FERC rendition of the electronically filed tariff records in Docket No.  ER20-  -000

Filing Data:

CID: C000038

Filing Title: Amended & Restated Interconnection Agreement (SA 2484) between RGE and REDRochester

Company Filing Identifier: 1523
Type of Filing Code:  10
Associated Filing Identifier:
Tariff Title: NYISO Agreements
Tariff ID: 58

Payment Confirmation: N
Suspension Motion:

Tariff Record Data:

Record Content Description: Agreement No. 2484

Tariff Record Title: RGE & RED-Rochester Agreement Record Version Number: 0.0.0

Option Code: A

Tariff Record ID: 249

Tariff Record Collation Value: 8085500

Tariff Record Parent Identifier: 2

Proposed Date: 2019-09-16

Priority Order: 500

Record Change Type:  New
Record Content Type: 2
Associated Filing Identifier:

Service Agreement No. 2484

CUI//CEII - REDACTED VERSION CUI//CEII - REDACTED VERSION
 Service Agreement No. 2484

AMENDED AND RESTATED

INTERCONNECTION AGREEMENT
 By and Between

ROCHESTER GAS AND ELECTRIC
 CORPORATION

And

RED-ROCHESTER, LLC

Dated as of September 16, 2019

Service Agreement No. 2484

TABLE OF CONTENTS

Page

ARTICLE 1:   DEFINITIONS...........................................8

ARTICLE 2:  TERM................................................16

2.1 Term..................................................16

2.2 Extensions..............................................16

2.3 Termination.............................................17

2.4 Regulatory Approval........................................17

2.5 Change of Law...........................................17

2.6 Continuing Obligation.......................................18

ARTICLE 3:  CONTINUING OBLIGATIONS AND RESPONSIBILITIES............18

3.1 Provision of Service........................................18

3.2 No Transmission Delivery Service...............................18

3.3 No Other Services.........................................19

3.4 Interconnection Service......................................19

3.5 Licenses, Easements, and Rights-of-Way..........................20

3.6 Facility and Equipment Maintenance.............................22

3.7 Equipment Testing Obligations.................................23

3.8 New Construction or Modifications..............................26

3.9 Inspections..............................................31

3.10 Information Reporting Obligations..............................31

3.11 Revenue Metering.........................................34

3.12 Remote Terminal Units......................................35

3.13 Emergency Procedure.......................................37

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3.14 Interconnection Service Interruptions.............................38

3.15 Scheduled Maintenance Notification and Coordination.................39

3.16 Safety.................................................40

3.17 Electric Switching and Tagging Applications and Rules.................42

ARTICLE 4:  OPERATIONS...........................................42

4.1 General................................................42

4.2 Customer’s Operating Obligations...............................43

4.3 Voltage or Reactive Control Requirements.........................44

4.4 Auditing of Accounts and Records...............................45

ARTICLE 5:  COST RESPONSIBILITIES AND BILLING PROCEDURES............46

5.1 Cost Responsibilities for Interconnection Service.....................46

5.2 Cost Responsibilities for Services...............................48

5.3 Billing Procedures.........................................49

5.4 Interest on Unpaid Balances...................................49

5.5 Billing Disputes:  Acceptance of Partial Payments....................49

ARTICLE 6:  DOCUMENTATION......................................50

6.1 Drawings...............................................50

ARTICLE 7:  CONFIDENTIALITY......................................50

7.1 Confidentiality of RGE......................................50

7.2 Confidentiality of Customer...................................51

7.3 Confidentiality of Audits.....................................52

7.4 Remedies...............................................52

7.5 Disclosure to FERC, its Staff, or a State...........................52

ARTICLE 8:  EVENTS OF DEFAULT....................................53

8.1 Events of Default..........................................53

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8.2 Notice, Cure, and Remedies...................................54

8.3 Right to Take Immediate Action................................55

ARTICLE 9:  INDEMNIFICATION......................................55

9.1 Customer’s Indemnification...................................55

9.2 RGE’s Indemnification......................................56

9.3 Indemnification Procedures...................................56

9.4 Survival................................................57

ARTICLE 10:  INSURANCE...........................................57

10.1 Maintenance of Insurance Coverages.............................57

10.2 Certificates of Insurance.....................................57

10.3 Notice Requirements........................................58

10.4 Additional Insureds........................................58

10.5 Contents of Certificates of Insurances.............................58

10.6 Insurer Requirements.......................................59

10.7 Endorsements............................................59

10.8 Self-Insurance............................................59

10.9 Subcontractor Insurance Requirements............................59

ARTICLE 11:  FORCE MAJEURE.......................................59

11.1 Definition...............................................59

11.2 Economic Hardship........................................60

11.3 Requirements............................................60

11.4 Continuing Obligations......................................60

11.5 Written Notice............................................61

ARTICLE 12:  DISPUTES............................................61

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Service Agreement No. 2484

12.1 Initial Procedures..........................................61

12.2 External Arbitration Procedures................................62

12.3 Arbitration Decisions.......................................63

12.4 Costs..................................................64

ARTICLE 13:  REPRESENTATIONS.....................................65

13.1 Representation of RGE......................................65

13.1.1 Organization......................................65

13.1.2 Authority Relative to this Agreement......................65

13.1.3 Regulatory Approval.................................65

13.1.4 Compliance With Law................................65

13.2 Representations of Customer..................................66

13.2.1 Organization......................................66

13.2.2 Authority Relative to this Agreement......................66

13.2.3 Regulatory Approval.................................66

13.2.4 Compliance with Law................................67

13.3 Representation of Both Parties.................................67

ARTICLE 14:  ASSIGNMENT/CHANGE IN CORPORATE IDENTITY..............67

14.1 Successors and Assigns......................................67

14.2 Continuation of Liability and Responsibility........................68

14.3 Protection of Rights........................................68

ARTICLE 15:  SUBCONTRACTORS.....................................69

15.1 Use of Subcontractors Permitted................................69

15.2 Continuing Obligations of Parties...............................69

ARTICLE 16:  LABOR RELATIONS.....................................69

ARTICLE 17:  INDEPENDENT CONTRACTOR STATUS......................70

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Service Agreement No. 2484

ARTICLE 18:  LIMITATIONS OF LIABILITY..............................70

ARTICLE 19:  NOTICES.............................................70

19.1 Contact Person............................................70

19.2 Written Notice............................................71

19.3 Notice to NYISO..........................................72

19.4 Emergencies.............................................72

ARTICLE 20:  HEADINGS AND RULES OF INTERPRETATION.................72

20.1 Headings...............................................72

20.2 Construction.............................................72

ARTICLE 21:  WAIVER..............................................73

21.1 General................................................73

21.2 No Waiver of Capacity and Energy Service Rights....................73

21.3 Writing................................................74

ARTICLE 22:  COUNTERPARTS.......................................74

ARTICLE 23:  GOVERNING LAW......................................74

23.1 General................................................74

23.2 New York Law...........................................74

23.3 PURPA Status............................................74

23.4 Filing of Agreement........................................75

23.5 Reservation of Rights.......................................75

ARTICLE 24:  SEVERABILITY........................................75

ARTICLE 25:  AMENDMENT.........................................75

ARTICLE 26:  ENTIRE AGREEMENT....................................76

26.1 Entire Understanding.......................................76

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Service Agreement No. 2484

26.2 Conflicts................................................76

26.3 Joint and Several Obligations..................................76

ARTICLE 27:  NO THIRD PARTY BENEFICIARIES..........................76

ARTICLE 28:  FURTHER ASSURANCES.................................76

Schedule A:  RGE and Customer Interconnection Facilities and Associated Equipment Schedule B:  Insurance Requirements

Schedule C:  Customer’s Costs and Expenses for RGE Interconnection Service Schedule D:  One-Line Electrical Diagrams

Schedule E:  NYSEG/RGE Bulletin 86-01

Schedule F:  Electric Switching and Tagging Applications and Rules Schedule G:  Metering Equipment Description

Schedule H:  RTU Data Points

Schedule I:  Data Reporting

Schedule J:  Joint Use Facilities

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Service Agreement No. 2484

INTERCONNECTION AGREEMENT

This Amended and Restated Interconnection Agreement (“Agreement”) dated as of September 16, 2019, by and between Rochester Gas and Electric Corporation (“RGE”), a New York corporation with an office for the transaction of business in Rochester, New York, and RED-Rochester, LLC (“Customer”), a New York limited liability company with an office for the transaction of business in Rochester, New York.  RGE and Customer shall each be considered a “Party” and, collectively, they shall be referred to as the “Parties.”

WITNESSETH:

WHEREAS, RGE and Eastman Kodak Company, a New Jersey corporation (“Kodak”) entered into an interconnection agreement on March 16, 2006; and
 WHEREAS, Kodak sold the Eastman Business Park Utility Business to Customer on August 31, 2013 (“Transaction”): and

WHEREAS, as part of the Transaction, the interconnection agreement was assigned to Customer on August 31, 2013; and

WHEREAS, RGE is a corporation organized under the New York Transportation

Corporations Law, is authorized by its Restated Certificate of Incorporation and by the State of New York to engage in the production, transmission, sale and distribution of electricity for heat, light and power to the public, and is an “electric corporation” as defined in Section 2, subdivision 13, of the New York Public Service Law; and

WHEREAS, Customer is a limited liability company organized under the laws of the
State of New York, and owns, operates, and maintains electric generating equipment and
appurtenant facilities, including Customer Interconnection Facilities (as defined in Section 1.4

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Service Agreement No. 2484

below) and Joint Use Facilities (as defined in Section 1.13 below) at Eastman Business Park in Monroe County, New York; and

WHEREAS, the NYISO operates the Transmission System and RGE owns certain facilities included in the Transmission System;

WHEREAS, the Plant constitutes a “qualifying facility” under the Public Utility

Regulatory Policies Act of 1978 (“PURPA”) and its related regulations; and

WHEREAS, the Parties have agreed to execute this mutually acceptable Agreement in
order for the purpose of interconnecting Customer’s electric generating facilities to the
Transmission System defining the continuing responsibilities and obligations of the Parties;
 NOW THEREFORE, in order to carry out the transactions contemplated in this
Agreement, and in consideration of the mutual representations, covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Parties hereto agree as
follows:

ARTICLE 1

DEFINITIONS

Wherever used in this Agreement with initial capitalization, the following terms shall have the meanings specified or referred to in this Article 1.  Terms used in this Agreement that are not defined herein will have the meanings customarily attributed to such terms by the
electric utility industry in New York.

1.1  “Affiliate” shall mean, with respect to a corporation, partnership, or other entity,
each other corporation, partnership, or other entity that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with, such
corporation, partnership, or other entity.  The term “control” shall mean the possession,

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Service Agreement No. 2484

directly or indirectly, of the power to direct the management or policies of a person or an

entity. A voting interest of ten percent or more shall create a rebuttable presumption of control.

1.2  “Agreement” shall mean this Amended and Restated Interconnection

Agreement dated as of September 16, 2019 by and between RGE and Customer, including all schedules attached hereto and any amendments hereto.

1.3  “Ancillary Services” shall mean those services that are necessary to support the transmission of capacity and energy from resources to load while maintaining reliable
operation of the Transmission System in accordance with Good Utility Practice.

1.4  “Capacity Resource Interconnection Service” shall mean the service provided by NYISO to generation developers that satisfy the NYISO Deliverability Interconnection
Standard or that are otherwise eligible to receive such service in accordance with Attachment S to the OATT; such service being one of the eligibility requirements for participation as a
NYISO installed capacity supplier.

1.5 “Customer” shall mean RED-Rochester, LLC, and its successor.

1.6 “Customer Interconnection Facilities” shall mean all structures, facilities,

equipment, devices, and apparatus at or connected to RGE’s substations 403 and 412, which

are identified as Customer Interconnection Facilities and Associated Equipment in Schedule D, as the same may be amended from time to time by a writing signed by the Parties, which
facilities are owned, operated or leased by Customer and are necessary to facilitate the
interconnection of the Plant to the Transmission System.

1.7 “EBP” shall mean the Eastman Business Park located in Monroe County, New

York.

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Service Agreement No. 2484

1.8  “Effective Date” shall mean the date on which this Agreement becomes effective upon execution by the Parties, subject to acceptance by the FERC, or if filed unexecuted, upon the date specified by the FERC.

1.9  “Electric Switching and Tagging Applications and Rules” shall mean the

Avangrid Network Energy Control Center Switching and Tagging Rules and Procedures, as amended or superseded, which apply to RGE.  A current copy of the Electric Switching and Tagging Applications and Rules is attached to this Agreement as Schedule F.

1.10  “Emergency” shall mean (a) with respect to RGE, a condition or situation which
RGE or the NYISO deems immediately likely to (i) endanger life or property, or (ii) adversely
affect or impair the Transmission System, RGE’s electrical systems or the electrical or
transmission systems of others to which the Transmission System or RGE’s electrical system
are directly or indirectly connected, which requires, in accordance with Good Utility Practice,
that the output of the Plant over the Interconnection Facilities be adjusted to avoid or mitigate
such condition or situation, and (b) with respect to Customer, a condition or situation which
Customer deems imminently likely to (i) endanger life or property, or (ii) adversely affect or
impair the Plant.  Such a condition or situation includes, but is not limited to, overloading or
potential overloading, excessive voltage drop or unusual operation conditions beyond the rated
capacity of existing equipment of the Plant.

1.11  “Energy Resource Interconnection Service” shall mean the service provided by
NYISO to interconnect generation owners’ generating facilities to the Transmission System in
accordance with the NYISO Minimum Interconnection Standard, to enable the Transmission
System to receive energy and Ancillary Services from the generating facilities, pursuant to the
terms of the OATT.

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Service Agreement No. 2484

1.12 “FERC” shall mean the Federal Energy Regulatory Commission, or its

successor or equivalent.

1.13  “Generating Meters” shall mean meters that are owned, installed, operated,

tested and maintained by Customer and are individually located at the Plant such that they can
provide gross MW quantities at each of the generator terminals.  Generating Meters may be
added to Schedule G, if deemed necessary.  Generating Meters do not include Revenue Meters.

