EXECUTION COPY HARBOR DEVELOPMENT AGREEMENT - by and among CONNECTICUT PORT AUTHORITY - and GATEWAY NEW LONDON LLC - and NORTH EAST OFFSHORE LLC - Dated as of – February 11, 2020 19415319-v43 HARBOR DEVELOPMENT AGREEMENT THIS HARBOR DEVELOPMENT AGREEMENT (this “Harbor Development Agreement” or “Agreement”) dated as of the 11th day of February, 2020 (the “Execution Date”), by and among the CONNECTICUT PORT AUTHORITY (the “Authority”), a quasi-public body corporate and politic and a political subdivision of the State of Connecticut (the “State”), GATEWAY NEW LONDON LLC (“Gateway”), a Delaware limited liability company, and NORTHEAST OFFSHORE LLC, a Delaware limited liability company (“NEO”) (each a “Party” and, collectively, the “Parties”). RECITALS (A) The Authority was created pursuant to Sections 15-31a through 15-31i of Chapter 264a of the General Statutes of Connecticut to coordinate the development of Connecticut's ports and harbors, utilizing private and public investments in partnership with the Department of Economic and Community Development and other state, local and private entities and has statutory authorization to invest in, acquire, lease, purchase, own, manage, hold and dispose of real property and lease, convey or deal in or enter into agreements with respect to such property on terms necessary or incidental to carrying out its legislative purpose; (B) The New London State Pier Facility is located as more particularly set forth in Schedule 1 (“Site”), and is real property owned by the Authority with characteristics suitable for staging for off-shore wind development; (C) The Authority seeks to redevelop the New London State Pier Facility into a facility that may be used, in part, as an offshore wind turbine generator (“WTG”) hub through certain improvements as more particularly described on Annex B and Schedules 2, 3, and 4 attached hereto (collectively, the “Project”) and enter into a long-term operations and lease agreement through a public-private partnership pursuant to the Authority’s power under Chapter 264a; (D) Gateway, a fully licensed and bonded deep-water marine terminal operator in the business of operating ports, is a party to that certain Concession Agreement with the Authority dated as of January 7, 2019 (“Concession Agreement”) and desires to subcontract and operate the redeveloped site as an offshore WTG hub as the conditions to enable such operation and subcontract are met under this Agreement; (E) NEO is an off-shore wind developer willing to provide certain funding to support the Authority’s execution of the Project under the conditions set forth in this Agreement and desires to enter into a sublease agreement with Gateway for the redeveloped site; (F) The Parties intend that the Authority, to the extent required by the terms of this Agreement, perform the Work identified herein for the development and completion of the Project; (G) The Authority was previously entitled to receipt of the DWW Funding Commitment, all to be paid pursuant to the Connecticut Clean Energy RFP and the Connecticut Zero Carbon RFP, and such amount has been previously paid by NEO to the Authority prior to the Effective Date; and 11711428 (H) The Authority intends that the DWW Funding Commitment shall be used for Budgeted Costs pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, unless the subject or context otherwise requires, capitalized terms shall have the meanings given to them in Part I of Annex A (Definitions and Rules of Interpretations). 1.2 Annexes and Schedules The Annexes and Schedules to this Agreement shall form an integral part hereof and, unless otherwise stated, references to the Annexes or Schedules herein shall be construed as references to Annexes and Schedules to this Harbor Development Agreement. 1.3 Rules of Interpretation Unless otherwise expressly provided herein, the rules of interpretation set forth in Part II of Annex A shall apply to this Harbor Development Agreement. 1.4 Harbor Development Agreement The following documents shall form this Harbor Development Agreement: 1.5 (a) this Agreement, including its Annexes; and (b) the Schedules. Conflicts The documents forming this Harbor Development Agreement are intended to be complementary and to describe and provide for a complete agreement. Each of the documents is an essential part of the agreement between the Parties, and a requirement occurring in one is as binding as though occurring in all; provided, however, the Parties acknowledge that the subject matter contained herein shall be subject to Section 21.1 below. In the event of ambiguities or discrepancies, unless otherwise provided in this Harbor Development Agreement, the priority of the documents forming this Agreement (collectively, the “Project Documents”) shall be as follows: (a) any amendments to this Agreement or any of the Annexes; (H) The Authority intends that the DWW Funding Commitment shall be used for Budgeted Costs pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, unless the subject or context otherwise requires, capitalized terms shall have the meanings given to them in Part I of Annex A (Definitions and Rules of Interpretations). 1.2 Annexes and Schedules The Annexes and Schedules to this Agreement shall form an integral part hereof and, unless otherwise stated, references to the Annexes or Schedules herein shall be construed as references to Annexes and Schedules to this Harbor Development Agreement. 1.3 Rules of Interpretation Unless otherwise expressly provided herein, the rules of interpretation set forth in Part II of Annex A shall apply to this Harbor Development Agreement. 1.4 Harbor Development Agreement The following documents shall form this Harbor Development Agreement: this Agreement, including its Annexes; and the Schedules. 1.5 Conflicts The documents forming this Harbor Development Agreement are intended to be complementary and to describe and provide for a complete agreement. Each of the documents is an essential part of the agreement between the Parties, and a requirement occurring in one is as binding as though occurring in all; provided, however, the Parties acknowledge that the subject matter contained herein shall be subject to Section 21.1 below. In the event of ambiguities or discrepancies, unless otherwise provided in this Harbor Development Agreement, the priority of the documents forming this Agreement (collectively, the "Project Documents?) shall be as follows: any amendments to this Agreement or any of the Annexes; this Agreement, including its Annexes; and the Schedules. SECTION 2. TERM 2.1 Term This Agreement shall be in full effect as of the "Effective Date?, which shall mean the later of the Execution Date, or the date of effective transfer of title by deed to the Site from the Connecticut Department of Transportation to the Authority; and shall remain in full effect until the earlier of Final Acceptance, in accordance with the terms and conditions of this Harbor Development Agreement of the Project, or the date that this Agreement is terminated as provided for in Section 16 (collectively, the ?Term?). In the event that the Effective Date has not occurred on or before March 11, 2020, then the Effective Date shall be deemed not to have occurred and this Agreement shall automatically terminate and be of no further force or effect. 2.2 Time is of the Essence Time is of the essence of this Agreement. The Parties shall diligently, and punctually perform the obligations required to be performed by each of them and fulfill the conditions applicable to each ofthem with respect to Project. 2.3 Conditions to Obligations of Each Par_ty Certain of the respective obligations of each of the Parties hereto are subject to certain conditions and project milestones set forth on the schedule of Project Conditions and Milestone Performance Dates attached as Schedule 2. The Parties respectively covenant and agree to use all diligent commercial efforts to achieve the conditions set forth on the on the applicable dates. 2.4 Project Rescoping for Failure of Conditions In the event that despite such diligent efforts, the Authority is unable to achieve any of Items 1 Contract Amendment) through 13 (Construction Commencement) of the within the timeframes set forth under the or the full execution of the NECR Lease before or simultaneously with the Effective Date, then the Authority shall provide written notice thereof (?Condition Failure Notice?) to all Parties. The non-achievement of any such Items in the preceding sentence shall not be an Authority Event of Default. The Parties mutually agree to meet and use diligent commercial efforts to either revise the applicable deadline(s) (if the Parties can so agree to an extension) or revise this Harbor Development Agreement and the Sublease Agreement within a forty-five (45) day period after any such Condition Failure Notice to reflect an alternate scope of the Work which most nearly approximates the scale and effectiveness of the Project, but revised in light of the then available funding, affected deadlines, permits and project area; provided, further, the Parties agree that the size and location of the Site and the length of the lease per the Sublease Agreement shall be adjusted accordingly or possibly eliminated by the Parties to accommodate the alternate scope of the Work, and provided, further, that the rent payable shall be adjusted as set forth in Section 5.2.5 (collectively, the ?Rescoped Project?). The Parties agree that the minimal scale of the Rescoped Project shall be the New London project improvements required in the Deepwater Wind commitment as amended and as set forth on Schedule 2.4 hereto (the ?Minimal Scope?). With respect to the Minimal Scope, the Parties agree that the aggregate revised Budgeted Costs for the Minimal Scope shall not exceed the lesser ofthe available funds remaining from the DWW Funding Commitment or the amount then remaining with Escrow Agent as to the DWW Funding Commitment (see Item 2 in Section (ii) the actual Site to be used by NEO thereunder shall be for a period of not more than two years; the actual Site shall not include the NECR property westerly adjacent to the New London State Pier Facility; (iv) the Sublease Agreement shall be entered into by Gateway, NEO and the Authority as set forth in Section 4.5 hereof; NEO shall in the event that NEO is utilizing the entire Site as provided for in subsection (vii) below, pay the Authority an annual rental per the Sublease Agreement for each of the two years as mutually agreed to by the Parties and to be funded from the remaining DWW Funding Commitment (see Item 2 in Section 8.3) in an amount sufficient to fully pay for all annual operating costs of the Authority during the term of the Sublease Agreement that are associated with the Minimal Scope, and in the event of such exclusive use NEO shall be required to make payments equal those due under Section 6.3 of the Sublease, and Gateway shall not be required to pay the Minimum Annual Guarantee and Annual Fixed Fee (as each are defined in the Concession Agreement) to the Authority, or to the extent that NEO is not utilizing the entire Site, pay to Gateway an annual rental payment as agreed to by the Parties, recognizing that Gateway shall be entitled to utilize the remaining portion of the Site under the Concession Agreement, and make the Minimum Annual Guarantee and Annual Fixed Fee to the Authority under the Concession Agreement; (vi) the revised Budgeted Costs for the Minimal Scope shall establish a sufficient reserve from the DWW Funding Commitment to fully fund all contingencies should the Minimal Scope include improvements and/or rehabilitation ofthe Site; and (vii) NEO shall not have exclusive use of the actual Site during such two-year period unless use requires exclusive use of the actual Site as reasonably determined by the mutual agreement of the Parties. With respect to the Rescoped Project and the Minimal Scope, NEO shall not be allowed to fund any Excess Costs without the prior written consent of the Authority, unless otherwise so provided for in any amendment to this Agreement entered into by the Parties for the Rescoped Project or the Minimal Scope. In no event shall the Authority be required to pay any Budgeted Costs with respect to the Minimal Scope which shall be in excess of the then available funds remaining under the DWW Funding Commitment. If the Parties fail to reasonably agree on revisions to the Harbor Development Agreement and the Sublease Agreement to accomplish the Rescoped Project within such forty-five (45) day period, the Minimal Scope shall be the Rescoped Project as defined above. The Parties mutually agree that notwithstanding any other provision of this Harbor Development Agreement to the contrary, any and all costs as well as lease and/or rental obligations of the Authority to be paid pursuant to that certain lease agreement by and between the Authority and the New England Central Railroad, Inc. (the Lease?) shall be included in the Budgeted Costs (other than with respect to the Minimal Scope) and shall be included in the funding pursuant to Section 8.3 to be provided to Escrow Agent and reserved only for such lease and/or rental obligations pursuant to the NECR Lease and such escrowed funds allocated for such lease and/or rental obligations shall not be used for costs associated with the EPC Contractor, the Designer, any related design or construction costs, or any other costs or expenses. 2.5 Frustration of Conditions None of the Parties may rely on the failure of any condition set forth on the Schedule as an excuse for such Party?s performance to the extent that a material cause ofthe failure of the condition to be satisfied was such Person?s failure to act in good faith or comply in any material respect with any material provision of this Agreement. SECTION 3. THE JOINT TECHNICAL COMMITTEE AND THE JTC CHAIRPERSON NEO, Gateway and the Authority will establish a committee to monitor the Authority?s progress in completing the Work and accomplishing the milestones described in the and PDWS (?Joint Technical Committee?). 3.1 Joint Technical Committee Responsibility 3.1.1 The Joint Technical Committee serves as technical advisor to the Parties. The Joint Technical Committee is responsible for monitoring performance of the Work and to proactively identify and provide notice to each of NEO and the Authority as to potential critical path or performance-critical delays or obstructions that would impede the Work or otherwise delay successful completion of the Project. Notwithstanding the foregoing, any such suggestions by the Joint Technical Committee shall be non?binding on the Authority. The Joint Technical Committee shall regularly report to the Parties on the performance of the Work, including, without limitation, any delays in the Work that might impact the schedule contained in the and PDWS. 3.1.2 Nothing in Section 3 shall be interpreted to replace, hinder, impede or reduce the Authority?s responsibility or authority under Section 4 or 5 of this Agreement, as required by the terms of this Agreement, to take all actions necessary to complete the Work in a timely manner. 3.1.3 The Joint Technical Committee will have the right to suggest amendments to the PCM PD or PDWS (or provide recommendations with respect to amendments to the or PDWS proposed by a Duly Authorized Signatory). Notwithstanding anything to the contrary contained herein, any suggested amendments to the or any suggested amendments to the PDWS that affect the schedule of the Work; or (ii) that may affect any provisions of the shall not be effective unless consented to in writing by all of the Parties. The Authority shall have the right to amend the PDWS to the extent that such amendment does not affect the and the Joint Technical Committee shall review and offer technical assistance to the Authority on any such amendment and report on any such amendment to the Parties, which may be incorporated into the regular reports referenced in Section 3.1.1 above. 3.2 Size and Composition 3.2.1 The Joint Technical Committee shall be comprised of at least five (5) and no more than seven (7) individuals. 3.2.2 The Joint Technical Committee shall be led by the JTC Chairperson(s), as the position is defined in Section 3.4. 3.2.3 NEO shall have a maximum of two (2) experienced project managers with major infrastructure project experience as members of the Joint Technical Committee. The initial NEO members are Jeff Martin and Matthew Cicero. 3.2.4 The Authority shall have a maximum of three (3) members of the Joint Technical Committee. The initial Authority members are Peter Simmons, Todd Lukas, and Paul Hinsch. 3.2.5 Gateway shall have one (1) member of the Joint Technical Committee. The initial Gateway member is Mark Augur. 3.3 Committee Meetings 3.3.1 The Joint Technical Committee will conduct weekly meetings, utilizing appropriate and available telecommunications technology, including video conferencing apps, to monitor performance to the and PDWS. 3.3.2 The JTC Chairperson(s) shall chair all meetings and have the responsibility to set the agenda for, keep minutes of, and maintain records for the meetings. Meeting location, and whether to conduct some meetings remotely (via conference call, Skype, or other medium) shall be agreed upon by the Joint Technical Committee. For meetings of the Joint Technical Committee, the JTC Chairperson shall, at a minimum: Set the agenda for Joint Technical Committee meetings; Keep and circulate minutes for Joint Technical Committee member review and acceptance; and Upload and maintain any records, reports and other information into a data storage site accessible to all Parties. 3.4 JTC Chairperson William Follett of K2 Management was retained by NEO as an external consultant to review the execution of the Project and to serve as initial chair of the Joint Technical Committee (the Chairperson?). As of the date of this Agreement, Peter Simmons from the Department of Administrative Services shall serve as a joint JTC Chairperson, along with William Follett. Each JTC Chairperson may be replaced with or without cause by the unanimous written consent of the Parties. 3.5 JTC Chairperson Costs The costs of Mr. Follett as JTC co? Chairperson, including compensation, travel, and other reasonable expenses, shall be paid by NEO as part of Budgeted Costs, which payments shall be either from the Escrow Agent or paid directly by NEO, and which shall in either event count against the amounts to be contributed by NEO under Section 8 below. 3.6 JTC Chairperson and Joint Technical Committee Responsibilities 3.6.1 It is the JTC Chairpersons? responsibility to regularly and comprehensively apprise the Parties and the Joint Technical Committee of the progress and other aspects of the Project and the Work hereunder including achievement of Project Milestones. In addition to any periodic reports required to be provided under this Agreement, the Joint Technical Committee shall have the right to reasonably request reports from time to time from the JTC Chairpersons and the Construction Administrator related to the Work. 3.6.2 The JTC Chairpersons shall provide notice to all Parties whenever the Work corresponding to applicable lien waivers has been completed through the date corresponding to the applicable Project Milestone. 3.6.3 The Joint Technical Committee and the JTC Chairpersons shall not interfere, hinder or impede and shall use all reasonable efforts to cooperate, with the EPC Contractor and any other Subcontractor with respect to the performance of their respective duties. 3.6.4 The JTC Chairpersons performs his or her duties for the benefit of the Authority and NEO and shall represent their interests equally. 