Common use of Cost Recovery Clause in Contracts

Cost Recovery. The Designated Entity may recover the costs of the Designated Project in accordance with the cost recovery requirements in the ISO Tariffs. If the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 of the ISO OATT) of the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(s), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonable

Cost Recovery. ‌ The Designated Entity may recover the costs of the Designated Project in accordance with the cost recovery requirements in the ISO Tariffs. If the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 of the ISO OATT) of the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(s), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonable

Cost Recovery. (a) Statements required The Designated Entity may recover Contractor shall provide monthly, quarterly and annual statements to the costs Minister as outlined in the accounting procedure. (b) Initial verification procedure With respect to each Calendar Quarter, the Minister shall conduct a preliminary assessment as to which of the Designated Project Contractor's costs may qualify as Recoverable Costs pursuant to Annex C. On receipt of the quarterly statements required under Xxxxx X, the Minister shall initially verify: i. the qualification of the claimed costs as Recoverable Costs under this Agreement; and ii. if the amounts claimed as qualifying as Recoverable Costs are correct based on documentation made available at the Contractor's offices in Guyana. This initial verification of expenditures shall be the basis for provisionally determining the sharing of Petroleum but shall not constitute a final approval by the Minister of those amounts. Such final approval shall only be provided after final auditing has been completed pursuant to Article 41.10. (c) Initial verification exceptions i. Within ninety (90) days of receipt of the quarterly statements, the Minister may submit a written exception notice to the Contractor, expressly identifying the particular cost or costs under review and the reason for the exception. ii. Within thirty (30) days of the date of receipt of the written exception notice, the Contractor shall submit to the Minister such additional written information as the Minister may require, as well as any information the Contractor may consider relevant to determine recoverability. If the Contractor does not make a written submission before this deadline, the cost or costs shall be deemed disallowed for purposes of cost recovery. iii. Following receipt of any additional information from the Contractor, the Minister shall, within thirty (30) Days, conduct a final review and notify the Contractor of its decision on the disputed costs. iv. Where the Minister decides to disallow the disputed costs as a Recoverable Cost, the Contractor shall promptly correct its books of account to reflect any changes resulting from the initial verification procedure. The Contractor may, however, refer the matter for expert determination on the recoverability of the disputed cost within thirty (30) days following the Minister’s determination, in accordance with the cost recovery requirements in the ISO Tariffs. If the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 of the ISO OATT) of the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(s), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonable46.

Cost Recovery. The Designated Entity may recover the costs of the Designated Project in accordance with the cost recovery requirements in the ISO Tariffs. If the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 of the ISO OATT) of the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT.; provided that if NYPA and Transco submit separate transmission rate filings for the recovery of their costs in connection with the Designated Project, NYPA and Transco must establish in those filings that they cannot collectively recover through their separate transmission rate recovery an amount higher than is permitted for the Designated Entity to recover pursuant to this Article 15.3. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(s), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonablethe

Cost Recovery. (a) Statements required The Designated Entity may recover Contractor shall provide monthly, quarterly and annual statements to the costs Minister as outlined in the accounting procedure. (b) Initial verification procedure With respect to each Calendar Quarter, the Minister shall conduct a preliminary assessment as to which of the Designated Project Contractor's costs may qualify as Recoverable Costs pursuant to Annex C. On receipt of the quarterly statements required under Xxxxx X, the Minister shall initially verify: i. the qualification of the claimed costs as Recoverable Costs under this Agreement; and ii. if the amounts claimed as qualifying as Recoverable Costs are correct based on documentation made available at the Contractor's offices in Guyana. This initial verification of expenditures shall be the basis for provisionally determining the sharing of Petroleum but shall not constitute a final approval by the Minister of those amounts. Such final approval shall only be provided after final auditing has been completed pursuant to Article 41.10. (c) Initial verification exceptions i. Within ninety (90) Business Days of receipt of the quarterly statements, the Minister may submit a written exception notice to the Contractor, expressly identifying the particular cost or costs under review and the reason for the exception. ii. Within thirty (30) Business Days of the date of receipt of the written exception notice, the Contractor shall submit to the Minister such additional written information as the Minister may require, as well as any information the Contractor may consider relevant to determine recoverability. If the Contractor does not make a written submission before this deadline, the cost or costs shall be deemed disallowed for purposes of cost recovery. iii. Following receipt of any additional information from the Contractor, the Minister shall, within sixty (60) Business Days, conduct a final review and notify the Contractor of its decision on the disputed costs. iv. Where the Minister decides to disallow the disputed costs as a Recoverable Cost, the Contractor shall promptly correct its books of account to reflect any changes resulting from the initial verification procedure. However, within thirty (30) calendar days following the Minister’s determination, in accordance with Article 46, the cost recovery requirements in Contractor may refer the ISO Tariffs. If matter for expert determination on the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 qualification of the ISO OATTdisputed cost(s) of as Recoverable Costs under the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed Initial Verification Procedure set out in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(sArticle 41.7(b), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonable.