1.14  “Good Utility Practice” shall mean any of the applicable practices, methods, and acts:

a. required by NERC, NPCC, NYSRC, NYISO, FERC, NYPSC, OSHA, a

regional transmission organization, or the successor of any of them, whether or not the Party

whose conduct is at issue is a member thereof;

b. required by the policies and standards of RGE relating to Emergencies;

c. the NYSEG/RGE Bulletin 86-01 and the Electric Switching and

Tagging Applications and Rules, provided however, that neither shall be considered Good
Utility Practice as to Customer unless expressly stated otherwise in this Agreement; and

d.  otherwise engaged in or approved by a significant portion of the electric

generation, transmission, and distribution industry in the region during the relevant time

period, or any of the practices, methods or acts which, in the exercise of Reasonable judgment
in light of the facts known at the time the decision is made, could be expected to accomplish
the desired result at a Reasonable cost consistent with law, regulation, 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 practices, methods,

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Service Agreement No. 2484

or acts generally accepted by the electric generation, transmission, and distribution industry in the region.

1.15  “Host Load” shall mean the load (expressed in terms of energy or demand) that
is within the EBP and routinely served by Customer via its electric generating facilities located
at the EBP.  Station Power is included in the calculation of Customer’s Host Load to the extent
it is supplied by the electric generating facilities located at the EBP and provided that it is not
separately metered pursuant to Section 5.12.6.1.1 of the Services Tariff and the procedures
adopted by the NYISO in order to fulfill its responsibilities under the Services Tariff and the
OATT.

1.16 “Interconnection Facilities” shall mean the Customer Interconnection Facilities

and the RGE Interconnection Facilities, collectively.

1.17 “Interconnection Service” shall mean the service provided by the NYISO to

interconnect the Plant with the Transmission System.

1.18  “Joint Tag List” shall mean the list of personnel approved from time to time by RGE in accordance with Good Utility Practice who meet RGE’s requirements to switch, tag, and ground electrical equipment.

1.19  “Joint Use Facilities” shall mean the facilities and equipment which are listed on Schedule J, which schedule may be modified from time to time upon the Parties’ mutual written agreement.

1.20 “Maintain” shall mean construct, reconstruct, install, inspect, repair, replace,

operate, patrol, maintain, use, modernize, expand or upgrade, or undertake other similar

activities.

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Service Agreement No. 2484

1.21  “New York State Transmission System” shall mean the entire New York State electric transmission system, which includes (i) the transmission facilities under the NYISO’s operational control; (ii) the transmission facilities requiring NYISO notification; and (iii) all remaining transmission facilities within the New York Control Area.

1.22  “New York Control Area” shall mean the electric system that is under the
control of the NYISO which includes transmission facilities listed in Appendices A‑ 1 and
A‑ 2 to the ISO/TO Agreement, as amended from time to time, electric generating facilities
located within New York State, and electric generating facilities located outside New York
State but which may, from time to time, be subject to the operational control of the NYISO.

1.23  “NYSEG” shall mean New York State Electric & Gas Corporation, and its successor.

1.24 “NYPSC” shall mean the New York State Public Service Commission, or its

successor or equivalent.

1.25 “NERC” shall mean the North American Electric Reliability Corporation, or its

successor or equivalent.

1.26 “NPCC” shall mean Northeast Power Coordinating Council, Inc., , or its

successor or equivalent.

1.27 “NYISO” shall mean the New York Independent System Operator, Inc. or its

successor or equivalent.

1.28  “NYISO Deliverability Interconnection Standard” shall mean the standard that
must be met, unless otherwise provided for by Attachment S to the OATT, by (i) any
generating facility larger than 2 MW in order for that facility to obtain Capacity Resource
Interconnection Service; (ii) any class year transmission project; (iii) any entity requesting

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Service Agreement No. 2484

external Capacity Resource Interconnection Service rights, and (iv) any entity requesting a

Capacity Resource Interconnection Service transfer pursuant to Section 25.9.5 of Attachment S to the OATT.

1.29  “NYISO Minimum Interconnection Standard” shall mean the reliability

standard that must be met by any generating facility or class year transmission project that is subject to the NYISO’s Large Facility Interconnection Procedures in Attachment X to the OATT or the NYISO’s Small Generator Interconnection Procedures in Attachment Z to the OATT, that is proposing to connect to the Transmission System.

1.30  “NYSEG/RGE Bulletin 86-01” shall mean the NYSEG/RGE Bulletin 86-01, as
amended or superseded.  A current copy of NYSEG/RGE Bulletin 86-01 is attached hereto as
Schedule E.

1.31 “NYSRC” shall mean the New York State Reliability Council, L.L.C., or its

successor or equivalent.

1.32 “OATT” shall mean the NYISO’s Open Access Transmission Tariff, as filed

with the FERC, and as amended or supplemented from time to time, or any successor tariff.

1.33 “OSHA” shall mean the Occupational Safety and Health Administration, or its

successor or equivalent.

1.34 “Party” or “Parties” shall mean RGE, Customer, or both RGE and Customer.

1.35 “Plant” shall mean the topping-cycle cogeneration facility, electric system, and

turbine-generators owned by Customer and located at the EBP, and the Customer Interconnection Facilities and Joint Use Facilities owned by Customer.

1.36  “Points of Interconnection” shall mean the RGE disconnect switches at
substation 412 and the separation of RGE’s circuit breaker cubical and Customer's circuit

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Service Agreement No. 2484

breaker cubical at substation 403, which represent the points of demarcation between RGE’s electric system and Customer’s electric system and where capacity, energy, and ancillary services are transferred between the Plant and the Transmission System.  The Points of
Interconnection are shown in Schedule D to this Agreement.

1.37  “Reasonable” and “Reasonably” shall mean (i) with respect to an action

required to be attempted or taken by a Party, under this Agreement, efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests; and (ii) with respect to costs under this
Agreement, costs that are consistent with the exercise of Good Utility Practice and are
otherwise are substantially equivalent to those a Party would incur on its own behalf for a similar purpose or to protect its own interests.

1.38 “RGE” shall mean Rochester Gas and Electric Corporation, and its successor.

1.39 “RGE Interconnection Facilities” shall mean all structures, facilities, equipment,

devices, and apparatus at or connected to RGE’s substations 403 and 412, as which are

identified as RGE Interconnection Facilities and Associated Equipment in Schedule D, as the same may be amended from time to time by a writing signed by the Parties, which facilities are owned, operated or leased by RGE and are necessary to facilitate the interconnection of the Plant to the Transmission System.

1.40  “Revenue Meters” shall mean all kWh meters, kVAR meters, pulse isolation

relays, pulse conversion relays, or transducers used by RGE for billing purposes, located on the
RGE 34 kV bus at substation 412 and on the RGE 11.5 kV bus at substation 403, and
associated totalizing equipment and appurtenances (including voltage transformers and current
transformers) used to measure the sales of capacity, energy or ancillary services into the

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Service Agreement No. 2484

NYISO’s wholesale markets.  A description of the metering is included in this Agreement in Schedule G.  Revenue Meters shall not include Generating Meters.

1.41  “Services Tariff” shall mean the NYISO’s Market Administration and Control Area Services Tariff, as filed with the FERC, and as amended or supplemented from time to time, or any successor tariff.

1.42  “Transmission System” shall mean the portion of the New York State

Transmission System owned by RGE, which includes (i) RGE’s transmission facilities under
the NYISO’s operational control; (ii) RGE’s transmission facilities requiring NYISO
notification; and (iii) all remaining RGE transmission facilities within the New York Control
Area.

ARTICLE 2

TERM

2.1  Term.  Except as provided herein, this Agreement shall become effective as of the Effective Date, on which date the interim interconnection agreement between the Parties, as reflected in the letter agreement of April 25, 2004, shall terminate, and this Agreement shall continue in full force and effect until September 15, 2029, unless sooner terminated in
accordance with the terms hereof.

2.2  Extensions.  Effective September 16, 2029, this Agreement shall be extended for additional five-year terms unless either Party objects to that extension by providing written notice of such objection to the other Party not less than twelve (12) calendar months prior to September 15, 2029 or any subsequent expiration date, as applicable.  If such notice of
objection is timely provided, this Agreement shall expire and be of no further force and effect as of September 15, 2029, or on any subsequent expiration date, as applicable.

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Service Agreement No. 2484

2.3  Termination..  This Agreement may be terminated by mutual agreement of the
Parties or otherwise in accordance with the terms of this Agreement.  This Agreement also may
be terminated at any time by Customer by giving RGE sixty (60) days’ advance written notice.

2.4  Regulatory Approval.  This Agreement is subject to any necessary FERC
acceptance or approval without any material modification or condition.  RGE shall file this
Agreement with the FERC within thirty (30) days of the date it is executed by both Parties.  If
the FERC requires any modification to, or imposes any condition of acceptance or approval of,
this Agreement, and such modification or condition could Reasonably be expected to create a
material adverse effect on the business, assets, operations or conditions (financial or otherwise)
of either Party, then the Parties shall engage in good-faith negotiations for a period of thirty

(30) days following the issuance of that acceptance or approval in order to agree to revisions to
this Agreement to satisfy, or otherwise address, such modification or condition.  If the Parties
fail to agree mutually to such changes, their dispute shall be resolved in accordance with
Article 12.

2.5  Change of Law.  If (a) the U.S. Congress, any other governmental agency

having jurisdiction over the Parties, or the NYISO adopts a change in any law, regulation, rule or practice or (b) RGE complies with, and/or implements, a change in any law, regulation, rule or practice, which change or compliance affects, or may Reasonably be expected to affect,
RGE’s performance under this Agreement, then RGE and Customer shall negotiate in good
faith any amendments to this Agreement that are necessary to adapt the terms of this
Agreement to such change, and RGE shall file such amendments with the FERC.  If the Parties are unable to reach agreement on such amendments within a Reasonable time, their dispute
shall be resolved in accordance with Article 12.

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Service Agreement No. 2484

2.6  Continuing Obligation.  The applicable provisions of this Agreement shall

continue in effect after expiration, cancellation or termination hereof to the extent necessary to
provide for final billings, billing adjustment, and the determination and enforcement of liability
and indemnification obligations arising from acts or events that occurred while this agreement
was in effect.

ARTICLE 3

CONTINUING OBLIGATIONS AND RESPONSIBILITIES

3.1  Provision of Service.  The Parties understand that the NYISO and RGE will
provide Customer with Interconnection Service of the following type for the term of this
Agreement.

3.1.1   Products.  The Parties understand that the NYISO will provide Energy
Resource Interconnection Service and Capacity Resource Interconnection Service to Customer.

3.1.2   RGE and the NYISO shall cause the Transmission System, RGE’s Interconnection Facilities, and the Joint Use Facilities owned by RGE to be operated,
Maintained and controlled in a safe and reliable manner in accordance with this Agreement, Good Utility Practice, and the Services Tariff and OATT.

3.1.3   Customer shall cause the Customer Interconnection Facilities and the

Joint Use Facilities owned by Customer to be operated, Maintained and controlled in a safe and reliable manner in accordance with this Agreement, Good Utility Practice, and the Services
Tariff and OATT.

3.2  No Transmission Delivery Service.  The execution of this Agreement does not
constitute a request for, nor agreement to provide, any Transmission Service under the Services
Tariff or OATT, and does not convey any right to deliver electricity to any specific customer
or point of delivery.  If Customer wishes to obtain Transmission Service on the Transmission

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Service Agreement No. 2484

System, then Customer must request such Transmission Service in accordance with the provisions of the Services Tariff and OATT.

3.3  No Other Services.  The execution of this Agreement does not constitute a request for, nor agreement to sell or purchase, Energy, Ancillary Services, or Installed
Capacity under the Services Tariff or OATT.  If Customer wishes to sell Energy, Ancillary Services, and Installed Capacity into the NYISO’s wholesale markets, Customer must make application to do so in accordance with the Services Tariff and OATT.

3.4 Interconnection Service.

3.4.1   RGE shall provide Customer with Interconnection Service over the RGE
Interconnection Facilities at the Points of Interconnection under the terms and conditions
specified in this Agreement.  During the term of this Agreement, RGE shall maintain the rating
of the RGE Interconnection Facilities that exists on the Effective Date; provided however, that
if Customer reduces the rating of the Customer Interconnection Facilities that exist on the
Effective Date other than for a temporary period of time, RGE shall be permitted to make a
corresponding reduction to the rating of the RGE Interconnection Facilities.  After such
reduction, if Customer then seeks to increase the rating of the Customer Interconnection
Facilities, Customer shall be responsible, in accordance with applicable tariffs or agreements
(including, if applicable, Article 5 of this Agreement) for costs and expenses incurred by RGE
in having to increase and maintain the rating of the RGE Interconnection Facilities to
accommodate Customer’s increase in rating.  The RGE Interconnection Facilities necessary to
interconnect the Plant to the Transmission System are set forth in Schedule A to this
Agreement.  Interconnection Service shall be provided under this Agreement only with respect

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Service Agreement No. 2484

to the Plant, and shall not include the interconnection of any other generating unit outside of the Plant, wherever located, to the Transmission System.

3.4.2   RGE does not guarantee the non-occurrence of, or warrant against, (a) any interruption in the availability of the RGE Interconnection Facilities or the Transmission System, or (b) damage to the Plant resulting from electrical transients, including short circuits (faults), or events of Force Majeure as defined in Article 11, except to the extent that such
interruption or damage is caused by the gross negligence or willful misconduct of RGE.
RGE’s liability for damages under this Section 3.4.2 arise only in the event of its gross
negligence or willful misconduct and shall be limited to the cost of the repair or replacement of Customer’s damaged facilities and/or equipment.

3.5  Licenses, Easements, and Rights-of-Way.

3.5.1   General.  The Points of Interconnection, and certain operational

procedures and practices for the RGE Interconnection Facilities, are referenced in Schedules A and D to this Agreement.  RGE shall have the right, upon written agreement with Customer, to revise Schedule A as necessary during the term of this Agreement.

