FERC rendition of the electronically filed tariff records in Docket No. [include if docket no. exists]

Filing Data:

CID: C000038

Filing Title: Consolidated Edison Company and Orange and Rockland Utilities SA 2216 Company Filing Identifier: 971

Type of Filing Code:  10

Associated Filing Identifier: [if applicable]
Tariff Title: NYISO Agreements
Tariff ID: 58

Payment Confirmation: N
Suspension Motion:

Tariff Record Data:

Record Content Description: Service Agreement No. 2216

Tariff Record Title: SA 2216 O&R Con Ed-Ramapo Interconnection Agreement Record Version Number: 0.0.0

Option Code: A

Tariff Record ID: 176

Tariff Record Collation Value: 8076500
Tariff Record Parent Identifier: 2
Proposed Date: 2015-06-04
Priority Order: 500

Record Change Type:  New
Record Content Type:  2

Associated Filing Identifier:  [Source - if applicable]

SERVICE AGREEMENT NO. 2216

PUBLIC

SERVICE AGREEMENT NO. 2216

TRANSMISSION FACILITY

INTERCONNECTION AGREEMENT

BY AND BETWEEN

CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
 AND

ORANGE AND ROCKLAND UTILITIES, INC.

Dated As May 27, 2015

SERVICE AGREEMENT NO. 2216

TABLE OF CONTENTS

Page No.

ARTICLE 1. DEFINITIONS...........................................3

ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION.................9

2.1 Effective Date...........................................9

2.2 Term of Agreement.......................................9

2.3 Termination.............................................9

2.4 Termination Costs.......................................10

2.5 Survival...............................................11

ARTICLE 3. REGULATORY FILINGS..................................11

3.1 Filing................................................11

ARTICLE 4. SCOPE OF INTERCONNECTION SERVICE....................11

4.1 Reserved..............................................11

4.2 No Transmission Delivery Service.............................11

4.3 No Other Services........................................12

ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT

AND CONSTRUCTION.............................................12

5.1 Options...............................................12

5.2 General Conditions Applicable to Option to Build.................13

5.3 Reserved..............................................14

5.4 Reserved..............................................14

5.5 Reserved..............................................14

5.6 Construction Commencement...............................14

5.7 Work Progress..........................................15

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SERVICE AGREEMENT NO. 2216

5.8 Information Exchange.....................................15

5.9 Reserved..............................................15

5.10 Reserved..............................................15

5.11 Reserved. ……………………………………………………………………...15

5.12 Access Rights...........................................15

5.13 Lands of Other Property Owners.............................16

5.14 Permits...............................................16

5.15 Reserved..............................................16

5.16 Reserved..............................................16

5.17 Taxes................................................16

5.18 Tax Status, Non-Jurisdictional Entities.........................21

5.19 Modification...........................................22

ARTICLE 6. TESTING AND INSPECTION...............................22

6.1 Pre-Commercial Operation Date Testing and Modifications..........22

6.2 Post-Commercial Operation Date Testing and Modifications..........23

6.3 Right to Observe Testing...................................23

6.4 Right to Inspect.........................................23

ARTICLE 7. METERING............................................23

7.1 General...............................................23

7.2 Local Meters...........................................24

7.3 Standards.............................................24

7.4 Testing of Metering Equipment..............................24

7.5 Metering Data..........................................25

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SERVICE AGREEMENT NO. 2216

ARTICLE 8. COMMUNICATIONS.....................................25

8.1 Developer Obligations.....................................25

8.2 Remote Terminal Unit.....................................25

8.3 No Annexation..........................................26

ARTICLE 9. OPERATIONS..........................................26

9.1 General...............................................26

9.2 NYISO and Connecting Transmission Owner Obligations............26

9.3 Developer Obligations.....................................26

9.4 Start-Up and Synchronization...............................26

9.5 Reserved..............................................26

9.6 Outages and Interruptions..................................27

9.7 Switching and Tagging Rules................................30

9.8 Use of Attachment Facilities by Third Parties.....................30

9.9 Disturbance Analysis Data Exchange..........................31

ARTICLE 10. MAINTENANCE.......................................31

10.1 Connecting Transmission Owner Obligations.....................31

10.2 Developer Obligations.....................................31

10.3 Coordination...........................................31

10.4 Secondary Systems.......................................32

10.5 Operating and Maintenance Expenses..........................32

ARTICLE 11. PERFORMANCE OBLIGATION............................32

11.1 Developer Attachment Facilities..............................32

11.2 Connecting Transmission Owner’s Attachment Facilities............32

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SERVICE AGREEMENT NO. 2216

11.3 System Upgrade Facilities..................................32

11.4 Reserved..............................................33

11.5 Provision of Security......................................33

11.6 Developer Compensation for Emergency Services..................33

11.7 Line Outage Costs........................................33

ARTICLE 12. INVOICE.............................................33

12.1 General...............................................33

12.2 Final Invoice...........................................33

12.3 Payment..............................................33

12.4 Disputes...............................................34

ARTICLE 13. EMERGENCIES........................................34

13.1 Obligations............................................34

13.2 Notice................................................34

13.3 Immediate Action........................................34

13.4 NYISO and Connecting Transmission Owner Authority.............35

13.5 Developer Authority......................................35

13.6 Limited Liability........................................36

ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW.......36

14.1 Regulatory Requirements..................................36

14.2 Governing Law..........................................36

ARTICLE 15. NOTICES.............................................36

15.1 General...............................................36

15.2 Billings and Payments.....................................37

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SERVICE AGREEMENT NO. 2216

15.3 Alternative Forms of Notice.................................37

15.4 Operations and Maintenance Notice...........................37

ARTICLE 16. FORCE MAJEURE......................................37

16.1 Force Majeure..........................................37

ARTICLE 17. DEFAULT............................................38

17.1 Default...............................................38

ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE....38

18.1 Indemnity.............................................38

18.2 No Consequential Damages.................................40

18.3 Insurance..............................................40

ARTICLE 19. ASSIGNMENT.........................................43

19.1 Assignment............................................43

ARTICLE 20. SEVERABILITY........................................44

20.1 Severability............................................44

ARTICLE 21. COMPARABILITY......................................44

21.1 Comparability..........................................44

ARTICLE 22. CONFIDENTIALITY....................................44

22.1 Confidentiality..........................................44

ARTICLE 23. ENVIRONMENTAL RELEASES............................48

23.1 Developer and Connecting Transmission Owner Notice..............48

ARTICLE 24. INFORMATION REQUIREMENT...........................48

24.1 Information Acquisition...................................48

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SERVICE AGREEMENT NO. 2216

24.2 Information Submission by Connecting Transmission Owner.........48

24.3 Updated Information Submission by Developer...................49

24.4 Information Supplementation...............................49

ARTICLE 25. INFORMATION ACCESS AND AUDIT RIGHTS................50

25.1 Information Access.......................................50

25.2 Reporting of Non-Force Majeure Events........................50

25.3 Audit Rights............................................50

25.4 Audit Rights Periods......................................50

25.5 Audit Results...........................................51

ARTICLE 26. SUBCONTRACTORS....................................51

26.1 General...............................................51

26.2 Responsibility of Principal..................................51

26.3 No Limitation by Insurance.................................51

ARTICLE 27. DISPUTES............................................51

27.1 Submission.............................................51

27.2 External Arbitration Procedures.............................52

27.3 Arbitration Decisions.....................................52

27.4 Costs.................................................52

27.5 Termination............................................52

ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS.........53

28.1 General...............................................53

ARTICLE 29. MISCELLANEOUS......................................54

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SERVICE AGREEMENT NO. 2216

29.1 Binding Effect..........................................54

29.2 Conflicts..............................................54

29.3 Rules of Interpretation....................................54

29.4 Compliance............................................54

29.5 Joint and Several Obligations................................54

29.6 Entire Agreement........................................55

29.7 No Third Party Beneficiaries................................55

29.8 Waiver...............................................55

29.9 Headings..............................................55

29.10     Multiple Counterparts.....................................55

29.11 Amendment............................................55

29.12 Modification by the Parties.................................55

29.13 Reservation of Rights.....................................55

29.14 No Partnership..........................................56

29.15 Other Transmission Rights.................................56

Appendices...................................................58

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SERVICE AGREEMENT NO. 2216

TRANSMISSION FACILITY INTERCONNECTION AGREEMENT

THIS FACILITY INTERCONNECTION AGREEMENT (“Agreement”) is made
and entered into this 27th day of May, 2015 , by and between among Consolidated Edison
Company of New York, Inc., a corporation organized and existing under the laws of the State of New York  (“Connecting Transmission Owner”), and Orange and Rockland Utilities, Inc., a
corporation organized and existing under the laws of the State of New York (“Developer”).
Developer or Connecting Transmission Owner each may be referred to as a “Party” or
collectively referred to as the “Parties”

RECITALS

WHEREAS, the New York Independent System Operator (“NYISO”) operates the Transmission System in New York State and the Connecting Transmission Owner owns transmission facilities electrically located in New York State; and

WHEREAS, Connecting Transmission Owner is the owner of transmission facilities known as the 345 kV Ramapo Substation, which includes breakers, grounding equipment, and other equipment which is collectively referred to as the “345 kV Ramapo Facility”;

WHEREAS, the Developer is the owner of a transmission facility known as the 138 kV Ramapo Substation, which includes breakers, grounding equipment, and other equipment which is collectively referred to as the “138kV Ramapo Facility”;

WHEREAS, the Developer is also the owner of an existing transmission facility known as the 138kV Sugarloaf Substation, which includes breakers, grounding equipment, and other equipment which is collectively referred to as the “138kV Sugarloaf Facility”;

WHEREAS,  the Developer has constructed and operates a transmission line between the 138kV Ramapo Facility and 138kV Sugarloaf Facility, which has been designed to operate at 345kV, and is referred to as the “Developer’s Transmission Line”;

WHEREAS, the Developer currently operates the Developer’s Transmission Line at a 138kV level and will change the point of interconnection from the 138kV Ramapo Facility to the 345kV Ramapo Facility;

WHEREAS, the Developer has agreed to operate the Developer’s Transmission Line at a 345kv level and to have installed a step down transformer at the Sugarloaf Substation;

WHEREAS, the Connecting Transmission Owner proposed, and the PSC accepted as a
partial solution to the calculated reliability need, a project that includes the Reliability Project;

SERVICE AGREEMENT NO. 2216

WHEREAS, the Reliability Project will require in part, reconnecting the Developer’s Transmission Line into the 345 kV Ramapo Facility;

WHEREAS, the reconnection of the Transmission Project from the 138 kV Ramapo
Facility to the 345kV Ramapo facility will require certain modifications to the 345 kV Ramapo
Facility;

WHEREAS, the reconnection of the Transmission Project from the 138 kV Sugarloaf Facility to the 345kV Sugarloaf facility will require certain modifications to the Sugarloaf facility, both of which will be owned by the Developer;

WHEREAS, Developer and the Connecting Transmission Owner have agreed to enter into this Agreement for the purpose of interconnecting the Transmission Project to the 345 kV Ramapo Facility which is within the New York State Transmission System;

NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein, it is agreed:

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SERVICE AGREEMENT NO. 2216

ARTICLE 1.  DEFINITIONS

Whenever used in this Agreement with initial capitalization, the following terms shall
have the meanings specified in this Article 1.  Terms used in this Agreement with initial
capitalization that are not defined in this Article 1, shall have the meanings specified in Section

30.1.0 or Attachment S of the NYISO OATT.

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

Affected System Operator shall mean an entity that operates an Affected System.

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

Affiliate shall mean, with respect to a person or entity, any individual, corporation,
partnership, firm, joint venture, association, joint-stock company, trust or unincorporated
organization, directly or indirectly controlling, controlled by, or under common control with, such person or entity.  The term “control” shall mean the possession, 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.

Agreement shall have the meaning set forth in the preamble.

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

Applicable Reliability Councils shall mean the NERC, the NPCC and the NYSRC.

Applicable Reliability Standards shall mean the requirements and guidelines of the
Applicable Reliability Councils, and the Transmission District to which the Developer’s
Transmission Project is directly interconnected, as those requirements and guidelines are
amended and modified and in effect from time to time; provided that no Party shall waive its

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SERVICE AGREEMENT NO. 2216

right to challenge the applicability or validity of any requirement or guideline as applied to it in the context of this Agreement.

Attachment Facilities shall mean the Connecting Transmission Owner’s Attachment Facilities and the Developer’s Attachment Facilities.  Collectively, Attachment Facilities
include all facilities and equipment between the Transmission Project and the Point of
Interconnection, including any modification, additions or upgrades that are necessary to
physically and electrically interconnect the  Transmission Project to the New York State
Transmission System.  Attachment Facilities are sole use facilities and shall not include Stand Alone System Upgrade Facilities or System Upgrade Facilities.

Breach shall mean the failure of a Party to perform or observe any material term or condition of this Agreement.

Breaching Party shall mean a Party that is in Breach of this Agreement.

Business Day shall mean Monday through Friday, excluding federal holidays.

Byway shall mean all transmission facilities comprising the New York State

Transmission System that are neither Highways nor Other Interfaces.  All transmission facilities in Zone J and Zone K are Byways.

Calendar Day shall mean any day of the week including Saturday, Sunday or a federal
holiday.

Commercial Operation shall mean the status of a Transmission Project  that has

commenced transmitting electricity, excluding electricity transmitted during Trial Operation.

Commercial Operation Date shall mean the date on which the Transmission Project
commences Commercial Operation as agreed to by the Parties pursuant to Appendix E to this
Agreement.

Confidential Information shall mean any information that is defined as confidential by Article 22 of this Agreement.

Connecting Transmission Owner shall have the meaning set forth in the preamble to the Agreement.

