Service Agreement No. 2669

COST REIMBURSEMENT AGREEMENT

This COST REIMBURSEMENT AGREEMENT (the “Agreement”), is made and

entered into as of October 20, 2021 (the “Effective Date”), by and between NEW YORK POWER
AUTHORITY, a corporate municipal instrumentality, having an office and place of business at
123 Main Street, White Plain, New York 10601 (the “Customer”) and NIAGARA MOHAWK
POWER CORPORATION, a corporation organized and existing under the laws of the State of
New York, having an office and place of business at 300 Erie Boulevard West, Syracuse, New
York 13202 (the “Company”).  Customer and Company may be referred to hereunder,

individually, as a “Party” or, collectively, as the “Parties”.

WITNESSETH

WHEREAS, as part of its Smart Path project, Customer is planning to rebuild its 86 mile Moses-Adirondack transmission line that runs from Customer’s St. Lawrence-Franklin D. Roosevelt Power Project in Massena, NY to the Adirondack Substation in Croghan, NY (the “Customer Project”); and

WHEREAS, Customer has requested that Company perform certain work, as more specifically described in Exhibit A to this Agreement, to install six in-line switches outside of McAdoo Station located in Canton, New York, to support the Customer Project; and

WHEREAS, Company is willing to perform the Company Work as contemplated in this Agreement, subject to (i) reimbursement by Customer of all Company costs and expenses incurred in connection therewith, (ii) Customer’s performance of all other duties, responsibilities, and obligations set forth in this Agreement, including, without limitation, the Customer Required Actions (as defined below); and (iii) receipt of any and all “Required Approvals”, as set forth in Section 18.1, in a form acceptable to Company;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1.0Certain Definitions

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

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

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

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

“Balance Amount” shall have the meaning set forth in Section 8.1 of this Agreement.
“Breaching Party” shall have the meaning set forth in Section 21.1 of this Agreement.
“CEII” shall have the meaning set forth in Section 25.4 of this Agreement.
“CIP”  shall have the meaning set forth in Section 25.4 of this Agreement.
“Company” shall have the meaning set forth in the preamble to this Agreement.

“Company Reimbursable Costs” means the actual costs and expenses incurred by Company
and/or its Affiliates in connection with performance of the Company Work or otherwise
incurred by Company and/or its Affiliates in connection with the Project or this Agreement,
and including, without limitation, any such costs that may have been incurred by Company
and/or its Affiliates prior to the Effective Date.  These Company Reimbursable Costs shall
include, without limitation, the actual expenses for labor (including, without limitation, internal
labor), services, materials, subcontracts, equipment or other expenses incurred in the execution
of the Company Work or otherwise in connection with the Project, all applicable overhead,
overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes
arising from amounts paid to Company that are deemed to be contributions in aid of
construction), all costs of outside experts, consultants, counsel and contractors, all other third-
party fees and costs, and all costs of obtaining any required permits, rights, consents, releases,
approvals, or authorizations acquired by or on behalf of Company, including, without
limitation, the Required Approvals.

“Company Work” means all duties, responsibilities, and obligations to be performed by Company as contemplated by Section 3.1 of this Agreement.

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

“Customer Prompt Payment Policy” shall mean the Customer’s Prompt Payment Policy contained in Schedule A attached to this Agreement.

“Customer Required Actions” means all duties, responsibilities, and obligations to be performed by Customer as contemplated by Section 3.3 of this Agreement.

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

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“Damages” shall have the meaning set forth in Section 12.1 of this Agreement.

“Day” means a calendar day, provided, that, if an obligation under this Agreement falls due on
a Saturday, Sunday or legal holiday, the obligation shall be due the next business day worked.

“Defect Notice” and “Defect Notice Period” shall have the meanings specified in Section 3.2 of this Agreement.

“Disclosing Party” shall mean the Party disclosing Proprietary Information. “Dollars” and “$” mean United States of America dollars.

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

“Environment” shall mean soil, surface waters, groundwaters, land, stream sediments, surface or subsurface strata, and ambient air.

“Environmental  Law”  shall mean any  environmental or  health-and-safety-related  law, regulation, rule, ordinance, or by-law at the federal, state, or local level, whether existing as of the  Effective  Date,  previously  enforced  or  subsequently  enacted,  or  any  judicial  or administrative interpretation thereof.

“FERC” shall mean the Federal Energy Regulatory Commission.

“FERC Approval Date” shall mean the date as of which FERC grants approval of this Agreement without condition or modification.

“Force Majeure Event” shall have the meaning set forth in Section 23.1 of this Agreement.

“Good Utility Practice” means any of the practices, methods, and acts engaged in or approved
by a significant portion of the electric utility 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 refer to acceptable practices,
methods, or acts generally accepted in the region in which the Project is located during the
relevant time period.  Good Utility Practice shall include, but not be limited to, NERC, NPCC,
NYISO, and NYSRC criteria, rules, guidelines, and standards, where applicable, and as they
may be amended from time to time, including the rules, guidelines, and criteria of any
successor organization to the foregoing entities.

“Hazardous Substances” means any pollutant, contaminant, toxic substance, hazardous
material, hazardous waste, or hazardous substance, or any oil, petroleum, or petroleum product,
as defined in or pursuant to the Federal Clean Water Act, as amended, the Comprehensive

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Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et seq., or any other Environmental Law.

“Indemnified Party” and “Indemnified Parties” shall have the meanings set forth in Section

12.1 of this Agreement.

“Initial Prepayment” shall have the meaning set forth in Section 7.2 of this Agreement. “IRS” shall mean the US Internal Revenue Service.

“Negotiation Period” shall have the meaning set forth in Section 22.1 of this Agreement.

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

“New Facilities” shall have the meaning set forth in Exhibit A to this Agreement.

“Non-Breaching Party” shall have the meaning set forth in Section 21.1 of this Agreement.
“Non-Disclosure Term” shall have the meaning set forth in Section 25.3.4 of this Agreement.

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

“NYISO” shall mean the New York Independent System Operator, Inc. or any successor organization thereto.

“NYPSC” shall mean the New York Public Service Commission.

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

“Party” and “Parties” shall have the meanings set forth in the preamble to this Agreement. “Project” means the Company Work to be performed under this Agreement.

“Project Manager” means the respective representatives of each of the Customer and Company appointed pursuant to Section 10.1 of this Agreement.

“Proprietary Information” means (i) all financial, technical and other non-public or proprietary
information which is furnished or disclosed by the Disclosing Party or its Affiliates (or its or
its Affiliates’ agents, servants, contractors, representatives, or employees) to the Receiving
Party or its Representative(s) in connection with this Agreement and that is described or
identified (at the time of disclosure) as being non-public, confidential or proprietary, or the
non-public or proprietary nature of which is apparent from the context of the disclosure or the

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contents or nature of the information disclosed, (ii) any market sensitive information

(including, without limitation, outages scheduled on generators or transmission lines of Company or any third party), (iii) all CEII and CIP and (iv) all memoranda, notes, reports, files, copies, extracts, inventions, discoveries, improvements or any other thing prepared or derived from any information described in subparts (i) through (iii) preceding.

