Common use of Agreed Upon Procedures Clause in Contracts

Agreed Upon Procedures. The purpose of performing the agreed upon procedures is to ensure and confirm the information submitted by the Seller in the Economic Benefits Report is accurate and falls within the categories of Eligible Economic Benefits described above. Inquire of the Seller whether each Claimed Expense is related to the development, construction, operation and/or maintenance of the Selected Project. From the Seller’s Economic Benefits Report, if sampling is used, select an appropriate sample for detailed testing of underlying transactions in accordance with the sampling methodology noted above. Disclose the population as well as the sample size for each category in the AUPR. Follow documentation requirements as outlined previously within this Exhibit I in addition to other documentation requirements as outlined further below. For Seller’s or its Affiliates’ or third party labor-related expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliates’ or third party payroll records (e.g., payroll journals, W-2 forms, or benefits invoices) and determine: The name of the employer/purchaser is the Seller or an Affiliate or third party; The work was performed in New York State or the employer has certified that the employee is covered by a Project Labor Agreement or Labor Peace Agreement as described and subject to the approval in Section 18.11 and the requirements set forth in 18.12 of this Agreement; Expenditure amounts agree to the payroll records and/or other supporting acceptable documentation; The payment was for services rendered during the time period described in this Exhibit I; Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates or third party (which may include payroll journal, general ledger, cancelled checks, etc.); and Expenditure is listed under the proper category. For Seller’s in-state purchases of goods, services, equipment and materials: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliates’ supporting documentation accompanying the Economic Benefits Reports and determine: Seller (or an Affiliate, contractor, or vendor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; Payment is associated with goods, services, equipment, materials, operations and/or maintenance expenses; The vendor is a New York State Firm; and Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates (which may include cash disbursements journal, payroll journal, general ledger, cancelled checks, etc.). Inspect records supporting in-house equipment expenditures and obtain copy of letter provided by the Seller (or an Affiliate, contractor, or vendor) attesting to the accuracy of the expenditures reported for in-house equipment use. For Long-term capital investments by Seller and/or its Affiliates in offshore wind- enabling supply chain, infrastructure, workforce development and research and development initiatives in the state that are intended to have an enduring impact on the offshore wind industry and the New York State economy and/or investments not covered by (c) or (d) above: Compare each Claimed Expense to Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, or vendor) made the expenditure and/or investment; Expenditure/investment amounts agree to the supporting acceptable documentation; The payment was made during the time period specified in this Exhibit I; and The payee or investment is in New York, or the expenditure and/or investment was made for an above-described purpose for the benefit of New York (including the establishment of a fund accessible by New York residents or entities, or for a purpose to benefit New York). For other expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, or vendor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement or other documentation; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; The expenditure is an Eligible Economic Benefit as described above; The payee is a New York State Firm, a New York State municipality, or other counterparty as described above; and Expenditure agrees to the relevant provided financial records or documentation (which may include cash disbursements journal, payroll journal, general ledger, cancelled checks, etc.). EXHIBIT J PROJECT LABOR AGREEMENT REQUIREMENTS The final form of PLA presented to NYSERDA for review and approval pursuant to Section 18.11 of this Agreement should address: Provisions that appropriately limit applicability of the PLA to United States-based (including Federal waters) covered work on the Selected Project (and not extending to any other work performed by contractors and subcontractors, or to the work of their affiliated entities), ensuring that Selected Project contractors or subcontractors are not required to become a signatory to any other labor agreement, and appropriately providing for the supremacy of the PLA over any potentially conflicting labor agreements that might otherwise apply to contractors and subcontractors. The PLA must apply to all covered construction and all contractors and subcontractors, of whatever tier, performing construction work on the Selected Project (subject to appropriate exceptions), and the PLA should be available to all contractors and subcontractors, of whatever tier, regardless of their union affiliation; Provisions for appropriate union recognition and security (limited to Selected Project work) and the referral of skilled craft workers, including provisions for staffing in the event qualified referrals are not reasonably available and for the reasonable use of a number of core employees by contractors and subcontractors (regardless of union affiliation and referral practices that might otherwise exist); Comprehensive labor harmony provisions to ensure against schedule disruption as a result of worksite disputes or other labor disputes of any kind; Comprehensive provisions for the resolution of workplace disputes through third party resolution, including provisions for the resolution of jurisdictional disputes (without disruption to the schedule of the Selected Project), and appropriate provisions for labor management cooperation; Appropriate provisions to allow the cost-effective and efficient coordination of multiple trades and contractors and subcontractors (notwithstanding any local labor agreements that might otherwise be applicable to contractors and subcontractors), as well as other appropriate management rights (such as appropriate provisions respecting specialty work and/or workers; adequately ensuring the contractors’ or