Common use of NETWORK UPGRADE FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION Clause in Contracts

NETWORK UPGRADE FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION. Network Upgrade Facilities General Conditions Applicable to Network Upgrade Facilities Constructed by Transmission Developer. 5.2.1 Transmission Developer shall engineer, procure equipment, and/or construct the Network Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner; 5.2.2 Transmission Developer’s engineering, procurement and/or construction of the Network Upgrade Facilities shall comply with all requirements of law to which Connecting SERVICE AGREEMENT NO. 2654 5.2.3 Connecting Transmission Owner shall review and approve the engineering design, equipment acceptance tests, and the construction of the Network Upgrade Facilities; 5.2.4 Prior to commencement of construction, Transmission Developer shall provide to Connecting Transmission Owner and NYISO a schedule for construction of the Network Upgrade Facilities, and shall promptly respond to requests for information from Connecting Transmission Owner or NYISO; 5.2.5 At any time during construction, Connecting Transmission Owner shall have the right to gain unrestricted access to the Network Upgrade Facilities and to conduct inspections of the same; 5.2.6 At any time during construction, should any phase of the engineering, equipment procurement, or construction of the Network Upgrade Facilities not meet the standards and specifications provided by Connecting Transmission Owner, the Transmission Developer shall be obligated to remedy deficiencies in that portion of the Network Upgrade Facilities; 5.2.7 Transmission Developer shall indemnify Connecting Transmission Owner and NYISO for claims arising from the Transmission Developer’s construction of Network Upgrade Facilities under procedures applicable to Article 18.1 Indemnity; 5.2.8 Transmission Developer shall transfer control of Network Upgrade Facilities to the Connecting Transmission Owner; 5.2.9 Unless the Transmission Developer and Connecting Transmission Owner otherwise agree, Transmission Developer shall transfer ownership of the Network Upgrade Facilities to Connecting Transmission Owner; 5.2.10 Connecting Transmission Owner shall approve and accept for operation and maintenance the Network Upgrade Facilities to the extent engineered, procured, and constructed in accordance with this Article 5.2; 5.2.11 Transmission Developer shall deliver to NYISO and Connecting Transmission Owner “as built” drawings, information, and any other documents that are reasonably required by NYISO or Connecting Transmission Owner to assure that the Network Upgrade Facilities are built to the standards and specifications required by Connecting Transmission Owner; and 5.2.12 The Transmission Developer shall be responsible for the costs that Connecting Transmission Owner incurs in executing the responsibilities enumerated to Connecting Transmission Owner under Article 5.2. The Connecting Transmission Owner shall invoice Transmission Developer for such costs pursuant to Article 12.

NETWORK UPGRADE FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION. 5.1 Network Upgrade Facilities Facilities 5.2 General Conditions Applicable to Network Upgrade Facilities Constructed by Transmission Developer. 5.2.1 Transmission Developer shall engineer, procure equipment, and/or construct the Network Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner; 5.2.2 Transmission Developer’s engineering, procurement and/or construction of the Network Upgrade Facilities shall comply with all requirements of law to which Connecting SERVICE AGREEMENT NO. 2654Transmission Owner would be subject in the engineering, procurement or construction of the Network Upgrade Facilities; 5.2.3 Connecting Transmission Owner shall review and approve the engineering design, equipment acceptance tests, and the construction of the Network Upgrade Facilities;; SERVICE AGREEMENT NO. 2605 5.2.4 Prior to commencement of construction, Transmission Developer shall provide to Connecting Transmission Owner and NYISO a schedule for construction of the Network Upgrade Facilities, and shall promptly respond to requests for information from Connecting Transmission Owner or NYISO; 5.2.5 At any time during construction, Connecting Transmission Owner shall have the right to gain unrestricted access to the Network Upgrade Facilities and to conduct inspections of the same; 5.2.6 At any time during construction, should any phase of the engineering, equipment procurement, or construction of the Network Upgrade Facilities not meet the standards and specifications provided by Connecting Transmission Owner, the Transmission Developer shall be obligated to remedy deficiencies in that portion of the Network Upgrade Facilities; 5.2.7 Transmission Developer shall indemnify Connecting Transmission Owner and NYISO for claims arising from the Transmission Developer’s construction of Network Upgrade Facilities under procedures applicable to Article 18.1 Indemnity; 5.2.8 Transmission Developer shall transfer control of Network Upgrade Facilities to the Connecting Transmission Owner; 5.2.9 Unless the Transmission Developer and Connecting Transmission Owner otherwise agree, Transmission Developer shall transfer ownership of the Network Upgrade Facilities to Connecting Transmission Owner; 5.2.10 Connecting Transmission Owner shall approve and accept for operation and maintenance the Network Upgrade Facilities to the extent engineered, procured, and constructed in accordance with this Article 5.2; 5.2.11 Transmission Developer shall deliver to NYISO and Connecting Transmission Owner “as built” drawings, information, and any other documents that are reasonably required by NYISO or Connecting Transmission Owner to assure that the Network Upgrade Facilities are built to the standards and specifications required by Connecting Transmission Owner; and 5.2.12 The Transmission Developer shall be responsible for the costs that Connecting Transmission Owner incurs in executing the responsibilities enumerated to Connecting Transmission Owner under Article 5.2. The Connecting Transmission Owner shall invoice Transmission Developer for such costs pursuant to Article 12.