“Receiving Party” shall mean the Party receiving Proprietary Information.

“Refund Amount” shall have the meaning set forth in Section 8.1 of this Agreement.

“Release” shall mean any releasing, spilling, leaking, contaminating, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping of any Hazardous Substances into the Environment.

“Representatives” shall, for the purposes of Article 25 of this Agreement, mean the Affiliates of a Party and such Party’s and its Affiliates’ officers, directors, employees, contractors, counsel and representatives.

“Required Approvals” shall have the meaning set forth in Section 18.1 of this Agreement. “Resources” shall have the meaning set forth in Section 23.1 of this Agreement.

“Threat of Release” shall mean a substantial likelihood of a Release that requires action to prevent or mitigate damage to the Environment that may result from such Release.

“Total Payments Made” shall have the meaning set forth in Section 8.1 of this Agreement.

“Work” shall mean the Customer Required Actions and/or the Company Work, as applicable.

2.0Term

2.1This Agreement shall become effective as of the Effective Date and shall remain in

full force and effect until performance has been completed hereunder, or until
terminated in accordance with the terms of this Agreement, whichever occurs first,
provided, however, that this Agreement shall not expire or terminate until all
amounts due and owing hereunder have been paid in full as contemplated by this
Agreement.

3.0Scope of Work

3.1The Company’s scope of work is set forth in Exhibit A of this Agreement, attached

hereto  and  incorporated  herein  by  reference(the“Company  Work”).  This

Agreement does not provide for, and the Company Work shall not include, provision of generation interconnection service or transmission service.

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3.2The Company shall use commercially reasonable efforts to perform the Company

Work in accordance with Good Utility Practice.  Prior to the expiration of one (1)
year following completion of the Company Work (“Defect Notice Period”),
Customer shall have the right to notify the Company in writing of the need for
correction of defective Company Work that does not meet the standard of this
Section 3.2 (each, a “Defect Notice”).  If the Company Work is defective within the
meaning of the prior sentence, then, following its receipt, prior to expiration of the
Defect Notice Period, of a Defect Notice with respect thereto, the Company shall
promptly correct, repair or replace such defective Company Work, as appropriate,
provided, that, Company shall not have any obligation to correct, repair or replace
such defective Company Work unless the defect in the Company Work has (or is
reasonably  likely  to  have)  a  material  adverse  impact  on  the  Customer’s
implementation of the Customer Project.  The remedy set forth in this Section is
the sole and exclusive remedy granted or available to Customer for any failure of
Company to meet the performance standards set forth in this Agreement.

3.3 Subject to the terms of this Agreement, Customer shall use reasonable efforts to

perform the actions described in Exhibit B attached to this Agreement (the

“Customer Required Actions”).  All of the Customer Required Actions shall be performed at Customer’s sole cost and expense.

3.4Each Party shall reasonably cooperate and coordinate with the other Party, and with

such other Party’s contractors, subcontractors and representatives, as needed to

facilitate the Company Wor

4.0Changes in the Work

4.1Subject to Section 4.2, below, (a) any requests for material additions, modifications,

or changes to the Work shall be communicated in writing by the Party making the
request, and (b) if the Parties mutually agree to such addition, modification, or
change to the applicable Work, such agreement shall be set forth in a written
document signed by both Parties specifying such addition, modification or change.
Any additional costs arising from such addition, modification or change to the
Work shall be paid by Customer as part of Company Reimbursable Costs.

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4.2The foregoing notwithstanding,  and subject to compliance with the last sentence

of this Section, the Company, without the consent of the Customer, may make any
reasonable change to the Company Work if such change is made in order to comply
with any Applicable Requirement(s),  Good Utility Practice, the  Company’s
applicable standards, specifications, requirements and practices, or to enable
Company’s utility facilities to continue, commence or recommence commercial
operations in accordance with all applicable legal and regulatory requirements and
all applicable codes and standards (each, a “Company Change”). Any additional
costs arising from such Company Change shall be paid by the Customer as part of
Company Reimbursable Costs when invoiced by the Company in accordance with
Section 7.4 of this Agreement.  If Company becomes aware of the need to make a
Company Change that is reasonably expected to have a significant impact on cost
or schedule of the Company Work, Company shall provide Customer with written
notice of such contemplated Company Change, each such notice to be provided in
advance, if possible, but, in any event, as soon as may be reasonably practicable
under the circumstances.

5.0Performance; Conditions to Proceed

5.1The Company shall use commercially reasonable efforts to attempt to have any

Company Work performed by its direct employees performed during normal
working hours.  The foregoing notwithstanding, if Company Work is performed
outside of normal working hours, Customer shall be responsible for paying all
actual costs incurred in connection therewith, including, without limitation,
applicable overtime costs, as part of Company Reimbursable Costs.  For the
avoidance of doubt: in no event shall the Company be obligated or required to
perform Company Work outside of normal working hours if the Company
determines, in its sole discretion, that such performance would be unreasonable,
unsafe or otherwise not in compliance with Good Utility Practice.

5.2Neither Party shall be liable for failure to meet any schedule or milestone in

connection with this Agreement or the Project.

5.3Commencement of Company Work.    Company will proceed with the Company

Work promptly following the later of (i) the FERC Approval Date, or(ii)

Company’s receipt of the Initial Prepayment.

5.4[Reserved]

5.5[Reserved]

5.6Construction Commencement.  Anything in this Agreement to the contrary

notwithstanding, Company shall not be obligated to proceed with any construction in connection with the Company Work unless and until all of the following conditions have been satisfied:

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(i)all Required Approvals for the Company Work  have been received,

are in form and substance satisfactory to the Company, have become
final and non-appealable and commencement of such construction
is permitted under the terms and conditions of such Required
Approvals, and

(ii)all Company Reimbursable Costs invoiced to date have been paid in

full to Company.

6.0[Reserved]

7.0Customer Obligation to Pay Company Reimbursable Costs;  Invoicing; Taxes

7.1Customer shall pay or reimburse Company for all Company Reimbursable Costs

actually incurred by Company and/or its Affiliates.  Any estimates provided under or in connection with this Agreement or the Company Work (including, without limitation, the Initial Prepayment) shall not limit Customer’s obligation to pay Company for all Company Reimbursable Costs actually incurred by Company and/or its Affiliates.  Company will provide Customer with copies of such back-up documentation in Company’s possession supporting Company Reimbursable Costs as may be reasonably requested by Customer, from time to time, provided that Company shall not be obligated to provide any confidential or privileged information as part of such documentation.

7.2 Customer  shall  provide  Company  with  a  prepayment  of $40,000 (“Initial

Prepayment”), such amount representing Company’s current estimate of the
Company Reimbursable Costs to perform the Company Work.  The Company shall
invoice Customer for the Initial Prepayment; Customer shall pay such amount to
Company within five (5) Days of the invoice due date.  Unless it elects to do so in
its sole discretion, Company shall not be obligated to commence any Company
Work under this Agreement prior to Company’s receipt of the Initial Prepayment.

