Service Agreement No. 2617Execution Version

ENGINEERING, PROCUREMENT & CONSTRUCTION AGREEMENT

This Engineering, Procurement & Construction Agreement (“Agreement”), dated as of April 2, 2021 (the “Effective Date”), is made by and between New York Transco, LLC (the “Company”), having its principal place of business at 1 Hudson City Center, Hudson, New York, Holcim (US) Inc. (“Holcim”), a Delaware corporation with an office located in Ravena, New York and New York Independent System Operator, Inc. (“NYISO”), a New York not-for-profit corporation.  The Company and Holcim shall each be referred to as a “Party,” and shall be referred to collectively as the “Parties.”  The terms “Party” and “Parties” as used herein shall not include NYISO or any successor Independent System Operator.

RECITALS

WHEREAS, the Company and Niagara Mohawk Power Corporation, d/b/a National Grid, (“National Grid”) proposed a Public Policy Transmission Project to satisfy an identified Public Policy Transmission Need (the “Transmission Project”);

WHEREAS, NYISO selected the Transmission Project as the more efficient or costeffective transmission solution to satisfy an identified Public Policy Transmission Need and has directed the Company to proceed with the Transmission Project;

WHEREAS, the Company entered into a development agreement, dated January 10, 2020, with NYISO (“Development Agreement”) to ensure that the Transmission Project will be constructed and in service in time to satisfy the Public Policy Transmission Need;

WHEREAS, the Transmission Project requires certain modifications to the relays located at the Holcim substation;

WHEREAS, the Parties desire to set forth the terms and conditions for conducting
certain design activities and for access to the Holcim substation, as specified in Exhibit A to this
Agreement, to ensure the development and interconnection of the Company’s Transmission
Project  remains  on  schedule  with  the  contemplated  in  service  date  in  the  Development
Agreement; and

WHEREAS, NYISO is a signatory to this Agreement consistent with American Electric Power Service Corporation, 112 FERC ¶ 61,128 at P 10 (2005), to ensure that NYISO is kept fully apprised of the matters addressed herein so that NYISO may be kept aware of any reliability and planning issues that may arise.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Parties, the Parties, intending to be legally bound, agree as follows:

1.Information Requirements; Scope of Work; Access Rights.

1.1The Parties acknowledge that they are entering into this Agreement in order to

ensure the timely development and interconnection of the Transmission Project, as contemplated
in the Development Agreement and accompanying milestone schedule to that agreement (the

“Development Schedule”). In connection with the NYISO System Impact Study performed to determine the impacts of the interconnection of the Transmission Project on the NYISOcontrolled electric transmission grid, NYISO has determined that the Holcim substation is affected by the Transmission Project and the Company desires Holcim to begin to perform such work associated with the necessary modifications to its facilities identified in Exhibit A to accommodate the interconnection of the Transmission Project.  Holcim agrees to perform the work consistent with the provisions of this Agreement.

1.2 Holcim’s scope of work is set forth in Exhibit A of this Agreement, and
incorporated herein by reference (the “Holcim Work”).  The Parties acknowledge that Holcim’s
scope of work shall be limited to the provision of existing drawings, schematics, specifications,
criteria  and  data  related  to  the  Transmission  Project (specifically  related  to  the  Holcim

substation),  and  that  the  Company’s  Contractor  shall  be  responsible  for  performing  the engineering design, procurement and construction of the Transmission Project, including any modifications to the Holcim substation, and any and all costs related to such modifications.  The Parties specifically acknowledge that, upon completion of the work hereunder, the Company shall have no current or on-going obligation for the operation and maintenance for any modified or upgraded equipment at the Holcim substation or any other component comprising the Holcim substation, nor shall Company be responsible for any future repairs for any modified or upgraded equipment at the Holcim substation.

1.3 Holcim hereby grants to the Company, Company’s employees, representatives,
consultants and contractors, including but not limited to Company’s Contractor, the non-exclusive
right to enter upon Holcim’s property, as and where needed to access the Holcim substation,
subject to the terms and conditions herein, to conduct the engineering design, procurement and
construction of the Transmission Project, including any modifications to the Holcim substation,
and as may otherwise be reasonably required for the Company to exercise its rights and comply
with its obligations under this Agreement.  The Company shall provide written notice to Holcim
three (3) days in advance of its presence on Holcim’s property, and shall use commercially
reasonable efforts to minimize interference with Holcim’s use and occupancy of the Holcim
substation.

1.4Subject to the terms of this Agreement, the Company shall perform the actions set

forth in Exhibit B attached hereto.

1.5In performance of the Holcim Work hereunder, Holcim:

a.shall use commercially reasonable efforts to perform the Holcim Work;

and

b. shall at all times perform in material compliance with all applicable

federal, state and local laws and ordinances and all lawful orders, rules and regulations of any governmental authority.

1.6 All capitalized terms not otherwise defined in Attachment 1 of this Agreement
shall have the meanings ascribed to such terms in the NYISO's Open Access Transmission Tariff

2

(“OATT”) inclusive of Attachment P and, if not defined therein, then Attachment X of the
OATT.

2.Representatives.

All work pertaining to the Holcim Work that is the subject of this Agreement will be
approved by and coordinated only through designated and authorized representatives of the
Company and Holcim (“Representative”).  Each Party shall promptly, following the Effective
Date, provide the other Party in writing with the name and contact information of such
Representative.  Each Party may change its Representative, from time to time, by written notice
to the other Party.

3.Work Duration and Reports.

3.1The Parties agree to the estimated schedule set forth in Exhibit C attached hereto

(the “Schedule”).  If Holcim is unable to complete the Holcim Work within the time periods
specified in Exhibit C, Holcim shall notify the Company of such delay and the reason(s) why
additional time is required, and shall provide a revised estimate of when the Holcim Work can be
completed.

3.2Holcim agrees to provide to the Company periodic reports on the status of the

Holcim Work at intervals as agreed by the Parties, and also shall provide status reports upon the

reasonable request of the Company.

4.Payment.

