Service Agreement No. 2649

COST REIMBURSEMENT AGREEMENT

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

entered into as of August 18, 2021 (the “Effective Date”), by and between NEW YORK STATE
ELECTRIC & GAS CORPORATION, a New York corporation, with offices located at 89 East
Avenue,   Rochester,   NY 14649 (“Customer”),   and   NIAGARA   MOHAWK   POWER

CORPORATION, a corporation organized and existing under the laws of the State of New York, having an office and place of business at 300 Erie Boulevard West, Syracuse, New York 13202 (the “Company”).  Customer and Company may be referred to hereunder, individually, as a “Party” or, collectively, as the “Parties”.

WITNESSETH

WHEREAS, Customer is proposing to expand its existing Big Tree Station located in Orchard Park, NY and interconnect such expanded Station with Company’s existing 115 kV Line 151 transmission line (“Line 151”); and

WHEREAS, Customer has requested that Company perform certain Company Work, as more specifically described below; and

WHEREAS, Company is willing to perform the Company Work as contemplated in this
Agreement, subject to (i) reimbursement by Customer of all Company costs and expenses incurred
in connection therewith, (ii) Customer’s delivery of certain real property interests as contemplated
in this Agreement, (iii) Customer’s performance of all other duties, responsibilities, and

obligations set forth in this Agreement, including, without limitation, the Customer Required Actions (as defined below), and (iv) receipt of any and all Required Approvals, as set forth in Section 18.1.

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

1.0 Certain Definitions

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

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

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

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

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

“Big Tree Expansion Project” shall have the meaning set forth in Exhibit A to this Agreement. “Breaching Party” shall have the meaning set forth in Section 21.1 of this Agreement.
“CEII” shall have the meaning set forth in Section 25.4 of this Agreement.
“CIP”  shall have the meaning set forth in Section 25.4 of this Agreement.
“Company” shall have the meaning set forth in the preamble to this Agreement.

“Company Reimbursable Costs” means the actual costs and expenses incurred by Company
and/or its Affiliates in connection with performance of the Company Work or otherwise
incurred by Company and/or its Affiliates in connection with the Project or this Agreement,
and including, without limitation, any such costs that may have been incurred by Company
and/or its Affiliates prior to the Effective Date.  These Company Reimbursable Costs shall
include, without limitation, the actual expenses for labor (including, without limitation, internal
labor), services, materials, subcontracts, equipment or other expenses incurred in the execution
of the Company Work or otherwise in connection with the Project, all applicable overhead,
overtime costs (subject to Section 5.1), all federal, state and local taxes incurred (including,
without limitation, all taxes arising from amounts paid to Company that are deemed to be
contributions in aid of construction), all costs of outside experts, consultants, counsel and
contractors, all other third-party fees and costs, and all costs of obtaining any required permits,
rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company,
including, without limitation, the Required Approvals.

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

“Convenience Termination Notice”  shall have the meaning set forth in Section 7.3 of this Agreement.

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

“Customer Grants of Easement” shall have the meaning set forth in Exhibit C to this Agreement.

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

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

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

“Defect Notice” shall have the meaning specified in Section 3.2 of this Agreement.

“Detailed Project Plan” shall have the meaning set forth in Exhibit A to this Agreement. “Disclosing Party” shall mean the Party disclosing Proprietary Information.

“Disputed Payment Amount(s)” shall have the meaning specified in Section 7.4 of this Agreement.

“Dollars” and “$” mean United States of America dollars.

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

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

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

“Existing Facilities” means that portion of the existing Company Gardenville Arcadia 151 transmission line located in Erie County Orchard Park NY, and related facilities.

“FERC” shall mean the Federal Energy Regulatory Commission.

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

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

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and NYISO, NYSRC criteria, rules, guidelines, and standards, where applicable, and as they may be amended from time to time, including the rules, guidelines, and criteria of any successor organization to the foregoing entities.

“Hazardous Substances” means any pollutant, contaminant, toxic substance, hazardous material, hazardous waste, or hazardous substance, or any oil, petroleum, or petroleum product, as defined in or pursuant to the Federal Clean Water Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et seq., or any other Environmental Law.

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

12.1 of this Agreement.

“Initial Prepayment” shall have the meaning set forth in Section 7.2 of this Agreement.
“Land Use Approvals”  shall have the meaning set forth in Exhibit C to this Agreement.

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

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

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

“New Facilities Property Rights” shall have the meaning set forth in Exhibit C of this Agreement.

“Non-Breaching Party” shall have the meaning set forth in Section 21.1 of this Agreement.
“Non-Disclosure Term” shall have the meaning set forth in Section 25.3.4 of this Agreement.
“Notice to Proceed”  shall have the meaning set forth in Section 7.3 of this Agreement.

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

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

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

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

“Party” and “Parties” shall have the meanings set forth in the preamble to this Agreement.

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“Phase II Notice”  shall have the meaning set forth in Section 7.3 of this Agreement.

“Phase I Portion”  shall have the meaning set forth in Exhibit A to this Agreement.

“Phase II Portion”  shall have the meaning set forth in Exhibit A to this Agreement.

“Phase II Prepayment”  shall have the meaning set forth in Section 7.3 of this Agreement.

“Preliminary Milestone Schedule” shall have the meaning set forth in Section 5.2 of this Agreement.

“Project” shall mean the Company Work to be performed under this Agreement.

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

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

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

“Real Property Standards” are set forth in Schedule I to this Agreement.

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

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

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

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

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

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“Site” shall mean Customer’s Big Tree Substation.

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

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

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

2.0 Term

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

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

3.0 Scope of Work

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

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

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

Work in accordance with Good Utility Practice.  Prior to the expiration of one (1)
year following completion of the Company Work, Customer shall have the right to
notify the Company in writing of the need for correction of defective Company
Work that does not meet the standard of this Section 3.2 (each, a “Defect Notice”).
If the Company Work is defective within the meaning of the prior sentence, then,
following its receipt of a timely Defect Notice with respect thereto, the Company
shall, at its sole expense, promptly correct, repair or replace such defective
Company Work, as appropriate.  The remedy set forth in this Section 3.2 is the sole
and exclusive remedy granted or available to Customer for any failure of Company
to meet the performance standards or requirements set forth in this Agreement.

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

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

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

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

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

facilitate the Wor

4.0 Changes in the Work

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

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

4.2  The foregoing notwithstanding, the Company is not required to notify Customer of,

or to obtain the consent or agreement of the Customer for, any change to the
Company Work that is not material (a “Material Change”) as defined below.
Company shall provide Customer with not less than fifteen (15) Days advanced
written notice of any proposed Material Change, except if legal or regulatory
compliance requirements, safety considerations, or other exigent circumstances,
make providing such advanced written notice impractical, notice of the Material
Change shall be provided by the Company to Customer as soon as reasonably
practicable under the circumstances.  Notice by the Company shall include a good
faith estimate of the impact of the Material Change on the Preliminary Milestone
Schedule (as such schedule may be amended to accommodate the Phase II Portion,
the “Project Schedule”) and an explanation of why such Material Change is being
made. A Material Change is any change that may result in a delay in the Project
Schedule (as such delay is estimated in good faith by the Company at the time of
the notice) greater than one (1) month, any increase of the cost to be reimbursed by
the Customer (as estimated in good faith by the Company at the time of the notice)
in excess of $200,000, and any change that requires an additional governmental
approval.

