Common use of Estimated Costs and Payment Terms Clause in Contracts

Estimated Costs and Payment Terms. 4.1 The Company’s estimated cost for completion of the Engineering & Procurement services is specified in Attachment A (the “Estimated Cost”). The Estimated Cost constitutes the Company’s good faith estimate of the cost for the Engineering & Procurement services through to the execution of the IA, pursuant to this Agreement. The actual costs to be paid by the Customer will be the actual costs incurred by the Company, which may vary from the Estimated Cost, as described in Section 4.3 below. Any costs for the Engineering & Procurement in excess of the Estimated Cost are “Additional Costs”. Typically, under NYSEG’s E&P Agreement, NYSEG requires the customer to provide payment security such as a letter of credit to guaranty NYSEG receives payment for the work NYSEG will undertake. In this instance NYSEG has arranged the payment schedule so that NYSEG will not be required to perform work until the funding to pay for that work has been received. By arranging the payments this way, the Customer will not be required to submit security such as a letter of credit. The intention of this provision is to be clear that the Company shall only expend funds toward the payment of Engineering and Procurement if sufficient funds have first been received from the Customer. NYSEG requires payment of the estimated cost of work in advance. a. The Estimated Cost is three hundred thousand dollars ($300,000.00), which includes, but is not limited to Owners Engineer review costs of the scope described in Attachment A hereto b. The first payment of one hundred and fifty thousand dollars ($150,000.00) is due on the date of execution of this Agreement by both parties (the “Effective Date”); c. The second payment of one hundred and fifty thousand dollars ($150,000.00) (the actual amount may be adjusted based upon the development update described in Paragraph 4.2 below) is due within one (1) month from the effective date; d. All payments by Customer shall be made by certified or bank check, or wire transfer. 4.2 The Company can commence with the full Engineering & Procurement described in Attachment A hereto upon receipt of the first payment. The estimated $300,000 for the NYSEG scope is intended to cover services through to execution of the IA. In the event the IA is not executed prior to the funding running out, an amendment to this E&P will be required to provide additional funds in order to continue providing services. Once the Company has commenced performance of the Engineering & Procurement, the Company shall have the right to propose changes to the Scope of Engineering & Procurement by providing written notice (each an “EP Change Notice”) to the Customer, which notice shall include an estimate of the Additional Cost associated with the change in the Scope of Engineering & Procurement. The Customer, through its designated representative, shall, within ten (10) business days after the Customer receives an EP Change Notice, either (a) authorize the change in the Scope of Engineering & Procurement in a written notice to the Company and include payment for the Additional Cost associated with the change, or (b) dispute the necessity for or the cost of the change described in the EP Change Notice. If the Customer chooses option (b), then the Company shall not undertake any work associated with the EP Change Notice until such dispute is resolved; provided, however, that if the dispute is not resolved within ninety (90) days from the date the Customer receives the EP Change Notice, either Party shall have the right to terminate this Agreement upon written notice to the other. If the Customer chooses option (a), then payment of the Additional Costs described in any EP Change Notice is required in advance of the Company undertaking to perform the change in the Scope of Engineering & Procurement and the Customer shall be responsible for the actual costs associated with the change in the Scope of Engineering & Procurement. 4.3 The Company shall, in writing, advise the Customer in advance of performing any Engineering & Procurement work that is not subject to an EP Change Notice as described in Section 4.2, if the Additional Costs for such work are equal to or greater than ten percent (10%) of the Estimated Cost (each notice an “Increased Cost Notice”). Upon receiving an Increased Cost Notice, the Customer, through its designated representative, shall, within ten (10) days, either (a) make payment for the Additional Cost, or (b) dispute the Additional Cost described in the Increased Cost Notice. If the Customer chooses option (b), the Company may, at its option and upon notice to the Customer (y) suspend performance under this Agreement until the dispute is resolved and the required payment for the Additional Cost is made, or (z) if the dispute is not resolved within ninety (90) days from the date the Customer receives the Increased Cost Notice, terminate this Agreement. 4.4 Within thirty (30) days after the expiration or any earlier termination of this Agreement: (a) the Company shall refund to the Customer any portion of the paid Estimated Costs or paid Additional Costs that the Company did not expend in performing its obligations under this Agreement, and (b) the Customer shall pay to the Company any outstanding amount due under this Agreement. Notwithstanding the foregoing, the Company may retain any amounts due to Customer under (a) above until such time as there is final settlement of any dispute between the Parties over amounts due under this Agreement, including any indemnification or other liability obligations under this Agreement. This Section 4.4 shall survive any termination or expiration of this Agreement.