4.1Holcim shall perform the Holcim Work at no cost to Holcim, and the costs of any

modifications to the Holcim substation shall be paid directly by the Company to Company’s
Contractor.  The Holcim Work is estimated to cost no more than $50,000 (the “Estimated Cost”).
The actual costs to be paid by the Company will be the actual costs incurred by Holcim for the
Holcim work, which may vary from the Estimated Cost.  Holcim shall provide to the Company
an itemized monthly invoice for any Holcim Work performed during the previous 30-day period,
as necessary.  The Company shall pay such invoice within thirty (30) days of receipt from
Holcim.

4.2 No later than three (3) months after completion of the Company Work, Holcim shall provide an itemized invoice for any final costs for Holcim Work.

4.3The Company has the sole responsibility to reimburse Company’s Contractor for

work performed by the Company’s Contractor.

5.Term and Termination.

5.1This Agreement shall be effective, as of the Effective Date, upon its execution by

both Parties and shall remain in effect until performance has been completed hereunder to the satisfaction of the Company, unless terminated earlier pursuant to its terms.

3

5.2If a Party breaches any material term or condition of this Agreement and fails to

cure the same within thirty (30) business days after receiving written notice from the other Party specifying such material breach, the non-breaching Party may (a) terminate this Agreement immediately upon notice to the breaching Party, or (b) agree in writing that the breaching party is diligently pursuing a cure, and extend the cure period at its sole discretion, subject to immediate termination upon notice.

5.3In addition to any other termination rights provided in this Agreement, the

Company may terminate this Agreement at any time upon ten (10) days’ prior written notice to

Holcim.

5.4 For termination pursuant to Sections 5.2 and 5.3, the terminating Party shall pay to the non-terminating Party any reasonable and verifiable costs, fees, penalties and charges incurred by the non-terminating Party as a result of such termination; provided, however, that the remedy specified in this Section 5.4 shall not be the non-terminating Party’s exclusive remedy in the event of such termination.

6.Notice.

Any notices, requests, or other correspondence and communication given under this
Agreement shall be in writing and must be sent (a) by hand delivery, (b) by registered or certified
mail, return receipt requested, (c) by a reputable national overnight courier service, postage
prepaid, or (d) by facsimile transmission, addressed to a Party at its address or telephone
facsimile number set forth below, with the original of such facsimile to be delivered within two

(2) business days thereafter by one of the other means set forth in this Article 6.  For purposes of this Agreement, notices sent by hand delivery, overnight courier or facsimile (if followed by the original as required by this Article 6) shall be deemed given upon receipt and notices sent by registered or certified mail shall be deemed given three (3) business days following the date of mailing.  Either Party may give notice, as herein provided, specifying a different person, address or facsimile number than that which is listed below.

4

For Holcim:For the Company:

Holcim (US) Inc.New York Transco, LLC

1916 US Route 9W1 Hudson City Center

Ravena, NY 12143Hudson, NY 12534

Attn: Plant ManagerAttn: Paul Haering

Phone:  518-756-5006Phone: (518) 444-4880

E-mail: kendall.walden@lafargeholcim.comE-mail: Paul.Haering@NYTransco.com

With required copy to: Holcim (US) Inc.

8700 W. Bryn Mawr Ave., Suite 300 Chicago, IL 60631

Attn: Legal Department 773-372-1061

Shelbee.hundley@lafargeholcim.com

7.Confidentiality.

7.1Unless otherwise required by applicable law, rule or regulation, the Company and

Holcim agree to maintain the confidentiality of this Agreement and any and all Confidential
Information, during the term of this Agreement and for a period of two (2) years following the
expiration or any termination of this Agreement, except that the Company and Holcim may
disclose any and all Confidential Information provided by a Party hereunder on a need-to-know
basis to its employees, agents, counsel, representatives and Affiliates (and its Affiliates’

employees,  agents,  counsel  and  representatives)  who  have  first  been  advised  of  the
confidentiality  provisions  of  this  Agreement.    Neither  Party  shall  use  such  Confidential
Information except for the purposes identified herein without the prior written approval of the
disclosing Party.

7.2 The receiving Party shall not be precluded from, nor liable for, disclosure or use
of Confidential Information that: (a) is in or enters the public domain, other than by a breach of
this Article; (b) is known to the receiving Party or its representatives at the time of first
disclosure hereunder, or thereafter becomes known to the receiving Party or its representatives
subsequent to such disclosure without similar restrictions from a source other than the disclosing
Party,  as  evidenced  by  written  records; (c)  is  developed  by  the  receiving  Party  or  its

representatives independently of any disclosure under this Agreement, as  evidenced by written records; (d) is disclosed more than two (2) years after the termination or expiration of this Agreement; (e) is disclosed following receipt of the disclosing Party’s written consent to the disclosure of such Confidential Information; or (f) is necessary to be disclosed, in the reasonable belief of the receiving Party or its representatives, for public safety reasons, provided, that, receiving Party has attempted to provide as much advance notice of the disclosure to the disclosing Party as is practicable under the circumstances.

7.3 Anything in this Article or the Agreement to the contrary notwithstanding, the
receiving Party or its representative(s) may disclose Confidential Information of the other Party

5

to the extent the receiving Party or its representative(s) is required to do so by law, by a court, or
by other governmental or regulatory authorities; provided, however, that, if permitted to do so by
applicable law, the receiving Party shall give the disclosing Party written notice of any such
required disclosure prior to such disclosure being made so that the disclosing Party may seek a
protective order with respect to such Confidential Information.  The receiving Party shall
reasonably cooperate with the disclosing Party’s efforts to obtain such protective order.

7.4 Each Party hereby acknowledges and agrees (a) that the Confidential Information
of the other Party is a valuable trade secret of the other Party and that any unauthorized
disclosure thereof could cause irreparable harm and loss to the other Party, and (b) that money
damages would not be a sufficient remedy for any breach or threatened breach of this Agreement
and that each Party shall be entitled to specific performance and/or injunctive relief as a remedy
for any such breach or threatened breach.  Such remedy shall not be deemed to be the exclusive
remedy for any such breach of this Agreement but shall be in addition to all other remedies
available at law or in equity.