subcontractors’ choice of materials, techniques, methods, technology or design, or, regardless of source or location; use and installation of equipment, machinery, package units, pre-cast, pre-fabricated, pre- finished, or pre-assembled materials, tools, or other labor-saving devices; the installation or use of materials, supplies or equipment regardless of their source (including as may be required by a vendor and/or to ensure warranty coverage); and to perform off-site work, subject to any restrictions imposed by law); Appropriate provisions promoting minority- or women-owned business enterprise (“MWBE”) employment and service-disabled veteran owned business (“SDVOB”) employment, as well as the employment of low-income workers in New York; Appropriate provisions for the use of apprentices; and Appropriate provisions for rules governing worksite access and conduct. Provisions appropriately requiring any contractor or subcontractor of any level that is not an initial party to the PLA to execute a Letter of Assent (LOA) or similar instrument binding such contractor or subcontractor to the terms of the PLA (including any applicable collective bargaining agreements that pursuant to the terms of the PLA apply to the scope of work awarded to such contractor or subcontractor). Progress Report [DEVELOPER] Date: [March/June/September/December] 1, 20[XX] Dear NYSERDA Offshore Wind Team, [DEVELOPER] (“Seller”) submits this Progress Report pursuant to Section 6.02 of the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (“the Agreement”) between the New York State Energy Research and Development Authority (“NYSERDA”) and Seller. Pursuant to Section 21.04 of the Agreement, all information enclosed herein that Seller wishes to protect from disclosure to third parties has been marked “confidential” or “proprietary.” Seller acknowledges that NYSERDA is subject to and must comply with the requirements of New York’s Freedom of Information Law (“FOIL”). See Public Officers’ Law Article 6. I, the undersigned certify that I am an Officer or otherwise authorized representative of Seller, that I am authorized to provide this Progress Report on behalf of Seller and that all statements herein are true and accurate. Seller’s Authorized Representative: Representative Title: Representative Signature: Date of Signature: This report shall cover the immediately preceding quarter prior to the reporting deadline except as otherwise specified. For the avoidance of doubt: the report submitted on June 1 shall cover the period January through March; the September 1 report shall cover the period April through June, the December 1 report shall cover July through September, and the March 1 report will cover the immediately preceding October through December. To the extent that there have been no changes to information submitted in the relevant section of a previously submitted report, the Seller may indicate that there has been no change from the previous quarter, in such case, Seller must indicate which previously submitted quarterly report includes the relevant information. Status of Development and/or Construction Planning or Activities

Agreed Upon Procedures. The purpose of performing the agreed upon procedures is to ensure and confirm the information submitted by the Seller in the Economic Benefits Report is accurate and falls within the categories of Eligible Economic Benefits described above. Inquire of the Seller whether each Claimed Expense is related to the development, construction, operation and/or maintenance of the Selected Project. From the Seller’s Economic Benefits Report, if sampling is used, select an appropriate sample for detailed testing of underlying transactions in accordance with the sampling methodology noted above. Disclose the population as well as the sample size for each category in the AUPR. Follow documentation requirements as outlined previously within this Exhibit I in addition to other documentation requirements as outlined further below. For Seller’s or its Affiliates’ or third party labor-related expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliates’ or third party payroll records (e.g., payroll journals, W-2 forms, or benefits invoices) and determine: The name of the employer/purchaser is the Seller or an Affiliate or third partyaffiliate; The work was performed in New York State or the employer has certified that the employee is covered by a Project Labor Agreement or Labor Peace Agreement as described and subject approved by NYSERDA pursuant to the approval in Section 18.11 and the requirements set forth in 18.12 of this Agreement; Expenditure amounts agree to the payroll records and/or other supporting acceptable documentation; The payment was for services rendered during the time period described in this Exhibit I; Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates or third party (which may include payroll journal, general ledger, cancelled checks, etc.); and Expenditure is listed under the proper category. For Seller’s in-state purchases of goods, goods and services, equipment and materials: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliates’ supporting documentation accompanying the Economic Benefits Reports and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; Payment is associated with goods, services, equipment, materials, operations and/or maintenance expenses; The vendor is a New York State Firm; and Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates (which may include cash disbursements journal, payroll journal, general ledger, cancelled checks, etc.). Inspect records supporting in-house equipment expenditures and obtain copy of letter provided by the Seller (or an Affiliate, contractor, its affiliate(s)) or vendor) General Contractor attesting to the accuracy of the expenditures reported for in-house equipment use. For Long-term capital investments by Seller and/or its Affiliates in offshore wind- wind-enabling supply chain, infrastructure, workforce development and research and development initiatives in the state that are intended to have an enduring impact on the offshore wind industry and the New York State economy and/or investments not covered by (c) or (d) above: Compare each Claimed Expense to Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) made the expenditure and/or investment; Expenditure/investment amounts agree to the supporting acceptable documentation; The payment was made during the time period specified in this Exhibit I; and The payee or investment is in New York, or the expenditure