Common use of Modification of the Interconnection Facilities Clause in Contracts

Modification of the Interconnection Facilities. 5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than three months advance written notice including an estimate of the cost of the Modification, shall advise Municipal when it makes such a determination and whether performing the Modification, or the Modification itself, is expected to interrupt the flow of power over the Interconnection Facility. National Grid shall use Reasonable Efforts to minimize any interruption of power flow over or to the Interconnection Facilities. National Grid shall construct, operate, maintain and repair any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification. 5.2.2 If a Modification to the National Grid Interconnection Facilities is required to support the operations of Municipal, National Grid shall construct, operate, maintain and repair, at Municipal's expense, any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing the Modification. National Grid shall provide three months advance written notice including an estimate of the cost of the Modification to Municipal to the extent reasonably practicable. 5.2.3 Municipal shall give National Grid three months advance written notice of any planned Modifications to the Municipal Interconnection Facilities. 5.2.3.1 Such notice shall include plans, specifications, information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System or the National Grid Interconnection Facilities, National Grid's electric operations and the Municipal System. 5.2.3.2 If National Grid determines that such Modification would have a material adverse effect upon National Grid's operations or the operations of National Grid's customers, then National Grid shall so notify Municipal. In the event that Municipal elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Municipal may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by Section 5.2.3. Municipal shall be responsible for all costs associated with such Modification, including any costs incurred by National Grid associated with ensuring that the National Grid Interconnection Facilities would be compatible with such Modification. 5.2.3.3 Notwithstanding the foregoing, should Municipal propose a schedule for performing a Modification that National Grid in good faith determines may adversely affect National Grid's operations or the operations of National Grid's customers, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice. 5.2.3.4 All Modifications to the National Grid Transmission System or the National Grid Interconnection Facilities, and any resulting effects on the National Grid Transmission System shall meet the rules and requirements of NERC, NPCC, NYSRC, the NRC, and the NYISO or their respective successors, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern. 5.2.4 If Municipal is permitted by National Grid to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Municipal shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid in accordance with Good Utility Practice and at Municipal's expense. Municipal shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by Municipal. Municipal shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Municipal 's satisfaction, at Municipal 's expense, of the following: (a) the modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Municipal in a form and amount acceptable to National Grid. The Municipal shall be responsible for any and all taxes caused by the transfer of ownership.

Modification of the Interconnection Facilities. 5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than three months advance written notice including an estimate of the cost of the Modification, shall advise Municipal Customer when it makes such a determination and whether performing the Modification, or the Modification itself, is expected to interrupt the flow of power over the Interconnection Facility. National Grid shall use Reasonable Efforts to minimize any interruption of power flow over or to the Interconnection Facilities. Such notice shall include plans and, information relating to the impact of planned Modifications on the Customer System or Customer Interconnection Facilities, and/or National Grid's Transmission System. National Grid shall construct, operate, maintain and repair any such Modification, and Municipal Customer shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification, except any such costs related to Modifications as may be required to facilitate the interconnection of one or more third parties to the National Grid Transmission System and/or New York State Transmission System. 5.2.2 If Subject to Section 5.2.1, if a Modification to the National Grid Interconnection Facilities is required to support the operations of MunicipalCustomer, National Grid shall construct, operate, maintain and repair, at MunicipalCustomer's expense, any such Modification, and Municipal Customer shall reimburse National Grid for all actual costs and expenses of constructing the Modification. National Grid shall provide three months advance written notice including an estimate of the cost of the Modification to Municipal Customer to the extent reasonably practicable. 5.2.3 Municipal Customer shall give National Grid at least three months advance written notice of any planned Modifications to the Municipal Customer Interconnection Facilities. 5.2.3.1 Such notice shall include plans, specifications, plans and information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System or the National Grid Interconnection Facilities, National Grid's electric operations and the Municipal Customer System. 5.2.3.2 If National Grid reasonably determines that such Modification would have a material adverse effect upon National Grid's operations Interconnection Facilities or the operations of National Grid's customersGrid Transmission System including the operation thereof, then National Grid shall so notify MunicipalCustomer. In the event that Municipal Customer elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Municipal Customer may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by Section 5.2.3. Municipal Customer shall be responsible for all costs associated with such Modification, including any costs incurred by National Grid associated with ensuring that the National Grid Interconnection Facilities would be compatible with such Modification. 5.2.3.3 Notwithstanding the foregoing, should Municipal Customer propose a schedule for performing a Modification that National Grid in good faith reasonably determines may adversely affect National Grid's operations Interconnection Facilities or the operations of National Grid's customersGrid Transmission System including the operation thereof, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice. 5.2.3.4 All Modifications to the National Grid Transmission System or the National Grid Interconnection Facilities, and any resulting effects on the National Grid Transmission System shall meet the applicable rules and requirements of NERC, NPCC, NYSRC, the NRC, and the NYISO or their respective successorsNYISO, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern. 5.2.4 If Municipal Customer is permitted by National Grid to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Municipal Customer shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all reasonably necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected or approved by National Grid in accordance with Good Utility Practice and at MunicipalCustomer 's expense. Municipal , Customer shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by MunicipalCustomer. Municipal Customer shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Municipal Customer 's satisfaction, at Municipal Customer 's expense, of the following: (a) the modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar Dollar; and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Municipal Customer in a form and amount reasonably acceptable to National Grid. The Municipal Customer shall be responsible for any and all taxes caused by the transfer of ownership.