7.5 No license or right to any trade secret, business method, patent (now issued or hereafter issuing), trademark, trade name, copyright or any other intellectual property of a disclosing Party is granted by this Agreement.

8.Indemnification.

Each Party (each, an “Indemnitor”) agrees to indemnify, hold harmless and defend the
other Party and its Affiliates, and the trustees, directors, officers, employees, and agents of each
of them (each, an “Indemnitee”), from and against any and all damages, losses, costs, expenses
(including reasonable attorneys’ fees and disbursements), causes of action, suits, claims, fines,
penalties and liabilities, in tort, contract, or otherwise resulting from claims of third parties
arising, or claimed to have arisen, as a result of any acts or omissions of the Indemnitor under
this Agreement or the Holcim Work (collectively, “Damages”), except to the extent such
Damages are directly caused by the negligence, intentional misconduct or unlawful act of the
Indemnified Party as determined by a court of competent final jurisdiction.

9.Disclaimer of Damages/Limitation of Liability.

9.1Subject to the obligations set forth in Article 8, neither Party shall be liable to the

other Party for any indirect, consequential, exemplary, special, incidental or punitive damages,
including without limitation loss of use or lost business, revenue, profits or goodwill, arising in
connection with this Agreement, the Holcim Work performed hereunder, and/or the intended use
thereof, under any theory of tort, contract, warranty, strict liability or negligence; provided,
however, that the Company shall be liable to Holcim for any actual monetary damages related to
or arising from loss of use or lost business (including lost revenue and profits) that are directly
caused by work performed by the Company inside the Holcim substation, and not related to a
planned outage, so long as Holcim has prior written notice of such planned outage.

9.2 Subject  to  Section 9.1  above,  the  total  liability  of  the  Indemnitor  to  the

Indemnitee in connection with this Agreement shall be limited to direct monetary damages
proven by Indemnitee.  The foregoing limitation applies to all causes of actions and claims,

6

including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.  The Parties acknowledge and accept the reasonableness of the foregoing disclaimers and limitations of liability.  This Section 9.2 shall survive the expiration or any termination of this Agreement.

9.3 Nothing in this Agreement shall be construed to create or give rise to any liability on the part of NYISO, and the Parties expressly waive any claims that may arise against NYISO under this Agreement.

9.4 The Parties acknowledge and understand that the signature of the authorized
officer  of  NYISO  on  this  Agreement  is  for  the  limited  purpose  of  acknowledging  that
representatives of NYISO have read the terms of this Agreement.  The Parties and NYISO
further state that they understand that FERC desires that the Parties keep NYISO fully apprised
of the matters addressed herein as well as any reliability and planning issues that may arise under
this Agreement, and that the signature of the NYISO officer shall not in any way be deemed to
imply that NYISO is taking responsibility for the actions of any Party, that NYISO has any
affirmative duties under this Agreement or that NYISO is liable in any way under this
Agreement.

10.Warranty.

10.1The Company warrants to Holcim that (i) the design, engineering, consulting, and

other professional services provided as part of the Holcim substation modifications shall be
performed by or through Contractor with reasonable skill, care, and diligence and in accordance
with customarily accepted professional practices; (ii) the substation modifications shall perform
as intended; and (iii) the equipment, materials, construction and installation portions of such
modifications, as applicable, shall be free of defects (collectively, the “Warranty”).  If during the
two (2) year period commencing upon the completion of such modifications (the “Warranty
Period”), Holcim notifies the Company that the modifications or any portion thereof fails to meet
the Warranty or Contractor or the Company otherwise become aware of any such failure, the
Company shall, at its own expense, request that Contractor repair, replace, re-perform, or correct
any modifications or portion thereof that does not comply with the Warranty.  Upon completion
of any repair or replacement work, Contractor shall perform such tests, if any, as shall be
reasonably necessary to demonstrate the cure of the specific item of work that failed to meet the
Warranty.  With respect to any corrective work performed pursuant to this Section 10.1, the
Warranty Period shall be extended with respect to such corrective work so as to expire on the
first anniversary of the date such corrective work (including all associated testing) is completed.
The Parties acknowledge that, under certain circumstances, it may not be possible for Contractor
to commence any corrective work promptly upon receiving notice or becoming aware that such
corrective work is required hereunder; therefore, the Parties agree that any such delay (on
account of a delay in receiving any required outage, scheduling conflict or otherwise), including
a delay that prevents commencement prior to the expiration of the applicable Warranty Period,
shall not limit or obviate the Company’s obligation to have Contractor perform such corrective
work (including all associated testing) in accordance with the terms and conditions of this
Section 10.1.

7

10.2Holcim shall provide Contractor with reasonable access to the Holcim substation

for the purpose of performing its Warranty obligations under this Section 10; provided, however,
that such access shall (i) not interfere with the ongoing operation of any portions of the

substation then in operation, and (ii) be conducted in coordination with Holcim and the

Transmission Owner, and on such schedule as Holcim may reasonably require so as to avoid any adverse impact on Holcim’s operation, access, or other use of the substation.

11.Force Majeure.

Any delay in or failure of performance under this Agreement (other than a failure to comply with a payment obligation) shall not be considered a breach of this Agreement if and to the extent caused by events (each, a “Force Majeure Event”), beyond the reasonable control of the Party affected, including but not limited to acts of God, governmental restrictions, strikes, riots, wars or other military action, fires, floods, vandalism, or sabotage.  Market conditions and/or fluctuations (including a downturn of any Party’s business) shall not be deemed Force Majeure Events.  A Force Majeure Event shall not include acts of negligence or intentional wrongdoing by the Party claiming such Force Majeure Event.