5.0 Performance and Preliminary Milestone Schedule; Conditions to Proceed

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

Work performed by its direct employees performed during normal working hours.
The foregoing notwithstanding, if Company Work is performed outside of normal
working hours, Customer shall be responsible for paying all actual costs incurred
in connection therewith, including, without limitation, applicable overtime costs,
as part of Company Reimbursable Costs, provided, that, with respect to Company
Work to be performed by Company’s direct employees outside of normal working
hours (“Overtime Work”), Company provides at least five (5) Days prior written
notice to Customer (each, an “Overtime Notice”) when Company schedules such
Overtime Work other than at the request of Customer.  Upon Customer’s written
request delivered to Company prior to the scheduled commencement of the

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Overtime Work referred to in the applicable Overtime Notice (each, a “Deferral
Notice”), Company shall defer the scheduled performance of such Overtime Work
and instead perform this Company Work during normal working hours.  The
foregoing notwithstanding, the Company shall not be required to provide an
Overtime Notice, nor shall the Company be required to comply with any Deferral
Notice, with respect to any Overtime Work that is reasonably required (i) due to
emergency circumstances, (ii) for safety, security or reliability reasons (including,
without limitation, to protect any facility from damage or to protect any person from
injury), (iii) to return any facility to service in accordance with applicable standards,
or (iv) to comply with Good Utility Practice or any Applicable Requirement. For
the avoidance of doubt: in no event shall the Company be obligated or required to
perform Company Work outside of normal working hours if the Company
determines, in its sole discretion, that such performance would be unreasonable,
unsafe or otherwise not in compliance with Good Utility Practice.

5.2  The preliminary project milestone schedule for the Company Work and the

Customer Required Actions is  set  forth  in  Exhibit B, attached hereto  and
incorporated  herein  by  reference (“Preliminary  Milestone  Schedule”).    The

Preliminary Milestone Schedule is a projection only and is subject to change with
or without a written adjustment to such Schedule.  Neither Party shall be liable for
failure to meet the Preliminary Milestone Schedule, any milestone, or any other
projected or preliminary schedule in connection with this Agreement or the Project.

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

Portion of the Company Work promptly following Company’s receipt of the Initial Prepayment.

5.4  Construction Commencement.  Anything in this Agreement to the contrary

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

(i)  Customer has delivered, or arranged to deliver, and Company has

received, all real property rights necessary for Company to complete the  Company  Work,  including,  without  limitation,  the  New Facilities Property Rights,

(ii)  all Required Approvals for such Company Work (including, without

limitation,  the  New  Facilities  Approvals  and  the  Land  Use
Approvals)  have  been  received,  are  in  form  and  substance
satisfactory to the Parties, have become final and non-appealable

and commencement of such construction is permitted under the
 terms and conditions of such Required Approvals, and
(iii) all Company Reimbursable Costs invoiced to date have been paid in
 full to Company.

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6.0 [Reserved]

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

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

actually incurred by Company and/or its Affiliates.  Any estimates provided under
or in connection with this Agreement or the Company Work (including, without
limitation, the Initial Prepayment) shall not limit Customer’s obligation to pay
Company for all Company Reimbursable Costs actually incurred by Company
and/or its Affiliates.

Customer shall provide Company with a prepayment of $1,300,000 (“Initial
Prepayment”), such amount representing Company’s current estimate of the
Company Reimbursable Costs to perform the Phase I Portion of the Company
Work.

7.2  The Company shall invoice Customer for the Initial Prepayment; Customer shall

pay such amount to Company within five (5) Days of the invoice due date.  Unless
it elects to do so in its sole discretion, Company shall not be obligated to commence
any Company Work under this Agreement prior to Company’s receipt of the Initial
Prepayment.

7.3  Following completion of the Phase I Portion of the Company Work, Company shall

provide Customer with a written notice (the “Phase II Notice”) of the Company’s
good faith estimate of the additional total Company Reimbursable Costs to perform
the Phase II Portion of the Company Work (the “Phase II Prepayment”), which
notice will include a reasonable summary of the anticipated work to be performed
for the Phase II Portion of the Company Work, and the related costs and expenses,
and an invoice for the Phase II Prepayment amount.  Upon issuance of the Phase II
Notice, Company shall suspend performance of the Company Work pending
Company’s receipt of a Notice to Proceed (as defined below) from Customer.
Promptly following issuance of the Phase II Notice, Customer shall determine
whether it wishes to (a) deliver an unconditional written direction to Company to
commence and complete performance of the Phase II Portion of the Company Work
accompanied by payment in full of the invoiced Phase II Prepayment amount
(“Notice to Proceed”) or (b) terminate this Agreement for convenience by

delivering a written notice thereof to  Company  (“Convenience Termination

Notice”).  Following Company’s receipt of a Notice to Proceed signed by an
authorized representative of Customer, Company will commence performance of
the Phase II Portion of the Company Work in accordance with and subject to the
terms and conditions of this Agreement.  In the event that Customer does not deliver
either a Notice to Proceed or a Convenience Termination Notice on or before thirty

(30) Days following the date of the Phase II Notice, this Agreement shall be deemed
terminated for convenience by Customer.  Any costs or expenses incurred by
Company as the result of any suspension of Company Work contemplated by this
Section 7.3, including, without limitation, demobilization and remobilization costs,

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shall be included in the Company Reimbursable Costs to be reimbursed by Customer.  Any termination of this Agreement contemplated by this Section 7.3 shall be subject to Sections 21.3 and 21.4 of this Agreement.  For the avoidance of doubt:  the Phase II Prepayment amount is an estimate only and shall not limit Customer’s obligation to pay Company for all Company Reimbursable Costs actually incurred by Company and/or its Affiliates.

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

Reimbursable Costs incurred and/or may elect, in its sole discretion, to continue
performance hereunder after the depletion of  any prepayments and invoice
Customer at a later date.  Except as otherwise expressly provided for in this
Agreement, all amounts reflected on such invoices, other than amounts disputed by
Customer in good faith in writing prior to the applicable due date (each, a “Disputed
Payment Amount” and, collectively, the “Disputed Payment Amounts”), shall be
due and payable thirty (30) Days from date of invoice.  All invoices shall contain
reasonable detail reasonably substantiating the invoiced Company Reimbursable
Costs  and  shall  be  accompanied  by  reasonable  supporting  documentation;
provided, however, that Company shall not have any obligation to provide
confidential or privileged information as part of any such documentation.  Except
for Disputed Payment Amounts that have been finally determined (by mutual
written agreement of the Parties or by a court or agency with jurisdiction over the
dispute) not to be due and payable by Customer, if any payment due to Company
under this Agreement is not made when due, Customer shall pay Company interest
on the unpaid amount in accordance with Section 9.1 of this Agreement.  In addition
to any other rights and remedies available to Company, (i) if any payment amount
due from Customer under this Agreement is not received within five (5) Days after
the applicable invoice due date and such amount is not an unresolved Disputed
Payment Amount, then following written notice to Customer, Company may
suspend any or all Work pending receipt of all amounts currently due from
Customer under this Agreement, or (ii) if the cumulative total of all unpaid
Disputed Payment Amounts exceeds $200,000 at any time, then following written
notice to Customer, Company may suspend any or all of its Work pending
resolution of such disputes.  Any suspension of Company Work by Company shall
be without recourse or liability to Company.