and/or investment was made for an above-described purpose for the benefit of New York (including the establishment of a fund accessible by New York residents or entities, or for a purpose to benefit New York). For other expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement or other documentation; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; The expenditure is an Eligible Economic Benefit as described above; The payee is a New York State Firm, a New York State municipality, or other counterparty as described above; and Expenditure agrees to the relevant provided financial records or documentation (which may include cash disbursements journal, payroll journal, general ledgerxxxxxx, cancelled checks, etc.). EXHIBIT J PROJECT LABOR AGREEMENT REQUIREMENTS The final form of PLA presented to NYSERDA for review and approval pursuant to Section 18.11 of this Agreement should address: Provisions that appropriately limit applicability of the PLA to United States-based (including Federal waters) covered work on the Selected Project (and not extending to any other work performed by contractors and subcontractors, or to the work of their affiliated entities), ensuring that Selected Project contractors or subcontractors are not required to become a signatory to any other labor agreement, and appropriately providing for the supremacy of the PLA over any potentially conflicting labor agreements that might otherwise apply to contractors and subcontractors. The PLA must apply to all covered construction and all contractors and subcontractors, of whatever tier, performing construction work on the Selected Project (subject to appropriate exceptions), and the PLA should be available to all contractors and subcontractors, of whatever tier, regardless of their union affiliation; Provisions for appropriate union recognition and security (limited to Selected Project work) and the referral of skilled craft workers, including provisions for staffing in the event qualified referrals are not reasonably available and for the reasonable use of a number of core employees by contractors and subcontractors (regardless of union affiliation and referral practices that might otherwise exist); Comprehensive labor harmony provisions to ensure against schedule disruption as a result of worksite disputes or other labor disputes of any kind; Comprehensive provisions for the resolution of workplace disputes through third party resolution, including provisions for the resolution of jurisdictional disputes (without disruption to the schedule of the Selected Project), and appropriate provisions for labor management cooperation; Appropriate provisions to allow the cost-effective and efficient coordination of multiple trades and contractors and subcontractors (notwithstanding any local labor agreements that might otherwise be applicable to contractors and subcontractors), as well as other appropriate management rights (such as appropriate provisions respecting specialty work and/or workers; adequately ensuring the contractors’ or subcontractors’ choice of materials, techniques, methods, technology or design, or, regardless of source or location; use and installation of equipment, machinery, package units, pre-cast, pre-fabricated, pre- pre-finished, or pre-assembled materials, tools, or other labor-saving devices; the installation or use of materials, supplies or equipment regardless of their source (including as may be required by a vendor and/or to ensure warranty coverage); and to perform off-site work, subject to any restrictions imposed by law); Appropriate provisions promoting minority- or women-owned business enterprise (“MWBE”) employment and service-disabled veteran owned business (“SDVOB”) employment, as well as the employment of low-income workers in New York; Appropriate provisions for the use of apprentices; and Appropriate provisions for rules governing worksite access and conduct. Provisions appropriately requiring any contractor or subcontractor of any level that is not an initial party to the PLA to execute a Letter of Assent (LOA) or similar instrument binding such contractor or subcontractor to the terms of the PLA (including any applicable collective bargaining agreements that pursuant to the terms of the PLA apply to the scope of work awarded to such contractor or subcontractor). Progress Report [DEVELOPER] Date: [March/June/September/December] 1, 20[XX] Dear NYSERDA Offshore Wind Team, [DEVELOPER] (“Seller”) submits this Progress Report pursuant to Section 6.02 of the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (“the Agreement”) between the New York State Energy Research and Development Authority (“NYSERDA”) and Seller. Pursuant to Section 21.04 of the Agreement, all information enclosed herein that Seller wishes to protect from disclosure to third parties has been marked “confidential” or “proprietary.” Seller acknowledges that NYSERDA is subject to and must comply with the requirements of New York’s Freedom of Information Law (“FOIL”). See Public Officers’ Law Article 6. I, the undersigned certify that I am an Officer or otherwise authorized representative of Seller, that I am authorized to provide this Progress Report on behalf of Seller and that all statements herein are true and accurate. Seller’s 's Authorized Representative: _____________________________________________________ Representative Title: _____________________________________________________ Representative Signature: _____________________________________________________ Date of Signature: This report shall cover the immediately preceding quarter prior to the reporting deadline except as otherwise specified. For the avoidance of doubt: the report submitted on June 1 shall cover the period January through March; the September 1 report shall cover the period April through June, the December 1 report shall cover July through September, and the March 1 report will cover the immediately preceding October through December. To the extent that there have been no changes to information submitted in the relevant section of a previously submitted report, the Seller may indicate that there has been no change from the previous quarter, in such case, Seller must indicate which previously submitted quarterly report includes the relevant information. _____________________________________________________ Status of Development and/or Construction Planning or ActivitiesActivities [Insert Update] Progress in Obtaining All Required Environmental or Other Permits and/or Local Approvals [Insert update]

