopposed, the Parties urge prompt approval  by  the  Commission  of  this  Implementation  Agreement  without  condition  or modification to be effective as of January 1, 2024.

SECTION ONE

PROVISION OF FUEL OIL BURN FOR G.2

1.1 During the term of this Implementation Agreement, in return for the payments described

in Section 2, in response to requests from NYISO and/or Con Edison as the Transmission
Owner designated by Rule G.2, Ravenswood will burn Fuel Oil for G.2 needs, unless it
would cause electric generating Units 10, 20, or 30 (collectively “Units” or individually
“Unit”) to violate the emissions limitations contained in their current permits. In the event
Ravenswood forecasts in any notice required by Section 1.2 hereof that one or more of
its Units is likely to violate the emissions limitations contained in their current permits,
Ravenswood will make a good faith effort to obtain a waiver from EPA from these limits
for the applicable unit(s). However, this Implementation Agreement does not require
Ravenswood to invest in any improvements, changes or upgrades to its Units to reduce
emissions further than current air permit limits, and Ravenswood is not seeking
compensation  under   this  Implementation   Agreement   in  order  to   make   such
improvements, changes or upgrades. Ravenswood reserves all rights it may have to seek

1 Con Edison Steam is also sharing in the costs associated with the provision of comingled Fuel Oil supply and burning, however those agreements are not subject to the Commission’s jurisdiction. Nevertheless, the filing includes information related to how costs are divided among the three uses.

SERVICE AGREEMENT NO. 2827

separate recovery of such costs in a new proceeding if and when any Unit is required to
reduce its emissions, provided, however, that nothing in this Implementation Agreement
shall limit or abridge any Party’s or non-party’s right to protest the recovery of such costs. In
the event that Ravenswood receives a request to provide Fuel Oil Burn for G.2 and Ravenswood
is forecasting that such burn is likely to cause one or more of its Units to violate the emissions
limitations contained in the applicable air permit(s), Ravenswood will notify the NYISO and
Con Edison System Operation, as the Transmission Owner designated by Rule G.2, that
continued operation of the Unit(s) will be limited to burning natural gas unless and until an
applicable waiver request is granted that fully relieves Ravenswood from its emission limitations
for the applicable Unit(s) or Ravenswood no longer is forecasting that additional use of Fuel Oil
will result in the Unit(s) violating the emissions limitations contained in the applicable air
permit(s). Ravenswood will notify the NYISO, Con Edison System Operation, and the City of
New York when it submits its waiver request to the EPA and/or, if applicable, the New York State
Department of Environmental Conservation and will provide a copy of such waiver request to
the NYISO, Con Edison System Operation, and the City of New York on a confidential basis
subject to limited distribution as described in Section 1.2 below.

1.2 Ravenswood shall provide the NYISO and Con Edison System Operation, as the

Transmission Owner designated by Rule G.2, on a confidential basis, the following
notifications and communications related to its actual and forecast Fuel Oil burn that
would violate the emissions limitations contained in the current permits. Ravenswood’s
confidential  notifications  and  communications  will  remind  Con  Edison,  as  the
Transmission Owner designated by Rule G.2, of its obligation not to disclose any of the
information   Ravenswood   provides   in   such   confidential   notifications   and
communications to any “marketing function employee” as that term is defined in 18

SERVICE AGREEMENT NO. 2827

C.F.R §358.3. To the extent the forecasts provided by Ravenswood as described below cause it to believe that one or more Units is likely to violate the emissions limitations contained in the current permits, Ravenswood shall specifically identify such forecast in the Notice.