3.6.5 The JTC Chairpersons shall take directions from the Authority and NEO through the actions and decisions of the Joint Technical Committee. 3.7 Limitations on Authority 3.7.1 The JTC Chairpersons do not have the authority to amend the PCM PD or PDWS, but may make suggestions to the Parties to make such amendments. 3.7.2 Any suggestion or comment by the JTC Chairpersons shall not be construed to grant the EPC Contractor or any other Subcontractor any control or responsibility for any portion of the Project or the Work beyond the agreement governing their respective work nor shall any acceptance or comment by the JTC Chairpersons be construed to relieve the EPC Contractor or any other Subcontractor from the same. 3.7.3 No suggestion or comment by the JTC Chairpersons shall relieve any Party of any duties, liabilities or obligations under this Agreement and shall not deprive any Party of any rights or remedies that it may have under this Agreement or at law or in equity or otherwise. SECTION 4. SCOPE OF WORK AND PERFORMANCE MILESTONES 4.1 Scope of Work 4.1.1 The Work, as more particularly described in Annex B, the schedule for which is defined in the Project Delivery and Work Schedule attached and incorporated hereto as Schedule 3, shall include all management and administrative services, the coordination and direction of the design services, engineering, labor, materials and equipment, construction management, Permits, Regulatory Approvals, and any other items and services reasonably necessary for the site assembly, design, engineering, permitting, proper execution, and completion of improvements described in Annex for the Phase 1 Project and the Phase 2 Project (collectively, the ?Work?). It is understood that the Work shall include any reasonable and incidental actions or tasks that can reasonably be inferred as required and necessary to complete the Work. 4.1.2 NEO will have reasonable and timely review and consultation rights for selection and administration of design, engineering and construction contracts, but such rights shall not cause any delay in such selection or administration of the contracts. 4.1.3 NEO has retained Moffatt Nichol (the ?Designer?) by way of a written agreement dated July 29, 2019 (the ?Design Agreement?) to perform all related design, architectural and engineering services and design project administration services necessary for the performance of the Work. As set forth on the the Parties expect to enter into an amendment and restatement of the Design Agreement reasonably satisfactory to NEO and the Authority such that: the Authority is a third party beneficiary of the Design Agreement, ownership rights of NEO as to design shall be assigned to the Authority; the Authority shall have direct control- over the Designer; any and all claims, suits, disputes and controversies that NEO has with respect to the Design Agreement shall be assigned to the Authority by the Authority shall be added as an additional insured on all insurance coverage with respect to the Design Agreement; NEO cannot terminate the Design Agreement absent the express prior written approval of the Authority; and such other revisions as may be agreed by the Authority and the Designer with respect to the obligations and responsibilities set forth in the Design Agreement, which will be amended to include bid phase and construction phase services. Upon such amendment of the Design Agreement, the Authority shall have the responsibility for and control over the Designer and all architectural and engineering services for the performance and coordination of all portions of the Work, unless further specified herein. Notwithstanding such amendment of the Design Agreement, however, NEO shall continue to pay the Designer pursuant to the Design Agreement, which payments shall be included in Budgeted Costs, and which payments to the Designer shall be either from the Escrow Agent or paid directly by NEO, but which shall in either event count against the amounts to be contributed by NEO under Section 8 below. 4.1.4 NEO and the Authority, following the above amendment of the Design Agreement, shall take such actions as may be required to enforce the Design Agreement in accordance with the terms and conditions of the Design Agreement. Any reasonable third-party costs imposed upon NEO or the Authority in any such enforcement action shall be Budgeted Costs payable in accordance with the provisions of this Agreement. Except for the gross negligence, willful misconduct or fraud on the part of NEO or the Authority, each of NEO and the Authority shall have no liability to any Party for any deficiencies ofthe Designer in the performance of any services provided by the Designer for the Project. 4.2 Project Delivery and Work Schedule 4.2.1 The PDWS provides the detailed list of tasks or activities to be performed, including but not limited to all activities related to applying for Permits, including timing of permit application submittals and agency consultations; all actions related to and necessary for securing Regulatory Approval, including federal congressional approval for New London Harbor Pier Section 408 de- authorization; engineering, design and procurement contracts and construction contracts (and any Subcontracts), with all applicable deadlines, and Gateway's mobilization and demobilization activities to relocate its pier operations away from and back to the Site. 4.2.2 The PDWS will contain sufficient detail to track the amounts oftime needed to complete each task or activity, associated deadlines, and any interdependencies on other tasks or activities. 4.3 Dates 4.3.1 The PCM PD identifies key Project deliverables which trigger project rescoping and other consequences as set forth herein. 4.3.2 The deadlines and milestones set forth in the are firm and may only be modified or extended by mutual, written agreement of NEO and the Authority respectively. Certain of the deadlines of the are subject to extension under Section 13 of this Agreement, to the extent expressly set forth on the 4.4 Changes in the Work 4.4.1 Changes or amendments to the Work, the or the PDWS to the extent such changes affect the will be made only in writing and by agreement of each Party acting by such Party?s Duly Authorized Signatory. 4.5 Phase 1 Area 4.5.1 NEO shall have the right to sublease a portion of the State Pier pursuant to terms of the Sublease Agreement on such terms to be mutually agreed upon by Gateway, NEO and the Authority upon completion of the Phase 1 Project and as provided for in Section 2.4; provided, however, the terms of the Sublease Agreement shall in no way impair the ability and obligations of the Authority pursuant to this Agreement, including, without limitation, the ability and obligation to achieve the remaining open items on the including completion by the Authority ofthe Phase 2 Project. SECTION 5. AUTHORITY OBLIGATIONS The obligations and responsibilities of the Authority are as follows: 5.1 Responsibilities for the Work 5.1.1 With the exception of the responsibilities of NEO with respect to the Design Agreement set forth in Sections 4.1.3 and 4.1.4 of this Agreement, the Authority will bid, hire, and manage all contractors to achieve and complete the Work in a timely manner in accordance with Good Industry Practice and in conformance to any other applicable term or condition contained herein, subject to NEO fulfilling its funding obligations set forth in Section 8.1 and complying in all material respects with its covenants, agreements and obligations hereunder. 5.1.2 Subject to the provisions of this Agreement, including but not limited to Sections 2.4, 5.2 and 13.1, the Authority will achieve the Project Milestones as set forth in the and the PDWS as may be modified or extended in accordance with the terms of this Agreement. 5.1.3 The Authority shall use its commercially reasonable efforts to secure rights to occupy and utilize the Additional Land for the Work and the operations contemplated in the Sublease Agreement as provided for in the 5.1.4 Except for the responsibilities of NEO with respect to the Design Agreement set forth in Sections 4.1.3 and 4.1.4 of this Agreement, the Authority will provide, or cause its contractors to provide adequate labor and personnel necessary to complete the Work and to execute any sub-contracting agreements necessary to complete the Work in accordance with the terms and conditions of this Agreement, the all project budgets and the PDWS. 5.1.5 The Authority will or will cause its Subcontractors, in compliance with Applicable Laws, to remove, transport and dispose of any Hazardous Substance transported onto the Site by or on behalf of the Authority or any Subcontractor, or created, used or handled as part of the Work at the Site. 5.1.6 The Authority will or will cause its Subcontractors, immediately upon the discovery of the presence of any Hazardous Substance, to undertake any and all required remediation in accordance with Applicable Laws and notify Gateway and NEO of such efforts. 5.1.7 The Authority will or will cause its Subcontractors to dispose of non-hazardous materials in accordance with Applicable Law. 5.2 EPC Contract; Bids Exceedmg Budget 5.2.1 As specified in Section 5.1.1, the Authority is required to bid and hire the EPC Contractor to perform the Work described in the plans and specifications and other design documents prepared by the Designer. The Authority shall use commercially reasonable efforts to obtain the bids for the EPC Contractor no later than the date set forth for Item 10 (EPC Bids are too high process) on the 5.2.2 [Intentionally left blank.] 5.2.3 In the event that the lowest qualified and responsible bid exceeds the construction cost items included in the Budgeted Costs pursuant to Schedule 4 together with such contingency as is customary or reasonably necessary with respect to the Project, (see Section 7.1.8 below), such excess shall be deemed Excess Costs for purposes of Section 7.2 hereunder; and (ii) if the actual costs for the Work and the Project exceed the Budgeted Costs then such excess shall also be deemed Excess Costs for purposes of Section 7.2; and with respect to and/or (ii) the Authority shall, pursuant to the provisions of Section 5.7, 8.2, 8.3, 8.4 and 14.2 hereof, pursue, but not be required to obtain, additional funding from the State for such Excess Costs through additional appropriation or bonding authority through the applicable bonding commission for such amount within fifteen (15) Business Days of receipt ofthe LQRB or other instances of Excess Costs. 5.2.4 In the event that the Authority is unable to obtain such additional funds or bonding authority for such Excess Costs as provided for in Section 5.2.3 above, then the Authority shall send NEO written notice of the same (?Excess Bid Costs Shortfall Notice?). Subject to the provisions of Section 15.6, NEO may agree to fund such Excess Costs only with respect to the Budgeted Costs for the Project set forth in Schedule 4, other than Budgeted Costs being determined in connection with a Rescoped Project; provided, however, in no event shall such funding by NEO under Section 5.2.3(i) above exceed $10 million without the prior written consent of the Authority ("Allowed NEO Funding?), and NEO shall be entitled to make a corresponding additional deposit to the Escrow Agent within fifteen (15) Business Days after receipt of the Excess Bid Costs Shortfall Notice. In no event shall the Alowed NEO Funding exceed $10 million without the consent of the Authority. Except for an Allowed NEO Funding of less than $10 million, funding by NEO under Section 5.2.3(ii) above, and funding by NEO under Sections and 15.2.2 below, all other funding of costs above budget by NEO shall require the consent of the Authority. lf NEO does not fund such Excess Costs, then with respect to the Rescoped Project and the Minimal Scope, the Authority and NEO, pursuant to Section 2.4, shall meet and use all diligent commercial efforts to revise the scope of the Work to create a Rescoped Project under Section 2.4 hereof to comply with the actual Budgeted Costs, or to revise the Budgeted Costs for the Work to the mutual satisfaction of the Authority and NEO. Any funding by NEO as Allowed NEO Funding or in respect of costs under Section shall be subject to the provisions of Section 8.4.4, including, without limitation, the right to offset against future payments due on a pro-rata basis by NEO to the Authority under Section but also subject to the Cap as set forth in Section 15.6. For clarity, neither the right of NEO to make the Allowed NEO Funding or in respect of costs under Section nor the right of NEO to offset the same against rent under Section 8.4.4 (subject to the Cap, as set forth in Section 15.6) shall require any consent of the Authority. 5.2.5 In the event that the Authority and NEO are able to agree on the Rescoped Project then NEO, Gateway, and the Authority shall, pursuant to the provisions of Section 2.4, meet to amend this Agreement and the Sublease Agreement accordingly, it being understood that the rent payable by NEO to the Authority under the Sublease Agreement for a Rescoped Project under this Section 5.2 shall be equitably adjusted to reflect such reduced scope. 5.2.6 In the event that the Authority, NEO, and Gateway are unable to agree on the revisions to this Agreement and the Sublease Agreement within sixty (60) days, the criteria of the Rescoped Project shall be determined pursuant to Section 2.4 hereof. 5.3 Completion of the Work The Designer shall determine that the Work is complete and that payment for the applicable stage of the Work shall be made by the Escrow Agent. The Designer shall provide written notice to each Party that the Work or such project element has been completed (the ?Notice of Completion?) as provided for in Section 11.1. 5.4 Work Defects; Notice and Cure Within fifteen (15) Business Days following issuance of each Notice of Completion, NEO may notify the Authority in writing, acting in a commercially reasonable manner, that the Authority has not satisfactorily completed the portion of the Work in accordance with the applicable Project element of the PDWS or If NEO reasonably and in good faith determines that the Authority has not satisfactorily completed the applicable portion of the Work in accordance with Section 5.4(a) hereof, NEO shall so specify, in reasonable detail, such objection by written notice to the Authority (?Funding Objection Notice"), the reasons for NEO's determination that the Work has not been satisfactorily completed in accordance with Section 5.4(a) hereof, which notice shall include all applicable supporting documentation for such objection. The Authority shall either act to correct such deficiencies so as to complete the applicable element of the Work in accordance with the PDWS or, if the Authority disagrees with such determination, initiate a dispute pursuant to Section 21 of this Agreement. To the extent that the Authority challenges the validity of any Funding Objection Notice, it shall so notify the Parties by written notice ("Funding Dispute Notice?) within fifteen (15) Business Days following receipt of any Funding Objection Notice, and the disputed funding shall immediately be subject to the dispute resolution process set forth in Section 21. The Parties expressly agree that the outcomes of the dispute resolution process shall include extension of each of the PDWS and the deadlines for the bonus set forth in Section 8.1.3 for any delay days caused by a NEO Funding Objection Notice found to be invalid by the dispute resolution process. Payments shall be made by the Escrow Agent upon the issuance of a Notice of Completion despite NEO filing a Funding Dispute Notice, provided that Escrow Agent pays such amounts from the funds deposited by the Authority with Escrow Agent after the DWW Funding Commitment funds referenced in Section 8.3 below have been disbursed by Escrow Agent. Upon the resolution of the Funding Objection Notice NEO and the Authority will jointly instruct Escrow Agent as to the correct accounting for such payment and any resulting rebalancing of the funds held by Escrow Agent on account of the resolution of said Funding Objection Notice. (cl) If NEO fails to respond to the Authority?s Notice of Completion within fifteen (15) Business Days, the Work (or such portion thereof) shall be deemed to have been completed satisfactorily, in accordance with the PDWS, other than for hidden defects not reasonably ascertainable. if NEO responds objecting, in good faith based on commercially reasonable standards, to a Notice of Completion, after the Authority has corrected the deficiencies in that Project element, the Designer shall provide each Party with a new Notice of Completion. Within fifteen (15) Business Days following issuance of each Notice of Completion, if Gateway reasonably and in good faith determines that the Work referenced in the Notice of Completion will materially increase the maintenance costs to be incurred by Gateway under the Concession Agreement, or (ii) will materially increase Gateway?s risk of liability for its responsibility for ongoing port operations pursuant to the Concession Agreement, or if not corrected will result in the condition of the Site not being functionally equivalent in all material respects to the Site as such existed under the Concession Agreement prior to the commencement of the Work hereunder, Gateway may so specify, in reasonable detail, such objection by written notice to the Authority and include the reasons for its determination and all applicable relevant supporting documentation,- provided any such notification by Gateway shall not be an Authority Event of Default and shall not afford Gateway the privileges of the dispute resolution process set forth in Section 21 and in all such instances Gateway shall have no standing to hinder, delay, alter, suspend or stop any portion of the Work including without limitation design or construction; but, provided further, Section 15.2.6 shall apply. 5.5 Substantial Completion and Final Acceptance Gateway and NEO and the Authority agree that the entire Work shall be substantially complete (?Substantial Completion?) when the Work is sufficiently complete in conformity with the Contract Documents to permit NEO and Gateway to occupy or utilize the Work for its intended use. Gateway and NEO and the Authority agree that the entire Work shall be considered to be satisfactorily completed ("Final Acceptance?) when the Construction Administrator to be retained by the Authority and Designer has provided a written certification to the Parties that all of the Work has been completed in accordance with the terms and conditions of the Contract Documents. upon Final Acceptance, the Authority and NEO shall deliver written notice to the Parties confirming the Authority Project Capital Costs and the NEO Project Capital Costs, respectively. "Contract Documents? means the Agreement between the Authority and EPC Contractor, Conditions of the Contract (General Conditions, Supplementary Conditions, General Requirements and other Conditions), Drawings, Specifications, the Invitation for Bids, Instructions to Bidders, the Bid Proposal as accepted by the Authority, Order of Award, and Bonds, other documents listed in the Agreement between the Authority and EPC Contractor, and Modifications issued after the execution of the Agreement between the Authority and EPC Contractor, subject to the rights of NEO as provided for in Section 4.1.2. ?Construction Administrator? shall mean a sole proprietorship, partnership, firm, corporation or other business organization or entity, under contract or employed by the Authority commissioned and/or authorized to oversee the fulfillment of all requirements of the Contract Documents. 