Estimated Costs and Payment Terms. 4.1 The Company’s estimated cost for completion of the Engineering & Procurement services is specified in Attachment A (the “Estimated Cost”). The Estimated Cost constitutes the Company’s good faith estimate of the cost for the Engineering & Procurement services through to the execution of the IAan LGIA, pursuant to this Agreement. The actual costs to be paid by the Customer will be the actual costs incurred by the Company, which may vary from the Estimated Cost, as described in Section 4.3 below. Any costs for the Engineering & Procurement in excess of the Estimated Cost are “Additional Costs”. Typically, under NYSEG’s E&P Agreement, NYSEG requires the customer to provide payment security such as a letter of credit to guaranty NYSEG receives payment for the work NYSEG will undertake. In this instance instance, NYSEG has arranged the payment schedule so that NYSEG will not be required to perform work until the funding to pay for that work has been received. By arranging the payments this way, the Customer will not be required to submit security such as a letter of credit. The intention of this provision is to be clear that the Company shall only expend funds toward the payment of Engineering and Procurement if sufficient funds have first been received from the Customer. NYSEG requires payment of the estimated cost of work in advance. a. The Estimated Cost is three four hundred thousand dollars ($300,000.00400,000.00), which includes, but is not limited to Owners Engineer review costs equipment and installation cost of the scope described in Attachment A hereto; b. The first payment of one four hundred and fifty thousand dollars ($150,000.00400,000.00) is due on the date of execution of this Agreement by both parties (the “Effective Date”); c. The second payment of one hundred and fifty thousand dollars ($150,000.00) (the actual amount may be adjusted based upon the development update described in Paragraph 4.2 below) is due within one (1) month from the effective date; d. All payments by Customer shall be made by certified or bank check, or wire transfer. 4.2 The Company can will commence with the full Engineering & Procurement described in Attachment A hereto upon receipt of the first payment. The estimated four hundred thousand dollars ($300,000 400,000) for the NYSEG scope is intended to cover services through to execution of the IAan LGIA contract. In the event the IA LGIA is not executed prior to the funding running out, an amendment to this E&P Agreement will be required to provide additional funds in order to continue providing services. . 4.3 Once the Company has commenced performance of the Engineering & Procurement, the Company shall have the right to propose changes to the Scope of Engineering & Procurement by providing written notice (each an “EP Change Notice”) to the Customer, which notice shall include an estimate of the Additional Cost associated with the change in the Scope of Engineering & Procurement. The Customer, through its designated representative, shall, within ten five (105) business days after the Customer receives an EP Change Notice, either (a) authorize the change in the Scope of Engineering & Procurement in a written notice to the Company and include payment for the Additional Cost associated with the change, or (b) dispute the necessity necessity, in writing, for or the cost of the change described in the EP Change Notice. If the Customer chooses option (b), then the Company shall not undertake any work associated with the EP Change Notice until such dispute is resolved; provided, however, that if the dispute is not resolved within ninety (90) days from the date the Customer receives the EP Change Notice, either Party shall have the right to terminate this Agreement upon written notice to the other. If the Customer chooses option (a), then payment of the Additional Costs described in any EP Change Notice is required in advance of the Company undertaking to perform the change in the Scope of Engineering & Procurement and the Customer shall be responsible for the actual costs associated with the change in the Scope of Engineering & Procurement. 4.3 4.4 The Company shall, in writing, advise the Customer in advance of performing any Engineering & Procurement work that is not subject to an EP Change Notice as described in Section 4.2, if the Additional Costs for such work are equal to or greater than ten percent (10%) of the Estimated Cost (each notice an “Increased Cost Notice”). Upon receiving an Increased Cost Notice, the Customer, through its designated representative, shall, within ten (10) days, either (a) make payment for the Additional Cost, or (b) dispute the Additional Cost described in the Increased Cost Notice. If the Customer chooses option (b), the Company may, at its option and upon notice to the Customer (y) suspend performance under this Agreement until the dispute is resolved and the required payment for the Additional Cost is made, or (z) if the dispute is not resolved within ninety (90) days from the date the Customer receives the Increased Cost Notice, terminate this Agreement. 