In order to efficiently provide Fuel Oil Burn for G.2 and satisfy its Fuel Oil

procurement, storage, handling, and delivery obligations for all Fuel Oil use at the
Ravenswood site during the period of May 1, 2023 through April 30, 2024,
Ravenswood and Ravenswood Services LLC will co-mingle the use of their Fuel Oil
storage and delivery facilities as well as Operation and Maintenance (“O&M”) activities
and administrative services with the use of other Fuel Oil customers served from the
Ravenswood site (“co-mingling”). Accordingly, during the period May 1, 2023
through April 30, 2024, Ravenswood will provide Fuel Oil Burn for G.2 using a
portion of the following oil storage and delivery facilities: (i) one (1) offsite storage
tank (which equates to approximately 177,350 barrels of working storage); (ii) one (1)
large (approximately 40,000 barrel) annual time chartered transient barge; (iii) the
Lemon Creek stationary barge (approximately 90,000 barrel shell capacity); (iv) one (1)
large (approximately 40,000 barrels) seasonally time chartered transient barge
(expected for 3-5 months) (“Seasonal Barge”) and (v) Ravenswood’s existing onsite
Fuel Oil storage tank (approximately 45,000 barrels), subject to the Minimum Reserve
Quantity required by the existing agreement between Ravenswood and Con Edison
Steam. The off-site storage tank leases require the lessor to pay for tank cleaning at the
end of the lease and when required inspections are due. It is assumed that one cleaning
will occur during this lease term because the tank must be cleaned at the end of its lease.
Estimated costs were included in the prior Implementation Agreement and will be used to clean the

SERVICE AGREEMENT NO. 2827

tank at the end of this term. Actual costs will be subject to a true-up at the end of the one-

year term as outlined in Section 2.4. In addition, Ravenswood will also provide certain associated acquisition and transport administrative services.

CONVERSION FROM #6 TO #4

As of January 1, 2020, Ravenswood is no longer permitted to burn #6 Fuel Oil.2
Accordingly, to continue to burn fuel oil beyond May 2020 for any purpose, capital
investments had to be made to convert its storage, infrastructure and the Units’ fuel oil
burn capabilities. The Parties agreed that it was prudent for Ravenswood to proceed with
the conversion process and that the costs incurred would be allocated and recovered as set
forth in FERC Docket No. ER21-302-000 and the associated letter order issued on
December 18, 2020.

CONVERSION FROM #4 TO #2

In addition, the Parties previously agreed to share the costs associated with converting
facilities at the Ravenswood site associated with fuel oil handling from #4 to #2.  The
NYISO will share 1/3 of the prudently incurred capital costs associated with converting
the onsite storage facilities and infrastructure to #2 fuel oil.3  Any costs associated with
retrofitting, adjusting or tuning Units 10, 20 and 30 will be paid equally by the NYISO
and Ravenswood.

The actual cost to transition from #4 fuel oil to #2 fuel oil is not known with certainty at
this time because it depends on what actual work is required to accomplish the transition.
One variable is the cost to clean infrastructure and whether any piping needs to be

2 NYC Local Law No. 38.

3 Con Edison Steam is also sharing 1/3 of the costs associated with the provision of comingled Fuel Oil supply,

however those agreements are not subject to the Commission’s jurisdiction. Nevertheless, the filing includes

information related to how costs are divided among the NYISO, Ravenswood and Con Edison Steam. The existing fuel oil tank that supplies Unit 40 will not be interconnected to the other fuel oil systems at this time.

SERVICE AGREEMENT NO. 2827

replaced based on the change from #4 fuel oil to #2. Converting to #2 could include the following:

•Tank 106 Cleaning

•Barge Connecticut Cleaning

•Barge Lemon Creek Cleaning

•Boiler oil system piping cleaning

•Barge to tank 106 pipe cleaning

•Unit 10, 20 and 30 adjustments and tuning (Ravenswood will work

with the NYISO to evaluate the costs and benefits of modifying some of the main fuel guns to an alternative igniter type such as Plasma Arc Ignitors.  The total number and location of the alternative igniters would be evaluated to determine the load flexibility and reliability to re-ignite in case of a flame out.

Depending upon condition and how well it can be cleaned, some of the pipe connecting the barges to the 106 Tank may need to be replaced. A budget estimate to complete the project is approximately $9.7 million (which is 1/3 the cost being reimbursed for the new tank that was constructed for the conversion from #6 to #4). As additional engineering and analysis is performed, we will keep the NYISO informed and evaluate cost saving opportunities.  Pipe replacement and cleaning will be minimized to the extent practicable while still ensuring fuel oil specifications can be maintained.

No additional cleaning costs are being collected as part of the one-year extension.  The
cleaning costs associated with the off-site and onsite tanks, barges and piping will be
credited with the cleaning costs previously collected.  The final cost of cleaning will be

SERVICE AGREEMENT NO. 2827

subject to the true-up in accordance with the same process in the current agreements.

The NYISO will share 1/2 of the prudently incurred capital costs associated with
converting Units 10, 20 and 30 to #2 fuel oil.  Once the conversion is finalized, the
associated costs and the agreement to reimburse them will be filed with the Commission
for approval.