NETWORK UPGRADE FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION. 5.1 Network Upgrade Facilities Unless otherwise mutually agreed to by Transmission Developer and Connecting Transmission Owner, Transmission Developer shall select the In-Service Date and Initial Synchronization Date of the Network Upgrade Facilities, and such dates shall be set forth in Appendix B hereto. The Transmission Developer shall design, procure, construct, and install the Network Upgrade Facilities as described in Appendix A hereto, using Reasonable Efforts to complete them by the dates set forth in Appendix B hereto. The Connecting Transmission Owner shall not be required to undertake any action which is inconsistent with its standard safety practices, its material and equipment specifications, its design criteria and construction procedures, its labor agreements, and Applicable Laws and Regulations. In the event the Transmission Developer reasonably expects that it will not be able to complete the Network Upgrade Facilities by the specified dates, the Transmission Developer shall promptly provide written notice to the Connecting Transmission Owner and NYISO, and shall undertake Reasonable Efforts to meet the earliest dates thereafter. 5.2 General Conditions Applicable to Network Upgrade Facilities Constructed by Transmission Developer.. As Transmission Developer is responsible for the design, procurement and construction of the Network Upgrade Facilities as set forth in Appendix A, the following conditions apply: 5.2.1 Transmission Developer shall engineer, procure equipment, and/or and construct the Network Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner; 5.2.2 Transmission Developer’s engineering, procurement and/or and construction of the Network Upgrade Facilities shall comply with all requirements of law to which Connecting SERVICE AGREEMENT NO. 2654Transmission Owner would otherwise have been subject in the engineering, procurement or construction of the Network Upgrade Facilities; 5.2.3 Connecting Transmission Owner shall review and approve the engineering design, equipment acceptance tests, and the construction of the Network Upgrade Facilities; 5.2.4 Prior to commencement of construction, Transmission Developer shall provide to Connecting Transmission Owner and NYISO a schedule for construction of the Network Upgrade Facilities, and shall promptly respond to requests for information from Connecting Transmission Owner or NYISO; 5.2.5 At any time during construction, Connecting Transmission Owner shall have the right to gain unrestricted access to the Network Upgrade Facilities and to conduct inspections of the same; 5.2.6 At any time during construction, should any phase of the engineering, equipment procurement, or construction of the Network Upgrade Facilities not meet the standards and specifications provided by Connecting Transmission Owner, the Transmission Developer shall be obligated to remedy deficiencies in that portion of the Network Upgrade Facilities; 5.2.7 Transmission Developer shall indemnify Connecting Transmission Owner and NYISO for claims arising from the Transmission Developer’s construction of Network Upgrade Facilities under procedures applicable to Article 18.1 Indemnity; 5.2.8 Transmission Developer shall transfer control of Network Upgrade Facilities to the Connecting Transmission Owner; 5.2.9 Unless the Transmission Developer and Connecting Transmission Owner otherwise agree, Transmission Developer shall transfer ownership of the Network Upgrade Facilities to Connecting Transmission Owner; 5.2.10 Connecting Transmission Owner shall approve and accept for operation and maintenance the Network Upgrade Facilities to the extent engineered, procured, and constructed in accordance with this Article 5.2; 5.2.11 Transmission Developer shall deliver to NYISO and Connecting Transmission Owner “as built” drawings, information, and any other documents that are reasonably required by NYISO or Connecting Transmission Owner to assure that the Network Upgrade Facilities are built to the standards and specifications required by Connecting Transmission Owner; and 5.2.12 The Transmission Developer shall be responsible for the costs that Connecting Transmission Owner incurs in executing the responsibilities enumerated to Connecting Transmission Owner under Article 5.2. The Connecting Transmission Owner shall invoice Transmission Developer for such costs pursuant to Article 12.