Connecting Transmission Owner’s Attachment Facilities shall mean all facilities and
equipment owned, controlled or operated by the Connecting Transmission Owner from the
Point of Change of Ownership to the Point of Interconnection as identified in Appendix A to
this Agreement, including any modifications, additions or upgrades to such facilities and

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SERVICE AGREEMENT NO. 2216

equipment.  Connecting Transmission Owner’s Attachment Facilities are sole use facilities and shall not include Stand Alone System Upgrade Facilities or System Upgrade Facilities.

Control Area shall mean an electric power system or combination of electric power systems to which a common automatic generation control scheme is applied in order to:  (1) match, at all times, the power output of the Generators within the electric power system(s) and capacity and energy purchased from entities outside the electric power system(s), with the Load within the electric power system(s); (2) maintain scheduled interchange with other Control
Areas, within the limits of Good Utility Practice; (3) maintain the frequency of the electric
power system(s) within reasonable limits in accordance with Good Utility Practice; and (4)
provide sufficient generating capacity to maintain Operating Reserves in accordance with Good Utility Practice.  A Control Area must be certified by the NPCC.

Default shall mean the failure of a Party in Breach of this Agreement to cure such Breach in accordance with Article 17 of this Agreement.

Developer shall have the meaning set forth in the preamble.

Developer’s Attachment Facilities shall mean all facilities and equipment, as identified
in Appendix A of this Agreement, that are located between the Transmission Project  and the
Point of Change of Ownership, including any modification, addition, or upgrades to such
facilities and equipment necessary to physically and electrically interconnect the  Transmission
Project  to the New York State Transmission System.  Developer’s Attachment Facilities are
sole use facilities.

Dispute Resolution shall mean the procedure described in Article 27 of this Agreement for resolution of a dispute between the Parties.

Effective Date shall mean the date on which this Agreement becomes effective upon execution by the Parties, subject to acceptance by the Commission.

Emergency State shall mean the condition or state that the New York State Power

System is in when an abnormal condition occurs that requires automatic or immediate manual action to prevent or limit loss of the New York State Transmission System or Generators that could adversely affect the reliability of the New York State Power System.

Engineering & Procurement (E&P) Agreement shall mean an agreement that

authorizes Connecting Transmission Owner to begin engineering and procurement of long leadtime items necessary for the establishment of the interconnection in order to advance the
implementation of the Interconnection Request.

Environmental Law shall mean Applicable Laws or Regulations relating to pollution or protection of the environment or natural resources.

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SERVICE AGREEMENT NO. 2216

345kV Ramapo Facility shall mean all facilities and equipment physically owned by the Connecting Transmission Owner located at the 345 kV Ramapo Substation, as identified in Appendix A of this Agreement.

138kV Ramapo Facility shall mean all facilities and equipment owned by the

Developer located at the 138 kV Ramapo Substation, as identified in Appendix A of this Agreement.

345kV Sugarloaf Facility shall mean all facilities and equipment physically owned by the Developer located at the 345 kV Sugarloaf Substation, including a 345kV to 138kV
transformer to be located near the existing Sugarloaf 138kV substation.

Federal Power Act (“FPA”) shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791a et seq.

FERC shall mean the Federal Energy Regulatory Commission or its successor.

Force Majeure shall mean any act of God, labor disturbance, act of the public enemy,
war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment, any order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, or any other cause beyond a Party’s control.  A Force Majeure
event does not include acts of negligence or intentional wrongdoing by the Party claiming Force
Majeure.

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

Governmental Authority shall mean any federal, state, local or other governmental
regulatory or administrative agency, court, commission, department, board, or other
governmental subdivision, legislature, rulemaking board, tribunal, or other governmental
authority having jurisdiction over any of the Parties, their respective facilities, or the respective
services they provide, and exercising or entitled to exercise any administrative, executive,
police, or taxing authority or power; provided, however, that such term does not include
Developer, NYISO, Affected Transmission Owner, Connecting Transmission Owner, or any
Affiliate thereof.

Hazardous Substances shall mean any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous

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SERVICE AGREEMENT NO. 2216

materials”, “hazardous constituents”, “restricted hazardous materials”, “extremely hazardous substances”, “toxic substances”, “radioactive substances”, “contaminants”, “pollutants”, “toxic pollutants” or words of similar meaning and regulatory effect under any applicable
Environmental Law, or any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any applicable Environmental Law.

Initial Synchronization Date shall mean the date upon which the Transmission Project is initially synchronized with the New York State Transmission System and upon which Trial Operation begins.

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

IRS shall mean the Internal Revenue Service.

Loss shall mean any and all losses relating to injury to or death of any person or damage
to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all
other obligations by or to third parties, arising out of or resulting from the Indemnified Party’s
performance or non-performance of its obligations under this Agreement on behalf of the
Indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the
Indemnified Party.

Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date.

Metering Equipment shall mean all metering equipment installed or to be installed at the Point of Interconnection, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment,
phone lines, and fiber optics.

Minimum Interconnection Standard shall mean the reliability standard that must be met by any  Transmission Facility proposing to connect to the New York State Transmission System.  The Standard is designed to ensure reliable access by the proposed project to the New York State Transmission System.  The Standard does not impose any deliverability test or
deliverability requirement on the proposed interconnection.

NERC shall mean the North American Electric Reliability Council or its successor organization.

New York State Transmission System shall mean the entire New York State electric transmission system, which includes (i) the Transmission Facilities under ISO Operational Control; (ii) the Transmission Facilities Requiring ISO Notification; and (iii) all remaining transmission facilities within the New York Control Area.

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SERVICE AGREEMENT NO. 2216

Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with this Agreement or its performance.

NPCC shall mean the Northeast Power Coordinating Council or its successor organization.

NYSRC shall mean the New York State Reliability Council or its successor organization.

Other Interfaces shall mean interfaces into New York capacity regions, Zone J and Zone K, and external ties into the New York Control Area.

Party or Parties shall have the meaning set forth in the preamble to the Agreement.

Point of Change of Ownership (PCO) shall mean the point, as set forth in Appendix A to this Agreement, where the Developer’s Attachment  Facilities  connects to the Connecting Transmission Owner’s Attachment  Facilities.

Point of Interconnection (POI) shall mean the point, as set forth in Appendix A to this Agreement, where the Transmission Project connects to the Connecting Transmission Owner’s System Upgrade Facilities.

Reasonable Efforts shall mean, 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.

Reliability Project shall mean generally, once modifications are completed,  the

Transmission Line which shall begin  interconnection at the 345 kV Ramapo  Facility and

terminate at with the Rock Tavern Substation, which is owned and operated by Central Hudson Gas & Electric Corp., as described in this Agreement and the Appendices hereto.

Services Tariff shall mean the NYISO Market Administration and Control Area Tariff, as filed with the Commission, and as amended or supplemented from time to time, or any
successor tariff thereto.

Stand Alone System Upgrade Facilities shall mean System Upgrade Facilities that a
Developer may construct without affecting day-to-day operations of the New York State
Transmission System during their construction.   The Connecting Transmission Owner and the
Developer must agree as to what constitutes Stand Alone System Upgrade Facilities.

System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to (1) protect the New York State Transmission

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SERVICE AGREEMENT NO. 2216

System from faults or other electrical disturbances occurring at the Transmission Project and (2) protect the Transmission Project from faults or other electrical system disturbances occurring on the New York State Transmission System or on other delivery systems or other generating
systems to which the New York State Transmission System is directly connected.

System Upgrade Facilities shall mean the least costly configuration of commercially
available components of electrical equipment that can be used, consistent with Good Utility
Practice and Applicable Reliability Requirements, to make the modifications to the existing
transmission system that are required to maintain system reliability due to:  (i) changes in the
system, including such changes as load growth and changes in load pattern, to be addressed in
the form of generic generation or transmission projects; and (ii) proposed interconnections.

Tariff shall mean the NYISO Open Access Transmission Tariff (“OATT”), as filed with
the Commission, and as amended or supplemented from time to time, or any successor tariff.

Transmission Project  shall mean all facilities and equipment as identified in Appendix A of this Agreement.

Transmission Line shall mean the existing transmission line known as feeder 28 which
runs between the  existing 138kV Ramapo Facility and the existing 138 kV Sugarloaf Facility
which are both owned and operated by the Developer, The Transmission Line has been
designed and constructed  for  future operation at 345 kV but is currently operated at 138 kV.

Trial Operation shall mean the period during which Developer is engaged in on-site

test operations and commissioning of the  Transmission Project prior to Commercial Operation.

ARTICLE 2.  EFFECTIVE DATE, TERM AND TERMINATION

2.1  Effective Date.  This Agreement shall become effective upon execution by the Parties,

subject to acceptance by FERC, or if filed unexecuted, upon the date specified by FERC. The Connecting Transmission Owner and the Developer shall promptly file this
Agreement with FERC upon execution in accordance with Article 3.1.

2.2  Term of Agreement.  Subject to the provisions of Article 2.3, this Agreement shall

remain in effect for a period of twenty  (25) years from the Effective Date  and shall be automatically renewed for each successive one-year period thereafter.

2.3 Termination.

2.3.1   Written Notice.  This Agreement may be terminated by the Developer after

giving the Connecting Transmission Owner ninety (90) Calendar Days advance

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SERVICE AGREEMENT NO. 2216

written notice at any time during the term of this Agreement, or by the

Connecting Transmission Owner notifying FERC after the  Transmission Project permanently ceases Commercial Operations.

2.3.2   Default.  Either Party may terminate this Agreement in accordance with Article

17.

2.3.3   Compliance.  Notwithstanding Articles 2.3.1 and 2.3.2, no termination of this
 Agreement shall become effective until the Parties have complied with all
 Applicable Laws and Regulations applicable to such termination, including the
 filing with FERC of a notice of termination of this Agreement, which notice has
 been accepted for filing by FERC.

2.4  Termination Costs.  If a Party elects to terminate this Agreement pursuant to Article

2.3.1 above, the terminating Party shall pay all costs incurred (including any

cancellation costs relating to orders or contracts for Attachment Facilities and

equipment) or charges assessed by the other Party, as of the date of the other Party's

receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement.  In the event of termination by a Party, the other Party shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination.  Upon termination of this Agreement, unless otherwise
ordered or approved by FERC:

2.4.1  With respect to any portion of the Connecting Transmission Owner’s Attachment

Facilities that have not yet been constructed or installed, the Connecting

Transmission Owner shall to the extent possible and with Developer’s

authorization cancel any pending orders of, or return, any materials or equipment
for, or contracts for construction of, such facilities; provided that in the event
Developer elects not to authorize such cancellation, Developer shall assume all
payment obligations with respect to such materials, equipment, and contracts,
and the Connecting Transmission Owner shall deliver such material and
equipment, and, if necessary, assign such contracts, to Developer as soon as
practicable, at Developer’s expense.  To the extent that Developer has already
paid Connecting Transmission Owner for any or all such costs of materials or
equipment not taken by Developer, Connecting Transmission Owner shall
promptly refund such amounts to Developer, less any costs, including penalties
incurred by the Connecting Transmission Owner to cancel any pending orders of
or return such materials, equipment, or contracts.

If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any
cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer.

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SERVICE AGREEMENT NO. 2216

2.4.2   Connecting Transmission Owner may, at its option, retain any portion of such
 materials, equipment, or facilities that Developer chooses not to accept delivery
 of, in which case Connecting Transmission Owner shall be responsible for all
 costs associated with procuring such materials, equipment, or facilities.

2.4.3   With respect to any portion of the Attachment Facilities, and any other facilities
 already installed or constructed pursuant to the terms of this Agreement,
 Developer shall be responsible for all costs associated with the removal,
 relocation or other disposition or retirement of such materials, equipment, or
 facilities.

2.5  Survival.  This Agreement shall continue in effect after termination to the extent

necessary to provide for final billings and payments and for costs incurred hereunder;

including billings and payments pursuant to this Agreement; to permit the determination and enforcement of liability and indemnification obligations arising from acts or events that occurred while this Agreement was in effect; and to permit Developer and
Connecting Transmission Owner each to have access to the lands of the other pursuant to this Agreement or other applicable agreements, to disconnect, remove or salvage its own facilities and equipment.

ARTICLE 3.  REGULATORY FILINGS

3.1  Filing.   Connecting Transmission Owner and the Developer shall file this Agreement

(and any amendment hereto) with the appropriate Governmental Authority, if required. Any information related to studies for interconnection asserted by Developer to contain Confidential Information shall be treated in accordance with Article 22 of this
Agreement and Attachment F to the NYISO OATT.  If the Developer has executed this Agreement, or any amendment thereto, the Developer shall reasonably cooperate with
Connecting Transmission Owner with respect to such filing and to provide any
information reasonably requested by Connecting Transmission Owner needed to comply with Applicable Laws and Regulations.

ARTICLE 4.  SCOPE OF INTERCONNECTION SERVICE

4.1 Reserved.

4.2  No Transmission Delivery Service.  The execution of this Agreement does not

constitute a request for, nor an agreement to provide, any Transmission Service under
the NYISO OATT, and does not convey any right to deliver electricity to any specific
customer or Point of Delivery.  If Developer wishes to obtain Transmission Service on

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the New York State Transmission System, then Developer must request such
Transmission Service in accordance with the provisions of the NYISO OATT.

4.3  No Other Services.  The execution of this Agreement does not constitute a request for,

nor an agreement to provide Energy, any Ancillary Services or Installed Capacity under the NYISO Market Administration and Control Area Services Tariff (“Services Tariff”). If Developer wishes to supply Energy, Installed Capacity or Ancillary Services, then
Developer will make application to do so in accordance with the NYISO Services Tariff and the NYISO Installed Capacity Manual.  This Agreement does not in any way alter
the Transmission Project’s eligibility for Unforced Capacity Deliverability Rights to the extent such Unforced Capacity Deliverability Rights are requested by the Developer
after execution of this Agreement.