The Party whose performance is affected by a Force Majeure Event shall promptly notify
the other Party, giving details of the Force Majeure Event, and the obligations of the Party giving
such notice shall be suspended to the extent caused by the Force Majeure Event and for so long
as the Force Majeure Event continues, and the time for performance of the affected obligation
hereunder shall be extended by the time of the delay caused by the Force Majeure Event.  During
the continuation of the Force Majeure Event, the nonperforming party shall (a) exercise

commercially reasonable due diligence to overcome the Force Majeure Event; (b) to the extent it
is able, continue to perform its obligations under this Agreement; and (c) cause the suspension of
performance to be of no greater scope and no longer duration than the Force Majeure Event
requires.

12.Insurance

12.1Prior to the commencement of any Holcim Work and during the term of the

Agreement, the Company, at its own cost and expense, shall procure and maintain insurance in
form and amounts set forth in Exhibit D of this Agreement, or the Company may elect to self-
insure one or more of the insurance coverage amounts set forth in Exhibit D of this Agreement
and shall provide written notice of any such self-insurance.  Unless the Company elects to self-
insure, the Company shall have its insurer furnish to Holcim certificates of insurance, on forms
approved by the Insurance Commissioner of the State of New York, evidencing the insurance
coverage required by this Article, such certificates to be provided prior to the commencement of
any Holcim Work under this Agreement. If the Company elects to self-insure, it shall provide
proof of insurance to Holcim prior to the commencement of any Holcim Work under this
Agreement.

12.2Each Party shall be separately responsible for insuring its own property and

operations.

8

13.Governing Law; Change in Law

13.1When not in conflict with or preempted by federal law, including, without

limitation, Part II of the Federal Power Act, 16 U.S.C. §§824d, et seq., and Part 35 of Title 18 of the Code of Federal Regulations, 18 C.F.R. §§35, et seq., each as may be modified from time to time, this Agreement shall be construed and governed in accordance with the law of the State of New York without giving effect to any choice or conflict of law rule that would cause the application of the law of any jurisdiction other than the State of New York.

13.2 If, during the term of this Agreement, the Applicable Laws are changed or new Applicable Laws are enacted, and such changed or new Applicable Laws result in the imposition of charges or costs that are materially different than the terms agreed to in this Agreement as of the Effective Date, or makes the performance of the obligations hereunder impossible, then upon the request of the affected Party made no later than six (6) months after the effective date of such change or addition to the Applicable Laws, the Parties shall meet to negotiate in good faith such amendments to this Agreement as are necessary to fulfill the purposes of this Agreement and to give effect to the original intentions of the Parties as negotiated and agreed to herein.  In the event the Parties are unable to reach agreement within thirty (30) days following such request, the matter shall be resolved in accordance with Article 21 herein.

14.Amendments.

All amendments to this Agreement shall be in written form executed by the Parties.

15.Assignment; Successors and Assigns.

15.1Neither Party shall assign this Agreement to any third party without the express

written  consent  of  the  other  Party,  which  consent  shall  not  be  unreasonably  withheld, conditioned or delayed; provided, however, that either Party (a) may assign all or part of this Agreement to any Affiliate and (b) may assign all or part of this Agreement to any other entity providing financing to such Party (as collateral or otherwise); provided further, however, that the assigning Party must provide fifteen (15) days prior notice to the non-assigning Party of such an assignment and the assigning Party shall not be released from its obligations and liabilities under this Agreement following such an assignment.

15.2This Agreement shall be binding on the successors and permitted assigns of both

Parties.

15.3In the event of a permitted assignment, the assigning Party shall provide prior

notice to the other Party.

15.4 In the event of a permitted assignment, assignee shall assume all obligations of assignor and assignor shall not be released from liability following an assignment.

16.Severability.

If any term or provision of this Agreement is held illegal or unenforceable by a court with
jurisdiction over this Agreement, all other terms in this Agreement will remain in full force, the

9

illegal or unenforceable provision shall be deemed struck.  In the event that the stricken provision materially affects the rights, obligations or duties of either Party, the Parties shall substitute a provision by mutual agreement that preserves the original intent of the Parties as closely as possible under applicable law.

17.Merger.

This Agreement, including all exhibits, schedules and attachments, embodies the entire agreement between the Parties.  The Parties shall not be bound by or liable for any statement, writing, representation, promise, inducement or understanding not set forth herein.

18.Representations and Warranties of Authority.

Each Party represents and warrants to the other that:

a.it  has  full power and authority  to  execute,  deliver and perform its

obligations under this Agreement;

b.the execution, delivery and performance of this Agreement have been duly

and validly authorized by all necessary action by such Party; and

c. the execution and delivery of this Agreement by such Party and the

performance of the terms, covenants and conditions contained herein will not violate the articles of incorporation or by-laws of such Party, or any order of a court or arbitrator, and will not conflict with and will not constitute a material breach of, or material default under, the provisions of any material contract by which either Party is bound.

These representations and warranties shall survive the expiration or termination of this Agreement.

19.No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

20.No Waiver

Each Party further agrees that no failure or delay by the other Party in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

21. Independent Contractor; No Partnership; No Agency; No Utility Services

The Company and Holcim shall be independent contractors.  This Agreement shall not be
interpreted or construed to create an association, joint venture, agency relationship or partnership
between the Parties or to impose any partnership obligation or partnership liability upon any

10

Party.  No Party shall have any right, power or authority to enter into any agreement or
undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind, the other Party.  This Agreement is not an agreement to provide or take utility
services of any kind, including, without limitation, interconnection or other electric transmission
services.

22.Dispute Resolution

Any dispute arising under this Agreement shall be the subject of good-faith negotiations between the Parties.  Following the occurrence of a dispute, each Party shall designate one or more representatives with the authority to negotiate the particular matter in dispute for the purpose of participating in such negotiations.  Unless a Party identifies exigent circumstances reasonably requiring expedited resolution of the dispute by a court or agency with jurisdiction over the dispute, any dispute that is not resolved through good-faith negotiations after a negotiation period of not less than thirty (30) days may be submitted by either Party for resolution to a court or to an agency with jurisdiction over the dispute.  Notwithstanding the foregoing, any dispute arising under this Agreement may be submitted to non-binding arbitration or any other form of alternative dispute resolution upon the written agreement of both Parties to participate in such an alternative dispute resolution process.