NETWORK UPGRADE FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION. Network Upgrade Facilities General Conditions Applicable to Network Upgrade Facilities Constructed by Transmission Developer. 5.2.1 Transmission Developer shall engineer, procure equipment, and/or construct the Network Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner; 5.2.2 Transmission Developer’s engineering, procurement and/or construction of the Network Upgrade Facilities shall comply with all requirements of law to which Connecting SERVICE AGREEMENT NO. 2654Connecting 5.2.3 Connecting Transmission Owner shall review and approve the engineering design, equipment acceptance tests, and the construction of the Network Upgrade Facilities; 5.2.4 Prior to commencement of construction, Transmission Developer shall provide to Connecting Transmission Owner and NYISO a schedule for construction of the Network Upgrade Facilities, and shall promptly respond to requests for information from Connecting Transmission Owner or NYISO; 5.2.5 At any time during construction, Connecting Transmission Owner shall have the right to gain unrestricted access to the Network Upgrade Facilities and to conduct inspections of the same; 5.2.6 At any time during construction, should any phase of the engineering, equipment procurement, or construction of the Network Upgrade Facilities not meet the standards and specifications provided by Connecting Transmission Owner, the Transmission Developer shall be obligated to remedy deficiencies in that portion of the Network Upgrade Facilities; 5.2.7 Transmission Developer shall indemnify Connecting Transmission Owner and NYISO for claims arising from the Transmission Developer’s construction of Network Upgrade Facilities under procedures applicable to Article 18.1 Indemnity; 5.2.8 Transmission Developer shall transfer control of Network Upgrade Facilities to the Connecting Transmission OwnerOwner as set forth in Appendix A hereto; 5.2.9 Unless the Transmission Developer and Connecting Transmission Owner otherwise agree, Transmission Developer shall transfer ownership of the Network Upgrade Facilities to Connecting Transmission OwnerOwner as set forth in Appendix A hereto; 5.2.10 Connecting Transmission Owner shall approve and accept for operation and maintenance the Network Upgrade Facilities to the extent engineered, procured, and constructed in accordance with this Article 5.2; 5.2.11 Transmission Developer shall deliver to NYISO and Connecting Transmission Owner “as built” drawings, information, and any other documents that are reasonably required by NYISO or Connecting Transmission Owner to assure that the Network Upgrade Facilities are built to the standards and specifications required by Connecting Transmission Owner; and 5.2.12 The Transmission Developer shall be responsible for the costs that Connecting Transmission Owner incurs in executing the responsibilities enumerated to Connecting Transmission Owner under Article 5.2. The Connecting Transmission Owner shall invoice Transmission Developer for such costs pursuant to Article 12.

NETWORK UPGRADE FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION. 5.1 Network Upgrade Facilities Facilities 5.2 General Conditions Applicable to Network Upgrade Facilities Constructed by Transmission Developer. 5.2.1 Transmission Developer shall engineer, procure equipment, and/or construct the Network Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner; 5.2.2 Transmission Developer’s engineering, procurement and/or construction of the Network Upgrade Facilities shall comply with all requirements of law to which Connecting SERVICE AGREEMENT NO. 2654Transmission Owner would be subject in the engineering, procurement or construction of the Network Upgrade Facilities; 5.2.3 Connecting Transmission Owner shall review and approve the engineering design, equipment acceptance tests, and the construction of the Network Upgrade Facilities; 5.2.4 Prior to commencement of construction, Transmission Developer shall provide to Connecting Transmission Owner and NYISO a schedule for construction of the Network Upgrade Facilities, and shall promptly respond to requests for information from Connecting Transmission Owner or NYISO; 5.2.5 At any time during construction, Connecting Transmission Owner shall have the right to gain unrestricted access to the Network Upgrade Facilities and to conduct inspections of the same; 5.2.6 At any time during construction, should any phase of the engineering, equipment procurement, or construction of the Network Upgrade Facilities not meet the standards and specifications provided by Connecting Transmission Owner, the Transmission Developer shall be obligated to remedy deficiencies in that portion of the Network Upgrade Facilities; 5.2.7 Transmission Developer shall indemnify Connecting Transmission Owner and NYISO for claims arising from the Transmission Developer’s construction of Network Upgrade Facilities under procedures applicable to Article 18.1 Indemnity; 5.2.8 Transmission Developer shall transfer control of Network Upgrade Facilities to the Connecting Transmission Owner; 5.2.9 Unless the Transmission Developer and Connecting Transmission Owner otherwise agree, Transmission Developer shall transfer ownership of the Network Upgrade Facilities to Connecting Transmission Owner; 5.2.10 Connecting Transmission Owner shall approve and accept for operation and maintenance the Network Upgrade Facilities to the extent engineered, procured, and constructed in accordance with this Article 5.2; 5.2.11 Transmission Developer shall deliver to NYISO and Connecting Transmission Owner “as built” drawings, information, and any other documents that are reasonably required by NYISO or Connecting Transmission Owner to assure that the Network Upgrade Facilities are built to the standards and specifications required by Connecting Transmission Owner; and 5.2.12 The Transmission Developer shall be responsible for the costs that Connecting Transmission Owner incurs in executing the responsibilities enumerated to Connecting Transmission Owner under Article 5.2. The Connecting Transmission Owner shall invoice Transmission Developer for such costs pursuant to Article 12.