ARTICLE 5.  INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT,
 AND CONSTRUCTION

5.1  Options.  Unless otherwise mutually agreed to by Developer and Connecting

Transmission Owner, Developer shall select the In-Service Date, Initial Synchronization Date, and Commercial Operation Date; and either Standard Option or Alternate Option set forth below for completion of the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities as set forth in Appendix A hereto, and such dates and selected option shall be set forth in Appendix B hereto.

5.1.1   Standard Option.  The Connecting Transmission Owner shall design, procure,
 and construct the Connecting Transmission Owner’s Attachment Facilities and
 System Upgrade Facilities, using Reasonable Efforts to complete the Connecting
 Transmission Owner’s Attachment Facilities and System Upgrade Facilities by
 the dates set forth in Appendix B hereto.  The Connecting Transmission Owner
 shall not be required to undertake any action which is inconsistent with its
 standard safety practices, its material and equipment specifications, its design
 criteria and construction procedures, its labor agreements, and Applicable Laws
 and Regulations.  In the event the Connecting Transmission Owner reasonably
 expects that it will not be able to complete the Connecting Transmission Owner’s
 Attachment Facilities and System Upgrade Facilities, by the specified dates, the
 Connecting Transmission Owner shall promptly provide written notice to the
 Developer and NYISO, and shall undertake Reasonable Efforts to meet the
 earliest dates thereafter.

5.1.2   Alternate Option.  If the dates designated by Developer are acceptable to

Connecting Transmission Owner, the Connecting Transmission Owner shall so notify Developer within thirty (30) Calendar Days, and shall assume
responsibility for the design, procurement and construction of the System
Upgrade Facilities by the designated dates.

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5.1.3  Option to Build.  If the dates designated by Developer are not acceptable to

Connecting Transmission Owner, the Connecting Transmission Owner shall so notify the Developer within thirty (30) Calendar Days, and unless the Developer and Connecting Transmission Owner agree otherwise, Developer shall have the option to assume responsibility for the design, procurement and construction of System Upgrade Facilities on the dates specified in Article 5.1.2.

5.1.4  Negotiated Option.  If the Developer elects not to exercise its option under

Article 5.1.3, Option to Build, Developer shall so notify Connecting

Transmission Owner  within thirty (30) Calendar Days, and the Developer and
Connecting Transmission Owner shall in good faith attempt to negotiate terms
and conditions (including revision of the specified dates and liquidated damages,
the provision of incentives or the procurement and construction of a portion of
the Connecting Transmission Owner’s Attachment Facilities and Stand Alone
System Upgrade Facilities by Developer) pursuant to which Connecting

Transmission Owner is responsible for the design, procurement and construction of the Connecting Transmission Owner’s Attachment Facilities and System
Upgrade Facilities.  If the two Parties are unable to reach agreement on such
terms and conditions, Connecting Transmission Owner shall assume
responsibility for the design, procurement and construction of the Connecting
Transmission Owner’s Attachment Facilities and System Upgrades Facilities
pursuant to 5.1.1, Standard Option.

5.2 General Conditions Applicable to Option to Build.  If Developer assumes

responsibility for the design, procurement and construction of System Upgrade

Facilities,

(1)  Developer shall engineer, procure equipment, and construct System Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner;

(2)  Developer’s engineering, procurement and construction of the System Upgrade Facilities shall comply with all requirements of law to which Connecting Transmission Owner would be subject in the engineering, procurement or construction of the System Upgrade Facilities;

(3)  Connecting Transmission Owner shall review and approve the engineering
design, equipment acceptance tests, and the construction of the System Upgrade
Facilities;

(4)  Prior to commencement of construction, Developer shall provide to Connecting
Transmission Owner a schedule for construction of the  System Upgrade Facilities, and
shall promptly respond to requests for information from Connecting Transmission
Owner;

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(5)  At any time during construction, Connecting Transmission Owner shall have the right to gain unrestricted access to the System Upgrade Facilities and to conduct
inspections of the same;

(6)  At any time during construction, should any phase of the engineering, equipment procurement, or construction of the Connecting Transmission Owner’s System Upgrade Facilities not meet the standards and specifications provided by Connecting
Transmission Owner, the Developer shall be obligated to remedy deficiencies in that portion of the System Upgrade Facilities;

(7)  Developer shall indemnify Connecting Transmission Owner  for claims arising from the Developer’s construction of System Upgrade Facilities under procedures applicable to Article 18.1 Indemnity;

(8) Developer shall transfer control of System Upgrade Facilities to the Connecting

Transmission Owner;

(9) Unless the Developer and Connecting Transmission Owner otherwise agree,

Developer shall transfer ownership of System Upgrade Facilities to Connecting

Transmission Owner;

(10) The Connecting Transmission Owner shall be responsible for operation and

maintenance the System Upgrade Facilities to the extent engineered, procured, and

constructed in accordance with this Article 5.2,  and Connecting Transmission Owner

may transfer that responsibility to a third party by contract.

5.3 Reserved.

5.4 Reserved.

5.5 Reserved.

5.6 Construction Commencement.

The Connecting Transmission Owner or Developer shall commence construction of the Transmission Project for which it is responsible as soon as practicable after the
following additional conditions are satisfied:

5.6.1   Approval of the appropriate Governmental Authority has been obtained for any facilities requiring regulatory approval;

5.6.2   Necessary real property rights and rights-of-way have been obtained, to the extent required for the construction of a discrete aspect of the Transmission Project;

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5.6.3   The Connecting Transmission Owner has received written authorization to
proceed with construction from the Developer by the date specified in Appendix B
hereto; and

5.7  Work Progress.  The Developer and Connecting Transmission Owner will keep each

other advised periodically as to the progress of their respective design, procurement and
construction efforts.  Either Party may, at any time, request a progress report from the
other Party.  If, at any time, the Developer determines that the completion of the
Connecting Transmission Owner’s Attachment Facilities will not be required until after
the specified In-Service Date, the Developer will provide written notice to the
Connecting Transmission Owner of such later date upon which the completion of the
Connecting Transmission Owner’s Attachment Facilities will be required.

5.8  Information Exchange.  As soon as reasonably practicable after the Effective Date, the

Developer and Connecting Transmission Owner shall exchange information, regarding the design and compatibility of the Attachment Facilities and compatibility of the
Attachment Facilities with the New York State Transmission System, and shall work diligently and in good faith to make any necessary design changes.

5.9 Reserved.

5.10 Reserved.

5.11 Reserved.

5.12  Access Rights.  Upon reasonable notice and supervision by the Granting Party, and

subject to any required or necessary regulatory approvals from a Governmental

Authority, either the Connecting Transmission Owner or Developer (“Granting Party”)
shall furnish to the other Party  (“Access Party”) at no cost any rights of use, licenses,
rights of way and easements with respect to lands owned or controlled by the Granting
Party, its agents (if allowed under the applicable agency agreement), or any Affiliate,
that are necessary to enable the Access Party to obtain ingress and egress at the Point of
Interconnection to construct, operate, maintain, repair, test (or witness testing), inspect,
replace or remove facilities and equipment to: (i) interconnect the Transmission Project
with the New York State Transmission System; (ii) operate and maintain the

Transmission Project, the Attachment Facilities and the New York State Transmission
System; and (iii) disconnect or remove the Access Party’s facilities and equipment upon
termination of this Agreement.  In exercising such licenses, rights of way and easements,
the Access Party shall not unreasonably disrupt or interfere with normal operation 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.

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5.13  Lands of Other Property Owners.  If any part of the Connecting Transmission

Owner’s Attachment Facilities and/or System Upgrade Facilities is to be installed on
property owned by persons other than Developer or Connecting Transmission Owner,
the Connecting Transmission Owner shall at Developer’s expense use efforts, similar in nature and extent to those that it typically undertakes for its own or affiliated generation, 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, maintain, test, inspect, replace or
remove the Connecting Transmission Owner’s Attachment Facilities and/or System
Upgrade Facilities upon such property.

5.14  Permits.   Connecting Transmission Owner and the Developer shall cooperate with each

other in good faith in obtaining all permits, licenses and authorizations that are necessary
to accomplish the interconnection in compliance with Applicable Laws and Regulations.
With respect to this paragraph, Connecting Transmission Owner shall provide
permitting assistance to the Developer comparable to that provided to the Connecting
Transmission Owner’s own, or an Affiliate’s generation or transmission facilities, if any.

5.15 Reserved.

5.16 Reserved.

5.17 Taxes.

5.17.1  Developer Payments Not Taxable.  The Developer and Connecting

Transmission Owner intend that all payments or property transfers made by

Developer to Connecting Transmission Owner for the installation of the

Connecting Transmission Owner’s Attachment Facilities and the System

Upgrade Facilities shall be non-taxable, either as contributions to capital, or as an
advance, in accordance with the Internal Revenue Code and any applicable state
income tax laws and shall not be taxable as contributions in aid of construction
or otherwise under the Internal Revenue Code and any applicable state income
tax laws.

5.17.2  Representations and Covenants.  In accordance with IRS Notice 2001-82 and

IRS Notice 88-129, as applicable to this Transmission Project, Developer

represents and covenants that (i) ownership of the electricity transmitted on the
Transmission Project will pass to another party prior to the transmission of the
electricity on the New York State Transmission System, (ii) for income tax
purposes, the amount of any payments and the cost of any property transferred to
the Connecting Transmission Owner for the Connecting Transmission Owner’s
Attachment Facilities will be capitalized by Developer as an intangible asset and
recovered using the straight-line method over a useful life of twenty (20) years,
and (iii) any portion of the Connecting Transmission Owner’s Attachment
Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129,

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is reasonably expected to carry only a deminimis amount of electricity in the direction of the  Transmission Project.  For this purpose, “deminimis amount” means no more than 5 percent of the total power flows in both directions,
calculated in accordance with the “5 percent test” set forth in IRS Notice 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment.

At Connecting Transmission Owner’s request, Developer shall provide

Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above.  Connecting Transmission Owner represents and covenants that the cost of the Connecting Transmission Owner’s Attachment Facilities paid for by Developer will have no net effect on the base upon which rates are determined.

5.17.3  Indemnification for the Cost Consequences of Current Tax Liability

Imposed Upon the Connecting Transmission Owner.  Notwithstanding

Article 5.17.1, Developer shall protect, indemnify and hold harmless Connecting
Transmission Owner from the cost consequences of any current tax liability
imposed against Connecting Transmission Owner as the result of payments or
property transfers made by Developer to Connecting Transmission Owner under
this Agreement, as well as any interest and penalties, other than interest and
penalties attributable to any delay caused by Connecting Transmission Owner.

Connecting Transmission Owner shall not include a gross-up for the cost

consequences of any current tax liability in the amounts it charges Developer
under this Agreement unless (i) Connecting Transmission Owner has
determined, in good faith, that the payments or property transfers made by
Developer to Connecting Transmission Owner should be reported as income
subject to taxation or (ii) any Governmental Authority directs Connecting
Transmission Owner to report payments or property as income subject to
taxation; provided, however, that Connecting Transmission Owner may require
Developer to provide security, in a form reasonably acceptable to Connecting
Transmission Owner (such as a parental guarantee or a letter of credit), in an
amount equal to the cost consequences of any current tax liability under this
Article 5.17.  Developer shall reimburse Connecting Transmission Owner for
such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within
thirty (30) Calendar Days of receiving written notification from Connecting
Transmission Owner of the amount due, including detail about how the amount
was calculated.

This indemnification obligation shall terminate at the earlier of (1) the expiration
of the ten-year testing period and the applicable statute of limitation, as it may be
extended by the Connecting Transmission Owner upon request of the IRS, to
keep these years open for audit or adjustment, or (2) the occurrence of a

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subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

5.17.4  Tax Gross-Up Amount.  Developer’s liability for the cost consequences of any

current tax liability under this Article 5.17 shall be calculated on a fully grossed-
up basis.  Except as may otherwise be agreed to by the parties, this means that
Developer will pay Connecting Transmission Owner, in addition to the amount
paid for the Attachment Facilities and System Upgrade Facilities, an amount
equal to (1) the current taxes imposed on Connecting Transmission Owner
(“Current Taxes”) on the excess of (a) the gross income realized by Connecting
Transmission Owner as a result of payments or property transfers made by
Developer to Connecting Transmission Owner under this Agreement (without
regard to any payments under this Article 5.17) (the “Gross Income Amount”)
over (b) the present value of future tax deductions for depreciation that will be
available as a result of such payments or property transfers (the “Present Value
Depreciation Amount”), plus (2) an additional amount sufficient to permit the
Connecting Transmission Owner to receive and retain, after the payment of all
Current Taxes, an amount equal to the net amount described in clause (1).

For this purpose, (i) Current Taxes shall be computed based on Connecting

Transmission Owner’s composite federal and state tax rates at the time the

payments or property transfers are received and Connecting Transmission Owner
will be treated as being subject to tax at the highest marginal rates in effect at
that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation
Amount shall be computed by discounting Connecting Transmission Owner’s
anticipated tax depreciation deductions as a result of such payments or property
transfers by Connecting Transmission Owner’s current weighted average cost of
capital.  Thus, the formula for calculating Developer’s liability to Connecting
Transmission Owner pursuant to this Article 5.17.4 can be expressed as follows:
(Current Tax Rate x (Gross Income Amount - Present Value of Tax
Depreciation))/(1 - Current Tax Rate).

Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

5.17.5  Private Letter Ruling or Change or Clarification of Law.  At Developer’s

request and expense, Connecting Transmission Owner shall file with the IRS a
request for a private letter ruling as to whether any property transferred or sums
paid, or to be paid, by Developer to Connecting Transmission Owner under this
Agreement are subject to federal income taxation.  Developer will prepare the
initial draft of the request for a private letter ruling, and will certify under
penalties of perjury that all facts represented in such request are true and accurate
to the best of Developer’s knowledge.  Connecting Transmission Owner and
Developer shall cooperate in good faith with respect to the submission of such
request.