7.5  Each month during the term of this Agreement, the Company shall provide

Customer with a report (each, a “Monthly Report”) containing (i) unless invoiced,
the Company’s current estimate of the Company Reimbursable Costs incurred in
the prior calendar month, and (ii) the Company’s current forecast (20% to 40%
variance) of the Company Reimbursable Costs expected to be incurred in the next
calendar month, provided, however, that such Monthly Reports (and any forecasted
or estimated amounts reflected therein) shall not limit Customer’s obligation to pay
Company for all Company Reimbursable Costs actually incurred by Company or
its Affiliates.

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

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

7.7  Company shall maintain reasonably detailed records to document the Company

Reimbursable Costs.  So long as a request for access is made within one (1) year of
completion of the Work and subject to the Company’s safety and security protocols,
including, COVID-19 protocols, Customer and its chosen auditor shall, during
normal business hours and upon reasonable advanced written notice of not less than
ten (10) days, be provided with access to such records for the sole purpose of
verification by Customer that the Company Reimbursable Costs have been incurred
by Company.

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

sent to the individual and address specified below, or to such other individual and

address as Customer may designate, from time to time, by written notice to the

Company:

Name: Muneeb Sohail, Project Manager

Address: Avangrid Service Company,

1300 Scottsville Road

Rochester, New York 14624

7.9 All payments made under this Agreement shall be made in immediately available

funds.

Payments to the Company shall be made by wire transfer to the  account specified

by the Company in the applicable invoice.

8.0 Final Payment

8.1 Not later than one hundred and eighty (180) Days following the earlier of (i) the

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

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detail sufficient to reasonably substantiate the claimed Balance Amount and shall
be accompanied by reasonable supporting documentation; provided, however, that
Company shall not have any obligation to provide confidential or privileged
information as part of any such documentation.  If the Total Payments Made is
greater than the total of all Company Reimbursable Costs, Company shall
reimburse the difference to Customer (“Refund Amount”).  The Refund Amount or
Balance Amount, as applicable, shall be due and payable upon final reconciliation
but no later than sixty (60) Days after such reconciliation.  Any portion of the
Balance Amount or Refund Amount, as applicable, remaining unpaid after that time
shall be subject to interest as calculated pursuant to Section 9.1 of this Agreement.

9.0 Interest on Overdue Amounts

9.1 If any payment due under this Agreement is not made when due, the Party obligated

to make such payment shall pay to the other Party interest on the unpaid amount

calculated in accordance with Section 35.19a of the FERC’s regulations (18 C.F.R.

35.19a) from and including the due date until payment is made in full.

10.0 Project Managers; Meetings

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

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

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

11.0 Disclaimer of Warranties, Representations and Guarantees

11.1 CUSTOMER ACKNOWLEDGES THAT THE COMPANY IS NOT IN THE

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

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WARRANTIES   OF   MERCHANTABILITY   AND   FITNESS   FOR   A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

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

the completion, expiration or earlier termination of this Agreement.

12.0  Liability and Indemnification

12.1     To the fullest extent permitted by applicable law (including, without limitation, the
 applicable provisions of any governing federal or state tariff), each Party (the
 “Indemnifying Party”) shall indemnify and hold harmless, and defend the other
 Party, its parents and Affiliates and their respective contractors, officers, directors,
 servants,   agents,   representatives,   and   employees (each,   individually,   an

“Indemnified Party” and, collectively, the “Indemnified Parties”), from and against
any and all  liabilities, damages, losses,  costs, expenses (including,  without

limitation, any and all reasonable attorneys’ fees and disbursements), causes of
action, suits, liens, claims, damages, penalties, obligations, demands or judgments
of any nature, including, without limitation, for death, personal injury and property
damage, economic damage, and claims brought by third parties for personal injury
and/or property damage (collectively, “Damages”), incurred by any Indemnified
Party to the extent caused by the negligence, unlawful act or omission, or
intentional  misconduct  of  the  Indemnifying  Party,  its  Affiliates,  third-party
contractors, or their respective officers, directors, servants, agents, representatives,
and employees, arising out of or in connection with this Agreement, the Project, or
the Indemnifying Party’s Work, except to the extent such Damages are directly
caused by the negligence, intentional misconduct or unlawful act of the Indemnified
Party or its contractors, officers, directors, servants, agents, representatives, or
employees.

12.2  Each Party shall defend, indemnify and save harmless the other Party, its parents

and Affiliates and their respective contractors, officers, directors, servants, agents,
representatives, and employees, from and against any and all liabilities, losses,
costs, counsel fees, expenses, damages, judgments, decrees and appeals resulting
from any charge or encumbrance in the nature of a laborer’s, mechanic’s or
materialman’s lien (collectively, “Liens”) asserted by any of the Indemnifying
Party’s subcontractors or suppliers in connection with the Indemnifying Party’s
Work or the Project, except to the extent such Liens are directly caused by the
negligence, intentional misconduct or unlawful act of the Indemnified Party or its
contractors, officers, directors, servants, agents, representatives, or employees.
Customer shall defend, indemnify and save harmless Company, its parents and
Affiliates and their respective contractors, officers, directors, servants, agents,
representatives, and employees, from and against any claim of trespass, or other
third party cause of action arising from or are related to reliance upon or use of the
New Facilities Property Rights by the Company or any other Indemnified Parties
for the purposes contemplated by this Agreement.

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12.3 Customer shall defend, indemnify and hold harmless Company and its Affiliates

from and against the cost consequences of any tax liability imposed against or on Company and/or its Affiliates as the result of payments, and/or real or personal property transfers, made in connection with this Agreement, as well as any related interest and penalties, other than interest and penalties attributable to any delay directly caused by Company or the applicable Company Affiliate.

12.4  Prior to the start of construction activities hereunder by Company, Company’s total

cumulative liability to Customer and its Affiliates for all claims of any kind,
whether based upon contract, tort (including negligence and strict liability), or
otherwise, for any loss, injury, or damage connected with, or resulting from, this
Agreement, the Project or the Work, shall be capped at an amount not to exceed the
total of all Company Reimbursable Costs actually paid to Company by Customer
under this Agreement.  Following commencement of construction activities by
Company hereunder, Company’s total cumulative liability to Customer and its
Affiliates for all claims of any kind, whether based upon contract, tort (including
negligence and strict liability), or otherwise, for any loss, injury, or damage
connected with, or resulting from, this Agreement, the Project or the Work, shall
be capped at an amount not to exceed the greater of: (a) fifty percent (50%) of the
total estimated costs of the Company Work; or (b) the total of all Company
Reimbursable Costs actually paid to Company by Customer under this Agreement.
For the avoidance of doubt, the Initial Prepayment paid by Customer to Company
under this Agreement shall be included in the estimated and actual costs in
determining the cumulative liability cap above.