NETWORK UPGRADE FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION. ‌ 5.1 Network Upgrade Facilities‌ Unless otherwise mutually agreed to by Transmission Developer and Connecting Transmission Owner, Transmission Developer shall select the In-Service Date and Initial Synchronization Date of the Network Upgrade Facilities, and such dates shall be set forth in Appendix B hereto. The Connecting Transmission Owner’s and Transmission Developer’s respective obligations to design, procure, construct, install, and own the Network Upgrade Facilities shall be set forth in Appendix A hereto. The Connecting Transmission Owner and Transmission Developer shall each use Reasonable Efforts to complete the Network Upgrade Facilities for which it has construction responsibility by the dates set forth in Appendix B hereto. The Connecting Transmission Owner shall not be required to undertake any action which is inconsistent with its standard safety practices, its material and equipment specifications, its design criteria and construction procedures, its labor agreements, and Applicable Laws and Regulations. In the event the Connecting Transmission Owner reasonably expects that it will not be able to complete the Network Upgrade Facilities for which it has construction responsibility by the specified dates, the Connecting Transmission Owner shall promptly provide written notice to the Transmission Developer and NYISO, and shall undertake Reasonable Efforts to meet the earliest dates thereafter. 5.2 General Conditions Applicable to Network Upgrade Facilities Constructed by Transmission Developer.Developer.‌ Where Transmission Developer has assumed responsibility for the design, procurement and/or construction of the Network Upgrade Facilities as set forth in Appendix A, the following conditions apply: 5.2.1 Transmission Developer shall engineer, procure equipment, and/or construct the Network Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner; 5.2.2 Transmission Developer’s engineering, procurement and/or construction of the Network Upgrade Facilities shall comply with all requirements of law to which Connecting SERVICE AGREEMENT NO. 2654Transmission Owner would be subject in the engineering, procurement or construction of the Network Upgrade Facilities. 5.2.3 Connecting Transmission Owner shall review and approve the engineering design, equipment acceptance tests, and the construction of the Network Upgrade Facilities; 5.2.4 Prior to commencement of construction, Transmission Developer shall provide to Connecting Transmission Owner and NYISO a schedule for construction of the Network Upgrade Facilities, and shall promptly respond to requests for information from Connecting Transmission Owner or NYISO; 5.2.5 At any time during construction, Connecting Transmission Owner shall have the right to gain unrestricted access to the Network Upgrade Facilities and to conduct inspections of the same; 5.2.6 At any time during construction, should any phase of the engineering, equipment procurement, or construction of the Network Upgrade Facilities not meet the standards and specifications provided by Connecting Transmission Owner, the Transmission Developer shall be obligated to remedy deficiencies in that portion of the Network Upgrade Facilities; 5.2.7 Transmission Developer shall indemnify Connecting Transmission Owner and NYISO for claims arising from the Transmission Developer’s construction of Network Upgrade Facilities under procedures applicable to Article 18.1 Indemnity; 5.2.8 Transmission Developer shall transfer control of Network Upgrade Facilities to the Connecting Transmission Owner; 5.2.9 Unless the Transmission Developer and Connecting Transmission Owner otherwise agree, Transmission Developer shall transfer ownership of the Network Upgrade Facilities to Connecting Transmission Owner; 5.2.10 Connecting Transmission Owner shall approve and accept for operation and maintenance the Network Upgrade Facilities to the extent engineered, procured, and constructed in accordance with this Article 5.2; 5.2.11 Transmission Developer shall deliver to NYISO and Connecting Transmission Owner “as built” drawings, information, and any other documents that are reasonably required by NYISO or Connecting Transmission Owner to assure that the Network Upgrade Facilities are built to the standards and specifications required by Connecting Transmission Owner; and 5.2.12 The Transmission Developer shall be responsible for the costs that Connecting Transmission Owner incurs in executing the responsibilities enumerated to Connecting Transmission Owner under Article 5.2. The Connecting Transmission Owner shall invoice Transmission Developer for such costs pursuant to Article 12.