4.4 4.5 Within thirty (30) days after the expiration or any earlier termination of this Agreement: (a) the Company shall refund to the Customer any portion of the paid Estimated Costs or paid Additional Costs that the Company did not expend in performing its obligations under this Agreement, and (b) the Customer shall pay to the Company any outstanding amount due under this Agreement. Notwithstanding the foregoing, the Company may retain any amounts due to Customer under (a) above until such time as there is final settlement of any dispute between the Parties over amounts due under this Agreement, including any indemnification or other liability obligations under this Agreement. This Section 4.4 4.5 shall survive any termination or expiration of this Agreement.

Estimated Costs and Payment Terms. 4.1 The Company’s estimated cost for completion of the Engineering & Procurement services Company Work is specified in Attachment Exhibit A (the “Estimated Cost”). The Estimated Cost constitutes the Company’s good faith estimate of the cost for to complete the Engineering & Procurement services through to the execution of the IA, Company Work pursuant to this Agreement. The actual costs to be paid by the Customer will be the actual costs incurred by the Company, which may vary from the Estimated Cost, as described in Section Sections 4.3 and 4.4 below. Any costs for the Engineering & Procurement Company Work in excess of the Estimated Cost are “Additional Costs”. .” Typically, under NYSEG’s E&P Agreement, NYSEG the Company requires the customer Customer to provide payment security such as a letter of credit to guaranty NYSEG the Company receives payment for the work NYSEG that Company will undertake. In this instance NYSEG instance, Customer has arranged the payment schedule so that NYSEG will not be required agreed to perform work until the funding to pay for that work has been received. By arranging the payments this wayprovide an Initial Prepayment, the as described below, and Customer will not be required to submit security such as a letter of credit. The intention of this provision is to be clear that the Company shall only expend funds toward the payment of Engineering and Procurement if sufficient funds have first been received from the Customer. NYSEG requires payment of the estimated cost of work in advance. a. The Estimated Cost is three hundred thousand Two Million Five Hundred and Ninety-Two Thousand and One Hundred Nineteen dollars ($300,000.002,592,119). b. The Customer shall provide the Company with a prepayment of $518,424 (“Initial Prepayment”), which includessuch amount representing the Company’s current Estimated Cost to perform the Company Work. The Customer shall pay such amount to the Company within ten (10) days of the date of this Agreement. Unless it elects to do so in its sole discretion, the Company shall not be obligated to commence any Company Work under this Agreement prior to the Company’s receipt of the Initial Prepayment. c. If, during the performance of the Company Work, the Company determines that one or more additional prepayments are required to recover estimated Additional Costs before completing the Company Work, the Company may, but is not limited to Owners Engineer review costs required to, request additional prepayment (each, an “Additional Prepayment”) from the Customer; any such requests shall be in writing and be accompanied by an itemized invoice; provided, however, that such Additional Prepayment requests shall not SERVICE AGREEMENT NO. 2534 exceed $50,000 per quarter and such Additional Prepayments plus the Initial Prepayment shall not exceed $1,500,000 without the written approval of the scope Customer prior to the continuation of the Company Work. If an Additional Prepayment is requested and is not received from the Customer on or before the date specified in the applicable request, or if no date is specified, within thirty (30) days of receipt of such written request, the Company may (but shall not be obligated to) cease work upon the depletion of the Initial Prepayment and any other Additional Prepayments made by the Customer hereunder to date, as applicable. Upon the Company’s receipt of the Additional Prepayment from the Customer (such Additional Prepayment to be additional to the Initial Prepayment and any other prepayments made by the Customer to date), the Company shall