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Connecting Transmission Owner shall keep Developer fully informed of the

status of such request for a private letter ruling and shall execute either a privacy
act waiver or a limited power of attorney, in a form acceptable to the IRS, that
authorizes Developer to participate in all discussions with the IRS regarding such
request for a private letter ruling.  Connecting Transmission Owner shall allow
Developer to attend all meetings with IRS officials about the request and shall
permit Developer to prepare the initial drafts of any follow-up letters in

connection with the request.

5.17.6  Subsequent Taxable Events.  If, within 10 years from the date on which the

relevant Connecting Transmission Owner Attachment Facilities are placed in
service, (i) Developer Breaches the covenants contained in Article 5.17.2, (ii) a
“disqualification event” occurs within the meaning of IRS Notice 88-129, or (iii)
this Agreement terminates and Connecting Transmission Owner retains
ownership of the Attachment Facilities and System Upgrade Facilities, the
Developer shall pay a tax gross-up for the cost consequences of any current tax
liability imposed on Connecting Transmission Owner, calculated using the
methodology described in Article 5.17.4 and in accordance with IRS Notice 90-

60.

5.17.7  Contests.  In the event any Governmental Authority determines that Connecting

Transmission Owner’s receipt of payments or property constitutes income that is
subject to taxation, Connecting Transmission Owner shall notify Developer, in
writing, within thirty (30) Calendar Days of receiving notification of such
determination by a Governmental Authority.  Upon the timely written request by
Developer and at Developer’s sole expense, Connecting Transmission Owner
may appeal, protest, seek abatement of, or otherwise oppose such determination.
Upon Developer’s written request and sole expense, Connecting Transmission
Owner may file a claim for refund with respect to any taxes paid under this
Article 5.17, whether or not it has received such a determination.  Connecting
Transmission Owner reserves the right to make all decisions with regard to the
prosecution of such appeal, protest, abatement or other contest, including the
selection of counsel and compromise or settlement of the claim, but Connecting
Transmission Owner shall keep Developer informed, shall consider in good faith
suggestions from Developer about the conduct of the contest, and shall
reasonably permit Developer or an Developer representative to attend contest
proceedings.

Developer shall pay to Connecting Transmission Owner on a periodic basis, as

invoiced by Connecting Transmission Owner, Connecting Transmission Owner’s
documented reasonable costs of prosecuting such appeal, protest, abatement or
other contest.  At any time during the contest, Connecting Transmission Owner
may agree to a settlement either with Developer’s consent or after obtaining
written advice from nationally-recognized tax counsel, selected by Connecting
Transmission Owner, but reasonably acceptable to Developer, that the proposed
settlement represents a reasonable settlement given the hazards of litigation.

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Developer’s obligation shall be based on the amount of the settlement agreed to by Developer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence.  The settlement amount shall be calculated on a fully grossed-up basis to cover any related cost consequences of the current tax liability.  Any settlement without Developer’s consent or such written advice will relieve Developer from any obligation to indemnify Connecting Transmission
Owner for the tax at issue in the contest.

5.17.8  Refund.  In the event that (a) a private letter ruling is issued to Connecting

Transmission Owner which holds that any amount paid or the value of any

property transferred by Developer to Connecting Transmission Owner under the
terms of this Agreement is not subject to federal income taxation, (b) any
legislative change or administrative announcement, notice, ruling or other
determination makes it reasonably clear to Connecting Transmission Owner in
good faith that any amount paid or the value of any property transferred by
Developer to Connecting Transmission Owner under the terms of this Agreement
is not taxable to Connecting Transmission Owner, (c) any abatement, appeal,
protest, or other contest results in a determination that any payments or transfers
made by Developer to Connecting Transmission Owner are not subject to federal
income tax, or (d) if Connecting Transmission Owner receives a refund from any
taxing authority for any overpayment of tax attributable to any payment or
property transfer made by Developer to Connecting Transmission Owner
pursuant to this Agreement, Connecting Transmission Owner shall promptly
refund to Developer the following:

(i)  Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon,

(ii)  Interest on any amounts paid by Developer to Connecting
Transmission Owner for such taxes which Connecting Transmission
Owner did not submit to the taxing authority, calculated in accordance
with the methodology set forth in FERC’s regulations at 18 C.F.R.
§35.19a(a)(2)(iii) from the date payment was made by Developer to the
date Connecting Transmission Owner refunds such payment to
Developer, and

(iii)  With respect to any such taxes paid by Connecting Transmission
Owner, any refund or credit Connecting Transmission Owner receives or
to which it may be entitled from any Governmental Authority, interest (or
that portion thereof attributable to the payment described in clause (i),
above) owed to the Connecting Transmission Owner for such
overpayment of taxes (including any reduction in interest otherwise
payable by Connecting Transmission Owner to any Governmental

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Authority resulting from an offset or credit); provided, however, that

Connecting Transmission Owner will remit such amount promptly to

Developer only after and to the extent that Connecting Transmission

Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities.

The intent of this provision is to leave both the Developer and

Connecting Transmission Owner, to the extent practicable, in the event
that no taxes are due with respect to any payment for Attachment
Facilities and System Upgrade Facilities hereunder, in the same position
they would have been in had no such tax payments been made.

5.17.9  Taxes Other Than Income Taxes.  Upon the timely request by Developer, and

at Developer’s sole expense, Connecting Transmission Owner shall appeal,
protest, seek abatement of, or otherwise contest any tax (other than federal or
state income tax) asserted or assessed against Connecting Transmission Owner
for which Developer may be required to reimburse Connecting Transmission
Owner under the terms of this Agreement.  Developer shall pay to Connecting
Transmission Owner on a periodic basis, as invoiced by Connecting

Transmission Owner, Connecting Transmission Owner’s documented reasonable
costs of prosecuting such appeal, protest, abatement, or other contest.  Developer
and Connecting Transmission Owner shall cooperate in good faith with respect
to any such contest.  Unless the payment of such taxes is a prerequisite to an
appeal or abatement or cannot be deferred, no amount shall be payable by
Developer to Connecting Transmission Owner for such taxes until they are
assessed by a final, non-appealable order by any court or agency of competent
jurisdiction.  In the event that a tax payment is withheld and ultimately due and
payable after appeal, Developer will be responsible for all taxes, interest and
penalties, other than penalties attributable to any delay caused by Connecting
Transmission Owner.

5.18  Tax Status; Non-Jurisdictional Entities.

5.18.1 Tax Status.  Each Party shall cooperate with the other Parties to maintain the
 other Parties’ tax status.  Nothing in this Agreement is intended to adversely
 affect the tax status of any Party including the status of NYISO, or the status of
 any Connecting Transmission Owner with respect to the issuance of bonds
 including, but not limited to, Local Furnishing Bonds.  Notwithstanding any
 other provisions of this Agreement, the Connecting Transmission Owner  shall
 not be required to comply with any provisions of this Agreement that would
 result in the loss of tax-exempt status of any of their Tax-Exempt Bonds or
 impair their ability to issue future tax-exempt obligations.  For purposes of this
 provision, Tax-Exempt Bonds shall include the obligations of the Connecting

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Transmission Owner the interest on which is not included in gross income under the Internal Revenue Code.

5.19 Modification.

5.19.1  General.  Either the Developer or Connecting Transmission Owner may

undertake modifications to its facilities covered by this Agreement.  If either the
Developer or Connecting Transmission Owner plans to undertake a modification
that reasonably may be expected to affect the other Party’s facilities, that Party
shall provide to the other Party,  sufficient information regarding such
modification so that the other Party may evaluate the potential impact of such
modification prior to commencement of the work.  Such information shall be
deemed to be Confidential Information hereunder and shall include information
concerning the timing of such modifications and whether such modifications are
expected to interrupt the flow of electricity from the Transmission Project.  The
Party desiring to perform such work shall provide the relevant drawings, plans,
and specifications to the other Party at least ninety (90) Calendar Days in
advance of the commencement of the work or such shorter period upon which
the Parties may agree, which agreement shall not unreasonably be withheld,
conditioned or delayed.

5.19.2  Standards.  Any additions, modifications, or replacements made to a Party’s

facilities shall be designed, constructed and operated in accordance with this Agreement, NYISO requirements and Good Utility Practice.

5.19.3  Modification Costs.  Developer shall not be assigned the costs of any additions,

modifications, or replacements that Connecting Transmission Owner makes to
the Connecting Transmission Owner’s Attachment Facilities or the New York
State Transmission System to facilitate the interconnection of a third party to the
Connecting Transmission Owner’s Attachment Facilities or the New York State
Transmission System, or to provide Transmission Service to a third party under
the NYISO OATT, except in accordance with the cost allocation procedures in
Attachment S of the NYISO OATT.  Developer shall be responsible for the costs
of any additions, modifications, or replacements to the Developer Attachment
Facilities that may be necessary to maintain or upgrade such Developer

Attachment Facilities consistent with Applicable Laws and Regulations, Applicable Reliability Standards or Good Utility Practice.

ARTICLE 6.  TESTING AND INSPECTION

6.1  Pre-Commercial Operation Date Testing and Modifications.  Prior to the

Commercial Operation Date, the Connecting Transmission Owner shall test the

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Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities
and Developer shall test the Transmission Project  and the Developer’s Attachment
Facilities to ensure their safe and reliable operation.  Similar testing may be required
after initial operation.  Developer and Connecting Transmission Owner shall each make
any modifications to its facilities that are found to be necessary as a result of such
testing.  The Developer has the right to test all System Upgrade Facilities located at the
Sugarloaf Substation. The Connecting Transmission Owner shall bear the cost of all
such testing and modifications.

6.2  Post-Commercial Operation Date Testing and Modifications.  Consistent with

Section 10.5, Connecting Transmission Owner shall pay all the expenses associated with
performing routine inspection and testing of the facilities and equipment in accordance
with Good Utility Practice and Applicable Reliability Standards as may be necessary to
provide for the continued interconnection of the Transmission Project with the New
York State Transmission System in a safe and reliable manner.  Developer and
Connecting Transmission Owner shall each have the right, upon advance written notice,
to require reasonable additional testing of the other Party’s facilities, at the Connecting
Transmission Owner’s expense, as may be in accordance with Good Utility Practice.

6.3  Right to Observe Testing.  Developer and Connecting Transmission Owner shall each

notify the other Party in advance of its performance of tests of its Attachment Facilities and Transmission Project.  The other Party shall each have the right, at its own expense, to observe such testing.

6.4  Right to Inspect.  Developer and Connecting Transmission Owner shall each have the

right, but shall have no obligation to: (i) observe the other Party’s tests and/or inspection
of any of its System Protection Facilities and other protective equipment; (ii) review the
settings of the other Party’s System Protection Facilities and other protective equipment;
and (iii) review the other Party’s maintenance records relative to the Attachment
Facilities, the System Protection Facilities and other protective equipment.  A Party may
exercise these rights from time to time as it deems necessary upon reasonable notice to
the other Party.  The exercise or non-exercise by a Party of any such rights shall not be
construed as an endorsement or confirmation of any element or condition of the
Attachment Facilities or the System Protection Facilities or other protective equipment
or the operation thereof, or as a warranty as to the fitness, safety, desirability, or
reliability of same.  Any information that a Party obtains through the exercise of any of
its rights under this Article 6.4 shall be treated in accordance with Article 22 of this
Agreement and Attachment F to the NYISO OATT.

ARTICLE 7.  METERING

7.1 General.

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Developer and Connecting Transmission Owner shall each comply with applicable

requirements of NYISO and the New York Public Service Commission when exercising
its rights and fulfilling its responsibilities under this Article 7.  Unless otherwise agreed
by Connecting Transmission Owner and Developer, Connecting Transmission Owner
shall install Metering Equipment at the Point of Interconnection prior to any operation of
the Transmission Facility and shall own, operate, test and maintain such Metering
Equipment.  Net power flows including MW and MVAR, MWHR and loss profile data
to and from the Transmission Facility shall be measured at the Point of Interconnection.
Connecting Transmission Owner shall provide metering quantities, in analog and/or
digital form, as required, to the Developer upon request.  As negotiated between the
Parties, the Connecting Transmission Owner shall bear all reasonable documented costs
associated with the purchase, installation, operation, testing and maintenance of the
Metering Equipment.

7.2 Local Meters.

Developer, at its option and expense, may install and operate, on its premises and on its side of the Point of Interconnection, one or more local meters to check Connecting Transmission Owner’s meters.  Such local meters shall be for check purposes only and shall not be used for the measurement of power flows for purposes of this Agreement, except as provided in Article 7.4 below.  The local meters shall be subject at all
reasonable times to inspection and examination by Connecting Transmission Owner or its designee.  The installation, operation and maintenance thereof shall be performed entirely by Developer in accordance with Good Utility Practice.

7.3 Standards.

Connecting Transmission Owner shall install, calibrate, and test revenue quality

Metering Equipment including potential transformers and current transformers in

accordance with applicable ANSI and PSC standards as detailed in the NYISO Control
Center Communications Manual and in the NYISO Revenue Metering Requirements
Manual.