7.3[Reserved]

7.4Company  may invoice Customer, from time to time, for unpaid Company

Reimbursable Costs incurred and/or may elect, in its sole discretion, to continue
performance hereunder after the depletion of any  prepayments  and invoice
Customer at a later date. Except as otherwise expressly provided for in this
Agreement, all invoices shall be due and payable by Customer thirty (30) calendar
days (excluding legal holidays) from the date of Customer’s receipt of invoice, as
provided in subparagraph 4 of paragraph D set forth in the Customer Prompt
Payment Policy. If any payment due to Company under this Agreement is not made
when due, Customer shall pay Company interest on the unpaid amount in
accordance with subparagraphs 5 through 8 of paragraph D set forth in the
Customer Prompt Payment Policy.   In addition to any other rights and remedies
available to Company, if any payment due from Customer under this Agreement is

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not received within five (5) Days after the applicable invoice due date, Company
may suspend any or all Company Work pending receipt of all amounts due from
Customer; any such suspension shall be without recourse or liability to Company.

7.5 If Customer claims exemption from sales tax, Customer agrees to provide Company

with an appropriate, current and valid tax exemption certificate, in form and substance satisfactory to the Company, relieving the Company from any obligation to collect sales taxes from Customer ("Sales Tax Exemption Certificate").  During the term of this Agreement, Customer shall promptly provide the Company with any modifications, revisions or updates to the Sales Tax Exemption Certificate or to Customer's exemption status.  If Customer fails to provide an acceptable Sales Tax Exemption Certificate for a particular transaction, the Company shall add the sales tax to the applicable invoice to be paid by Customer.

7.6[Reserved]

7.7Company’s invoices to Customer for all sums owed under this Agreement shall be

sent to the individual and address specified below, or to such other individual and
address as Customer may designate, from time to time, by written notice to the
Company:

Name:New York Power Authority

Attn: Accounts Payable

Address:123 Main Street

White Plains, New York 10601

Email: AP.Invoices@nypa.gov

7.8All payments made by Customer under this Agreement shall be made in

immediately available funds by the method contemplated in the Customer Prompt

Payment Policy.

8.0Final Payment

8.1Within one hundred and eighty (180) Days following the earlier of (i) the

completion of the Company Work, and (ii) the effective early termination or
cancellation date of this Agreement in accordance with any of the provisions hereof,
the Company shall perform an overall reconciliation of the total of all Company
Reimbursable Costs to the invoiced costs previously paid to Company by Customer
under this Agreement (“Total Payments Made”). If the total of all Company
Reimbursable Costs actually incurred is greater than the Total Payments Made, the
Company shall provide a final invoice to Customer for the balance due to the
Company under this Agreement (the “Balance Amount”).  If the Total Payments
Made is greater than the total of all Company Reimbursable Costs actually incurred,
Company shall reimburse the difference to Customer (“Refund Amount”).  The
Refund Amount or Balance Amount, as applicable, shall be due and payable upon

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final reconciliation but no later than sixty (60) Days after such reconciliation.  Any
portion of the Balance Amount or Refund Amount, as applicable, remaining unpaid
after that time shall be subject to interest as calculated pursuant to subparagraphs 5
through 8 of paragraph D set forth in the Customer Prompt Payment Policy .

9.0[Reserved]

10.0Project Managers; Meetings

10.1Promptly following the Effective Date, each Party shall designate a Project

Manager responsible for coordinating the Party’s Work and shall provide the other
Party with a written notice containing the name and contact information of such
Project Manager (“Project Manager”).  In no event shall any Project Manager be
authorized to amend or modify the provisions of this Agreement.  Each Party may
change its Project Manager, from time to time, by written notice to the other Party.

10.2    Each Party’s Project Manager shall attend Project meetings at times and places
mutually agreed to by the Parties.

11.0Disclaimer of Warranties, Representations and Guarantees

11.1CUSTOMER ACKNOWLEDGES THAT THE COMPANY IS NOT IN THE

BUSINESS    OF    PERFORMING    DESIGN,    ENGINEERING    OR
CONSTRUCTION SERVICES FOR PROFIT AND IS NOT RECEIVING ANY
FEE OR PROFIT (AS CONTRASTED WITH COST REIMBURSEMENT) FOR
ITS   PERFORMANCE   UNDER   OR   IN   CONNECTION   WITH   THIS
AGREEMENT. THE EXCLUSIVE REMEDY GRANTED TO CUSTOMER
FOR   ANY   ALLEGED   FAILURE   OF   COMPANY   TO   MEET   THE
PERFORMANCE STANDARDS OR REQUIREMENTS CONTAINED IN THIS
AGREEMENT IS AS SET FORTH IN SECTION 3.2.  COMPANY MAKES NO
WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION
WITH THIS AGREEMENT, THE NEW FACILITIES, THE PROJECT, OR ANY
COMPANY  WORK,  WHETHER  WRITTEN  OR  ORAL,  STATUTORY,
EXPRESS  OR  IMPLIED,  INCLUDING,  WITHOUT  LIMITATION,  THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY
EXCLUDED AND DISCLAIMED.

11.2 Notwithstanding any other provision of this Agreement, this Article shall survive

the completion, expiration or earlier termination of this Agreement.

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12.0Liability and Indemnification

12.1    To the fullest extent permitted by applicable law (including, without limitation,  the
applicable provisions of any governing federal or state tariff), Customer shall
indemnify and hold harmless, and at Company’s option, defend Company, its
parents and Affiliates and their respective officers, directors, members, managers,
partners,  employees,  servants, agents,  contractors  and  representatives (each,

individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”),
from and against any and all liabilities, damages, losses, costs, expenses (including,
without limitation, any and all reasonable attorneys' fees and disbursements),
causes of action, suits, liens, claims, damages, penalties, obligations, demands or
judgments of any nature, including, without limitation, for death, personal injury
and property damage, for economic damage, and for claims brought by third parties
for  personal  injury,  property  damage  or  other  damages,  incurred  by  any
Indemnified Party, to the extent caused by the negligence, unlawful act or omission,
or intentional misconduct of the Customer, its parents or affiliates, third-party
contractors, or their respective officers, directors, servants, agents, representatives,
and employees, arising out of or in connection with this Agreement, the Project, or
any Work (collectively, “Damages”), except to the extent such Damages are caused
by the negligence, intentional misconduct or unlawful act of the Indemnified Party
as determined by a court of competent final jurisdiction.

12.2 Without limiting the foregoing, Customer shall defend, indemnify and save

harmless Company, its parents and Affiliates and their respective officers, directors, members, managers, partners, employees servants, agents, contractors, and representatives, from and against any and all liabilities, losses, costs, counsel fees, expenses, damages, judgments, decrees and appeals resulting from any charge or encumbrance in the nature of a laborer’s, mechanic’s or materialman’s lien asserted  by  any  of  Customer’s  contractors,  subcontractors  or  suppliers  in connection with any Work, the Project or the Customer Project.

12.3 Without limiting the foregoing, Customer shall protect, indemnify and hold harmless

the Company and its Affiliates from and against the cost consequences of any tax liability imposed against or on Company and/or its Affiliates (including, without limitation, the costs consequences of any tax liabilities resulting from a change in applicable law or from an audit determination by the IRS) as the result of or attributable to payments, and/or real or personal property transfers, made in connection with this Agreement, as well as any related interest and penalties, other than interest and penalties attributable to any delay directly caused by Company or the applicable Company Affiliate.