recommence performance of the Company Work. d. The Company may elect, in its sole discretion, to continue performance hereunder after the depletion of any prepayments, as described in Attachment A hereto b. The first payment of one hundred Sections 4.1.b and fifty thousand dollars ($150,000.00) is due on 4.1.c herein, and invoice the date of execution of Customer at a later date. Except as otherwise expressly provided for in this Agreement by both parties (the “Effective Date”); c. The second payment of one hundred and fifty thousand dollars ($150,000.00) (the actual amount may be adjusted based upon the development update described in Paragraph 4.2 below) is due within one (1) month from the effective date; d. All payments by Customer Agreement, all invoices shall be made by certified or bank check, or wire transferdue and payable thirty (30) days from receipt of such invoice. 4.2 The Company can shall commence with the full Engineering & Procurement Company Work described in Attachment Exhibit A hereto upon receipt of the first paymentInitial Prepayment. At any time during the term of this Agreement, but no more often than once per calendar quarter, the Customer may request, in writing, from the Company a reconciliation of the costs incurred by the Company as of the date the Company receives written notice of the request. The estimated $300,000 for Company shall provide the NYSEG scope is intended to cover services through to execution reconciliation within thirty (30) days of the IA. In the event the IA is not executed prior to the funding running out, an amendment to this E&P will be required to provide additional funds in order to continue providing services. receiving such request. 4.3 Once the Company has commenced performance of the Engineering & ProcurementCompany Work, the Company shall have the right to propose changes to the Scope scope of Engineering & Procurement Company Work, only if such proposed changes are necessary as a result of changes to the Facilities Study Report or the Interconnection Agreement, by providing written notice (each an “EP Change Notice”) to the Customer, which notice . The EP Change Notice shall include an estimate of the any Additional Cost associated with the change in the Scope of Engineering & ProcurementCost. The Customer, through its designated representativeRepresentative, shall, within ten five (105) business days after the Customer receives receipt of an EP Change Notice, either (a) authorize the change EP Change Notice in the Scope of Engineering & Procurement in a written notice to the Company and include payment for the Additional Cost associated with the changewriting, or (b) dispute the necessity for or the cost of the change described in the EP Change Notice. If the Customer chooses option (b), then the Company shall not undertake any work associated with the EP Change Notice until such dispute is resolved; provided, however, that if the dispute is not resolved within ninety (90) days from the date the Customer receives the EP Change Notice, either Party shall have the right to terminate this Agreement upon written notice to the other. If the Customer chooses option (a), then payment of the Additional Costs described in any EP Change Notice is required in advance of the Company undertaking to perform the change work in the Scope of Engineering & Procurement EP Change Notice and the Customer shall be responsible for the actual costs associated with the change in the Scope of Engineering & Procurementsuch EP Change Notice. 4.3 4.4 Once the Company has commenced performance of the Company Work, the Customer shall have the right to propose changes to the scope of Company Work by providing written notice (each a “Customer EP Change Notice”) to the Company, which Customer EP Change Notice, shall include a request for an estimate any Additional Cost. The Company shall, in writing, advise shall then use commercially reasonable efforts to provide an estimate of any Additional Costs as soon SERVICE AGREEMENT NO. 2534 as is practicable after receipt of the Customer in advance of performing any Engineering & Procurement work that is not subject to an EP E&P Change Notice as described in Section 4.2, if the Additional Costs for such work are equal to or greater than ten percent (10%) of the Estimated Cost (each notice an “Increased Cost Notice”). Upon receiving an Increased Cost Notice, the Customer, through its designated representativeRepresentative, shall, within ten five (105) daysbusiness days after receipt of an estimate of any Additional Cost resulting from the Customer EP Change Notice, either (a) make payment for authorize the Additional Costconfirm the Customer EP Change Notice in writing, or (b) dispute the estimated Additional Cost