Agreed Upon Procedures. The purpose of performing the agreed upon procedures is to ensure and confirm the information submitted by the Seller in on the Economic Benefits Report is accurate and falls within the categories of Eligible Economic Benefits described above. Inquire of the Seller whether each Claimed Expense is related to the development, construction, operation and/or maintenance of the Selected Project. From the Seller’s Economic Benefits Report, if sampling is used, select an appropriate sample for detailed testing of underlying transactions in accordance with the sampling methodology noted above. Disclose the population as well as the sample size for each category in the AUPR. Follow documentation requirements as outlined previously within this Exhibit I in addition to other documentation requirements as outlined further below. For Seller’s or its Affiliatesaffiliates’ or third party labor-related expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliatesaffiliates’ or third party payroll records (e.g., payroll journals, W-2 forms, or benefits invoices) and determine: The name of the employer/purchaser is the Seller or an Affiliate or third partyaffiliate; The work was performed in New York State or the employer has certified that the employee is covered by a the Project Labor Agreement or Labor Peace Agreement as described and subject approved by NYSERDA pursuant to the approval in Section 18.11 and the requirements set forth in 18.12 of this Agreement; Expenditure amounts agree to the payroll records and/or other supporting acceptable documentation; The payment was for services rendered during the time period described in this Exhibit IF; Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates or third party affiliates (which may include payroll journal, general ledger, cancelled checks, etc.); and Expenditure is listed under the proper category. For Seller’s in-state purchases of goods, goods and services, equipment and materials: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliatesaffiliates’ supporting documentation accompanying the Economic Benefits Reports and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit IF; Payment is associated with goods, services, equipment, materials, operations and/or maintenance expenses; The vendor is a New York State Firm; and Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates affiliates (which may include cash disbursements journal, payroll journal, general ledger, cancelled checks, etc.). Inspect records supporting in-house equipment expenditures and obtain copy of letter provided by the Seller (or an Affiliate, contractor, its affiliate(s)) or vendor) General Contractor attesting to the accuracy of the expenditures reported for in-house equipment use. For Long-term capital investments by Seller and/or its Affiliates in offshore wind- enabling supply chain, infrastructure, workforce development and research and development initiatives in the state that are intended to have an enduring impact on the offshore wind industry and the New York State economy and/or investments not covered by (c) or (d) above: Compare each Claimed Expense to Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, or vendor) made the expenditure and/or investment; Expenditure/investment amounts agree to the supporting acceptable documentation; The payment was made during the time period specified in this Exhibit I; and The payee or investment is in New York, or the expenditure and/or investment was made for an above-described purpose for the benefit of New York (including the establishment of a fund accessible by New York residents or entities, or for a purpose to benefit New York). For other expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s supporting documentation accompanying the Economic Benefits Report Reports and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement or other documentation; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit IF; The expenditure is an Eligible Economic Benefit as described above; The payee is a New York State Firm, a New York State municipality, or other counterparty as described above; and Expenditure agrees to the relevant provided financial records or documentation (which may include cash disbursements journal, payroll journal, general ledger, cancelled checks, etc.). EXHIBIT J PROJECT LABOR AGREEMENT REQUIREMENTS The final form of PLA presented to NYSERDA for review and approval pursuant to Section 18.11 of this Agreement should address: Provisions that appropriately limit applicability of the PLA to United States-based (including Federal waters) covered work on the Selected Project (and not extending to any other work performed by contractors and subcontractors, or to the work of their affiliated entities), ensuring that Selected Project contractors or subcontractors are not required to become a signatory to any other labor agreement, and appropriately providing for the supremacy of the PLA over any potentially conflicting labor agreements that might otherwise apply to contractors and subcontractors. The PLA must apply to all covered construction and all contractors and subcontractors, of whatever tier, performing construction work on the Selected Project (subject to appropriate exceptions), and the PLA should be available to all contractors and subcontractors, of whatever tier, regardless of their union affiliation; Provisions for appropriate union recognition and security (limited to Selected Project work) and the referral of skilled craft workers, including provisions for staffing in the event qualified referrals are not reasonably available and for the reasonable use of a number of core employees by contractors and subcontractors (regardless of union affiliation and referral practices that might otherwise exist); Comprehensive labor harmony provisions to ensure against schedule disruption as a result of worksite disputes or other labor disputes of any kind; Comprehensive provisions for the resolution of workplace disputes through third party resolution, including provisions for the resolution of jurisdictional disputes (without disruption to the schedule of the Selected Project), and appropriate provisions for labor management cooperation; Appropriate provisions to allow the cost-effective and efficient coordination of multiple trades and contractors and subcontractors (notwithstanding any local labor agreements that might otherwise be applicable to contractors and subcontractors), as well as other appropriate management rights (such as appropriate