5.6 Transition 5.6.1 Acting in a commercially reasonable manner after the occurrence of Substantial Completion, Gateway will diligently and expeditiously mobilize to resume control of and responsibility for ongoing port operations pursuant to the Concession Agreement and the Sublease Agreement. 5.7 Other Responsibilities 5.7.1 The Authority will diligently and expeditiously acting in a commercially reasonable manner apply for bonding authority from the State for its funding obligations in accordance with the provisions of Sections 5 and 8 of this Agreement, including, without limitation, requesting any Excess Costs, if any, paid by NEO pursuant to the provisions of Sections 2.4, 5.2, 8.4, 14.1 or 14.2 of this Agreement. 5.7.2 The Authority will have primary responsibility for stakeholder outreach efforts, in consultation with NEO. 5.7.3 The Authority will discharge and fulfill all its obligations under the Concession Agreement, as affected by the Sublease Agreement. SECTION 6. NEO OBLIGATIONS The obligations and responsibilities of NEO are as follows: 6.1 NEO Obligations 6.1.1 NEO will pay all funding obligations of NEO pursuant to the terms set forth in this Agreement in a timely manner. 6.1.2 NEO will, at the express direction of the Authority, undertake to enforce the Design Agreement in accordance with the provisions of Section 4.1.4 of this Agreement. 6.1.3 Subject to the provisions of Sections 2.4, 5.2.4 and 5.2.5, NEO, the Authority, and Gateway will, immediately upon Substantial Completion, enter into the Sublease Agreement in the same form as attached hereto as Annex (?Sublease Agreement?). In the event that: (1) the Concession Agreement has been terminated, or (2) Gateway is not the Concessionaire pursuant to the Concession Agreement, then Gateway?s right and/or authority hereunder to enter into the Sublease Agreement shall terminate and be of no further force or effect; provided, however, that the Authority or any successor to Gateway, as the case may be, shall enter into the Sublease Agreement with NEO immediately upon Substantial Completion. SECTION 7. BUDGETED COSTS 7.1 Budgeted Costs 7.1.1 Subject to the provisions of Sections 2.4, 5.2, 8.2 and 8.4 hereof, the Parties acknowledge and agree that the Authority is limited by the State to the funding of Budgeted Costs. 7.1.2 The Budgeted Costs outlined in Schedule 4 reasonably reflect estimated costs associated with completing the Project as of the date of preparation of Schedule 4, including, without limitation, all Taxes. 7.1.3 Budgeted Costs outlined in Schedule 4 also include an estimate of Gateway?s Wind Down Costs (see Section 9). 7.1.4 Other than as set forth in the definition of ?Budgeted Costs?, Budgeted Costs shall not include any of the internal costs or other indirect operating costs of any Party unless expressly stated herein (including, without limitation, as set forth in Section 15.4.1). 7.1.5 Budgeted Costs shall not include any Parties? cost arising from the development and negotiation of this Agreement or the Sublease Agreement and each Party shall pay its own Taxes (to the extent applicable) on account thereof. 7.1.6 Subject to the provisions of this Agreement, Budgeted Costs will be respectively funded to Escrow Agent by the Authority and NEO, and funded by Escrow Agent subject to the and further subject to Section 2.4, and in accordance with progress ofthe PDWS and the Work as set forth in Sections 5 and 8. 7.1.7 Budgeted Costs shall not include any costs incurred by the Authority for payments or other expenses related to Cross Sound Ferry, or (ii) the Additional Land, other than periodic lease/rental payments due for the Additional Land. 7.1.8 The estimated Budgeted Costs, including contingency, as of the date of this Agreement are shown on Schedule 4 and total $157 Million. 7.1.9 The Authority will use and cause the EPC Contractor to use commercially reasonable efforts to complete the Work within the Budgeted Costs, subject to the provisions of Sections 2.4, 5.2.4 and 13.1 of this Agreement, as applicable. 7.2 Excess Costs Excluding fees or costs incurred by a Party as a result of such Party?s breach or failure to perform under this Agreement, any other fees or costs in excess of the Budgeted Costs that are reasonably necessary to complete the Work (?Excess Costs?) will be funded as set forth in Sections 2.4, 5.2, 8.4, 14.1 and 14.2, as applicable, of this Agreement. For clarity, the funding of the Variance by NEO under Section 8.1.1 shall not be deemed a funding in respect of Excess Costs. Any non?funding of Excess Costs by the Authority shall not be an Authority Event of Default unless the Authority has received all funds deemed to be reasonably necessary to fully fund all Excess Costs including applicable contingency. SECTION 8. PROJECT FUNDING 8.1 NEO Funding Subject to all the terms and conditions of this Agreement, NEO shall provide tiered funding of portions of the Budgeted Costs as further provided for in Section 8.3 below, subject to the terms and conditions set forth in this Agreement. With respect to the payments due from NEO to the Authority under Section 8.1.1(c) below, upon commencement of the Sublease Agreement NEO shall pay the Authority one (1) year's rent in advance for the first year of the Sublease Agreement, and for the second and subsequent years of the Sublease Agreement, NEO shall, upon commencement of the Sublease Agreement, provide to the Authority a letter of credit from a financial institution and in a form reasonably acceptable to the Authority in an amount equivalent to six (6) months? rent. 8.1.1 NEO Base Case Funding NEO shall provide a total of $70 million of funding for the Project, consisting of: $2.5 million to be due and payable to the Authority by NEO, to be funded in accordance with the funding sequence set forth in Section 8.3; $32.5 million to be funded by NEO subject to the and in accordance with the PDWS and the funding sequence set forth in Section 8.3; $20 million of lease payments to the Authority as set forth in the Sublease Agreement, under substantially the same terms and in the same form as attached hereto as Annex D, in equal $2.0 million annual payments over the 10-year term (or the lesser amount specified under Section 5.2.5 of this Agreement for the applicable Rescoped Project), subject to any pro-rata offsets as further specified in this Agreement; $10 million to be funded by NEO in accordance with Item 5 in Section 8.3 below; $5 million to be funded by NEO in accordance with Item 8 in Section 8.3 below; provided, however, in the event the aggregate bids received pursuant to Item 10 (EPC Bids are too high) of the would cause Budgeted Costs to be greater than $157 million, then NEO shall be obligated to fund the entire $5 million; (ii) less than $152 million, then NEO shall not be obligated to fund such $5 million and funding under this Section 8.1.1(e) shall be zero; and equal to or greater than $152 million but equal to or less than $157 million (the ?Variance?, with the arithmetic difference between $5 million and the Variance being the ?Remainder?), then NEO shall only be required to fund the amount of the Variance; and the then available portion(s) of the Remainder, if any, to be funded from time to time by NEO to the Escrow Agent within fifteen (15) days after written notice from the Authority and the Escrow Agent that a duly approved Change Order for the Work has been executed by the Authority and filed with the Escrow Agent requiring such available portion of the Remainder to be paid to the Escrow Agent. 8.1.2 [Intentionally Deleted]. 8.1.3 August 2022 Contingent Delivery Funding If Substantial Completion is achieved and the Project is ready for use by NEO on or before August 12, 2022 or such other later date pursuant to Section 8.1.3(b) ("Bonus Completion Date"), NEO will fund up to an additional $10 million million for the benefit of the Authority and $2.5 million for the benefit of the City of New London pursuant to a Host Community Agreement that NEO anticipates entering into with the City of New London (the ?Host New London Agreement?)) to the Escrow Agent within sixty (60) days of the Authority?s achievement of the Bonus Completion Date, as follows: In the event the aggregate bids received pursuant to Item 10 (EPC Bids are too high) of the would cause Budgeted Costs to be greater than $157 million and contingent on payment of the full $5 million pursuant to Section above, NEO shall only be obligated to fund a bonus of an additional $5 million million for the benefit of the Authority and $2.5 million for the benefit of New London as per the Host New London Agreement) to be paid by NEO to the Escrow Agent within sixty (60) days of the Authority?s achievement ofthe Bonus Completion Date; (ii) In the event the aggregate bids received pursuant to Item 10 (EPC Bids are too high) of the would cause Budgeted Costs to be less than $152 million, then NEO shall be obligated to fund a bonus of $10 million (57.5 million for the benefit of the Authority and $2.5 million for the benefit of the City of New London pursuant the Host New London Agreement), to be paid by NEO to the Escrow Agent within sixty (60) days of the Authority?s achievement of the Bonus Completion Date; In the event NEO pays the Variance as set forth in Section above, NEO shall be obligated to fund a bonus of $10 million less the the sum of the Variance paid by NEO pursuant to Section (less any amounts thereof repaid to NEO as Savings under Section plus all portions of the Remainder funded to the Escrow Agent (less any amounts thereof repaid to NEO as Savings under Section which bonus payment shall be allocated million for the benefit of the City of New London pursuant to the Host New London Agreement and the remainder of such funding for the benefit of the Authority). The Bonus Completion Date shall be extended due to a NEO Funding Objection Notice being found invalid as provided in Section 5.4, but shall not be extended on account of Force Majeure, or any notice and cure period referenced in Section 15. 8.1.4 Regular Delivery Date. The regularly scheduled delivery date for the Project is August 31, 2022 ("Regular Delivery Date?). The Regular Delivery Date shall be subject to extension for Force Majeure under Section 13, and shall also have the benefit of any and all notice and cure periods referenced in Section 15,- provided, however, the failure to achieve either Regular Delivery Date or Item 14 (Phase 1 Substantial Completion) shall not, in either case, be an Authority Event of Default and shall instead be deemed a failure of condition under Article 14. 8.1.5 NEO Sharing of Sublease Rents. The Sublease Agreement shall provide that NEO shall share with the Authority 3 portion of any fees, including without limitation, sublease fees, collected from non-affiliates for use of the Project, to the extent such fees exceed $4 million per annum (?Excess Sublease Fees?). Excess Sublease Fees shall be allocated between NEO and the Authority in proportion to the NEO Project Capital Costs and the Authority Project Capital Costs incurred by each Party, except that the $20 million of rental payments (to the extent provided over time as rent) set forth in Section 8.1.1(c) shall be excluded from total investment, except as otherwise set forth in Section 8.4.4. NEO shall reconcile such Excess Sublease Fees within ninety (90) days of the end of each year of the Sublease Agreement, and provide to the Authority a copy of such annual reconciliation. NEO shall pay to the Authority the fees due hereunder within thirty (30) days of such annual reconciliation. 8.2 Authority Funding The Authority shall deposit with the Escrow Agent $25.5 million in accordance with Item 3 in Section 8.3 below; and (ii) the DWW Funding Commitment of $22.5 million in accordance with Item 2 in Section 8.3 below. The Authority shall also fund an additional $30 million as provided for in Item 4 in Section 8.3 below. The Authority further expects to (but is not obligated to so fund), directly or by and through another State of Connecticut agency, fund up to but not exceeding the additional funding pursuant to Item 7 (Additional Bonding Authority) of the (the Bonding Action?), the PDWS and the funding sequence set forth in Item 7 in Section 8.3 below Funding Action?). In the event that the Authority has not completed CPA Funding Action on or before the deadline set forth on the then the Parties shall follow the project rescoping procedures of Section 2.4 above. 8.3 Funding Sequence Funding to Escrow Agent for the Work will be made by NEO and the Authority in the following sequence (but in all events after the Effective Date), and payment of the related costs thereof by Escrow Agent will be made in the following sequence as Budgeted Costs are incurred, in conformance to the and subject to the terms and conditions contained herein: Funding Party Funding Amount Funding 1. NEO $2.5 Million NEO to fund to Authority directly the sum of $1,250,000 within 10 Business Days of the Authority funding the sum of $30 million with Escrow Agent on or before February 28, 2020 (Item 4 below); (ii)the remaining sum of $1,250,000 shall be paid by NEO to the Authority at the later of when the Authority executes the construction contract for the Phase 1 Project, and the Authority receives the necessary federal approvals for the federal dredging and Clean Water Act Section 408 deauthorization for the Phase 2 Project. 2. The Authority $22.5 Million (DWW Funding The Authority to fund to Escrow Commitment) Agent within three (3) Business Days after the Effective Date Funding Party 3. The Authority Funding Amount $25.5 Million Funding The Authority to fund to Escrow Agent within three (3) Business Days after the Effective Date 4. The Authority $30 Million The Authority to Fund to Escrow Agent within 10 Business Days of receipt of funds authorized by State Bonding Commission on or before February 28, 2020 (Schedule 2, Item 4) 5. NEO $10 Million NEO to fund to Escrow Agent on or before Phase 2 Funding date as set forth in (Schedule 2 Item 11) 6. NEO $32.5 Million NEO to fund to Escrow Agent on or before Phase 2 Funding date as set forth in (Schedule 2 Item 11) 7. The Authority Budgeted Costs, less $128 Million contributed by NEO and the Authority as set forth in this Section 8.3 The Authority to fund to Escrow Agent on or before Phase 2 Funding date as set forth in (Schedule 2 Item 11) 8. NEO $5 Million, or such portions thereof subject to the terms of Sections 8.1.1(e) and 8.1.1 above NEO to fund to Escrow Agent as to the Variance, on or before Phase 2 Funding date as set forth in (Schedule 2 Item 11), and (ii) as to the Remainder, as set forth in Section 8.4 Excess Costs Funding 8.4.1 The Authority shall, be responsible for seeking, but shall not be required to obtain, the funding for any Excess Costs, whether arising under Section 5.2 or otherwise, whether from the Authority or other State sources or authorizations, the Parties agreeing and acknowledging that the Authority has no obligation to fund any Excess Costs unless the Authority has received amounts to fund such Excess Costs. In the event that the Authority has received the funding amounts set forth in Items 4 and 7 of Section 8.3 above, the Authority shall, subject to the provisions of Section 2.4, fund Excess Costs to the extent of such available funding, including, without limitation, such amounts as may be indicated for contingencies. 8.4.2 NEO shall have no responsibility for Excess Costs. 8.4.3 In all instances, the Authority will take all reasonably available actions and pursue all reasonable and necessary authority to fund Excess Costs. 8.4.4 Pursuant to the provisions of this Agreement, including the limitations set forth in Sections 2.4, 5.2.4 and 15.6, NEO may, but is not obligated, to pay Excess Costs for the Project and related Budgeted Costs set forth in Schedule 4. Amounts so paid by NEO shall not be subject to interest, and shall not be payable by the Authority unless and until the Authority receives any such additional funds or bonding authority (and only to the extent of such additional funds or bonding authority) Excess Cost Repayment?), but shall count as part of NEO Project Capital Costs for NEO sharing of sublease rents. NEO may, at its discretion and subject to the limitations of Sections 2.4 and 15.6, apply any such monies paid for Excess Costs to future payments NEO may owe the Authority under the Sublease Agreement pursuant to Section provided, further, the maximum amount that NEO may recover, in the aggregate, pursuant to this Section 8.4 and Section 5.2, shall not exceed the Cap as set forth in Section 15.6. The Authority may make any CPA Excess Cost Repayment at any time, at the election of the Authority, prior to the expiration of the Sublease Agreement and all such CPA Excess Cost Repayments shall reduce any remaining NEO pro-rata rent offsets. 8.5 Cost Savi_n_gs to Authority 8.5.1 If Budgeted Costs expended through Final Completion of the Work are less than the sum of the NEO funding plus the Authority funding as set forth in Sections 8.1, 8.2, and 8.3 (?Savings?), then First, all such Savings shall be allocated to NEO until all amounts paid by NEO to the Escrow Agent in respect of the Variance and the Remainder (up to the maximum amount of $5 million) have been repaid in full; and Second all such remaining Savings shall be retained by the Authority. 8.5.2 NEO and the Authority shall identify and agree on methods to ensure that such benefits are retained solely by the Authority and not deployed to the benefit of any other Party. 8.6 Escrow Agent Agreement The Escrow Agent shall hold the funds paid into escrow by the applicable Parties and make disbursements as provided for in this Agreement in accordance with the Escrow Agreement attached hereto as Annex E. Within fifteen (15) Business Days of achievement of Substantial Completion, all funds remaining with Escrow Agent in excess of the amounts required to achieve Final Acceptance (including, without limitation, amounts to pay retainage, any punch?list, the remaining Work, including, without limitation, any non?conforming Work), shall be paid by Escrow Agent to the Authority pursuant to the Escrow Agreement, upon joint instructions to be given to Escrow Agent by NEO and the Authority. Any and all interest accrued on funds held pursuant to the Escrow Agreement shall be allocated to NEO and the Authority in accordance with the aggregate funding made by each party from time to time pursuant to Section 8.3 and the payment sequences required pursuant to the terms of this Agreement. Any and all such interest so earned shall be segregated and paid by the Escrow Agent upon Final Acceptance to the applicable Party as so indicated in writing by each such Party. in no event shall interest on NEO funds be used for the Project without the written consent of NEO. SECTION 9. GATEWAY OBLIGATIONS The obligations and responsibilities of Gateway are as follows: 9.1 General Responsibilities 9.1.1 Gateway will complete all activities necessary to mobilize and demobilize pier operations and relocate pier operations to and from the New Haven Facility, and be responsible for all associated costs, consistent with the Concession Agreement and Section 9.2.3. 9.1.2 Gateway will discharge and fulfill all other Concessionaire obligations under the Concession Agreement as affected by Schedule 5 of this Agreement. 9.2 Pre-Redevelopment Responsibilities 9.2.1 Gateway will take all actions necessary to wind down or otherwise modify its operations, consistent with Section 9.3 at the Site in preparation for Redevelopment. 