3.5.2   Each Party (in this instance, the “Granting Party”) will provide to the

other Party (“Access Party”), upon the Access Party’s Reasonable request and at no cost to the
Access Party, such licenses, easements, and/or rights-of-way as the Access Party may require
to exercise its rights and carry out its obligations under this Agreement and to Maintain the
Transmission System, Interconnection Facilities, and/or Joint Use Facilities; provided,
however, that the Granting Party’s obligations under this Section 3.5.2 shall be limited to the
grant or provision of only those licenses, easements, and/or rights-of-way as are necessary or
required to support the Transmission System, Interconnection Facilities, and/or Joint Use

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Facilities to the extent that it is used in relation to the provision of Interconnection Service to
Customer or otherwise to satisfy a Party’s obligations under this Agreement; and provided
further that such access shall not unreasonably disrupt or interfere with the normal operations
of the Granting Party’s business and shall adhere to the safety rules and procedures established
in advance, as may be changed from time to time, by the Granting Party and provided to the
Access Party.  The Access Party shall indemnify the Granting Party against all claims of injury
or damage from third parties resulting from the exercise of the access rights provided for
herein.

3.5.3   The licenses, easements, and/or rights-of-way granted to either Party

under this Section 3.5 will remain in effect for so long as the Interconnection Facilities remain in service.  Such licenses, easements, and/or rights-of-way may not be revoked or terminated by the Granting Party during the term of this Agreement, and the Granting Party will not take any action that would impede, restrict, or diminish or otherwise interfere with any of the rights granted to the Access Party under this Section 3.5.  The Access Party will, at its sole cost and expense execute such documents, as may Reasonably be required, to establish record evidence of such licenses, easements, and/or right-of-way, and such documents shall be recorded by the Access Party, at its sole cost and expense.

3.5.4   Notwithstanding the foregoing, should a Party decide to permanently

abandon the use of any such license, easement, or right-of-way, or any portion of any of them, or if the Transmission System or Interconnection Facilities are removed from service, the Access Party will send the Granting Party written notice of such decision or event and the Access Party will cause a release of such license, easement, or right-of-way or portion thereof to be recorded at its sole cost and expense.

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3.5.5   If any part of the Interconnection Facilities or Joint Use Facilities is, or is to be, installed on property owned by persons other than RGE or Customer, RGE shall at
Customer’s expense use efforts similar in nature and extent to those that it typically undertakes for its own facilities, including use of its eminent domain authority, and to the extent consistent with state law, to procure from such persons any rights of use, licenses, rights of way and
easements that are necessary to construct, operate, and Maintain the Interconnection Facilities or Joint Use Facilities upon such property.

3.5.6   Notwithstanding any other provision of this Agreement to the contrary,
the provisions of this Section 3.5 shall survive the expiration, cancellation or termination of
this Agreement as long as Reasonably necessary so as to allow the Parties to dismantle and
remove the Transmission System, Interconnection Facilities, and/or Joint Use Facilities, as
applicable..

3.6 Facility and Equipment Maintenance.

3.6.1.  Customer shall Maintain the Plant to the extent required by and in

accordance with Good Utility Practice.  RGE shall Maintain the Transmission System to the
extent required by and in accordance with Good Utility Practice and all applicable laws,
regulations, and governmental orders.  Customer shall Maintain all common-use roadways and
accesses over Customer-owned lands to the Transmission System facilities to the extent
Reasonably required or necessary to provide Interconnection Service to Customer under this
Agreement.

3.6.2   At its sole expense, Customer shall Maintain in full force and effect all permits, licenses, rights-of-way, and other authorizations as may be required to Maintain the Customer Interconnection Facilities.

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3.6.3   At its sole expense, RGE shall Maintain in full force and effect all

permits, licenses, rights-of-way, and other authorizations as may be required to Maintain the Transmission System and RGE Interconnection Facilities.

3.6.4   RGE and Customer shall Maintain in full force and effect all permits, licenses, rights-of-way, and other authorizations as may be required to Maintain the Joint Use Facilities and split the costs associated with doing so.  Unless otherwise agreed between the Parties, RGE shall have primary responsibility to Maintain the Joint Use Facilities.

3.6.5   Customer shall be responsible to perform or to have performed routine inspections, maintenance, certifications, and tests on the Customer Interconnection Facilities in accordance with Good Utility Practice, including NYSEG/RGE Bulletin 86-01 and the Electric Switching and Tagging Applications and Rules, to the extent either is made applicable to
Customer under this Agreement.

3.6.6   RGE shall be responsible to perform or have performed routine

inspections, maintenance, certifications, and tests on the RGE Interconnection Facilities and
Joint Use Facilities in accordance with Good Utility Practice, including the requirements
specified in NYSEG/RGE Bulletin 86-01 and the Electric Switching and Tagging Applications
and Rules.

3.7 Equipment Testing Obligations.

3.7.1   RGE may Reasonably request, upon 24 hours’ notice and pursuant to

Good Utility Practice that Customer test, calibrate, verify, or validate the generating equipment
components of the Plant, the Customer Interconnection Facilities, and/or the Joint Use
Facilities owned by Customer.  Customer shall promptly comply with such a request.  All such
testing, calibrating, verifying, and validating shall be undertaken during Customer’s normal

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business hours for the Plant, Monday through Friday, except for federal holidays, unless there is an Emergency.  Customer shall be responsible for all Reasonable costs of testing,
calibrating, verifying or validating requested by RGE pursuant to this Section 3.7.1.

3.7.2   Customer shall supply to RGE, at RGE’s request, and at no cost to RGE,
one copy of inspection reports, installation and maintenance documents, test and calibration
records, verification, and validations related to the generating equipment components of the
Plant, the Customer Interconnection Facilities, and the Joint Use Facilities owned by
Customer.

3.7.3   Customer may Reasonably request, upon 24 hours’ notice and pursuant to Good Utility Practice, that RGE test, calibrate, verify, or validate the RGE Interconnection Facilities and/or the Joint Use Facilities owned by RGE, and RGE shall promptly comply with such a request.  All such testing, calibrating, verifying, and validating shall be undertaken
during normal business hours, Monday through Friday, except for federal holidays, unless
there is an Emergency.  RGE shall be responsible for all Reasonable costs RGE incurred in
complying with this Section 3.7.3.

3.7.4   RGE shall supply to Customer, at Customer’s request, and at no cost to Customer, one copy of all inspection reports, installation and maintenance documents, test and calibration records, verifications, and validations related to the RGE Interconnection Facilities and the Joint Use Facilities owned by RGE.

3.7.5   Under normal operating circumstances, each Party shall provide advance
verbal notice to the other Party of not less than 24-hours prior to undertaking work on the Joint
Use Facilities.  Each Party shall cooperate with the other in the inspection, maintenance, and
testing of the Joint Use Facilities so that, among other operations, the Party conducting the

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inspection, maintenance or testing (a) shall be granted Reasonable access to the Joint Use

Facilities; and (b) shall schedule such access to, and work on, the Joint Use Facilities so as not to interfere unreasonably with the activities of the other Party.

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3.8 New Construction or Modifications.

3.8.1   Unless otherwise required by law, regulation, or Good Utility Practice, RGE shall not be required at any time to upgrade or otherwise modify the Transmission
System or the RGE Interconnection Facilities.

3.8.2   Unless otherwise required by law, regulation, or Good Utility Practice, Customer shall not be required at any time to upgrade or otherwise modify the Customer Interconnection Facilities.

3.8.3   RGE may undertake additions, modifications, or replacements of the
Transmission System or the RGE Interconnection Facilities.  If such additions, modifications,
or replacements might Reasonably be expected to affect, in RGE’s Reasonable judgment,
Customer’s operation of the Plant, RGE shall provide Customer sixty (60) days prior written
notice of the necessity of the additions, modifications, or replacements prior to undertaking
such additions, modifications, or replacements.  If RGE is required to submit a filing to the
FERC regarding the necessity of the additions, modifications, or replacements, RGE shall
provide Customer with a copy of all such filing(s) concurrent with the electronic submission of
the filing to the FERC.  If Customer notifies RGE within such sixty (60) day period that RGE’s
proposed additions, modifications, or replacements could Reasonably be expected, in
Customer’s Reasonable judgment, to have an adverse impact on Customer’s operation of the
Plant, then RGE shall use Reasonable efforts to examine a Reasonable alternative design to
such addition, modification, or replacement to eliminate such adverse impact on Customer’s
operation of the Plant, and Customer shall provide to RGE such information and consultation
Reasonably required to enable RGE to complete such examination.  In no event shall RGE be
obligated to undertake an alternative design that will result in materially greater costs to RGE

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than those costs that would have been incurred under the initial design.  Any such additions,

modifications, or replacements shall comply with Good Utility Practice and all applicable laws, regulations, and governments orders.

3.8.4   If Customer plans any addition, modification, retirement or replacement
to the Plant or to the Customer Interconnection Facilities or otherwise plans a change to its
mode of operation (a “Customer Project”) that (a) will increase the capacity of the generating
equipment components of the Plant, or (b) could Reasonably be expected, in RGE’s
Reasonable judgment, to affect the Transmission System or the RGE Interconnection
Facilities, Customer shall submit sixty (60) days prior written notice briefly describing the
proposed Customer Project to RGE and thereafter shall submit to RGE any and all data,
information and documentation that RGE may Reasonably request related to such proposed
Customer Project.  Within sixty (60) days after RGE receives such data, information and
documentation, RGE shall notify Customer of (a) any additions, modifications and/or
replacements to the Transmission System ( “Transmission System Improvements”) or RGE
Interconnection Facilities (“Interconnection Facilities Improvements”) which would be
necessitated by the Customer Project, (b) an initial estimate of the design, construction, and
ongoing operating and maintenance costs for the Transmission System Improvements or
Interconnection Facilities Improvements which would be payable by Customer pursuant to
Sections 5.1 and 5.2, and (c) the length of time necessary to complete such Transmission
System Improvements or Interconnection Facilities Improvements (and related tasks,
approvals, and activities); provided, however, that should RGE determine that additional
information is required, RGE shall notify Customer of the need for the additional information
and RGE’s sixty (60) day period for notifying Customer shall be tolled while RGE awaits

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receipt of such additional information.  Any such Customer Project shall comply with Good Utility Practice.  Any addition, modification, or replacement to the Customer Interconnection Facilities associated with any such Customer Project shall be subject to the review and
acceptance of RGE, which review shall be based on Good Utility Practice, and which
acceptance shall not unreasonably be withheld, conditioned, or delayed.

3.8.5   In accordance with Article 5, Customer shall reimburse RGE for:  (a) all
Reasonable costs and expenses described and permitted in Sections 5.1 and 5.2 which are
incurred by RGE for the design, engineering, procurement, construction, installation, and any
start up testing of any Transmission System Improvements or Interconnection Facilities
Improvements, required as a result of a Customer Project, regardless of whether the Customer
Project enters (or has entered into) service, or is interconnected with the Transmission System,

(b) any Reasonable costs described and permitted in Section 5.2 which are incurred by RGE to
operate and maintain such Transmission System Improvements or Interconnection Facilities
Improvements; provided, however, that RGE shall not seek or be entitled to reimbursement of
any such costs or expenses to the extent they are properly included or includable in RGE’s
capital accounts or rate base for recovery from RGE’s ratepayers.  RGE shall not undertake
construction of the Transmission System Improvements or Interconnection Facilities
Improvements until Customer provides written notice of its intent to proceed with the
Customer Project.

3.8.6   RGE’s acceptance of Customer’s interconnection plans and

specifications for any proposed additions, modifications or replacements of the generating

equipment components of the Plant, the Customer Interconnection Facilities, and/or the Joint
Use Facilities owned by Customer, and RGE’s participation in interconnected operations with

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Customer, are not and shall not be construed as:  (a) a confirmation or endorsement of the
design of the generating equipment components of the Plant, the Customer Interconnection
Facilities; and/or the Joint Use Facilities owned by Customer; (b) a warranty of the safety,
durability or reliability of the generating equipment components of the Plant, the Customer
Interconnection Facilities, and/or the Joint Use Facilities owned by Customer; or (c) creating
responsibility of the strength, details of design, adequacy, or capability of the generating

equipment components of the Plant, the Customer Interconnection Facilities, and/or the Joint use Facilities owned by Customer.

3.8.7   Notwithstanding anything to the contrary set forth herein, all work

performed in connection with the construction, installation, and maintenance of additions,

modifications, or replacements to the Plant that requires the performance of any activities that
may physically affect, in Customer’s Reasonable judgment, the Transmission System , shall be
performed only by Customer or by contractors selected by Customer based on Good Utility
Practice.

3.8.8   If RGE is required (in order to comply with an order of a governmental
or regulatory agency or the NYISO) at any time to invest in any new equipment or facilities, or
to modify (including an addition) or replace any part of the RGE Interconnection Facilities, (a
“Regulatory Upgrade”) in order to provide Interconnection Service, Customer shall reimburse
RGE for:  (a) all of its Reasonable costs and expenses described and permitted in Sections 5.1
and 5.2 which are incurred by RGE for the design, engineering, procurement, construction,

installation, and any start up testing of any Regulatory Upgrade, and (b) any Reasonable costs described and permitted in Sections 5.1 and 5.2 which are incurred by RGE to operate and Maintain such Regulatory Upgrade.