12.4 To the fullest extent permitted by applicable law, the Company’s total cumulative

liability for all claims of any kind, whether based upon contract, tort (including negligence and strict liability), or otherwise, for any loss, injury, or damage connected with, or resulting from, this Agreement, the Project or the Work, shall not exceed the aggregate amount of all payments actually paid to Company by Customer as Company Reimbursable Costs under this Agreement.

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12.5     Subject to the obligations set forth in Sections 12.1 through 12.3, neither Party shall
be liable to the other Party for consequential, indirect, special, incidental, multiple,
or punitive damages (including, without limitation, attorneys’ fees or litigation
costs) in connection with or related to this Agreement, including, without
limitation, damage claims based on causes of action for breach of contract, tort
(including negligence), or any other theory of recovery, whether or not (i) such
damages were reasonably foreseeable or (ii) the Parties were advised or aware that
such damages might be incurred.

12.6 Subject to the obligations set forth in Sections 12.1 through 12.3, neither Party shall

be liable to the other Party for claims or damages in connection with or related to this Agreement for lost profits, delays, loss of use, business interruption, or claims of customers, whether such claims are categorized as direct or consequential damages, or whatever the theory of recovery, and whether or not (i) such damages were reasonably foreseeable or (ii) the Parties were advised or aware that such damages might be incurred.

12.7 Anything in this Agreement to the contrary notwithstanding, neither Party shall be

responsible for any failure or inability to perform hereunder to the extent such failure or inability is caused by the acts or omissions of the other Party (including any contractor of such Party or any person or entity for whom such Party is legally responsible) or of any third party (other than a subcontractor of the Party that is unable or failing to perform hereunder).

For the avoidance of doubt:  Company shall have no responsibility or liability under
this Agreement for any delay in performance or nonperformance to the extent such
delay in performance or nonperformance is caused by or as a result of (a) the
inability or failure of Customer or its contractors to cooperate or to perform any
tasks or responsibilities contemplated to be performed or undertaken by Customer
under this Agreement (including, without limitation, the Customer Required
Actions), (b) any unforeseen conditions or occurrences beyond the reasonable
control of Company (including, without limitation, conditions of or at the site(s)
where Work is or will be performed, delays in shipments of materials and
equipment and the unavailability of materials), (c) the inability or failure of
Customer and Company to reach agreement on any matter requiring their mutual
agreement under the terms of this Agreement, (d) any valid order or ruling by any
governmental agency or authority having jurisdiction over the subject matter of this
Agreement, or (e) suspension of Work during peak demand periods or such other
times as may be reasonably required to minimize or avoid risks to utility system
reliability in accordance with Good Utility Practice.

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12.8Anything in this Agreement to the contrary notwithstanding, if any Party’s liability

in connection with this Agreement is limited or capped pursuant to any applicable law, statute, rule or regulation, then the other Party hereto shall be entitled to elect an identical liability limitation and/or cap as if such law, statute, rule or regulation were applicable to such Party.  The obligations under this Article shall not be limited in any way by any limitation on Customer’s insurance.

12.9    Notwithstanding any other provision of this Agreement, this Article shall survive
the completion, expiration or earlier termination of this Agreement.

13.0Insurance; Employee and Contractor Claims

13.1Prior to the commencement of any Work and during the term of the Agreement,

each Party, at its own cost and expense, shall procure and maintain insurance in
form and amounts set forth in Exhibit C of this Agreement.  Either Party may elect
to self-insure to the extent authorized or licensed to do so under the applicable laws
of the State of New York, provided, that, the electing Party provides written notice
of any such election to the other Party.  Company hereby notifies Authority that it
is a qualified self-insurer under the applicable laws of the State of New York and
that it elects to self-insure to satisfy its obligations under this Article.  The Customer
hereby notifies the Company that it is a qualified self-insurer under the applicable
laws of the State of New York and that it elects to self-insure to satisfy its
obligations under this Article.  Each Party shall be separately responsible for
insuring its own property and operations.

13.2 Anything in this Agreement to the contrary notwithstanding, each Party shall be

solely responsible for the claims of its respective employees and contractors against
such Party and shall release, defend, and indemnify the other Party, its Affiliates,
and their respective officers, directors, employees, and representatives, from and
against such claims. Notwithstanding any other provision of this Agreement, this
Section shall survive the completion, expiration or earlier termination of this
Agreement.

13.3 Unless the Customer elects to self-insure in accordance with Section 13.1 hereof,

the Customer shall have its insurer furnish to the Company certificates of insurance,
on forms approved by the Insurance Commissioner of the State of New York,
evidencing the insurance coverage required by this Article, such certificates to be
provided prior to the commencement of any Work under this Agreement.

14.0Assignment and Subcontracting

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14.1The Company may assign this Agreement, or any part thereof, to any of its

Affiliates provided such assignee Affiliate agrees in writing to be bound by the
terms and conditions of this Agreement.   Each Party has the right to subcontract
some or all of the work to be performed by such Party under the terms of this
Agreement.  Each Party may also use the services of its Affiliates in connection
with its performance under this Agreement.  Customer agrees that the costs and
expenses of such Affiliates or contractors charged to or incurred by Company shall
be paid by Customer as part of the Company Reimbursable Costs.

15.0Independent Contractor; No Partnership; No Agency; No Utility Services

15.1Company and Customer shall be independent contractors.  This Agreement shall

not be interpreted or construed to create an association, joint venture, agency
relationship, or partnership between the Parties or to impose any partnership
obligation or partnership liability upon any Party.  No Party shall have any right,
power or authority to enter into any agreement or undertaking for, or act on behalf
of, or to act as or be an agent or representative of, or to otherwise bind, the other
Party.  This Agreement is not an agreement to provide or take utility services of
any  kind,  including,  without  limitation,  interconnection  or  other  electric
transmission services.

16.0[Reserved]

17.0Safety

17.1Each Party shall be solely responsible for the safety and supervision of its own

employees, representatives and contractors involved with its Work or any other
activities contemplated by this Agreement.  In connection with the performance
contemplated  by  this  Agreement,  each  Party  shall,  and  shall  require  its
representatives, contractors, and employees to, comply with all applicable Federal,
state and local health and safety requirements, rules, regulations, laws and
ordinances, including without limitation, the safety regulations adopted under the
Occupational Safety and Health Act of 1970 (“OSHA”), as amended from time to
time.    While performing the Company Work, Company shall at all times abide by
Company’s safety standards and policies and Company’s switching and tagging
rules.  During the term of this Agreement, the Party owning or controlling the
applicable property or facilities shall have the authority to suspend the other Party’s
access, work or operations in and around such property or facilities in connection
with any performance under this Agreement if, in its sole judgment, at any time
hazardous conditions arise or any unsafe practices are being followed by the other
Party’s employees, agents, representatives or contractors in connection with any
such performance.