SECTION TWO

PAYMENT BY THE NYISO FOR COMINGLED SERVICES FOR THE PERIOD MAY
1, 2023 THROUGH APRIL 30, 2024

2.1 The NYISO will pay Ravenswood the Demand Charges and O&M Costs set forth below

as compensation for Ravenswood’s provision of Fuel Oil Burn for G.2 for the period
May 1, 2023 through April 30, 2024. The term Demand Charges as used herein refers
to a charge that will enable Ravenswood to recover costs for transporting, maintaining,
storing, and handling Fuel Oil to provide Fuel Oil Burn for G.2 that Ravenswood incurs
regardless of the amount of Fuel Oil Burn for G.2 it provides. The categories of costs
that comprise the basis for the Demand Charge include, fixed and variable costs
associated with leasing off-site tanks, fixed and variable costs associated with leasing
the various barges, as well as the cost associated with labor to staff 24/7 readiness for Fuel
Oil operation, procurement, logistics and management, taxes, Fuel Oil carrying charges and
testing. Confidential Appendix A contains an itemization of the costs that form the basis for the
Demand Charges. The term O&M Costs has the meaning set forth in Section 2.3.3 hereof. For
purposes of this Implementation Agreement, “Year 1” shall be the period May 1, 2023 through
April 30, 2024.

2.1.1   The NYISO’s obligation to pay Ravenswood is conditioned on the NYISO’s
continuing authority to obtain the Demand Charges from all load withdrawals in

SERVICE AGREEMENT NO. 2827

the Consolidated Edison Transmission District (other than withdrawals to supply station power) under this Implementation Agreement, the OATT and the Services Tariff.

2.2 Demand Charges4

2.2.1   For Year 1, the NYISO shall pay to Ravenswood a Demand Charge of

$3,763,491.17.5 This compares to the $3,732,190.56 cost for 2022. In general, costs are largely consistent with prior years.

2.2.2   The NYISO shall pay Ravenswood the Demand Charges for Year 1 regardless of: (i)
whether Fuel Oil has been burned in accordance with G.2; (ii) the relative cost of the Fuel
Oil compared to natural gas reflected in the reference levels for the Units; and (iii) any
revisions to the Services Tariff or Rule G.2 that occur after the date this Implementation
Agreement is executed.  Demand Charges will be adjusted as noted in Section 2.4.1
based on the actual lease cost of the Seasonal Barge and true up for tank and barge
cleaning.

2.3O&M Costs

2.3.1   For every barrel of Fuel Oil burned in furtherance of G.2 that is eligible for
commodity cost compensation in accordance with Section 4.1.9.2 of the Services
Tariff, the NYISO shall also pay Ravenswood a per barrel O&M Cost as noted
in confidential Appendix A for Fuel Oil Burn for G.2 associated with the use of
the ancillary Fuel Oil equipment at the Ravenswood Generating Station.  The O&M

4 With respect to off-site tank lease, transient barge lease, Lemon Creek barge, Seasonal Barge, and on-site tank,
Con Edison Steam, the NYISO and Ravenswood each pay 1/3 of the costs. With respect to O&M, Con Edison
Steam pays 44%, the NYISO pays 22 2/3% and Ravenswood pays 33 1/3%. These percentages are noted in the
Appendices.

5 The Demand Charges represent a settlement amount based on the detailed Appendix A.

SERVICE AGREEMENT NO. 2827

Cost shall be fixed for the term of this Implementation Agreement and shall not be subject to escalation.