provisions respecting specialty work and/or workers; adequately ensuring the contractors’ or subcontractors’ choice of materials, techniques, methods, technology or design, or, regardless of source or location; use and installation of equipment, machinery, package units, pre-cast, pre-fabricated, pre- pre-finished, or pre-assembled materials, tools, or other labor-saving devices; the installation or use of materials, supplies or equipment regardless of their source (including as may be required by a vendor and/or to ensure warranty coverage); and to perform off-site work, subject to any restrictions imposed by law); Appropriate provisions promoting minority- or women-owned business enterprise (“MWBE”) employment and service-disabled veteran owned business (“SDVOB”) employment, as well as the employment of low-income workers in New York; Appropriate provisions for the use of apprentices; and Appropriate provisions for rules governing worksite access and conduct. Provisions appropriately requiring any contractor or subcontractor conduct [Seller and NYSERDA will agree upon a set of any level that is not an initial party auditable procedures for calculating annually the Supplier Production for GHG Baseline, subject to the PLA to execute a Letter of Assent (LOA) or similar instrument binding such contractor or subcontractor to the terms of the PLA (including any applicable collective bargaining agreements that pursuant to the terms of the PLA apply to the scope of work awarded to such contractor or subcontractor). Progress Report [DEVELOPER] Date: [March/June/September/December] 1, 20[XX] Dear NYSERDA Offshore Wind Team, [DEVELOPER] (“Seller”) submits this Progress Report pursuant to Section 6.02 of the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (“the Agreement”) between the New York State Energy Research and Development Authority (“NYSERDA”) and Seller. Pursuant to Section 21.04 of the Agreement, all information enclosed herein that Seller wishes to protect from disclosure to third parties has been marked “confidential” or “proprietary.” Seller acknowledges that NYSERDA is subject to and must comply with the requirements of New York’s Freedom of Information Law (“FOIL”). See Public Officers’ Law Article 6. I, the undersigned certify that I am an Officer or otherwise authorized representative of Seller, that I am authorized to provide this Progress Report on behalf of Seller and that all statements herein are true and accurate. Seller’s Authorized Representative: Representative Title: Representative Signature: Date of Signature: This report shall cover the immediately preceding quarter prior to the reporting deadline except as otherwise specified. For the avoidance of doubt: the report submitted on June 1 shall cover the period January through March; the September 1 report shall cover the period April through June, the December 1 report shall cover July through September, and the March 1 report will cover the immediately preceding October through December. To the extent that there have been no changes to information submitted in the relevant section of a previously submitted report, the Seller may indicate that there has been no change from the previous quarter, in such case, Seller must indicate which previously submitted quarterly report includes the relevant information. Status of Development and/or Construction Planning or Activitiesfollowing conditions:

Agreed Upon Procedures. The purpose of performing the agreed upon procedures is to ensure and confirm the information submitted by the Seller in the Economic Benefits Report is accurate and falls within the categories of Eligible Economic Benefits described above. Inquire of the Seller whether each Claimed Expense is related to the development, construction, operation and/or maintenance of the Selected Project. From the Seller’s Economic Benefits Report, if sampling is used, select an appropriate sample for detailed testing of underlying transactions in accordance with the sampling methodology noted above. Disclose the population as well as the sample size for each category in the AUPR. Follow documentation requirements as outlined previously within this Exhibit I in addition to other documentation requirements as outlined further below. For Seller’s or its Affiliatesaffiliates’ or third party labor-related expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliatesaffiliates’ or third party payroll records (e.g., payroll journals, W-2 forms, or benefits invoices) and determine: The name of the employer/purchaser is the Seller or an Affiliate or third partyaffiliate; The work was performed in New York State or the employer has certified that the employee is covered by a Project Labor Agreement or Labor Peace Agreement as described and subject approved by NYSERDA pursuant to the approval in Section 18.11 and the requirements set forth in 18.12 of this Agreement; Expenditure amounts agree to the payroll records and/or other supporting acceptable documentation; The payment was for services rendered during the time period described in this Exhibit I; Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates or third party affiliates (which may include payroll journal, general ledger, cancelled checks, etc.); and Expenditure is listed under the proper category. For Seller’s in-state purchases of goods, goods and services, equipment and materials: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliatesaffiliates’ supporting documentation accompanying the Economic Benefits Reports and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; Payment is associated with goods, services, equipment, materials, operations and/or maintenance expenses; The vendor is a New York State Firm; and Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates affiliates (which may include cash disbursements journal, payroll journal, general ledger, cancelled checks, etc.). Inspect records supporting in-house equipment expenditures and obtain copy of letter provided by the Seller (or an Affiliate, contractor, its affiliate(s)) or vendor) General Contractor attesting to the accuracy of the expenditures reported for in-house equipment use. For Long-term capital investments by Seller and/or its Affiliates affiliates in offshore wind- wind-enabling supply chain, infrastructure, workforce development and research and development initiatives in the state that are intended to have an enduring impact on the offshore wind industry and the New York State economy and/or investments not covered by (c) or (d) above: Compare