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3.8.9   Customer shall compensate RGE, in accordance with Article 5 of this
Agreement, for all Reasonable costs and expenses described and permitted in Article 5 which
are incurred by RGE in modifying, replacing or adding to the RGE Interconnection Facilities
as required by Good Utility Practice (the “GUP Upgrades”) to permit RGE to exercise its
rights and fulfill its obligations under this Agreement; provided, however that:  (a) Customer
shall have no obligation to reimburse any costs of any GUP Upgrade made by RGE without it
having first provided thirty (30) days written notice of such GUP Upgrade, which notice shall
include a brief description of such GUP Upgrade and an estimate of the cost thereof; and (b)
RGE shall not seek, or be entitled to reimbursement of any of such costs or expenses to the
extent that they are properly included or includable in RGE’s capital accounts or rate base for
recovery from RGE’s ratepayers.  Costs associated with Transmission System Improvements,
Regulatory Upgrades, and GUP Upgrades shall not be included or includable in RGE’s capital
accounts or rate base for recovery from ratepayers to the extent that the improvement or
upgrade was needed, as demonstrated in a writing provided by RGE to Customer, to
interconnect the Plant to the Transmission System and to accept and/or purchase power from
Customer in the event Customer and RGE decide to enter into a separate agreement related to
such power purchases in order to allow Customer to maintain its PURPA status. The Parties
agree that certain upgrade costs may be incurred by RGE with respect to facilities that serve a
dual purpose in both permitting Customer to take power from the Transmission System and to
transmit power to the Transmission System.  With regard to such dual purpose facilities, RGE
would not seek to recover from ratepayers, and Customer would be responsible for, that part of
the dual purpose upgrade costs that would not have been incurred had RGE not been required

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to interconnect the Plant to the Transmission System and/or enter into a power purchase agreement for the purpose stated above.

3.8.10 Customer shall modify, at its sole cost and expense, the Customer

Interconnection Facilities, as may be Reasonably required to conform to Good Utility Practice.
Upon completion of any additions, modification, or replacements to the Customer
Interconnection Facilities, that may Reasonably be expected, in Customer’s sole judgment to
affect the Transmission System, but no later than ninety (90) days thereafter, Customer shall
issue one copy of “as built” drawings to RGE.  Upon RGE’s completion of any Transmission
System Improvements, GUP Upgrades, or Regulatory Upgrades as contemplated in Sections

3.8.4, 3.8.9, or 3.8.8, respectively, but no later than ninety (90) days thereafter, RGE shall issue one copy of “as built” drawings to Customer.

3.9  Inspections.  Upon 24 hours’ notice, and during Customer’s normal business
hours, Monday through Friday, except for federal holidays, RGE shall, at its own expense,
have the right to inspect or observe all maintenance activities, equipment tests, installation
work, construction work, and modification work to the generating equipment component of the Plant, the Customer Interconnection Facilities, and/or the Joint Use Facilities owned by
Customer.  If RGE observes any deficiencies or defects with respect thereto that might
Reasonably be expected to adversely affect the Transmission System, including the RGE
Interconnection Facilities, RGE shall notify Customer, and Customer shall make such
corrections as are necessitate by Good Utility Practice.

3.10  Information Reporting Obligations.

3.10.1 Customer shall promptly provide RGE with all relevant information,
documents, or data related to or associated with the generating equipment components of the

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Plant, the Customer Interconnection Facilities, and/or the Joint Use Facilities owned by

Customer that would be expected to affect the Transmission System, and which is Reasonably requested by NERC, NPCC, NYISO, FERC, NYPSC, or by RGE, which disclosure shall be subject to Reasonable restrictions required by Customer  regarding the disclosure of
commercially sensitive information or Critical Energy Infrastructure Information (as that term is defined at 18 CFR § 388.113) provided by Customer.

3.10.2 Customer shall supply accurate, complete, and reliable information in response to Reasonable data requests necessary for operations, maintenance, regulatory
requirements, and analysis of the Transmission System.  Such information may include
metered values for MW, MVAR, voltage, current, amperage, automatic voltage regulator
status, automatic frequency control, dispatch, frequency, breaker status indication, or any other information related to or associated with the generating equipment components of the Plant,
the Customer Interconnection Facilities, and/or the Joint use Facilities owned by Customer and Reasonably required by RGE for reliable operation of the Transmission System pursuant to
Good Utility Practice and/or applicable laws, regulations, and governmental orders.  As of the Effective Date, such data that Customer needs to provide is set forth in Schedule I of this
Agreement, and such data may be revised by mutual agreement.

3.10.3 Information pertaining to energy transfer through the Customer

Interconnection Facilities shall be gathered by RGE through its current equipment for

electronic transmittal to RGE using one or more of, but not limited to, the following:  SCADA equipment, remote terminal unit (“RTU”) equipment, remote access pulse recorders, or analog telemetry.  Information pertaining to RGE Interconnection Facility parameters shall be
obtained from RGE’s RTUs in accordance with Schedule A to this Agreement.

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3.11 Revenue Metering.

3.11.1 RGE shall own and Maintain (at RGE’s sole cost and expense), and

have the right to change the location of, all Revenue Meters and instrument transformers and
appurtenances associated with Revenue Meters, analog equipment (transducers and telemetry),
conduct meter accuracy and tolerance tests, and prepare all calibration reports required for
equipment that measures energy transfers between and RGE.  All meter accuracy and tolerance
testing hereunder shall be in accordance with Good Utility Practice.  RGE shall notify , as far
as practicable but not less than 24 hours in advance of such testing, and, at  option, may have a
representative present during such testing.  A list of the current metering equipment is provided
in Schedule G.

3.11.2  If at any time any Revenue Metering and analog equipment is found to
be inaccurate by a margin of greater than that allowed under the applicable regulatory criteria,
rules, and standards, such Revenue Metering and analog equipment shall be made accurate or
replaced at RGE’s expense.  Meter readings for the period of inaccuracy shall be adjusted
insofar as the extent of the inaccuracy can be Reasonably ascertained by using Customer’s
parallel metering.  Each Party shall comply with any Reasonable request of the other
concerning the sealing of Revenue Meters, the presence of a representative of the other Party
when the seals are broken and the tests are made, and other matters affecting the accuracy of
the measurement of energy sold in the NYISO’s wholesale markets.  If either Party believes
that there has been a Revenue meter or analog equipment failure or stoppage, it shall
immediately notify the other Party thereof.

3.11.3 If at any time a Generator Meter or other analog equipment is found to
be inaccurate by a margin of greater than that allowed under the applicable regulatory criteria,

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rules, and standards, such Generator Meter or analog equipment shall be made accurate or

replaced at Customer’s expense.  Each Party shall comply with any Reasonable request of the other concerning the sealing of Generator Meters, the presence of a representative of the other Party when the seals are broken and the tests are made, and other matters affecting the
accuracy of the measurement of energy sold in the NYISO’s wholesale markets.  If either Party believes that there has been a Generator Meter or analog equipment failure or stoppage, it shall immediately notify the other Party thereof.

3.11.4 RGE shall own and Maintain, at RGE’s expense, all additional or

updated metering and associated equipment needed in accordance with Good Utility Practice.

3.11.5 RGE shall own and Maintain, at RGE’s expense, equipment for real-
time communications, real-time power (real and reactive), hourly kWh information, and such
other information as required by RGE related to the operation of the Revenue Meters and
Generator Meters.  Customer shall maintain operating telephone links to provide information
deemed necessary by the NYISO, or as Reasonably deemed necessary by RGE, to integrate
operation of the Plant with the Transmission System.  This section 3.3.11.5 shall only apply to
Customer with respect to communication equipment installed or modified after the Effective
Date.

3.12  Remote Terminal Units.  RGE shall Maintain, and own its RTUs at the

Customer’s Interconnection Facilities as specified in Schedule A to this Agreement.  (A list of the data currently provided to RGE from the RTUs is listed in Schedule H of this Agreement.) RGE and Customer recognize that the RTU requirements may require revision to the extent Customer elects to participate in the NYISO.  RGE shall not be responsible for Maintaining, at its expense, Customer’s RTUs at the Customer interconnection Facilities.

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3.13 Emergency Procedure.

3.13.1 In accordance with the operating procedures (see Exhibit F), RGE shall provide Customer’s electric dispatcher with prompt verbal notification of Emergencies
affecting the Transmission System that may Reasonably be expected to affect Customer’s
operation of the Plant, and Customer shall provide RGE and the NYISO with prompt verbal notification of Emergencies which might Reasonably be expected to affect the Transmission System and/or RGE’s operations.  Such notification shall describe the Emergency, the extent of the damage or deficiency, the anticipated length of the outage, and the corrective action
taken and/or to be taken.  RGE shall follow up as soon as practicable with written notification in accordance with Article 19 of this Agreement.

3.13.2 If in the good faith judgment of a Party, an Emergency endangers or might endanger life or property, the Party recognizing the problem shall take such immediate action as is Reasonable and necessary to prevent, avoid, or mitigate injury, danger, and loss; provided that no Party shall be liable to the other Party for any action taken in response to an Emergency so long as such action or response was made in good faith and was consistent with Good Utility Practice and the Services Tariff and OATT.

3.13.3 Either or both Parties and/or the NYISO may, consistent with Good
Utility Practice, take whatever actions or inactions it or they deem necessary during an
Emergency to: (a) preserve public health and safety; (b) preserve the integrity of the
Transmission System, RGE’s distribution system, or the Plant, as applicable; (c) limit or
prevent damage; and (d) expedite restoration of service.  Customer shall have the right at its
option to disconnect the Plant from the Transmission System, in accordance with disconnect
procedures that reflect Good Utility Practice, until normal operations are restored.

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3.14  Interconnection Service Interruptions.

3.14.1 If at any time, in the Reasonable exercise of the RGE’s or the NYISO’s judgment, exercised in accordance with Good Utility practice or in accordance with the
Services Tariff or the OATT, the operation of the Plant would have an adverse impact on the
quality of distribution service rendered by RGE, or would interfere with the safe and reliable
operation of the Transmission System, RGE or the NYISO, as applicable, may discontinue
Interconnection Service and/or curtail, interrupt or reduce energy delivered from the Plant until the conditions has been corrected.

3.14.2 Unless RGE or the NYISO perceives that an Emergency exists, or that the risk of one is imminent, RGE or the NYISO shall give Customer’s electric dispatcher
Reasonable verbal notice, in accordance with the operating procedures (see Exhibit F), of its intention to discontinue, curtail, interrupt or reduce Customer’s Interconnection Service in
response to an interfering condition, and, where practical, allow suitable time for Customer to remove the interfering condition before any such discontinuation, curtailment, interruption or reduction of service under this Section 3.14 shall be made pursuant to Good Utility Practice and/or the NYISO’s Services Tariff or OATT

3.14.3 Separate from an Emergency or interfering condition, RGE may be

required to request Customer to reduce or discontinue its Interconnection Service, if such

Interconnection Service could adversely impact RGE’s ability to perform such activities as are
necessary to safely and reliably operate and maintain the Transmission System.  Except in
cases of Emergency, Customer will reduce or discontinue its Interconnection Service within 30
minutes following a request from RGE that Customer reduce or discontinue its Interconnection
Service.  RGE shall not be liable to Customer for any damages or losses suffered by Customer

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as a result of reduction or discontinuance of deliveries of electricity to Customer pursuant to this Section 3.14.3.

3.14.4 In the event of any discontinuation, curtailment, interruption or

reduction, and in accordance with the operating procedures (see Exhibit F), RGE shall

promptly confer with Customer’s electric dispatcher regarding the interfering conditions that
gave rise to the discontinuation, curtailment, interruption or reduction, and RGE shall give
Customer RGE’s recommendation concerning the timely correction thereof.  In the event
Interconnection Service is discontinued, curtailed, interrupted or reduced under this Section

3.14 due to RGE’s failure to Maintain the RGE Interconnection Facilities or Joint Use

Facilities owned by RGE, to the extent required by, and in accordance with, Good Utility

Practice and the NYISO’s Services Tariff and OATT, as applicable, and subject to any power purchase agreement between the Parties, RGE shall compensate Customer for the costs
Reasonably incurred by Customer that are attributable to the discontinuation, curtailment,
interruption or reduction and restoration of Interconnection Service , but only to the extent
RGE’s failure stems from RGE’s gross negligence or willful misconduct.  RGE shall restore full Interconnection Service as soon as practicable consistent with Good Utility Practice and the NYISO’s Services Tariff and OATT.

3.15  Scheduled Maintenance Notification and Coordination.  RGE shall, as soon as
practicable, and in accordance with the operating procedures (see Exhibit F), give written
notice to Customer’s electric dispatcher regarding the timing of any scheduled maintenance of
the Transmission System which might Reasonably be expected to affect the operation of the
Plant.  RGE shall, to the extent practicable, schedule any testing, shutdown, or withdrawal of
those aspects of the Transmission System to coincide with Customer’s scheduled outages of

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the Customer Interconnection Facilities.  In the event RGE is unable to schedule the outage of
its facilities to coincide with Customer’s schedule, RGE shall use all Reasonable efforts to
notify Customer in advance of the reasons for the facilities’ outage, of the time scheduled for
the outage to take place, and of its expected duration.  If RGE does schedule the outage of
those aspects of the Transmission System to coincide with Customer’s schedule, then RGE
shall not be obligated to, and shall be free from any liability for failing to, modify its
maintenance schedule to accommodate Customer’s desire to modify its outage (including the
length of such outage) once such outage has commenced.  The Parties shall use Reasonable
efforts to coordinate the maintenance scheduling for their respective Interconnection Facilities.
Customer shall, as soon as practicable and in accordance with the operating procedures (see
Exhibit F), give written notice to RGE and the NYISO regarding the timing of any scheduled
maintenance of the Customer Interconnection Facilities which might Reasonably be expected
to affect the operation of the Transmission System.  Customer shall, to the extent practicable,
schedule any testing, shutdown, or withdrawal of these facilities to coincide with RGE’s
scheduled outage of the RGE Interconnection Facilities.

3.16 Safety

3.16.1 General.  Subject to Article 9, RGE and Customer agree to be solely

responsible for, and assume all liability for, the safety and supervision of their own employees, agents, representatives, and subcontractors.

3.16.2 RGE and Customer agree that all work performed by either Party which might Reasonably be expected to affect the operations of the other Party shall be performed in accordance with all applicable laws, rules, and regulations pertaining to the safety of persons or property, and Good Utility Practice.

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3.17  Electric Switching and Tagging Applications and Rules.