described in Costs of the Increased Cost Customer EP Change Notice. If the Customer chooses option (b), then the Company may, at its option and upon notice to shall not undertake any work associated with the Customer (y) suspend performance under this Agreement EP Change Notice until the such dispute is resolved and the required payment for the Additional Cost is maderesolved; provided, or (z) however, that if the dispute is not resolved within ninety (90) days from the date the Customer receives the Increased Cost Noticeestimate of Additional Cost, either Party shall have the right to terminate this AgreementAgreement upon written notice to the other. If the Customer chooses option (a), then payment of the estimated Additional Costs described is required in advance of the Company undertaking to perform the work in the Customer EP Change Notice and the Customer shall be responsible for the actual costs associated with such Customer EP Change Notice. 4.4 Within thirty (30) days after 4.5 If the expiration Federal Energy Regulatory Commission accepts for filing the Interconnection Agreement before the Initial Prepayment or any earlier termination of this Agreement: (a) Additional Prepayment has been fully used to reimburse for Company Work performed by the Company shall refund to the Customer any portion of the paid Estimated Costs or paid Additional Costs that the Company did not expend in performing its obligations under this Agreement, and (b) the Company shall be authorized to apply the remaining balance of the Initial Prepayment and/or any Additional Prepayments to invoices charged to the Customer under the Interconnection Agreement. The Company shall pay adjust the security to be provided under the Interconnection Agreement to reflect the Initial Prepayment and any Additional Prepayments received by the Company under this Agreement. Anything in this Agreement to the Company any outstanding amount due under contrary notwithstanding, this Section 4.5 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Company may retain any amounts due to the Customer under (a) above until such time as there is final settlement of any dispute between the Parties over amounts due under this Agreement, including any indemnification or other liability obligations under this Agreement. This Section 4.4 shall survive any termination or expiration of this Agreement.Section

Estimated Costs and Payment Terms. 4.1 The Company’s estimated cost for completion of the Engineering & Procurement services Company Work is specified in Attachment Exhibit A (the “Estimated Cost”). The Estimated Cost constitutes the Company’s good faith estimate of the cost for to complete the Engineering & Procurement services through to the execution of the IA, Company Work pursuant to this Agreement. The actual costs to be paid by the Customer will be the actual costs incurred by the Company, which may vary from the Estimated Cost, as described in Section Sections 4.3 and 4.4 below. Any costs for the Engineering & Procurement Company Work in excess of the Estimated Cost are “Additional Costs”. .” Typically, under NYSEG’s E&P Agreement, NYSEG the Company requires the customer Customer to provide payment security such as a letter of credit to guaranty NYSEG the Company receives payment for the work NYSEG that Company will undertake. In this instance NYSEG instance, Customer has arranged the payment schedule so that NYSEG will not be required agreed to perform work until the funding to pay for that work has been received. By arranging the payments this wayprovide an Initial Prepayment, the as described below, and Customer will not be required to submit security such as a letter of credit. The intention of this provision is to be clear that the Company shall only expend funds toward the payment of Engineering and Procurement if sufficient funds have first been received from the Customer. NYSEG requires payment of the estimated cost of work in advance. a. The Estimated Cost is three hundred thousand Two Million Five Hundred and Ninety-Two Thousand and One Hundred Nineteen dollars ($300,000.002,592,119). b. The Customer shall provide the Company with a prepayment of $518,424 (“Initial Prepayment”), which includessuch amount representing the Company’s current Estimated Cost to perform the Company Work. The Customer shall pay such amount to the Company within ten (10) days of the date of this Agreement. Unless it elects to do so in its sole discretion, the Company shall not be obligated to commence any Company Work under this Agreement prior to the Company’s receipt of the Initial Prepayment. c. If, during the performance of the Company Work, the Company determines that one or more additional prepayments are required to recover estimated Additional