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

12.6  Notwithstanding any other provision contained in this Agreement, neither Party

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

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

responsible for any failure or inability to perform hereunder to the extent such

failure or inability is caused by the acts or negligent or unlawful omissions of the
other Party (including any contractor of such Party or any person or entity for

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whom such Party is legally responsible) or of any third party (other than a
subcontractor of the Party that is unable or failing to perform hereunder).

12.8  For  the  avoidance  of  doubt:  neither  Party,  as  applicable,  shall  have  any

responsibility or liability under this Agreement for any delay in performance or
nonperformance to the extent such delay in performance or nonperformance is
caused by or results from (a) the inability or failure of the other Party or its
contractors to cooperate or to perform any tasks or responsibilities contemplated to
be performed or undertaken by such other Party under this Agreement, (b) any
unforeseen conditions or occurrences beyond the reasonable control of the Party
(including, without limitation, conditions of or at the site of the Work, delays in
shipments of materials and equipment and the unavailability of materials), (c) the
inability or failure of Customer and Company to reach agreement on any matter
requiring their mutual agreement under the terms of this Agreement, (d) any valid
order or ruling by any governmental agency or authority having jurisdiction over
the subject matter of this Agreement, or (e) suspension of Work as may be
reasonably required to minimize or avoid risks to utility system reliability in
accordance with Good Utility Practice.

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

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

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

13.0 Insurance; Employee and Contractor Claims

13.1 Prior to the commencement of any Company Work and during the term of this

Agreement, the Company, at its own cost and expense, shall procure and maintain
insurance in form and amounts set forth in Exhibit D of this Agreement, or the
Company may elect to self-insure one or more of such insurance coverage amounts
to the extent authorized or licensed to do so under the applicable laws of the State
of New York.

13.2  Prior to the commencement of any Work on the Project and during the term of this

Agreement, the Customer, at its own cost and expense, shall procure and maintain insurance in form and amounts set forth in Exhibit E of this Agreement, or Customer may elect to self-insure one or more of such coverage amounts to the extent authorized or licensed to do so under the applicable laws of the State of New York. Customer hereby elects to self-insure to maintain the insurance coverage amounts set forth in Exhibit E of this Agreement.

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13.3 [Reserved]

13.4     Each Party shall be separately responsible for insuring its own property and
 operations.

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

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

14.0 Assignment and Subcontracting

14.1 Either Party may assign this Agreement, or any part thereof, to any of its Affiliates

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

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

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

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

16.0 Examination, Inspection and Witnessing

16.1 Subject  to  Customer’s  and its  representatives’ compliance  with  Company’s

security, safety, escort and other access requirements, including, without limitation,
COVID-19 protocols, the Customer and/or its representatives shall have the right
to inspect and examine the Company Work, or witness any test with respect to the
Company Work, from time to time, when and as mutually agreed by the Parties, at
Customer’s sole cost and expense, and with reasonable prior notice to Company.

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Unless otherwise agreed between the Parties, such inspections, examinations and tests shall be scheduled during normal business hours.

17.0 Safety

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

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

18.0 Required Approvals

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

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

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

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

19.0 Environmental Protection; Hazardous Substances or Conditions

19.1 Except as otherwise expressly set forth herein, Company shall not, in connection

with the Company Work or this Agreement, be liable to Customer, its Affiliates or
contractors, their respective officers, directors, employees, agents, servants, or
representatives, or any third party with respect to, or in connection with, the
presence of any Hazardous Substances which may be present at or on the Site or
any other Customer or third party owned, occupied, used, or operated property or
facility (including, without limitation, easements, rights-of-way, or other third-
party property) or which the Company, its Affiliates or contractors, their respective
officers, directors, employees, agents, servants, or representatives may discover,
Release or generate at or on such properties or facilities through no negligent or
unlawful act of the Company, and Company hereby disclaims any and all such
liability to the fullest extent allowed by applicable law.

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

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

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on Customer’s insurance or by any limitation of liability or disclaimer provisions contained in this Agreement.  The provisions of this Section shall survive the completion, expiration or earlier termination of this Agreement.

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

Substances,  or  unsafe,  dangerous,  or  potentially  dangerous,  conditions  or
structures, whether above-ground or underground, that are known to the Customer
as of the Effective Date or become known to the Customer thereafter during the
term of this Agreement and are present on, under, over, or in any Customer- owned,
occupied, used, controlled, managed or operated facilities or property (including,
without limitation, easements, rights-of-way, or other third-party property) that is
used or accessed in connection with the Company Work or this Agreement.  Prior
to Company’s commencement of the Company Work, Customer shall be obligated
to use commercially reasonable efforts (including, without limitation, the use of
DIGSAFE or other similar services) to adequately investigate the presence and
nature of any such Hazardous Substances, or unsafe, dangerous, or potentially
dangerous, conditions or structures, on any Customer- owned, occupied, used,
controlled,  managed  or  operated  facilities  or  property (including,  without

limitation, easements, rights-of-way, or other third-party property) to be used or accessed  by  the  Company  in  connection  with  the  Company  Work  or  this Agreement, and to promptly, fully, and in writing, communicate the results thereof to the Company. Customer’s provision to the Company of the information contemplated in this Section 19.2 shall in no event give rise to any liability or obligation on the part of the Company, nor shall Customer’s obligations under this Agreement, or under law, be decreased or diminished thereby.

20.0 Suspension of Work

20.1 Subject to Section 20.2, below, Customer may interrupt, suspend, or delay the

Company Work by providing written notice to the Company specifying the nature and expected duration of the interruption, suspension, or delay.  Company will use commercially reasonable efforts to suspend performance of the Company Work as requested by Customer.  Customer shall be responsible to pay Company (as part of Company Reimbursable Costs) for all costs incurred by Company that arise as a result of such interruption, suspension or delay.

20.2  As a precondition to the Company resuming the Work following a suspension under

this Section 20.1, the Preliminary Milestone Schedule and the total estimated cost to complete the Company Work shall be revised as mutually agreed by the Parties to reflect the interruption, suspension, or delay.  Adjustments to the Company Reimbursable Costs shall include any costs or expenses the Company incurs as a result of the interruption, suspension, or delay.

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21.0 Right to Terminate Agreement

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

the terms of this Agreement or fails to comply with or perform, in any material
respect, any of the other terms or conditions of this Agreement;  (b) sells or transfers
all or substantially all of its assets; (c) enters into any voluntary or involuntary
bankruptcy proceeding or receivership; or (d) makes a general assignment for the
benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have
the right, without prejudice to any other right or remedy and after giving five (5)
Days’ written prior notice to the Breaching Party and a reasonable opportunity for
cure (not to exceed thirty (30) Days in the case of a failure to pay amounts when
due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this
Agreement. Subject to compliance with Section 22.1 of this Agreement, if

applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein).