3.17.1 RGE shall comply with the Electric Switching and Tagging Applications
and Rules, as the same may be amended or superseded, at the Points of Interconnection.  RGE
will notify Customer of any changes in the Electric Switching and Tagging Applications and
Rules.

3.17.2 Customer shall be responsible for all switching, tagging and mark-ups
on Customer’s side of the Points of Interconnection, as such points are set forth in Schedule D
to this Agreement, in accordance with RGE’s switching and tagging rules.  RGE shall maintain
and be responsible for all switching, tagging, and mark-ups at the Points of Interconnection,
and on RGE’s side of the Points of Interconnection; provided, however, that RGE shall
perform switching, tagging and mark-ups with respect to RGE’s equipment and facilities,
including Joint Use Facilities owned by RGE, located on Customer’s side of the Points of
Interconnection.

3.17.3 Customer, in accordance with the Good Utility Practice, shall be responsible for training and testing its operators for inclusion on a Joint Tag List.

ARTICLE 4

OPERATIONS

4.1 General.

4.1.1    RGE and Customer agree to operate the Plant (as applicable), any

facilities, or equipment that might Reasonably be expected to have an impact on the operations
of the other Party in a safe and efficient manner and in accordance with all applicable federal,
state, and local laws, the rules, regulations and codes of governmental agencies with
jurisdiction over the Parties and/or the facilities or equipment, and Good Utility Practice.

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4.1.2   RGE and Customer agree to operate the RGE Interconnection Facilities
and Customer Interconnection Facilities, respectively, in accordance with the directives of the
NYISO.

4.1.3   At its cost and expense, Customer shall be required to comply with the Reasonable and lawful requests, orders and directives of RGE concerning the operation of the Customer Interconnection Facilities to the extent such requests, orders, or directives of RGE are issued pursuant to Good Utility Practice, and are not discriminatory.

4.1.4   In the event Customer believes that a request, order, or directive of RGE is inconsistent with the provisions of Section 4.1.1, it shall nevertheless comply with the
request, order, or directive of RGE pending resolution of the dispute under Article 12 of this Agreement.  The Parties agree to cooperate in good faith to expedite the resolution of any
disputes arising under this Section 4.1.4.

4.2 Customer’s Operating Obligations.

4.2.1   Customer is responsible for the proper synchronization of the Plant to
the Transmission System.  Customer shall request permission from RGE’s dispatch personnel,
or the NYISO, prior to opening and/or closing circuit breakers of the RGE Interconnection
Facilities in accordance with the Electric Switching and Tagging Applications and Rules.

4.2.2   Customer shall advise RGE, if requested, of the Plant’s capabilities, if any, of participation in system restoration and black start procedures.

4.2.3   The electrical supply to the Points of Interconnection shall be in the form of three-phase 60 Hz alternating current at the nominal system voltage at the Points of Interconnection.

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4.3  Voltage or Reactive Control Requirements.

4.3.1   Except as provided in applicable tariffs or the Standby Service

Agreement between RGE and Customer, dated October 1, 2004, Customer shall operate the

Plant to maintain a power factor of 0.85 or higher at the Points of Interconnection.  If Customer
fails to maintain a power factor of 0.85 or higher at the Points of Interconnection, Customer
shall, at Customer’s election, either (a) reimburse RGE for all costs and expenses incurred by
RGE for installing, repairing, or replacing equipment used to maintain the capability for
Customer to operate the Plant at a power factor of 0.85 or higher at the Points of
Interconnection, or (b) pay to RGE the higher of (i) $0.60 per reactive kilovolt-ampere, or (ii)

the reactive power charge found in any applicable RGE tariff approved by the NYPSC or

FERC, as applicable.  In an Emergency, and if the capabilities of the Plant permit, the NYISO may request Customer to raise or lower the voltage at the Points of Interconnection which may result in providing reactive power to the Transmission System or absorbing reactive power from the Transmission System.

4.3.2   Customer shall, with respect to operation of the Customer

Interconnection Facilities, comply with the NYISO’s system restoration procedures, as set forth in the NYISO Emergency Operations Manual and NYISO System Restoration Manual, and any successor manuals, and with RGE’s local system restoration plan, which plan shall be provided to Customer by RGE upon Customer’s request.

4.3.3   RGE or the NYISO may from time to time Reasonably request, order, or
direct Customer to adjust the controls of the Customer Interconnection Facilities, within the
capabilities of the Plant and subject to Customer’s Host Load obligations, that impact the
Transmission System.  Customer agrees to comply with such requests, orders, or directions.

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4.3.4   If RGE determines that any of the Customer Interconnection Facilities or associated equipment fail to perform as designed, or that Customer has failed to perform
proper testing or maintenance of such equipment, RGE will notify Customer to take corrective action, and will specify a Reasonable deadline by which such corrective actions must be
completed.  On or before such deadline, Customer must demonstrate to RGE’s Reasonable
satisfaction that Customer has initiated such corrective actions.  If Customer fails to
demonstrate to RGE’s Reasonable satisfaction that it has initiated or completed such corrective actions within the specified deadline, RGE may open the interconnection between RGE and Customer until such corrective action is initiated or completed.

4.4 Auditing of Accounts and Records.

Within two (2) years following a calendar year, Customer and RGE shall have the right,

during normal business hours, to audit each other’s accounts and records pertaining to

transactions under this Agreement for that calendar year at the offices where such accounts and
records are maintained; provided, however, that appropriate notice shall have been given prior
to any audit, and provided further that the audit shall be limited to those portions of such
accounts and records that relate to the transactions at issue.  The Party being audited will be
entitled to review the audit report and nay supporting materials.  To the extent that audited
information includes confidential information, the auditing Party shall designate an
independent auditor to perform such audit.  If an audit by a Party determines that an
overpayment or an underpayment has occurred, a notice of such overpayment or underpayment
shall be given to the other Party together with those records from the audit which support such
determination.

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ARTICLE 5

COST RESPONSIBILITIES AND BILLING PROCEDURES

5.1  Cost Responsibilities for Interconnection Service.

5.1.1   Customer will pay RGE the Reasonable costs actually incurred for the
design, engineering, procurement, construction, installation and/or start up testing of the
Transmission System Improvements (as described in Section 3.8.4), the GUP Upgrades (as
described in section 3.8.9) and the Regulatory Upgrades (as described in Section 3.8.8)
(together, the “RGE Projects”).  Such reimbursable costs under this Section 5.1 shall include,
without limitation: (i) RGE’s labor costs; (ii) costs of materials and equipment; (iii) contractor
costs; (iv) any taxes or governmental fees incurred a direct result of the RGE Projects; (v)
administrative and general expenses incurred as a direct result of the RGE Projects; (vi)
permitting and licensing costs and expenses; and (vii) other related costs incurred as a direct
result of the RGE Projects; but shall not include any of such costs or expenses to the extent that
they are properly includable in RGE’s capital accounts or rate base for recovery from RGE’s
ratepayers.

5.1.2   Customer will pay RGE an amount equal to the estimated cost of any
RGE Projects which may be undertaken in accordance with this Agreement, which estimated
costs shall be subject to adjustment in accordance with Section 5.1.4 below.  Customer will
reimburse RGE (on an after-tax basis) for any taxes that are actually incurred by RGE as a
result of a determination by the Internal Revenue Service pursuant to Section 118(b) of the
Code of 1986, as amended, that the facilities or equipment installed by RGE or a portion

thereof was a “Contribution-In-Aid-Of-Construction.”  RGE acknowledges Customer’s right to
participate in any negotiations or litigation with the Internal Revenue Service on this matter.
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Customer will be liable to RGE for payment immediately upon notice from RGE to Customer that the Internal Revenue Service has made a final determination.

5.1.3   If a portion of the costs paid by Customer to RGE pursuant to Section

5.1.2 is included in RGE’s revenue requirement and recovered from RGE ratepayers, RGE will refund to Customer that portion of the costs paid by Customer that are so included in the
applicable revenue requirement.

5.1.4   All payments required under this Section 5.1 will be determined initially
by RGE on an estimated basis, and then adjusted for actual costs incurred.  When the actual
costs resulting from this Section 5.1 are known, RGE will issue a Final Report to Customer
showing such actual costs in Reasonable detail.  RGE will determine the difference between
the estimated costs already paid by Customer and the actual costs of the RGE Projects which
are reimbursable as described in this Section 5.1.  To the extent that the actual costs incurred
by RGE exceed the estimated costs paid by Customer, Customer will pay RGE an amount
equal to the difference between the amount paid by Customer and the actual costs.  To the
extent the estimated costs paid by Customer exceed the actual costs incurred by RGE, RGE
will refund the difference between the actual costs and the amount paid by Customer,
Payments pursuant to this Section 5.1 will be made within forty-five (45) days of the date RGE
delivers its Final Report to Customer for the actual costs incurred.

5.1.5   Customer will pay to RGE any amounts due under this Section 5.1 in
accordance with a payment schedule to be determined by mutual agreement of the Parties.

5.1.6   If Customer for whatever reason goes out of business or otherwise

abandons the Plant and any RGE Projects have already been partially or completely

constructed, Customer will be responsible for reimbursing RGE for all of the unrecovered costs

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payable under this Section 5.1 that would not have been incurred by RGE but for this Agreement.

5.1.7   Except as otherwise provided in this Section 5.1.7, Customer will be

responsible for all costs relative to Customer’s allocated share of the RGE Interconnection

Facilities described in Schedule A to this Agreement.  Customer’s monthly costs and expenses
associated with the operation and maintenance of the RGE Interconnection Facilities will be as
set forth in Schedule C attached hereto.  Customer shall not be responsible for the costs of
operation, maintenance, repairs or any other expenses of RGE associated with the RGE
Interconnection Facilities or the Transmission System or Joint use Facilities owned by RGE
which are in place as of March 16, 2006, but instead this Section 5.1.7 shall apply only with
respect to operation, maintenance, repair and similar costs associated with additions,
modifications or replacements of the RGE Interconnection Facilities or the Transmission
System in connection with the RGE Projects undertaken by RGE in accordance with Article 3
hereof subsequent to March 16, 2006.  RGE shall update Schedule C periodically, and after
consultation with Customer, to the extent required to reflect the costs and expenses associated
with additions, modifications, or replacements of the RGE Interconnection Facilities or the
Transmission System required in accordance with Article 3 hereof.

5.2  Cost Responsibilities for Services.  For services which have identified price/rate schedules set forth herein, payment shall be in accordance with said schedules as in effect from time to time.  For services which require reimbursement but do not have identified price/rate schedules, the Parties shall, to the extent practicable, agree upon the price/rate prior to the
performance or provision of said services.

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5.3 Billing Procedures.

5.3.1   Within ten (10) days after the first day of each month, each Party shall prepare an invoice for those reimbursable services provided to the other Party under this Agreement during the preceding month.

5.3.2   Each invoice shall delineate the month in which the services were

provided, shall fully describe the services rendered, and shall be itemized to reflect the services performed or provided.

5.3.3   The invoice shall be paid within forty-five (45) days of issuance.  All payments shall be made in immediately available funds payable to the other Party, or by wire transfer to a bank named and account designated by the invoicing Party.

5.4 Interest on Unpaid Balances.

Interest on any unpaid amounts (including amounts placed in escrow) shall be calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R.
§35.19a(a)(2)(iii).  Interest on delinquent amounts shall be calculated from the due date of the bill to the date of payment.  When payments are made by mail, bills shall be considered as having been paid on the date of receipt by the other Party.

5.5  Billing Disputes:  Acceptance of Partial Payments.  In the event of a billing
dispute between RGE and Customer, each Party shall continue to provide services as long as
both Parties (a) continue to make all payments not in dispute, and (b) when the disputed
amount exceeds $50,000, the Parties agree to place the disputed amount into an interest-
bearing escrow account pending resolution of such dispute, in accordance with an escrow

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agreement to be negotiated between the Parties under which the Party owed the disputed

amount shall select an independent escrow agent.  Acceptance by either Party of partial

payment of an amount invoiced or otherwise due from the other Party shall not constitute

waiver by the accepting Party of any claim for the unpaid amount.  As part of the resolution of
the disputed amount, the Parties shall determine the disposition of any interest accrued on the
funds placed in the escrow account.  Any directives to the escrow agent to release funds from
the escrow account shall be on at least one (1) business day’s notice to the other Party.

ARTICLE 6

DOCUMENTATION

6.1  Drawings.  Each Party shall be responsible for drawing updates and corrections to its respective drawings of the RGE Interconnection Facilities or the Customer
Interconnection Facilities, respectively, and shall provide copies thereof to the other Party, at the expense of the other Party, as soon as practicable after the updates or corrections are made. The Parties shall develop mutually agreeable procedures for updating drawings.

ARTICLE 7

CONFIDENTIALITY

7.1  Confidentiality of RGE.   RGE shall hold in confidence, unless required to be
disclosed by judicial or administrative process or other provisions of law, all documents and
information furnished by Customer in connection with this Agreement which is conspicuously
marked “Confidential”; except to the extent that such information or documents are (a)
generally available to the public other than as a result of a disclosure by RGE, (b) available to
RGE on a non-confidential basis prior to disclosure to RGE by Customer, or (c) available to
RGE on a non-confidential basis from a source other than Customer, provided that such source
is not known, and by Reasonable effort could not be known, by RGE to be bound by a

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confidentiality agreement with Customer, or otherwise prohibited from transmitting the

information to RGE by a contractual, legal or fiduciary obligation.  RGE shall not release or

disclose such information to any other person, except to its employees on a need-to-know basis
who have been advised of the confidentiality provisions of this Section 7.1 and have agreed in
writing to comply with such provisions.  RGE shall promptly (and in any case prior to sharing
any confidential information of Customer) notify Customer if it receives notice or otherwise
concludes that the production of any information subject to this Section 7.1 is being sought
under any provision of law so that Customer may oppose such request.  RGE may utilize
information subject to this Section 7.1 in any proceeding under Article 12 of this Agreement,
subject to a confidentiality agreement with the participants of the dispute resolution process.

