Service Agreement No. 2641

STANDARD SMALL GENERATOR INTERCONNECTION AGREEMENTBETWEEN
NIAGARA MOHAWK POWER CORPORATION D/B/A

NATIONAL GRID AND CAPITAL HILL SOLAR LLC

TABLE OF CONTENTS

Article 1Scope and Limitations of Agreement

1.1Applicability

1.2Purpose

1.3Scope of Interconnection Service

1.4Limitations

1.5Responsibilities of the Parties

1.6Parallel Operation Obligations

1.7Metering

1.8Reactive Power and Primary Frequency Response

1.9Capitalized Terms

Article 2.Inspection, Testing, Authorization, and Right of Access

2.1Equipment Testing and Inspection

2.2Authorization Required Prior to Parallel Operation

2.3Right of Access

Article 3Effective Date, Term, Termination, and Disconnection

3.1Effective Date

3.2Term of Agreement

3.3Termination

3.4Temporary Disconnection

3.4.1Emergency Conditions

3.4.2Routine Maintenance, Construction, and Repair

3.4.4Adverse Operating Effects

3.4.5Modification of the Small Generating Facility

3.4.6Reconnection

Article 4.Cost Responsibility for Interconnection Facilities and Distribution Upgrades

4.1Interconnection Facilities

4.2Distribution Upgrades

Article 5.Cost Responsibility for System Upgrade Facilities and System Deliverability

Upgrades

5.1Applicability

5.2System Upgrades

5.3Special Provisions for Affected Systems

Article 6.Billing, Payment, Milestones, and Financial Security

6.1Billing and Payment Procedures and Final Accounting

6.2Milestones

6.3Financial Security Arrangements

Article 7.Assignment, Liability, Indemnity, Force Majeure, Consequential Damages,

and Default

7.1Assignment

7.2Limitation of Liability

7.3Indemnity

7.4Consequential Damages

7.5Force Majeure

7.6Breach and Default

Article 8.Insurance

Article 9.Confidentiality

Article 10.Disputes

Article 11.Taxes

Article 12.Miscellaneous

12.1Governing Law, Regulatory Authority, and Rules

12.2Amendment

12.3No Third-Party Beneficiaries

12.4Waiver

12.5Entire Agreement

12.6Multiple Counterparts

12.7No Partnership

12.8Severability

12.9Security Arrangements

12.10Environmental Releases

12.11Subcontractors

12.12Reservation of Rights

Article 13.Notices

13.1General

13.2Billing and Payment

13.3Alternative Forms of Notice

13.4Designated Operating Representative

13.5Changes to the Notice Information

Article 14.Signatures

Attachment 1 - Glossary of Terms

Attachment 2 - Detailed Scope of Work, Including Description and Costs of the Small
Generating Facility, Interconnection Facilities, and Metering Equipment Attachment 3 - One-line Diagram Depicting the Small Generating Facility,
InterconnectionFacilities, Metering Equipment, and Upgrades
Attachment 4 - Milestones

Attachment 5 - Additional Operating Requirements for the New York State Transmission
System, the Distribution System and Affected Systems Needed to Support
theInterconnection Customer’s Needs

Attachment 6 - Connecting Transmission Owner’s Description of its Upgrades and Best
Estimateof Upgrade Costs

Attachment 7 - Insurance Coverage

Attachment 8   Initial Synchronization Date
Attachment 9   Commercial Operation Date

i

This Small Generator Interconnection Agreement (“Agreement” or “SGIA”) is made and entered into this 15th day of June, 2021, by and between Niagara Mohawk Power Corporation d/b/aNational Grid, a corporation organized and existing under the laws of the State of New York (“Connecting Transmission Owner”), and Capital Hill Solar LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Interconnection Customer”) eachhereinafter sometimes referred to individually as “Party” or referred to together as the “Parties.”

In consideration of the mutual covenants set forth herein, the Parties agree as follows:

2

Article 1 Scope and Limitations of Agreement

1.1Applicability

This Agreement hereby incorporates by reference the terms of the ISO OATT as they

apply to interconnection services provided by the Connecting Transmission Owner and taken by the Interconnection Customer. To the extent a conflict exists between the terms and conditions of this Agreement and the ISO OATT, the provisions of this Agreement shall prevail.

1.2Purpose

This Agreement governs the terms and conditions under which the Interconnection

Customer’s Small Generating Facility will interconnect with, and operate in parallel with, the New York State Transmission System or the Distribution System.

1.3Scope of Interconnection Service

1.3.1   The New York Independent System Operator, Inc., a not-for-profit corporation
organized and existing under the laws of the laws of the State of New York
(“NYISO”)   will   provide   Energy   Resource   Interconnection   Service   to
Interconnection Customer at the Point of Interconnection.

1.3.2   This Agreement does not constitute an agreement to purchase or deliver the
Interconnection Customer’s power. The purchase or delivery of power and other
services that the Interconnection Customer may require will be covered under
separate agreements, if any, or applicable provisions of NYISO’s or Connecting
Transmission Owner’s tariffs. The Interconnection Customer will be responsible
for separately making all necessary arrangements (including scheduling) for

delivery of electricity in accordance with the applicable provisions of the ISO
OATT  and  Connecting  Transmission  Owner’s tariff.  The  execution  of  this
Agreement does not constitute a request for, nor agreement to, provide Energy, any
Ancillary Services or Installed Capacity under the NYISO Services Tariff or any
Connecting Transmission Owner’s tariff. If Interconnection Customer wishes to
supply  or  purchase  Energy,  Installed  Capacity  or  Ancillary  Services,  then
Interconnection Customer will make application to do so in accordance with the
NYISO Services Tariff or Connecting Transmission Owner’s tariff.

1.4Limitations

Nothing in this Agreement is intended to affect any other agreement between the

3

Connecting Transmission Owner and the Interconnection Customer, except as otherwise expressly provided herein.

1.5Responsibilities of the Parties

1.5.1   The Parties shall perform all obligations of this Agreement in accordance with all
Applicable Laws and Regulations, Operating Requirements, and Good Utility
Practice.

1.5.2   The Interconnection Customer shall construct, interconnect, operate and maintain
its   Small   Generating   Facility   and   construct,   operate,   and   maintain   its
Interconnection  Facilities  in  accordance  with  the  applicable  manufacturer’s
recommended maintenance schedule, and in accordance with this Agreement, and
with Good Utility Practice.

1.5.3   The Connecting Transmission Owner shall construct, operate, and maintain its
Interconnection Facilities and Upgrades covered by this Agreement in accordance
with this Agreement, and with Good Utility Practice.

1.5.4   The Interconnection Customer agrees to construct its facilities or systems in
accordance with applicable specifications that meet or exceed those provided by
the National Electrical Safety Code, the American National Standards Institute,
IEEE, Underwriter’s Laboratory, and Operating Requirements in effect at the time
of construction and other applicable national and state codes and standards. The
Interconnection Customer agrees to design, install, maintain, and operate its Small
Generating Facility so as to reasonably minimize the likelihood of a disturbance
adversely affecting or impairing the system or equipment of the Connecting
Transmission Owner or Affected Systems.

1.5.5   The Connecting Transmission Owner and Interconnection Customer shall operate,
maintain, repair, and inspect, and shall be fully responsible for the facilities that it
now or subsequently may own unless otherwise specified in the Attachments to this
Agreement. Each Party shall be responsible for the safe installation, maintenance,
repair and condition of its respective lines and appurtenances on its respective sides
of the point of change of ownership. The Connecting Transmission Owner and the
Interconnection Customer, as appropriate, shall provide Interconnection Facilities
that adequately protect the Connecting Transmission Owner’s electric system,
personnel,  and  other  persons  from  damage  and  injury.  The  allocation  of
responsibility for the design, installation, operation, maintenance and ownership of
Interconnection Facilities shall be delineated in the Attachments to this Agreement.

4

1.5.6   The Connecting Transmission Owner shall cooperate with the NYISO to coordinate
with all Affected Systems to support the interconnection.

1.5.7 The Interconnection Customer shall ensure “frequency ride through” capability and

“voltage  ride  through”  capability  of   its  Small  Generating   Facility.  The
Interconnection Customer shall enable these capabilities such that its Small
Generating Facility shall not disconnect automatically or instantaneously from the
system or equipment of the Connecting Transmission Owner and any Affected
Systems for a defined under-frequency or over-frequency condition, or an under-
voltage or over-voltage condition, as tested pursuant to section 2.1 of this

Agreement. The defined conditions shall be in accordance with Good Utility
Practice and consistent with any standards and guidelines that are applied to other
generating facilities in the Balancing Authority Area on a comparable basis. The
Small Generating Facility’s protective equipment settings shall comply with the
Transmission Owner’s automatic load-shed program. The Transmission Owner
shall review the protective equipment settings to confirm compliance with the
automatic load-shed program. The term “ride through” as used herein shall mean
the ability of a Small Generating Facility to stay connected to and synchronized
with the system or equipment of the Transmission Owner and any Affected Systems
during system disturbances within a range of conditions, in accordance with Good
Utility Practice and consistent with any standards and guidelines that are applied to
other generating facilities in the Balancing Authority on a comparable basis. The
term “frequency ride through” as used herein shall mean the ability of a Small
Generating Facility to stay connected to and synchronized with the system or
equipment of the Transmission Owner and any Affected Systems during system
disturbances within a range of under-frequency and over-frequency conditions, in
accordance with Good Utility Practice and consistent with any standards and
guidelines that are applied to other generating facilities in the Balancing Authority
Area on a comparable basis. The term “voltage ride through” as used herein shall
mean  the  ability  of  a  Small  Generating  Facility  to  stay  connected  to  and
synchronized with the system or equipment of the Transmission Owner and any
Affected Systems during system disturbances within a range of under-voltage and
over-voltage conditions, in accordance with Good Utility Practice and consistent
with any standards and guidelines that are applied to other generating facilities in
the Balancing Authority Area on a comparable basis.

1.6Parallel Operation Obligations

Once the Small Generating Facility has been authorized to commence parallel operation,
the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel
operation of the Small Generating Facility in the applicable control area, including, but not limited
to: (1) the rules and procedures concerning the operation of generation set forth in the NYISO
tariffs or ISO Procedures or the Connecting Transmission Owner’s tariff; (2) any requirements
consistent with Good Utility Practice or that are necessary to ensure the safe and reliable operation

5

of the Transmission System or Distribution System; and (3) the Operating Requirements set forth in Attachment 5 of this Agreement.