23.Cooperation

Holcim shall use reasonable efforts to cooperate with the Company’s development and
financing of the Transmission Project by: (a) providing status updates and other information
reasonably requested by the Company regarding Holcim’s performance of the Holcim Work; and

(b) providing information reasonably requested by the Company to facilitate the financing of the Transmission Project; provided, however, that this Article 22 shall not require Holcim to incur any costs or expenses.

24.Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute only one legal
instrument.

[The remainder of this page left intentionally blank]

11

The Parties hereby execute this Agreement by the signature of their authorized agents as of the date first written above.

Holcim (US) Inc.New Y

By:________________________________By:________________

Name:Name: Victor Mullin__________________

Title:Title: President_______________________

Date:Date:4/2//2021

The signature below of the authorized officer of New York Independent System Operator, Inc. is for the limited purpose of acknowledging that a representative of NYISO has read this Agreement as of the __ day of March, 2021.

New York Independent System Operator

By:______________________________
Name: ___________________________
Title: ____________________________

The Parties hereby execute this Agreement by the signature of their authorized agents as of the date first written above.

Holcim (US) Inc.

By:________________________________ Name:

Title:
Date:

New York Transco, LLC

By:_________________________________
Name: Victor Mullin__________________
Title: President_______________________
Date:

The signature below of the authorized officer of New York Independent System Operator, Inc. is for the limited purpose of acknowledging that a representative of NYISO has read this Agreement as of the 31st day of March, 2021.

New York Independent System Operator

‹·¹·¨ø¥¥ß ­·¹²ªº æß Æø½¸øÆß ŸÚ Õ³·¨¸

‹"Ê ½²„Æø½¸øÆß ŸÚ Õ³·¨¸Ù ±„"ª© «±Æµ ×Õ—Ù ±´„Õß­¨ª³ ˙

Æø½¸øÆß ŸÚ Õ³·¨¸¶­³·¨¸‡²ß·­±Ú½±³Ù ½„ÀÕ

By:_____________________‹ø¨ªÊ ÓðÓÔÚðÌÚÌÔ ÔÏÊÓÎÊðÎ

ÛðÏ˘ðð˘

Name: _Æø½¸øÆß ŸÚÕ³·¨¸___________

Title: __·½ª–ƪ­·ºª²¨Ù_Õß­¨ª³ ˙ Œª­±´Æ½ª -¥ø²²·²¹

Attachment 1

Certain Definitions

Wherever used in this Agreement with initial capitalization, whether in the singular or the plural, these terms shall have the following meanings:

“Affiliate” means any person or entity controlling, controlled by, or under common control with, any other person or entity; “control” of a person or entity shall mean the ownership of, with right to vote, 50% or more of the outstanding voting securities, equity, membership interests, or equivalent, of such person or entity.

“Agreement” means this Engineering, Procurement & Construction Agreement, including all
annexes, appendices,  attachments, schedules,  and exhibits and any subsequent written
amendments or modifications thereto, as may be mutually agreed to and executed by the
Parties.

“Applicable Laws” shall mean all applicable federal, state and local laws, regulations, rules, ordinances,  codes,  decrees,  judgments,  directives,  or judicial  or  administrative  orders, permits, licenses, authorizations, approvals and other duly authorized actions of any federal, state, local or other governmental regulatory or administrative agency, court, commission, department,  board,  or  other  governmental  subdivision,  legislature,  rulemaking  board, tribunal, or other governmental authority having jurisdiction, NYISO, NYSRC and NPCC requirements, and any applicable reliability standards.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Company Required Actions” means all duties, responsibilities, and obligations to be performed by the Company as contemplated by Exhibit B of this Agreement.

“Confidential  Information”  means (i)  all  financial,  technical  and  other  non-public  or

proprietary information which is furnished or disclosed by the disclosing Party or its
Affiliates (or its or its Affiliates’ agents, servants, contractors, representatives, or employees)
to the receiving Party or its representative(s) in connection with this Agreement and that is
described or identified (at the time of disclosure) as being non-public, confidential or

proprietary, or the non-public or proprietary nature of which is apparent from the context of the disclosure or the contents or nature of the information disclosed, (ii) any market sensitive information (including, without limitation, outages scheduled on generators or transmission lines of Company or any third party), (iii) all memoranda, notes, reports, files, copies, extracts, inventions, discoveries, improvements or any other thing prepared or derived from any information described in subparts (i) through (ii) preceding. “Damages” shall have the meaning set forth in Article 8 of this Agreement.

“Contractor” shall mean Burns & McDonnell.

“Development Agreement” shall have the meaning set forth in the Recitals.

Engineering, Procurement & Construction Agreement

“Development Schedule” shall have the meaning set forth in Section 1.1.

“Effective Date” shall have the meaning set forth in the preamble of this Agreement.

“Facilities Study Report” shall mean that certain Facilities Study Report finalized as part of
the Company’s interconnection request submitted with the NYISO (NYISO Queue No. 543).

“Force Majeure Event” shall have the meaning set forth in Article 11 of this Agreement. “Holcim” shall have the meaning set forth in the preamble to this Agreement.

“Holcim Work” means all duties, responsibilities, and obligations to be performed by Holcim as contemplated by Section 1.2 and Exhibit A of this Agreement.

“Implementation Work” shall have the meaning set forth in Exhibit A of this Agreement. “Indemnitee” shall have the meaning set forth in Article 8 of this Agreement.
“Indemnitor” shall have the meaning set forth in Article 8 of this Agreement

“NERC” shall mean the North American Electric Reliability Corporation or any successor organization.

“Network Upgrade Facilities” shall mean the least costly configuration of commercially
available components of electrical equipment that can be used, consistent with good utility
practice and Applicable Reliability Requirements (as defined in the NYISO Open Access
Transmission  Tariff) to make the modifications  or additions  to  the New York  State
Transmission System that are required for the proposed Transmission Project to connect
reliably to the system in a manner that meets the NYISO Transmission Interconnection
Standard.