7.2  Confidentiality of Customer.  Customer shall hold in confidence, unless

required to be disclosed by judicial or administrative process or other provisions of law, all

documents and information furnished by RGE in connection with this Agreement which is

conspicuously marked “Confidential”, except to the extent that such information or documents
are (a) generally available to the public other than as a result of a disclosure by Customer, (b)
available to Customer on a non-confidential basis prior to disclosure to Customer by RGE, or

(c) available to Customer on a non-confidential basis from a source other than RGE, provided
that such source is not known, and by Reasonable effort could not be known, by Customer to
be bound by a confidentiality agreement with RGE or otherwise prohibited from transmitting
the information to Customer by a contractual, legal or fiduciary obligation.  Customer shall not
release or disclose such information to any other person, except its employees on a need-to-
know basis who have first been advised of the confidentiality provisions of this Section 7.2 and
have agreed to comply in writing with such provisions.  Customer shall promptly (and in any

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case prior to sharing any confidential information of RGE) notify RGE if it receives notice or
otherwise concludes that the production of any information subject to this Section 7.2 is being
south under any provision of law so that RGE may oppose such request.  Customer may utilize
information subject to this Section 7.2 in any proceeding under Article 12 of this Agreement,
subject to a confidentiality agreement with the participants to the dispute resolution process.

7.3  Confidentiality of Audits.   The independent auditor performing any audit, as referred to in Section 4.3 of this Agreement, shall be subject to a confidentiality agreement between the auditor and the Party being audited.  The report of such auditor, and any other information produced by the auditor in connection with such audit, shall be treated as
confidential information of the Party being audited for purposes of Sections 7.1 or 7.2 above, as the case may be, for all purposes under this Agreement and without the necessity of such report being conspicuously marked “Confidential”.

7.4  Remedies.   The Parties agree that monetary damages would be inadequate to compensate a Party for the other Party’s breach of its obligations under this Article 7.  Each
Party accordingly agrees, subject to Article 18 of this Agreement, that the other Party shall be entitled to equitable relief, by way of injunction or otherwise, if the first Party breaches or
threatens to breach its obligations under this Article, which equitable relief shall be granted
without bond or proof of damages, and the receiving Party shall not plead in defense that there would be an adequate remedy at law.

7.5  Disclosure to FERC, its Staff, or a State.  Notwithstanding anything in this
Article 7 to the contrary, and pursuant to 18 CFR § 1b.20, if the FERC or its staff, during the
course of an investigation or otherwise, requests information from one of the Parties that is
otherwise required to be maintained in confidence pursuant to this Agreement or the OATT,

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the Party shall provide the requested information to the FERC or its staff, within the time

provided for in the request for information.  In providing the information to the FERC or its

staff, the Party must, consistent with 18 CFR § 388.112, request that the information be treated
as confidential and non-public by the FERC and its staff and that the information be withheld
from public disclosure.  Each Party is prohibited from notifying the other Party to this
Agreement prior to the release of the confidential information to the FERC or its staff. The
Party shall notify the other Party to the Agreement when it is notified by FERC or its staff that
a request to release confidential information has been received by FERC, at which time the
Parties may respond before such information would be made public, pursuant to 18 CFR §
388.112.  Requests from a state regulatory body conducting a confidential investigation shall
be treated in a similar manner if consistent with the applicable state rules and regulations. A
Party shall not be liable for any losses, consequential or otherwise, resulting from that Party
divulging confidential information pursuant to a FERC or state regulatory body request under
this paragraph.

ARTICLE 8

EVENTS OF DEFAULT

8.1. Events of Default.  Any of the following shall constitute an event of default

under this Agreement:

(a) The failure to pay any amount when due and the non-paying Party does

not cure such failure within thirty (30) calendar days after notice of such non-payment from the

other Party;

(b)  A breach of any other term or condition of this Agreement, including,

but not limited to, the breach of a representation, warranty or covenant made in this

Agreement, if such breach is not cured within thirty (30) days after notice to the breaching
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Party, provided that if such breach cannot Reasonably be cured within such thirty (30) day

period, then the breaching Party shall have such additional time as is Reasonable to effect such cure without being in default under this Agreement, provided however that such Party shall commence the cure of such breach within such thirty (30) day period and shall proceed to
complete such cure with Reasonable diligence;

(c) The appointment of a receiver or liquidator or trustee for either Party or

of any property of a Party, and such receiver, liquidator or trustee is not discharged within sixty

(60) days;

(d) The entry of a decree adjudicating a Party or any substantial part of the

property of a Party bankrupt or insolvent, and such decree is continued undischarged and

unstayed for a period of sixty (60) days; or

(e) The filing of a voluntary petition in bankruptcy under any provision of

any federal or state bankruptcy law by a Party.

(f) For the avoidance of doubt, no breach shall exist where a Party’s failure

to discharge an obligation (other than the payment of money) under this Agreement is the

result of a force majeure as defined in Article 11 or the result of an act or omission of the

Party.

8.2 Notice, Cure, and Remedies.

(a) Upon the occurrence of an event of default, the Party not in default may

give written notice of the default to the defaulting Party.  Such notice shall set forth, in Reasonable detail, the nature of the default and, where known and applicable, the steps necessary to cure such default.

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(b)  If the defaulting Party fails to cure such default or take such steps as

provided under subparagraph (a) above, this Agreement may be terminated by written notice to the Party in default hereof.  This Agreement shall thereupon terminate and the non-defaulting Party may exercise all such rights and remedies as may be available to it to recover damages, subject to Article 18 of this Agreement, caused by such default.

(c)  Notwithstanding the foregoing, upon the occurrence of any such event

of default, the non-defaulting Party shall be entitled (i) to commence an action to require the defaulting Party to remedy such default and specifically perform its duties and obligations hereunder in accordance with the terms and conditions hereof, and (ii) to exercise such other rights and remedies as it may have at equity or at law.

8.3  Right to Take Immediate Action.  Notwithstanding anything in this Agreement
to the contrary, Customer’s failure to comply with the provisions of Sections 4.1 or 4.2 of this
Agreement shall constitute an event of default, and if such event of default is Reasonably likely
to have an immediate and material adverse effect on the Transmission System, RGE shall have
the right to take immediately all Reasonable steps and/or to exercise immediately all remedies
available under this Agreement, or at law or in equity, including the right to temporarily

disconnect the Customer Interconnection Facilities from the RGE Interconnection Facilities and the Transmission System, in order to prevent or mitigate an adverse effect on the
Transmission System.

ARTICLE 9

INDEMNIFICATION

9.1  Customer’s Indemnification.  Customer shall indemnify, hold harmless, and
defend RGE, its parent, Affiliates, and successors, and their respective officers, directors,
employees, agents, subcontractors, and successors from and against any and all claims,

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demands, liabilities, costs, losses, judgments, damages, and expenses (including, without

limitation, Reasonable attorney and expert fees and disbursements incurred by RGE in any

action or proceeding between RGE and a third party or Customer) for damage to property,

injury to or death of any person, including RGE’s employees, Customer’s employees and their
Affiliates’ employees, or any third parties, to the extent caused wholly or in party by any
negligent or intentional act or omission by Customer  and/or its officers, directors, employees,
agents, contractors, and subcontractors arising out of or connected with this Agreement.

9.2  RGE’s Indemnification.   RGE shall indemnify, hold harmless, and defend
Customer, its parent, Affiliates, and successors, and their respective officers, directors,
employees, agents, subcontractors, and successors from the against any and all claims,
demands, liabilities, costs, damages, and expenses (including, without limitation, Reasonable attorney and expert feels and disbursements incurred by Customer  in any action or proceeding between Customer  and a third party or RGE) for damage to property, injury to or death of any person, including RGE’s employees, Customer’s employees and their Affiliates’ employees, or any third parties, to the extent caused wholly or in part by any negligent or intentional act or omission by RGE and/or its officers, directors, employees, agents, contractors, and
subcontractors arising out of or connected with this Agreement.

9.3  Indemnification Procedures.   If either Party intends to seek indemnification

under this Article 9 from the other Party, the Party seeking indemnification shall give the other
Party notice of such claim within one hundred and twenty (120) days of the commencement of,
or the Party’s actual knowledge of, such claim or action.  Such notice shall describe the claim
in Reasonable detail, and shall indicate the amount (estimated, if necessary) of the claim, if
possible, that has been, or may be sustained by, said Party.  To the extent that the other Party

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will have been actually and materially prejudiced as a result of the failure to provide such notice, such notice will be a condition precedent to any liability of the other Party under the provisions for indemnification contained in this Agreement.  Neither Party may settle or compromise any claim that affects or that may affect the other Party’s indemnification
obligations under this Agreement without the prior consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

9.4  Survival.   The indemnification obligations of each Party under this Article 9
shall continue in full force and effect regardless of whether this Agreement expires, terminates
or is canceled.  Such obligations shall not be limited in any way by any limitation on insurance,
by the amount or types of damages, or by any compensation or benefits payable by the Parties
under Workers’ Compensation Acts, disability benefit acts or other employee acts, or
otherwise.

ARTICLE 10

INSURANCE

10.1.   Maintenance of Insurance Coverages.  Customer and RGE each agree to

maintain for the term of this Agreement, as set forth in Article 2, each at its own cost and

expense, general liability, excess (umbrella) liability, auto liability, and workers’ compensation insurance relating to its property and facilities in the manner and amounts, and for the
durations set forth in Schedule B to this Agreement.

10.2.   Certificates of Insurance.  Each Party agrees to furnish the other Party with

certificates of insurance, which certificates shall be furnished concurrently with the execution
and delivery of this Agreement and fifteen (15) days after the expiration date of each such
policy and/or certificate evidencing the insurance coverage set forth in Schedule B to this
Agreement.

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10.3.   Notice Requirements.  Every contract of insurance providing the coverages

required in Schedule B to this Agreement shall contain the following or equivalent clause: “No
reduction, cancellation or expiration of the policy shall be effective until ninety (90) days from
the date written notice thereof is actually received by said Party.”  Upon receipt of any notice
of reduction, cancellation or expiration, the Party responsible to maintain such insurance shall
immediately notify the other Party in accordance with Article 19 of this Agreement.

10.4.   Additional Insureds.  Unless the other Party is self-insured pursuant to section

10.8, each Party shall be named as additional insureds, as their interests may appear on the general liability, excess (umbrella) liability, and auto liability insurance policies set forth in Schedule B maintained by the other Party as regards liability under this Agreement, and such insurance shall be considered as primary insurance carried by such additional insured Party as respects the liability of the insured Party hereunder.

10.5.   Contents of Certificates of Insurance.  The certificates of insurance to be
provided by the Parties as required in Section 10.2 above shall provide the following
information:

(i) Name of insurance company, policy number, effective date, and

expiration date;

(ii) The coverage required and the limits on each;

(iii) A statement indicating that the insureds shall receive at least

ninety (90) days prior written notice of cancellation or reduction of liability limits with respect to said insurance policies; and

(iv)  To the extent applicable, a statement indicating that the

appropriate parties have been named as an additional insureds as their interests may appear.

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10.6  Insurer Requirements.  All primary insurance policies required herein shall be issued by insurers licensed to transact the business of insurance in the State of New York and have an A.M. Best rating of A or better.

10.7  Endorsements.  All insurance policies required herein shall contain, or be

endorsed with, a cross liability clause, or a severability of interest clause, specifying that,

except for the limits of insurance provided by the policy, each policy will respond on behalf of each insured as if separate policies had been issued to each insured.

10.8  Self-Insurance.  To the extent followed in its usual business practice, and for which it has regulatory approval, if required, each party shall be allowed to self-insure all or part of its general liability, excess (umbrella) liability, auto liability, or workers’ compensation exposures, provided written confirmation of such self-insurance in the amounts set forth in Schedule B is provided by the self-insured Party to the other Party.

10.9  Subcontractor Insurance Requirements.  To the extent applicable,

subcontractors of each party must maintain the same insurance requirements stated under this
Articles 10 and comply with the Additional Insured requirements herein.  In addition, their
policies must state that they are primary and non-contributory and contain a waiver of
subrogation.

ARTICLE 11

FORCE MAJEURE

11.1.   Definition.  The term “Force Majeure” as used herein means those causes
beyond the Reasonable control of the Party affected, which by the exercise of Reasonable
diligence, including Good Utility Practice, that Party is unable to prevent, avoid mitigate, or
overcome, including the following:  any act of God, labor disturbance (including a strike, or
other labor dispute), act of the public enemy, war, insurrection, riot, fire, storm or flood,

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explosion, solar magnetic or other electric system disturbance, breakage or accident to

machinery or equipment, order, regulation or restriction imposed by governmental, military or lawfully-established civilian authorities, or any other cause of a similar nature beyond a Party’s Reasonable control.  A Force Majeure event does not include acts of negligence or intentional wrongdoing by the Party claiming force majeure.

11.2.   Economic Hardship.  Economic hardship is not considered a Force Majeure

event.

11.3.   Requirements.  If a Party shall rely on the occurrence of a Force Majeure event as a basis for being excused from performance of its obligations under this Agreement, then the Party relying on the event or condition shall:  (a) provide prompt notice of such Force Majeure event to the other Party, giving a detailed explanation of the Force Majeure event, including an estimation of tis expected duration and the probable impact on the performance of its
obligations hereunder; (b) exercise all Reasonable efforts in accordance with Good Utility
Practice to continue to perform its obligations under this Agreement; (c) expeditiously take
action to correct or cure the Force Majeure event excusing performance; provided, however,
that settlement of labor disputes will be completely within the sole discretion of the Party
affected by such labor dispute; (d) exercise all Reasonable efforts to mitigate or limit damages to the other Party; and (e) provide prompt notice to the other party of the cessation of the Force Majeure event giving rise to its excusal from performance.

11.4.   Continuing Obligations.  A Party shall not be responsible or liable, or deemed, in default with respect to any obligation under this Agreement, other than the obligation to pay money when due, to the extent the Party is prevented from fulfilling such obligation by the occurrence of a Force Majeure event.