2.4 Reconciliation of Tank Cleaning and Seasonal Barge payments

2.4.1 To obtain a true-up of the invoiced Seasonal Barge payments for the period May

1, 2022 through April 30, 2024, Ravenswood shall provide to the NYISO all
barge invoices by June 15, 2024. Should the invoiced Seasonal Barge costs paid
by Ravenswood exceed the Seasonal Barge payment made by more than
$25,000, the NYISO shall reimburse Ravenswood for the total excess of the
invoiced cost over the Seasonal Barge payment made. Should the Seasonal Barge
payment made exceed the invoiced Seasonal Barge cost paid by Ravenswood by
more than $25,000, Ravenswood shall reimburse the NYISO for the total excess
of the Seasonal Barge payments made over the Seasonal Barge cost paid by
Ravenswood. To obtain a true-up of the invoiced tank cleaning costs during the
term of this Implementation Agreement, Ravenswood shall provide to the
NYISO all tank cleaning invoices by June 15, 2024.  Should the invoiced
amounts paid by Ravenswood for tank cleaning exceed the estimated cost
included in the Demand Charge, by more than $25,000, the NYISO shall
reimburse Ravenswood for the total excess of the invoiced amounts. Should the
amounts paid to Ravenswood for tank cleaning exceed the estimated cost included
in the Demand Charge, by more than $25,000, Ravenswood shall reimburse the NYISO
for the total excess.

2.4.2 True-up payments to or from Ravenswood, if any, for Seasonal Barge costs shall

be included on the NYISO invoices to Ravenswood for the month of July 2024.
True-up payments to or from Ravenswood, if any, for Tank Cleaning shall be

SERVICE AGREEMENT NO. 2827

included on the NYISO invoices to Ravenswood for the month of July 2024. Calculations and payments of True-up payments may be extended by written agreement of the parties based on actual receipt of invoices and completion of cleaning activities.

2.5 The NYISO shall pay Ravenswood the Demand Charge in three equal amounts using

the NYISO’s normal billing cycle for the three calendar months following Commission approval of the Agreement.  The payments will include interest, calculated in accordance with the NYISO Services Tariff, from January 1, 2024 to the disbursement date of the monthly invoice on which the payment appears.

2.6 NYISO will allocate Demand Charges and O&M Costs, paid to Ravenswood pursuant

to this Implementation Agreement, under the provisions of Section 6.1.7 of the NYISO’s Open Access Transmission Tariff (“OATT”), that are in effect at the time this Implementation Agreement is executed, to all load withdrawals in the Con Edison Transmission District (Load Zones H, I and J) based on each Load Serving Entity’s (“LSE’s”) load ratio share.

2.6.1   Demand Charges, paid pursuant to Sections 2.2 and 2.5 of the Implementation
Agreement, will be allocated among all load withdrawals in the Con Edison
Transmission District (Load Zones H, I and J) based on each LSE’s load ratio
share for the same month that the Demand Charge payments to Ravenswood are
invoiced.

2.6.2   All O&M Costs paid pursuant to Section 2.3 of the Implementation Agreement
shall be allocated among all load withdrawals in the Con Edison Transmission
District (Load Zones H, I and J) based on each LSE’s load ratio share for the same

SERVICE AGREEMENT NO. 2827

month that the O&M cost payments to Ravenswood are invoiced.

2.7 To the extent that Ravenswood determines during the term of this Implementation

Agreement that it needs to obtain a spot barge to provide Oil Burn for G.2 beyond those
initially designated in this Implementation Agreement, Ravenswood will inform the

NYISO, and others as appropriate, of the need and its attempt to obtain the spot barge, and
negotiate the cost of the spot barge which includes the costs of heating, tugging, booming, testing
and inspections to the extent they can be procured (hereinafter referred to as “Supplemental
Costs”).  If such spot barge is obtained, Ravenswood shall bear one-third (1/3) of such
Supplemental Costs and the NYISO shall pay to Ravenswood and recover two-thirds (2/3) of
such Supplemental Costs as a cost for Fuel Oil Burn for G.2 pursuant to Section 6.1.7 of the
OATT unless Con Edison Steam determines that it needs Fuel Oil that would be procured
pursuant to this Section. If Con Edison Steam determines that it does need additional Fuel Oil
that would be procured pursuant to this Section, and it provides written notice to Ravenswood
of such determination no later than five business days following notice from Ravenswood that it
needs to obtain a spot barge to provide Fuel Oil Burn for G.2, the NYISO shall pay to Ravenswood
and recover one-third (1/3) of such Supplemental Costs as a cost for Fuel Oil Burn for G.2
pursuant to Section 6.1.7 of the OATT; Con Ed Steam shall bear one-third (1/3) of such
Supplemental Costs; and Ravenswood shall bear one-third (1/3) of such Supplemental Costs. The
NYISO shall pay Ravenswood all Supplemental Costs for which the NYISO is responsible under
this Section in the billing cycle immediately after the cycle in which such costs were incurred and
billed to the NYISO and shall allocate such payments to Ravenswood among all load withdrawals
in the Con Edison Transmission District (Load Zones H, I and J) pursuant to Section 6.1.7 of the
OATT as a cost for Fuel Oil Burn for G.2 based on each LSE’s load ratio share for the month for
which the payments to Ravenswood of the Supplemental Costs are invoiced. Payments of interest,
if any, shall be paid in accordance with the NYISO’s normal billing cycles.