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18.0Required Approvals

18.1Subject to Section 23.3 of this Agreement, the obligations of each Party to perform

its respective Work under this Agreement are expressly contingent upon (i) each
Party  receiving  all  licenses,  permits,  permissions,  certificates,  approvals,
authorizations, consents, franchises and releases from any local, state, or federal
regulatory agency or other governmental agency or authority (which shall include
the FERC and may also include, without limitation and as applicable, the NYPSC)
and from any other third party that may be required for such Party in connection
with the performance of such Party’s obligations under or in connection with this
Agreement (the “Required Approvals”), (ii) each Required Approval being granted
without the imposition of any modification or condition of the terms of this
Agreement or the subject transactions, unless such modification(s) or condition(s)
are agreed to by both Parties in their respective sole discretion, and (iii) all
applicable appeal periods with respect to the Required Approvals having expired
without any appeal having been made or, if such an appeal has been made, a full,
final and non-appealable determination having been made regarding same by a
court or other administrative body of competent jurisdiction, which determination
disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both
Parties in their respective sole discretion.

18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in

connection with seeking any Required Approval and is denied, or is granted in a
form, or subject to conditions, that either Party rejects, in its sole discretion, as
unacceptable, this Agreement shall terminate as of the date that a Party notifies the
other Party of such denial or rejection, in which event the obligations of the Parties
under this Agreement shall cease as of such date and this Agreement shall
terminate, subject to Customer’s obligation to pay Company in accordance with the
terms of this Agreement (including, without limitation, Sections 21.3 and 21.4
hereof) for all Company Reimbursable Costs.  For the avoidance of doubt:  all of
the Company’s actual costs in connection with seeking any Required Approvals
shall also be included within the meaning of the term Company Reimbursable Costs
and shall be paid for by Customer.

19.0 Environmental Protection; Hazardous Substances or Conditions

19.1    The Company shall in no event be liable to Customer, its Affiliates or contractors,
their respective officers, directors, employees, agents, servants, or representatives,
or any third party with respect to, or in connection with, the presence of any
Hazardous Substances which may be present at or on any Customer or third party
owned, occupied, used, or operated property or facility (including, without

limitation, easements, rights-of-way, or other third-party property) or which the
Company,  its  Affiliates  or  contractors,  their  respective  officers,  directors,
employees, agents, servants, or representatives may discover, release, or generate
at or on such properties or facilities through no negligent or unlawful act of the
Company, and Company hereby disclaims any and all such liability to the fullest

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extent allowed by applicable law.

Customer agrees to hold harmless, defend, and indemnify the Company, its
Affiliates and contractors, and their respective directors, members, managers,
partners, officers, agents, servants, employees and representatives from and against
any and all claims and/or liability in connection with, relating to, or arising out of

(i) the presence, discovery, release, threat of release or generation of Hazardous
Substances at or on any Customer- or third party- owned, occupied, used, or
operated property or facility (including, without limitation, easements, rights-of-
way, or other third-party property), or (ii) the breach of any Federal, state, or local
laws,  rules,  regulations,  codes,  or  ordinances  relating  to  the  environment
(including, without  limitation,  the  Comprehensive  Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. §§ 9601 et seq., the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 et seq.)
in connection with this Agreement, the Project and/or the Customer Project, except
to the extent such presence, discovery, release, threat of release, generation or
breach is or are directly and solely caused by the negligent or unlawful act of the
Company or of any person or entity for whom the Company is legally responsible.
The obligations under this Section shall not be limited in any way by any limitation
on Customer’s insurance or by any limitation of liability or disclaimer provisions
contained in this Agreement.  The provisions of this Section shall survive the
completion, expiration or earlier termination of this Agreement.

19.2 Customer shall promptly inform the Company, in writing, of any Hazardous

Substances,  or  unsafe,  dangerous,  or  potentially  dangerous,  conditions  or structures, whether above-ground or underground, that are present on, under, over, or in any Customer- owned, occupied, used, controlled, managed or operated facilities or property (including, without limitation, easements, rights-of-way, or other third-party property) to be used or accessed in connection with the Company Work or this Agreement.

20.0[Reserved]

21.0Right to Terminate Agreement

21.1If either Party (the “Breaching Party”) (a) fails to pay any amount when due under

the terms of this Agreement or fails to comply with or perform, in any material
respect, any of the other terms or conditions of this Agreement;  (b) sells or transfers
all or substantially all of its assets; (c) enters into any voluntary or involuntary
bankruptcy proceeding or receivership; or (d) makes a general assignment for the
benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have
the right, without prejudice to any other right or remedy and after giving five (5)
Days’ written prior notice to the Breaching Party and a reasonable opportunity for
cure (not to exceed thirty (30) Days in the case of a failure to pay amounts when
due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this

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Agreement, provided that, in the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement.  Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein).

21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be

terminated upon prior written notice (i) by Company in the event that Company
Work under this Agreement is suspended or delayed for a period exceeding sixty

(60) consecutive days as the result of any continuing dispute between the Parties,
or (ii) under the circumstances contemplated by, and in accordance with, Section

18.2 of this Agreement.

21.3 In the event of any early termination or cancellation of the Company Work or this

Agreement as contemplated by any provision of this Agreement, each Party shall
discontinue its performance hereunder to the extent feasible and make every
reasonable effort to procure cancellation of existing commitments, orders and
contracts relating to its Work upon terms that are reasonably expected to minimize
all associated costs, provided, however, that nothing herein will restrict Company’s
ability to complete aspects of the Company Work that Company must reasonably
complete in order to return its facilities and its property to a configuration in
compliance with Good Utility Practice and all Applicable Requirements and to
enable such facilities to   continue, commence or recommence commercial
operations.

21.4 In the event of any early termination or cancellation of the Company Work or this

Agreement as contemplated by any provision of this Agreement, Customer shall also pay Company for:

(i) all Company Reimbursable Costs for Company Work performed on or before the effective date of termination or cancellation;

(ii) all other Company Reimbursable Costs incurred by Company and/or its
Affiliates in connection with the Company Work prior to the effective date of
termination or cancellation,  including, without limitation, for materials,
equipment, tools, construction equipment and machinery, engineering and
other items, materials, assets or services which cannot reasonably be avoided,
mitigated or cancelled;

(iii)   all Company Reimbursable Costs incurred to unwind Company Work
that was performed prior to the effective date of termination or cancellation to
the  extent  reasonably  necessary  to  return  Company’s  facilities  to  a

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configuration in compliance with Good Utility Practice and all Applicable Requirements;

(iv)   all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and

(v)    all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

22.0Dispute Resolution

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

23.0Force Majeure

23.1A “Force Majeure Event” shall include fire, flood, windstorm, adverse weather

conditions, emergencies, explosion, terrorism, riot, war, sabotage, pandemics
epidemics, infectious disease outbreaks or other public health emergencies, crises
or restrictions, including, without limitation, quarantines or other related employee
or contractor restrictions, acts of God, strikes or labor slow-downs, court injunction
or order, federal and/or state law or regulation, delays by governmental authorities
in approving regulatory, license and/or permit requests necessary in connection
with the Company Work or the Customer Required Actions, order by any federal
or state regulatory agency, or other causes, conditions or circumstances beyond the
affected Party’s reasonable control.  Without limiting the foregoing, a “Force
Majeure Event” shall also include unavailability of personnel, equipment, supplies,
or other resources (“Resources”) due to diversion of such Resources for other
utility-related duties in connection with an emergency or other similar contingency,
including, without limitation, storms or other adverse weather conditions.