9.2.2 Gateway will track the reasonable, actual, direct out-of?pocket costs (together with reasonable supporting documentation) incurred by Gateway in its operations during the period prior to the Redevelopment from the time of mobilization on May 1, 2019 through the preparation for construction of the Redevelopment as operations are wound-down and demobilization occurs at the Site to allow the Work, net of any revenues received by Gateway during the same period in which those costs were incurred (all collectively ?Wind Down Costs?), and Gateway will utilize best efforts to minimize costs and maximize Gateway Gross Revenues during this period prior to the Redevelopment. In the event that the Authority instructs Gateway (by written notice not later than February 15, 2020) to effectuate such demobilization on or before March 31, 2020, Gateway agrees that the Wind Down Costs shall not exceed $2.5 million. 9.2.3 Gateway will use best efforts to relocate existing State Pier customers (?Existing Customers?) and operations to Gateway?s New Haven facility for the period of time from the commencement of construction of the Project until the occurrence of the Substantial Completion of the Work (?Redevelopment?), subject to Gateway and Existing Customers entering into appropriate agreements with such commercial terms that are acceptable to Gateway in its discretion. 9.2.4 Notwithstanding the terms of the Concession Agreement, the Gateway Minimum Variable Payments due to the Authority under the Concession Agreement shall be reduced pro rata by the number of months or portion thereof that Gateway is unable to provide the Port Services at the New London State Pier Facility as a result of the Redevelopment; and 9.2.5 Notwithstanding the terms of the Concession Agreement, a portion of the initial Gateway Fixed Payment made to the Authority pursuant to the Concession Agreement shall be refunded by the Authority to Gateway to reflect the number of months or portion thereof during the 12?month period corresponding to such initial Gateway Fixed Payment that Gateway is unable to provide the Port Services at the New London State Pier Facility as a result of the Redevelopment. 9.2.6 Payment of Wind Down Costs. Gateway shall be reimbursed for its Wind Down Costs on a quarterly basis as part of Budgeted Costs. Gateway shall provide to the Parties a complete copy of the quarterly income and expense reports provided to the Authority under Section 10.4 of the Concession Agreement which shall outline the Wind Down Costs to the reasonable satisfaction of the Authority and NEO. The quarterly report(s) shall be retroactive as needed to cover the calendar quarter period(s) that have ended before the Effective Date. NEO and the Authority shall direct the Escrow Agent to pay the Wind Down Costs within thirty (30) days of receipt of the quarterly income and expense reports by the Authority and NEO, unless NEO or the Authority dispute the claimed Wind Down Costs. In the event that NEO and the Authority fail to direct Escrow Agent to pay the Wind Down Costs within said thirty (30) day period and do not dispute the claimed Wind Down Costs during such thirty (30) day period, Gateway shall have the right to request Escrow Agent to pay such Wind Down Costs. Notwithstanding the foregoing, NEO and the Authority agree that with respect to the payments due to Gateway for Wind Down Costs incurred during the second, third and fourth quarters of 2019 May 1 through December 31, 2019), such payments shall be made to Gateway as as feasible but in no event later than five (5) Business Days of the funding by the Authority to the Escrow Agent as provided for in Items 2 and 3 of Section 8.3 above, and NEO and the Authority acknowledge and agree that those quarterly reports were provided to NEO and the Authority prior to the Effective Date. Payment for Wind Down Costs incurred for the first quarter of 2020 (both prior to and after the Effective Date) shall be paid as provided at the beginning of this Section within thirty (30) days of receipt of Gateway?s quarterly report for the first quarter). All payments for Wind Down Costs shall be deemed to have been paid from the DWW Funding Commitment. 9.3 Redevelopment Responsibilities 9.3.1 Gateway will provide access to the Site for preparation for and completion of the Work in accordance with the Concession Agreement. 9.3.2 During the construction ofthe Work Gateway will, at the election of the EPC Contractor, either vacate the property during the construction phase of the Work or with the prior written approval of the Authority, remain at the Site during construction and provide services to the EPC Contractor of types and in exchange for fees to be negotiated between Gateway and the EPC Contractor and as agreed to in writing by the Authority, provided that in the event the EPC Contractor requests that Gateway remain at the Site and Gateway prudently and reasonably incurs costs that are not reimbursed by the EPC Contractor, such costs shall be treated as a Project capital expenditure and the Authority shall reimburse Gateway for such expense each month, in arrears, within thirty (30) days after invoice together with reasonable supporting documentation, provided that the Authority or NED shall have the right to review and challenge such costs in conformance with Section 21. 9.3.3 As provided for in the Sublease Agreement, the portion of Gateway?s payment obligations to the Authority under the Concession Agreement after Redevelopment begins, including, without limitation, Gateway?s obligation to make the Gateway Minimum Variable Payments or the Gateway Fixed Payment, shall be suspended. 9.4 Other Responsibilities 9.4.1 Gateway will, upon Substantial Completion of the Project, assume control of the Site for the purpose of operating and maintaining port operations as set forth in the Concession Agreement and the Sublease Agreement. 9.4.2 Gateway?s obligations under the Concession Agreement will be suspended or modified as provided in the Sublease Agreement. 9.4.3 During the Term of this Agreement, Gateway and the Authority agree that the Concession Agreement shall be deemed amended as provided for in Schedule 5. SECTION 10. NO PERSONAL OBLIGATION No obligation, debt, or liability set forth in this Harbor Development Agreement is a personal obligation of any member, trustee, partner, director, officer, official, or shareholder of any Party, or any direct or indirect constituent entity of any Party or any Party?s affiliates or agents. No Party shall seek recourse against any of the foregoing or any of their personal assets for satisfaction of any liability with respect to this Harbor Development Agreement or otherwise. SECTION 11. PAYMENTS 11.1 Payments 11.1.1 On the 15th day of each month during the Project, the Authority shall prepare and distribute to NEO a disbursement request in the Form of (Schedule 7) (?Disbursement Request?) certifying the progress of the Project against the PDWS and the achievement of any Project Milestone to be submitted to the Escrow Agent. 11.1.2 Each Disbursement Request will identify which of the Work elements has been completed and shall certify the accuracy of the specific information contained therein as of the date of each Disbursement Request: whether or not, to the Authority?s actual knowledge, there is an Authority Event of Default; whether or not, to Authority?s actual knowledge, there is a NEO Event of Default; that the Project remains lien free in all respects; if the Project schedule pursuant to the Contract Documents will not reasonably be fulfilled in all material respects, the EPC Contractor, through the Construction Administrator, shall provide an updated and revised construction schedule for the Work demonstrating a recovery plan to ensure Substantial Completion of the Work in accordance with the or PDWS, as such may be extended or amended in accordance with this Agreement; that the budget line items remain in balance and on track with the budget and Budgeted Costs, or include rebalancing/additional funding corrective measures; and that the Authority has not, to the Authority?s actual knowledge, received notice of cancellation of any of the insurance policies required of the EPC Contractor. 11.1.3 The Authority shall, within fifteen (15) days after distribution of a Disbursement Request, provide such Disbursement Request to the Escrow Agent to disburse the full funding amount corresponding to the specified persons identified in the Disbursement Request or such other depository as the Authority shall designate in the Disbursement Request, subject to the provisions of Section 11.2 Currency All disbursements by or to a Party shall be denominated and collected in United States Dollars. SECTION 12. REPRESENTATIONS AND WARRANTIES 12.1 The Authority The Authority hereby represents and warrants, as of the Effective Date, that: 12.1.1 The Authority has the power and authority to enter into this Harbor Development Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by the Authority in accordance with the terms hereof. 12.1.2 This Harbor Development Agreement and the other Project Agreements to which it is a party have been duly executed by the Authority and are legally valid and binding upon the Authority. 12.1.3 No consent is required to be obtained by the Authority from, and no notice or filing is required to be given by the Authority to or made by the Authority with, any Person (including any Relevant Authority) in connection with the execution and delivery by the Authority of this Harbor Development Agreement or the consummation of the transactions contemplated hereby, except for such consents that have been obtained and notices of filings that have been given as of the Effective Date or such other consents that are not required to be obtained as at the Effective Date and are expected to be obtainable following the Effective Date. 12.1.4 The Authority or its designees are or will be the holder of all governmental consents, Permits and other authorizations required to fulfill its obligations as contemplated by this Harbor Development Agreement. 12.1.5 The Authority has or will have all necessary rights in respect of the Site and the Project in order to undertake the activities contemplated herein. 12.1.6 The execution and delivery of this Harbor Development Agreement by the Authority, the consummation of the transactions contemplated hereby and the performance by the Authority of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of the Authority under any Applicable Law, any material agreement, instrument or document to which the Authority is a party or by which it is bound or the enabling legislation, articles, bylaws or governing documents of the Authority. 12.1.7 After making due inquiries, the Authority has no actual knowledge of any proceedings, actions or claims, pending or threatened, against or otherwise involving the Authority that would have a Material Adverse Effect on the Authority's ability to fulfill its respective obligations under this Harbor Development Agreement or the other Project Agreements to which it is a party. 12.2 NEO NEO hereby represents and warrants, as of the Effective Date, that: 12.2.1 It is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of organization and duly qualified to conduct business in the State. 12.2.2 NEO has the power and authority to enter into this Harbor Development Agreement and the NEO Design Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder and thereunder to be done, observed or performed by NEO in accordance with the terms hereof and thereof. 12.2.3 NEO has not incurred and does not intend to incur debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). 12.2.4 This Harbor Development Agreement and the other Project Agreements to which NEO is a party have been duly executed by NEO, are legally valid and binding upon NEO and do not require any further approval or consent or registration in any form in order to give full force and effect thereto. 12.2.5 The execution and delivery of this Harbor Development Agreement by NEO, the consummation of the transactions contemplated hereby and the performance by NEO of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of NEO under any Applicable Law, any material agreement, instrument or document to which NEO is a party or by which it is bound or the articles, bylaws or governing documents of NEO. 12.2.6 No consent is required to be obtained by NEO, and no notice or filing is required to be given by NEO to or made by NEO with, any Person (including any Relevant Authority) in connection with the execution and delivery by NEO of this Harbor Development Agreement or the consummation of the transactions contemplated hereby, except for such consents that have been obtained and notices of filings that have been given as of the Effective Date or such other consents that are not required to be obtained as at the Effective Date and are expected to be obtainable following the Effective Date. 12.2.7 NEO is in material compliance with all Applicable Laws related to its obligations under this Harbor Development Agreement. After making due inquiries, NEO has no actual knowledge of any proceedings, actions or claims, pending or threatened, against or otherwise involving NEO that would have a Material Adverse Effect on ability to fulfill its respective obligations under this Harbor Development Agreement or the other Project Agreements to which it is a party. 12.3 Gateway Gateway hereby represents and warrants, as of the Effective Date, that: 12.3.1 It is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of Gateway?s organization and duly qualified to conduct business in the State. 12.3.2 Gateway has the power and authority to enter into this Harbor Development Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by Gateway in accordance with the terms hereof. 12.3.3 This Harbor Development Agreement and the other Project Agreements to which Gateway is a party have been duly executed by Gateway, are legally valid and binding upon Gateway, and do not require any further approval or consent or registration in any form in order to give full force and effect thereto. 12.3.4 The execution and delivery of this Harbor Development Agreement by Gateway, the consummation of the transactions contemplated hereby and the performance by Gateway of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of Gateway under any Applicable Law, any material agreement, instrument or document to which Gateway is a party or by which it is bound or the articles, bylaws or governing documents of Gateway. 12.3.5 No consent is required to be obtained by Gateway from, and no notice or filing is required to be given by Gateway to or made by Gateway with, any Person (including any Relevant Authority) in connection with the execution and delivery by Gateway of this Harbor Development Agreement or the consummation of the transactions contemplated hereby, except for such consents that have been obtained and notices of filings that have been given as of the Effective Date or such other consents that are not required to be obtained as at the Effective Date and are expected to be obtainable following the Effective Date. 12.3.6 Gateway is in material compliance with all Applicable Laws related to its obligations under this Harbor Development Agreement. There is no action, suit or proceeding, at law or in equity, or before or by any Relevant Authority, pending nor, to the best of Gateway?s knowledge, threatened against Gateway, that would have a Material Adverse Effect on the transactions contemplated by this Harbor Development Agreement or the validity or enforceability of this Harbor Development Agreement. 12.3.7 After making due inquiries, Gateway has no actual knowledge of any proceedings, actions or claims, pending or threatened, against or otherwise involving Gateway that would have a Material Adverse Effect on Gateway?s ability to fulfill its respective obligations under this Harbor Development Agreement and the other Project Agreements to which it is a party. SECTION 13. FORCE MAJEURE 13.1 Force Maieure ?Force Majeure? means war, hostilities (whether war be declared or not), invasion, act of foreign enemies; (ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war; riot, commotion, disorder, strike or lockout by Persons not a Party to this Harbor Development Agreement; (iv) munitions of war, explosive materials, ionizing radiation or contamination by radio? activity, except as may be attributable to the use of such munitions, explosives, radiation or radio- activity by a Party, its Affiliates, Employees or Subcontractors; acts of god (such as extreme weather, tornado, flood, hurricane or natural catastrophes such as earthquake and volcanic activity), in each case only to the extent such event or circumstance is an exceptional event or circumstance; (vi) changes to existing laws, codes or regulations governing construction of the Project that have a material adverse impact on the Project; and, in each case, which is beyond the control ofthe Party seeking to invoke Force Majeure; and which such Party could not reasonably have avoided, prevented or overcome through the exercise of due diligence; and which is not substantially attributable to such Party. Without limiting the generality of the foregoing, for purposes of this Harbor Development Agreement, the term ?Force Majeure? excludes: (A) the Authority?s failure to procure and secure the Permits necessary to complete the Work or additional funds to cover amounts to be funded by the Authority under Sections 8.2 or 8.4, (B) changes in financial markets or market conditions generally, (C) events or circumstances within the conditions required to be designed against or provided for in accordance with this Harbor Development Agreement, (D) the occurrence of any shortages of manpower or supplies; or (E) any delay, default or failure (direct or indirect) in obtaining supplies, or of any Subcontractor or worker performing any work or any other delay, default or failure (financial or otherwise) of a Subcontractor, vendor or supplier, and (F) change orders to the LQRB as a result of design errors or omnssuons. Notwithstanding the above, an event of Force Majeure shall not apply to the failure of the Authority to obtain the Permits, and (ii) the obligation of NEO to make the payments set forth in Section 8.1.3. For clarity, Force Majeure shall in no event apply to the events on Schedule 2 marked ?no? in the column labelled ?Extend for Force Majeure??. 13.2 Notice of Force Majeure If any Party hereto is affected by an event of Force Majeure as defined in Section 13.1, it shall give notice within five (5) Business Days of the occurrence thereof to the other Parties. The affected Party shall likewise immediately notify the other Parties within five (5) Business Days when the event of Force Majeure has ceased. 13.3 Excuse of Performance 13.3.1 Should an event of Force Majeure prevent the total or partial performance of any of the obligations of either Party under this Agreement, then the Party claiming the event of Force Majeure shall be excused from whatever performance is prevented thereby to the extent so affected on a day for day basis (such that the date of such performance shall be extended for each day of the Force Majeure event) and the other Party shall not be entitled to terminate this Agreement except as otherwise provided herein. The Party claiming the event of Force Majeure shall use commercially reasonable efforts to continue to perform its obligations hereunder. 13.3.2 No Party shall claim damages, penalties, interest or any other compensation from any other Party due to the occurrence of an event of Force Majeure. 13.3.3 Should an event of Force Majeure, standing alone, along with the day for day extension set forth in Section 13.3.1 above, render the deadlines of the and/or PDWS impossible or impracticable, then the Parties covenant and agree to attempt to reach a mutually agreeable adjustment thereof pursuant to Section 21. 