each Claimed Expense to Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) made the expenditure and/or investment; Expenditure/investment amounts agree to the supporting acceptable documentation; The payment was made during the time period specified in this Exhibit I; and The payee or investment is in New York, or the expenditure and/or investment was made for an above-described purpose for the benefit of New York (including the establishment of a fund accessible by New York residents or entities, or for a purpose to benefit New York). For other expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement or other documentation; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; The expenditure is an Eligible Economic Benefit as described above; The payee is a New York State Firm, a New York State municipality, or other counterparty as described above; and Expenditure agrees to the relevant provided financial records or documentation (which may include cash disbursements journal, payroll journal, general ledgerxxxxxx, cancelled checks, etc.). EXHIBIT J PROJECT LABOR AGREEMENT REQUIREMENTS The final form of PLA presented to NYSERDA for review and approval pursuant to Section 18.11 of this Agreement should address: Provisions that appropriately limit applicability of the PLA to United States-based (including Federal waters) covered work on the Selected Project (and not extending to any other work performed by contractors and subcontractors, or to the work of their affiliated entities), ensuring that Selected Project contractors or subcontractors are not required to become a signatory to any other labor agreement, and appropriately providing for the supremacy of the PLA over any potentially conflicting labor agreements that might otherwise apply to contractors and subcontractors. The PLA must apply to all covered construction and all contractors and subcontractors, of whatever tier, performing construction work on the Selected Project (subject to appropriate exceptions), and the PLA should be available to all contractors and subcontractors, of whatever tier, regardless of their union affiliation; Provisions for appropriate union recognition and security (limited to Selected Project work) and the referral of skilled craft workers, including provisions for staffing in the event qualified referrals are not reasonably available and for the reasonable use of a number of core employees by contractors and subcontractors (regardless of union affiliation and referral practices that might otherwise exist); Comprehensive labor harmony provisions to ensure against schedule disruption as a result of worksite disputes or other labor disputes of any kind; Comprehensive provisions for the resolution of workplace disputes through third party resolution, including provisions for the resolution of jurisdictional disputes (without disruption to the schedule of the Selected Project), and appropriate provisions for labor management cooperation; Appropriate provisions to allow the cost-effective and efficient coordination of multiple trades and contractors and subcontractors (notwithstanding any local labor agreements that might otherwise be applicable to contractors and subcontractors), as well as other appropriate management rights (such as appropriate provisions respecting specialty work and/or workers; adequately ensuring the contractors’ or subcontractors’ choice of materials, techniques, methods, technology or design, or, regardless of source or location; use and installation of equipment, machinery, package units, pre-cast, pre-fabricated, pre- pre-finished, or pre-assembled materials, tools, or other labor-saving devices; the installation or use of materials, supplies or equipment regardless of their source (including as may be required by a vendor and/or to ensure warranty coverage); and to perform off-site work, subject to any restrictions imposed by law); Appropriate provisions promoting minority- or women-owned business enterprise (“MWBE”) employment and service-disabled veteran owned business (“SDVOB”) employment, as well as the employment of low-income workers in New York; Appropriate provisions for the use of apprentices; and Appropriate provisions for rules governing worksite access and conduct. Provisions appropriately requiring any contractor [This exhibit is being finalized to incorporate stakeholder feedback. This document will be updated on NYSERDA’s 2022 Offshore Wind Solicitation page, and stakeholders will be notified by email.] Project Title: Contractor’s Name: Offshore Wind Project: Developer Name: I certify that iron and steel products that will be permanently incorporated into the offshore wind project will have been manufactured in the United States from the initial melting stage through the application of coatings (except metallurgical processes involving the refinement of steel additives), such that a minimum of $114,000 per megawatt capacity of steel components are manufactured in the United States, as set forth in the ORECRFP22-1. I will also develop and maintain the necessary documentation to demonstrate that iron and steel products incorporated into the project were manufactured in the United States, in the amount required, and make such documentation available to NYSERDA or subcontractor their authorized representatives, upon request. Signature: Name: Title: Date: Manufacturer’s Certification The following information is provided as a manufacturer’s sample letter of any level certification for compliance with the ORECRFP22-1 requirement that is not an that a minimum of $114,000 per megawatt capacity of iron or steel components that will be permanently incorporated into the offshore wind project will have been manufactured in the United States from the initial party to melting stage through the PLA to execute a Letter application of Assent coatings (LOA) or similar instrument binding such contractor or subcontractor to except metallurgical processes involving the terms refinement of the PLA (including any applicable collective bargaining agreements that pursuant to the terms of the PLA apply to the scope of work awarded to such contractor or subcontractorsteel additives). Progress Report Date Company Name Company Xxxxxxx Xxxx, Xxxxx Xxx Xxxxxxx: Xxxxxx Xxxxxx Iron and Steel Certification for [DEVELOPER] Date: [March/June/September/December] 1project name], 20[XX] Dear NYSERDA Offshore Wind Teamin accordance with ORECRFP2022-1 I, [DEVELOPER] (“Seller”) submits this Progress Report pursuant to Section 6.02 company representative), certify