If a Force Majeure Event should occur and impair the ability of either or both
Parties to perform its, or their, respective, obligations hereunder, then, to the extent
affected by such Force Majeure Event, the performance of this Agreement, with the

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exception of payment obligations, shall be suspended for the duration of such Force
Majeure Event.  At the conclusion of a Force Majeure Event, the price and time for
performance under this Agreement shall be adjusted as reasonably necessary to
overcome the effect of the delay occasioned by such Force Majeure Event.  The
foregoing notwithstanding and with the exception of payment obligations, if, as the
direct or indirect result of any Force Majeure Event, the Parties’ continued
performance hereunder becomes irreparably impaired or prevented, the Parties may
mutually   agree   to   terminate   this   Agreement;   provided,   however,   that,
notwithstanding any such termination, Customer shall pay the Company all of the
Company Reimbursable Costs in accordance with Sections 21.3 and 21.4 of this
Agreement.

23.2 Within thirty (30) Days after the cessation of any delay occasioned by a Force

Majeure Event, the affected Party shall give written notice to the other Party specifying the estimated impact of the delay.

23.3 For the avoidance of doubt:  to the extent any Party has a payment obligation

pursuant to the terms of this Agreement, such payment obligation shall not be subject to or conditioned upon such Party receiving funding or reimbursement from any third party (and any failure to secure such funding or reimbursement shall not constitute a Force Majeure Event), nor shall any such obligation be conditioned upon the other Party executing any certificates or other instruments not expressly and specifically required by the terms of this Agreement.

24.0Compliance with Law

24.1Each Party shall comply, at all times, with all Applicable Requirements in

connection with this Agreement and performance of its Work hereunder. Such
compliance shall include, among other things, compliance with all applicable wage
and hour laws and regulations and all other laws and regulations dealing with or
relating to the employment of persons, and the payment of contributions, premiums,
and taxes required by such laws and regulations.  For the avoidance of doubt:
neither Party shall be required to undertake or complete any action or performance
under this Agreement that is inconsistent with such Party’s standard safety
practices, its material and equipment specifications, its design criteria and
construction procedures, its labor agreements, Good Utility Practice and/or any
Applicable Requirement(s).

25.0Proprietary and Confidential Information

25.1Each Party acknowledges that, in the course of the performance of this Agreement,

it may have access to Proprietary Information of the other Party.

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25.2GENERAL RESTRICTIONS. Upon receiving Proprietary Information, the Receiving

Party) and its Representative shall keep in strict confidence and not disclose to any
person (with the exception of the Representatives of the Receiving Party, to the
extent each such Representative has a need to know in connection herewith and
agrees to comply with the terms of this Article) any of the Disclosing Party’s
Proprietary Information except as otherwise provided by the terms and conditions
of this Agreement.  The Receiving Party and its Representatives shall not use such
Proprietary Information except for the purposes identified herein without the prior
written approval of the Disclosing Party.  The Receiving Party shall be solely liable
for any breach of this Article to the extent caused by its Representatives.  Customer
agrees that any Proprietary Information will be used solely for the Project or the
Customer Project and will not be used, either directly or indirectly, for the
Customer's financial gain and/or commercial advantage or in violation of any
applicable laws, rules or regulations.

25.3 EXCEPTIONS. Subject to Section 25.4 hereof, the Receiving Party shall not be

precluded from, nor liable for, disclosure or use of Proprietary Information that:

25.3.1is in or enters the public domain, other than by a breach of this

Article; or

25.3.2 is known to the Receiving Party or its Representatives at the time

of first disclosure hereunder, or thereafter becomes known to the Receiving  Party  or  its  Representatives  subsequent  to  such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or

25.3.3 is  developed  by  the  Receiving  Party  or  its Representatives

independently  of  any  disclosure  under  this  Agreement,  as evidenced by written records; or

25.3.4 is disclosed more than three (3) years after first receipt of the

disclosed Proprietary Information, or three (3) years after the

completion,   termination   or   expiration   of   this   Agreement, whichever occurs later (the “Non-Disclosure Term”); or

25.3.5 is disclosed following receipt of the Disclosing Party’s written

consent to the disclosure of such Proprietary Information; or

25.3.6 is necessary to be disclosed, in the reasonable belief of the

Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances.

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Anything in this Article or this Agreement to the contrary notwithstanding, the
Receiving Party or its Representative(s) may disclose Proprietary Information of
the other Party to the extent the Receiving Party or its Representative(s) is required
to do so by law, by a court, or by other governmental or regulatory authorities;
provided, however, that, if permitted to do so by applicable law, the Receiving Party
shall give the Disclosing Party written notice of any such required disclosure prior
to such disclosure being made so that the Disclosing Party may seek a protective
order with respect to such Proprietary Information.  Receiving Party will reasonably
cooperate with the Disclosing Party’s efforts to obtain such protective order.

25.4 Each Party acknowledges that information and/or data disclosed under this

Agreement may include information or data that the Disclosing Party deems or
determines to be “Critical Energy / Electric Infrastructure Information” consistent
with applicable FERC rules and policies (“CEII”) and critical infrastructure

protection information consistent with applicable NERC standards and procedures
(“CIP”).  Receiving Party shall, and shall cause its Representatives to, strictly
comply with any and all laws, rules and regulations (including, without limitation,
FERC and NERC regulations, rules, orders, standards, procedures and policies)
applicable to any such CEII and/or CIP disclosed by or on behalf of Disclosing
Party or that relates to any of Disclosing Party’s or Disclosing Party’s Affiliates’
facilities.

Neither the Receiving Party nor its Representatives shall divulge any such CEII or
CIP to any person or entity, directly or indirectly, unless permitted to do so by law
and unless the Receiving Party has first obtained, in each case, the express specific
written consent of the Disclosing Party and any affected Affiliate of the Disclosing
Party.  In any event, to the extent that the Receiving Party or any of its
Representatives seeks or is ordered to submit any such CEII or CIP to FERC, a state
regulatory agency, court or other governmental body, the Receiving Party shall, in
addition to obtaining the Disclosing Party’s and its Affiliate’s prior written consent
(as applicable), seek a protective order or other procedural protections to ensure
that such information is accorded CEII or CIP status, as applicable, and is otherwise
treated as confidential.

In the case of any Proprietary Information that is CEII or CIP, Receiving Party’s
obligations and duties under this Article shall survive until (i) the expiration of the
Non-Disclosure Term, (ii) the date on which such CEII or CIP, as applicable, is no
longer required to be kept confidential under applicable law, or (iii) the date as of
which the Disclosing Party provides written notice to the Receiving Party that such
CEII or CIP, as applicable, is no longer required to be kept confidential, whichever
is later.  With respect to CEII and CIP, in the event of any conflict or inconsistency
between this Section and any other term or provision of this Agreement, this
Section shall govern in connection with such CEII and CIP, as applicable.