SERVICE AGREEMENT NO. 2827

2.8 The Parties understand that the components comprising the Demand Charge, and the

determination of the on-site O&M Costs, reflect certain estimated costs, and the Parties
agree  that  such  estimates  are  reasonable  and  that  Ravenswood  shall  provide
documentation of such reasonableness upon request. In the event Ravenswood’s actual
costs making up the Demand Charges and O&M Costs differ from the estimates, there
will be no true-up for these costs in either direction other than those specifically
described. Thus, Ravenswood shall not be entitled to impose a surcharge, and no market
participant shall be entitled to a refund with respect to the Demand Charges and O&M
Costs.

2.9 Consideration for Implementation Agreement

2.9.1   In consideration of the terms agreed to herein, Ravenswood will: (a) (i) arrange
for, operate, and maintain the facilities outlined in Section 1.3 and (ii) generate
electric energy using Fuel Oil for G.2 under the terms of this Implementation
Agreement for the period May 1, 2023 through April 30, 2024 from at least one
of its existing generating facilities at the Ravenswood site; and (b) not submit a
separate filing under Section 205 of the Federal Power Act (“FPA”) seeking a
rate or tariff for Ravenswood’s provision of Fuel Oil Burn for G.2 for the period
of May 1, 2023 through April 30, 2024.

2.9.2   Also in consideration of the terms agreed to herein, no Party shall file a complaint
under FPA Section 206 seeking rates, or terms and conditions, for Fuel Oil Burn
for G.2 for the period May 1, 2023 through April 30, 2024 that differ from those
agreed to in this Implementation Agreement.

SERVICE AGREEMENT NO. 2827

SECTION THREE

TERMINATION/AMENDMENT

3.1 Except  for  outstanding  payment  obligations  under  Section  Two  hereof,  this

Implementation Agreement shall terminate on April 30, 2024.  Notwithstanding the
immediately preceding sentence, the Parties are free to enter into negotiations to extend
the  termination date  of this  Implementation  Agreement  and/or  negotiate  a  new

agreement for Ravenswood’s provision of Fuel Oil Burn for G.2 subsequent to April 30,
2024, in each instance subject to Commission approval. If any such negotiations are not
concluded by January 1, 2024, subject to Sections Six and Seven hereof, the Parties

reserve all rights they may have to make filings with the Commission, or oppose such
filings, as each Party deems appropriate, with respect to Ravenswood’s provision of Fuel
Oil Burn for G.2 for the period subsequent to April 30, 2024, including but not limited

to Ravenswood filing a rate schedule under FPA Section 205, and/or the NYISO filing
an unexecuted Implementation Agreement under Section 4.1.9 of its Services Tariff, or
a Party filing a complaint under FPA Section 206. Such negotiations shall be subject to

the consultation requirements in Section 4.1.9 of the Services Tariff.

3.2 Parties shall retain all rights under the FPA, under Section 4.1.9 of the Services Tariff,

and under all other provisions in the Services Tariff, to the extent applicable, as discussed in Sections Six and Seven of this Implementation Agreement.

SECTION FOUR

SECTION4.1.9   OF   THE   NYISO   SERVICES   TARIFF   AND   PRE-

EXISTING AGREEMENTS

4.1 This Implementation Agreement constitutes the full and complete agreement of the

Parties with respect to the subject matter addressed herein for Ravenswood’s provision of

SERVICE AGREEMENT NO. 2827

Fuel Oil Burn for G.2 for the period May 1, 2023 through April 30, 2024 and supersedes all
prior negotiations, understandings, and agreements, whether written or oral, between the Parties
with respect to the subject matter described herein. The Parties agree that the Implementation
Agreement and Minimum Oil Burn Agreement entered into in settlement of matters related to
the period May 1, 2023 through April 30, 2024 will expire and have no further force or effect
after April 30, 2024. The Parties also agree that this Implementation Agreement does not affect
or change the provisions of the Services Tariff, including Section 4.1.9. They further agree that
Ravenswood’s compensation for the provision of Fuel Oil Burn for G.2 for the period May 1,
2023 through April 30, 2024, as specified in Section 1 hereof, shall be pursuant to this
Implementation Agreement.