7.4 Testing of Metering Equipment.

Connecting Transmission Owner shall inspect and test all of its Metering Equipment
upon installation and at least once every two (2) years thereafter.  If requested to do so
by Developer, Connecting Transmission Owner shall, at Developer’s expense, inspect or
test Metering Equipment more frequently than every two (2) years.  Connecting
Transmission Owner shall give reasonable notice of the time when any inspection or test
shall take place, and Developer may have representatives present at the test or
inspection.  If at any time Metering Equipment is found to be inaccurate or defective, it
shall be adjusted, repaired or replaced at Developer’s expense, in order to provide
accurate metering, unless the inaccuracy or defect is due to Connecting Transmission
Owner’s failure to maintain, then Connecting Transmission Owner shall pay.  If
Metering Equipment fails to register, or if the measurement made by Metering
Equipment during a test varies by more than two percent from the measurement made by
the standard meter used in the test, Connecting Transmission Owner shall adjust the
measurements by correcting all measurements for the period during which Metering

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Equipment was in error by using Developer’s check meters, if installed.  If no such check meters are installed or if the period cannot be reasonably ascertained, the
adjustment shall be for the period immediately preceding the test of the Metering
Equipment equal to one‐half the time from the date of the last previous test of the Metering Equipment.

7.5 Metering Data.

At Developer’s expense, the metered data shall be telemetered to one or more locations designated by Connecting Transmission Owner, Developer and the NYISO.  Such
telemetered data shall be used, under normal operating conditions, as the official
measurement of the amount of energy transmitted by the Transmission Facility at the Point of Interconnection.

ARTICLE 8.  COMMUNICATIONS

8.1  Developer Obligations.  In accordance with applicable NYISO requirements,

Developer shall maintain satisfactory operating communications with Connecting
Transmission Owner and the NYISO.  The Connecting Transmission Owner  shall
provide standard voice line, dedicated voice line and facsimile communications at its
transmission control room or central dispatch facility through use of either the public
telephone system, or a voice communications system that does not rely on the public
telephone system.  The Connecting Transmission Owner shall also provide the dedicated
data circuit(s) necessary to provide Developer data to Connecting Transmission Owner
and the NYISO as set forth in Appendix A hereto.  The data circuit(s) shall extend from
the Transmission Project  to the location(s) specified by Connecting Transmission
Owner, Developer and the NYISO.  Any required maintenance of such communications
equipment shall be performed by Developer  at the Connecting Transmission Owner’s
expense.  Operational communications shall be activated and maintained under, but not
be limited to, the following events: system paralleling or separation, scheduled and
unscheduled shutdowns, equipment clearances, and hourly and daily load data.

8.2  Remote Terminal Unit.  Prior to the Initial Synchronization Date of the Transmission

Project, a Remote Terminal Unit, or equivalent data collection and transfer equipment
acceptable to the Parties, shall be installed by Developer, or by Connecting
Transmission Owner at the Connecting Transmission Owner’s  expense, to gather
accumulated and instantaneous data to be telemetered to the location(s) designated by
Connecting Transmission Owner and NYISO through use of a dedicated point-to-point
data circuit(s) as indicated in Article 8.1.  The communication protocol for the data
circuit(s) shall be specified by Connecting Transmission Owner, the Developer and the
NYISO.  Instantaneous bi-directional analog real power and reactive power flow
information must be telemetered directly to the location(s) specified by Connecting
Transmission Owner, and the  NYISO.

Each Party will promptly advise the other Party if it detects or otherwise learns of any
metering, telemetry or communications equipment errors or malfunctions that require

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the attention and/or correction by that other Party.  The other Party owning such
equipment shall correct such error or malfunction as soon as reasonably feasible.

8.3  No Annexation.  Any and all equipment placed on the premises of a Party shall be and

remain the property of the Party providing such equipment regardless of the mode and
manner of annexation or attachment to real property, unless otherwise mutually agreed
by the Party providing such equipment and the Party receiving such equipment.

ARTICLE 9.  OPERATIONS

9.1  General.  Each Party shall comply with Applicable Laws and Regulations and

Applicable Reliability Standards.  Each Party shall provide to the other Parties all information that may reasonably be required by the other Parties to comply with Applicable Laws and Regulations and Applicable Reliability Standards.

9.2  Connecting Transmission Owner Obligations.  Connecting Transmission Owner

shall cause the New York State Transmission System and the Connecting Transmission
Owner’s Attachment Facilities to be operated, maintained and controlled in a safe and
reliable manner in accordance with this Agreement and the NYISO Tariffs.  Connecting
Transmission Owner may provide operating instructions to Developer consistent with
this Agreement, NYISO procedures and Connecting Transmission Owner’s operating
protocols and procedures as they may change from time to time.  Connecting

Transmission Owner  will consider changes to its  respective operating protocols and procedures proposed by Developer.

9.3  Developer Obligations.  Developer shall at its own expense operate, maintain and

control the  Transmission Project and the Developer Attachment Facilities in a safe and reliable manner and in accordance with this Agreement.  Developer shall operate the Transmission Project and the Developer’s Attachment Facilities in accordance with NYISO and Connecting Transmission Owner requirements.

9.4  Start-Up and Synchronization.  Consistent with the mutually acceptable procedures of

the Developer and Connecting Transmission Owner, the Developer is responsible for the proper synchronization of the Transmission Project to the New York State Transmission System in accordance with the NYISO, and Connecting Transmission Owner procedures and requirements.

9.5 Reserved.

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9.6 Outages and Interruptions.

9.6.1 Outages.

9.6.1.1  Outage Authority and Coordination.  Developer and Connecting

Transmission Owner may each, in accordance with NYISO

procedures and Good Utility Practice and in coordination with the
other Party, remove from service any of its respective Attachment
Facilities or System Upgrade Facilities that may impact the other
Party’s facilities as necessary to perform maintenance or testing or to
install or replace equipment.  Absent an Emergency State, the Party
scheduling a removal of such facility(ies) from service will use
Reasonable Efforts to schedule such removal on a date and time
mutually acceptable to both the Developer and the Connecting
Transmission Owner.  In all circumstances either Party planning to
remove such facility(ies) from service shall use Reasonable Efforts to
minimize the effect on the other Party of such removal.

9.6.1.2  Outage Schedules.  Developer shall post scheduled outages of its

transmission facilities on the NYISO OASIS.

9.6.1.3  Outage Restoration.  If an outage on the Attachment Facilities or

System Upgrade Facilities of the Connecting Transmission Owner or
Developer adversely affects the other Party’s operations or facilities,
the Party that owns the facility that is out of service shall use
Reasonable Efforts to promptly restore such facility(ies) to a normal
operating condition consistent with the nature of the outage.  The
Party that owns the facility that is out of service shall provide the
other Party and NYISO, to the extent such information is known,
information on the nature of the Emergency State, an estimated time
of restoration, and any corrective actions required.  Initial verbal
notice shall be followed up as soon as practicable with written notice
explaining the nature of the outage.

9.6.2  Interruption of Service.  If required by Good Utility Practice or Applicable

Reliability Standards to do so, the NYISO or Connecting Transmission Owner may require Developer to interrupt or reduce transmission of electricity over the Transmission Project if such transmission could adversely affect the ability of NYISO and Connecting Transmission Owner to perform such activities as are necessary to safely and reliably operate and maintain the New York State
Transmission System.  The following provisions shall apply to any interruption or reduction permitted under this Article 9.6.2:

9.6.2.1  The interruption or reduction shall continue only for so long as

reasonably necessary to: (a) protect its facilities from physical

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damage or to prevent injury or damage to persons or property under
Good Utility Practice; or (b) comply with Applicable Reliability
Standards;

9.6.2.2  Any such interruption or reduction shall be : (a) undertaken in

accordance with applicable NYISO procedures and directives; and (b)
undertaken on an equitable, non-discriminatory basis with respect to
all transmission facilities directly connected to that part of the New
York State Transmission System owned by Connecting Transmission
Owner;

9.6.2.3  When the interruption or reduction must be made under

circumstances which do not allow for advance notice or Connecting Transmission Owner shall notify Developer  as soon as practicable of the reasons for the curtailment, interruption, or reduction, and, if
known, its expected duration.  Telephone notification shall be
followed by written notification as soon as practicable;

9.6.2.4  Except during the existence of an Emergency State, when the

interruption or reduction can be scheduled without advance notice,
Connecting Transmission Owner or Developer, as applicable, shall
notify the other Party in advance regarding the timing of such
scheduling and further notify the other Party  of the expected
duration.  Connecting Transmission Owner shall coordinate with the
Developer using Good Utility Practice to schedule the interruption or
reduction during periods of least impact to the Developer, the
Connecting Transmission Owner and the New York State
Transmission System;

9.6.2.5  The Parties shall cooperate and coordinate with each other to the

extent necessary in order to restore the Transmission Project,

Attachment Facilities, and the New York State Transmission System
to their normal operating state, consistent with system conditions and
Good Utility Practice, and in accordance with the directives of the
NYISO.

9.6.3  Under-Frequency and Over-Frequency Conditions.  The New York State

Transmission System is designed to automatically activate a load-shed program
as required by the NPCC in the event of an under-frequency system disturbance.
Developer shall implement under-frequency and over-frequency relay set points
for the Transmission Project  as required by the NPCC to ensure the “ride
through” capability of the New York State Transmission System.   Transmission
Project response to frequency deviations of predetermined magnitudes, both
under-frequency and over-frequency deviations, shall be studied and coordinated
with the NYISO and Connecting Transmission Owner in accordance with Good

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Utility Practice.  The term “ride through” as used herein shall mean the ability of a ttransmission facility to stay connected to and synchronized with the New York State Transmission System during system disturbances within a range of underfrequency and over-frequency conditions, in accordance with Good Utility
Practice and with criteria A 3.

9.6.4  System Protection and Other Control Requirements.

9.6.4.1  System Protection Facilities.  Connecting Transmission Owner shall

have installed System Protection Facilities at the terminal substations
as a part of the Transmission Project.   Connecting Transmission
Owner shall install at Developer’s expense any System Protection
Facilities that may be required on the Connecting Transmission
Owner Attachment Facilities or the New York State Transmission
System as a result of the interconnection of the Transmission Project.

9.6.4.2  The protection facilities of both the Developer and Connecting

Transmission Owner shall be designed and coordinated with other systems in accordance with Good Utility Practice and Applicable Reliability Standards.

9.6.4.3  The Developer and Connecting Transmission Owner shall each be

responsible for protection of its respective facilities consistent with Good Utility Practice and Applicable Reliability Standards.

9.6.4.4  The protective relay design of the Developer and Connecting

Transmission Owner shall each incorporate the necessary test

switches to perform the tests required in Article 6 of this Agreement. The required test switches will be placed such that they allow
operation of lockout relays while preventing breaker failure schemes from operating and causing unnecessary breaker operations and/or the tripping of the Developer’s Transmission Project or the Connecting Transmission Owner’s facilities.

9.6.4.5  Developer and Connecting Transmission Owner will each test,

operate and maintain System Protection Facilities in accordance with Good Utility Practice and NPCC criteria.

9.6.4.6  Prior to the In-Service Date, and again prior to the Commercial

Operation Date, Developer and Connecting Transmission Owner shall
each perform, or their agents shall perform, a complete calibration
test and functional trip test of the System Protection Facilities.  At
intervals suggested by Good Utility Practice and following any
apparent malfunction of the System Protection Facilities, Developer

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and Connecting Transmission Owner shall each perform calibration
and functional trip tests of the System Protection Facilities in a
manner and at intervals consistent with Connecting Transmission
Owner’s standard practice for performing such tests.  These tests do
not require the tripping of any in-service generation unit.  These tests
do, however, require that all protective relays and lockout contacts be
activated.

9.6.5  Requirements for Protection.  In compliance with NPCC requirements,

applicable requirements of other Applicable Reliability Councils, and Good

Utility Practice, Developer shall provide, install, own, and maintain relays,

circuit breakers and all other devices necessary to remove any fault contribution
of the  Transmission Project  to any short circuit occurring on the New York
State Transmission System not otherwise isolated by Connecting Transmission
Owner’s equipment, such that the removal of the fault contribution shall be
coordinated with the protective requirements of the New York State
Transmission System.  Developer shall be solely responsible to disconnect the
Transmission Project and Developer’s other equipment if conditions on the New
York State Transmission System could adversely affect the Transmission
Project.

9.6.6  Power Quality.  Neither the facilities of Developer nor the facilities of

Connecting Transmission Owner shall cause excessive voltage flicker nor

introduce excessive distortion to the sinusoidal voltage or current waves as

defined by ANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or any applicable superseding electric industry standard.  In the event of a
conflict between ANSI Standard C84.1-1989, or any applicable superseding electric industry standard, ANSI Standard C84.1-1989, or the applicable
superseding electric industry standard, shall control.

9.7  Switching and Tagging Rules.

Developer and Connecting Transmission Owner shall each provide the other Party with a copy of its switching and tagging rules that are applicable to the other Party’s
activities.  Such switching and tagging rules shall be developed and administered on a non-discriminatory basis.  The Parties shall comply with applicable switching and
tagging rules, as amended from time to time, in obtaining clearances for work or for
switching operations on equipment.

9.8  Use of Attachment Facilities by Third Parties.

9.8.1   Purpose of Attachment Facilities.  Except as may be required by Applicable
 Laws and Regulations, or as otherwise agreed to by the Parties, the Attachment
 Facilities shall be constructed for the sole purpose of interconnecting the

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Transmission Project to the New York State Transmission System and shall be used for no other purpose.

9.8.2   Third Party Users.  If required by Applicable Laws and Regulations or if the

Parties mutually agree, such agreement not to be unreasonably withheld, to allow
one or more third parties to use the Connecting Transmission Owner’s
Attachment Facilities, or any part thereof, Developer shall be entitled to
compensation for the capital expenses it incurred in connection with the
Attachment Facilities based upon the pro rata use of the Attachment Facilities by
Connecting Transmission Owner, all third party users, and Developer, in
accordance with Applicable Laws and Regulations or upon some other mutually-
agreed upon methodology.  In addition, cost responsibility for ongoing costs,
including operation and maintenance costs associated with the Attachment
Facilities, will be allocated between Developer and any third party users based
upon the pro rata use of the Attachment Facilities by Connecting Transmission
Owner, all third party users, and Developer, in accordance with Applicable Laws
and Regulations or upon some other mutually agreed upon methodology.  If the
issue of such compensation or allocation cannot be resolved through such
negotiations, it shall be submitted to FERC for resolution.