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25.5Notwithstanding any provision of this Agreement to the contrary, all assets,

equipment and facilities procured or constructed by or on behalf of Company, and all plans, designs, specifications, drawings and other materials and documents created or prepared by or for Company, in connection with the Work, and all title, copyright, intellectual property and other rights therein, shall be and remain the sole property of Company.

25.6This Article shall survive any completion, expiration or earlier termination of this

Agreement.

26.0Effect of Applicable Requirements; Governing Law

26.1If and to the extent a Party is required to take, or is prevented or limited in taking,

any action or performance with respect to this Agreement by any Applicable Requirement(s), such Party shall not be deemed to be in breach of this Agreement as a result of such compliance with the Applicable Requirement(s).

26.2 This Agreement is made and shall be interpreted, construed, governed, and

enforced in accordance with the laws of the State of New York, without reference to such State’s conflict-of-laws doctrine, and applicable Federal law.  The Company and Customer agree to submit to the personal jurisdiction of the courts in the State of New York, or the Federal District courts in such State, as permitted by law, with respect to any matter or dispute arising out of this Agreement.

27.0Miscellaneous

27.1NOTICES; FORM AND ADDRESS.  All notices, invoices and other communications

from either Party to the other hereunder shall be in writing and shall be deemed
received (i) upon actual receipt when personally delivered (provided, that, if the
date of receipt is not a Day, then the date of receipt shall deemed to be the
immediately succeeding Day), (ii) upon acknowledgment of receipt if sent by
facsimile (provided, that, if the date of acknowledgement is not a Day, then the date
of receipt shall deemed to be the immediately succeeding Day), (iii) upon the
expiration of the third (3rd) Day after being deposited in the United States mails,
postage prepaid, certified or registered mail, or (iv) upon the expiration of one (1)
Day after being deposited during the regular business hours for next-day delivery
and prepaid for overnight delivery with a national overnight courier, addressed to
the other Party at the following address:

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To Customer:New York Power Authority

Attn: Alyson Berry
123 Main Street

White Plains, New York 10601 Phone: (914) 539-5574

Email: Alyson.Berry@nypa.gov

To Company:Kevin Reardon

Director, Commercial Services

40 Sylvan Road

Waltham, MA 02451
Phone:  (781) 907-2411

Email: kevin.reardon@nationalgrid.com

Either Party may change its address by giving the other Party notice thereof in conformity with this Section.  Any payments made under this Agreement, if made by mail, shall be deemed to have been made on the date of receipt thereof.

27.2 EXERCISE OF RIGHT.  No failure or delay on the part of either Party in exercising

any right, power, or privilege hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

27.3 HEADINGS; CONSTRUCTION.  The descriptive headings of the several Articles,

sections, and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.  Such headings shall not in any way define or affect the meaning, construction, or scope of any of the provisions hereof. Each Party and its counsel have participated fully in the review and preparation of this Agreement; this Agreement shall be considered to have been drafted by both Parties.  Any rule of construction to the effect that ambiguities or inconsistencies are to be resolved against the drafting party shall not apply in interpreting this Agreement.  The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either Party.

27.4 INCORPORATION OF SCHEDULES AND EXHIBITS.  The schedules, attachments and

exhibits referenced in and attached to this Agreement shall be deemed an integral
part hereof to the same extent as if written in whole herein.  In the event that any
inconsistency or conflict exists between the provisions of this Agreement and any
schedules, attachments or exhibits attached hereto, the provisions of this Agreement
shall supersede the provisions of any such schedules, attachments or exhibits.

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27.5PRIOR AGREEMENTS; MODIFICATIONS.    This Agreement and  the schedules,

attachments and exhibits attached hereto constitute the entire agreement between
the Parties with respect to the subject matter hereof, and supersede all previous
understandings, commitments, or representations concerning such subject matter.
Each Party acknowledges that the other Party has not made any representations
other than those that are expressly contained herein, if any.  This Agreement may
not be amended or modified in any way, and none of its provisions may be waived,
except by a writing signed by an authorized representative of the Party against
whom the amendment, modification, or waiver is sought to be enforced. The Project
Managers shall not be authorized representatives within the meaning of this
Section.

27.6 SEVERABILITY.  Whenever possible, each provision of this Agreement shall be

interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by, or determined to be invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

27.7 NOUNS AND PRONOUNS.  Whenever the context may require, any pronouns used in

this Agreement shall include the corresponding masculine, feminine, or neuter
forms, and the singular forms of nouns and pronouns shall include the plural, and
vice versa.

27.8     NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement is intended to confer
on any person, other than the Parties, any rights or remedies under or by reason of
this Agreement.

27.9 VALIDITY.  Each Party hereby represents that the provisions of this Agreement

constitute valid and legally binding obligations of such Party and are enforceable in accordance with their terms.

27.10  COUNTERPARTS.  This Agreement may be executed in multiple counterparts, each
of which shall be considered an original.  The exchange of copies of this Agreement
and of signature pages by facsimile or other electronic transmission (including,
without limitation, by e-mailed PDF) shall constitute effective execution and
delivery of this Agreement as to the Parties and may be used in lieu of the original
Agreement for all purposes.  Signatures of the Parties transmitted by facsimile or
other electronic means (including, without limitation, by e-mailed PDF) shall be
deemed to be their original signatures for all purposes.

[Signatures are on following page.]

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IN WITNESS WHEREOF, each Party has executed this Agreement by its duly authorized representative as of the Effective Date.

NEW YORK POWER AUTHORITY

NIAGARA MOHAWK POWER CORPORATION

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LIST OF ATTACHMENTS, SCHEDULES AND EXHIBITS

Exhibit AScope of Company Work

Exhibit BCustomer Required Actions

Exhibit CInsurance Requirements

Schedule ACustomer Prompt Payment Policy

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Exhibit A: Scope of Company Work

The Company Work shall consist of the following:

1. Design, engineer, procure, and, subject to Section 5.6 of this Agreement, construct, test

and place into service six (6) new in-line switches outside of Company’s McAdoo Station in Canton, New York (the “New Facilities”), and make any related modifications to existing Company-owned and/or operated facilities as needed to accommodate installation of such new switches.

2. Prepare, file for, and use reasonable efforts to obtain any Required Approvals that must be

obtained by Company to enable it to perform the work contemplated by this Exhibit.

3. Inspect, review, witness, examine and test, from time to time, Company’s work

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

4. Review, from time to time, permitting, licensing and other materials relating to the work

contemplated herein, including, without limitations, all documents and materials related to any Required Approvals.

5.Retain and use outside experts, counsel, consultants, and contractors in furtherance of the

work contemplated herein.

6. Perform any other reasonable tasks necessary or advisable in connection with the work

contemplated by this Exhibit (including, without limitation, any changes thereto).

The Company Work may be performed in any order as determined by the Company.  For the
avoidance of doubt:  the Company shall not have any responsibility for seeking or acquiring any
real property rights in connection with the Company Work, the Customer Project, the Project or
this Agreement  including,  without limitation, licenses, consents, permissions, certificates,
approvals, or authorizations, or fee, easement or right of way interests.  Neither this Agreement
nor the Company Work include granting, securing or arranging for Customer or any third party to
have access rights in, through, over or under any real property owned or controlled by the
Company;  any such access rights would be the subject of separate written agreements.