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11.5.   Written Notice.  In the event initial notice regarding the occurrence of a Force Majeure event is provided verbally, such notice shall be confirmed in writing as soon as
Reasonably possible.

ARTICLE 12

DISPUTES

12.1.   Initial Procedures.

12.1.1 Except as provided in Article 5 with respect to billing disputes, any
disagreement between RGE and Customer as to their rights and obligations under this
Agreement shall first be addressed by the Parties in accordance with this Section 12.1.

12.1.2 Any party seeking the resolution of any disagreement arising out of or

relating to or in connection with this Agreement (each a “Dispute”) shall provide written notice of such Dispute to the other Party, which notice shall describe the nature of such Dispute.
Each such Dispute shall be referred initially for resolution by the respective mid-level
management representatives of the Parties listed below (or as may be designated from time to time by each Party by notice to the other), who shall meet at least twice (unless the Dispute is resolved at the first meeting), within thirty (30) days of the receipt by mid-level management of such notice of Dispute, to attempt to resolve such Dispute.

12.1.3 If no resolution is reached by such mid-level management

representatives within thirty (30) days of the receipt by mid-level management representatives of such notice of Dispute, then either Party, by notice to the other Party, may refer such
Dispute to the respective senior management representatives listed below (or as may be
designated)from time to time by each Party by notice to the other) of the Parties

12.1.4 Decisions by mid-level management representatives or senior

management representative of the Parties pursuant to this Section 12.1 shall be made by mutual
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agreement and shall be binding on both Parties.  If a Dispute is resolved by mid-level or senior management representatives, then upon the request of either Party, the terms of the resolution and settlement of such Dispute shall be set forth in writing and signed by each party.

12.1.5 In the event that the senior management representatives cannot resolve a Dispute within thirty (30) days of receipt of Notice of the referral of such Dispute to senior management, then such Dispute may, upon mutual agreement of the Parties, be submitted to arbitration and resolved in accordance with the arbitration procedures set forth below. In the event the Parties do not agree to submit such Dispute to arbitration, each Party may exercise any right or remedy available under this Agreement, at law or in equity.

12.1.6 The representatives of the Parties to whom Disputes will be referred are as follows.  Either Party may modify the title and/or add the name a specific individual by providing written notice of the change to the other Party.

Mid-Level Management Representatives:

RGE: Director - Energy Services or its equivalent

Customer: Chief Technical Officer or its equivalent

Senior Management Representatives:

RGE: Vice President - Energy Services

Customer: President

12.2.   External Arbitration Procedures.

12.2.1 Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) calendar days of the submission of the Dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel.

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12.2.2 In each case, the arbitrator(s) shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration).

12.2.3 The arbitrator(s) shall provide each of the Parties an opportunity to be
heard and, except as otherwise provided herein, shall conduct the arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association (“Arbitration
Rules”) and any applicable FERC regulations or NYISO rules; provided, however, in the event
of a conflict between the Arbitration Rules and the terms of this Article 12, the terms of this
Article 12 shall prevail.

12.3.   Arbitration Decisions.

12.3.1 Unless otherwise agreed by the Parties, the arbitrator(s) shall render a

decision within ninety (90) calendar days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change any provision of this Agreement in any manner.

12.3.2 The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction.

12.3.3 The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act.

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12.3.4 The final decision of the arbitrator must also be filed with the FERC if it affects jurisdictional rates, terms and conditions of service, the Transmission System, either Party’s Interconnection Facilities, or the Joint Use Facilities.

12.4.   Costs.  Each Party shall be responsible for its own costs incurred during the
resolution of any Dispute, including any costs incurred during the arbitration process and for
the following costs, if applicable: (1) the cost of the arbitrator chosen by the Party to sit on the
three member panel; or (2) one-half the cost of the single arbitrator jointly chosen by the
Parties.

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ARTICLE 13

REPRESENTATION

13.1  Representation of RGE.  RGE represents and warrants to Customer as follows:

13.1.1 Organization.  RGE is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, and RGE has the requisite corporate power and authority to carry on its business as now being conducted.

13.1.2 Authority Relative to this Agreement.  RGE has the requisite power and
authority to execute and deliver this Agreement and, subject to the procurement of applicable
regulatory approvals, to carry out the actions required of it by this Agreement.  The execution
and delivery of this Agreement and the actions it contemplates have been duly and validly
authorized by all required corporate action.  This Agreement has been duly and validly
executed and delivered by RGE, and assuming that it is duly and validly executed and
delivered by  Customer constitutes a legal, valid and binding agreement of RGE.

13.1.3 Regulatory Approval.  RGE’s obligations under this Agreement shall be subject to its receipt of any required approval or certificate from the FERC and other
governmental authorities, as appropriate, in form and substance satisfactory to RGE, and the expiration of any time period associated therewith.  RGE shall in good faith seek and use
Reasonable efforts to obtain such approvals.

13.1.4 Compliance With Law.  RGE represents and warrants that it is not in

violation of any applicable law, statute, order, rule, regulation promulgated or judgment

entered by any federal, state, or local governmental authority, which violation would affect

RGE’s performance of its obligations under this Agreement.  RGE represents and warrants that
it will comply with all applicable laws, rules, regulations, codes, and standards applicable to

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RGE’s performance of this Agreement imposed by any federal, state, and local governmental agencies having jurisdiction over RGE.

13.2 Representations of Customer.  Customer represents and warrants to RGE as

follows:

13.2.1 Organization.  Customer is a limited liability company organized,

validly existing, and in good standing under the laws of the State of New York, and Customer has the requisite power and authority to carry on its business as now being conducted.

13.2.2 Authority Relative to this Agreement.  Customer has the requisite power and authority to execute and deliver this Agreement and, subject to the procurement of
applicable regulatory approvals, to carry out the actions required of it by this Agreement.  The execution and delivery of this Agreement and the actions it contemplates have been duly and validly authorized by all required action.  This Agreement has been duly and validly executed and delivered by Customer and, assuming that it is duly and validly executed and delivered by RGE, constitutes a legal, valid and binding agreement of Customer.

13.2.3 Regulatory Approval.  Customer’s obligations under this Agreement
shall be subject to its receipt of any required approval or certificate from the FERC and other
governmental authorities, as appropriate, in form and substance satisfactory to Customer, and
the expiration of any time period associated therewith.  Customer shall in good faith seek and
use Reasonable efforts to obtain such approvals.  Nothing in this Agreement shall require
Customer to take any action that could result in its inability to obtain, or its loss of, status or
exemption under the Federal Power Act or the Public Utility Holding Company Act of 2005 or
PURPA, as amended.

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13.2.4 Compliance with Law.  Customer represents and warrants that it is not
in violation of any applicable law, statute, order, rule, or regulation, or judgment promulgated
or entered, by any federal, state, or local governmental authority, which violation would affect
Customer’s ’s performance of its obligations under this Agreement.   Customer represents and
warrants that it will comply with all laws, rules, regulations, codes, and standards applicable to
Customer’s ’s performance of this Agreement imposed by any federal, state, and local

governmental agencies having jurisdiction over Customer.

13.3  Representation of Both Parties.  The representation and warranties in Sections

13.1.4 and 13.2.4 shall continue in full force and effect for the term of this Agreement.

ARTICLE 14

ASSIGNMENT/CHANGE IN CORPORATE IDENTITY

14.1.   Successors and Assigns.  This Agreement and all of the provisions hereof shall
be binding upon, and inure to the benefit of, the Parties and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations
hereunder shall be assigned by either Party hereto,  whether by operation of law or otherwise,
without the prior written consent of the other Party, which consent shall not be unreasonably
withheld, conditioned, or delayed, except to an Affiliate of RGE that owns the Transmission

System, or to an Affiliate of Customer that owns the Plant and provided that such Affiliate has
an equal or greater credit rating and the legal authority and operational ability to satisfy the
obligations of the assigning Party under this Agreement.  Any assignment of this Agreement in
violation of the foregoing shall be, at the option of the non-assigning Party, void.
Notwithstanding the foregoing, (i) either Party may assign this Agreement without the consent
of the other Party in connection with the sale, merger, restructuring, or transfer of a substantial
portion or all of its assets, so long as the transferee or assignee in such a transaction directly
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assumes in writing all rights, duties and obligations arising under this Agreement; and (ii)

Customer may assign, transfer, pledge or otherwise dispose of its rights and interests hereunder
to a trustee or lending institution(s) for the purposes of financing or refinancing the acquisition
of the Plant, including upon or pursuant to the exercise of remedies under such financing or
refinancing, except that any assignment, transfer, pledge, conveyance, or disposition for
purposes of financing or refinancing shall not relieve, or in any way discharge, Customer from
the performance of its duties and obligations under this Agreement.  RGE agrees to execute
and deliver, at Customer’s expense, such documents as may be Reasonably necessary to
accomplish any such assignment, transfer, pledge, conveyance, or disposition of rights
hereunder for purposes of the financing or refinancing of the acquisition of the Plant, so long
as RGE’s rights under this Agreement are not thereby altered, amended, diminished or
otherwise impaired.

14.2.   Continuation of Liability and Responsibility.  No assignment, transfer, pledge, conveyance, or disposition of rights or obligations under this Agreement by a Party shall
relieve that Party from liability and financial responsibility for the performance thereof after
any such assignment, transfer, conveyance, pledge, or disposition unless and until the
transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement, and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liability, which consent shall not be
unreasonably withheld, conditioned, or delayed.

14.3.   Protection of Rights.  If either Party terminates its existence as a corporate

entity by merger, acquisition, sale, consolidation, or otherwise, or if all, or substantially all, of
such Party’s assets are transferred to another person or business entity without complying with

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this Article 14, the other Party shall have the right, enforceable in a court of competent

jurisdiction, to enjoin the first party’s successor from using the property in any manner that

interferes with, impedes, or restricts such other Party’s ability to carry out its ongoing business operations, rights, and obligations.

ARTICLE 15

SUBCONTRACTORS

15.1.   Use of Subcontractors Permitted.  Nothing in this Agreement shall prevent a Party from utilizing the services of such subcontractors as it deems appropriate to perform its obligations under this Agreement; provided, however, that each Party shall require its
subcontractors to comply with all applicable terms and conditions of this Agreement in
providing such services.

15.2.   Continuing Obligations.  The creation of any subcontractor relationship shall
not relieve the hiring Party of any of its obligations under this Agreement.  Subject to Article

18 of this Agreement, each Party shall be fully responsible to the other Party for the acts and/or omissions of any subcontractor it hires as if no subcontract had been made.  Any applicable obligation imposed by this Agreement upon a party shall be equally binding upon, and shall be construed as having application to, any subcontractor of such Party.

ARTICLE 16

LABOR RELATIONS

16.1  RGE and Customer agree to notify immediately the other Party verbally, to be
followed by a written confirmation that shall be mailed via first-class mail no later than seven

(7) calendar days after such verbal notice, of any labor dispute (including a strike) or

anticipated labor dispute of which its management has actual knowledge that may Reasonably be expected to affect the operations of the other Party with respect to this Agreement.

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ARTICLE 17

INDEPENDENT CONTRACTOR STATUS

17.1  Nothing in this Agreement shall be construed as creating any relationship between RGE and Customer other than that of independent contractors.

ARTICLE 18

LIMITATION OF LIABILITY

18.1  Except for indemnity obligations set forth in Article 9 of this Agreement,

neither RGE nor Customer, nor their respective officers, directors, agents, employees, parents,
Affiliates, successors or assigns, shall be liable to the other Party or its parent, subsidiaries,
Affiliates, officers, directors, agents, employees, successors or assigns for claims, suits, actions
or causes of action or otherwise for incidental, punitive, special, indirect, multiple or
consequential damages (including, without limitation, attorneys’ fees or litigation costs)
connected with, or resulting from, performance or non-performance of this Agreement, or any
actions undertaken in connection with or related to this Agreement, including, without
limitation, any such damages which are based upon causes of action for breach of contract, tort
(including negligence and misrepresentation), breach of warranty or strict liability.  The
provisions of this Article 18 shall apply regardless of fault and shall survive termination,
cancellation, suspension, completion, or expiration of this Agreement.

ARTICLE 19

NOTICES

19.1.   Contact Person.  On or prior to the Effective Date, each Party shall indicate to
the other Party, by written notice, the appropriate person and their contact information during
each eight-hour work shift to contact in the event of an Emergency, a scheduled or forced

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interruption, or reduction in services.  The notice last received by a Party shall be effective until modified in writing by the other Party.

19.2.   Written Notice.  Except as otherwise provided herein, all notices, requests,

claims, demands, invoices, and other communications hereunder shall be in writing and shall be given (and except as otherwise expressly provided herein, will be deemed to have been duly given if so given) by hand delivery, electronic mail, facsimile (confirmed in writing),
recognized overnight delivery service or by mail (registered or certified, postage prepaid) to the respective Parties as follows:

To RGE:

New York State Electric & Gas Corporation James A. Carrigg Center

Corporate Drive, Kirkwood Industrial Park P.O. Box 5224

Binghamton, New York 13902-5224
Attn:  Director, Energy Services
Phone:

Fax:

Email:

To Customer:

RED-Rochester, LLC
1200 Ridgeway Avenue
Suite 2121

Rochester, New York  14615

Attn: Bernard M. Nee

Phone: 585-327-2059

Fax: 585-327-2051

Email: bnee@recycled-energy.com

with copies to:

Ironclad Energy Partners, LLC 500 Waters Edge

Lombard, IL 60148

Attn: Contract Administration

Phone: 630-590-6044

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Email: Contracts@ironclad-energy.com

Or such other address as is furnished in writing by such Party; and any such notice or communication shall be deemed to have been given as of the date sent.

19.3.   Notice to NYISO.  In addition to notifying the other Party, each Party shall

provide notice to the NYISO in the event of an Emergency, a scheduled or forced interruption, or reduction in services.