1.7Metering

The Interconnection Customer shall be responsible for the Connecting Transmission
Owner’s reasonable and necessary cost for the purchase, installation, operation, maintenance,
testing,  repair,  and  replacement of  metering  and  data  acquisition  equipment  specified  in
Attachments 2 and 3 of this Agreement. The Interconnection Customer’s metering (and data
acquisition, as required) equipment shall conform to applicable industry rules and Operating
Requirements.

1.8 Reactive Power and Primary Frequency Response

1.8.1   Power Factor Design Criteria

1.8.1.1 Synchronous Generation. The Interconnection Customer shall design its Small Generating Facility to maintain a composite power delivery at continuous rated power output at the Point of Interconnection at a power factor within the range of 0.95 leading to 0.95 lagging, unless the NYISO or the Connecting  Transmission Owner in whose Transmission District the Small Generating Facility interconnects has established different requirements that apply to all similarly situated generators in the New York Control Area or  Transmission District (as applicable) on a comparable basis, in accordance with Good Utility Practice.

1.8.1.2   Non-Synchronous  Generation.  The  Interconnection  Customer  shall
design its Small Generating Facility to maintain a composite power delivery at
continuous rated power output at the high-side of the generator substation at a
power factor within the range of 0.95 leading to 0.95 lagging, unless the NYISO or
the Connecting Transmission Owner in whose Transmission District the Small
Generating Facility interconnects has established a different power factor range that
applies toall similarly situated non-synchronous generators in the control area or
Transmission District (as applicable) on a comparable basis, in accordance with
Good Utility Practice. This power factor range standard shall be dynamic and canbe
met using, for example, power electronics designed to supply this level of reactive
capability (taking into account any limitations due to voltage level, real power
output, etc.) or fixed and switched capacitors, or a combination of the two. This
requirement shall only apply to newly interconnecting non-synchronousgenerators
that have not yet executed a Facilities Study Agreement as of September21, 2016.

6

1.8.2   The Parties understand that the Interconnection Customer shall be paid by the
NYISO for reactive power, or voltage support service, that the Interconnection
Customer provides from the Small Generating Facility in accordance with Rate
Schedule 2 of the NYISO Services Tariff.

1.8.3 Primary Frequency Response. Interconnection Customer shall ensure the primary

frequency response capability of its Small Generating Facility by installing,
maintaining, and operating a functioning governor or equivalent controls. The term
“functioning governor or equivalent controls” as used herein shall mean the
required hardware and/or software that provides frequency responsive real power
control with the ability to sense changes in system frequency and autonomously
adjust the Small Generating Facility’s real power output in accordance with the
droop and deadband parameters and in the direction needed to correct frequency
deviations. Interconnection Customer is required to install a governor or equivalent
controls with the capability of operating: (1) with a maximum 5 percentdroop and
±0.036 Hz deadband; or (2) in accordance with the relevant droop, deadband, and
timely and sustained response settings from an approved Applicable Reliability
Standard providing for equivalent or more stringent parameters. The droop
characteristic shall be: (1) based on the nameplate capacity of the Small Generating
Facility, and shall be linear in the range of frequencies between 59 to 61 Hz that are
outside of the deadband parameter; or (2) based on an approved Applicable
Reliability Standard providing for an equivalent or more stringent parameter. The
deadband parameter shall be: the range of frequencies above and below nominal
(60 Hz) in which the governor or equivalent controls is not expectedto adjust the
Small Generating Facility’s real power output in response to frequencydeviations.
The deadband shall be implemented: (1) without a step to the droop curve, that is,
once the frequency deviation exceeds the deadband parameter, the expected change
in the Small Generating Facility’s real power output in response to frequency
deviations shall start from zero and then increase (for under-frequencydeviations) or
decrease (for over-frequency deviations) linearly in proportion to themagnitude of
the frequency deviation; or (2) in accordance with an approved Applicable

Reliability Standard providing for an equivalent or more stringent parameter. Interconnection Customer shall notify NYISO   that the primary frequency response capability of the Small Generating Facility has been tested andconfirmed during commissioning.  Once  Interconnection  Customer  has  synchronized the Small Generating Facility with the New York State TransmissionSystem, Interconnection Customer shall operate the Small Generating Facility consistent with the provisions specified in Articles 1.8.3.1 and 1.8.3.2 of this Agreement. The primary frequency response requirements contained herein shallapply to both synchronous and nonsynchronous Small Generating Facilities.

1.8.3.1 Governor or Equivalent Controls. Whenever the Small Generating Facility
is  operated  in  parallel  with  the  New  York  State  Transmission  System,
Interconnection Customer shall operate the Small Generating Facility with its
governor or equivalent controls in service and responsive to frequency.

7

Interconnection Customer shall: (1) in coordination with NYISO, set the deadband
parameter to: (1) a maximum of ±0.036 Hz and set the droop parameter to a
maximum of 5 percent; or (2) implement the relevant droop and deadband settings
from an approved Applicable Reliability Standard that provides for equivalent or
more stringent parameters. Interconnection Customer shall be required to provide
the status and settings of the governor and equivalent controls to NYISO and/or the
Connecting Transmission Owner upon request. If Interconnection Customer needs
to operate the Small Generating Facility with its governor or equivalent controls
not in service, Interconnection Customer shall immediately notify NYISO andthe
Connecting Transmission Owner, and provide both with the following information:

(1) the operating status of the governor or equivalent controls (i.e., whether it is
currently out of service or when it will be taken out of service); (2) thereasons for
removing the governor or equivalent controls from service; and (3) a reasonable
estimate of when the governor or equivalent controls will be returned to service.
Interconnection Customer shall make Reasonable Efforts to return its governor or
equivalent controls into service as soon as practicable. Interconnection Customer
shall make Reasonable Efforts to keep outages of the Small Generating Facility’s
governor or equivalent controls to a minimum whenever the Small Generating
Facility is operated in parallel with the New YorkState Transmission System.

1.8.3.2 Timely and Sustained Response. Interconnection Customer shall ensure
that the Small Generating Facility’s real power response to sustained frequency
deviations outside of the deadband setting is automatically provided and shall begin
immediately after frequency deviates outside of the deadband, and to the extent the
Small Generating Facility has operating capability in the direction needed to correct
the frequency deviation. Interconnection Customer shall not block or otherwise
inhibit the ability of the governor or equivalent controls to respond and shall ensure
that the response is not inhibited, except under certain operational constraints
including, but not limited to, ambient temperature limitations, physical energy
limitations, outages of mechanical equipment, or regulatory requirements. The
Small Generating Facility shall sustain the real power response at least until system
frequency returns to a value within the deadband setting of the governor or
equivalent controls. An Applicable Reliability Standard with equivalent or more
stringent requirements shall supersede the above requirements.

1.8.3.3 Exemptions. Small Generating Facilities that are regulated by the United
States Nuclear Regulatory Commission shall be exempt from Articles 1.8.3,

1.8.3.1, and 1.8.3.2 of this Agreement.   Small Generating Facilities that are behind
the meter generation that is sized-to-load (i.e., the thermal load and the generation
are near-balanced in real-time operation and the generation is primarilycontrolled
to maintain the unique thermal, chemical, or mechanical output necessary for the
operating requirements of its host facility) shall be required to install primary
frequency response capability requirements in accordance with the droop and
deadband capability requirements specified in Article 1.8.3, but shall be

8

otherwise exempt from the operating requirements in Articles 1.8.3,1.8.3.1,

1.8.3.2, and 1.8.3.4 of this Agreement.

1.8.3.4 Electric Storage Resources. Interconnection Customer interconnecting an
electric storage resource shall establish an operating range in Attachment 5 of its
SGIA that specifies a minimum state of charge and a maximum state of charge
between which the electric storage resource will be required to provide primary
frequency response consistent with the conditions set forth in Articles 1.8.3, 1.8.3.1,

1.8.3.2, and 1.8.3.3 of this Agreement. Attachment 5 shall specify whether the
operating range is static or dynamic, and shall consider (1) the expected magnitude
of frequency deviations in the interconnection; (2) the expected duration that
system  frequency  will  remain  outside  of  the  deadband  parameter  in  the
interconnection; (3) the expected incidence of frequency deviations outside of the
deadband parameter in the interconnection; (4) the physical capabilities of the
electric storage resource; (5) operational limitations of the electric storage resources
due to manufacturer specification; and (6) any other relevant factors agreed to by
theNYISO, Connecting Transmission Owner, and Interconnection Customer. If the
operating range is dynamic, then Attachment 5 must establish how frequently the
operating range will be reevaluated and the factors that may be considered during
its reevaluation.

Interconnection Customer’s electric storage resource is required to provide timely
and sustained primary frequency response consistent with Article 1.8.3.2 of this
Agreement when it is online and dispatched to inject electricity to the New York
State Transmission System and/or receive electricity from the New York State
Transmission System. This excludes circumstances when the electric storage
resource is not dispatched to inject electricity to the New York State Transmission
System  and/or  dispatched  to  receive  electricity  from  the  New  York  State
Transmission System. If Interconnection Customer’s electric storage resource is
charging at the time of a frequency deviation outside of its deadband parameter, it
is to increase (for over-frequency deviations) or decrease (for under-frequency
deviations) the rate at which it is charging in accordance with its droop parameter.
Interconnection Customer’s electric storage resource is not required to change from
charging to discharging, or vice versa, unless the response necessitated by the droop
and deadband settings requires it to do so and it is technically capable of making
such a transition.

1.9Capitalized Terms

Capitalized terms used herein shall have the meanings specified in the Glossary of Terms in Attachment 1 or the body of this Agreement. Capitalized terms used herein that are not so defined shall have the meanings specified in Appendix 1 of Attachment Z, Section 25.1.2 of Attachment S, or Section 30.1 of Attachment X of the ISO OATT.