13.3.4 The foregoing provisions of this Section 13 shall not, however, excuse or release the Party claiming Force Majeure from obligations due or performable, or compliance required, under this Harbor Development Agreement prior to the above?mentioned failures or delays in performance due to the occurrence of Force Majeure or obligations not affected by the event of Force Majeure. Unless this Harbor Development Agreement shall have been terminated pursuant to Section 16, a Party excused from performance by the occurrence of Force Majeure shall continue its performance under this Harbor Development Agreement when the effects of the event of Force Majeure are removed. SECTION 14. NON-ACHIEVEMENT OF PROJECT MILESTONES OR FAILURE OF CONDITION 14.1 Non-Achievement of Project Milestone or Failure of Condition Before the Later of Award and Commencement of Construction Contract or Receipt of Phase 2 Permits In the event that the Authority is unable to achieve any of Items 1 Contract Amendment) through 13 (Construction Commencement) of the prior to the later of Item 12 (Construction Contract Executed by CPA) or (ii) Item 8 (Phase 2 Permits Issued), the later of such events being the ?Rescoping Deadline?, then the Authority shall notify NEO and the Parties shall proceed with project rescoping under Section 2.4. Such non-achievement of any of such Items as set forth in the preceding sentence shall not be an Authority Event of Default. In the event that NEO funds Excess Costs as provided for in Sections 5.2 or 8.4, but subject to the limitations of Sections 2.4 and 5.2.4, then NEO shall have the right, subject to the Authority consent requirements expressly set forth in such sections, to offset the amounts paid by NEO pro-rata against future amounts owed by NEO to the Authority as set forth in Section which amounts are subject to the provisions of Section 15.6. Except as set forth in Section 5.2.4, in no event shall any Authority consent be required with respect to any of the Allowed NEO Funding, (ii) funding in respect of Section or funding by NEO under Sections or 15.2.2 below. In the event that construction and/or the Project is halted by actions of a third party occurring not less than two (2) weeks after the Phase 1 Project construction has commenced, such actions shall be deemed to have occurred before the Rescoping Deadline for the purposes of the Authority timely issuing a project rescoping notice. 14.2 Failure to Achieve Project Milestone After The Later of Award and Commencement of Construction Contracts or Receipt of Phase 2 Permits In the event that the Authority does not achieve an item on the after the Rescoping Deadline (and, in instances of non-achievement arising out of Excess Costs, neither NEO nor the Authority consents to fund any Excess Costs with respect to such item), then, after the expiration of any applicable grace periods under Section 15, the Parties shall meet in person with all required decision makers within ten (10) Business Days and use all diligent commercial efforts to resolve the failure to achieve such Item. Without limiting the foregoing and notwithstanding the right under subsection hereof of NEO to the MAE damages, such non-achievement of an item on the as it applies to both the non-achievement of the date for Phase 1 Substantial Completion (Item 14 of the or delivery of the Phase 2 Project after the Rescoping Deadline, after the expiration of any applicable grace periods under Section 15, shall not be an Authority Event of Default. Upon the expiration of ten (10) Business Days following the Parties? meeting to resolve such failed Item, NEO may, in its commercially reasonable discretion, alternatively: terminate this Harbor Development Agreement and the Sublease Agreement upon written notification to the other Parties, or (ii) waive its right to terminate with respect to such failed Item, provided that any material and adverse economic impact to NEO shall be subject to Section 15.6 and, at election, offset pro?rata against future amounts, if any, owed by NEO to the Authority as set forth in Section 8.1.1(c) which amounts are subject to the limitations as set forth in Section 15.6; provided, further, however, NEO shall not offset any MAE unless and until NEO has provided to the Authority reasonable supporting evidence supporting both the existence of the MAE and quantifying same, and any MAE claim applicable to the non-achievement of the date for Phase 1 Substantial Completion (Item 14 of the after the expiration of any applicable grace periods under Section 15 shall in no event exceed $5 million; and NEO shall further have the right, but not the obligation, to, on behalf of the Authority, make any payments due and payable, whether to the Authority?s EPC Contractor or otherwise; and provide any resource, material, or labor reasonably required to complete the Work in accordance with the and PDWS as as feasible, and to offset pro-rata the same against future amounts owed' by NEO to the Authority as set forth in Section 8.1.1(c) which amounts shall be subject to the limitations of Section 15.6 and, to the extent then applicable, to Sections 2.4, 5.2.4 and 5.2.5. waiver of its right to terminate this Harbor Development Agreement with respect to the Authority?s failure to achieve a Project Milestone or failure to pay unfunded Excess Costs in one instance under this Section 142 should not be construed as a blanket waiver applicable to any future failure by the Authority to achieve a Project Milestone under this Section. Should NEO pursue any remedy set forth in this Section 14.2, NEO will not seek to recover prior funds disbursed pursuant to Section 8.1, and (ii) such amounts shall not exceed the Cap and shall be subject to Sections 2.4, 5.2.4, 8.4 and 15.6. Notwithstanding the foregoing, if the Item not achieved is solely the timely achievement of the Bonus Completion Date set forth in Section 8.1.3, the sole consequence shall be the Authority?s lost opportunity to collect the Bonus Completion Date payment and such non-achievement of the Bonus Completion Date shall not be an Authority Event of Default. In the event that construction is halted by actions of a third party occurring not less than two (2) weeks after the Phase 1 Project construction has commenced, such actions shall be deemed to have occurred before the Rescoping Deadline for the purposes of the Authority timely issuing a project rescoping notice; provided, however, such non-achievement(s) shall not be an Authority Event of Default, and NEO and the Authority shall be subject to the provisions of Section 2.4. 14.3 Effect of Force Majeure. Certain Items are subject to extension for Force Majeure, as defined in Section 13, as indicated on the schedule. For such Items, the applicable deadline shall be extended without penalty for the duration of the applicable Force Majeure event, and the remedies set forth in this Section 14 will not apply until such extension expires. SECTION 15. EVENTS OF REMEDIES 15.1 Default by the Authority A material breach or default with respect to the Authority?s performance of any material obligation under this Harbor Development Agreement and such breach continues uncured for a period of sixty (60) days shall be deemed an event of default by the Authority (an ?Authority Event of Default?). The the non-achievement of Items in the as referenced in Sections 2.4, 5.2, 8.1.4 and 14.1; (ii) the non-achievement of the Regular Delivery Date and/or the date for Phase 1 Substantial Completion (Item 14 of the or the inability of the Authority to fund costs and expenses in excess of the Budgeted Costs as referenced in Sections 5.2 and 8.4, shall not be deemed to be an Authority Event of Default hereunder. 15.2 NEO Remedies for Authority Event of Default 15.2.1 If any Authority Event of Default occurs and has not been cured by the Authority within the sixty (60) day period specified in Section 15.1 above, the Authority shall have an additional five (5) day cure period within which the Authority shall be required to use its reasonable efforts to remedy the applicable Authority Event of Default. 15.2.2 If the Authority does not cure such Authority Event of Default under Section 15.2.1 within such five (5) day period or does not commence and diligently pursue reasonable steps to remedy such Authority Event of Default during such five (5) day period, NEO has the right, but not the obligation, to, subject to the limitations of Sections 2.4, 5.2.4 and 5.2.5, on behalf of the Authority: to make any payments due and payable whether to the EPC Contractor or otherwise; and (ii) provide any resource, material, or labor reasonably required to complete the Work in accordance with the or PDWS as as feasible in light of the Authority Event of Default. In the event that NEO does not undertake to take the above-referenced actions on behalf of the Authority, NEO shall have the right to terminate this Agreement. right under this Section 15.2.2 vests immediately on the next day after the end of the applicable cure period. NEO is not required to provide further notice to the Authority. Subject to the provisions of Sections 2.4, 5.2.4, 5.2.5, 14.1, 14.2 and 15.6 hereof, NEO will after the Authority Event of Default has ceased, calculate and notify the Authority, in writing, of the actual amounts paid or any actual expenses incurred by NEO on behalf ofthe Authority under this Section; provided, however, such costs shall not include any of internal costs or other indirect operating costs. Such amount shall be reimbursed by the Authority to NEO, without interest, within ninety (90) days after written demand therefor. Pursuant to the provisions of Section 14.2 and 14.3, in the event that the Authority does not remit payment, upon demand, within (90) days, NEO may at NEO's sole discretion, apply monies owed by the Authority to future payments NEO may owe the Authority under the Sublease Agreement as referenced in Section provided, however, in no event may NEO recover Expenses or other amounts from the Authority which exceed the Cap. 15.2.3 NEO may exercise any of its other rights and remedies provided for hereunder or at law or equity. 15.3 Default by NEO The occurrence of any of the following events shall be deemed an event of default by NEO (a Event of Default"): 15.3.1 NEO files a petition for bankruptcy, insolvency, or voluntarily commences any proceeding or files any petition seeking liquidation, winding up, reorganization, moratorium, arrangement, composition or other similar relief under Applicable Law; 15.3.2 An involuntary proceeding is commenced or an involuntary petition is filed seeking an adjudication of NEO as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, moratorium, arrangement, composition or other similar relief under Applicable Law in respect of NEO or any substantial part of its property and is not stated or dismissed within 120 days,- 15.3.3 Any representation or warranty of NEO contained in this Harbor Development Agreement or any other document delivered by NEO in connection with this Harbor Development Agreement or the selection process proves to have been false, inaccurate or misleading in any material respect when made, and such breach continues uncured for a continuous period of ninety (90) days; or 15.3.4 NEO commits a material breach or default with respect to its performance of any obligation under this Harbor Development Agreement and such breach continues uncured for a period of sixty (60) days. 15.4 Remedies of the Authority upon NEO Event of Default Upon the occurrence and during the continuance of a NEO Event of Default, the Authority may, by notice to NEO, declare NEO to be in default and may do any or all of the following as the Authority, in its discretion, shall determine: 15.4.1 The Authority may give written notice to NEO requiring NEO to use its reasonable efforts to remedy the NEO Event of Default within a period of time prescribed by the Authority, which shall not exceed ten (10) days in the case of failure to discharge its funding obligation when due, and which shall not exceed sixty (60) days in all other cases, from the receipt of such notice and which shall take into account the nature of the breach. If such NEO Event of Default is not remedied by NEO by the expiration of the specified period, or NEO fails to pursue reasonable steps to remedy such NEO Event of Default by the expiration of the specified period, the Authority shall have the right to terminate this Harbor Development Agreement and Sublease Agreement by notice in writing to NEO and to Gateway, and such termination will be effective as of the date of delivery of such notice; and (ii) waive its right to terminate with respect to such NEO Event of Default, provided that any adverse economic impact to the Authority, including without limitation, any increases to Excess Costs shall be paid by NEO to the Authority. The Authority will after the NEO Event of Default has ceased, calculate and notify NEO, in writing, of the cumulative adverse economic impact of Event of Default to the Authority, including any actual amounts paid or any actual expenses incurred by the Authority on behalf of NEO under this Section; provided, however, such costs shall include the Authority?s reasonable internal costs or other indirect operating costs including without limitation costs incurred by the Authority with respect to the costs related to assistance rendered to the Authority for this Project by each of OPM, DAS and DOT. Such amount shall be reimbursed by NEO to the Authority, without interest within ninety (90) days after written demand therefor or, at the Authority?s sole discretion, be used to offset future amounts owed by the Authority to NEO under this Harbor Development Agreement. 15.4.2 The Authority may exercise any of its other rights and remedies provided for hereunder or at law or equity. The Authority waiver of its right to terminate this Harbor Development Agreement and Sublease Agreement with respect to one NEO Event of Default under this Section 15 should not be construed as a blanket waiver applicable to any future NEO Event of Default under this Section. Notwithstanding anything to the contrary contained herein, following a NEO Event of Default, NEO shall have a sixty (60) day cure period (commencing five (5) days after receipt of written notice of such NEO Event of Default) within which NEO shall be required to use its reasonable efforts to remedy the applicable Event of Default; provided, however, following the expiration of such 60-day period, the Authority?s right under this Section 15 shall vest immediately on the next day after the end of such 60-day period. The Authority is not required to provide further notice to NEO. 15.5 Gateway Defaults and Remedies 15.5.1 The occurrence of any of the following events shall be deemed an event of default by Gateway (3 ?Gateway Event of Default?): (3) a material breach or default by Gateway with respect to its performance under this Agreement and such breach continues uncured for a period of sixty (60) days; and any Concessionaire Event of Default referenced in the Concession Agreement. 15.5.2 Upon the occurrence and continuation of a Gateway Event of Default, the Authority shall have the right to terminate the provisions of this Agreement that relate to Gateway and to require that Gateway cease operations at the Site that impact the Work and any additional or alternative remedy afforded to the Authority upon a Concessionaire Event of Default under the Concession Agreement, consistent with Concession Agreement Section 15.2. 15.5.3 In the event that there is a default in the payment of the Wind Down Costs under Section 9.2.6 of this Agreement, then Gateway shall have the rights and remedies afforded to it under Section 15.4 of the Concession Agreement. 15.6 Limitation on Liability 15.6.1 Notwithstanding any other provision of this Harbor Development Agreement, the Parties acknowledge that it is in their mutual interests to limit their liability to each other, and expressly bargain for and agree that neither Party shall be liable to the other Party under this Harbor Development Agreement for punitive, remote, indirect, special, consequential, expectation, ongoing, future or speculative damages, lost profits or any contingent liability (it being understood that such contingent liability, if it becomes actual, is subject to the exclusions under this Section 15.6). 15.6.2 In all cases, the liability of any Party is limited to its interest in the Site or in any bond, letter of credit, or insurance coverage purchased for the benefit of any Party?s activities, obligations, liabilities, or debts with respect to the Project (collectively, the ?Coverages?), except that to the extent that there exists a gap in insurance coverages required of NEO under the terms of Section 17 below, NEO shall be liable for any Expenses to the Authority not covered by insurance and for which NEO is responsible under the terms of this Agreement in a total aggregate amount not to exceed the (1) amount of the Coverages, plus (2) $20 million. Notwithstanding any other provision of this Agreement, the ability of NEO and Gateway, individually or in the aggregate, to recover Expenses, an MAE, Excess Costs, amounts owed by the Authority pursuant to Section or any other amounts due and owing by the Authority pursuant to this Agreement, the Sublease Agreement, or any of the other agreements and documents entered into in connection therewith (collectively, ?Claims") shall be limited to solely the right of offset against the amounts owed by NEO to the Authority, if any, as set forth in Section and recovery of the Savings allocable to NEO under Section 8.5; and (ii) in no event may NEO and Gateway, individually or in the aggregate, recover Claims against the Authority which exceed (1) an aggregate of $5 million for MAE Claims with respect to the Phase 1 Project; (2) an aggregate of $10 million with respect to the Allowed NEO Funding; and (3) for collectively the Phase 2 Project, the Rescoped Project and the Minimal Scope, in the aggregate, together with the MAE, if any, claimed pursuant to the foregoing subsection for the Phase 1 Project, and together with the Allowed NEO Funding, if any, claimed pursuant to the foregoing subsection an aggregate of $20 million (the in no event may the Authority recover Expenses or any other amounts from NEO and Gateway, in the aggregate, which exceed in the aggregate $20 million. For clarity, the Cap in favor of the Authority shall apply whether the claim(s) arise under Section 5.2.4, 9.2.6, 14.1, 14.2, any other provision hereof, or any combination of such claims. In any event of any permitted transfer or permitted assignment by any Party of all or any portion of its rights and obligations hereunder, such transfer or assignment shall be effected pursuant to a written agreement whereby the transferee is responsible for all applicable obligations or liabilities under this Agreement arising from and after the date of assignment. Nothing in the foregoing shall limit the right of Gateway to make claims for Wind Down Costs in accordance with the provisions of Section 9.2.6. SECTION 16. TERMINATION 16.1 Termination This Harbor Development Agreement may be terminated as follows: By agreement of the Parties in writing; By NEO in its sole discretion in accordance with the provisions of Sections 14.2 of?this Agreement; By NEO, following the occurrence of an Authority Event of Default in accordance with the terms of Section 15.2.2; or. By the Authority, following the occurrence of a NEO Event of Default in accordance with the terms of Section 15.4.1. Any Party seeking to terminate this Harbor Development Agreement before the completion of the Project must notify the other Parties, in writing, of such termination. 