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

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

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

18.2 of this Agreement.

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

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

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

Agreement as contemplated by any provision of this Agreement, Customer shall
pay Company for the Company Reimbursable Costs set forth below, except if the
early termination or cancellation is a result of a breach by Company, the costs
indicated in subparagraphs (iii), (iv) and (v) below shall not be considered

Company Reimbursable Costs and Company shall not be required to pay such
costs:

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(i) all Company Reimbursable Costs for Company Work performed on or

before the effective date of termination or cancellation;

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

(iii)   all Company Reimbursable Costs incurred to unwind Company Work
that was performed prior to the effective date of termination or cancellation to
the  extent  reasonably  necessary  to  return  Company’s  facilities  to  a
configuration in compliance with Good Utility Practice and all Applicable
Requirements;

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

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

22.0 Dispute Resolution

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

23.0 Force Majeure

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

conditions, emergencies, explosion, terrorism, riot, war, sabotage, pandemics
epidemics, infectious disease outbreaks or other public health emergencies, crises
or restrictions, including, without limitation, quarantines or other related employee

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

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

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

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

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

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

24.0 Compliance with Law

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

connection with this Agreement and performance of its Work hereunder. Such
compliance shall include, among other things, compliance with all applicable wage
and hour laws and regulations and all other laws and regulations dealing with or
relating to the employment of persons, and the payment of contributions, premiums,
and taxes required by such laws and regulations.  For the avoidance of doubt:

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neither Party shall be required to undertake or complete any action or performance under this Agreement that is inconsistent with such Party’s standard safety practices,  its  material  and  equipment  specifications,  its  design  criteria  and construction procedures, its labor agreements, Good Utility Practice and/or any Applicable Requirement(s).

25.0 Proprietary and Confidential Information

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

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

25.2  GENERAL RESTRICTIONS. Upon receiving Proprietary Information, the Receiving

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

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

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

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

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

25.3.3   is  developed  by  the  Receiving  Party  or  its  Representatives
 independently  of  any  disclosure  under  this  Agreement,  as
 evidenced by written records; or

25.3.4   is disclosed more than three (3) years after first receipt of the
 disclosed Proprietary Information, or three (3) years after the

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

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25.3.5   is disclosed following receipt of the Disclosing Party’s written
 consent to the disclosure of such Proprietary Information; or

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

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

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

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

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

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

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

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

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

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

Agreement.

26.0 Effect of Applicable Requirements; Governing Law

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

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

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

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

27.0 Miscellaneous

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

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

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and prepaid for overnight delivery with a national overnight courier, addressed to the other Party at the following address:

To Customer: New York State Electric & Gas Corporation

c/o Avangrid Service Company

Attn: Imanol Zuniga, BES Program Manager 1300 Scottsville Road

Rochester, New York 14624 Phone: (585) 943-3680

To Company: Kevin Reardon

Director, Commercial Services

40 Sylvan Road

Waltham, MA 02451 (781) 907-2411

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

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

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

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

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

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

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

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

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

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

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

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

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

27.8  NO THIRD PARTY BENEFICIARIES.  Nothing in this Agreement is intended to confer

on any person, other than the Parties, any rights or remedies under or by reason of this Agreement.

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

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

27.10  COUNTERPARTS.  This Agreement may be executed in multiple counterparts, each

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

[Signatures are on following page.]

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

NIAGARA MOHAWK POWER CORPORATION

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LIST OF ATTACHMENTS, SCHEDULES AND EXHIBITS

Exhibit A Scope of Company Work

Exhibit B Preliminary Milestone Schedule

Exhibit C Customer Required Actions

Exhibit C-1 Form of Grant of Easement(s)

Exhibit D Company Insurance Requirements

Exhibit E Customer Insurance Requirements

Schedule I Real Property Standards

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Exhibit A: Scope of Company Work

Customer is expanding its Big Tree Substation in Orchard Park, NY (the “Big Tree Expansion
Project”).  The proposed expanded Big Tree Substation is located adjacent to the existing
Company-owned Gardenville - Five Mile Rd #152, 115kV and Gardenville - Arcade #151, 115kV
electrical transmission circuits. In order to support the Big Tree Expansion Project, Company will
replace existing structures and install various new “tap” structures to connect the #151 line to the
proposed expanded Big Tree Substation.  These existing #151/#152 circuits are currently in a
double-circuit configuration and all proposed modifications to these lines in support of the Big
Tree Expansion Project will allow them to remain as a double-circuit configuration.

A. The initial phase of the Company Work shall consist of the following work (the “Phase I

Portion”):

•   Remote End Work: Remote end work at the following three (3) Company
 stations: Gardenville 115 Station; New Gardenville Station; and Arcade
 Station. This work will include the following items:

o   Relay wiring changes

o   New Relay settings

o   Install & configure network cards

o   Install fiber patch cables

o   Pulling fiberoptic cable between controls houses and adjacent New
 York State Electric & Gas Corporation substation control house
 (specific to New Gardenville Station).

•   Procurement of Long Lead Purchase Items

o   Steel Poles

Perform preliminary engineering, field investigation and other work, including, without
limitation soil borings, hydrovacing, retaining wall investigation work (and related

matting) to identify the modifications required to the Company’s electrical transmission system and other facilities to accommodate the proposed interconnection of the Customer’s expanded Big Tree Substation to the Company’s Line 151 and related facilities (the “New Facilities”) and the all related required work, and to develop an estimate of the total Company Reimbursable Cost required to perform the work needed to implement and place the New Facilities in service.

B.  Following receipt from Customer of a Notice to Proceed and payment in full of the Phase

II Prepayment amount, the final phase of the Company Work shall consist of the following
work to the extent not included as part of the Phase I Portion (the “Phase II Portion”):

1.  Perform engineering work, studies and other tasks necessary to develop a detailed
 project plan (the “Detailed Project Plan”) to implement the work contemplated below.

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2.  With the exception of any Land Use Approvals, prepare, file for, and use reasonable
 efforts to obtain all required permits, licenses, consents, permissions, certificates,
 approvals, and authorizations from all local, state and federal governmental agencies
 (including, without limitation and as applicable, the NYPSC and FERC), NYISO and
 any other third parties for Company to construct, install, commission, own, use,
 operate, and maintain the New Facilities (the “New Facilities Approvals”).

The term “New Facilities Approvals” shall not include any Land Use Approvals; Customer shall be solely responsible for obtaining all Land Use Approvals.

3. Design, engineer, procure, construct, test and place into service the new Company-
 owned and/or operated facilities, and the modifications to existing Company-owned
 and/or operated facilities, as contemplated by this Exhibit and the Detailed Project Plan,
 including, without limitation, the New Facilities.  Perform engineering review and field
 verifications as required on the Customer’s facilities.