9

Article 2. Inspection, Testing, Authorization, and Right of Access

2.1 Equipment Testing and Inspection

2.1.1   The Interconnection Customer shall test and inspect its Small Generating Facility
and  Interconnection  Facilities  prior  to  interconnection.  The  Interconnection
Customer shall notify the NYISO and theConnecting Transmission Owner of such
activities no fewer than five Business Days (or as may be agreed to by the Parties)
prior to such testing and inspection. Testing and inspection shall occur on a
Business Day. The Connecting Transmission Owner may, at its own expense, send
qualified  personnel  to  the  Small  Generating  Facility  site  to  inspect  the
interconnection and observe the testing. The Interconnection Customer shall
provide the NYISO and Connecting Transmission Owner a written test report when
such testing and inspection is completed. The Small Generating Facility may not
commence parallel operations if the NYISO, in consultation with the Connecting
Transmission Owner, finds that the Small Generating Facility has not been installed
as agreed upon or may not be operated in a safe and reliable manner.

2.1.2   The Connecting Transmission Owner shall, and the NYISO may, provide the
Interconnection  Customer  written  acknowledgment  that  it  has  received  the
Interconnection Customer’s written test report. Such written acknowledgment shall
not be deemed to be or construed as any representation, assurance, guarantee,or
warranty by the NYISO or Connecting Transmission Owner of the safety,
durability, suitability, or reliability of the Small Generating Facility or any
associated control, protective, and safety devices owned or controlled by the
Interconnection  Customer  or  the  quality  of  power  produced  by  the  Small
Generating Facility.

2.2 Authorization Required Prior to Parallel Operation

2.2.1   The Connecting Transmission Owner, in consultation with the NYISO, shall use
Reasonable  Efforts  to  list  applicable  parallel  Operating  Requirements  in
Attachment 5 of this Agreement. Additionally, the Connecting Transmission
Owner, in consultation with the NYISO, shall notify the Interconnection Customer
of any changes to these requirements as soon as they are known. The NYISO and
Connecting Transmission Owner shall make Reasonable Efforts to cooperate with
the  Interconnection  Customer  in  meeting  requirements  necessary  for  the
Interconnection Customer to commence parallel operations by the in-service date.

2.2.2   The Interconnection Customer shall not operate its Small Generating Facility in
parallel with the New York State Transmission System or the Distribution System
without prior written authorization of the NYISO. The Parties understand that the

10

NYISO, in consultation with the Connecting Transmission Owner, will provide
such authorization once the NYISO receives notification that the Interconnection
Customer has complied with all applicable parallel Operating Requirements. Such
authorization shall not be unreasonably withheld, conditioned, or delayed.

2.3Right of Access

2.3.1   Upon reasonable notice, the NYISO and/or Connecting Transmission Owner may
send a qualified person to the premises of the Interconnection Customer at or
immediately before the time the Small Generating Facility first produces energy to
inspect  the  interconnection,  and  observe  the  commissioning  of  the  Small
Generating Facility (including any required testing), startup, and operation for a
period of up to three Business Days after initial start-up of the unit. In addition, the
Interconnection Customer shall notify the NYISO and Connecting Transmission
Owner at least five Business Days prior to conducting any on-site verification
testing of the Small Generating Facility.

2.3.2   Following the initial inspection process described above, at reasonable hours, and
upon reasonable notice, or at any time without notice in the event of an emergency
or hazardous condition, the NYISO and Connecting Transmission Owner each shall
have access to the Interconnection Customer’s premises for any reasonable purpose
in connection with the performance of the obligations imposed on them by this
Agreement or if necessary to meet their legal obligation to provide service to their
customers.

2.3.3   Each Party shall be responsible for its own costs associated with following this
article.

11

Article 3 Effective Date, Term, Termination, and Disconnection

3.1Effective Date

This Agreement shall become effective upon execution by the Parties subject to acceptance
by FERC (if applicable), or if filed unexecuted, upon the date specified by the FERC. The
Connecting Transmission Owner shall promptly file, or cause to be filed, this Agreement with
FERC upon execution, if required. If the Agreement is disputed and the Interconnection Customer
requests that it be filed with FERC in an unexecuted form, the Connecting TransmissionOwner shall
file, or cause to be filed, this Agreement and the Connecting Transmission Owner shall identify
the disputed language.

3.2Term of Agreement

This Agreement shall become effective on the Effective Date and shall remain in effect for a period of 20 years from the Effective Date or such other longer period as the Interconnection Customer may request and shall be automatically renewed for each successive one-year period thereafter, unless terminated earlier in accordance with article 3.3 of this Agreement.

3.3Termination

No termination shall become effective until the Parties have complied with all Applicable
Laws and Regulations applicable to such termination, including the filing with FERC of a notice
of termination of this Agreement (if required), which notice has been accepted for filing by FERC.

3.3.1   The Interconnection Customer may terminate this Agreement at any time by
giving the Connecting Transmission Owner 20 Business Days written notice. The
Connecting Transmission Owner may terminate this Agreement after the Small
Generating Facility is Retired.

3.3.2   Either Party may terminate this Agreement after Default pursuant to article 7.6.

3.3.3   Upon termination of this Agreement, the Small Generating Facility will be
disconnected from the New York State Transmission System or the Distribution
System, as applicable. All costs required to effectuate such disconnection shall be
borne by the terminating Party, unless such termination resulted from the non-
terminating Party’s Default of this Agreement or such non-terminating Party
otherwise is responsible for these costs under this Agreement.

3.3.4   The termination of this Agreement shall not relieve either Party of its liabilities and
obligations, owed or continuing at the time of the termination. The

12

Interconnection Customer shall pay all amounts in excess of any deposit or other
security without interest within 30 calendar days after receipt of the invoice for such
amounts. If the deposit or other security exceeds the invoice, the Connecting
Transmission Owner shall refund such excess within 30 calendar days of the
invoice without interest.   If the Interconnection Customer disputes an amount to be
paid the Interconnection Customer shall pay the disputed amount to the Connecting
Transmission Owner or into an interest bearing escrow account, pending resolution
of the dispute in accordance with Article 10 of this Agreement.To the extent the
dispute is resolved in the Interconnection Customer’s favor, that portion of the
disputed amount will be returned to the Interconnection Customer with interest at
rates applicable to refunds under the Commission’s regulations. Tothe extent the
dispute is resolved in the Connecting Transmission Owner’s favor, that portion of
any escrowed funds and interest will be released to the Connecting Transmission
Owner.

3.3.5   The limitations of liability, indemnification and confidentiality provisions of this
Agreement shall survive termination or expiration of this Agreement.

3.4Temporary Disconnection

Temporary disconnection shall continue only for so long as reasonably necessary under Good Utility Practice.

3.4.1   Emergency Conditions

“Emergency Condition” shall mean a condition or situation: (1) that in the judgment of the
Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of
the NYISO or  Connecting Transmission Owner, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the security of, or damage to the New
York State Transmission System or Distribution System, the Connecting Transmission Owner’s
Interconnection Facilities or the electric systems of others to which the New York State
Transmission System or Distribution System is directly connected; or (3) that, in the case of the
Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to
cause a material adverse effect on the security of, or damage to, the Small Generating Facility or
the Interconnection Customer’s Interconnection Facilities. Under Emergency Conditions, the
NYISO or Connecting Transmission Owner may immediately suspend interconnection service and
temporarily disconnect the Small Generating Facility. The Connecting Transmission Owner shall
notify the Interconnection Customer promptly when it becomes aware of an Emergency Condition
that may reasonably be expected to affect the Interconnection Customer’s operation of the Small
Generating Facility. The Interconnection Customer shall notify the NYISO and Connecting
Transmission Owner promptly when it becomes aware of an Emergency Condition that may
reasonably be expected to affect the New York State Transmission System or Distribution System
or any Affected Systems. To the extent information is known, the notification shall describe the

13

Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation
of each Party’s facilities and operations, its anticipated duration, and the necessary corrective
action.

3.4.2   Routine Maintenance, Construction, and Repair

The NYISO or Connecting Transmission Owner may interrupt interconnection service or
curtail the output of the Small Generating Facility and temporarily disconnect the Small
Generating Facility from the New York State Transmission System or Distribution System when
necessary for routine maintenance, construction, and repairs on the New York State Transmission
System or Distribution System. The NYISO or theConnecting Transmission Owner shall providethe
Interconnection Customer with five Business Days’ notice prior to such interruption. The
Connecting Transmission Owner shall use Reasonable Efforts to coordinate such reduction or
temporary disconnection with the Interconnection Customer. The Parties understand that any
actions the NYISO  is authorized to take under this article 3.4.2 are conditioned upon the NYISO’s
use of Reasonable Efforts to coordinate such reduction or temporary disconnection with the
Interconnection Customer.

3.4.3   Forced Outages

During any forced outage, the NYISO orConnecting Transmission Owner may suspend
interconnection service to the Interconnection Customer to effect immediate repairs on the New
York State Transmission System or the Distribution System. The Connecting Transmission Owner
shall use Reasonable Efforts to provide the Interconnection Customer with prior notice. Ifprior
notice is not given, the Connecting Transmission Owner shall, upon request, provide the
Interconnection Customer written documentation after the fact explaining the circumstances of the
disconnection. The Parties understand that any suspension or disconnection the NYISO is
authorized to make under this article 3.4.3 is conditioned upon: (i) the NYISO’s use of Reasonable
Efforts to provide the Interconnection Customer with prior notice; and (ii) if prior notice is not
given, the NYISO’s provision to the Interconnection Customer, upon request, of written
documentation after the fact explaining the circumstances of the disconnection.

3.4.4   Adverse Operating Effects

The NYISO orConnecting Transmission Owner shall notify the Interconnection Customeras
soon as practicable if, based on Good Utility Practice, operation of the Small Generating Facility
may cause disruption or deterioration of service to other customers served from the same electric
system, or if operating the Small Generating Facility could cause damage to the New York State
Transmission System, the Distribution System or Affected Systems, or if disconnection is
otherwise required under Applicable Reliability Standards or the ISO OATT. Supporting
documentation used to reach the decision to disconnect shall be provided to the Interconnection
Customer upon request. If, after notice, the Interconnection Customer fails to remedy the adverse
operating effect within a reasonable time, the NYISO or Connecting Transmission Owner may
disconnect the Small Generating Facility. The NYISO or Connecting Transmission Owner shall

14

provide the Interconnection Customer with five Business Day notice of such disconnection, unless the provisions of article 3.4.1 apply.