16.2 Effect of Termination On the early termination of this Harbor Development Agreement for whatever reason: 16.2.1 This Harbor Development Agreement (except for Sections 17.1, 17.2, and 17.3 that by their terms survive the termination of this Harbor Development Agreement) shall cease to have effect, subject to all rights and obligations of the Parties existing prior to such termination; 16.2.2 NEO will not seek a refund of funding already disbursed, provided, however, that NEO shall be entitled to receive the balance of any funds paid by NEO to Escrow Agent that remain undisbursed by Escrow Agent; 16.2.3 NEO shall have no further obligation to disburse monies to the Authority beyond those funds already disbursed by Escrow Agent; except that if this Harbor Development Agreement is terminated arising from Section 14.2, Escrow Agent shall first pay to the Authority the balance of any DWW Funding Commitment not yet disbursed. 16.2.4 Gateway shall be entitled to the payment of any Wind Down Costs from the Escrow Agent that remain to be paid upon the date of such termination as provided for in this Agreement. Gateway and the Authority shall also have all rights and remedies as may be provided for in the Concession Agreement and the Sublease Agreement. 16.2.5 Any reimbursement payable by the Authority to NEO, on the one hand, or by NEO to the Authority on the other hand, if any, shall be deemed a debt due and payable in Dollars, and shall be paid by the applicable Party, without interest thereon=into one or more bank accounts designated by such Party for such purpose, on or before the date which shall be the later of: the date which shall be ninety (90) days after the date on which this Harbor Development Agreement terminates, and if either Party shall dispute such termination by the other Party, the date which shall be ninety (90) days after a final determination is made in accordance with Section 21 hereof. 16.2.6 If the Authority turns the Site back to Gateway and Gateway reasonably and in good faith affirmatively demonstrates through relevant supporting documentation, as determined by a national or regional third-party independent professional firm with expertise in the engineering, management and construction of port infrastructure, that the condition of the Site is not functionally equivalent in all material respects to the Site as such existed under the Concession Agreement prior to the commencement of the Work hereunder, or other circumstances set forth in Section 5.4(f) exist, then both the Authority or Gateway, in their respective sole discretion, has the option of terminating the Concession Agreement. 16.3 Exclusivity 16.3.1 Except as otherwise expressly provided for herein, including without limitation Section 2.4, NEO shall have exclusive rights to utilize the Site for its offshore wind activities under the terms and conditions set forth in this Harbor Development Agreement and the Sublease Agreement. In periods where NEO is not utilizing the Site, Gateway and NEO will collaborate to remarket the facility to other customers, including other offshore wind developers as further provided for in the Sublease Agreement. Such actions will encompass the following conditions: Gateway and NEO will prioritize remarketing to other offshore wind developers; Gateway and NEO will establish the sublease fee payable from other customers who desire to lease all or a portion of the facilities during a period when NEO is not using the Site as a hub for offshore wind turbine generator purposes (such period, an ?Idle Any sublease fee paid by other customers during an Idle Period will be payable to As set forth in Section 8.1.5 above, sublease fees collected by NEO from other customers in excess of $4 million per year will be shared with the Authority proportional to the Authority Project Capital Costs and the NEO Project Capital Costs incurred by each Party; and Any such remarketing of the use of the State Pier shall be done in consultation and collaboration with the Authority. For the purposes of this Section 16.3.1, during any Active Period NEO shall be deemed to be utilizing the Site, unless any additional use of the Site proposed by the Authority is both compliant with then applicable best industry practices for offshore WTG assembly ports, and (ii) consistent with all contracting and warranty preservation requirements of NEO and its suppliers during such Active Period. 16.3.2 During the Term and while the Project is under construction, the Authority shall with 72 hours prior notice, except in the case of an emergency, have the full right and authority to take any action (or fail to take any action to prevent) that are in the interests of public health and safety, (ii) as are in compliance with Applicable Laws, and as required by Applicable Laws; provided that any interference with the rights of Gateway are limited as set forth in the Concession Agreement. 16.3.3 During the period of construction pursuant to the terms of this Agreement, the Authority shall permit each of NEO and Gateway to enter the Site at such times and as often as may be necessary for purposes of the Work. To the extent that either NEO or Gateway exercises its access rights pursuant to this Section 16.3.3 and subject to Applicable Law, NEO and/or Gateway, as applicable, shall provide the Parties with reasonable prior notice under the circumstances, (ii) agree to schedule such access at a time that is reasonably convenient to the Authority, and in any instance at such time that will minimize interference and will not cause a material and adverse impact on the Work or with any operations then being conducted on the Site, and strictly abide by any safety and operational requirement of the Site at the instruction of the Authority?s agents or employees working at the Site. SECTION 17. INDEMNIFICATION 17.1 Indemnification by the Authority The Authority shall, to the extent allowed by Applicable Law and subject to the provisions of Section 15.6 hereof, indemnify and hold harmless NEO and its Affiliates and the respective directors, officers, agents and employees of NEO and its Affiliates (NEO and each such entity or person, being a Indemnified Person?) and (ii) Gateway and its Affiliates and the respective directors, officers, agents and employees of Gateway and its Affiliates (Gateway and each such entity or person, being a "Gateway Indemnified Person?) from and against all third party personal injury or property losses, claims, damages judgments, assessments, costs, reasonable attorneys? or consultants' fees and other liabilities but excluding any punitive, remote, consequential or speculative damages (collectively, ?Expenses?), whether or not in connection with pending or threatened litigation and whether or not any NEO Indemnified Person or Gateway Indemnified Person is a party, to the proportionate extent arising out of or resulting from the Authority?s performance of the Work; negligence or willful misconduct in relation to this Harbor Development Agreement; or breach of this Harbor Development Agreement or breach of the Sublease Agreement. The indemnity obligations of the Authority set forth herein shall apply to any modification of this Harbor Development Agreement and shall remain in full force and effect regardless of any termination of, or the completion of services under or in connection with this Harbor Development Agreement. 17.2 Indemnification by NEO NEO shall, subject to the provisions of Section 15.6 hereof, indemnify and hold harmless Gateway Indemnified Persons and (ii) the Authority and its Affiliates and the respective directors, officers, officials,:agents and employees of the Authority and its Affiliates (the Authority and each such entity or person, being an ?Authority Indemnified Person?) from and against all Expenses, whether or not in connection with pending or threatened litigation and whether or not any Gateway Indemnified Person or Authority Indemnified Person is a party, to the proportionate extent arising out of or resulting from negligence or willful misconduct in relation to this Harbor Development Agreement; or breach of this Harbor Development Agreement, or breach ofthe Sublease Agreement. The indemnity obligations of NEO set forth herein shall apply to any modification of this Harbor Development Agreement and shall remain in full force and effect regardless of any termination of, or the completion of services under or in connection with this Harbor Development Agreement. 17.3 Indemnification by Gateway Gateway shall, subject to the provisions of Section 15.6 hereof, indemnify and hold harmless NEO Indemnified Persons and (ii) the Authority Indemnified Persons from and against all Expenses, whether or not in connection with pending or threatened litigation and whether or not any NEO Indemnified Person or Authority Indemnified Person is a party, to the proportionate extent arising out of or resulting from Gateway?s negligence or willful misconduct in relation to this Harbor Development Agreement; or breach of this Harbor Development Agreement or breach of the Sublease Agreement. The indemnity obligations of Gateway set forth herein shall apply to any modification of this Harbor Development Agreement and shall remain in full force and effect regardless of any termination of, or the completion of services under or in connection with this Harbor Development Agreement, or breach of the Sublease Agreement. 17.4 Iniured Employees The indemnification obligations under this Section 17 shall apply, without limitation, to all matters involving injured employees of the Authority, NEO or Gateway or any supplier or Subcontractor of any tier, regardless of any provisions of the applicable Workers? Compensation laws, and in particular regardless of the exclusive remedy and/or employees? immunity provisions of those laws, all of which are hereby expressly waived. 17.5 Procedures 17.5.1 If an Indemnified Party receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than an Indemnifying Party and with respect to which an Indemnifying Party is obligated to provide indemnification pursuant to this Harbor Development Agreement, the Indemnified Party shall, within ten (10) Business Days thereafter, give the Indemnifying Party written notice (an ?Indemnification Notice?) thereof which sets forth in reasonable detail such information with respect to such suit, action, claim, proceeding or investigation as the Indemnified Party shall then have, but the failure to give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party except to the extent that the Indemnifying Party shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is sought. 17.5.2 Upon receipt of an Indemnification Notice, the Indemnifying Party shall be entitled at its option and at its cost and expense to assume the defense of such suit, action, claim, proceeding or investigation with respect to which it is called upon to indemnify an Indemnified Party pursuant to this Section 17; provided, however, that the Indemnifying Party notifies the Indemnified Party of its intention to assume such defense within thirty (30) days after the Indemnified Party gives the Indemnifying Party the relevant Indemnification Notice; and (ii) such Party may only assume control of such defense if (A) such Indemnifying Party acknowledges in writing that any Expenses that may be assessed against the Indemnified Party constitutes Expenses for which the Indemnified Party shall be indemnified pursuant to this Agreement and (B) the ad damnum is less than or equal to the amount of Expenses for which the Indemnifying Party is liable under this Agreement. If the Indemnifying Party elects to assume the defense of such suit, action, claim, proceeding or investigation, as the case may be, the Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ its own counsel in any such suit, action, claim, proceeding or investigation, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. 17.5.3 If the Indemnifying Party elects to assume the defense of any suit, action, claim, proceeding or investigation for which it is called upon to indemnify the Indemnified Party pursuant to this Section 17, the Indemnifying Party shall not settle or compromise such suit, action, claim, proceeding or investigation without the prior written consent of the Indemnified Party unless there is no finding or admission of any violation of law by the Indemnified Party, and the sole relief provided is monetary damages covered in full by the indemnity. 17.5.4 The Indemnifying Party agrees to keep the Indemnified Party reasonably informed of the events of any applicable suit, action, claim, proceeding or investigation. If requested by the Indemnifying Party, the Indemnified Party shall co-operate to the extent reasonably requested in the defense or prosecution of any suit, action, claim, proceeding or investigation for which such Indemnifying Party is called upon to indemnify the Indemnified Party pursuant to this Section 17. 17.5.5 The amount of any Expenses indemnifiable pursuant to this Section 17 shall be reduced by the value of any benefit (other than any insurance benefit or proceeds) realized, directly or indirectly, in any jurisdiction by the Indemnified Party as a result of such Expenses; and the amount of any insurance proceeds received by the Indemnified Party in respect of such Expenses. If such proceeds are received by the Indemnified Party following an indemnifying payment in respect of the relevant Expenses, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the lesser of the amount of such proceeds and (ii) the amount of the indemnifying payment made by the Indemnifying Party. 17.5.6 No amount shall be payable by any Indemnifying Party pursuant to this Section 17 in respect of consequential damages, including any loss of profit, revenue or opportunity or punitive damages; provided, however, that an Indemnifying Party may be liable under this Section 17 for all actual payments reasonably made by the other Party to third parties or reasonable out?of?pocket and documented costs or expenses actually suffered or incurred by such other Party in respect of third-party claims. 17.5.7 No Indemnified Party shall be entitled to be indemnified more than once under this Harbor Development Agreement for the same Expense. SECTION 18. INSURANCE 18.1 Authority?s Insurance Requirements 18.1.1 Except as may be otherwise specified in Schedule 6 hereto, the Authority shall obtain and maintain, or cause to be obtained and maintained, in full force and effect, the types and amounts of insurance set forth in Schedule 6 at all times while the Authority or any Subcontractor is performing the Work during the Term of this Agreement. Gateway and NEO shall not unreasonably withold or delay consent to commercially reasonable adjustments to Schedule 6 requested by the Authority. 18.1.2 The Authority shall not act and shall prevent its Subcontractor?s from acting in any manner that would void any ofthe Authority?s Insurances. 18.1.3 On request of NEO and Gateway, the Authority will provide certificates of insurance and additional insured endorsements for any insurance policy required under Schedule 6. 18.1.4 On request of NEO or Gateway, the Authority shall provide copies of any insurance policies to each of NEO and Gateway, as applicable, following a claim or notice of potential claim to which the policy may reasonably be believed to afford coverage to NEO and/or Gateway, as applicable, as an additional insured. 18.1.5 The Authority shall provide at least thirty (30) days prior written notice to NEO and its designees of any cancellation. 18.2 Gateway?s Insurance Requirements Gateway shall obtain and maintain, or cause to be obtained and maintained, in full force and effect, the types and amounts of insurance set forth in the Concession Agreement as it may be modified in the Sublease Agreement. 18.3 Waiver of Subrogation The Parties waive any right of action that they or their insurance carriers might have against each other (including their respective representatives) for any Expense to the extent that such Expense is covered by any insurance policy or policies maintained, or required to be maintained pursuant to this Harbor Development Agreement, and to the extent that such proceeds (which proceeds are free and clear of any interest of third parties) are received by the Party claiming the Expense. If any of the Authority?s applicable insurance policies do not allow the insured to waive the insurer?s rights of subrogation prior to a Expense, the Authority shall cause it to be endorsed with a waiver of subrogation that allows the waivers of subrogation required by this Section 18.3. SECTION 19. SECTION 20. ASSIGNMENTS AND TRANSFERS This Harbor Development Agreement shall be binding upon, and inure to the benefit of, the Authority, NEO, Gateway and their permitted successors and assigns. 20.1 Assignment by NEO NEO may with the prior written consent of the Authority and Gateway, which consents shall not be unreasonably withheld, conditioned or delayed, assign or transfer this Harbor Development Agreement or any other agreement executed in connection with the Project to which it is a party, any of its rights or obligations hereunder, or any of its assets, provided that the assignee expressly assumes all of the NEO obligations under the Project Documents that arise on or after the assignment date and provides written notice of such assignment to Gateway and the Authority; provided, however, NEO shall provide the Authority and Gateway with reasonable supporting evidence showing that such assignee is experienced in the operation of WTG assembly facilities, (ii) financially able to fulfill all of obligations hereunder, and is equal to or greater than NEO in its financial ability to fulfill all of obligations hereunder. Notwithstanding the foregoing, NEO shall have the right without the consent of (but with notice to) the Authority and Gateway to assign or transfer this Harbor Development Agreement and/or the rights and obligations thereunder, to an entity controlled by, under common control with, controlling, or affiliated with NEO. A transfer of or new issue of member interests within NEO shall not be considered an assignment. 20.2 Assignment by the Authority The Authority may with the prior written consent of NEO and Gateway, which consents shall not be unreasonably withheld, conditioned or delayed, assign or transfer this Harbor Development Agreement or any other agreement executed in connection with the Project to which it is a party, or any of its rights or obligations hereunder, or any of its assets, provided that the assignee expressly assumes all of the Authority obligations under the Project Documents that arise on or after the assignment date and provides written notice of such assignment to Gateway and provided, however, the Authority shall provide NEO and Gateway with reasonable supporting evidence showing that such assignee, if such assignee is a private non-governmental entity, is experienced in the operation of WTG assembly facilities, (ii) financially able to fulfill all of the Authority?s obligations hereunder, and is equal to or greater than the Authority in its financial ability to fulfill all of the Authority?s obligations hereunder. Notwithstanding the foregoing, the Authority shall have the right without the consent of (but with notice to) NEO and Gateway to assign or transfer all or a part of its rights and obligations hereunder, to any successor entity or government body which succeeds to its functions, which such successor entity shall be bound by the terms and conditions of this Harbor Development Agreement. The Authority shall use its commercially reasonable efforts to give notice of any such assignment not later than thirty (30) days prior to such assignment. 