that the following iron or steel products and/or materials shipped or provided for the subject project were manufactured in the United States, from the initial melting stage through the application of coatings (except metallurgical processes involving the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (“the Agreement”) between the New York State Energy Research and Development Authority (“NYSERDA”) and Seller. Pursuant to Section 21.04 refinement of the Agreement, all information enclosed herein that Seller wishes to protect from disclosure to third parties has been marked “confidential” or “proprietary.” Seller acknowledges that NYSERDA is subject to and must comply with the requirements of New York’s Freedom of Information Law (“FOIL”steel additives). See Public Officers’ Law Article 6. IItem, the undersigned certify that I am an Officer or otherwise authorized representative of Seller, that I am authorized to provide this Progress Report on behalf of Seller and that all statements herein are true and accurate. Seller’s Authorized Representative: Representative Title: Representative Signature: Date of Signature: This report shall cover the immediately preceding quarter prior to the reporting deadline except as otherwise specified. For the avoidance of doubt: the report submitted on June 1 shall cover the period January through March; the September 1 report shall cover the period April through June, the December 1 report shall cover July through SeptemberProducts and/or Materials, and the March 1 report will cover the immediately preceding October through DecemberManufacturing Location: 1. To the extent that there have been no changes to information submitted in the relevant section of a previously submitted report, the Seller may indicate that there has been no change from the previous quarter, in such case, Seller must indicate which previously submitted quarterly report includes the relevant information. Status of Development and/or Construction Planning or ActivitiesXxxx

Agreed Upon Procedures. The purpose of performing the agreed upon procedures is to ensure and confirm the information submitted by the Seller in on the Economic Benefits Report is accurate and falls within the categories of Eligible Economic Benefits described above. Inquire of the Seller whether each Claimed Expense is related to the development, construction, operation and/or maintenance of the Selected Project. From the Seller’s Economic Benefits Report, if sampling is used, select an appropriate sample for detailed testing of underlying transactions in accordance with the sampling methodology noted above. Disclose the population as well as the sample size for each category in the AUPR. Follow documentation requirements as outlined previously within this Exhibit I in addition to other documentation requirements as outlined further below. For Seller’s or its Affiliatesaffiliates’ or third party labor-related expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliatesaffiliates’ or third party payroll records (e.g., payroll journals, W-2 forms, or benefits invoices) and determine: The name of the employer/purchaser is the Seller or an Affiliate or third partyaffiliate; The work was performed in New York State or the employer has certified that the employee is covered by a the Project Labor Agreement or Labor Peace Agreement as described and subject approved by NYSERDA pursuant to the approval in Section 18.11 and the requirements set forth in 18.12 of this Agreement; Expenditure amounts agree to the payroll records and/or other supporting acceptable documentation; The payment was for services rendered during the time period described in this Exhibit I; Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates or third party affiliates (which may include payroll journal, general ledger, cancelled checks, etc.); and Expenditure is listed under the proper category. For Seller’s in-state purchases of goods, goods and services, equipment and materials: Compare the expenditures claimed for each transaction selected to the Seller’s or its Affiliatesaffiliates’ supporting documentation accompanying the Economic Benefits Reports and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; Payment is associated with goods, services, equipment, materials, operations and/or maintenance expenses; The vendor is a New York State Firm; and Expenditure agrees to the relevant provided financial records of Seller and/or its Affiliates affiliates (which may include cash disbursements journal, payroll journal, general ledger, cancelled checks, etc.). Inspect records supporting in-house equipment expenditures and obtain copy of letter provided by the Seller (or an Affiliate, contractor, its affiliate(s)) or vendor) General Contractor attesting to the accuracy of the expenditures reported for in-house equipment use. For Long-term capital investments by Seller and/or its Affiliates affiliates in offshore wind- wind-enabling supply chain, infrastructure, workforce development and research and development initiatives in the state that are intended to have an enduring impact on the offshore wind industry and the New York State economy and/or investments not covered by (c) or (d) above: Compare each Claimed Expense to Seller’s supporting documentation accompanying the Economic Benefits Report and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) made the expenditure and/or investment; Expenditure/investment amounts agree to the supporting acceptable documentation; The payment was made during the time period specified in this Exhibit I; and The payee or investment is in New York, or the expenditure and/or investment was made for an above-described purpose for the benefit of New York (including the establishment of a fund accessible by New York residents or entities, or for a purpose to benefit New York). For other expenditures: Compare the expenditures claimed for each transaction selected to the Seller’s supporting documentation accompanying the Economic Benefits Report Reports and determine: Seller (or an Affiliate, contractor, Seller’s affiliate or vendorGeneral Contractor) is named as the employer, payor on the invoice, and/or as party to the applicable agreement or other documentation; Expenditure amounts agree to the supporting acceptable documentation; The payment was for services rendered or goods received during the time period specified in this Exhibit I; The expenditure is an Eligible Economic Benefit as described above; The payee is a New York State Firm, a New York State