4.  Prepare, file for, and use reasonable efforts to obtain any other Required Approvals

(other than Land Use Approvals) that must be obtained by Company to enable it to perform the work contemplated by this Exhibit.

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

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

6.  Review, from time to time, permitting, licensing, real property, and other materials

relating to the work contemplated herein, including, without limitations, all documents
and materials related to the New Facilities Property Rights and any Required
Approvals.

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

the work contemplated herein.

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

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

NOTE:  The Company has not completed its review and identification of required modifications to Company facilities and related work necessary to accommodate interconnection of the Company’s transmission system to the proposed expanded Big Tree Substation.

For the avoidance of doubt:  Company’s scope of work for each of the Phase I Portion and Phase II Portion of the Company Work shall include all study, documentation, design, engineering, project management, permitting, procurement, construction, testing, commissioning, review, and inspection work, as well as other necessary or advisable activities, to perform and complete the tasks contemplated for the applicable Phase of the Company Work.

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

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

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Exhibit B: Preliminary Milestone Schedule

PRELIMINARY MILESTONE SCHEDULE

Task

1.

2.

3.

4.

Milestone

Make Initial
Prepayment

Complete Phase I of
the Company Work
and deliver Phase II
Notice

Deliver Estimated Schedule for Phase II Portion of the

Company Work
Deliver Notice to
Proceed and pay

Phase II Prepayment

Estimated Timeframe

Effective Date

90 Days following completion of Task 1.

90 Days    following completion of Task 1.

30 Days following
completion of Task 3

Responsible Party

Customer

Company

Company

Customer

The dates above represent the Parties’ preliminary schedule, which is subject to adjustment,
alteration, and extension.  The Company does not and cannot guarantee or covenant that any outage
necessary in connection with the Work will occur when scheduled, or on any other particular date
or dates, and shall have no liability arising from any change in the date or dates of such outages.
For the avoidance of doubt:  potential or estimated delays in the issuance or receipt of Required
Approvals or the acquisition of New Facilities Property Rights are not included in such preliminary
schedule.

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Exhibit C: Customer Required Actions

The Customer Required Actions shall consist of the following:

1.  Customer shall grant to Company certain perpetual easements and rights for the

construction, installation, testing, ownership, use, operation, and maintenance of the

portions of the New Facilities to be located on, over, across, through Customer’s

property, which grants of easement shall be in substantially the same form attached

hereto as Exhibit C-1 (the “Customer Grants of Easement”).  Customer shall further use
reasonable efforts to acquire any other easements, access rights, rights-of-way, fee
interests, and other rights in property that may be necessary to accommodate Company’s
construction, installation, testing, ownership, use, operation, and maintenance of the New
Facilities, as determined to Company’s satisfaction in its reasonable discretion (together
with the Customer Grants of Easement, collectively the “New Facilities Property
Rights”).  Customer shall convey, or arrange to have conveyed, to the Company all New
Facilities Property Rights, each such conveyance to be in form and substance satisfactory
to Company in its reasonable discretion and without charge or cost to Company.

2.  Customer acknowledges and agrees that the Company is required to abide by all

Applicable Requirements.  To the extent necessary, Customer shall prepare, file for, and use reasonable efforts to obtain, on the Company’s behalf, all required subdivision,
zoning and other special, conditional use or other such land use permits or other
discretionary permits, approvals, licenses, consents, permissions, certificates, variances, zoning changes, entitlements or any other such authorizations from all local, state and
federal governmental agencies and any other third parties for Company to construct,
install, commission, own, use, operate, and maintain the New Facilities (the “Land Use Approvals”).  The Parties acknowledge that, as of the Effective Date, neither Party is
aware of any required Land Use Approvals.

3.  In undertaking or performing any work required of it under the terms of this Agreement,

including, without limitation, securing and providing the New Facilities Property Rights
and the Land Use Approvals, Customer shall comply, at all times, with  the Real Property
Standards.  Customer shall use appropriate environmental due diligence commensurate
with the type of real property transactions contemplated by this Agreement and shall
coordinate with the Company’s Environmental Department in connection therewith. The
Company’s Project Manager will provide Customer with the name and contact
information for an appropriate Company representative in the Company’s Environmental
Department.

4.  Customer shall prepare, file for, and use commercially reasonable efforts to obtain all

Required Approvals necessary to perform its obligations under this Agreement.

5.  If and to the extent applicable or under the control of the Customer, provide complete and

accurate information regarding the Project and the site(s) where Work is to be performed,

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including, without limitation, constraints, space requirements, underground or hidden facilities and structures, and all applicable data, drawings and specifications.

6.  Customer shall provide adequate and continuous access to the portion of the Site(s)
 where Company Work is to be performed.  Such access is to be provided to Company
 and its contractors and representatives for the purpose of enabling them to perform the
 Company Work as and when needed.

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

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Exhibit C-1:  Form of Grant of Easement

EASEMENT

THIS EASEMENT, made this day of 20 , between

__________________________, with an office at _____________________________

(hereinafter referred to as “Grantor”), and NIAGARA MOHAWK POWER

CORPORATION, a New York corporation, having an address at 300 Erie Boulevard West, Syracuse, New York  13202 (hereinafter referred to as “Grantee”),

W I T N E S S E T H:

That the Grantor, in consideration of ONE DOLLAR AND MORE ($1.00 & More) lawful

money of the United States  paid by the Grantee, does hereby grant and release unto the Grantee,
its successors and assigns forever, the perpetual right, privilege and easement to construct,
reconstruct, relocate, extend, repair, maintain, operate, inspect, patrol, and, at its pleasure,
remove any poles or lines of poles or both, supporting structures, cables, crossarms, overhead
wires, guys, guy stubs, insulators, transformers, braces, fittings, foundations, anchors, lateral
service lines, and other fixtures and appurtenances, including related communications facilities
(collectively, the “Facilities”), which the Grantee shall require now and from time to time and
which may be erected at the same or different times, for the transmission and distribution of high
and low voltage electric current and for the transmission of related intelligence and
communication signals that may be necessary or convenient in transmitting such electric service,
by any means, whether now existing or hereafter devised, for public or private use, in, upon, over
and across that portion of the lands of the Grantor described below (the “Easement Area”), and
the highways abutting or running through the said lands of the Grantor, and to renew, replace,
add to, and otherwise change the Facilities and each and every part thereof and the location
thereof within the Easement Area, and utilize the Facilities within the Easement Area for the
purpose of providing service to the Grantor and others;

ALL THAT TRACT OR PARCEL OF LAND,

(Insert legal description of the Easement Area here, including reference to the Exhibit “A”  map
and Schedule “A”, if applicable, as same will be attached and recorded as part of this
document)

Together with the perpetual right, privilege and easement to place, replace, renew, repair, maintain, operate and remove any supporting structures such as guys, stubs, anchors, span guys, and any other appurtenant structures within the bounds of the Easement Area which the Grantee may from time to time deem necessary.