Modification of the Interconnection Facilities. 5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than three months advance written notice including an estimate of the cost of the Modification, shall advise Municipal when it makes such a determination and whether performing the Modification, or the Modification itself, is expected to interrupt the flow of power over the Interconnection Facility. National Grid shall use Reasonable Efforts to minimize any interruption of power flow over or to the Interconnection Facilities. National Grid shall construct, operate, maintain and repair any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification. 5.2.2 If a Modification to the National Grid Interconnection Facilities is required to support the operations of Municipal, National Grid shall construct, operate, maintain and repair, at Municipal's expense, any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing the Modification. National Grid shall provide three months advance written notice including an estimate of the cost of the Modification to Municipal to the extent reasonably practicable. 5.2.3 Municipal shall give National Grid three months advance written notice of any planned Modifications to the Municipal Interconnection Facilities. 5.2.3.1 Such notice shall include plans, specifications, information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System or the National Grid Interconnection Facilities, National Grid's electric operations and the Municipal System. 5.2.3.2 If National Grid determines that such Modification would have a material adverse effect upon National Grid's operations or the operations of National Grid's customers, then National Grid shall so notify Municipal. In the event that Municipal elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Municipal may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by Section 5.2.3. Municipal shall be responsible for all costs associated with such Modification, including any costs incurred by National Grid associated with ensuring that the National Grid Interconnection Facilities would be compatible with such Modification. 5.2.3.3 Notwithstanding the foregoing, should Municipal propose a schedule for performing a Modification that National Grid in good faith determines may adversely affect National Grid's operations or the operations of National Grid's customers, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice. 5.2.3.4 All Modifications to the National Grid Transmission System or the National Grid Interconnection Facilities, and any resulting effects on the National Grid Transmission System shall meet the rules and requirements of NERC, NPCC, NYSRC, the NRC, and the NYISO or their respective successors, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern. 5.2.4 . If Municipal is permitted by National Grid to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Municipal shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid in accordance with Good Utility Practice and at MunicipalMunicipal 's expense. , Municipal shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by Municipal. Municipal shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Municipal 's satisfaction, at Municipal 's expense, of the following: (a) the modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Municipal in a form and amount acceptable to National Grid. The Municipal shall be responsible for any and all taxes caused by the transfer of ownership.