9.9  Disturbance Analysis Data Exchange.  The Parties will cooperate with one another

and the NYISO in the analysis of disturbances to either the Transmission Project  or the
New York State Transmission System by gathering and providing access to any
information relating to any disturbance, including information from disturbance
recording equipment, protective relay targets, breaker operations and sequence of events
records, and any disturbance information required by Good Utility Practice.

ARTICLE 10.  MAINTENANCE

10.1  Connecting Transmission Owner Obligations.  Connecting Transmission Owner shall

maintain its transmission facilities and Attachment Facilities in a safe and reliable manner and in accordance with this Agreement.

10.2  Developer Obligations.  Developer shall maintain its Transmission Project and

Attachment Facilities in a safe and reliable manner and in accordance with this Agreement.

10.3  Coordination.  Developer and Connecting Transmission Owner shall confer regularly

to coordinate the planning, scheduling and performance of preventive and corrective

maintenance on the Transmission Project and the Attachment Facilities.  The Developer and Connecting Transmission Owner shall keep the NYISO fully informed of the

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preventive and corrective maintenance that is planned, and shall schedule all such maintenance in accordance with NYISO procedures.

10.4  Secondary Systems.  Developer and Connecting Transmission Owner shall each

cooperate with the other in the inspection, maintenance, and testing of control or power
circuits that operate below 600 volts, AC or DC, including, but not limited to, any
hardware, control or protective devices, cables, conductors, electric raceways, secondary
equipment panels, transducers, batteries, chargers, and voltage and current transformers
that directly affect the operation of Developer or Connecting Transmission Owner’s
facilities and equipment which may reasonably be expected to impact the other Party.
Developer and Connecting Transmission Owner shall each provide advance notice to the
other Party, and to NYISO, before undertaking any work on such circuits, especially on
electrical circuits involving circuit breaker trip and close contacts, current transformers,
or potential transformers.

10.5  Operating and Maintenance Expenses.  Subject to the provisions herein addressing

the use of facilities by third parties, and except for operations and maintenance expenses associated with modifications made for providing interconnection or transmission
service to a third party and such third party pays for such expenses, the Connecting
Transmission Owner shall be responsible for all reasonable expenses including
overheads, associated with: (1) owning, operating, maintaining, repairing, and replacing Developer Attachment Facilities; and (2) operation, maintenance, repair and replacement of Connecting Transmission Owner’s Attachment Facilities. The Connecting
Transmission Owner shall also be responsible for all operating and maintenance
expenses associated with the SUFs that are listed in Appendix A.

ARTICLE 11.  PERFORMANCE OBLIGATION

11.1 Developer Attachment Facilities.  Developer shall design, procure, construct, install,

own and/or control the Developer’s Attachment Facilities described in Appendix A,

hereto.

11.2  Connecting Transmission Owner’s Attachment Facilities.  Connecting Transmission

Owner shall design, procure, construct, install, own and/or control the Connecting
Transmission Owner’s Attachment  Facilities described in Appendix A hereto, at its sole expense.

11.3  System Upgrade Facilities.

The Connecting Transmission Owner shall design, procure, construct, install, the 345
kV System Upgrade Facilities described in Appendix A hereto.  The Connecting
Transmission Owner shall own the System Upgrade Facilities that will be located in the

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345kv Ramapo Substation.  The Developer will own the remaining in System Upgrade Facilities, as described in Appendix A.

11.4 Reserved.

11.5  Provision of Security.  No security is required to be posted because Connecting

Transmission Owner will be responsible for performing all the construction activities and has assumed all such cost responsibility.

11.6  Developer Compensation for Emergency Services.  If, during an Emergency State,

Developer provides services at the request or direction of the NYISO or Connecting Transmission Owner,  Developer will be compensated for such services in accordance with the Services Tariff.

11.7  Line Outage Costs.  Notwithstanding any provision in the Tariff to the contrary,

Connecting Transmission Owner may propose to recover line outage costs associated with the installation of Connecting Transmission Owner’s Attachment Facilities or System Upgrade Facilities on a case-by-case basis.

ARTICLE 12.  INVOICE

12.1  General.  Developer and Connecting Transmission Owner shall each submit to the other

Party, on a monthly basis, invoices of amounts due for the preceding month.  Each

invoice shall state the month to which the invoice applies and fully describe the services and equipment provided.  Developer and Connecting Transmission Owner may
discharge mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all amounts one Party owes to the other Party under this Agreement, including interest payments or credits, shall be netted so that only the net amount remaining due shall be paid by the owing Party.

12.2  Final Invoice.  Within six months after completion of the construction of the

Connecting Transmission Owner’s Attachment Facilities and the System Upgrade

Facilities, Connecting Transmission Owner shall provide an invoice of the final cost of the construction of the Connecting Transmission Owner’s Attachment Facilities and the System Upgrade Facilities and shall set forth such costs in sufficient detail to enable
Developer to compare the actual costs with the estimates and to ascertain deviations, if any, from the cost estimates.

12.3  Payment.  Invoices shall be rendered to the paying Party at the address specified in

Appendix F hereto.  The Party receiving the invoice shall pay the invoice within thirty

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(30) Calendar Days of receipt.  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.  Payment of invoices will not constitute a waiver of any rights or claims the paying Party may have under this Agreement.

12.4  Disputes.  In the event of a billing dispute between Connecting Transmission Owner

and Developer, Connecting Transmission Owner shall continue to perform under this
Agreement as long as the paying Party : (i) continues to make all payments not in
dispute; and (ii) pays to the other Party  or into an independent escrow account the
portion of the invoice in dispute, pending resolution of such dispute.  If the paying Party
fails to meet these two requirements for continuation of service, then the other Party
may provide notice to the paying Party  of a Default pursuant to Article 17.  Within
thirty (30) Calendar Days after the resolution of the dispute, the Party that owes money
to the other Party shall pay the amount due with interest calculated in accord with the
methodology set forth in FERC’s Regulations at 18 C.F.R.  § 35.19a(a)(2)(iii).

ARTICLE 13. EMERGENCIES

13.1  Obligations.  Each Party shall comply with the Emergency State procedures of the

NYISO, the applicable Reliability Councils, Applicable Laws and Regulations, and any emergency procedures agreed to by the NYISO Operating Committee.

13.2  Notice. The NYISO or, as applicable, Connecting Transmission Owner shall notify

Developer promptly when it becomes aware of an Emergency State that affects the

Connecting Transmission Owner’s Attachment Facilities or the New York State

Transmission System that may reasonably be expected to affect Developer’s operation
of the  Transmission Project  or the Developer’s Attachment Facilities.  Developer shall
notify NYISO and Connecting Transmission Owner promptly when it becomes aware of
an Emergency State that affects the Transmission Project  or the Developer Attachment
Facilities that may reasonably be expected to affect the New York State Transmission
System or the Connecting Transmission Owner’s Attachment Facilities.  To the extent
information is known, the notification shall describe the Emergency State, the extent of
the damage or deficiency, the expected effect on the operation of Developer’s or

Connecting Transmission Owner’s facilities and operations, its anticipated duration and the corrective action taken and/or to be taken.  The initial notice shall be followed as soon as practicable with written notice.

13.3  Immediate Action.  Unless, in Developer’s reasonable judgment, immediate action is

required, Developer shall obtain the consent of Connecting Transmission Owner, such consent to not be unreasonably withheld, prior to performing any manual switching operations of the Transmission Project or in response to an Emergency State either declared by the NYISO, Connecting Transmission Owner or otherwise regarding New York State Transmission System.

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13.4  NYISO and Connecting Transmission Owner Authority.

13.4.1  General.  The NYISO or Connecting Transmission Owner may take whatever

actions with regard to the New York State Transmission System or the

Connecting Transmission Owner’s Attachment Facilities it deems necessary

during an Emergency State in order to (i) preserve public health and safety, (ii) preserve the reliability of the New York State Transmission System or the Connecting Transmission Owner’s Attachment Facilities, (iii) limit or prevent damage, and (iv) expedite restoration of service.

The NYISO and Connecting Transmission Owner shall use Reasonable Efforts
to minimize the effect of such actions or inactions on the Transmission Project.
The NYISO or Connecting Transmission Owner may, on the basis of technical
considerations, require the Transmission Project to mitigate an Emergency State
by taking actions necessary and limited in scope to remedy the Emergency State,
including, but not limited to, directing Developer to shut-down, start-up, increase
or decrease the real or reactive power output of the  Transmission Project;

implementing a reduction or disconnection pursuant to Article 13.4.2; directing Developer to assist with blackstart (if available) or restoration efforts; or altering the outage schedules of the Transmission Project  and the Developer Attachment Facilities.  Developer shall comply with all of the NYISO and Connecting
Transmission Owner’s operating instructions concerning Transmission Project, in compliance with Applicable Laws and Regulations.

13.4.2  Reduction and Disconnection.  The NYISO or Connecting Transmission

Owner may disconnect the Transmission Project, when such reduction or

disconnection is necessary under Good Utility Practice due to an Emergency

State.  These rights are separate and distinct from any right of Curtailment of the
NYISO pursuant to the NYISO OATT.  When NYISO or Connecting
Transmission Owner can schedule the reduction or disconnection in advance,
NYISO or Connecting Transmission Owner shall notify Developer of the
reasons, timing and expected duration of the reduction or disconnection.  The
NYISO or Connecting Transmission Owner shall coordinate with Developer
using Good Utility Practice to schedule the reduction or disconnection during
periods of least impact to Developer and the New York State Transmission
System.  Any reduction or disconnection shall continue only for so long as
reasonably necessary under Good Utility Practice.  The Parties shall cooperate
with each other to restore the  Transmission Project, the Attachment Facilities,
and the New York State Transmission System to their normal operating state as
soon as practicable consistent with Good Utility Practice.

13.5  Developer Authority.  Consistent with Good Utility Practice and this Agreement,

Developer may take whatever actions or inactions with regard to the Transmission

Project during an Emergency State in order to (i) preserve public health and safety, (ii)
preserve the reliability of the Transmission Project, (iii) limit or prevent damage, and

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(iv) expedite restoration of service.  Developer shall use Reasonable Efforts to minimize
the effect of such actions or inactions on the New York State Transmission System and
the Connecting Transmission Owner’s Attachment Facilities.  The NYISO and
Connecting Transmission Owner shall use Reasonable Efforts to assist Developer in
such actions.

13.6  Limited Liability.  Except as otherwise provided in Article 11.6 of this Agreement, no

Party shall be liable to another Party for any action it takes in responding to an

Emergency State so long as such action is made in good faith and is consistent with Good Utility Practice and the NYISO Tariffs.

ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW

14.1  Regulatory Requirements.  Each Party’s obligations under this Agreement shall be

subject to its receipt of any required approval or certificate from one or more

Governmental Authorities in the form and substance satisfactory to the applying Party,
or the Party making any required filings with, or providing notice to, such Governmental Authorities, and the expiration of any time period associated therewith.  Each Party shall in good faith seek and use its Reasonable Efforts to obtain such other approvals.
Nothing in this Agreement shall require Developer 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 the Public Utility Regulatory
Policies Act of 1978, as amended.

14.2 Governing Law.

14.2.1 The validity, interpretation and performance of this Agreement and each of its
 provisions shall be governed by the laws of the state of New York, without
 regard to its conflicts of law principles.

14.2.2  This Agreement is subject to all Applicable Laws and Regulations.

14.2.3 Each Party expressly reserves the right to seek changes in, appeal, or otherwise
 contest any laws, orders, rules, or regulations of a Governmental Authority.

ARTICLE 15. NOTICES

15.1  General.  Unless otherwise provided in this Agreement, any notice, demand or request

required or permitted to be given by a Party to the other Party and any instrument

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required or permitted to be tendered or delivered by a Party in writing to the other Party
shall be effective when delivered and may be so given, tendered or delivered, by
recognized national courier, or by depositing the same with the United States Postal
Service with postage prepaid, for delivery by certified or registered mail, addressed to
the Party, or personally delivered to the Party, at the address set out in Appendix F
hereto.

A Party may change the notice information in this Agreement by giving five (5) Business Days written notice prior to the effective date of the change.

15.2 Billings and Payments.  Billings and payments shall be sent to the addresses set out in

Appendix F hereto.

15.3  Alternative Forms of Notice.  Any notice or request required or permitted to be given

by a Party to the other Parties and not required by this Agreement to be given in writing may be so given by telephone, facsimile or email to the telephone numbers and email addresses set out in Appendix F hereto.

15.4  Operations and Maintenance Notice.  Developer and Connecting Transmission Owner

shall each notify the other Party in writing of the identity of the person(s) that it

designates as the point(s) of contact with respect to the implementation of Articles 9 and

10 of this Agreement.

ARTICLE 16. FORCE MAJEURE

16.1 Force Majeure.

16.1.1 Economic hardship shall not constitute and is not considered a Force Majeure
event.

16.1.2 A Party shall not be responsible or liable, or deemed, in Default with respect to
 any obligation hereunder, (other than the obligation to pay money when due, to
 the extent the Party is prevented from fulfilling such obligation by Force
 Majeure.  A Party unable to fulfill any obligation hereunder (other than an
 obligation to pay money when due) by reason of Force Majeure shall give notice
 and the full particulars of such Force Majeure to the other Party in writing or by
 telephone as soon as reasonably possible after the occurrence of the cause relied
 upon.  Telephone notices given pursuant to this Article shall be confirmed in
 writing as soon as reasonably possible and shall specifically state full particulars
 of the Force Majeure, the time and date when the Force Majeure occurred and
 when the Force Majeure is reasonably expected to cease.  The Party affected
 shall exercise due diligence to remove such disability with reasonable dispatch,

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but shall not be required to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or other labor disturbance.

