EXECUTION VERSION

Service Agreement No. 2643

AMENDED AND RESTATED

ENGINEERING, PROCUREMENT & CONSTRUCTION AGREEMENT

This Amended and Restated Engineering, Procurement & Construction Agreement
(“Agreement”), dated as of July 28, 2021 (the “Effective Date”), is made by and among New
York Transco, LLC (the “Company”), having its principal place of business at 1 Hudson City
Center, Hudson, New York, ADM Milling Co. (“ADM Milling”), a Minnesota corporation with
an office located in 201 State Route 23B, Hudson, New York, and New York Independent
System Operator, Inc. (“NYISO”), a New York not-for-profit corporation, and amends, restates
and replaces, in its entirety, that certain Engineering,  Procurement & Construction Agreement,
dated as of September 8, 2020 (the “Original Agreement”).  The Company and ADM Milling
shall each be referred to as a “Party,” and shall be referred to collectively as the “Parties.”  The
terms “Party”  and “Parties”  as  used  herein  shall  not  include  NYISO  or  any  successor

Independent System Operator.

RECITALS

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

WHEREAS, the New York Independent System Operator, Inc., (“NYISO”) selected the Transmission Project as the more efficient or cost-effective transmission solution to satisfy an identified Public Policy Transmission Need and has directed the Company to proceed with the Transmission Project;

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

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

WHEREAS, the Original Agreement, was entered into to set forth the terms and conditions for conducting certain design activities and for access to the ADM Milling substation to ensure the development and interconnection of the Company’s Transmission Project remains on schedule with the contemplated in service date in the Development Agreement;

WHEREAS, the Company and ADM Milling now desire to amend, restate and replace, in its entirety, the Original Agreement in order to add NYISO as a signatory to this Agreement consistent with American Electric Power Service Corporation, 112 FERC ¶ 61,128 at P 10 (2005), to ensure that NYISO is kept fully apprised of the matters addressed herein so that NYISO may be kept aware of any reliability and planning issues that may arise; and

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

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

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

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

1.2  ADM Milling’s scope of work is set forth in Exhibit A of this Agreement, and
incorporated herein by reference (the “ADM Milling Work”).  The Parties acknowledge that the
ADM  Milling  Work  shall  be  limited to  the  provision  of  existing  drawings,  schematics,
specifications, criteria and data related to the Transmission Project (specifically related to the
ADM  Milling  substation),  and  that  the  Company’s  Contractor  shall  be  responsible  for
performing any and all engineering design, procurement and construction of the Transmission
Project, including any modifications to the ADM Milling substation at the cost of the Company.
The Parties acknowledge and agree that the Company shall be responsible for any reasonable
costs incurred by ADM Milling to minimize substation outages or downtime during the
substation modifications (including without limitation the costs incurred by ADM Milling to
rent, install, operate and remove a generator, if needed).  The Parties specifically acknowledge
that, upon testing, verification and completion of the work hereunder, the Company shall have no
current or on-going obligation for the operation and maintenance for any modified or upgraded
equipment at the ADM Milling substation or any other component comprising the ADM Milling
substation, nor shall Company be responsible for any future repairs for any modified or upgraded
equipment at the ADM Milling substation.

1.3  ADM   Milling   hereby   grants   to   the   Company,   Company’s   employees, representatives, consultants and contractors, including but not limited to Company’s Contractor, the non-exclusive and non-transferable right to enter upon ADM Milling’s property for the duration of the Transmission Project, as and where needed to access the ADM Milling substation, subject to the terms and conditions herein, to conduct the engineering design, procurement and construction of the Transmission Project, including any modifications to the ADM Milling substation, and as may otherwise be reasonably agreed between the Parties as necessary for the Company to exercise its rights and comply with its obligations under this Agreement.  The Company shall  use  commercially reasonable efforts  to minimize interference with  ADM Milling’s use and occupancy of the ADM Milling substation.

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

forth in Exhibit B attached hereto.

1.5 In performance of the ADM Milling Work hereunder, ADM Milling:

a. shall use commercially reasonable efforts to perform the ADM Milling

Work; and

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

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

1.6  All capitalized terms not otherwise defined in Attachment 1 of this Agreement
shall have the meanings ascribed to such terms in the NYISO's Open Access Transmission Tariff
(“OATT”) inclusive of Attachment P and, if not defined therein, then Attachment X of the
OATT.

2. Representatives.

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

3. Work Duration and Reports.

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

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

3.2 ADM Milling agrees to provide to the Company periodic reports on the status of

the ADM Milling Work at intervals as agreed by the Parties, and also shall provide status reports

upon the reasonable request of the Company.

4. Payment.

4.1 ADM Milling shall perform the ADM Milling Work at no cost to ADM Milling,

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

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

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

work performed by the Company’s Contractor.