Costs before completing the Company Work, the Company may, but is not limited to Owners Engineer review costs required to, request additional prepayment (each, an “Additional Prepayment”) from the Customer; any such requests shall be in writing and be accompanied by an itemized invoice; provided, however, that such Additional Prepayment requests shall not 3 SERVICE AGREEMENT NO. 2534 exceed $50,000 per quarter and such Additional Prepayments plus the Initial Prepayment shall not exceed $1,500,000 without the written approval of the scope Customer prior to the continuation of the Company Work. If an Additional Prepayment is requested and is not received from the Customer on or before the date specified in the applicable request, or if no date is specified, within thirty (30) days of receipt of such written request, the Company may (but shall not be obligated to) cease work upon the depletion of the Initial Prepayment and any other Additional Prepayments made by the Customer hereunder to date, as applicable. Upon the Company’s receipt of the Additional Prepayment from the Customer (such Additional Prepayment to be additional to the Initial Prepayment and any other prepayments made by the Customer to date), the Company shall recommence performance of the Company Work. d. The Company may elect, in its sole discretion, to continue performance hereunder after the depletion of any prepayments, as described in Attachment A hereto b. The first payment of one hundred Sections 4.1.b and fifty thousand dollars ($150,000.00) is due on 4.1.c herein, and invoice the date of execution of Customer at a later date. Except as otherwise expressly provided for in this Agreement by both parties (the “Effective Date”); c. The second payment of one hundred and fifty thousand dollars ($150,000.00) (the actual amount may be adjusted based upon the development update described in Paragraph 4.2 below) is due within one (1) month from the effective date; d. All payments by Customer Agreement, all invoices shall be made by certified or bank check, or wire transferdue and payable thirty (30) days from receipt of such invoice. 4.2 The Company can shall commence with the full Engineering & Procurement Company Work described in Attachment Exhibit A hereto upon receipt of the first paymentInitial Prepayment. At any time during the term of this Agreement, but no more often than once per calendar quarter, the Customer may request, in writing, from the Company a reconciliation of the costs incurred by the Company as of the date the Company receives written notice of the request. The estimated $300,000 for Company shall provide the NYSEG scope is intended to cover services through to execution reconciliation within thirty (30) days of the IA. In the event the IA is not executed prior to the funding running out, an amendment to this E&P will be required to provide additional funds in order to continue providing services. receiving such request. 4.3 Once the Company has commenced performance of the Engineering & ProcurementCompany Work, the Company shall have the right to propose changes to the Scope scope of Engineering & Procurement Company Work, only if such proposed changes are necessary as a result of changes to the Facilities Study Report or the Interconnection Agreement, by providing written notice (each an “EP Change Notice”) to the Customer, which notice . The EP Change Notice shall include an estimate of the any Additional Cost associated with the change in the Scope of Engineering & ProcurementCost. The Customer, through its designated representativeRepresentative, shall, within ten five (105) business days after the Customer receives receipt of an EP Change Notice, either (a) authorize the change EP Change Notice in the Scope of Engineering & Procurement in a written notice to the Company and include payment for the Additional Cost associated with the changewriting, or (b) dispute the necessity for or the cost of the change described in the EP Change Notice. If the Customer chooses option (b), then the Company shall not undertake any work associated with the EP Change Notice until such dispute is resolved; provided, however, that if the dispute is not resolved within ninety (90) days from the date the Customer receives the EP Change Notice, either Party shall have the right to terminate this Agreement upon written notice to the other. If the Customer chooses option (a), then payment of the Additional Costs described in any EP Change Notice is required in advance of the Company undertaking to perform the change work in the Scope of Engineering & Procurement EP Change Notice and the Customer shall be responsible for the actual costs associated with the change in the Scope of Engineering & Procurementsuch EP Change Notice. 