Modification of the Interconnection Facilities. 5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than on three months advance written notice including an estimate of the cost of the Modification, shall advise Municipal Solvay when it makes such a determination and whether performing the Modification, or the Modification itself, is expected to interrupt the flow of power over the Interconnection Facility. National Grid shall use Reasonable Efforts to minimize any interruption of power flow over or to the Interconnection Facilities. National Grid shall construct, operate, maintain and repair any such Modification, and Municipal Solvay shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification. 5.2.2 If a Modification to the National Grid Interconnection Facilities is required to support the operations of MunicipalSolvay at the Solvay Stations, National Grid shall construct, operate, maintain and repair, at MunicipalSolvay's expense, any such Modification, and Municipal Solvay shall reimburse National Grid for all actual costs and expenses of constructing constructing, operating and maintaining the Modification. National Grid shall provide three (3) months advance written notice including an estimate of the cost of the Modification to Municipal Solvay to the extent reasonably practicable. 5.2.3 Municipal Solvay shall give National Grid three (3) months advance written notice of any planned Modifications to the Municipal Solvay Interconnection FacilitiesFacilities or Solvay Substations. 5.2.3.1 Such notice shall include plans, specifications, information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System or the National Grid and Interconnection Facilities, National Grid's electric operations and the Municipal Solvay System. 5.2.3.2 If National Grid determines that such Modification would have a material adverse effect upon National Grid's operations or the operations of National Grid's customers, then National Grid shall so notify MunicipalSolvay. In the event that Municipal Solvay elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Municipal Solvay may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by Section subsection 5.2.3. Municipal Solvay shall be responsible for all costs associated with such Modification, including any actual costs incurred by National Grid associated with ensuring that the National Grid Interconnection Facilities would be compatible with such Modification. 5.2.3.3 Notwithstanding the foregoing, should Municipal Solvay propose a schedule for performing a Modification that National Grid in good faith determines may adversely affect National Grid's operations or the operations of National Grid's customers, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice. 5.2.3.4 All such Modifications to the National Grid Transmission System Solvay Stations or the National Grid Interconnection Facilities, and any resulting effects on the National Grid Transmission System System, shall meet the rules and requirements of NERC, NPCC, NYSRC, the NRCNuclear Regulatory Commission, and the NYISO or their respective successors, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern. 5.2.4 If Municipal is permitted by National Grid Solvay elects to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Municipal Solvay shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid in accordance with Good Utility Practice and at MunicipalSolvay 's expense. Municipal , Solvay shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by MunicipalSolvay. Municipal Solvay shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Municipal 's Solvay’s satisfaction, at Municipal 's Solvay’s expense, of the following: : (a) the modification Modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Municipal Solvay in a form and amount acceptable to National Grid. The Municipal shall be responsible for any and all taxes caused by the transfer of ownership.

Modification of the Interconnection Facilities. 5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than on three months advance written notice including an estimate of the cost of the Modification, shall advise Municipal Solvay when it makes such a determination and whether performing the Modification, or the Modification itself, is expected to interrupt the flow of power over the Interconnection Facility. National Grid shall use Reasonable Efforts to minimize any interruption of power flow over or to the Interconnection Facilities. National Grid shall construct, operate, maintain and repair any such Modification, and Municipal Solvay shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification. 5.2.2 If a Modification to the National Grid Interconnection Facilities is required to support the operations of MunicipalSolvay at the Solvay Stations, National Grid shall construct, operate, maintain and repair, at MunicipalSolvay's expense, any such Modification, and Municipal Solvay shall reimburse National Grid for all actual costs and expenses of constructing constructing, operating and maintaining the Modification. National Grid shall provide three (3) months advance written notice including an estimate of the cost of the Modification to Municipal Solvay to the extent reasonably practicable. 5.2.3 Municipal Solvay shall give National Grid three (3) months advance written notice of any planned Modifications to the Municipal Solvay Interconnection FacilitiesFacilities or Solvay Substations. 5.2.3.1 Such notice shall include plans, specifications, information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System or the National Grid and Interconnection Facilities, National Grid's electric operations and the Municipal Solvay System. 5.2.3.2 If National Grid determines that such Modification would have a material adverse effect upon National Grid's operations or the operations of National Grid's customers, then National Grid shall so notify MunicipalSolvay. In the event that Municipal Solvay elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Municipal Solvay may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by Section subsection 5.2.3. Municipal Solvay shall be responsible for all costs associated with such Modification, including any actual costs incurred by National Grid associated with ensuring that the National Grid Interconnection Facilities would be compatible with such Modification. 5.2.3.3 Notwithstanding the foregoing, should Municipal Solvay propose a schedule for performing a Modification that National Grid in good faith determines may adversely affect National Grid's operations or the operations of National Grid's customers, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice. 5.2.3.4 All such Modifications to the National Grid Transmission System Solvay Stations or the National Grid Interconnection Facilities, and any resulting effects on the National Grid Transmission System System, shall meet the rules and requirements of NERC, NPCC, NYSRC, the NRCNuclear Regulatory Commission, and the NYISO or their respective successors, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern. 5.2.4 If Municipal is permitted by National Grid Solvay elects to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Municipal Solvay shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid in accordance with Good Utility Practice and at MunicipalSolvay 's expense. Municipal , Solvay shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by MunicipalSolvay. Municipal Solvay shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Municipal 's Solvay’s satisfaction, at Municipal 's Solvay’s expense, of the following: (a) the modification Modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Municipal Solvay in a form and amount acceptable to National Grid. The Municipal shall be responsible for any and all taxes caused by the transfer of ownership.