4.2 Except as otherwise noted herein, for the period May 1, 2023 through April 30, 2024,

where there are differences between Section 4.1.9 of the Services Tariff and the terms
of this Implementation Agreement, the terms of this Implementation Agreement govern.

4.3 All references within this Implementation Agreement to Section 4.1.9 of the Services

Tariff refer to the provisions of Section 4.1.9 as they exist as of the date this

Implementation Agreement is executed.

SECTION FIVE

COMMISSION ORDER

5.1 For purposes of this Implementation Agreement, a Commission order shall be deemed a

Final Order when the last date for filing a request for rehearing with the Commission
has expired if no rehearing request is filed by that date and there are no other matters
pending related to the filing of this Implementation Agreement.  To the extent the
Commission accepts  this  Implementation  Agreement  subject  to  a  condition  or
modification and any Party files a request for rehearing, each Party shall have the right to

SERVICE AGREEMENT NO. 2827

withdraw from this Implementation Agreement, which withdrawal may be exercised in such Party’s sole discretion.

SECTION SIX

FILING RIGHTS

6.1 This Implementation Agreement does not address (1) Ravenswood’s legal authority, if

any, to have its own rate schedule on file under FPA Section 205 to provide Fuel Oil
Burn for G.2, i.e., burn Fuel Oil in lieu of natural gas in furtherance of Rule G.2, or (2)
Ravenswood’s obligation, if any, to provide Fuel Oil Burn for G.2 and to be compensated
for doing so, pursuant to an unexecuted Implementation Agreement under Section 4.1.9
of its Services Tariff. These issues are contested and unresolved, however, the Parties
agree that the Commission can and should accept this Implementation Agreement
without addressing them.

6.2 In signing this Implementation Agreement, other than as outlined in Sections 6.3 and 7.2

of this Implementation Agreement, no Party waives any rights it may possess to have
rates on file under Section 205 of the FPA, or to make FPA Section 205 or 206 filings.

6.3 No Party will make a Section 205 filing or a Section 206 filing seeking a rate or a revised

rate to compensate Ravenswood for burning Fuel Oil in furtherance of Rule G.2 for the
period May 1, 2023 through April 30, 2024 or to modify the terms and conditions in this
Implementation Agreement, unless the Parties, by mutual consent, agree to modify the
terms and conditions in this Implementation Agreement.  Nevertheless, the Parties
specifically reserve the right to raise all arguments in support of, or in opposition to,
Ravenswood’s provision of Fuel Oil Burn for G.2 under Ravenswood’s own FPA
Section 205 rate schedule and/or pursuant to an unexecuted Implementation Agreement under
Section 4.1.9 of the NYISO Services Tariff, including in each instance proposed terms and

SERVICE AGREEMENT NO. 2827

conditions and compensation for Fuel Oil Burn for G.2, for a period subsequent to April 30,
2024.

6.4The Parties hereby reserve all rights to which they are entitled under Sections 205 and

206 of the FPA, except as set forth herein.

6.5 For the sole purpose of settling the compensation matters described herein, this

Implementation Agreement represents a fair and reasonable negotiated settlement that is
in the public interest. The term of this Implementation Agreement shall not limit or
restrict the arguments that the Parties may put forth or the positions that the Parties may
take in any future proceeding before the Commission that are not specifically agreed to
herein.

SECTION SEVEN

EFFECTIVE DATE AND GENERAL RESERVATIONS

7.1This Implementation Agreement shall become effective as of May 1, 2023 upon an order

approving the Implementation Agreement becoming a Final Order as defined in

Paragraph

4.1  herein.   If  the  Commission  accepts  the  Implementation  Agreement  without modification, no Party will request rehearing or otherwise appeal or support rehearing requests or appeals by others.

7.2 No Party shall use this Implementation Agreement, or the terms hereof, as evidence to

support, or oppose, an argument that Ravenswood is obligated to provide Fuel Oil Burn for G.2, or to be compensated for doing so, under Section 4.9.1 of the Services Tariff, or that Ravenswood has the right to have its own rate schedule for Fuel Oil Burn for G.2 under Section 205 of the FPA.