4.3 4.4 Once the Company has commenced performance of the Company Work, the Customer shall have the right to propose changes to the scope of Company Work by providing written notice (each a “Customer EP Change Notice”) to the Company, which Customer EP Change Notice, shall include a request for an estimate any Additional Cost. The Company shall, in writing, advise shall then use commercially reasonable efforts to provide an estimate of any Additional Costs as soon SERVICE AGREEMENT NO. 2534 as is practicable after receipt of the Customer in advance of performing any Engineering & Procurement work that is not subject to an EP E&P Change Notice as described in Section 4.2, if the Additional Costs for such work are equal to or greater than ten percent (10%) of the Estimated Cost (each notice an “Increased Cost Notice”). Upon receiving an Increased Cost Notice, the Customer, through its designated representativeRepresentative, shall, within ten five (105) daysbusiness days after receipt of an estimate of any Additional Cost resulting from the Customer EP Change Notice, either (a) make payment for authorize the Additional Costconfirm the Customer EP Change Notice in writing, or (b) dispute the estimated Additional Cost described in Costs of the Increased Cost Customer EP Change Notice. If the Customer chooses option (b), then the Company may, at its option and upon notice to shall not undertake any work associated with the Customer (y) suspend performance under this Agreement EP Change Notice until the such dispute is resolved and the required payment for the Additional Cost is maderesolved; provided, or (z) however, that if the dispute is not resolved within ninety (90) days from the date the Customer receives the Increased Cost Noticeestimate of Additional Cost, either Party shall have the right to terminate this AgreementAgreement upon written notice to the other. If the Customer chooses option (a), then payment of the estimated Additional Costs described is required in advance of the Company undertaking to perform the work in the Customer EP Change Notice and the Customer shall be responsible for the actual costs associated with such Customer EP Change Notice. 4.4 Within thirty (30) days after 4.5 If the expiration Federal Energy Regulatory Commission accepts for filing the Interconnection Agreement before the Initial Prepayment or any earlier termination of this Agreement: (a) Additional Prepayment has been fully used to reimburse for Company Work performed by the Company shall refund to the Customer any portion of the paid Estimated Costs or paid Additional Costs that the Company did not expend in performing its obligations under this Agreement, and (b) the Company shall be authorized to apply the remaining balance of the Initial Prepayment and/or any Additional Prepayments to invoices charged to the Customer under the Interconnection Agreement. The Company shall pay adjust the security to be provided under the Interconnection Agreement to reflect the Initial Prepayment and any Additional Prepayments received by the Company under this Agreement. Anything in this Agreement to the Company any outstanding amount due under contrary notwithstanding, this Section 4.5 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Company may retain any amounts due to the Customer under (a) above until such time as there is final settlement of any dispute between the Parties over amounts due under this Agreement, including any indemnification or other liability obligations under this Agreement. This Section 4.4 shall survive any termination or expiration of this Agreement.Section

Estimated Costs and Payment Terms. 4.1 The Company’s estimated cost for completion of the Engineering & Procurement services is specified in Attachment A (the “Estimated Cost”). The Estimated Cost constitutes the Company’s good faith estimate of the cost for the Engineering & Procurement services through to the execution of the IAan LGIA, pursuant to this Agreement. The actual costs to be paid by the Customer will be the actual costs incurred by the Company, which may vary from the Estimated Cost, as described in Section 4.3 below. Any costs for the Engineering & Procurement in excess of the Estimated Cost are “Additional Costs”. Typically, under NYSEG’s E&P Agreement, NYSEG requires the customer to provide payment security such as a letter of credit to guaranty NYSEG receives payment for the work NYSEG will undertake. In this instance instance, NYSEG has arranged the payment schedule so that NYSEG will not be required to perform work until the funding to pay for that work has been received. By arranging the payments this way, the Customer will not be required to submit security such as a letter of credit. The intention of