Together with the perpetual right, privilege and easement to clear the Easement Area of obstructions and structures, and to trim, cut and remove any and all trees and brush, either

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mechanically or by the use of approved herbicides, within the bounds of the Easement Area, and
also any and all trees and brush beyond the bounds of the Easement Area which, in the sole
judgment of the Grantee, may be a source of danger to the Grantee’s electric Facilities, all as the
Grantee may from time to time deem necessary; and together with the further right of temporary
access during initial construction of the Facilities to and from the Easement Area across certain
adjoining lands of the Grantor depicted in Exhibit “A” attached hereto, for the purposes herein
stated.

Grantor and Grantee acknowledge that while the term “Facilities” does not include

underground cables or conduits, Grantee shall be permitted to use below surface areas within the Easement Area as may be necessary to exercise its rights pursuant to this Easement.

Grantee shall provide Grantor with ___ days’ prior written notice before commencing the initial construction of the Facilities.  No mining or blasting shall be undertaken within the
Easement Area by Grantee, without the prior written consent of Grantor, which consent may be withheld in Grantor’s sole discretion.

Following the completion of the initial construction of the Facilities, Grantee shall

procure and maintain at its own expense, prior to entering upon the Easement Area or performing
any activities within the Easement Area, any and all licenses, consents, permits, authorizations
and other approvals required from any federal, state or local governmental authority in
connection with Grantee’s use of the Easement Area (collectively, “Permits”). Grantee shall
observe all laws, rules, statutes and regulations of any governmental authorities having
jurisdiction over the Easement Area. Grantor may from time to time request reasonable evidence
that all such Permits have been obtained by Grantee and are in full force and effect.

Grantee shall use reasonable efforts when exercising its foregoing rights to minimize, to the extent reasonably practical, any interference with Grantor’s operations and shall maintain the Easement Area in accordance with good utility practice.

This grant is made on the express undertaking of the Grantee that if, in entering the Easement Area for the purpose of reconstructing, maintaining or repairing any Facilities, any damage is done to the property of the Grantor, the Grantee will promptly restore such property to the same condition that existed prior to such damage, to the extent feasible.

Grantor, as an undertaking and covenant running with the land for itself, its

representatives, successors and assigns, hereby covenants and agrees with respect to the Easement Area that:

(a)  No buildings or other structures shall ever be erected, moved or placed upon or
permitted to be erected, moved or placed upon said Easement Area, nor shall any trees be planted thereon.

(b)  No equipment, mechanical or otherwise, any part of which may extend within
fifteen feet of the lowest electric conductor constructed, maintained and operated over

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said Easement Area shall be used, operated or moved over, across and along said Easement Area.

(c) No materials or equipment shall be stored or permitted to be stored upon said

Easement Area.

(d)  The grade of said Easement Area as same now exists shall not be disturbed nor
shall any excavating, mining or blasting be undertaken within the bounds thereof.

(e)  Grantor shall not have the right to relocate the Easement Area or amend or modify this Easement without Grantee's written consent, and no acts shall be permitted within the Easement Area inconsistent with the rights and easements granted herein.

TO HAVE AND TO HOLD the premises and rights herein granted unto the Grantee, its successors and assigns forever.

Said Grantor further covenant with respect to the premises heretofore designated as the Easement Area, the following:

1.  That the said Grantor are seized of said premises in fee simple and have good right to grant and convey the above-described rights, privileges and easements.

2.  That the said premises are free from encumbrances.

3.  That the Grantee shall quietly enjoy the said premises.

4.  That the Grantor will execute or procure any further necessary assurance of the title to said premises.

5.  That the said Grantor will forever warrant the title to said premises.

The Grantee, its successors and assigns, are hereby expressly given and granted the right
to assign this Easement, or any part thereof, or interest therein, and the same shall be divisible
between or among two or more owners, as to any right or rights created hereunder, so that each
assignee or owner shall have the full right, privilege, and authority herein granted, to be owned
and enjoyed either in common or severally.  This Easement is a commercial easement in gross
and shall at all times be deemed to be and shall be a continuing covenant running with the

Grantor’s land and shall inure to and be binding upon the successors, heirs, legal representatives, and assigns of the parties named in this Easement.

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IN WITNESS WHEREOF, the Grantor has executed and delivered this Easement as of the day and year first above written.

BY:  ________________________________    BY:  ___________________________________

(Sign)

______________________________________

(Print Name and/or Title if Corporation)

STATE OF NEW YORK }
COUNTY OF  } SS.:

(Sign)

_________________________________________

(Print Name and/or Title if Corporation)

On this day of , 20 , before me, the undersigned a Notary Public in and for said State,

personally appeared , personally known to me or proved to me on the basis of

satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies) , and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

________________________________________

Notary Public

STATE OF NEW YORK }

COUNTY OF } SS.:

On this day of , 20 , before me, the undersigned a Notary Public in and for said State,

personally appeared , personally known to me or proved to me on the basis of

satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies) , and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

________________________________________

Notary Public

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Exhibit D: Company Insurance Requirements

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

Commercial General Liability (CGL) (Including Contractual Liability), covering all activities
and operations to be performed by it under this Agreement, with the following minimum limits:

Bodily Injury and Property Damage per Occurrence - $3,000,000

General Aggregate & Product Aggregate - $3,000,000 each

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

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

Umbrella or Excess Liability, coverage with a minimum limit of $ 4,000,000.

Any combination of Commercial General Liability, Automobile Liability and Umbrella
or Excess Liability can be used to satisfy the limit requirement for these coverages.

Prior to starting work and upon request, the Company shall promptly provide the Customer with
evidence of self-insurance and/or certificates of insurance evidencing the insurance coverage
above.

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

To:  AVANGRID Service Company

Procurement Department/Insurance Cert

89 East Avenue

Rochester, NY 14649

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

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

The Company shall comply with any governmental and/or site-specific insurance requirements even if not stated herein.

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

The Company shall include the Customer as an additional insured for all coverages except Workers’ Compensation and Employers Liability Insurance in order to provide the Customer with protection from liability arising out of activities of Company relating to this Agreement and associated Work.  A Waiver of Subrogation in favor of the Customer shall be provided on insurance requirements in this Exhibit.

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Exhibit E: Customer Insurance Requirements

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

Commercial General Liability (CGL) (Including Contractual Liability), covering all activities and operations to be performed by it under this Agreement, with the following minimum limits:

Bodily Injury and Property Damage per Occurrence - $1,000,000

General Aggregate & Product Aggregate - $2,000,000 each

• Coverage shall include contractual liability (with this Agreement, and any associated verbal agreements, being included under the definition of “Insured Contract” thereunder), products/completed operations, and if applicable, explosion, collapse and underground (XC&U).

• If the products-completed operations coverage is written on a claims-made basis, the retroactive date shall not precede the effective date of this Agreement and coverage shall be maintained continuously for the duration of this Agreement and for at least two years thereafter.

• Additional Insured as required below.

• The policy shall contain a separation of insureds condition.

• A liability insurance policy containing an annual aggregate limit of liability shall be amended to reflect that the annual aggregate limit applies on a per project basis.