ARTICLE 17. DEFAULT

17.1 Default.

17.1.1  General.  No Breach shall exist where such failure to discharge an obligation

(other than the payment of money) is the result of Force Majeure as defined in
this Agreement or the result of an act or omission of the other Party.  Upon a
Breach, the non-Breaching Parties shall give written notice of such to the
Breaching Party.  The Breaching Party shall have thirty (30) Calendar Days from
receipt of the Breach notice within which to cure such Breach; provided
however, if such Breach is not capable of cure within thirty (30) Calendar Days,
the Breaching Party shall commence such cure within thirty (30) Calendar Days
after notice and continuously and diligently complete such cure within ninety

(90) Calendar Days from receipt of the Breach notice; and, if cured within such time, the Breach specified in such notice shall cease to exist.

17.1.2  Right to Terminate.  If a Breach is not cured as provided in this Article 17, or if

a Breach is not capable of being cured within the period provided for herein, the
non-Breaching Party shall thereafter have the right to declare a Default and
terminate this Agreement by written notice at any time until cure occurs, and be
relieved of any further obligation hereunder and, whether or not the non-
breaching Party  terminates this Agreement, to recover from the defaulting Party
all amounts due hereunder, plus all other damages and remedies to which they
are entitled at law or in equity.  The provisions of this Article will survive
termination of this Agreement.

ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE

18.1  Indemnity.  Each Party (the “Indemnifying Party”) shall at all times indemnify, defend,

and save harmless, as applicable, the other Party (the “Indemnified Party”) from, any
and all damages, losses, claims, including claims and actions relating to injury to or
death of any person or damage to property, the alleged violation of any Environmental
Law, or the release or threatened release of any Hazardous Substance, demand, suits,
recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or
to third parties, arising out of or resulting from (i) the Indemnified Party’s performance
of its obligations under this Agreement on behalf of the Indemnifying Party, except in
cases where the Indemnifying Party can demonstrate that the Loss of the Indemnified

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Party was caused by the gross negligence or intentional wrongdoing of the Indemnified Party or (ii) the violation by the Indemnifying Party of any Environmental Law or the release by the Indemnifying Party of any Hazardous Substance.

18.1.1  Indemnified Party.  If a Party is entitled to indemnification under this Article 18

as a result of a claim by a third party, and the indemnifying Party fails, after

notice and reasonable opportunity to proceed under Article 18.1.3, to assume the defense of such claim, such Indemnified Party may at the expense of the
Indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim.

18.1.2  Indemnifying Party.  If an Indemnifying Party is obligated to indemnify and

hold any Indemnified Party harmless under this Article 18, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual Loss, net of any insurance or other recovery.

18.1.3  Indemnity Procedures.  Promptly after receipt by an Indemnified Party of any

claim or notice of the commencement of any action or administrative or legal
proceeding or investigation as to which the indemnity provided for in Article

18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of
such fact.  Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party.

Except as stated below, the Indemnifying Party shall have the right to assume the
defense thereof with counsel designated by such Indemnifying Party and
reasonably satisfactory to the Indemnified Party.  If the defendants in any such
action includes the Indemnified Party and the Indemnifying Party and if the
Indemnified Party reasonably concludes that there may be legal defenses
available to it and/or other Indemnified Parties which are different from or
additional to those available to the Indemnifying Party, the Indemnified Party
shall have the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on its own behalf.  In such
instances, the Indemnifying Party shall be required to pay the fees and expenses
of an additional attorney to represent the Indemnified Party.

The Indemnified Party shall be entitled, at its expense, to participate in any such
action, suit or proceeding, the defense of which has been assumed by the
Indemnifying Party.  Notwithstanding the foregoing, the Indemnifying Party (i)
shall not be entitled to assume and control the defense of any such action, suit or
proceedings if and to the extent that, in the opinion of the Indemnified Party and
its counsel, such action, suit or proceeding involves the potential imposition of
criminal liability on the Indemnified Party, or there exists a conflict or adversity
of interest between the Indemnified Party and the Indemnifying Party, in such
event the Indemnifying Party shall pay the reasonable expenses of the

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Indemnified Party, and (ii) shall not settle or consent to the entry of any

judgment in any action, suit or proceeding without the consent of the

Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

18.2  No Consequential Damages.  Other than the Liquidated Damages heretofore described

and the indemnity obligations set forth in Article 18.1, in no event shall any Party be

liable under any provision of this Agreement for any losses, damages, costs or expenses
for any special, indirect, incidental, consequential, or punitive damages, including but
not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost
of temporary equipment or services, whether based in whole or in part in contract, in
tort, including negligence, strict liability, or any other theory of liability; provided,
however, that damages for which a Party may be liable to the other Party under separate
agreement will not be considered to be special, indirect, incidental, or consequential
damages hereunder.

18.3   Insurance.   The following insurance requirements will apply in the event that the
 Developer and the Connecting Transmission Owner are not affiliated companies.

Developer and Connecting Transmission Owner shall each, at its own expense, maintain in force throughout the period of this Agreement, and until released by the other Party, the following insurance coverages:

18.3.1  Employers’ Liability and Workers’ Compensation Insurance providing statutory

benefits in accordance with the laws and regulations of New York State.

18.3.2  Commercial General Liability Insurance including premises and operations,

personal injury, property damage, contractual liability coverage  products and
completed operations coverage, coverage for explosion, collapse and
underground hazards, independent contractors coverage, coverage for pollution
to the extent normally available and damages to the extent normally available
and include cross liability with minimum limits of One Million Dollars
($1,000,000) per occurrence/One Million Dollars ($1,000,000) aggregate
combined single limit for personal injury, bodily injury, including death and
property damage.

18.3.3  Commercial Automobile Liability Insurance for coverage of owned and non-

owned and hired vehicles, trailers or semi-trailers designed for travel on public
roads, with a minimum, combined single limit of One Million Dollars
($1,000,000) per accident for bodily injury, including death, and property
damage.

18.3.4  Excess Liability Insurance over and above the Employers’ Liability Commercial

General Liability and Comprehensive Automobile Liability Insurance coverage,

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with a minimum combined single limit of Twenty Million Dollars ($20,000,000) per occurrence/Twenty Million Dollars ($20,000,000) aggregate.

18.3.5  The Commercial General Liability Insurance, Comprehensive Automobile

Insurance and Excess Liability Insurance policies of Developer and Connecting
Transmission Owner shall name the other Party, its parent, associated and
Affiliate companies and their respective directors, officers, agents, servants and
employees (“Other Party Group”) as additional insured.  All policies shall
contain provisions whereby the insurers waive all rights of subrogation in
accordance with the provisions of this Agreement against the Other Party Group.
Each party will provide thirty (30) calendar days advance written notice to the
Other Party Group prior to the cancellation or any material change in coverage

18.3.6  The Commercial General Liability Insurance, Comprehensive Automobile

Liability Insurance and Excess Liability Insurance policies providing additional
insured status shall contain provisions that the policies are primary and shall
apply to such extent without consideration for other policies separately carried.
These policies shall state that each insured is provided coverage as though a
separate policy had been issued to each, except the insurer’s liability shall not be
increased beyond the amount for which the insurer would have been liable had
only one insured been covered.  Developer and Connecting Transmission Owner
shall each be responsible for its respective deductibles or retentions.

18.3.7  The Commercial General Liability Insurance, Comprehensive Automobile

Liability Insurance and Excess Liability Insurance policies, if written on a

Claims First Made Basis, shall be maintained in full force and effect for two (2) years after termination of this Agreement, which coverage may be in the form of tail coverage or extended reporting period coverage.

18.3.8  The requirements contained herein as to the types and limits of all insurance to

be maintained by the Developer and Connecting Transmission Owner are not intended to and shall not in any manner, limit or qualify the liabilities and obligations assumed by those Parties under this Agreement.

18.3.9  Within ten (10) days following execution of this Agreement, and as soon as

practicable after the end of each fiscal year or at the renewal of the insurance

policy and in any event within ninety (90) days thereafter, Developer and

Connecting Transmission Owner shall provide certification of all insurance

required in this Agreement, executed by an authorized representative of  insurers.

18.3.10  Notwithstanding the foregoing, Developer and Connecting Transmission
 Owner may each self-insure to meet the insurance requirements of Articles

18.3.1  18.3.2, 18.3.3 and 18.3.5 auto liability and workers compensation is in
statutory compliance with New York State laws In the event that a Party is
self-insured pursuant to this Article 18.3.10, it shall notify the other Party that

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it meets the statutory  requirements to self-insure and that its self-insurance program meets the New York State statutory self-insurance requirements in a manner consistent with that specified in Article 18.3.9.

18.3.11  Developer and Connecting Transmission Owner agree to report to each other in

writing as soon as practical all accidents or occurrences resulting in injuries to
any person, including death, and any property damage arising out of this
Agreement.

Contractors’ Insurance.  Each party will require their Contractors of every level to: procure and maintain the following insurance at its own expense until completion and acceptance of performance hereunder, and thereafter to the extent stated below, with at least the monetary limits specified.  The insurance shall be in policy forms which contain an "occurrence" and not a "claims
made" determinant of coverage and shall be placed with insurance companies acceptable to the Connecting Transmission Owner.

A.   Employment related insurance.

(a)  Workers' Compensation Insurance as required by law.

(b)  Employer's Liability Insurance, including accidents (with a limit of $1,000,000 per accident) and occupation diseases (with a limit of
$1,000,000 per employee).

(c)  Where applicable, insurance required by the United States

Longshoremen's and harbor Workers' Act, the Federal Employers' Liability Act, and the Jones Act.

B.    Commercial General Liability Insurance, including Contractual Liability,
with limits of not less than $5,000,000 per occurrence for bodily injury or
death and $1,000,000 per occurrence for property damage or a combined single
limit of $5,000,000 per occurrence and, for at least one year after completion
of performance hereunder, Products/Completed Operations Liability Insurance
with similar but separate and independent limits.  Every contractor will be
responsible for their policies’ deductibles.  The insurance shall contain no
exclusions for explosion, collapse of a building or structure, or underground
hazards.  The insurance policy or policies shall name Connecting Transmission
Owner and Developer as an additional insured. And their insurance will be
primary and non-contributory to any other insurance available to the
Additional Insured. There shall be no exclusion for claims by Contractor
employees against Connecting Transmission Owner or Developer based on
injury to Contractor’s employees.

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C.   Commercial Automobile Liability Insurance, covering all owned, non-
owned and hired automobiles used by the contractor or any subcontractors,
with limits of $1,000,000 each accident for bodily injury or death and property
damage.

D.   Where the Work involves the use of aircraft, Aircraft Liability Insurance, covering all owned, non-owned and hired aircraft, including helicopters, used by Contractor or any Subcontractors, with a combined single limit of not less than  $5,000,000 for bodily injury or death and property damage.  The
insurance policy shall name Connecting Transmission Owner and Developer as an additional insured for the full policy limits insured.

Contractor will provide Connecting Transmission Owner with at least ten (10) days' written notice prior to the effective date of any cancellation of the
insurance or of any changes in policy limits or scope of coverage.

At least three days prior to commencing work at the site, Contractor shall
furnish Connecting Transmission Owner with Certificate(s) of Insurance
covering all required insurance and signed by the insurer or its authorized
representative certifying that the required insurance has been obtained.  Such
certificates shall state that the policies have been issued and are effective, show
their expiration dates, and state that Connecting Transmission Owner is an
additional insured with respect to all coverages enumerated in paragraphs B, D
and E above. Connecting Transmission Owner shall have the right to require
Contractor to furnish Connecting Transmission Owner, upon request, with a
copy of the insurance policy or policies required under paragraphs A, C, and D
hereunder.  Contractor agrees that this is an insured contract.  The insurance
required herein is intended to cover Connecting Transmission Owner for its
own liability for negligence or any other cause of action in any claim or lawsuit
for bodily injury or property damage arising out of the Work performed
pursuant to this Agreement.

ARTICLE 19. ASSIGNMENT

19.1  Assignment.  This Agreement may be assigned by a Party only with the written consent

of the other Party; provided that a Party may assign this Agreement without the consent
of the other Parties; to any Affiliate of the assigning Party with an equal or greater credit
rating and with the legal authority and operational ability to satisfy the obligations of the
assigning Party under this Agreement; provided further that a Party may assign this
Agreement without the consent of the other Party in connection with the sale, merger,
restructuring, or transfer of a substantial portion or all of its assets, including the
Attachment Facilities it owns, so long as the assignee in such a transaction directly
assumes in writing all rights, duties and obligations arising under this Agreement; and

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provided further that Developer shall have the right to assign this Agreement, without
the consent of  Connecting Transmission Owner, for collateral security purposes to aid
in providing financing for the  Transmission Project, provided that Developer will
promptly notify Connecting Transmission Owner of any such assignment.  Any
financing arrangement entered into by Developer pursuant to this Article will provide
that prior to or upon the exercise of the secured party’s trustee’s or mortgagee’s
assignment rights pursuant to said arrangement, the secured creditor, the trustee or
mortgagee will notify Connecting Transmission Owner of the date and particulars of any
such exercise of assignment right(s) and will provide Connecting Transmission Owner
with proof that it meets the requirements of Article 18.3.  Any attempted assignment that
violates this Article is void and ineffective.  Any assignment under this Agreement shall
not relieve a Party of its obligations, nor shall a Party’s obligations be enlarged, in whole
or in part, by reason thereof.  Where required, consent to assignment will not be
unreasonably withheld, conditioned or delayed.