7.3 This Implementation Agreement is an integrated whole and is expressly conditioned on

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the Commission’s acceptance of all provisions herein without modification or condition.
Notwithstanding the foregoing, if the Commission’s approval of this Implementation
Agreement is conditioned on a modification of this Implementation Agreement or on

any other condition, such modification or condition shall be considered to be accepted
unless a Party objecting to such condition or modification serves written notice on the
other Party of its intent to seek rehearing of the order approving the Implementation

Agreement as modified or conditioned within a period of ten days from the date of such
order.  Should Commission approval be subject to condition or modification of this
Implementation Agreement, each Party shall then have the right, as determined in its

sole discretion, to withdraw as a signatory of the Implementation Agreement. In the
event that a Party withdraws, the Implementation Agreement shall not constitute any part
of the record with respect to establishing payments to Ravenswood to burn Fuel Oil for

G.2 needs and shall not be used for any purpose in this or any future docket.

7.4 Commission approval of this Implementation Agreement shall constitute the requisite

waiver of any and all otherwise applicable Commission regulations, to the extent
necessary,  to  permit  implementation  of  the  provisions  of  this  Implementation
Agreement.

7.5 This Implementation Agreement  is made upon the express understanding that  it

constitutes a negotiated agreement and, except as otherwise expressly provided for
herein, no Party shall be deemed to have approved, accepted, agreed to, or consented to
any principle or policy relating to rate design, rate calculation, or any other matter
affecting or relating to any of the compensation, charges, classifications, terms,
conditions, principles, or issues associated with this Implementation Agreement.  This

SERVICE AGREEMENT NO. 2827

Implementation Agreement shall not be deemed to be a “settled practice” as that term was
interpreted and applied in Public Service Commission of New York v. FERC, 642 F.2d 1335
(D.C. Cir. 1980), and shall not be the basis for any decision with regard to the burden of proof
in any future litigation. This Implementation Agreement shall not be cited as precedent, nor shall
it be deemed to bind either Party in any future proceeding including, but not limited to, any
Commission proceeding, except in any proceeding to enforce this Implementation Agreement.

7.6 The  discussions  among  the  Parties  and  other  entities  that  have  produced  this

Implementation Agreement have been conducted on the explicit understanding, pursuant to Rules 602(e) and 606 of the Commission’s Rules of Practice and Procedures, that all offers and any comments on these offers are privileged and not admissible as evidence against any participant who objects to their admission and that any discussions of the Parties and other entities with respect to offers of settlement is not subject to discovery or admissible in evidence.

7.7 The Implementation Agreement is subject to the “public interest” standard of review set

forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) (“Mobile Sierra doctrine”) to the full extent legally permissible and as interpreted in Morgan Stanley Capital Group Inc. v. Pub. Util District No. 1, 128 S. Ct. 2733 (2008), NRG Power Marketing LLC v. Me. Pub. Utils, Comm’n, 130 S. Ct. 693 (2010) and Dominion Transmission Inc. v. FERC, 533 F.3d 845 (2008).

7.8 Headings in this Implementation Agreement are included for convenience only and are

not  intended  to  have  any  significance  in  interpretation  of  this  Implementation Agreement. Signatures may occur by counterparts. Such signatures shall have the same effect as if all signatures were on the same document.

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SECTION EIGHT

SUPPORT OF FULL SETTLEMENT

8.1 The Parties agree that this Implementation Agreement resolves all issues related to the

manner in which Ravenswood will be compensated for providing Fuel Oil Burn for G.2 for the period May 1, 2023 through April 30, 2024.

Respectfully submitted,

RAVENSWOOD

OPERATIONS LLC f/k/a

HELIX RAVENSWOOD, LLC

By:/s/ Clinton PlummerDated as of:  December 15, 2023

Clinton Plummer

Chief Executive Officer
1700 Broadway, 35th
Floor New York, NY
10019

Tel: (201) 450-7761

Clint.plummer@riselight.com

NEW YORK INDEPENDENT SYSTEM OPERATOR, INC.

By:/s/ Aaron MarkhamDated as of:  December 15, 2023

Aaron Markham
Vice President -
Operations 10 Krey
Boulevard

Rensselaer, NY 12144
Tel: 518-356-8507

AMarkham@nyiso.com