“NPCC” shall mean the Northeast Power Coordinating Council, Inc. (a reliability council under Section 202 of the Federal Power Act) or any successor organization.

“NYISO” shall have the meaning set forth in the preamble to this Agreement.

“NYSRC” shall mean the New York State Reliability Council or any successor organization
thereto.

“OATT” shall have the meaning set forth in Section 1.6.

“Party” and “Parties” shall have the meanings set forth in the preamble to this Agreement.
“Representative” shall have the meaning set forth in Article 2 of this Agreement.
“Schedule” shall have the meaning set forth in Section 3.1 and Exhibit C of this Agreement.
“Transmission Project” shall have the meaning set forth in the recitals of this Agreement.

Engineering, Procurement & Construction Agreement

“Transmission Owner” shall mean Holcim’s current interconnecting electric utility, National
Grid.

Engineering, Procurement & Construction Agreement

EXHIBIT A

SCOPE OF HOLCIM WORK

Project Background

The Transmission Project identified by the NYISO as “Q#543 Segment B Project” and studied by the NYISO in its System Impact Study includes the following high-level scope of work:

 A new 54 mile 345/115 kV double-circuit transmission line from Schodack to Pleasant
Valley;

 A new Knickerbocker 345 kV switching station;

 The demolition and complete rebuild of the Churchtown switching station;  Modifications to the existing Pleasant Valley 345 kV substation;
 A new Van Wagner Capacitor Bank Substation;

 The retirement of various 115 kV lines between the Greenbush 115 kV station and
Pleasant Valley 115 kV station; and

 Reconfiguration of the transmission line #12.

It is understood by the Parties that the current Transmission Project scope of work is materially consistent with the scope as listed above and as documented in the NYISO System Impact Study and the Facilities Study Report.

Holcim Work shall generally consist of the following:

A.  Project   management   and   engineering   services (at no cost to Holcim) for   the   review of   submitted Company documents for the Network Upgrade Facilities (as defined herein) in connection with the Transmission Project.

B. Project management and engineering services (at no cost to Holcim) for providing the
necessary Holcim design criteria and standards, drawings, as-built drawings, vendor drawings,
specifications, procedures, and any design, procurement and/or construction standards necessary
for the Company or Contractor to complete the design, procurement and construction.  All
drawings shall be provided in the format in which they are available, primarily PDF or Vellum.

C.  Holcim drawings, specifications and standards necessary for the Company or Contractor to pursue Article VII and/or local permitting under applicable New York laws and regulations.

D. Timely review of the Company’s engineering documents and packages, approval of technical designs,   equipment   specifications,   construction   drawings,   relay   settings   and   approve specifications for any equipment; provided, however, the Contractor will create and approve any purchase orders and relay settings as needed.

Engineering, Procurement & Construction Agreement

E.  Provide Company, Company’s Contractor and Contractor’s sub-contractors reasonable access
to the Holcim substation as needed to perform the engineering, procurement, and construction
activities.

Specific Holcim Work items include:

1. Support design and engineering in connection with the Transmission Project consistent with

the proposed scope of work in the NYISO System Impact Study Report and the NYISO Facilities Study.

2.The NYISO System Impact Study has determined that the Holcim substation is affected by

the Transmission Project.

3.At no cost to Holcim, Support procurement and related procurement activities as requested

by the Company.  Contractor is responsible for identifying and procuring any long-lead time

items.

4. Review, from time to time, Holcim work contemplated herein and conduct other project

management, administration, and oversight activities in connection with the work contemplated by this Exhibit.

5. Participate in, or establish as requested, design review meetings to discuss designs submitted,

standards that are to be included/adjusted, and have necessary attendance at regularly occurring project review and coordination/review meetings during the course of the Transmission Project.

6.Develop a detailed schedule for execution of any Holcim Work and updates as requested.

7.Provide support for agency reporting as needed.

8.Provide review and comment of constructability, construction sequencing, and proposed

outage planning as needed.

9.Provide oversight of Holcim Work.

10. Support start up commissioning and testing, including coordination with the Contractor to
determine the relay and protective setting, and required notifications to the Transmission
Owner.

11. It is anticipated that Project upgrades and modifications to the Holcim substation will require
the existing Relay Protection and Control Schemes, to be reviewed.  Holcim shall provide
any existing substation relay setting calculations and relay files, in currently available format.
Holcim shall provide standard protection guidelines or system protection philosophies.

Engineering, Procurement & Construction Agreement

12. Provide support to Contractor so that the relay coordination between the Company
Substations and the Holcim substation can be effectively performed.

13. Provide support and guidance on the NERC FAC-008 rating of new equipment and, based on
ownership of the asset, define who will be the rating authority for each applicable
requirement.

14. Support engineering and construction activities by granting access to the Holcim substation
and any rights-of-way as needed.

15. Provide updates and revisions to Holcim drawings as needed, at no cost to Holcim.

16. Provide input to Contractor on Substation equipment signage as needed.

17. Update Holcim substation equipment procedures to reflect modifications as needed.

18. Provide technical and/or procedural assistance with the mutual crafting of operating
procedures for all Transmission Project elements affecting Holcim substation.

19. Provide available physical arrangement drawings for Holcim substation control buildings,
identifying the available space for equipment, wire and panel placement.

20. Provide Holcim designees for review of engineering and design, construction,
commissioning, outage planning and coordination, and other items as needed.

21. Approve the use of outside experts, counsel, consultants, and contractors in furtherance of the
Holcim Work contemplated herein as needed, or as requested by the Company.

22. Provide a detailed listing of any technical materials that are required by Holcim.

The Holcim Work contemplated by this Exhibit and this Agreement does not include any

permitting activities or any construction, relocations, alterations, modifications, or upgrades with respect to any Company, Holcim or third party facilities or the Transmission Project
(“Implementation Work”), nor does Holcim make any commitment to undertake such
Implementation Work; provided, however, that Holcim acknowledges that formal signature by Holcim may be required as determined by local permitting requirements and if so required,
Holcim agrees to execute such permits on a timely basis.