3.4.5   Modification of the Small Generating Facility

The Interconnection Customer must receive written authorization from the NYISO and
Connecting Transmission Owner before making any change to the Small Generating Facility that
may have a material impact on the safety or reliability of the New York State Transmission System
or the Distribution System. Such authorization shall not be unreasonably withheld.Modifications
shall be done in accordance with Good Utility Practice. If the Interconnection Customer makes
such modification without the prior written authorization of the NYISO and Connecting
Transmission Owner, the Connecting Transmission Owner shall have the right to temporarily
disconnect the Small Generating Facility. If disconnected, the Small Generating Facility will not
be reconnected until the unauthorized modifications are authorized or removed.

3.4.6   Reconnection

The Parties shall cooperate with each other to restore the Small Generating Facility,
Interconnection Facilities, and the New York State Transmission System and Distribution System
to their  normal  operating  state  as  soon  as  reasonably  practicable  following  a temporary
disconnection.

15

Article 4. Cost   Responsibility   for   Interconnection   Facilities   and   Distribution
Upgrades

4.1Interconnection Facilities

4.1.1   The Interconnection Customer shall pay for the cost of the Interconnection
Facilities  itemized  in  Attachment 2  of  this  Agreement.  The  Connecting

Transmission Owner, shall provide a best estimate cost, including overheads, for
the purchase and construction of its Interconnection Facilities and provide adetailed
itemization of such costs. Costs associated with Interconnection Facilitiesmay be
shared with other entities that may benefit from such facilities by agreementof the
Interconnection Customer, such other entities, and the Connecting Transmission
Owner.

4.1.2   The Interconnection Customer shall be responsible for its share of all reasonable
expenses, including overheads, associated with (1) owning, operating, maintaining,
repairing, and replacing its own Interconnection Facilities, and (2) operating,
maintaining,  repairing,  and  replacing  the  Connecting  Transmission  Owner’s
Interconnection Facilities, as set forth in Attachment 2 to this Agreement.

4.2Distribution Upgrades

The Connecting Transmission Owner shall design, procure, construct, install, and own the
Distribution  Upgrades  described  in  Attachment 6  of  this  Agreement.  If  the  Connecting

Transmission Owner and the Interconnection Customer agree, the Interconnection Customer may construct Distribution Upgrades that are located on land owned by or otherwise under the control of the Interconnection Customer.The actual cost of the Distribution Upgrades, including overheads, shall be directly assigned to theInterconnection Customer. The Interconnection Customer shall be responsible for its share of allreasonable expenses, including overheads, associated with owning, operating,  maintaining,  repairing, and replacing the Distribution Upgrades, as set forth in Attachment 6 to this Agreement.

16

Article 5. Cost Responsibility for System Upgrade Facilities and System
Deliverability Upgrades

5.1Applicability

No portion of this article 5 shall apply unless the interconnection of the Small Generating Facility requires System Upgrade Facilities or System
Deliverability Upgrades.

5.2System Upgrades

The Connecting Transmission Owner shall procure, construct, install, and own the System Upgrade Facilities and System Deliverability Upgrades described in Attachment 6 of this Agreement.  To the extent that design work is

necessary in addition to that already accomplished in the Class Year

Interconnection Facilities Study for the Interconnection Customer, the

Connecting Transmission Owner shall perform or cause to be performed such work.  If all the Parties agree, the Interconnection Customer may construct System Upgrade Facilities and System Deliverability Upgrades.

5.2.1 As described in Section 32.3.5.3 of the SGIP in Attachment Z of the ISO

OATT, the responsibility of the Interconnection Customer for the cost of the
System Upgrade Facilities and System Deliverability Upgrades described in
Attachment 6 of this Agreement shall be determined in accordance with

Attachment S of the ISO OATT, as required by Section 32.3.5.3.2 of

Attachment Z.  The Interconnection Customer shall be responsible for all

System Upgrade Facility costs as required by Section 32.3.5.3.2 of Attachment Z or its share of any System Upgrade Facilities and System Deliverability
Upgrades costs resulting from the final Attachment S process, as applicable, and Attachment 6 to this Agreement shall be revised accordingly.

5.2.2 Pending the outcome of the Attachment S cost allocation process, if applicable,

the Interconnection Customer may elect to proceed with the interconnection of
its Small Generating Facility in accordance with Section 32.3.5.3 of the SGIP.

5.3Special Provisions for Affected Systems

For the repayment of amounts advanced to the Affected System Operator for
System Upgrade Facilities or System Deliverability Upgrades, the
Interconnection Customer and Affected System Operator shall enter into an
agreement that provides for such repayment, but only if responsibility for the
cost of such System Upgrade Facilities is not to be allocated in accordance
with Attachment S of the ISO OATT.  The agreement shall specify the terms
governing payments to be made by the Interconnection Customer to the
Affected System Operator as well as the repayment by the Affected System
Operator.

Article 6.Billing, Payment, Milestones, and Financial Security

6.1Billing and Payment Procedures and Final Accounting

17

6.1.1   The Connecting Transmission Owner shall bill the Interconnection Customer for
the design, engineering, construction, and procurement costs of Interconnection
Facilities and Upgrades contemplated by this Agreement on a monthly basis, or as
otherwise agreed by the Parties. The Interconnection Customer shall pay all invoice
amounts within 30 calendar days after receipt of the invoice.

6.1.2   Within three  months of completing the construction and  installation of the
Connecting Transmission Owner’s Interconnection Facilities and/or Upgrades
described in the Attachments to this Agreement, the Connecting Transmission
Owner shall provide the Interconnection Customer with a final accounting report
of any difference between (1) the Interconnection Customer’s cost responsibility
for the actual cost of such facilities or Upgrades, and (2) the Interconnection
Customer’s previous aggregate payments to the Connecting Transmission Owner
for   such   facilities   or   Upgrades.   If   the   Interconnection   Customer’s   cost
responsibility   exceeds   its   previous   aggregate   payments,   the   Connecting
Transmission Owner shall invoice the Interconnection Customer for the amount
due and the Interconnection Customer shall make payment to the Connecting
Transmission Owner within 30 calendar days. If the Interconnection Customer’s
previous aggregate payments exceed its cost responsibility under this Agreement,
the Connecting Transmission Owner shall refund to the Interconnection Customer
an amount equal to the difference within 30 calendar days of the final accounting
report.

6.1.3   If the Interconnection Customer disputes an amount to be paid, the Interconnection
Customer shall pay the disputed amount to the Connecting Transmission Owner or
into an interest bearing escrow account, pending resolution of the dispute in
accordance with Article 10 of this Agreement. To the extent the dispute is resolved
in the Interconnection Customer’s favor, that portion of the disputed amount will
be credited or returned to the Interconnection Customer with interest at rates
applicable to refunds under the Commission’s regulations. To the extent the dispute
is resolved in the Connecting Transmission Owner’s favor, that portion of any
escrowed funds and interest will be released to the Connecting TransmissionOwner.

18

6.2Milestones

Subject to the provisions of the SGIP, the Parties shall agree on milestones for which each
Party is responsible and list them in Attachment 4 of this Agreement. A Party’s obligations under
this provision may be extended by agreement. If a Party anticipates that it will be unable to meeta
milestone for any reason other than a Force Majeure event, it shall immediately notify the other
Party of the reason(s) for not meeting the milestone and: (1) propose the earliest reasonable
alternate date by which it can attain this and future milestones, and (2) requesting appropriate
amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not
unreasonably withhold agreement to such an amendment unless: (1) it will suffer significant
uncompensated economic or operational harm from the delay, (2) attainment of the same milestone
has previously been delayed, or (3) it has reason to believe that the delay in meeting the milestone
is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing
the amendment.

6.3Financial Security Arrangements

At least 20 Business Days prior to the commencement of the design, procurement,
installation, or construction of a discrete portion of the Connecting Transmission Owner’s
Interconnection  Facilities  and  Upgrades,  the  Interconnection  Customer  shall  provide  the
Connecting Transmission Owner, at the Interconnection Customer’s option, a guarantee, a surety
bond, letter of credit or other form of security that is reasonably acceptable to the Connecting
Transmission Owner and is consistent with the Uniform Commercial Code of the jurisdiction
where the Point of Interconnection is located. Such security for payment shall be in an amount
sufficient to cover the costs for constructing, designing, procuring, and installing the applicable
portion of the Connecting Transmission Owner’s Interconnection Facilities and Upgrades and shall
be reduced on a dollar-for-dollar basis for payments made to the Connecting Transmission Owner
under this Agreement during its term. The Connecting Transmission Owner may draw on any such
security to the extent that the Interconnection Customer fails to make any payments due underthis
Agreement. In addition:

6.3.1   The guarantee  must be  made  by  an entity that meets the creditworthiness
requirements of the Connecting Transmission Owner, and contain terms and
conditions that guarantee payment of any amount that may be due from the
Interconnection Customer, up to an agreed-to maximum amount.

6.3.2   The letter of credit or surety bond must be issued by a financial institution or insurer
reasonably acceptable to the Connecting Transmission Owner and must specify a
reasonable expiration date.

6.3.3   Notwithstanding the above, Security posted for System Upgrade Facilities for a
Small Generating Facility required to enter the Class Year process, or cash or

19

Security provided for System Deliverability Upgrades, shall meet the requirements for Security contained in Attachment S to the ISO OATT.

Article 7.Assignment, Liability, Indemnity, Force Majeure, Consequential Damages,

and Default

7.1Assignment

This Agreement, and each and every term and condition hereof, shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. This Agreement may be assigned by either Party upon 15 Business Days prior written notice and opportunity to object by the other Party; provided that:

7.1.1   A Party may assign this Agreement without the consent of the other Parties to any
affiliate of the assigning Party with an equal or greater credit rating and with the
legal authority and operational ability to satisfy the obligations of the assigning
Party under this Agreement, provided that the Interconnection Customer promptly
notifies  the  NYISO  andthe  Connecting  Transmission  Owner  of  any  such
assignment. A Party may assign this Agreement without the consent of the other
Party in connection with the sale, merger, restructuring, or transfer of a substantial
portion of all of its assets, including the Interconnection Facilities it owns, so long
as the assignee in such a transaction directly assumes all rights, duties and
obligation arising under this Agreement.

7.1.2   The Interconnection Customer shall have the right to assign this Agreement,
without the  consent of  the  NYISO orConnecting  Transmission  Owner,  for
collateral security purposes to aid in providing financing for the Small Generating
Facility.