5. Term and Termination.

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

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

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

5.3  In addition to any other termination rights provided in this Agreement, the Company may terminate this Agreement at any time upon ten (10) days’ prior written notice to ADM Milling if the NYISO has determined that no modifications are needed at the ADM Milling substation.

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

6. Notice.

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

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

For ADM Milling: For the Company:

ADM Milling Co. New York Transco, LLC

4666 E. Faries Parkway 1 Hudson City Center

Decatur IL 62526 Hudson, NY 12534

Attn: Chief Counsel Carbohydrate Solutions Attn: Paul Haering

Phone: (518) 444-4880

E-mail: Paul.Haering@NYTransco.com

7. Confidentiality.

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

ADM  Milling  agree  to  maintain  the  confidentiality  of  this  Agreement  and  any  and  all
Confidential Information, during the term of this Agreement and for a period of two (2) years
following the expiration or any termination of this Agreement, except that the Company and
ADM Milling may disclose any and all Confidential Information provided by a Party hereunder
on a need-to-know basis to its employees, agents, counsel, representatives and Affiliates (and its
Affiliates’ employees, agents, counsel and representatives) who have first been advised of the
confidentiality  provisions  of  this  Agreement.    Neither  Party  shall  use  such  Confidential
Information except for the purposes identified herein without the prior written approval of the
disclosing Party.

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

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

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

7.4  Each Party hereby acknowledges and agrees (a) that the Confidential Information
of the other Party is a valuable trade secret of the other Party and that any unauthorized

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

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

8. Indemnification.

Each Party (each, an “Indemnitor”) agrees to indemnify, hold harmless and defend the other Party and its Affiliates, and the trustees, directors, officers, employees, and agents of each of them (each, an “Indemnitee”), from and against any and all damages, losses, costs, expenses (including reasonable attorneys’ fees and disbursements), causes of action, suits, claims, fines, penalties and liabilities, in tort, contract, or otherwise resulting from claims of third parties arising, or claimed to have arisen, as a result of any acts or omissions of the Indemnitor under this Agreement or the ADM Milling Work (collectively, “Damages”), except to the extent such Damages are directly caused by the gross negligence, intentional misconduct or unlawful act of the Indemnified Party as determined by a court of competent final jurisdiction.  This Article 8 shall survive the expiration or any termination of this Agreement.

9. Disclaimer of Damages/Limitation of Liability.

9.1 Subject to the obligations set forth in Article 8, NEITHER PARTY SHALL BE

LIABLE   TO   THE   OTHER   PARTY   FOR   ANY   INDIRECT,   CONSEQUENTIAL,
EXEMPLARY,   SPECIAL,   INCIDENTAL   OR   PUNITIVE   DAMAGES,   INCLUDING
WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS OR
GOODWILL,  ARISING  IN  CONNECTION  WITH  THIS  AGREEMENT,  THE  ADM
MILLING   WORK   PERFORMED   HEREUNDER,   AND/OR   THE   INTENDED   USE
THEREOF,  UNDER  ANY  THEORY  OF  TORT,  CONTRACT,  WARRANTY,  STRICT
LIABILITY OR NEGLIGENCE. This Section 9.1 shall survive the expiration or any termination
of this Agreement.

9.2  Without limitation of the provisions of Section 9.1 above, the total liability of the
Indemnitor to the Indemnitee in connection with this Agreement shall be limited to direct
damages proven by Indemnitee.  The foregoing limitation applies to all causes of actions and
claims, including, without limitation, breach of contract, breach of warranty, negligence, strict
liability,  misrepresentation  and  other  torts. The  Parties  acknowledge  and  accept  the

reasonableness of the foregoing disclaimers and limitations of liability.  This Section 9.2 shall survive the expiration or any termination of this Agreement.

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

9.4 The Parties acknowledge and understand that the signature of the authorized

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

10. No Warranties

Except as expressly provided in this Agreement,  each of the Parties disclaims any and all representations,  warranties  and  guarantees,  express  or  implied,  including  warranties  of merchantability and fitness for a particular purpose.

11. Force Majeure.

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

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

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

12. Insurance

12.1 Prior to the commencement of any ADM Milling Work and during the term of the

Agreement, the Company, at its own cost and expense, shall procure and maintain insurance in
form and amounts set forth in Exhibit D of this Agreement, or the Company may elect to self-
insure one or more of the insurance coverage amounts set forth in Exhibit D of this Agreement
and shall provide written notice of any such self-insurance.  Unless the Company elects to self-
insure, the Company shall have its insurer furnish to ADM Milling 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 ADM Milling Work under this Agreement.  The Company shall not permit any insurance referred to in Exhibit D to lapse or terminate without providing at least thirty (30) days prior notice to ADM Milling.