20.3 Assignment by Gateway Gateway may not assign or transfer this Harbor Development Agreement or any of its rights or obligations hereunder, except with the consent of the Authority in conformance with the rights and conditions to assignment set forth in the Concession Agreement; and (ii) with the consent of NEO, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Gateway shall have the right without the consent of (but with notice to) the Authority and NEO to assign or transfer this Harbor Development Agreement and/or the rights and obligations thereunder, to an entity controlled by, under common control with, controlling, or affiliated with Gateway. A transfer of or new issue of member interests within Gateway shall not be considered an assignment hereunder. SECTION 21. RESOLUTION OF DISPUTES 21.1 Scope Any dispute arising out of, relating to, or in connection with this Harbor Development Agreement, including any question as to whether such dispute is subject to arbitration, shall be resolved as set forth in this Section 21. 21.2 Informal Dispute Resolution Procedures The Parties shall attempt in good faith to resolve such dispute within fifteen (15) days following receipt by the other Party of notice of such dispute. If the Parties are unable to resolve the dispute within such fifteen?day period, and upon notice by either Party to the other, the dispute shall be referred to the Designated Senior Person of each Party. The Designated Senior Persons shall negotiate in good faith to resolve the dispute in the next following ten (10) day period, conferring as often as they deem reasonably necessary. Statements made by representatives of the Parties during the dispute resolution procedures set forth in this Section 21.2 and documents specifically prepared for such dispute resolution procedures shall be considered part of settlement negotiations and shall not be admissible as evidence in any arbitration or other litigation proceeding between the Parties without the mutual consent of the Parties. 21.3 Arbitration If the procedures described in Section 21.2 do not result in resolution of the dispute within an aggregate thirty (30) day period (or as may be extended by mutual agreement following input from a Designated Senior Person from each Party) then The Party seeking resolution of a dispute shall give written notice to the other Party, setting forth the matters in dispute with particularity. If the Parties shall not have resolved such dispute within ten (10) days of written notice of the dispute, then either Party may submit the dispute for non?binding mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association then in effect (the ?Mediation"). Each Party_sha have a senior management officer present during the Mediation. Any finding, award or testimony from such Mediation shall be inadmissible in any Court proceeding or action of the Parties pursuant to Section 21.5. If any dispute is not resolved by Mediation within ten (10) days of initiation of Mediation then the dispute shall be referred to non-binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (the Rules?). Any Party may initiate the arbitration, as provided in the Rules. The place of arbitration shall be Hartford, Connecticut unless the Parties agree otherwise. The arbitral panel shall determine the rights and obligations of the Parties in accordance with the substantive laws of the State and without regard to conflicts of laws principles thereof. Except as agreed by the Parties, the arbitral panel shall have no power to alter or modify any terms or provisions of this Harbor Development Agreement, or to render any award that, by its terms or effects, would alter or modify any term or provision of this Harbor Development Agreement. The arbitral panel shall be composed of three arbitrators who have been licensed to practice law in the State for at least ten (10) years, one to be selected by the Authority, one to be selected by the NEO and with the third to be selected by the first two, unless Gateway is a party to the Arbitration in which case the third is to be selected by Gateway. Once the arbitral panel has been composed, the arbitrators shall act as neutrals and not as party arbitrators, and no Party shall engage in any ex parte communication with any member of the arbitral panel. Each Party shall bear its own attorney fees, expenses, and costs. If the dispute arises under Section 5.4, the award shall specify any delay days caused by an improper Funding Objection Notice. The award shall not include interest. The award shall be in writing and state the reasons upon which it is based. The Federal Arbitration Act, 9 U.S.C. 1 et seq., shall govern any arbitration conducted pursuant to this Section 21.2. Any finding, award or testimony from such arbitration shall be inadmissible in any court proceeding or action of the Parties pursuant to Section 21.5. 21.4 Submission to Jurisdiction and Jury Waiver EACH PARTY (A) SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF CONNECTICUT IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND (B) WAIVES ANY CLAIM OF INCONVENIENT FORUM OR OTHER CHALLENGE TO VENUE IN SUCH COURT IN ANY SUCH ACTION OR PROCEEDING. EACH PARTYAGREES TOACCEPTSERVICE OFANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 24.1, PROVIDED THAT NOTHING IN THIS SECTION 21.4 SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAW. PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD. 21.5 Provisional Remedies No Party shall be precluded from initiating a proceeding in a court of competent jurisdiction for the purpose of obtaining any emergency or provisional remedy to protect its rights that may be necessary and that is not otherwise available under this Harbor Development Agreement, including temporary and preliminary injunctive relief and restraining orders and the appointment of a receiver or receiver and manager in connection with the collection and retention of any income, costs or expenses provided for in this Agreement. SECTION 22. GOVERNING SUBMISSION TO JURISDICTION The rights and obligations of the Parties under or pursuant to this Harbor Development Agreement shall be governed by and construed in accordance with the laws of the State, without giving effect to any provision that would result in the application of the laws of another jurisdiction. Without prejudice to the provisions of Section 21, each Party hereby irrevocably and unconditionally submits, for itself and its property, to the sole and exclusive jurisdiction of the state and federal courts within the State and any appellate court from any thereof, in any legal action, suit or proceeding arising out of or relating to this Harbor Development Agreement. SECTION 23. MISCELLANEOUS 23.1 Entire Agreement This Harbor Development Agreement and the other Project Agreements constitute the entire agreement between the Parties in relation to the subject matter hereof and supersede any or all previous agreements or arrangements, whether oral or written, among the Parties in respect of the subject matter hereof. 23.2 Confidentiality Each Party shall, to the extent allowed by Applicable Law, keep in confidence all drawings, records, data, books, reports, documents and information, whether technical, commercial or financial in nature, supplied to it by or on behalf of another Party relating to the Project that are designated as confidential by the applicable Party and shall, to the extent allowed by Applicable Law, not disclose the same in any manner other than for the purpose of raising financing for the Project (whether by way of debt or equity), for the purpose of performing its obligations hereunder, or as it may necessarily be required to disclose pursuant to Applicable Laws or orders of appropriate Relevant Authorities. The provisions of this Section 23.2 shall, for the avoidance of doubt, supersede all confidentiality provisions contained in any prior agreement between the Parties. 23.3 Variations in Writing Any and all additions, amendments and variations to this Harbor Development Agreement shall be binding only if in writing and signed by Duly Authorized Signatories of each ofthe Parties. 23.4 Time and Indulgence 23.4.1 No waiver by either Party of any default by the other in the performance of any of the provisions of this Harbor Development Agreement: shall operate or be construed as a waiver of any other or further default whether of a like or different character; or shall be effective unless in writing by a Party?s Duly Authorized Signatory. 23.4.2 The failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Harbor Development Agreement or time or other indulgence granted by one Party to the other shall not thereby act as a waiver of such breach or acceptance of any variation. 23.4.3 Any time or other indulgence allowed by one Party to the other in which to perform its duties and obligations hereunder or to remedy any breach hereof shall not be, and shall not be construed as, a waiver by the Party giving such time or indulgence of any of its rights hereunder. Any such time or indulgence or waiver may be on and subject to such terms and conditions as the Party giving it may specify and shall be without prejudice to that Party?s then accrued rights except to the extent expressly varied in such time, indulgence or waiver. 23.5 No Third Party Beneficiaries This Harbor Development Agreement is made exclusively for the benefit of the Parties and no third party shall have any rights hereunder or be deemed to be a beneficiary hereof, except as may be expressly provided herein. 23.6 Severability If any provision of this Harbor Development Agreement is or becomes wholly or partly invalid, illegal, or unenforceable: the validity, legality and enforceability of the remaining provisions shall continue in force unaffected; and the Parties shall meet as soon as possible and negotiate in good faith upon a replacement provision that is legally valid and that as nearly as possible achieves the objectives of this Harbor Development Agreement and produces an equivalent economic effect. A replacement provision shall apply as of the date that the replaced provision has become invalid, illegal or unenforceable. If the Parties cannot reach agreement in good faith, any Party may invoke the dispute resolution procedure of Section 21 hereof. 23.7 No Sovereign Immunity To the extent applicable and to the extent allowed by Applicable Law, the Authority waives sovereign immunity and consents to any claim, action, or arbitration brought or initiated by a Party to this Harbor Development Agreement to enforce any debt, liability, or obligation accruing to the Authority as a result of the obligations set forth herein. SECTION 24. NOTICES 24.1 Address for Notices Any notice or communication to be given under or in connection with this Harbor Development Agreement shall be given in writing and shall either be delivered personally or sent by registered mail or internationally recognized overnight courier, or by email with proof of delivery. The addresses for service of the Parties shall be those provided below, or such other address as any Party may notify in writing to the other Parties for this purpose. To NEO: c/o Orsted North America, Inc. 100 International Place 100 Oliver Street, Suite 2610 Boston, MA 02110 Attn: Charles R. Scott with copies to: Eversource Energy Service Company 56 Prospect Street Hartford, CT 06103 Attn: Wind Project Director Eversource Energy Service Company 800 Boylston Street, 17th Floor Boston, MA 02199 Attn: Deputy General Counsel Orsted Kraftvaerksvej 53 DK-7000 Fredericia Denmark Attn: General Counsel Anders Zoega Hansen Pierce Atwood, LLP 100 Summer Street Boston, MA 02110 Attn: Richard S. Novak, Esq. to Gateway Enstructure New Haven Holdings LLC 400 Waterfront Street New Haven, CT 06512 with copies to: Enstructure LLC 16 Laurel Avenue, Suite 300 Wellesley, MA 02481 Phelps Dunbar, LLP. 365 Canal Street, Suite 2000 New Orleans, LA 70130?6534 Attn: James A. Stuckey, Esq. To the Authority: Connecticut Port Authority 455 Boston Post Road, Suite 204 Old Saybrook, CT 06475 Attn: Executive Director with copies to: Robinson Cole LLP 280 Trumbull Street Hartford, CT 06103 Attn: Glenn A. Santoro, Esq. Director of Legal Affairs Office of the Secretary State of Connecticut Office of Policy and Management 450 Capitol Avenue Hartford, CT 06106-1379 Legal Director Office of Legal Affairs, Policy Procurement Department of Administrative Services 450 Columbus Boulevard, Suite 1307 Hartford, CT 06103 24.2 Deemed Service A notice shall be deemed to have been duly serviced as follows: if personally delivered, at the time of receiving; if sent by registered mail, on the third Business Day following the date of posting; if sent by internationally recognized overnight courier, upon receipt of confirmation of delivery, and if sent by email upon proof ofdelivery. In providing such service it shall be sufficient to prove that personal delivery was made or that the letter was properly addressed and dispatched. 24.3 Change of Address Either Party may change a nominated address to another address by prior notice to the other Party. 24.4 Counterparts; Facsimile Execution This Harbor Development Agreement may be executed in any number of counterparts which, taken together, shall constitute one and the same agreement. This Harbor Development Agreement shall be effective when it has been executed by each Party and delivered to all Parties. To evidence the fact that it has executed this Harbor Development Agreement, a Party may send a copy of its executed counterpart by electronic transmission. Such Party shall be deemed to have executed and delivered this Harbor Development Agreement on the date it sent such electronic transmission. In such event, such Party shall forthwith deliver an original counterpart ofthis Harbor Development Agreement executed by such Party. SECTION 25. JOINT PREPARATION All Parties have participated equally and freely in negotiating and drafting this Harbor Development Agreement, with the advice of legal counsel selected by it. The Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Harbor Development Agreement. SECTION 26. CONTRACTING REQUIREMENTS In accordance with the operating procedures of the Authority, Gateway and NEO shall comply with the applicable procurement and contracting requirements as set forth on Schedule 8 attached hereto. Such requirements shall not apply to any actions taken in accordance with the provisions of Sections 4.1.3 and 4.1.4 with respect to the Designer and the Design Agreement. NATU RE PAG IN WITNESS WHEREOF, this Harbor Development Agreement has been executed by duly authorized representatives of the Parties hereto as of the day, month and year first above written. Gateway New London LLC By: a Name: ?1me Title: pum?u; North East Offshore LLC Authorized Person I, Authorized ?eryson Connecticut Port Authority Title: Chairperson ?10003) .b ANNEXES Definitions Scope of Work Concession Agreement Form of Sublease Agreement Form of Escrow Agreement SCHEDULES The Site Project Conditions and Milestone Performance Dates (PCM PD) Minimal Scope PDWS (Project Delivery and Work Schedule) Budgeted Costs Amendments to Concession Agreement Authority insurance Form of Disbursement Request CPA Contracting Requirements Exhibits to Schedule 8 A- SEEC Form Affidavit re: Nondiscrimination Affidavit re: Consulting Fees D- Contractor?s Certification re: Gifts Chairperson?s Certification re: Gifts F- CH R0 Notification to Bidders 6- Iran Certification Form Affirmation of Receipt of Ethics Summary ANNEXA DEFINITIONS has the meaning given to that term in Section 21.3; Rules? has the meaning given to that term in Section 21.3; ?Active Period? has the meaning given to that term in the Sublease Agreement; "Additional La nd? Means the Abutter Parcels referenced in Schedule 2; ?Affiliate? means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; and provided, further, that an Affiliate of any Person shall also include any Person that directly or indirectly owns more than fifty percent of any class of capital stock or other equity interest of such Person, any officer, director, trustee or beneficiary of such Person, any spouse, parent, sibling or descendant of any natural Person described in paragraphs or above, and any trust for the benefit of any Person described in paragraphs through above or for the benefit of any spouse, issue or lineal descendant of any Person described in paragraphs through above; "Agreement? has the meaning given to that term in the preamble; ?Allowed NEO Funding? has the meaning given to that term in Section 5.2.4; ?Applicable Law? means any international, national, United States, State, municipal or other local statute, treaty, regulation, resolution, rule, ordinance, opinion, enactment, judgment, decision, award, order, Code, decree, directive, requirement, any common or customary law, constitutional law or other governmental restriction (including any Regulatory Approval) applicable to the Parties, the Project, the Port Facilities, the Port Services, the Site or any of the transactions contemplated hereby, and any form or decision of or determination by or interpretation of any of the foregoing by any Relevant Authority, now or hereafter in effect, in each case as amended, re-enacted or replaced; ?Authority? means the Connecticut Port Authority and its successors and permitted assigns; ?Authority Event of Default? has the meaning given to that term in Section 15.1; ?Authority Indemnified Party" means each of the Authority and the State, and their respective representatives, directors, officers, agents, employees, attorneys and subcontractors; ?Authority Project Capital Costs? means the actual monies paid by the Authority to fulfill its Budgeted Costs funding obligation for the Project pursuant to Section 8 of this Harbor Development Agreement; "Bonus Completion Date? has the meaning given to that term in Section ?Budgeted Costs? means all reasonable costs associated with Project permitting, engineering and design, third party reviews, environmental remediation, Haz?Mat abatement, title work and/or title insurance related to the Site, environmental studies to be performed with respect to the Site by the Authority and/or the State, third party escrow fees, demolition, construction, construction administration, contingency and other costs directly related to the Work as outlined in Schedule 4 including material and inspection costs, reasonable costs internal or otherwise of State Agency personnel and contingency, any and all costs associated with the NECR Lease to be paid by the Authority as well as lease/rental obligations to be paid pursuant to the NECR Lease, Gateway Wind Down Costs, insurance related premiums and related deductibles to be paid by the Authority as required pursuant to Schedule 6, and any and all costs associated with the Project paid by or to be paid by the Authority to its consultants or advisors with respect to the Project; provided, however, in no event shall the aggregate of all of such costs exceed $157 million. In no event shall Budgeted Costs include legal fees or expenses of any party in connection with the negotiation and execution of this Harbor Development Agreement; ?Business Day? means a day (other than a Saturday or Sunday) on which the offices of the government of the State are open for business; ?Cap? has the meaning given to that term in Section 15.6.2; ?Claims? has the meaning given to that term in Section 15.6.2; means Construction Manager at Risk. "Code? means Internal Revenue Code; II ?Concession Agreement means the agreement entered into on January 7, 2019, which is