7.1.3   Any attempted assignment that violates this article  is  void and  ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a Party’s
obligations be enlarged, in whole or in part, by reason thereof. An assignee is
responsible for meeting the same financial, credit, and insurance obligations as the
Interconnection Customer. Where required, consent to assignment will not be
unreasonably withheld, conditioned or delayed.

7.2Limitation of Liability

Each Party’s liability to the other Party for any loss, cost, claim, injury, liability, or expense,
including reasonable attorney’s fees, relating to or arising from any act or omission in its
performance of this Agreement, shall be limited to the amount of direct damage actually incurred.

20

In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages.

7.3Indemnity

7.3.1   This provision protects each Party from liability incurred to third parties as a result
of carrying out the provisions of this Agreement. Liability under this provision is
exempt from the general limitations on liability found in article 7.2.

7.3.2   Each Party (the “Indemnifying Party”) shall at all times indemnify, defend, and
hold harmless the other Party (the “ Indemnified Party”) from, any and all damages,
losses, claims, including claims and actions relating to injury to or death of any
person or damage to property, the alleged violation of any Environmental Law, or
the release or threatened release of any Hazardous Substance, demand, suits,
recoveries, costs and expenses, court costs, attorney fees, and all other obligations
by or to third parties (any and all of these a “Loss”), arising out of or resulting from:

(i) the Indemnified Party’s performance under this Agreement on behalf of the Indemnifying Party, except in cases where the Indemnifying Party can demonstrate that the Loss of the Indemnified Party was caused by the gross negligence or intentional wrongdoing by the Indemnified Party, or (ii) the violation by the Indemnifying Party of any Environmental Law or the release by the Indemnifying Party of a Hazardous Substance.

7.3.3   If a Party is entitled to indemnification under this article as a result of a claim by a
third  party,  and  the  Indemnifying  Party  fails,  after  notice  and  reasonable
opportunity to proceed under this article, to assume the defense of such claim, such
Indemnified Party may at the expense of the Indemnifying Party contest, settle or
consent to the entry of any judgment with respect to, or pay in full, such claim.

7.3.4   If the Indemnifying Party is obligated to indemnify and hold the Indemnified Party
harmless under this article, the amount owing to the Indemnified Party shall be the
amount of such Indemnified Party’s actual loss, net of any insurance or other
recovery.

7.3.5   Promptly after receipt by the Indemnified Party of any claim or notice of the
commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the Indemnified
Party shall notify the Indemnifying Party of such fact. Any failure of or delay in
such notification shall not affect a Party’s indemnification obligation unless such
failure or delay is materially prejudicial to the Indemnifying Party.

21

7.4Consequential Damages

Other than as expressly provided for in this Agreement, neither Party shall be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to the other Party under another agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

7.5Force Majeure

7.5.1   As used in this article, a “Force Majeure Event” shall mean “any act of God, labor
disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood,
explosion, breakage or accident to machinery or equipment, any order, regulation
or restriction imposed by governmental, military or lawfully established civilian
authorities, or any other cause beyond a Party’s control. A Force Majeure Event
does not include an act of negligence or intentional wrongdoing.” For the purposesof
this article, this definition of Force Majeure shall supersede the definitions of Force
Majeure set out in Section 32.10.1 of the ISO OATT.

7.5.2   If a Force Majeure Event prevents a Party from fulfilling any obligations under this
Agreement, the Party affected by the Force Majeure Event (“Affected Party”) shall
promptly notify the other Party, either in writing or via the telephone, of the
existence of the Force Majeure event. The notification must specify in reasonable
detail the circumstances of the Force Majeure Event, its expected duration, and the
steps that the Affected Party is taking to mitigate the effects of the event on its
performance. The Affected Party shall keep the other Party informed on a
continuing basis of developments relating to the Force Majeure Event until the
event  ends.  The  Affected  Party  will  be  entitled  to  suspend  or  modify  its
performance of obligations under this Agreement (other than the obligation to make
payments) only to the extent that the effect of the Force Majeure Event cannot be
mitigated by the use of Reasonable Efforts. The Affected Party will use Reasonable
Efforts to resume its performance as soon as possible.

7.6Breach and Default

7.6.1   No Breach of this Agreement shall exist where such failure to discharge an
obligation (other than the payment of money) is the result of a Force Majeure Event
or the result of an act or omission of the other Party. Upon a Breach, the non-
breaching Party shall give written notice of such Breach to the Breaching Party.

22

Except as provided in article 7.6.2, the Breaching Party shall have 60 calendar days
from receipt of the Breach notice within which to cure such Breach; provided
however, if such Breach is not capable of cure within 60 calendar days, the
Breaching Party shall commence such cure within 20 calendar days after notice and
continuously and diligently complete such cure within six months from receipt of
the Breach notice; and, if cured within such time, the Breach specified in such
notice shall cease to exist.

7.6.2   If a Breach is not cured as provided in this article, or if a Breach is not capable of
being cured within the period provided for herein, a Default shall exist and the non-
defaulting Party shall thereafter have the right to terminate this Agreement, in
accordance with article 3.3 hereof, by written notice to the defaulting Party at any
time until cure occurs, and be relieved of any further obligation hereunder and,
whether or not that Party terminate this Agreement, to recover from the defaulting
Party all amounts due hereunder, plus all other damages and remedies to which they
are entitled at law or in equity. The provisions of this article shall survive
termination of this Agreement.

7.6.3   In cases where the Interconnection Customer has elected to proceed under Section

32.3.5.3 of the SGIP, if the Interconnection Request is withdrawn or deemed withdrawn pursuant to the SGIP during the term of this Agreement, this Agreement shall terminate.

23

Article 8. Insurance

8.1 The Interconnection Customer shall, at its own expense, maintain in force general liability

insurance without any exclusion for liabilities related to the interconnection undertaken
pursuant to this Agreement. The amount of such insurance shall be sufficient to insure
against all reasonably foreseeable direct liabilities given the size and nature of the
generating   equipment   being   interconnected,   the   interconnection   itself,   and   the
characteristics of the system to which the interconnection is made. Such insurance coverage
is specified in Attachment 7 to this Agreement. The Interconnection Customer shall obtain
additional insurance only if necessary as a function of owning and operating agenerating
facility. Such insurance shall be obtained from an insurance provider authorized to do
business in New York State where the interconnection is located.Certification that such
insurance is in effect shall be provided upon request of the Connecting Transmission
Owner, except that the Interconnection Customer shall show proof of insurance to the
Connecting Transmission Owner no later than ten Business Daysprior to the anticipated
commercial operation date. An Interconnection Customer of sufficient creditworthiness
may propose to self-insure for such liabilities, and such a  proposal  shall not be
unreasonably rejected.

8.2 The Connecting Transmission Owner agree to maintain general liability insurance or self-

insurance consistent with the existing commercial practice. Such insurance or selfinsurance shall not exclude the liabilities undertaken pursuant to this Agreement.

8.3 The Parties further agree to notify one another whenever an accident or incident occurs

resulting in any injuries or damages that are included within the scope of coverage of such insurance, whether or not such coverage is sought.

24

Article 9. Confidentiality

9.1 Confidential Information shall mean any confidential and/or proprietary information

provided by one Party to the other Party that is clearly marked or otherwise designated
“Confidential.” For purposes of this Agreement all design, operating specifications, and
metering data provided by the Interconnection Customer shall be deemed Confidential
Information regardless of whether it is clearly marked or otherwise designated as such.
Confidential Information shall include, without limitation, information designated as such
by the NYISO Code of Conduct contained in Attachment F to the ISO OATT.

9.2 Confidential Information does not include information previously in the public domain,

required to be publicly submitted or divulged by Governmental Authorities (after notice to the other Party and after exhausting any opportunity to oppose such publication or release), or necessary to be divulged in an action to enforce this Agreement. Each Party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without the prior written authorization from the Party providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements.

9.2.1   Each Party shall employ at least the same standard of care to protect Confidential
Information obtained from the other Party as it employs to protect its own
Confidential Information.

9.2.2   Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its
rights under this provision to prevent the release of Confidential Information
without bond or proof of damages, and may seek other remedies available at law or
in equity for breach of this provision.

9.3 Notwithstanding anything in this article to the contrary, and pursuant to 18 CFR §

lb.20, if FERC, during the course of an investigation or otherwise, requests
information from the other Party that is otherwise required to be maintained in
confidence pursuant to this Agreement, the Party shall provide the requested
information to FERC, within the time provided for in the request for information.
In providing the information to FERC, the Party may, consistent with 18 CFR §
388.112, request that the information be treated as confidential and non-public by
FERC and that the information be withheld from public disclosure. Each Party is
prohibited from notifying the other Party to this Agreement prior to the release of
the Confidential Information to FERC. The Party shall notify the other Party to this
Agreement when it is notified by FERC that a request to release Confidential
Information has been received by FERC, at which time either of the Parties may
respond before such information would be made public, pursuant to 18 CFR §
388.112.  Requests  from  a  state  regulatory  body  conducting  a  confidential
investigation shall be treated in a similar manner if consistent with the applicable

25

state rules and regulations.

9.4Consistent with the provisions of this article 9, the Parties to this Agreement will

cooperate in good faith to provide each other, Affected Systems, Affected System

Operators, and state and federal regulators the information necessary to carry out

the terms of the SGIP and this Agreement.

Article 10.Disputes

10.1The NYISO, Connecting Transmission Owner and Interconnection Customer agree to attempt to

resolve all disputes arising out of the interconnection process according to the provisions of this
article.

10.2 In the event of a dispute, the Parties will first attempt to promptly resolve it on an informal basis.

The NYISO will be available to the Interconnection Customer and Connecting Transmission

Owner to help resolve any dispute that arises with respect to performance under this Agreement. If the Parties cannot promptly resolve the dispute on an informal basis, then any Party shall
provide the other Parties with a written Notice of Dispute.  Such notice shall describe in detail the nature of the dispute.

10.3 If the dispute has not been resolved within two Business Days after receipt of the notice, any Party

may contact FERC’s Dispute Resolution Service (“DRS”) for assistance in resolving the dispute.

10.4 The DRS will assist the Parties in either resolving their dispute or in selecting an appropriate

dispute resolution venue (e.g., mediation, settlement judge, early neutral evaluation, or technical
expert) to assist the Parties in resolving their dispute.  The result of this dispute resolution process
will be binding only if the Parties agree in advance.  DRS can be reached at 1-877-337-2237 or
via the internet at http://www.ferc.gov/legal/adr.asp.