ARTICLE 20.  SEVERABILITY

20.1  Severability.  If any provision in this Agreement is finally determined to be invalid,

void or unenforceable by any court or other Governmental Authority having jurisdiction,
such determination shall not invalidate, void or make unenforceable any other provision,
agreement or covenant of this Agreement; provided that if Developer (or any third party,
but only if such third party is not acting at the direction of the Connecting Transmission
Owner) seeks and obtains such a final determination with respect to any provision of the
Alternate Option (Article 5.1.2), or the Negotiated Option (Article 5.1.4), then none of
these provisions shall thereafter have any force or effect and the rights and obligations of
Developer and Connecting Transmission Owner shall be governed solely by the

Standard Option (Article 5.1.1).

ARTICLE 21.  COMPARABILITY

21.1  Comparability.  The Parties will comply with all applicable comparability and code of

conduct laws, rules and regulations, as amended from time to time.

ARTICLE 22. CONFIDENTIALITY

22.1  Confidentiality.  Certain information exchanged by the Parties during the term of this

Agreement shall constitute confidential information (“Confidential Information”) and shall be subject to this Article 22.

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If requested by a Party receiving information, the Party supplying the information shall provide in writing, the basis for asserting that the information referred to in this Article warrants confidential treatment, and the requesting Party may disclose such writing to the appropriate Governmental Authority.  Each Party shall be responsible for the costs associated with affording confidential treatment to its information.

22.1.1  Term.  During the term of this Agreement, and for a period of three (3) years

after the expiration or termination of this Agreement, except as otherwise

provided in this Article 22, each Party shall hold in confidence and shall not disclose to any person Confidential Information.

22.1.2  Confidential Information.  The following shall constitute Confidential

Information:  (1) any non-public information that is treated as confidential by the
disclosing Party and which the disclosing Party identifies as Confidential
Information in writing at the time, or promptly after the time, of disclosure; or

(2) information designated as Confidential Information by the NYISO Code of Conduct contained in Attachment F to the NYISO OATT.

22.1.3  Scope.  Confidential Information shall not include information that the receiving

Party can demonstrate: (1) is generally available to the public other than as a

result of a disclosure by the receiving Party; (2) was in the lawful possession of
the receiving Party on a non-confidential basis before receiving it from the
disclosing Party; (3) was supplied to the receiving Party without restriction by a
third party, who, to the knowledge of the receiving Party after due inquiry, was
under no obligation to the disclosing Party to keep such information confidential;

(4) was independently developed by the receiving Party without reference to
Confidential Information of the disclosing Party; (5) is, or becomes, publicly
known, through no wrongful act or omission of the receiving Party or Breach of this Agreement; or (6) is required, in accordance with Article 22.1.8 of this
Agreement, Order of Disclosure, to be disclosed by any Governmental Authority or is otherwise required to be disclosed by law or subpoena, or is necessary in
any legal proceeding establishing rights and obligations under this Agreement.
Information designated as Confidential Information will no longer be deemed
confidential if the Party that designated the information as confidential notifies the other Party that it no longer is confidential.

22.1.4   Release of Confidential Information.  No Party shall release or disclose

Confidential Information to any other person, except to its Affiliates (limited
by FERC Standards of Conduct requirements), subcontractors, employees,
consultants, or to parties who may be considering providing financing to or
equity participation with Developer, or to potential purchasers or assignees of a
Party, on a need-to-know basis in connection with this Agreement, unless such
person has first been advised of the confidentiality provisions of this Article 22
and has agreed to comply with such provisions.  Notwithstanding the
foregoing, a Party providing Confidential Information to any person shall

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remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

22.1.5  Rights.  Each Party retains all rights, title, and interest in the Confidential

Information that each Party discloses to the other Party.  The disclosure by

each Party to the other Parties of Confidential Information shall not be deemed a waiver by either Party or any other person or entity of the right to protect the Confidential Information from public disclosure.

22.1.6  No Warranties.  By providing Confidential Information, no Party makes any

warranties or representations as to its accuracy or completeness.  In addition,
by supplying Confidential Information, no Party obligates itself to provide any
particular information or Confidential Information to the other Parties nor to
enter into any further agreements or proceed with any other relationship or
joint venture.

22.1.7  Standard of Care.  Each Party shall use at least the same standard of care to

protect Confidential Information it receives as it uses to protect its own

Confidential Information from unauthorized disclosure, publication or

dissemination.  Each Party may use Confidential Information solely to fulfill its obligations to the other Party under this Agreement or its regulatory
requirements, including the Tariff and NYISO Services Tariff.

22.1.8  Order of Disclosure.  If a court or a Government Authority or entity with the

right, power, and apparent authority to do so requests or requires any Party, by
subpoena, oral deposition, interrogatories, requests for production of
documents, administrative order, or otherwise, to disclose Confidential
Information, that Party shall provide the other Party with prompt notice of such
request(s) or requirement(s) so that the other Party may seek an appropriate
protective order or waive compliance with the terms of this Agreement.
Notwithstanding the absence of a protective order or waiver, the Party may
disclose such Confidential Information which, in the opinion of its counsel, the
Party is legally compelled to disclose.  Each Party will use Reasonable Efforts
to obtain reliable assurance that confidential treatment will be accorded any
Confidential Information so furnished.

22.1.9  Termination of Agreement.  Upon termination of this Agreement for any

reason, each Party shall, within ten (10) Calendar Days of receipt of a written request from the other Party, use Reasonable Efforts to destroy, erase, or delete (with such destruction, erasure, and deletion certified in writing to the other
Party) or return to the other Party, without retaining copies thereof, any and all written or electronic Confidential Information received from the other Party
pursuant to this Agreement.

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22.1.10  Remedies.  The Parties agree that monetary damages would be inadequate to

compensate a Party for another Party’s Breach of its obligations under this

Article 22.  Each Party accordingly agrees 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 22, 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.
Such remedy shall not be deemed an exclusive remedy for the Breach of this
Article 22, but shall be in addition to all other remedies available at law or in
equity.  The Parties further acknowledge and agree that the covenants
contained herein are necessary for the protection of legitimate business
interests and are reasonable in scope.  No Party, however, shall be liable for
indirect, incidental, or consequential or punitive damages of any nature or kind
resulting from or arising in connection with this Article 22.

22.1.11  Disclosure to FERC, its Staff, or a State.  Notwithstanding anything in this

Article 22 to the contrary, and pursuant to 18 C.F.R. Section 1b.20, if 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 Tariff, the Party shall provide the
requested information to FERC or its staff, within the time provided for in the
request for information.  In providing the information to FERC or its staff, the
Party must, consistent with 18 C.F.R. Section 388.112, request that the
information be treated as confidential and non-public by FERC and its staff and
that the information be withheld from public disclosure.  One 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 C.F.R. Section 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.

22.1.12  Except as otherwise expressly provided herein, no Party shall disclose

Confidential Information to any person not employed or retained by the Party
possessing the Confidential Information, except to the extent disclosure is (i)
required by law; (ii) reasonably deemed by the disclosing Party to be required
to be disclosed in connection with a dispute between or among the Parties, or
the defense of litigation or dispute; (iii) otherwise permitted by consent of the
other Party, such consent not to be unreasonably withheld; or (iv) necessary to
fulfill its obligations under this Agreement, the Tariff or the NYISO Services
Tariff.  Prior to any disclosures of a Party’s Confidential Information under this

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subparagraph, or if any third party or Governmental Authority makes any

request or demand for any of the information described in this subparagraph, the disclosing Party agrees to promptly notify the other Party in writing and agrees to assert confidentiality and cooperate with the other Party in seeking to protect the Confidential Information from public disclosure by confidentiality agreement, protective order or other reasonable measures.

ARTICLE 23. ENVIRONMENTAL RELEASES

23.1  Developer and Connecting Transmission Owner Notice.  Developer and Connecting

Transmission Owner shall each notify the other Party, first orally and then in writing, of
the release of any Hazardous Substances, any asbestos or lead abatement activities, or
any type of remediation activities related to the Transmission Project or the Attachment
Facilities, each of which may reasonably be expected to affect the other Party.  The
notifying Party shall: (i) provide the notice as soon as practicable, provided such Party
makes a good faith effort to provide the notice no later than twenty-four hours after such
Party becomes aware of the occurrence; and (ii) promptly furnish to the other Party
copies of any publicly available reports filed with any Governmental Authorities
addressing such events.

ARTICLE 24. INFORMATION REQUIREMENT

24.1  Information Acquisition.  Connecting Transmission Owner and Developer shall each

submit specific information regarding the electrical characteristics of their respective

facilities to the other, as described below and in accordance with Applicable Reliability Standards.

24.2  Information Submission by Connecting Transmission Owner.  The initial

information submission by Connecting Transmission Owner shall occur no later than

one hundred eighty (180) Calendar Days prior to Trial Operation and shall include New
York State Transmission System information necessary to allow the Developer to select
equipment and meet any system protection and stability requirements, unless otherwise
mutually agreed to by the Developer and Connecting Transmission Owner.  On a
monthly basis Connecting Transmission Owner shall provide Developer and if
requested, to the NYISO. a status report on the construction and installation of
Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities,
including, but not limited to, the following information: (1) progress to date; (2) a
description of the activities since the last report; (3) a description of the action items for
the next period; and (4) the delivery status of equipment ordered.

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24.3  Updated Information Submission by Developer.  The updated information submission

by the Developer, including manufacturer information, shall occur no later than one
hundred eighty (180) Calendar Days prior to the Trial Operation.  Information in this
submission shall be the most current  Transmission Project design or expected
performance data.  Information submitted for stability models shall be compatible with
NYISO standard models.  If there is no compatible model, the Developer will work with
a consultant mutually agreed to by the Parties to develop and supply a standard model
and associated information.

If Developer’s data is different from what was originally provided to Connecting

Transmission Owner and this difference may be reasonably expected to affect the other
Party’s facilities or the New York State Transmission System, then Connecting
Transmission Owner and Developer will conduct appropriate studies to determine the
impact on the New York State Transmission System based on the actual data submitted
pursuant to this Article 24.3.  Such studies will provide an estimate of any additional
modifications to the New York State Transmission System, Connecting Transmission
Owner’s Attachment Facilities, or System Upgrade Facilities based on the actual data
and a good faith estimate of the costs thereof.  Developer shall not begin Trial Operation
until such studies are completed.  Developer shall be responsible for the cost of any
modifications required by the actual data, including the cost of any required studies.

24.4  Information Supplementation.  Prior to the Commercial Operation Date, Developer

and Connecting Transmission Owner shall supplement their information submissions
described above in this Article 24 with any and all “as-built”  Transmission Project
information or “as-tested” performance information that differs from the initial
submissions or, alternatively, written confirmation that no such differences exist.
Developer shall conduct tests on the Transmission Projectas required by Good Utility
Practice.

Developer shall provide the Connecting Transmission Owner validated test recordings showing the responses of the Transmission Project.

Subsequent to the Commercial Operation Date, Developer shall provide Connecting Transmission Owner with any information changes due to equipment replacement,
repair, or adjustment.  Connecting Transmission Owner shall provide Developer any information changes due to equipment replacement, repair or adjustment in the directly connected substation or any adjacent Connecting Transmission Owner substation that may affect the Transmission Project or Developer Attachment Facilities equipment
ratings, protection or operating requirements.  Developer and Connecting Transmission Owner shall provide such information no later than thirty (30) Calendar Days after the date of the equipment replacement, repair or adjustment.

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ARTICLE 25. INFORMATION ACCESS AND AUDIT RIGHTS

25.1  Information Access.  Each Party (“Disclosing Party”) shall make available to another

Party (“Requesting Party”) information that is in the possession of the Disclosing Party and is necessary in order for the Requesting Party to: (i) verify the costs incurred by the Disclosing Party for which the Requesting Party is responsible under this Agreement; and (ii) carry out its obligations and responsibilities under this Agreement.  The Parties shall not use such information for purposes other than those set forth in this Article 25.1 of this Agreement and to enforce their rights under this Agreement.

25.2  Reporting of Non-Force Majeure Events.  Each Party (the “Notifying Party”) shall

notify the other Parties when the Notifying Party becomes aware of its inability to

comply with the provisions of this Agreement for a reason other than a Force Majeure

event.  The Parties agree to cooperate with each other and provide necessary information regarding such inability to comply, including the date, duration, reason for the inability to comply, and corrective actions taken or planned to be taken with respect to such
inability to comply.  Notwithstanding the foregoing, notification, cooperation or
information provided under this Article shall not entitle the Party receiving such
notification to allege a cause for anticipatory breach of this Agreement.

25.3  Audit Rights.  Subject to the requirements of confidentiality under Article 22 of this

Agreement, each Party shall have the right, during normal business hours, and upon
prior reasonable notice to another Party, to audit at its own expense the other Party’s
accounts and records pertaining to the other Party’s performance or satisfaction of its
obligations under this Agreement.  Such audit rights shall include audits of the other
Party’s costs, calculation of invoiced amounts, and each Party’s actions in an Emergency
State.  Any audit authorized by this Article shall be performed at the offices where such
accounts and records are maintained and shall be limited to those portions of such
accounts and records that relate to the Party’s performance and satisfaction of
obligations under this Agreement.  Each Party shall keep such accounts and records for a
period equivalent to the audit rights periods described in Article 25.4 of this Agreement.

25.4 Audit Rights Periods.

25.4.1 Audit Rights Period for Construction-Related Accounts and Records.
 Accounts and records related to the design, engineering, procurement, and
 construction of Connecting Transmission Owner’s Attachment Facilities and
 System Upgrade Facilities shall be subject to audit for a period of twenty-four
 months following Connecting Transmission Owner’s issuance of a final invoice
 in accordance with Article 12.2 of this Agreement.

25.4.2 Audit Rights Period for All Other Accounts and Records.  Accounts and
 records related to a Party’s performance or satisfaction of its obligations under
 this Agreement other than those described in Article 25.4.1 of this Agreement
 shall be subject to audit as follows: (i) for an audit relating to cost obligations,

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