Modification of the Interconnection Facilities. 5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than three months advance written notice including an estimate of the cost of the Modification, shall advise Municipal when it makes such a determination and whether performing the Modification, or the Modification itself, is expected to interrupt the flow of power over the Interconnection Facility. National Grid shall use Reasonable Efforts to minimize any interruption of power flow over or to the Interconnection Facilities. National Grid shall construct, operate, maintain and repair any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification. 5.2.2 If a Modification to the National Grid Interconnection Facilities is required to support the operations of Municipal, National Grid shall construct, operate, maintain and repair, at Municipal's expense, any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing the Modification. National Grid shall provide three months advance written notice including an estimate of the cost of the Modification to Municipal to the extent reasonably practicable. 5.2.3 Municipal shall give National Grid three months advance written notice of any planned Modifications to the Municipal Interconnection Facilities. 5.2.3.1 Such notice shall include plans, specifications, information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System or the National Grid Interconnection Facilities, National Grid's electric operations and the Municipal System. 5.2.3.2 If National Grid determines that such Modification would have a material adverse effect upon National Grid's operations or the operations of National Grid's customers, then National Grid shall so notify Municipal. In the event that Municipal elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Municipal may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by Section 5.2.3. Municipal shall be responsible for all costs associated with such Modification, including any costs incurred by National Grid associated with ensuring that the National Grid Interconnection 28 Facilities would be compatible with such Modification. 5.2.3.3 Notwithstanding the foregoing, should Municipal propose a schedule for performing a Modification that National Grid in good faith determines may adversely affect National Grid's operations or the operations of National Grid's customers, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice. 5.2.3.4 All Modifications to the National Grid Transmission System or the National Grid Interconnection Facilities, and any resulting effects on the National Grid Transmission System shall meet the rules and requirements of NERC, NPCC, NYSRC, the NRC, and the NYISO or their respective successors, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern. 5.2.4 If Municipal is permitted by National Grid to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Municipal shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid in accordance with Good Utility Practice and at Municipal's expense. Municipal shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by Municipal. Municipal shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Municipal 's satisfaction, at Municipal 's expense, of the following: (a) the modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Municipal in a form and amount acceptable to National Grid. The Municipal shall be responsible for any and all taxes caused by the transfer of ownership.

Modification of the Interconnection Facilities. 5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than three months advance written notice including an estimate of the cost of the Modification, shall advise Municipal when it makes such a determination and whether performing the Modification, or the Modification itself, is expected to interrupt the flow of power over the Interconnection Facility. National Grid shall use Reasonable Efforts to minimize any interruption of power flow over or to the Interconnection Facilities. National Grid shall construct, operate, maintain and repair any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification. 5.2.2 If a Modification to the National Grid Interconnection Facilities is required to support the operations of Municipal, National Grid shall construct, operate, maintain and repair, at Municipal's expense, any such Modification, and Municipal shall reimburse National Grid for all actual costs and expenses of constructing the Modification. National Grid shall provide three months advance written notice including an estimate of the cost of the Modification to Municipal to the extent reasonably practicable. 5.2.3 Municipal shall give National Grid three months advance written notice of any planned Modifications to the Municipal Interconnection Facilities. 5.2.3.1 Such notice shall include plans, specifications, information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System or the National Grid Interconnection Facilities, National Grid's electric operations and the Municipal System. 5.2.3.2 If National Grid determines that such Modification would have a material adverse effect upon National Grid's operations or the operations of National Grid's customers, then National Grid shall so notify Municipal. In the event that Municipal elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Municipal may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by Section 5.2.3. Municipal shall be responsible for all costs associated with such Modification, including any costs incurred by National Grid associated with ensuring that the National Grid Interconnection Facilities would be compatible with such Modification. 5.2.3.3 Notwithstanding the foregoing, should Municipal propose a schedule for performing a Modification that National Grid in good faith determines may adversely affect National Grid's operations or the operations of National Grid's customers, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice. 5.2.3.4 All Modifications to the National Grid Transmission System or the National Grid Interconnection Facilities, and any resulting effects on the National Grid Transmission System shall meet the rules and requirements of NERC, NPCC, NYSRC, the NRC, and the NYISO or their respective successors, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern. 5.2.4 If Municipal is permitted by National Grid to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Municipal shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid in accordance with Good Utility Practice and at MunicipalMunicipal 's expense. , Municipal shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by Municipal. Municipal shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Municipal 's satisfaction, at Municipal 's expense, of the following: (a) the modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Municipal in a form and amount acceptable to National Grid. The Municipal shall be responsible for any and all taxes caused by the transfer of ownership.