Owners & Contractors Protective Liability Insurance, with a limit of liability not less than

$1,000,000, if required by use of subcontractors in the work being performed and mutually agreed to by
the Company and the Customer. Proof of coverage under the Contractor's CGL policy will satisfy this
requirement.

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

operations, work or services to be performed by or on behalf of the Customer under or in connection with this Agreement with minimum limits of:

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

Umbrella or Excess Liability, coverage with a minimum limit of $ 10,000,000.

Any combination of Commercial General Liability, Automobile Liability and Umbrella or Excess Liability can be used to satisfy the limit requirement for these coverages.

Contractors Pollution Liability (CPL): covering any sudden and accidental pollution liability (on a per project basis) which may arise out of, under, or in connection with this Agreement, including all operations to be performed by or on behalf of Customer, or that arise out of the Customer’s use of any owned, non-owned or hired vehicles, with a minimum liability limit of:

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

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This requirement may be satisfied by providing either this CPL policy, which would

include naming the Insured Entities, including their officers and employees, as additional insured’s as outlined below; OR by providing coverage for sudden and accidental
pollution liability under the CGL and commercial automobile insurance policies required above - limited solely by the Insurance Services Organization (ISO) standard pollution
exclusion, or its equivalent.

In the event the Customer is unable to secure and/or maintain any or all of this sudden and accidental pollution liability coverage, the Customer agrees to indemnify and hold the Insured Entities harmless against any and all liability resulting from any coverage deficiency that is out of compliance with this insurance requirement.

Prior to starting work, the Customer shall promptly provide the Company with evidence of insurance self-insurance and/or certificates of insurance evidencing the insurance coverage above.  Customer shall provide such certificates or evidence of insurance to Company at the following address:

To: National Grid c/o Niagara Mohawk Power Corporation

Attention: Kevin Reardon

Director, Commercial Services

40 Sylvan Road

Waltham, MA 02451

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

If the Customer fails to secure or maintain any insurance coverage, or any insurance coverage
is canceled before the completion of all services provided under this Agreement, and fails
immediately to procure such insurance as specified herein, then the Company has the right but
not the obligation to procure such insurance and bill the cost thereof to the Customer.

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

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

Customer shall include the Company as an additional insured for all coverages except
Workers’ Compensation and Employers Liability Insurance in order to provide the Company
with protection from liability arising out of activities of Customer relating to this Agreement
and associated Work.  National Grid USA, and its direct and indirect parents, subsidiaries
and affiliates shall be included as additional insured.  A Waiver of Subrogation in favor of
the Company shall be provided on insurance requirements in this Exhibit.

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Schedule I: Real Property Standards

This Schedule is attached to and made a part of the Cost Reimbursement Agreement (“CRA”) dated as of June __, 2021 (“Effective Date”) by and between Customer and Company.  Any capitalized terms used but not defined in this Schedule shall have the same meanings given to such terms in the CRA.

Customer shall transfer to Company such rights and interests in real property that, in the reasonable
opinion of Company, are necessary for the construction, reconstruction, relocation, operation, repair,
maintenance, and removal of and access to the New Facilities. Based on their mutual understanding as of
the Effective Date as to the scope of real property interests necessary for the foregoing purposes, the
parties have agreed that Customer shall transfer and convey an easement (the “Easement”) to Company,
in substantially the same form as the Grant of Easement attached to the CRA as Exhibit C-1.  Company
reserves the right, in its reasonable discretion, to impose additional or modified requirements to the
extent required to support the Company Work. The lands subject to the Easement are generally depicted
in the drawing attached hereto (the “Easement Area”), but the exact dimensions of the Easement Area
have yet to be finalized. In any event, Customer agrees that the Easement Area shall (i) be of sufficient
area to allow safe construction, operation and maintenance of the New Facilities, in conformity with
applicable land use and zoning ordinances, subdivision regulations, and wetlands setback requirements;
and (ii) provide necessary dimensions and area for guys, anchors and other such appurtenant facilities.
Customer acknowledges and agrees that the Easement must provide for temporary access/egress rights
to the New Facilities during initial construction which are acceptable to Company in its reasonable
discretion.

Customer shall be solely responsible for paying all costs associated with the transfer of real property
interests to Company, including, but not limited to, closing costs, transfer taxes and recording fees, and
Customer shall reimburse Company for all costs Company may incur in connection with such transfer.

Customer will be responsible for payment of all real estate taxes (i.e., county, village, city/town and/or
school) following such transfer, except for such taxes as may be assessed to Company for the New
Facilities.

Company shall have the right, personally or through its engineers, consultants, surveyors, architects, contractors or such other parties as Company shall designate (the “Company Agents”), to enter upon the Easement Area prior to obtaining the Easement upon providing advance reasonable notice to Customer to inspect, examine and conduct such tests and investigations as Company shall reasonably require in connection with the Company Work.  Customer shall have the right to have a representative accompany Company or any Company Agents during any such investigation.

Customer will use reasonable efforts to furnish or make available to Company complete and accurate
copies of the following information, if any, which is in Customer’s possession or control relating to or
concerning the Easement Area: (i) unrecorded leases, licenses or other use agreements, including
amendments thereto, if any, and written notices alleging that Customer is in breach of any such
agreements or of any recorded leases, licenses or other use agreements; (ii) land surveys; (iii)
environmental and geotechnical reports; and (iv) written notices of any uncured violation by
Customer of any federal, state or local law specifically relating to or affecting the use or operation
of the Easement Area.  For purposes hereof, “Customer’s possession or control” shall mean such
materials which would be located in, as applicable, Customer’s real estate and environment

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departments and assembled following a customary and reasonable search thereof by a member of each respective Department’s personnel.  For the avoidance of doubt, “Customer’s possession or control” shall not be construed as an exhaustive search of enterprise-wide Customer records, and Customer cannot and does not guaranty the accuracy or completeness of any materials provided pursuant hereto.

The Easement shall be conveyed to Company with good and marketable title free and clear of all
liens (except the lien of any real property taxes that are not yet due and payable) and of all
encumbrances and exceptions to title  deemed objectionable by Company, provided that any
such objection by Company shall be of a reasonable nature and consistent with legally sound title
practice in the State of New York (collectively, “Defects”) for a sum of $1.00.  Title shall be
transferred only after having been determined satisfactory by Company, in its reasonable
discretion.  Customer will remove any such Defects in a manner that is acceptable to Company
(in its reasonable discretion) on or before the execution and recording of the Easement
(“Closing”). Customer shall provide to Company a complete field survey of the Easement Area
which shall comply with the Minimum Standard Detail Requirements for ALTA/NSPS Land Title
Surveys (with iron pin markers delineating the perimeter boundaries of the Easement Area), a
title report prepared by a reputable and independent title company based on a title search that
starts with the vesting deed pursuant to which Customer acquired title to the land subject to the
Easement Area, and a tax search.

At Closing, Customer shall deliver to Company the duly authorized, executed and acknowledged Easement, a settlement statement, and any other customary and reasonable documents as may be reasonably required for the proper conveyance of the Easement.

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