Service Agreement No. 2703

COST REIMBURSEMENT AGREEMENT

This COST REIMBURSEMENT AGREEMENT (this “Agreement”), is made and
entered into as of April 1, 2022 (the “Effective Date”), by and between ROCHESTER GAS AND
ELECTRIC 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” or
“National Grid”). 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 Farmington Substation 168 located near
Farmington, NY (the “Station 168 Substation”) and interconnect such proposed expanded Station
by removing the existing taps from Hook Road - Elbridge #7 and the Pannell - Border City #4/4A
115kV electrical transmission circuits to the existing Avangrid/RGE Farmington 168 Substation
and installing a loop-in/loop-out tap from the Mortimer - Elbridge #2 and Pannell - Border City
#4/4A 115kV electrical transmission circuits to the expanded Farmington Station 168 Substation;
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.

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

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

“Company Reimbursable Costs” means the actual costs and expenses incurred by Company
and/or its Affiliates in connection with performance of the Company Work or otherwise incurred
by Company and/or its Affiliates in connection with the Project or this Agreement, and including,
without limitation, any such costs that may have been incurred by Company and/or its Affiliates
prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation,
the actual expenses for labor (including, without limitation, internal labor), services, materials,
subcontracts, equipment or other expenses incurred in the execution of the Company Work or
otherwise in connection with the Project, all applicable overhead, overtime costs (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.

“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 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.
“National Grid” shall have the meaning set forth in the preamble 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.
“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 nonpublic 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.
“Site” shall mean Customer’s Station 168 Substation.

“Station 168 (Farmington) Expansion Project” shall have the meaning set forth in Exhibit A to this Agreement.

“Station 168 Substation” shall have the meaning set forth in the preamble to this Agreement.

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

“Total Payments Made” shall have the meaning set forth in Section 8.1 of this Agreement.
“Work” shall mean the Customer Required Actions and/or the Company Work, as applicable.

2.0 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.

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 Work

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 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, and Customer acknowledges that, prior to accepting

the New Facilities Property Rights, Company shall have completed
all due diligence contemplated by this Agreement with respect
thereto, and determined in its reasonable discretion that Customer has

satisfied, or shall have satisfied, the applicable obligations set forth in
the Real Property Standards (it being agreed that such obligations
shall be (a) established by the Parties as soon as practicable following

determination as to the nature and scope of the New Facilities
Property Rights, and the Real Property Standards shall be amended at
that time to reflect such obligations and (b) of a reasonable nature,

consistent with established conveyancing practices of the Parties); (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.

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  $450,000  (“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, 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.

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: Sara Otero, Project Manager

Address: Avangrid Service Company,

3 City Center, 2nd floor

180 South Clinton Ave

Rochester, New York 14604

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 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
STATION 168 (FARMINGTON) EXPANSION PROJECT, OR ANY COMPANY
WORK,  WHETHER  WRITTEN  OR  ORAL,  STATUTORY,  EXPRESS  OR
IMPLIED,   INCLUDING,   WITHOUT   LIMITATION,   THE   IMPLIED
WARRANTIES   OF   MERCHANTABILITY   AND   FITNESS   FOR   A
PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY
EXCLUDED AND DISCLAIMED.

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

the completion, expiration or earlier termination of this Agreement.

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.

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
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.

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. 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.

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

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.

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:

(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 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: 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

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.

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

and prepaid for overnight delivery with a national overnight courier, addressed to

the other Party at the following address:

To Customer: Rochester Gas and Electric Corporation

c/o Avangrid Service Company

Attn: Angel Omar Guevara Hernandez, Director of Substations Projects

3 City Center, 2nd floor

180 South Clinton Ave

Rochester, New York 14604 Phone: (585) 943-6069

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.

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.]

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

ROCHESTER GAS AND ELECTRIC CORPORATION

By:

_____________________________________________
 Name: James Cole

Title: VP Projects - Business representative

By:

____________________________________________
 Name: Joseph J. Syta

Title: VP Controller and Treasurer - Control representative

NIAGARA MOHAWK POWER CORPORATION

By: _____________________

Name: Kevin Reardon

Title: Director, Commercial Services

LIST OF ATTACHMENTS, SCHEDULES AND EXHIBITS

Exhibit A Scope of Company Work

Exhibit B Preliminary Milestone Schedule

Exhibit C Customer Required Actions

Exhibit D Company Insurance Requirements

Exhibit E Customer Insurance Requirements

Schedule I Real Property Standards

Exhibit A: Scope of Company Work

Customer is expanding the Station 168 Substation located in Farmington, NY. The proposed
expanded Station 168 Substation is located adjacent to the existing National Grid owned
Mortimer-Elbridge #2 and Pannell - Border City #4/4A 115kV electrical transmission circuits
(the “Circuits”).

The Circuits are currently in either a double-circuit or single-circuit configuration and all proposed modifications to each of these Circuits in support of the Station 168 (Farmington) Expansion Project will allow them to remain in such Circuit’s configuration.

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

Portion”):

To support the Station 168 (Farmington) Expansion Project, National Grid is proposing to remove the taps for Hook Road - Elbridge #7 and Pannell - Border City #4/4A. Wood pole structures 271 1/2 and 271 3/4 will no longer be required on the Hook Road -Elbridge #7 115 kV circuit and will be removed.

National Grid proposes to add six (6) new steel pole deadend structures on foundations to

connect the Mortimer - Elbridge #2 Circuit and the Pannell - Border City #4/4A Circuits to the proposed expanded Station 168 Substation.

Although preliminary engineering is not complete, National Grid currently anticipates

installation of two (2) new deadend steel structures after the existing structure 218-1/2 on the Mortimer - Elbridge #2 line. This will require installation of two (2) standard concrete caisson foundations approximately 26’deep by 7’ in diameter. Construction will require approximately 20,000 square feet of matting.

In addition to the structure replacements, approximately 6000 feet of new 336.4 ACSR conductor and 600 feet 3/8” EHS shieldwire will be installed.

Access to the work Site will be through Customer or Customer affiliate- owned property where available. There is potential for additional matting to cross various underground facilities and to protect environmentally sensitive areas.

•   Procurement of Long Lead Purchase Items

o   Steel Poles

o   Conductor

o 3/8” Shield Wire

Perform preliminary engineering, including preliminary drawings and designs, specifications, 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 Station 168 Substation to the Company’s Lines, by
removing Hook Road - Elbridge #7 and the Pannell - Border City #4/4A 115kV electrical
transmission circuits to the existing Avangrid/RGE Farmington 168 Substation and installing a
loop-in/loop-out tap from the Mortimer - Elbridge #2 and Pannell - Border City #4/4A and related
facilities (the “New Facilities”) and 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 final engineering work, studies and other tasks necessary to develop a detailed

project plan (the “Detailed Project Plan”) to implement the work contemplated below.

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 Station 168 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.

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.

Exhibit B: Preliminary Milestone Schedule

PRELIMINARY MILESTONE SCHEDULE

Task

1.

2.

3.

4.

Milestone

Make Initial
Prepayment

Complete Phase I of the Company Work Deliver Estimated
Schedule for Phase II Portion of the

Company Work
Deliver Notice to
Proceed and pay

Phase II Prepayment

Estimated Timeframe

Effective Date

180 Days following
completion of Task 1.

180 Days following
completion of Task 1.

60 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.

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 form and substance reasonably acceptable to the Parties
(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,

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, 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.

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 3 City Center

180 South Clinton Ave

Rochester, New York 14604

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.

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.

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, nonowned or hired vehicles, with a minimum liability limit of:

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

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.

Schedule I: Real Property Standards