10.5Each Party agrees to conduct all negotiations in good faith and will be responsible for one-third of

any costs paid to neutral third-parties.

10.6 If any Party elects to seek assistance from the DRS, or if the attempted dispute resolution fails,

then any Party may exercise whatever rights and remedies it may have in equity or law consistent with the terms of this Agreement.

26

Article 11.Taxes

11.1 The Parties agree to follow all applicable tax laws and regulations, consistent with

FERC policy and Internal Revenue Service requirements.

11.2 Each Party shall cooperate with the other Parties to maintain the other Party’s tax

status. Nothing in this Agreement is intended to adversely affect the tax status of
either Party including the status of any Connecting Transmission Owner with
respect to the issuance ofbonds including, but not limited to, Local Furnishing
Bonds. Notwithstanding any other provisions of this Agreement, LIPA, NYPA
and Consolidated Edison Company of New York, Inc. shall not be required to
comply with any provisions of this Agreement that would result in the loss of tax-
exempt status of any of their Tax-Exempt Bonds or impair their ability to issue
future tax-exempt obligations.  For purposes of this provision, Tax-Exempt Bonds
shall include the obligations of the Long Island Power Authority, NYPA and
Consolidated Edison Company of New York, Inc., the interest on which is not
included in gross income under the Internal Revenue Code.

11.3 LIPA and NYPA do not waive their exemptions, pursuant to Section 201(f) of the

FPA, from Commission jurisdiction with respect to the Commission’s exercise of the FPA’s general ratemaking authority.

11.4 Any payments due to the Connecting Transmission Owner under this Agreement shall be

adjusted to include any tax liability incurred by the Connecting Transmission Owner with respect to the interconnection request which is the subject of this Agreement. Such adjustments shall be made in accordance with the provisions of Article 5.17 of the LGIA in Attachment X of the ISO OATT. Except where otherwise noted, all costs, deposits, financial obligations and the like specified in this Agreement shall be assumed not to reflect the impact of applicable taxes.

27

Article 12. Miscellaneous

12.1 Governing Law, Regulatory Authority, and Rules

The validity, interpretation and enforcement of this Agreement and each of its provisions shall be governed by the laws of the state of New York, without regard to its conflicts of law principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, or regulations of a Governmental Authority.

12.2Amendment

The Parties may amend this Agreement by a written instrument duly executed by the Parties, or under article 12.12 of this Agreement.

12.3 No Third-Party Beneficiaries

This Agreement is not intended to and does not create rights, remedies, or benefits of any
character whatsoever in favor of any persons, corporations, associations, or entities other than the
Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their
successors in interest and where permitted, their assigns. Notwithstanding the foregoing, any
subcontractor of the Connecting Transmission Owner assisting that Party with the Interconnection
Request covered by this Agreement shall be entitled to the benefits of indemnification provided
for under Article 7.3 of this Agreement and the limitation of liability provided for in Article 7.2 of
this Agreement.

12.4Waiver

12.4.1 The failure of a Party to this Agreement to insist, on any occasion, upon strict
performance of any provision of this Agreement will not be considered a waiver of
any obligation, right, or duty of, or imposed upon, such Party.

12.4.2 Any waiver at any time by a Party of its rights with respect to this Agreement shall
not be deemed a continuing waiver or a waiver with respect to any other failure to
comply with any other obligation, right, duty of this Agreement. Termination or
default of this Agreement for any reason by Interconnection Customer shall not
constitute a waiver of the Interconnection Customer’s legal rights to obtain an
interconnection from the NYISO. Any waiver of this Agreement shall, if requested,
be provided in writing.

28

12.5Entire Agreement

This Agreement, including all Attachments, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, either Party’s compliance with its obligations under this Agreement.

12.6 Multiple Counterparts

This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.

12.7No Partnership

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 either Party. Neither 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.

12.8Severability

If any provision or portion of this Agreement shall for any reason be held or adjudged to
be invalid or illegal or unenforceable by any court of competent jurisdiction or other Governmental
Authority, (1) such portion or provision shall be deemed separate and independent, (2) the Parties
shall negotiate in good faith to restore insofar as practicable the benefits to each Party that were
affected by such ruling, and (3) the remainder of this Agreement shall remain in full force and
effect.

12.9 Security Arrangements

Infrastructure security of electric system equipment and operations and control hardware
and software is essential to ensure day-to-day reliability and operational security. FERC expects
the NYISO, the Connecting Transmission Owner, Market Participants, and Interconnection
Customers interconnected to electric systems to comply with the recommendations offered by the
President’s   Critical   Infrastructure   Protection   Board   and,   eventually,   best   practice
recommendations from the electric reliability authority. All public utilities are expected to meet
basic standards for system infrastructure and operational security, including physical, operational,

29

and cyber-security practices.

12.10 Environmental Releases

Each Party shall notify the other Party, first orally and then in writing, of the release of any
hazardous substances, any asbestos or lead abatement activities, or any type of remediation
activities related to the Small Generating Facility or the Interconnection Facilities, each of which
may reasonably be expected to affect the other Party. The notifying Party shall: (1) provide the
notice as soon as practicable, provided such Party makes a good faith effort to provide the notice
no later than 24 hours after such Party becomes aware of the occurrence, and (2) promptly furnish
to the other Party copies of any publicly available reports filed with any governmental authorities
addressing such events.

12.11 Subcontractors

Nothing in this Agreement shall prevent a Party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that each Party shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and each Party shall remain primarily liable to the other Party for the performance of such subcontractor.

12.11.1 The creation of any subcontract relationship shall not relieve the hiring

Party of any of its obligations under this Agreement. The hiring Party shall
be fully responsible to the other Party to the extent provided for in Sections

32.7.2 and 32.7.3 above for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been made; provided, however, that in no event shall the Connecting Transmission Owner be liable for the actions or inactions of the Interconnection Customer or its subcontractors with respect to obligations of the Interconnection Customer under this Agreement. Any applicable obligation imposed by this Agreement upon the hiring Party shall be equally binding upon, and shall be construed as having application to, any subcontractor of such Party.

12.11.2The obligations under this article will not be limited in any way by any

limitation of subcontractor’s insurance.

12.12 Reservation of Rights

Nothing in this Agreement shall alter the right of the Connecting Transmission Owner to
make unilateral filings with FERC to modify this Agreement with respect to any rates, terms and
conditions, charges, classifications of service, rule or regulation under Section 205 or any other

30

applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder which rights are expressly reserved herein, and the existing rights of the Interconnection Customer to make a unilateral filing with FERC to modify this Agreement under any applicable provision of the Federal Power Act and FERC’s rules and regulations are also expressly reserved herein; provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations, except to the extent that the Parties otherwise agree as provided herein.

Article 13.Notices

13.1General

Unless otherwise provided in this Agreement, any written notice, demand, or request required or authorized in connection with this Agreement shall be deemed properly given if delivered in person, delivered by recognized national currier service, or sent by first class mail, postage prepaid, to the person specified below:

If to the Interconnection Customer:

Interconnection Customer: Capital Hill Solar LLC Attention: William Miller

Address: 106 Isabella Street, Suite 400

City: PittsburghState: PAZip: 15212

Phone: (412) 618-7721

If to the Connecting Transmission Owner:

Niagara Mohawk Power Corporation d/b/a/ National Grid Attention: Kevin Reardon, Director, Commercial Services Address: 40 Sylvan Road

City:   WalthamState:   MAZip: 02451

Phone: (781) 907-2411
Fax: (781) 907-5707

E-mail: Kevin.reardon@nationalgrid.com

31

13.2Billing and Payment

Billings and payments shall be sent to the addresses set out below:

Interconnection Customer: Capital Hill Solar LLC
Attention: William Miller

Address: 106 Isabella Street, Suite 400

City: PittsburghState: PAZip: 15212

Connecting Transmission Owner:

Niagara Mohawk Power Corporation d/b/a/ National Grid Attention: Kevin Reardon, Director, Commercial Services Address: 40 Sylvan Road

City:   WalthamState:   MAZip: 02451

Phone: (781) 907-2411
Fax: (781) 907-5707

E-mail: Kevin.reardon@nationalgrid.com

13.3 Alternative Forms of Notice

Any notice or request required or permitted to be given by either Party to the other and not required by this Agreement to be given in writing may be so given by telephone or e-mail to the telephone numbers and e-mail addresses set out below:

If to the Interconnection Customer:

Interconnection Customer: Capital Hill Solar LLC Attention: William Miller

Address: 106 Isabella Street, Suite 400

City: PittsburghState: PAZip: 15212

Phone: (412) 618-7721

E-mail: William.miller@oridenpower.com

If to the Connecting Transmission Owner:

Niagara Mohawk Power Corporation d/b/a/ National Grid
Attention: Kevin Reardon, Director, Commercial Services

32

Address: 40 Sylvan Road

City:   WalthamState:   MAZip: 02451

Phone: (781) 907-2411
Fax: (781) 907-5707

E-mail: Kevin.reardon@nationalgrid.com

33

13.4Designated Operating Representative

The Parties may also designate operating representatives to conduct the communications
which may be necessary or convenient for the administration of this Agreement. This person will
also serve as the point of contact with respect to operations and maintenance of the Party’s
facilities.

Interconnection Customer’s Operating Representative:

Interconnection Customer: Capital Hill Solar LLC Attention: Gary Verkleeren

Address: 106 Isabella Street, Suite 400

City: PittsburghState: PAZip: 15212

Phone: (412) 915-9017

E-mail: gary.verkleeren@oridenpower.com

Connecting Transmission Owner’s Operating Representative: Niagara Mohawk Corporation d/b/a National Grid

Attention: ERCC Shift Supervisor

Address: 5215 Western Turnpike

City:  Altamont    State:  NY    Zip: 12009 Phone: (518) 356-6471

34

13.5Changes to the Notice Information

Either Party may change this information by giving five Business Days written notice prior to the effective date of the change.

35

Article 14.Signatures

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives.

For the Connecting Transmission Owner

Sign:

Name:
Title:
Date:

For the Interconnection Customer
Sign:

Name: Masahiro Ogiso Title: President

Date:   June, 2021

36

Attachment 1 - Glossary of Terms

Affected System - An electric system other than the transmission system owned, controlled or operated  by  the  Connecting  Transmission  Owner  that  may  be  affected  by  the  proposed interconnection.