NOTE:  Company’s specifications for electrical requirements referenced for this Agreement include: ESB-750; ESB-752; ESB-755 and ESB-756, Appendix A as such may be amended, modified and superseded from time to time.

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Exhibit B: Customer Required Actions

The Customer Required Actions shall consist of the following:

1. Customer shall prepare, file for, and use commercially reasonable efforts to obtain all Required
Approvals necessary to perform its obligations under this Agreement.

2. If and to the extent applicable or under the control of the Customer, provide complete and
accurate information regarding the Customer Project and all applicable data, drawings and
specifications.

3. Other responsibilities and access deemed necessary by Company to facilitate performance of
the Company Work.

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Exhibit C:  Insurance Requirements

1. Workers Compensation and Employers Liability Insurance as imposed by Workers’

Compensation/Occupational Disease Laws, including Employer’s Liability Insurance with a

minimum limit of $1,000,000. When applicable, coverage shall include The United States

Longshoreman's and Harbor Workers' Compensation Act (44 U.S.Stat 1424) and the Jones Act (41 U.S. Stat 988). Under Sections 57 & 220 Subd. 8 of the New York State Workers’ Compensation Law, it is required that Contractors doing business with a Municipal or State entity evidence proof of workers’ compensation coverage on approved forms, as listed below:

•   If coverage is with a private insurance carrier, the entity must provide evidence of

coverage on a completed C105.2 form. The C105.2 form is supplied and completed by the insurance carrier or its authorized agent.

•   If coverage is with the State Insurance Fund, the entity must provide a completed U-26.3
form provided by the Fund.

•   If the business entity has been approved by the Workers’ Compensation Board's Office of
Self Insurance as a qualified self-insurer, a completed SI-12 form is required. The SI-12
form is provided by the Board's Office of Self Insurance.

•   Or Form CE-200, Certificate of Attestation of Exemption, if the business is not required
to carry NYS specific workers’ compensation insurance.

1. Commercial General Liability (Including Contractual Liability and Products/Completed Operations),

covering all activities and operations to be performed under this Agreement and where applicable include coverage for damage caused by any explosion, underground, or collapse, with the following minimum limits of $1,000,000 per occurrence.

2. Automobile Liability, covering all owned, non-owned and hired vehicles used in connection with all

operations, work, or services to be performed by or on behalf of either Party under or in connection with this Agreement with a minimum limit of $1,000,000 per occurrence.

3. Umbrella or Excess Liability, coverage written on a follow form basis or at least as broad in coverage

as all underlying policies and “drop down” for defense and indemnity in the event of the exhaustion of the underlying insurance, with a minimum limit of $4,000,000.

4.Any combination of Commercial General Liability and Umbrella or Excess Liability can be used to

satisfy the limit requirement for these coverages.

5.If the work requires professional services, such as, but not limited to, architectural, engineering, and

surveying, a standard professional liability insurance policy with a minimum limit of $3,000,000.

6.If the work requires the use of scaffolding, derrick or a crane, Riggers Liability Insurance is required

with a minimum limit of $5,000,000 per occurrence.

7. If the work requires the use of an aircraft, Aircraft Liability Insurance with a minimum limit of

$5,000,000 per occurrence. The Company and its stakeholders must be named as additional insureds on this policy.

Cost Reimbursement Agreement - NYPA/NMPC
August 2021

8.   If the work requires the use of an unmanned aircraft systems (UAS), UAS Liability Insurance
with a limit of $1,000,000 required.

9.   If the work poses an environmental risk, known or suspected, Pollution Liability with a minimum
limit of $5,000,000 per claim is required.

10. Customer shall include the Company as an additional insured to the policies and waiver of

subrogation endorsement for all coverages except Workers’ Compensation and Employers

Liability Insurance in order to provide the Company with protection from liability arising out of activities of Customer relating to the Project and associated Work.

11. At the execution of this Agreement and on an annual basis during the term of this Agreement and
any extended period, insurance must be maintained, the Customer will deliver to the Company
current and completed Certificates of Insurance in addition to the aforementioned forms required
for all coverage required herein.

12. Care, Custody and Control:  All of the Company’s material and/or equipment while in the care
custody and control of the Customer must be insured through the Customer's property insurance
policy for full replacement cost value; or the Customer may have the "care, custody and control"
exclusion removed from their Commercial General Liability Policy.

13. In lieu of obtaining the insurance policies, the Customer may, as its option and with the

Company’s approval, which shall not be unreasonably withheld, elect to self-insure against risk of loss. The decision to self-insure will not relieve the Customer of any of the obligation imposed herein and will afford the Company the protection against loss and rights it would have received if Customer has obtained such policies of insurance.

Contractors: In the event either party uses Contractor(s) in connection with this Agreement, it is

expressly agreed that said party shall have the sole responsibility to make certain that all Contractor(s) are in compliance with these insurance requirements and that Contractor(s) remain in compliance
throughout the course of this Agreement, and thereafter as required. Said party shall remain liable for the performance of the Contractor(s), and such sub-contract relationship shall not relieve either party of its obligations under this Agreement.

1.   Upon request, either Party shall promptly provide the requesting Party with either evidence of

insurance or certificates of insurance evidencing the insurance coverage per Section 13. Insurance: Employee and Contractor Claims. Customer shall provide such certificates or evidence of
insurance to Company at the following address:

To: National Grid c/o Niagara Mohawk Power Corporation

Attention: Director, Commercial Services

FERC Jurisdiction

40 Sylvan Road, Waltham, MA 02451

Company shall provide such certificates or evidence of insurance to Customer at the following
address:

Cost Reimbursement Agreement - NYPA/NMPC
August 2021

To:New York Power Authority

Attention: Insurance / 17B 123 Main Street

White Plains, NY 10601

2.   Should any of the above-described policies be cancelled before the expiration date thereof, notice will
be delivered in accordance with the policy provisions.

3.   If a party fails to secure or maintain any insurance coverage, or any insurance coverage is canceled before
the completion of all services provided under this Agreement, and such party fails immediately to procure
such insurance as specified herein, then the non-defaulting party has the right but not the obligation to
procure such insurance and, at its option, either bill the cost thereof to the defaulting party or deduct the
cost thereof from any sum due the defaulting party under this Agreement.

4.   To the extent requested, each Party shall furnish to the other Party copies of any accidents report(s)
sent to the furnishing Party’s insurance carriers covering accidents or incidents occurring in connection
with or as a result of the performance of the Work under this Agreement.

5.   Each Party shall comply with any governmental and/or site-specific insurance requirements even if
not stated herein.

6.   By the date that such coverage is required, each Party represents to the other Party that it will have full
policy limits available and shall notify the other Party in writing when coverages required herein have
been reduced as a result of claim payments, expenses, or both.

Cost Reimbursement Agreement - NYPA/NMPC

August 2021

Schedule A:  Customer Prompt Payment Policy

Cost Reimbursement Agreement - NYPA/NMPC

August 2021