For the avoidance of doubt: Holcim shall not have any responsibility for seeking or acquiring any real property rights in connection with the Holcim Work, the Transmission Project or this Agreement including, without limitation, licenses, consents, permissions, certificates, approvals, or authorizations, or fee, easement or right of way interests.

Engineering, Procurement & Construction Agreement

For further avoidance of any doubt, the Holcim Work contemplated by this Exhibit and this Agreement shall occur at no cost to Holcim.

Engineering, Procurement & Construction Agreement

EXHIBIT B

COMPANY REQUIRED ACTIONS

Company Required Actions

The Company Required Actions shall consist of the following:

1.  Perform design and engineering in connection with the Transmission Project consistent with
the proposed scope of work in the NYISO System Impact Study Report and Facilities Study
Report.

2.  Contractor will coordinate any activities needed with Holcim’s Transmission Owner,
National Grid.

3. Support Transmission Project construction activities by coordinating, scheduling, and

obtaining outages with the NYISO and any Holcim station or lines, and by issuing and/or holding the outage permits.

4. The Company or Company’s designee shall prepare and submit to Holcim for review and

approval, all necessary engineering packages needed.

5. The Company or Company’s designee shall prepare and submit to Holcim for review and

approval, all necessary procurement / equipment specifications and drawings.

6. The Company or Company’s designee shall prepare and submit to Transmission Owner for

review and approval, all necessary engineering packages needed.

7. The Company or Company’s designee shall prepare and submit to Transmission Owner for

review and approval, all necessary procurement / equipment items.

8. The Company or Company’s designee shall setup, run and coordinate, at a minimum,

monthly meetings for project status, support and updates.

9. The Company shall prepare, file for, and use commercially reasonable efforts to obtain all

required governmental and utility approvals necessary to perform its obligations under this Agreement.

10. If and to the extent applicable or under the control of the Company, provide complete and
accurate information regarding the Company’s project and all applicable data, drawings and
specifications, as needed.

Engineering, Procurement & Construction Agreement

11. Other responsibilities and access deemed necessary by the Company or Holcim to facilitate
performance of the Holcim Work.

12. Conduct a survey of the Holcim substation to identify the boundaries of the property owned
by Holcim and any easements encumbering such property, as needed.

13. Perform or allow the Company or Company’s designee to perform soil borings and sampling
to determine soil characteristics for potential foundation design, as needed.

14. The Company or Company’s designee will perform the procurement of equipment and
materials required to incorporate the Transmission Project.

15. The Company will work with equipment suppliers to ensure that the manufacturers’
warranties are in the name of Holcim for Holcim owned / retained upgrades.

16. The Company or Company’s designee will perform all required construction required to
incorporate the Transmission Project.

17. The Company or Company’s designee will perform all required start up testing and
commissioning of the newly installed or modified substation equipment required to
incorporate the Transmission Project.

The Company Required Actions, along with the Holcim Work, shall be performed at Company’s cost, and at no cost to Holcim.

Current Scope of Work

Holcim Substation (“Holcim”)

Holcim is a 115kV substation located in Ravena, New York. Holcim as currently identified in the NYISO System Impact Study, this facility will have line #8 rerouted from Central Hudson’s Pleasant Valley 115kV Substation to Churchtown Switching Station. Due to this change, the Holcim substation existing transmission line #8 relays will need to be replaced with new relays, drawings will be updated to reflect the changes, and line relay settings will be performed. Additionally, a CCVT and a Line Trap will be installed to establish a PLC communication channel for transmission line #8.

Specifications

Company and Contractor will utilize Contractor’s procurement specifications for equipment and material procurement.

Company and Contractor will utilize Contractor’s construction specifications for construction.

Engineering, Procurement & Construction Agreement

Primary Electrical Scope

The  following  narrative  describes  the  primary  electrical  work  required  to  support  these installations.

Instrument Transformers

 One (1) 115kV Capacitively Coupled Voltage Transformer (CCVTs) with associated
junction boxes will be installed on the line side of 115kV switch #DS888 for transmission
line #8 PLC communication.

Line Trap and Line Tuner

 One (1) 115kV, 2000A, Line Trap mounted on top of the new CCVT for line #8.
 One (1) Line Tuner for transmission line #8 PLC communication.
Primary Bus

 Aluminum strain conductor for the CCVT and Line Trap with associated connectors will
be installed.

Ground Grid

It is assumed that the existing station ground grid is adequate for the instrument transformer
installations. Grounding connections will be installed to ground the new equipment installed.

Conduits

New PVC conduits will be installed from the new control enclosure to the proposed equipment as needed. This includes, but is not limited to the following:

►    Two (2) conduits for new 115kV CCVT and Line Tuner ►    Conduits between the CCVT and Line Tuner

Conduit fill calculations will be performed in accordance with NEC standards to confirm proper cable and conduit sizing. It is assumed that the existing cable trench and cable tray systems are already adequately sized to accommodate additional cables.

Low Voltage Power and Control

New low voltage (600V) power and control cable will be installed between new equipment and the new control enclosure. Voltage drop calculations will be performed to verify that cables are sized such that an acceptable voltage drop is maintained.

Material Design

A bill of materials (“BOM”) will be developed for the station installations. Minor Materials will be added to the bill of materials as they are identified during detailed design.

Engineering, Procurement & Construction Agreement

Structural Scope

Includes the design of the foundations and structures and the necessary calculations and reports. Structures

To support the installation of the new substation equipment, the following structures will be required:

►    One (1) galvanized steel single phase 115kV CCVT/Line Trap support ►    Structural supports for Line Tuner and junction boxes

Foundations

Geotechnical data will be collected and will be used, along with base reactions from the support structures, to design new foundations. The following foundations will be designed:

►    One (1) pier foundations for CCVT and Line Trap

Conceptual Scope

The existing transmission line #8 EM relays at Holcim shall be replaced with the following list
of microprocessor relays for a high-speed line protection scheme and requirement for a DTT
scheme for breaker failure protection of the center breaker in the line #8 bay at Churchtown.