municipality, or other counterparty as described above; and Expenditure agrees to the relevant provided financial records or documentation (which may include cash disbursements journal, payroll journal, general ledgerxxxxxx, cancelled checks, etc.). EXHIBIT J PROJECT LABOR AGREEMENT REQUIREMENTS The final form of PLA presented to NYSERDA for review and approval pursuant to Section 18.11 of this Agreement should address: Provisions that appropriately limit applicability of the PLA to United States-based (including Federal waters) covered work on the Selected Project (and not extending to any other work performed by contractors and subcontractors, or to the work of their affiliated entities), ensuring that Selected Project contractors or subcontractors are not required to become a signatory to any other labor agreement, and appropriately providing for the supremacy of the PLA over any potentially conflicting labor agreements that might otherwise apply to contractors and subcontractors. The PLA must apply to all covered construction and all contractors and subcontractors, of whatever tier, performing construction work on the Selected Project (subject to appropriate exceptions), and the PLA should be available to all contractors and subcontractors, of whatever tier, regardless of their union affiliation; Provisions for appropriate union recognition and security (limited to Selected Project work) and the referral of skilled craft workers, including provisions for staffing in the event qualified referrals are not reasonably available and for the reasonable use of a number of core employees by contractors and subcontractors (regardless of union affiliation and referral practices that might otherwise exist); Comprehensive labor harmony provisions to ensure against schedule disruption as a result of worksite disputes or other labor disputes of any kind; Comprehensive provisions for the resolution of workplace disputes through third party resolution, including provisions for the resolution of jurisdictional disputes (without disruption to the schedule of the Selected Project), and appropriate provisions for labor management cooperation; Appropriate provisions to allow the cost-effective and efficient coordination of multiple trades and contractors and subcontractors (notwithstanding any local labor agreements that might otherwise be applicable to contractors and subcontractors), as well as other appropriate management rights (such as appropriate provisions respecting specialty work and/or workers; adequately ensuring the contractors’ or subcontractors’ choice of materials, techniques, methods, technology or design, or, regardless of source or location; use and installation of equipment, machinery, package units, pre-cast, pre-fabricated, pre- pre-finished, or pre-assembled materials, tools, or other labor-saving devices; the installation or use of materials, supplies or equipment regardless of their source (including as may be required by a vendor and/or to ensure warranty coverage); and to perform off-site work, subject to any restrictions imposed by law); Appropriate provisions promoting minority- or women-owned business enterprise (“MWBE”) employment and service-disabled veteran owned business (“SDVOB”) employment, as well as the employment of low-income workers in New York; Appropriate provisions for the use of apprentices; and Appropriate provisions for rules governing worksite access and conduct. Provisions appropriately requiring any contractor or subcontractor of any level that is not an initial party to the PLA to execute a Letter of Assent (LOA) or similar instrument binding such contractor or subcontractor to the terms of the PLA (including any applicable collective bargaining agreements that pursuant to the terms of the PLA apply to the scope of work awarded to such contractor or subcontractor). Progress Report [DEVELOPER] Date: [March/June/September/December] 1, 20[XX] Dear NYSERDA Offshore Wind Team, [DEVELOPER] (“Seller”) submits this Progress Report pursuant to Section 6.02 of the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (“the Agreement”) between the New York State Energy Research and Development Authority (“NYSERDA”) and Seller. Pursuant to Section 21.04 of the Agreement, all information enclosed herein that Seller wishes to protect from disclosure to third parties has been marked “confidential” or “proprietary.” Seller acknowledges that NYSERDA is subject to and must comply with the requirements of New York’s Freedom of Information Law (“FOIL”). See Public Officers’ Law Article 6. I, the undersigned certify that I am an Officer or otherwise authorized representative of Seller, that I am authorized to provide this Progress Report on behalf of Seller and that all statements herein are true and accurate. Seller’s 's Authorized Representative: _____________________________________________________ Representative Title: _____________________________________________________ Representative Signature: _____________________________________________________ Date of Signature: This report shall cover the immediately preceding quarter prior to the reporting deadline except as otherwise specified. For the avoidance of doubt: the report submitted on June 1 shall cover the period January through March; the September 1 report shall cover the period April through June, the December 1 report shall cover July through September, and the March 1 report will cover the immediately preceding October through December. To the extent that there have been no changes to information submitted in the relevant section of a previously submitted report, the Seller may indicate that there has been no change from the previous quarter, in such case, Seller must indicate which previously submitted quarterly report includes the relevant information. _____________________________________________________ Status of Development and/or Construction Planning or ActivitiesActivities with Regard to the Project [Insert Update] Progress in Obtaining Environmental Permits and/or Local Approvals [Insert update] Status of the Interconnection Process between the Project and the Administrator of the Control Area [Insert Update] Purchases, Delivery, and/or Installation of any Major Equipment Associated with the Project [Insert Update] Activities Undertaken pursuant to Project Community Outreach Plan, including Upcoming Meetings and Known Outreach Activities for the Next Quarter [Insert Update] Status of Seller’s activities associated with the New York State Supplier Opportunity [Insert Update]