Affected System Operator - Affected System Operator shall mean the operator of any Affected
System.

Affected Transmission Owner - The New York public utility or authority (or its designated agent) other than the Connecting Transmission Owner that: (i) owns facilities used for the transmission of Energy in interstate commerce and provides Transmission Service under the Tariff,and (ii) owns, leases or otherwise possesses an interest in a portion of the New York State Transmission System where System Deliverability Upgrades or System Upgrade Facilities are installed pursuant to Attachment Z and Attachment S to the ISO OATT.

Applicable Laws and Regulations - All duly promulgated applicable federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any Governmental Authority, including but not limited to Environmental Law.

Applicable Reliability Standards - The criteria, requirements and guidelines of the North
American Electric Reliability Council, the Northeast Power Coordinating Council, the New York
State Reliability Council and related and successor organizations, or the Transmission District to
which the Interconnection Customer’s Small Generating Facility is directly interconnected, as
those criteria, requirements and guidelines are amended and modified and in effect from time to
time; provided that neither Party shall waive its right to challenge the applicability of or validity
of any criterion, requirement or guideline as applied to it in the context of Attachment Z to the ISO
OATT and this Agreement. For the purposes of this Agreement, this definition of Applicable
Reliability Standards shall supersede the definition of Applicable Reliability Standards set out in
Attachment X to the ISO OATT.

Base Case - The base case power flow, short circuit, and stability data bases used for the Interconnection  Studies  by  NYISO,  Connecting  Transmission  Owner  or  Interconnection Customer; described in Section 32.2.3 of the Large Facility Interconnection Procedures.

Breach - The failure of a Party to perform or observe any material term or condition of this Agreement.

Business Day - Monday through Friday, excluding federal holidays.

37

Capacity   Resource   Interconnection   Service -   The   service   provided   by   NYISO   to

Interconnection Customers that satisfy the NYISO Deliverability Interconnection Standard or that
are otherwise eligible to receive CRIS in accordance with Attachment S to the ISO OATT; such
service being one of the eligibility requirements for participation as a NYISO Installed Capacity
Supplier.

Commercial Operation shall mean the status of the Small Generating Facility that has

commenced generating electricity for sale, excluding electricity generated during Trial Operation,
notice of which must be provided to the NYISO in the form of Attachment 9 to this Agreement.

Connecting Transmission Owner - The New York public utility or authority (or its designated agent) that: (i) owns facilities used for the transmission of Energy in interstate commerce and provides Transmission Service under the Tariff, (ii) owns, leases or otherwise possesses an interest in the portion of the New York State Transmission System or Distribution System at the Point of Interconnection, and (iii) is a Party to this Agreement.

Default - The failure of a Party in Breach of this Agreement to cure such Breach under this Agreement.

Distribution System - The Transmission Owner’s facilities and equipment used to distribute
electricity that are subject to FERC jurisdiction, and are subject to the NYISO’s Large Facility
Interconnection Procedures in Attachment X to the ISO OATT or Small Generator Interconnection
Procedures in Attachment Z to the ISO OATT under FERC Order Nos. 2003 and/or 2006. For the
purpose of this Agreement, the term Distribution System shall not include LIPA’s distribution
facilities.

Distribution  Upgrades - The  additions,  modifications,  and  upgrades  to  the  Connecting

Transmission Owner’s Distribution System at or beyond the Point of Interconnection to facilitate interconnection of the Small Generating Facility and render the transmission service necessary to effect the Interconnection Customer’s wholesale sale of electricity in interstate commerce. Distribution Upgrades do not include Interconnection Facilities or System Upgrade Facilities or System Deliverability Upgrades.

Energy Resource Interconnection Service - The service provided by NYISO to interconnect the
Interconnection Customer’s Small Generating Facility to the New York State Transmission
System or Distribution System  in accordance with the NYISO Minimum Interconnection
Standard, to enable the New York State Transmission System to receive Energy and Ancillary
Services from the Small Generating Facility, pursuant to the terms of the ISO OATT.

Force Majeure - Any act of God, labor disturbance, act of the public enemy, war, insurrection,
riot, fire, storm or flood, explosion, breakage or accident to machinery or equipment, any order,
regulation or restriction imposed by governmental, military or lawfully established civilian
authorities, or any other cause beyond a Party’s control. A Force Majeure event does not include
an act of negligence or intentional wrongdoing. For the purposes of this Agreement, this definition
of Force Majeure shall supersede the definitions of Force Majeure set out in Section

38

32.2.11 of the NYISO Open Access Transmission Tariff.

39

Good Utility Practice - Any of the practices, methods and acts engaged in or approved by a
significant portion of the electric industry during the relevant time period, or any of the practices,
methods and acts which, in the exercise of reasonable judgment in light of the facts known at the
time the decision was made, could have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices, reliability, safety and expedition. Good
Utility Practice is not intended to be limited to the optimum practice, method, or act to the
exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted
in the region.

Governmental Authority - 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 over
the Parties, their respective facilities, or the respective services they provide, and exercising or
entitled to exercise any administrative, executive, police, or taxing authority or power; provided,
however, that such term does not include the Interconnection Customer, NYISO, Affected
Transmission Owner, Connecting Transmission Owner or any Affiliate thereof.

Initial Synchronization Date shall mean the date upon which the Small Generating Facility is

initially synchronized and upon which Trial Operation begins, notice of which must be provided to the NYISO in the form of Attachment 8.

In-Service Date shall mean the date upon which the Developer reasonably expects it will be ready
to begin use of the Connecting Transmission Owner’s Interconnection Facilities to obtain back feed
power.

Interconnection Customer - The entity, including the Transmission Owner or any of the affiliates or subsidiaries, that proposes to interconnect its Small Generating Facility with the New York State Transmission System or the Distribution System.

Interconnection Facilities - The Connecting Transmission Owner’s Interconnection Facilities and the Interconnection Customer’s Interconnection Facilities. Collectively, Interconnection Facilities include all facilities and equipment between the Small Generating Facility and the Point of Interconnection, including any modification, additions or upgrades that are necessary to physically and electrically interconnect the Small Generating Facility to the New York State Transmission System or the Distribution System. Interconnection Facilities are sole use facilitiesand shall not include Distribution Upgrades or System Upgrade Facilities.

Interconnection Request - The Interconnection Customer’s request, in accordance with the
Tariff, to interconnect a new Small Generating Facility, or to materially increase the capacity of,
or make a material modification to the operating characteristics of, an existing Small Generating
Facility that is interconnected with the New York State Transmission System or the Distribution
System. For the purposes of this Agreement, this definition of Interconnection Request shall
supersede the definition of Interconnection Request set out in Attachment X to the ISO OATT.

40

Interconnection Study - Any study required to be performed under Sections 32.2 or 32.3 of the
SGIP.

ISO - The NYISO.

41

Material Modification - A modification that has a material impact on the cost or timing of any Interconnection Request with a later queue priority date.

New York State Transmission System - The entire New York State electric transmission system,
which  includes: (i)  the  Transmission  Facilities  under  ISO  Operational  Control; (ii)  the

Transmission Facilities Requiring ISO Notification; and (iii) all remaining transmission facilities within the New York Control Area.

NYISO - The New York Independent System Operator, Inc. or its successor.

NYISO Deliverability Interconnection Standard - The standard that must be met, unless
otherwise provided for by Attachment S to the ISO OATT, by (i) any generation facility larger
than 2 MW in order for that facility to obtain CRIS; (ii) any Class Year Transmission Project
proposing to interconnect to the New York State Transmission System and receive Unforced
Capacity Delivery Rights; (iii) any entity requesting External CRIS Rights, and (iv) any entity
requesting a CRIS transfer pursuant to Section 25.9.5 of Attachment S to the ISO OATT. To meet
the NYISO Deliverability Interconnection Standard, the Interconnection Customer must, in
accordance with the rules in Attachment S to the ISO OATT, fund or commit to fund any System
Deliverability Upgrades identified for its project in the Class Year Deliverability Study.

NYISO Minimum Interconnection Standard - The reliability standard that must be met by any
generation facility or Class Year Transmission Project that is subject to NYISO’s Large Facility
Interconnection Procedures in Attachment X to the ISO OATT or the NYISO’s Small Generator
Interconnection Procedures in this Attachment Z, that is proposing to connect to the New York
State Transmission System or Distribution System, to obtain ERIS. The Minimum Interconnection
Standard is designed to ensure reliable access by the proposed project to the NewYork State
Transmission System or to the Distribution System. The Minimum Interconnection Standard does
not impose any deliverability test or deliverability requirement on the proposed interconnection.

OATT - The Tariff.

Operating Requirements - Any operating and technical requirements that may be applicable due to Regional Transmission Organization, Independent System Operator, control area, or the Connecting Transmission Owner’s requirements, including those set forth in this Agreement. Operating Requirements shall include Applicable Reliability Standards.

Party or Parties - The Connecting Transmission Owner, Interconnection Customer or both.

Point of Interconnection - The point where the Interconnection Facilities connect with the New York State Transmission System or the Distribution System.

42

Reasonable Efforts - With respect to an action required to be attempted or taken by a Party under this Agreement, efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests.

Small Generating Facility - The Interconnection Customer’s device no larger than 20 MW for the production and/or storage for later injection of electricity identified in the Interconnection Request, but shall not include the Interconnection Customer’s Interconnection Facilities.

System Deliverability Upgrades - The least costly configuration of commercially available components of electrical equipment that can be used, consistent with Good Utility Practice and Applicable Reliability Requirements, to make the modifications or additions to the existing New York State Transmission System that are required for the proposed project to connect reliably to the system in a manner that meets the NYISO Deliverability Interconnection Standard for Capacity Resource Interconnection Service.

System Upgrade Facilities - The least costly configuration of commercially available components
of electrical equipment that can be used, consistent with good utility practice and Applicable
Reliability Requirements to make the modifications to the existing transmission system that are
required to maintain system reliability due to: (i) changes in the system, including such changesas
load growth and changes in load pattern, to be addressed in the form of generic generation or
transmission projects; and (ii) proposed interconnections. In the case of proposed interconnection
projects, System Upgrade Facilities are the modification or additions to the existing New York
State Transmission System that are required for the proposed project to connect reliably to the
system in a manner that meets the NYISO Minimum Interconnection Standard.