19.4.   Emergencies.  For all notices related to an Emergency, and to the extent

information is known, the notice shall describe the Emergency State, the extent of the damage or deficiency, the expected effect on the operation of RGE’s or Customer’s facilities and
operations, the anticipated duration of the Emergency, and the corrective action taken and/or to be taken. In  the event an initial notice is provided verbally, it shall be followed as soon as
practicable with written notice.

ARTICLE 20

HEADINGS AND RULES OF INTERPRETATION

20.1 Headings.  The descriptive headings of the Articles and Sections of this

Agreement are inserted for convenience only and shall not affect the meaning or interpretation

of this Agreement.

20.2  Construction.  This Agreement, unless a clear contrary intention appears, shall
be construed and interpreted as follows: (1) the singular number includes the plural number
and vice versa; (2) reference to any person includes such person’s successors and assigns but,
in the case of a Party, only if such successors and assigns are permitted by this Agreement, and
reference to a person in a particular capacity excludes such person in any other capacity or
individually; (3) reference to any agreement (including this Agreement), document, instrument
or tariff means such agreement, document, instrument, or tariff as amended or modified and in

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effect from time to time in accordance with the terms thereof and, if applicable, the terms

hereof; (4) reference to any applicable laws and regulations means such applicable laws and
regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect
from time to time, including, if applicable, rules and regulations promulgated thereunder; (5)
unless expressly stated otherwise, reference to any Article, Section or Appendix means such
Article of this Agreement or such Appendix to this Agreement; (6) “hereunder”, “hereof’,
“herein”, “hereto” and words of similar import shall be deemed references to this Agreement
as a whole and not to any particular Article or other provision hereof or thereof; (7)

“including” (and with correlative meaning “include”) means including without limiting the

generality of any description preceding such term; and (8) relative to the determination of any period of time, “from” means “from and including”, “to” means “to but excluding” and
“through” means “through and including”.

ARTICLE 21

WAIVER

21.1  General.  Except as otherwise provided in this Agreement, any failure of a Party
to comply with any obligation, covenant, agreement, or condition herein may be waived by the
Party entitled to the benefit thereof only by a written instrument signed by such Party granting
such waiver, but such waiver shall not operate as a waiver of, or estoppel with respect to, any
subsequent failure of the first Party to comply with such obligation, covenant, agreement, or
condition.

21.2  No Waiver of Capacity and Energy Service Rights.  Termination or Default of this Agreement for any reason by the Customer shall not constitute a waiver of the Customer’s legal rights to obtain Capacity Resource Interconnection Service and Energy Resource

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Interconnection Service from the NYISO and RGE in accordance with the provisions of the NYISO OATT.

21.3 Writing.  Any waiver of this Agreement shall, if requested, be provided in

writing.

ARTICLE 22

COUNTERPARTS

22.1  This Agreement may be executed in two or more counterparts, all of which will
be considered one and the same Agreement, and each of which shall be deemed an original.

ARTICLE 23

GOVERNING LAW

23.1  General.  This Agreement and all rights, obligations, and performances of the Parties hereunder, are subject to all applicable federal and state laws, and to all duly
promulgated orders and other duly authorized action of governmental authorities having jurisdiction over this Agreement.

23.2  New York Law.  This Agreement will be governed by and construed in

accordance with the law of the State of New York, without giving effect to any conflict of law principles thereof.  Except for those matters covered in this Agreement that are jurisdictional to the FERC, any action arising out of or concerning this Agreement must be brought in the
federal or state courts of and for the State of New York.  Both Parties hereby consent to the exclusive jurisdiction of the State of New York for the purpose of hearing and determining any action arising out of or concerning this Agreement.

23.3  PURPA Status.  Should the Plant lose its status as a qualifying facility under
PURPA, RGE and Customer shall take all Reasonable steps necessary to comply with
applicable statutes and regulations,  RGE and Customer shall use Reasonable efforts to

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cooperate with each other in fulfilling their obligations under this Section 23.3.  Any steps taken by RGE pursuant to this Section shall be at Customer’s sole cost.

23.4  Filing of Agreement.  The Parties agree that this Agreement will be filed with the FERC under section 205 of the Federal Power Act.

23.5  Reservation of Rights.  Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, rules, or regulations of any governmental
authorities having jurisdiction over this Agreement.  Nothing in this Agreement shall limit the rights of the Parties or of the FERC under sections 205 or 206 of the Federal Power Act and the FERC’s rules and regulations thereunder, except to the extent that the Parties otherwise
mutually agree as provided herein.

ARTICLE 24

SEVERABILITY

24.1  In the event that any of the provisions of this Agreement are held to be

unenforceable or invalid by any court or regulatory authority of competent jurisdiction, the

Parties shall, to the extent possible, negotiate an equitable adjustment to the provisions of this
Agreement with a view toward effecting the purpose of this Agreement, and the validity and
enforceability of the remaining provisions hereof shall not be affected by such holding.

ARTICLE 25

AMENDMENT

25.1 This Agreement may be amended, modified, or supplemented only be written

agreement duly executed by both RGE and Customer.

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ARTICLE 26

ENTIRE AGREEMENT

26.1  Entire Understanding.  This Agreement constitutes the entire understanding

between the Parties, and supersedes any and all previous understandings, oral or written, which pertain to the subject matter contained herein.

26.2  Conflicts.  If there is a discrepancy or conflict between or among the terms and conditions of this Agreement and the Appendices hereto, the terms and conditions of this
Agreement shall be given precedence over the Appendices, except as otherwise expressly agreed to in writing by the Parties.

26.3  Joint and Several Obligations.  Except as otherwise stated herein, the

obligations of RGE and Customer are several, and are neither joint nor joint and several.

ARTICLE 27

NO THIRD PARTY BENEFICIARIES

27.1 Nothing in this Agreement, express or implied, is intended to confer on any

person, other than the Parties, any rights, remedies, or benefits under or by reason of this

Agreement.

ARTICLE 28

FURTHER ASSURANCES

28.1  The Parties hereto agree to execute and deliver promptly, at the expense of the
Party requesting such action, any and all other and further information, instruments and
documents that may be Reasonably requested in order to effectuate the transactions
contemplated hereby, including but not limited to, such instruments or documents to establish,
if necessary, an alternative arrangement, for access to services under this Agreement.

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Schedule A

RGE and Customer Interconnection Facilities and Associated Equipment

1.  Customer

RED-Rochester (RED) is a full service Utilities provider to multiple companies at the Eastman Business Park (EBP).  Utility services provided include steam at multiple pressures, electricity, chilled water, compressed air, nitrogen, treated process water from Lake Ontario and an industrial wastewater treatment with a plant locate on the Genesee River.  A steamelectric cogeneration facility is the key process that makes possible RED’s capability to
provide reliable utilities service throughout the EBP.

The steam-electric cogeneration facility consists of multiple natural gas fired steam
boilers generating steam at 1400 psig or 260 psig.  Steam from the boilers is connected to
common steam headers that supply steam-driven electric generating turbines that generate
electricity for the site and supply steam at multiple pressures to RED’s customers.  RED’s
internal electric grid within the EBP operates at 13.8 kV and is connected with RGE at three
locations and is managed under and Interconnection Agreement between the parties.  The
combined electrical capacity of these three connections with RGE is 41 MW.

a.  Schedule D contains single line diagrams of the electric grid within the EBP.

b.  The electric system single line diagram includes the three electrical connections with
 RGE.

c.  The major components of RED’s steam-electric cogeneration system are :

RED operates boilers at either 1400 psig or 260 psig.  The 1400 psig boilers are located
in the western end of the site in buildings designated B-321 and B-371.  The boilers connect to

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a common 1400 psig steam header that supplies 4 steam-drive electric turbines which are described in more detail later in this document.

Detail on the 1400 psig Boilers:

  44 Boiler is a 550 klbs/hr unit located in Building 321 that originally went on-

line in 1986 as a tangentially fired coal boiler.  The coal was low sulfur

compliance coal.  As part of RED’s plan to exit coal and convert to natural gas this boiler was switched to natural gas as the primary fuel in 2nd quarter 2017. #2 fuel is a backup fuel on this unit.

  46, 47 and 48 Boilers are each 253 klbs/hr units fired by natural gas only.  Oil is

not a backup fuel on these units.  These three boilers became operational in

February, 2018 and are located in Building 371.  As shown on the steam singleline diagram these three boilers with 44 Boiler connect to a common header that supplies 4 steam drive electric-generating turbines.

Detail on the 260 psig Boilers:

  45 Boiler is a 200 klbs/hr unit located in Building 371 with natural gas as the

primary fuel.  #2 oil is a backup fuel in this unit but based on permitting can
only be used due to unavailability of natural gas.  This boiler became
operational in December, 2017.  45 Boiler connects directly into a 260 psig
steam header that supplies steam throughout the EBP to customers and other
RED operations.

   Boilers 1, 2, 3, and 4 have a total capacity of 200 klbs/hr and fire #6 Oil.  They
 are located in the EBP site original powerplant B-31 and were installed in the
 1950’s.  The boilers connect to a primary 260 psig steam header located within
 B-31.  RED is targeting to retire these units in spring 2020.

RED operates six steam-driven electric generating turbines with a capacity of 117 MW. Detail on these six units:

   Turbine-Generators (T/G) 41, 42, 43 and 44 are 1400 psig throttle machines
 located in B-321 in the western end of the site.  The units became operational
 over many years with the first unit 41 T/G becoming operational in 1964 and

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the last unit 44 T/G becoming operational in 1986.  All four T/Gs are rated at 32 MVA and have a nominal generating capacity of 25 MW at a power factor of
80%.  As noted previously, their steam supply if from a 1400 psig common
header supplied by the natural gas fired boilers described previously.  These
four units extract steam at either 260 psig or 140 psig and have an exhaust
pressure nominally at 10 psig.

  Turbine-Generator (T/G) 17 is a 260 psig throttle machine located in the

original powerplant B-31.  17 T/G became operational in 1968 and is a 18.75
MVA machine and has a nominal rating of 15 MW at a power factor of 80%.
The unit extracts steam at 70 psig and has an exhaust pressure nominally at 5
psig.

  Turbine-Generator (T/G) 75 is a 5 psig throttle machine located in RED’s

Chilled Water (refrigeration) building designated B-332.  75 T/G became

operational in 2015 by converting a 5 psig to condensing refrigeration unit to a

5 psig to condensing electric generating unit rated at 2 MW.  75 T/G is

connected to the 13.8 electrical grid on a distribution cable connected to B-332.

The RED electric grid system one-line diagram, as shown in Schedule D, is based on a
bus pair concept linked together by reactor ties to minimize short circuit fault current.  The
1400 psig steam throttle generators are connected to bus pairs located in the Western end of the
site within B-321.  17 T/G, the 260 psig throttle machine is connected to a bus pair located in
the east end of the site near old powerplant B-31 in a main electric building designated B-66.

75 T/G the 2 MW unit is connected to the 13.8 kV distribution cable to B-332.  As discussed with RGE technical staff, all RED turbine-generators have automatic voltage control and are typically operated to maintain a MW generation setpoint. The RED Turbine Generator Meter Network is shown in Schedule D.

The three RGE connection points to the RED electrical grid are on bus pairs located in
the east end of the site (Ties #1 and #3) and the middle of the site (Tie #2).  None of the RGE

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bus pair connection points are on bus pairs where RED’s T/Gs are connected.  This means
there is not a direct connection from RED electric generation to RGE’s electric TIEs.
Electrical flow into the bus pairs where the RGE Ties are connected is controlled by a reactor tie associated with the bus pair.  As discussed with RGE technical staff the reactor ties
connected to bus pairs with RGE Ties #2 and #3 has ratings approximately equal to the rating of the respective RGE Tie.  For #1 Tie, the reactor tie rating is higher the than the rating for #1 Tie but as discussed with RGE staff, RED has the ability to control electric flow through #1
Tie to keep it below the #1 Tie rating.

2.  RGE

a.  Interconnection Facilities Description:

RGE Interconnection Facilities are those facilities located at Stations 403 and
412 identified by the RO&E/CUSTOMER and KODAK/RO&E demarcation
lines as shown in Print No. 33198-1 and 33197-1. (Attached in Schedule D)

b.  Operating Procedures and Practices.

See Avangrid Network Energy Control Center Switching and Tagging Rules and Procedures attached as Schedule F.

c.  RTU Requirements (Section 3.8).

There is a Westronic Wesdac M4 RTU with 32 DI, 8 AI and 6 SBO controls

installed at Station 403 and Station 412. (Data points are listed on Schedule H).

3.  Points of Interconnection

The Points of Interconnection are the ROE disconnect switches at Station 412 and the
separation of RGE's circuit breaker cubical and RED’s circuit breaker cubical at Station 403.

4.  Interconnection Rights

RED’s generators are capable of producing approximately 118 MW of net output

during the summer and winter capability periods.  However, the maximum output that can be transmitted to the Transmission System pursuant to the Agreement is 41 MW during the summer capability period and winter capability period.

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Schedule B

Insurance Requirements

(1)  Workers' Compensation Insurance or New York State qualified Self-Insurance in

accordance with statutory requirements including Employer's Liability Insurance with limits of not less than $1 million per occurrence and endorsement providing insurance for obligations
under the U.S. Longshoremen's and Harbor Workers' Compensation Act and the Jones Act
where applicable.

(2)  Commercial General Liability Insurance including, but not limited to, bodily injury,

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

(3)  Excess (Umbrella) Liability Insurance providing excess general liability, automobile and employers' liability with a combined single limit of $5 million.

(4)  Automobile Liability Insurance including owned, non-owned and hired automobiles with combined bodily injury and property damage limits of at least $1 million per occurrence, $2 million aggregate.

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Service Agreement No. 2484

Schedule C

Customer’s Costs and Expenses for RGE Interconnection Service

Applicable to costs and expenses imposed after the Effective Date in accordance with this Agreement.

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Service Agreement No. 2484

Schedule D

One-Line Electrical Diagram

“Schedule D of this Amended Interconnection Agreement Contains Critical Energy
 Infrastructure Information - Do Not Distribute to Unauthorized Individuals”