this provision is to be clear that the Company shall only expend funds toward the payment of Engineering and Procurement if sufficient funds have first been received from the Customer. NYSEG requires payment of the estimated cost of work in advance. a. The Estimated Cost is three four hundred thousand dollars ($300,000.00400,000.00), which includes, but is not limited to Owners Engineer review costs equipment and installation cost of the scope described in Attachment A hereto; b. The first payment of one four hundred and fifty thousand dollars ($150,000.00400,000.00) is due on the date of execution of this Agreement by both parties (the “Effective Date”); c. The second payment of one hundred and fifty thousand dollars ($150,000.00) (the actual amount may be adjusted based upon the development update described in Paragraph 4.2 below) is due within one (1) month from the effective date; d. All payments by Customer shall be made by certified or bank check, or wire transfer. 4.2 The Company can will commence with the full Engineering & Procurement described in Attachment A hereto upon receipt of the first payment. The estimated four hundred thousand dollars ($300,000 400,000) for the NYSEG scope is intended to cover services through to execution of the IAan LGIA contract. In the event the IA LGIA is not executed prior to the funding running out, an amendment to this E&P Agreement will be required to provide additional funds in order to continue providing services. . 4.3 Once the Company has commenced performance of the Engineering & Procurement, the Company shall have the right to propose changes to the Scope of Engineering & Procurement by providing written notice (each an “EP Change Notice”) to the Customer, which notice shall include an estimate of the Additional Cost associated with the change in the Scope of Engineering & Procurement. The Customer, through its designated representative, shall, within ten five (105) business days after the Customer receives an EP Change Notice, either (a) authorize the change in the Scope of Engineering & Procurement in a written notice to the Company and include payment for the Additional Cost associated with the change, or (b) dispute the necessity necessity, in writing, for or the cost of the change described in the EP Change Notice. If the Customer chooses option (b), then the Company shall not undertake any work associated with the EP Change Notice until such dispute is resolved; provided, however, that if the dispute is not resolved within ninety (90) days from the date the Customer receives the EP Change Notice, either Party shall have the right to terminate this Agreement upon written notice to the other. If the Customer chooses option (a), then payment of the Additional Costs described in any EP Change Notice is required in advance of the Company undertaking to perform the change in the Scope of Engineering & Procurement and the Customer shall be responsible for the actual costs associated with the change in the Scope of Engineering & Procurement. 4.3 The Company shall, in writing, advise the Customer in advance of performing any Engineering & Procurement work that is not subject to an EP Change Notice as described in Section 4.2, if the Additional Costs for such work are equal to or greater than ten percent (10%) of the Estimated Cost (each notice an “Increased Cost Notice”). Upon receiving an Increased Cost Notice, the Customer, through its designated representative, shall, within ten (10) days, either (a) make payment for the Additional Cost, or (b) dispute the Additional Cost described in the Increased Cost Notice. If the Customer chooses option (b), the Company may, at its option and upon notice to the Customer (y) suspend performance under this Agreement until the dispute is resolved and the required payment for the Additional Cost is made, or (z) if the dispute is not resolved within ninety (90) days from the date the Customer receives the Increased Cost Notice, terminate this Agreement. 4.4 Within thirty (30) days after the expiration or any earlier termination of this Agreement: (a) the Company shall refund to the Customer any portion of the paid Estimated Costs or paid Additional Costs that the Company did not expend in performing its obligations under this Agreement, and (b) the Customer shall pay to the Company any outstanding amount due under this Agreement. Notwithstanding the foregoing, the Company may retain any amounts due to Customer under (a) above until such time as there is final settlement of any dispute between the Parties over amounts due under this Agreement, including any indemnification or other liability obligations under this Agreement. This Section 4.4 shall survive any termination or expiration of this Agreement.option