Tariff - The NYISO’s Open Access Transmission Tariff, as filed with the FERC, and as amended or supplemented from time to time, or any successor tariff.

Trial Operation shall mean the period during which Interconnection Customer is engaged in on-
site test operations and commissioning of the Small Generating Facility prior to Commercial
Operation.

Upgrades - The required additions and modifications to the Connecting Transmission Owner’s portion of the New York State Transmission System or the Distribution System at or beyond the Point of Interconnection. Upgrades may be System Upgrade Facilities or System Deliverability Upgrades Distribution Upgrades. Upgrades do not include Interconnection Facilities.

43

Attachment 2 - Detailed Scope of Work, Including Description and Costs of the Small Generating Facility, Interconnection Facilities, and Metering Equipment

Equipment, including the Small Generating Facility, Interconnection Facilities, and metering equipment shall be itemized and identified as being owned by the Interconnection Customer, or the Connecting Transmission Owner. The Connecting Transmission Owner will provide a best estimate itemized cost, including overheads, of its Interconnection Facilities and metering equipment, and a best estimate itemized cost of the annual operation and maintenance expenses associated with its Interconnection Facilities and metering equipment.

A.PROJECT DESCRIPTION

The generating facility, located at: 1400 Washington Avenue, Albany, NY 12222,

consists of a 1,500kW PV system including 4,783 solar modules and 25 inverters. The Point of Interconnection (POI) and the Point of Change of Ownership (POCO) shall be the point where the existing Interconnecting Transmission Owner 115kV “State Campus - Menands #15” line crosses the fence line of the existing State University of New York at Albany “State Campus Station” located in Albany, NY.

B.INTERCONNECTION CUSTOMER’S INTERCONNECTION

FACILITIES

The Interconnection Customer’s Interconnection Facilities consist of new electrical wire
and conduit to be installed at electric manhole #32, a new load break switch, and all existing
equipment and conductors currently providing power to the existing loads located at the State
University of New York at Albany from the “State Campus Station” from the POCO and POI,
and which will additionally serve to transmit power from the generating facility to the POI, to the
extent that the power is not consumed by load located at the State University of New York at
Albany.

C.CONNECTING TRANSMISSION OWNER’S INTERCONNECTION

FACILITIES

The Connecting Transmission Owner’s Interconnection Facilities (“CTOIFs”) consist of

all existing structures, conductor and facilities owned by the Connecting Transmission Owner

and located at the POI and POCO.

D.SCOPE OF WORK AND RESPONSIBILITIES

1.Interconnection Customer’s Scope of Work and Responsibilities

44

The Interconnection Customer’s Interconnection Facilities shall be designed, constructed, operated, and maintained by the Interconnection Customer in accordance with the following
requirements, to the extent not inconsistent with the terms of this Agreement, the NYISO OATT, or applicable NYISO Procedures: NYISO requirements,, industry standards and specifications, regulatory requirements, the Connecting Transmission Owner’s applicable Electric System
Bulletins (“ESBs”), provided at the following website:

https://www.nationalgridus.com/ProNet/Technical-Resources/Electric-Specifications, the Project
Specific Specifications, and Good Utility Practice. All protection scheme design drawings and
relay settings shall be prepared by the Interconnection Customer’s NYS licensed professional
engineer, and the design and equipment specifications shall be provided to the Connecting
Transmission Owner for review, comment and acceptance, prior to application and testing in
accordance with the ESBs.   Interconnection Customer’s Small Generating Facility is afforded
the exemptions contained in Article 1.8.3.3 of this Agreement and Interconnection Customer
shall make Reasonable Efforts to keep outages of the Small Generating Facility’s governor or
equivalent controls and their impact on droop and deadband capability requirements contained in
Article 1.8.3 to a minimum whenever the Small Generating Facility is operated in parallel with
the New York State Transmission System.

2. Connecting Transmission Owner’s Scope of Work and Responsibilities

No new CTOIFs are planned to support this generator. All CTOIF facilities currently exist. Operation and maintenance costs associated with the Small Generating Facility,
Interconnection Customer Interconnection Facilities, and CTOIFs will be borne by the Party owning such facilities.

E. ESTIMATED COSTS OF INTERCONNECTION FACILITIES

No new facilities are expected to be constructed by the Connecting Transmission Owner. Customer construction document review, site review and witness testing of customer equipment are the only activities required of the Connecting Transmission Owner. This is estimated to be a cost of $0 to the Interconnection Customer and will be reconciled to the actual costs at project completion. A refund or further invoice will be generated based on the actual costs.

45

Attachment 3 - One-line Diagram Depicting the Small Generating Facility,Interconnection Facilities, Metering Equipment, and Upgrades

46

4

Attachment 4 - Milestones

In-Service Date:July 12, 2021

Critical milestones and responsibility as agreed to by the Parties:

Milestone/Date

(1)Building Permit - February 19, 2021

(2)Construction NTP - March 15, 2021

(3)Main Equipment Delivery - May 26, 2021

(4)Connection in Manhole - June 16, 2021

(5)Meter installation - June 18, 2021

(6)Mechanical Completion - June 25, 2021

(7)Energization/utility testing - July 9, 2021

(8)Issue permission to operate - July 12, 2021

(9)   Project closeout/reconciliation: October 12, 2021

48

Responsible Party

Interconnection Customer
Interconnection Customer
Interconnection Customer
Interconnection Customer
Interconnection Customer
Interconnection Customer
Connecting Transmission Owner

Connecting Transmission Owner
Connecting Transmission Owner

Attachment 5 - Additional Operating Requirements for the New York State

Transmission System, the Distribution System and Affected Systems Needed to Support the Interconnection Customer’s Needs

The Connecting Transmission Owner shall also provide requirements that must be met by the Interconnection Customer prior to initiating parallel operation with the New York State
Transmission System or the Distribution System.

(a) The Interconnection Customer must comply with all applicable NYISO tariffs and procedures, as amended from time to time.

(b) To the extent not inconsistent with the terms of this Agreement, the NYISO OATT, or applicable NYISO procedures, Interconnection Customer must comply with Connecting
Transmission Owner’s operating instructions and requirements, which requirements shall include the dedicated data circuits, including system protection circuits, to be maintained by
Interconnection Customer in accordance with Article 1.5 of this Agreement. Interconnection
Customer must also comply with the applicable requirements as set out in the Connecting
Transmission Owner’s ESBs, which have been identified and provided to the Interconnection
Customer as amended from time to time to the extent not inconsistent with the terms of this
Agreement or applicable NYISO tariffs and procedures. Upon the Connecting Transmission
Owner’s notice to the Interconnection Customer of amendments to the ESBs, the Interconnection Customer has 30 days to comply with such amendments.

49

Attachment 6 - Connecting Transmission Owner’s Description of its Upgrades and Best Estimate of Upgrade Costs

The Connecting Transmission Owner shall describe Upgrades and provide an itemized
best estimate of the cost, including overheads, of the Upgrades and annual operation and
maintenance expenses associated with such Upgrades. The Connecting Transmission Owner
shall functionalize Upgrade costs and annual expenses as either transmission or distribution
related.

The cost estimate for System Upgrade Facilities and System Deliverability Upgrades
shall be taken from the ISO OATT Attachment S cost allocation process or applicable
Interconnection Study, as required by Section 32.3.5.3.2 of Attachment Z. The cost estimate for Distribution Upgrades shall include the costs of Distribution Upgrades that are reasonably
allocable to the Interconnection Customer at the time the estimate is made, and the costs of any Distribution Upgrades not yet constructed that were assumed in the Interconnection Studies for the Interconnection Customer but are, at the time of the estimate, an obligation of an entity other than the Interconnection Customer.

The cost estimates for Distribution Upgrades, System Upgrade Facilities, and System Deliverability Upgrades are estimates. The Interconnection Customer is ultimately responsible for the actual cost of the Distribution Upgrades, System Upgrade Facilities, and System
Deliverability Upgrades needed for its Small Generating Facility, as that is determined under Attachments S, X, and Z of the ISO OATT.

A.DISTRIBUTION UPGRADES

None.

B.SYSTEM UPGRADE FACILITIES (“SUF”) - STAND ALONE SUFs

None.

C.SYSTEM UPGRADE FACILITIES - OTHER SUFs

None.

D.COST ESTIMATES RELATED TO DISTRIBUTION UPGRADES AND

SYSTEM UPGRADE FACILITIES

None.

50

Attachment 7 - Insurance Coverage

Interconnection Customer shall, at its own expense, maintain in force throughout the period of this Agreement, the following minimum insurance coverage, with insurers authorized to do business in the State of New York.

Commercial General Liability Insurance including, but not limited to, bodily

injury, property damage, products/completed operations, contractual and personal injury
liability with a combined single limit of $2 million per occurrence, $5 million annual
aggregate.

51

Attachment 8

Initial Synchronization Date

[Date]

New York Independent System Operator, Inc. Attn: Vice President, Operations

10 Krey Boulevard

Rensselaer, NY 12144

Niagara Mohawk Power Corporation d/b/a National Grid Attention: Director, Commercial Services

40 Sylvan Road

Waltham, MA 02541-1120

Re:  Hilltop Solar Project Small Generating Facility

Dear:

On [Date] [Interconnection Customer] initially synchronized the Small Generating Facility [specify units, if applicable].  This letter confirms that [Interconnection Customer]’s Initial Synchronization Date was [specify].

Thank you.

[Signature]

[Interconnection Customer Representative]

52

Attachment 9

Commercial Operation Date

[Date]

New York Independent System Operator, Inc. Attn: Vice President, Operations

10 Krey Boulevard

Rensselaer, NY 12144

Niagara Mohawk Power Corporation d/b/a National Grid Attention: Director, Commercial Services

40 Sylvan Road

Waltham, MA 02541-1120

Re:Hilltop Solar Project Small Generating Facility

Dear __________________:

On [Date] [Interconnection Customer] has completed Trial Operation of Unit No.  ___.  This

letter confirms that [Interconnection Customer] commenced Commercial Operation of the Small Generating Facility [specify units, as applicable], effective as of [Date plus one day].

Thank you.

[Signature]

[Interconnection Customer Representative]

53