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

operations.

13. Governing Law; Change in Law

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

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

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

14. Amendments.

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

15. Assignment; Successors and Assigns.

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

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

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

Parties.

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

notice to the other Party.

15.4 In the event of a permitted assignment, assignee shall assume all obligations of

assignor and assignor shall not be released from liability following an assignment.

16. Severability.

If any term or provision of this Agreement is held illegal or unenforceable by a court with jurisdiction over this Agreement, all other terms in this Agreement will remain in full force, the illegal or unenforceable provision shall be deemed struck.  In the event that the stricken provision materially affects the rights, obligations or duties of either Party, the Parties shall substitute a provision by mutual agreement that preserves the original intent of the Parties as closely as possible under applicable law.

17. Merger.

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

18. Representations and Warranties of Authority.

Each Party represents and warrants to the other that:

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

obligations under this Agreement;

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

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

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

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

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

19. No Third Party Beneficiaries.

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

20. No Waiver

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

exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

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

The Company and ADM Milling 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.

22. Dispute Resolution

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

23. Cooperation

ADM Milling shall use reasonable efforts to cooperate with the Company’s development and financing of the Transmission Project by: (a) providing status updates and other information reasonably requested by the Company regarding ADM Milling’s performance of the ADM Milling Work; and (b) providing information reasonably requested by the Company to facilitate the financing of the Transmission Project; provided, however, that this Article 23 shall not require ADM Milling to incur any costs or expenses.

24. Counterparts.

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

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

ADM Milling Co. New Y

By:________________________________ By:___ ____________

Name: Name: Victor Mullin

Title: Title: President

Date: Date: July 27, 2021

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

New York Independent System Operator

By:______________________________
Name: ___________________________
Title: ____________________________

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

ADM Milling Co. New York Transco, LLC

By:________________________________ By:________________________________

Name: Name: Victor Mullin

Title: Title: President

Date: Date:

The signature below of the authorized officer of New York Independent System Operator, Inc. is for the limited purpose of acknowledging that a representative of NYISO has read this Agreement as of the 26th day of July 2021.

New York Independent System Operator

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Title: Vice_President,System & Resource Planning

Attachment 1

Certain Definitions

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

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

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

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

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

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

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

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

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

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

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

Engineering, Procurement & Construction Agreement

“Contractor” shall mean Burns & McDonnell.

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

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

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

“Force Majeure Event” shall have the meaning set forth in Article 11 of this Agreement. “Implementation Work” shall have the meaning set forth in Exhibit A of this Agreement. “Indemnitee” shall have the meaning set forth in Article 8 of this Agreement.
“Indemnitor” shall have the meaning set forth in Article 8 of this Agreement

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

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

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

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

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

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

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

Engineering, Procurement & Construction Agreement

EXHIBIT A

SCOPE OF ADM MILLING WORK

Project Background

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

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

 A new Knickerbocker 345 kV switching station;

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

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

 Reconfiguration of the transmission line #12.

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

ADM Milling Work shall consist of the following:

A.  Project    management    and    engineering    services    for    the    review    of    submitted Company documents for the Network Upgrade Facilities, as that term is defined in the NYISO Open Access Transmission Tariff, in connection with the Transmission Project.

B. Project management and engineering services for providing the necessary ADM Milling design criteria and standards, drawings, as-built drawings, vendor drawings, specifications, procedures, and any design, procurement and/or construction standards necessary for the Company or Contractor to complete the design, procurement and construction.  All drawings shall be provided in AutoCAD format if available, or in a format compatible with the Company’s and the Contractor’s design systems.

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

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

Engineering, Procurement & Construction Agreement

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

Specific ADM Milling Work items are as follows:

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

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

2. The NYISO System Impact Study has determined that the ADM Milling substation is

affected by the Transmission Project.

3.  Support procurement and related procurement activities as requested by the Company.

Contractor is responsible for identifying and procuring any long-lead time items.

4.  Review, from time to time, ADM Milling work contemplated herein and conduct other

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

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

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

6. Develop a detailed schedule for execution of any ADM Milling Work and updates as

requested.

7. Provide support for agency reporting as needed.

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

outage planning as needed.

9. Provide project management, administration and oversight of ADM Milling Work.

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

11. It is anticipated that Project upgrades and modifications to the ADM Milling substation will
 require the existing Relay Protection and Control Schemes, to be reviewed, and modified as
 necessary for ADM Milling.  ADM Milling shall provide any existing substation relay setting
 calculations and relay files, and a system model in SKM format for protective coordination
 study.  ADM Milling shall provide standard protection guidelines or system protection
 philosophies.