(1) The line #8 to Churchtown “A” package will include one (1) ERL Phase L-pro 4000 distance relay. This relay will interface with new communications package to provide high speed line protection (DCUB) and DTT transmit/receive.

(2) The line #8 to Churchtown “B” package will include one (1) SEL-311C distance relay.

(3) The circuit breaker R8 relaying will include one (1) SEL-351-6 relay to provide automatic reclosing following the line faults. This relay will also provide sync check supervision for closure of the breaker R8.

(4) The line #8 to Churchtown Transfer Trip package will include:

(a) One (1) RFL-9780 for DCUB XMT/RCV

(b) One (1) RFL-9780 for DTT XMT/RCV

The existing panels in the control building do not have enough space to install the new relays. A new panel will replace the existing Eaton Cabinet that currently houses control switches for the 115kV disconnect switches. These control switches will be relocated to the new panel and will be re-wired as needed.

Engineering, Procurement & Construction Agreement

Station drawings and labels will be updated to reflect the transmission line updates at Holcim.

Controls & Integration

Station drawings and labels will be updated to reflect the transmission line updates at Holcim.
The new relays will be connected to the existing Sage 2300 RTU for SCADA communications.
This includes running cables from the relays to the existing SEL-3530 RTAC and programming
the SEL-3530 RTAC to interface with the new relays. This assumes that the existing SEL-3530
RTAC is connected to the RTU and can be used as a communication processor in order to get
SCADA data from the new relays to the National Grid control center. This assumes that the
leased line currently at Holcim will remain in use to carry this data and will not need to be
upgraded.

Relay settings

Relay settings for the reconfigured 115kV transmission line #8 will be performed. Setting calculations will be developed to document the design basis for each relay.  Native relay setting files will be created for each relay based on the associated setting calculation.

Deliverables

Upon successful completion of design, drawings and relay settings will be issued for construction.

30% Deliverables

a.  One-line Diagrams

b.  General Arrangement

c.  Substation Elevations

d.  Foundation Plan

e.  Conduit Plan

f.  Grounding Plan

g.  Preliminary Bill of Materials

60% Deliverables

a.  One-line Diagrams

b.  Three-line Diagrams

c.  Panel Front Views

d.  Communications Diagram

e.  Protective Relay Schematics

f.  Control Schematics

g.  Connection and Panel Wiring

h.  AC and DC Diagrams

i.AC and DC Wiring Diagrams

j.General Arrangement

k.  Substation Elevations and Details

l. Structural Steel Plan and Detail

Engineering, Procurement & Construction Agreement

m. Foundation Plan and Details

n.  Conduit Plan and Details

o.  Cable and Conduit Schedule

p.  Grounding Plan and Details

q.  Equipment Drawings (Approval Drawings)

r.  Complete Bill of Materials

90% Deliverables

a.One-line Diagrams

b.Three-line Diagrams

c.Panel Front Views

d.Communications Diagram

e.Protective Relay Schematics

f.Control Schematics

g.Connection and Panel Wiring

h.AC and DC Diagrams

i.AC and DC Wiring Diagrams

j.Relay Setting calculations and native relay files

k.General Arrangement

l.Structural Steel Plan and Detail

m. Substation Elevations and Details

n.Foundation Plan and Details

o.Conduit Plan and Details

p.Cable and Conduit Schedule

q.Grounding Plan and Details

r.Equipment Drawings (As-builts)

s.Complete Bill of Materials

IFC Package

a. Updated 90% deliverables with applicable comments incorporated

As per Exhibit A, Holcim will be requested to provide support in the above activities,
including but not limited to the supply of drawings, specifications, criteria used to design
Holcim’s stations, etc., provide timely reviews of Company’s engineering, and provide
final approval of technical designs, equipment specifications, construction drawings, and
relay settings as required.  Such support shall be provided at no cost to Holcim.

Engineering, Procurement & Construction Agreement

Exhibit C: Schedule

Below is an estimated scheduled and Holcim shall endeavor to complete the work in the timeframes and schedules mutually agreed upon by the Parties. The Schedule provided below contains the dates the Company or its designee will provide design packages to Holcim for review and comment.  Holcim shall have fourteen (14) days to provide a consolidated set of comments to the Contractor.

O&M
Station Owner

Revised

30%

Package
Submittal

ProtectionProtection

Control &Control &

PhysicalPhysicalRelay Settings

60% Package  90% PackageSubmittal

Submittal
Submittal

HolcimHolcim

National
Grid

Complete
28-Feb-2021

04-June-202111-July-2021

Upon execution of this Agreement, the Parties shall develop and agree upon the schedule of the services, taking into account the Company’s anticipated schedule for submittal of information to Holcim and the commitments made to the NYISO for completion of the overall project by the Company.  Holcim agrees to provide comments or approvals in accordance with the agreed upon schedule.

Engineering, Procurement & Construction Agreement

Exhibit D:  Insurance Requirements

The Company agrees to provide a Certificate of Insurance or Memorandum of Insurance

evidencing the existence of insurance policy(ies) issued to it or self-insured coverage limits, satisfactory to the coverages and minimum limitations set forth below, and not subject to
cancellation or material change without giving thirty (30) days prior written notice to Holcim, which policy(ies) or equally satisfactory renewals or extensions thereof shall be maintained in force during the term of this Agreement, as follows:

 Workers Compensation and Employers Liability Insurance as required by the

State of New York.  If required, coverage shall include the U.S. Longshoremen’s and Harbor Workers’ Compensation Act and the Jones Act.

 Commercial General Liability (CGL), including Contractual Liability, and

Product/Completed Operations Liability Insurance covering all insurable

operations required under the provisions of this Agreement with the following minimum limits of liability:

Combined single limit - $1,000,000 per occurrence

 Automobile Liability - covering all owned, non-owned and hired vehicles used in
connection with all operations, work or services to be performed by or on behalf
of either Party under or in connection with this Agreement with minimum limits
of:

Combined Single Limit - $1,000,000 per occurrence.

Holcim shall be included as an Additional Insured on the Company’s liability insurance policy(ies) with respect to the activities governed by this Agreement.