Cost Recovery. The Designated Entity may recover the costs of the Designated Project in accordance with the cost recovery requirements in the ISO Tariffs. If the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 of the ISO OATT) of the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(s), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonablethe

Cost Recovery. The Designated Entity may recover the costs of the Designated Project in accordance with the cost recovery requirements in the ISO Tariffs. If the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 of the ISO OATT) of the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT; provided that if NYPA and Transco submit separate transmission rate filings for the recovery of their costs in connection with the Designated Project, NYPA and Transco must establish in those filings that they cannot collectively recover through their separate transmission rate recovery an amount higher than is permitted for the Designated Entity to recover pursuant to this Article 15.3. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(s), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonablethe

Cost Recovery. (a) Statements required The Designated Entity may recover Contractor shall provide monthly, quarterly and annual statements to the costs Minister as outlined in the accounting procedure. (b) Initial verification procedure With respect to each Calendar Quarter, the Minister shall conduct a preliminary assessment as to which of the Designated Project Contractor's costs may qualify as Recoverable Costs pursuant to Annex C. On receipt of the quarterly statements required under Xxxxx X, the Minister shall initially verify: i. the qualification of the claimed costs as Recoverable Costs under this Agreement; and ii. if the amounts claimed as qualifying as Recoverable Costs are correct based on documentation made available at the Contractor's offices in Guyana. This initial verification of expenditures shall be the basis for provisionally determining the sharing of Petroleum but shall not constitute a final approval by the Minister of those amounts. Such final approval shall only be provided after final auditing has been completed pursuant to Article 41.10. (c) Initial verification exceptions i. Within ninety (90) Business Days of receipt of the quarterly statements, the Minister may submit a written exception notice to the Contractor, expressly identifying the particular cost or costs under review and the reason for the exception. ii. Within thirty (30) Business Days of the date of receipt of the written exception notice, the Contractor shall submit to the Minister such additional written information as the Minister may require, as well as any information the Contractor may consider relevant to determine recoverability. If the Contractor does not make a written submission before this deadline, the cost or costs shall be deemed disallowed for purposes of cost recovery. iii. Following receipt of any additional information from the Contractor, the Minister shall, within sixty (60) Business Days, conduct a final review and notify the Contractor of its decision on the disputed costs. iv. Where the Minister decides to disallow the disputed costs as a Recoverable Cost, the Contractor shall promptly correct its books of account to reflect any changes resulting from the initial verification procedure. However, within thirty (30) calendar days following the Minister’s determination, in accordance with Article 46, the cost recovery requirements in Contractor may, refer the ISO Tariffs. If matter for expert determination on the Designated Entity submitted a Cost Cap for the Included Capital Costs (as defined in Section 31.4.5.1.8.1 qualification of the ISO OATTdisputed cost(s) of as Recoverable Costs under the Designated Project pursuant to Section 31.4.5.1 of the ISO OATT, the Designated Entity’s Cost Cap for the Included Capital Costs shall be detailed Initial Verification Procedure set out in Appendix D of this Agreement, which description shall include the Cost Cap in the Designated Entity’s project proposal. Designated Entity agrees to file this Cost Cap for Included Capital Costs with the Commission in accordance with the requirements in Rate Schedule 10 of the ISO OATT. If the Cost Cap is a soft Cost Cap, Designated Entity agrees to implement the Cost Cap in accordance with Section 6.10.6.3 of Rate Schedule 10. The Designated Entity further agrees in accordance with Rate Schedule 10 of the OATT that it shall not seek to recover through its transmission rates for the Designated Project or through any other means costs for the Included Capital Cost above its agreed-upon Cost Cap; provided, however, the Designated Entity may recover costs above its agreed-upon Cost Cap resulting from one of the following excusing conditions, but only to the extent the costs arise from the excusing condition: A. Designated Project changes, delays, or additional costs that are due to the actions or omissions of the ISO, Connecting Transmission Owner(sArticle 41.7(b), Interconnecting Transmission Owner(s), Affected Transmission Owner(s), or other Designated Entity(ies) responsible for completing other parts of the Transmission Project; B. A Force Majeure event as defined in this Agreement and subject to the Force Majeure requirements in Section 15.5 of this Agreement; C. Changes in laws or regulations, including but not limited to applicable taxes; D. Material modifications to scope or routing arising from siting processes under Public Service Law Article VII or applicable local laws as determined by the New York State Public Service Commission or local governments respectively; and E. Actions or inactions of regulatory or governmental entities, and court orders. The provisions of this Section 15.3 and the Designated Entity 's Cost Cap for the Included Capital Costs detailed in Appendix D shall not be subject to change through application to the Federal Energy Regulatory Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all Parties to the Agreement. In any proceeding conducted pursuant to Section 206 of the Federal Power Act, the standard of review for any change to this Section 15.3 and the Designated Entity’s Cost Cap for the Included Capital Costs detailed in Appendix D shall be the “public interest” application of the just and reasonable.