Engineering, Procurement & Construction Agreement

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

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

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

15. Provide updates and revisions to ADM Milling drawings as needed.

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

17. Update ADM Milling substation equipment procedures to reflect modifications as needed.

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

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

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

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

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

23. Perform any other reasonable tasks necessary or advisable in connection with the ADM
 Milling Work contemplated by this Exhibit (including, without limitation, any changes
 thereto).

The ADM Milling Work contemplated by this Exhibit and this Agreement does not include any permitting activities or any construction, relocations, alterations, modifications, or upgrades with respect to any Company, ADM Milling or third party facilities or the Transmission Project
(“Implementation Work”), nor does ADM Milling make any commitment to undertake such Implementation Work; provided, however, that ADM Milling acknowledges that formal
signature by ADM Milling may be required as determined by local permitting requirements and if so required, ADM Milling agrees to execute such permits on a timely basis.

Engineering, Procurement & Construction Agreement

For the avoidance of doubt: ADM Milling shall not have any responsibility for seeking or

acquiring any real property rights in connection with the ADM Milling Work, the Transmission Project or this Agreement including, without limitation, licenses, consents, permissions,
certificates, approvals, or authorizations, or fee, easement or right of way interests.

Engineering, Procurement & Construction Agreement

EXHIBIT B

COMPANY REQUIRED ACTIONS

Company Required Actions

The Company Required Actions shall consist of the following:

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

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

2. The Company or Company’s designee will coordinate any activities needed with ADM

Milling’s Transmission Owner, National Grid.

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

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

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

and approval, all necessary engineering packages needed.

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

and approval, all necessary procurement / equipment specifications and drawings.

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

review and approval, all necessary engineering packages needed.

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

review and approval, all necessary procurement / equipment items.

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

monthly meetings for project status, support and updates.

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

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

10. Provide complete and accurate information regarding the Company’s project and all
 applicable data, drawings and specifications, as needed.

11. Other responsibilities and access as agreed between the Company or ADM Milling as being
 necessary to facilitate performance of the ADM Milling Work.

Engineering, Procurement & Construction Agreement

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

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

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

15. The Company will work with equipment suppliers to ensure that the manufacturers’

warranties are in the name of ADM Milling for ADM Milling owned / retained upgrades.

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

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

Current Scope of Work

ADM Milling Substation (“ADM Milling”)

ADM Milling is a 115kV substation located in Hudson, New York. As currently identified in the
NYISO System Impact Study, the facility line #12 tap connected to existing National Grid
Hudson Substation to Central Hudson’s Pleasant Valley 115kV Substation will be relocated to
new line #12 between National Grid Hudson Substation to new Company Churchtown Switching
Station. Due to this change, the ADM Milling substation Line Panel will be renamed, drawings
will be updated to reflect the changes, and line relay settings will be reviewed and updated as
necessary.

Specifications

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

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

Conceptual Scope

Station drawings and labels will be updated to reflect the transmission line tap updates at ADM
Milling.

Controls & Integration

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

Engineering, Procurement & Construction Agreement

Relay settings

Relay setting upgrades for the relocated 115kV transmission line #12 tap will be provided in this
scope of work.  A coordination study will be performed to properly coordinate line settings with
adjacent lines.  Setting calculations will be developed to document the design basis for each
relay.  Native relay setting files will be created for each relay based on the associated setting
calculation.

Deliverables

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

30% Deliverables

a.  One-line Diagrams

90% Deliverables

a.  One-line Diagrams

b.  Panel Front Views

c.  Relay Setting calculations and native relay files

d.  Complete Bill of Materials

IFC Package

a.  Updated 90% deliverables with applicable comments incorporated

As per Exhibit A, ADM Milling will be requested to provide support in the above activities, including but not limited to the supply of drawings, specifications, criteria used to design ADM Milling’s stations, etc., provide timely reviews of Company’s engineering, and provide final approval of technical designs, equipment specifications, construction drawings, and relay settings as required.

Engineering, Procurement & Construction Agreement

Exhibit C: Schedule

Below is an estimated schedule and ADM Milling shall use commercially reasonable endeavors to complete the work in the
timeframes and schedules mutually agreed upon by the Parties. The Schedule provided below contains the dates the Company
or its designee will provide design packages to ADM Milling for review and comment.  ADM Milling shall have fourteen (14)
days or such other period as may be mutually agreed between the Parties to provide a consolidated set of comments to the
Contractor.

Protection & Control Relay Settings

30% Package

Station 90% Package 90% Package

Submittal

Submittal Submittal

ADM Milling Completed 31-Dec-2021 31-Mar-2022

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

Engineering, Procurement & Construction Agreement

Exhibit D:  Insurance Requirements

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

  Workers Compensation and Employers Liability Insurance as required by the

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

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

Product/Completed Operations Liability Insurance covering all insurable

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

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

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

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

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