attached as Annex C, as it may be amended from time to time, by and between the Authority and Gateway, conferring certain rights and obligations upon Gateway for the administration of the Port Facilities and to provide Port Services; "Concessionaire" means Gateway as the as the Concessionaire under the Concession Agreement; ?Condition Failure Notice? has the meaning given to that term in Section 2.4; ?Construction Administrator? has the meaning given to that term in Section 5.5; ?Contract Documents? has the meaning given to that term in Section 5.5; ?Coverages? has the meaning given to that term in Section 15.6.2; Excess Cost Repayment? has the meaning given to that term in Section 8.4.4; Funding Action? has the meaning given to that term in Section 8.2; ?Cross Sound Ferry? means the ferry services operated by Cross Sound Ferry Services, Inc. located at 2 Ferry St., New London, ?Default? means any event, circumstance or condition that constitutes an Event of Default or which, upon notice, lapse of time or any combination thereof, would become an Event of Default; ?Design Agreement? has the meaning given to that term in Section 4.1.3; "Designer? has the meaning given to that term in Section 4.1.3; ?Designated Senior Person? means an individual, as designated from time to time by each Party, with the appropriate level of oversight and authority for the purposes of Section 21; ?Disbursement Request" has the meaning given to that term in Section 11.1.1; ?Discriminatory Change in Law" means any change in Applicable Law enacted (or which comes into force) after the Effective Date by the State or the Authority or their agencies or instrumentalities, the terms of which have a Material Adverse Effect on the Project; ?Dollars?, means the lawful currency from time to time of the United States of America; "Duly Authorized Signatory? means an individual, as designated from time to time by each Party, with the requisite authority to bind the Party to certain actions and obligations as set forth in this Harbor Development Agreement; means Deepwater Wind, predecessor through merger, of Funding Commitment? means the $15 million and $7.5 million previously described by DWW in its Connecticut Clean Energy RFP response and its Connecticut Zero Carbon RFP response, respectively, for an aggregate amount of $22.5 million; ?Effective Date? has the meaning given to that term in Section 2.1; ?Employee? means a person employed by a Party to this Harbor Development Agreement or assignee thereof in connection with the Project; ?Encumbrance? means any mortgage, pledge, charge, assignment, hypothecation, lien (statutory or other), security interest, deposit arrangement, encumbrance, right of set-off, trust arrangement, option, counterclaim, preference, priority agreement or any other equity or preferential arrangement of any kind or nature whatsoever (including any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy, any conditional sale or other title retention agreement and any lease having substantially the same economic effect as any of the foregoing) or any agreement or arrangement to create any of them; Contractor? means the general contractor obtained through a Design/Bid/Build delivery method or a CMR pursuant to Applicable Law to complete the Work on behalf of the Authority; ?Escrow Agent? means Webster Bank; "Escrow Agreement" means the agreement by and among the Authority, NEO and the Escrow Agent, the form of which is attached hereto as Annex ?Event of Default? means a material breach of this Agreement caused by or resulting from the actions or inactions of a Party to this Agreement; "Excess Bid Costs Shortfall Notice? has the meaning given to that term in Section 5.2.4; ?Excess Costs? has the meaning given to that term in Section 7.2; ?Execution Date? has the meaning given to that term in the Preamble; ?Existing Customers? has the meaning given to that term in Section 9.2.3; "Expenses? has the meaning given to that term in Section 17.1; "Final Acceptance? shall have the meaning given the term in Section 5.5; "Force Majeure? has the meaning given to that term in Section 13.1; "Gateway? means Gateway New London LLC, its successors or assigns; ?Gateway Fixed Payments? means "Annual Fixed Fee? as defined in the Concession Agreement; ?Gateway Gross Revenues? means "Gross Revenues? as defined in the Concession Agreement; ?Gateway Event of Default" has the meaning given to that term in Section 15.5.1; ?Gateway Minimum Variable Payments? means ?Variable Fee? as defined in the Concession Agreement; ?Good Industry Practice? means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator adhering to internationally recognized good practices prevailing at the relevant time and seeking in good faith to comply with its contractual obligations, the Port Standards (as defined in the Concession Agreement) and all other Applicable Laws; ?Harbor Development Agreement? has the meaning given to that term in the Preamble; "Hazardous Substance? means any radioactive materials, asbestos?containing materials, urea formaldehyde foam insulation, biphenyls, petroleum and petroleum byproducts and derivatives and radon gas, or any other chemical, material, substance, waste, pollutant or contaminant that is capable of causing damage, harm or disruption to the Environment or is prohibited, limited or regulated by or pursuant to any Environmental Law; "Host New London Agreement? has the meaning given to that term in Section "Idle Period? has the meaning given to that term in Section 16.3.1; ?Indemnification Notice? means a notice referred to in Section 17.5.1; "Indemnified Party" means the Party to be indemnified pursuant to Sections 17.1 to 17.3, as applicable; "Indemnifying Party" means the Party providing indemnification pursuant to Sections 17.1 to 17.3, as applicable; "Insurance Requirements? means the obligations set forth in Section 18 with respect to the Site, the Work, the Port Facilities and the Port Services, including required insurance, obligations with respect to the payment of premiums and rights and obligations with respect to the payment of losses under insurance policies; Chairperson? has the meaning given to that term in Section 3.4; "Joint Technical Committee? has the meaning given to that term in Section 3; II LQR has the meaning given to that term in Section 5.2.3; ?Material Adverse Effect? means a material adverse effect on the business, financial condition or the rights of any Party under this Harbor Development Agreement; provided, however, that no effect arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination, to constitute or contribute to a Material Adverse Effect: general economic conditions or changes therein; financial, banking, currency or capital markets fluctuations or conditions (whether in the United States, any of its territories or any international market and including changes in interest rates); conditions affecting all of the real estate, financial services, construction or marine port industries; any existing event, occurrence or circumstance of which all Parties have knowledge as of the Effective Date; any action, omission, change, effect, circumstance or condition contemplated by this Harbor Development Agreement or attributable to the execution, performance or announcement of this Harbor Development Agreement or the transactions contemplated hereby, with the exception of litigation related to the execution or delivery of this Harbor Development Agreement; any negligence, intentional misconduct or bad faith of a Party or its representatives; any changes in industry standards, technology, available materials or resources; or the adoption of any Applicable Law by any Relevant Authority after the Effective Date, or any change in any Applicable Law or in the interpretation or application thereof by any Relevant Authority after the Effective Date; ?Mediation? has the meaning given to that term in Section "Minimal Scope? has the meaning given to that term in Section 2.4; Lease? has the meaning given to that term in Section 2.4; MN EON means North East Offshore LLC, or its Affiliate; Event of Default? has the meaning given to that term in Section 15.3; Project Capital Costs" means the actual monies, excluding the DWW Funding Commitment, paid by NEO to fulfill its Budgeted Costs funding obligation for the Project pursuant to Section 8 of this Harbor Development Agreement; "New London State Pier Facility? means the Port Facilities located at the Site; "Notice of Completion? has the meaning given to that term in Section 5.3; "Party? or ?Parties? means the Authority, NEO, or Gateway, as individually or collectively referenced; means the Project Conditions and Milestone Performance Date Schedule and attached as Schedule 2; has the meaning given to that term in Section 4.1.1 and attached as Schedule 3; "Pe rm it? means all permits, approvals, licenses, authorizations, certifications, filings, recordings or other approval, including without limitation zoning, land use, building, environmental, construction and operating permits that are required to be obtained or maintained or otherwise necessary in any activity related to the Port Facilities and performance of the Work; ?Person" means any individual, partnership, corporation, company, business organization, trust, governmental agency or other entity; II "Phase 1 Project means the Phase 1 Work as more fully described on Annex B, Appendix A, the Substantial Completion of which shall be no later than December 31, 2021; ?Phase 2 Project means the Phase 2 Work as more fully described on Annex B, the Substantial Completion of which shall be no later than August 31, 2022; ?Port Facilities? means the reclamation, piers, docks, wharves, terminals, buildings, structures, storage areas, roads, railways, machinery, apparatus and like facilities intended to form or forming part of the works designed, built, constructed, located, maintained, operated and/or improved at the Site, including all supporting infrastructure, Cranes, Fixtures and Fittings and Movable Property incidental thereto or necessary or useful for the provision of the Port Services at the Site, as the same may be altered or added to from time to time in accordance with the Concession Agreement; "Port Services" means: the services, responsibilities and other obligations of the Concessionaire specified in Annex (Port Services) of the Concession Agreement, all other services, responsibilities and other obligations of the Concessionaire as is provided elsewhere in the Concession Agreement, such other business, activities, facilities and services as may be necessary or incidental to the provision of the foregoing or otherwise ordinarily provided from time to time at marine terminal facilities and such other business, activities, facilities and services as the Concessionaire may be permitted or required to provide from time to time in accordance with Sections 8.3, 8.5 or any other provision of the Concession Agreement, or pursuant to the Port Standards, Applicable Laws or Good Industry Practice; roject" has the meaning given to that term in the Recitals; ?Project Agreement? means this Harbor Development Agreement, the Concession Agreement, the Sublease Agreement, and each other agreement or instrument initialed or otherwise designated in writing as a ?Project Agreement? to which either the Authority, NEO, or Gateway is a party and which further effectuates the bargained-for value of this Harbor Development Agreement; ?Project Documents? has the meaning given to that term in Section 1.5; ?Project Milestone? means the date by which a critical Project activity is completed, as identified in the collectively Project Milestones; ?Redevelopment? shall have the meaning given to the term in Section 9.2.3; "Regular Delivery Date? has the meaning given to that term in Section 8.1.4; l" "Regulatory Approva means, collectively, all licenses, permits, approvals, orders, authorizations, registrations, filings or consents required by Relevant Authorities, the Authority, Applicable Laws, the Port Standards, Good Industry Practice or generally accepted practices with respect to the administration, management, operation, improvement and maintenance of, and the provision of Port Services at, the Site and the Port Facilities; ?Release" means any spilling, leaking, pumping, pouring, emitting, discharging, escaping, leaching, dumping, disposing, dispersing, injecting, depositing, emanating or migrating of any Hazardous Substance in, into, onto, or through the Environment or within any building, structure, facility or fixture; "Releva nt Authority? means any United States Federal, State, local, municipal or other public authority, body, agency, ministry, department, commission, instrumentality, court, tribunal, judicial or arbitral body or other Person having jurisdiction over or with respect to any Party, the Port Facilities, the Port Services, the Site or the Project, including without limitation the U.S. Coast Guard and any other branch of the military services of the State or the United States; ?Remainder? has the meaning given to that term in Section ?Resco ped Project? has the meaning given to that term in Section 2.4; "Rescoping Deadline? has the meaning given to that term in Section 14.1; ?Savings? has the meaning given to that term in Section 8.5; ?Site" means the land, spaces and surfaces described in Schedule 1 (Description of the Site), and shall include, when acquired by the Authority, whether by lease or in fee, the Additional Land; "State? means the State of Connecticut; ?Subcontract? means any other subcontract, purchase order or similar agreement with any Subcontractor; ?Subcontractor? means any Person with whom the Authority or Gateway has entered into a contract or subcontract to perform services or to provide any materials, equipment, supplies or other goods to or on behalf of the itself in connection with the Project (and any other Person with whom any Subcontractor has further entered into such a contract or subcontract); ?Sublease Agreement? means that agreement by and between Gateway, the Authority and NEO setting forth the terms and conditions of Gateway?s sublease and the Authority?s sublease to NEO at the Site, the form of which is attached as Annex to this Agreement; "Substantial Completion? has the meaning given to that term in Section 5.5; "Tax? or ?Taxes? means any present or future net income, alternative or add?on minimum tax, gross income, gross receipts, value added, sales, use, advalorem, payments in lieu of taxes, franchise, capital, paid-up capital, profits, greenmail, licenses, withholding, payroll, employment, excise, severance, stamp, occupation, premium, real or personal property, environmental or windfall property tax, customs duty or other tax, fee, duty or other like assessment or charge of any kind whatsoever (including notarization and registrations fees, royalties, bonuses, rentals and other state charges) together with any interest or any penalty, addition to tax or additional amount imposed, levied or charged by an Relevant Authority, but excluding for the avoidance of doubt, any fee paid under the Concession Agreement; "Te rm? has the meaning given to that term in Section 2.1; ?Termination Date" means the date on which this Harbor Development Agreement terminates in accordance with Section 16.1; "Va ria nce? has the meaning given to that term in Section ?Wind Down Costs? has the meaning given to that term in Section 9.2.2; "Work" has the meaning given to that term in Section 4.1.1; and II WTG II has the meaning given to that term in the Recitals. (C) ANNEXA RULES OF INTERPRETATION An ?amendment? includes any modification, supplement, novation or re-enactment (and ?amended? is to be construed accordingly); "assets? includes present and future properties, revenues and rights of every description whether real, personal or mixed, and whether tangible or intangible; an ?authorization? includes an authorization, consent, approval, order, resolution, permit, notice, license, exemption, filing, registration and notarization; ?control? means, with respect to a Person, the possession, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (and the terms "controlled by" and ?under common control with" shall have correlative meanings); and an "instrument? includes any written document. A Section, Clause, Recital, Schedule, Exhibit, Part or paragraph is, subject to any contrary indication, a reference to a section, clause, recital, schedule, exhibit, part or paragraph of the agreement or document in which such reference appears. A reference to any Party or Person includes its successors and its permitted transferees and assigns. Unless otherwise specified, a time of day is a reference to New London, Connecticut time. Unless the contrary intention appears, a term defined or construed in any communication or document made or delivered under or in connection with this Harbor Development Agreement has the same meaning when used in any other such communication or document and vice versa. Unless the context otherwise requires, reference to the singular includes a reference to the plural and vice versa and reference to the masculine includes a reference to the feminine and neuter. Unless the context otherwise requires, any reference to an agreement, document or other instrument shall be a reference to the same including all schedules, exhibits, annexes and other attachments thereto, and in each case as amended, novated, supplemented and in effect from time to time, and any reference to any Regulatory Approval or other Applicable Law includes references to the same as amended, novated, supplemented, re?enacted or applied (before or after the signature of the agreement, document or instrument in which such reference is made). (I) (0) Unless the contrary intention appears, the term "including Include? or "includes" shall be deemed to be followed by the phrase "but not limited to?, and the term "material? and "materially" shall be deemed to be followed by the phrase ?in the reasonable opinion of the relevant Pa rty?. A document is in ?agreed form? if it is in the form initialed for the purposes of identification as such by the Parties. The index to and the headings in any agreement or document are for convenience only and are to be ignored in construing such agreement or document. The annexes, schedules, appendices or exhibits attached to an agreement are an integral part of that agreement. Except as otherwise expressly provided, where the day on or by which a payment is due to be made is not a Business Day, that payment shall be made on or by the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not one). If the due date of such payment is extended, interest, fees and charges (if any) thereon shall continue to accrue for the period from the due date that is not a Business Day to that next succeeding Business Day. An approval by the Authority is not "unreasonably withheld or delayed" if such approval requires action by another Relevant Authority whose processes or procedures delay approval by the Authority. Unless specified otherwise, any approval that is required or permitted under this Harbor Development Agreement must be in writing (unless waived in writing by the other Party), and unless otherwise provided in this Harbor Development Agreement, such an approval shall not be unreasonably or arbitrarily withheld or conditioned. The word ?discretion? with respect to any Person means the sole and absolute discretion of such Person. HDA Annex New London State Pier Basis of Design Prepared for: North East Offshore LLC One International Place 100 Oliver Street, Suite 2610 Boston, MA 02110 January 28, 2020 Prepared by: l1 n1 v.3 l1 0 North East Offshore LLC Revision Record New London State Pier Structural Basis of Design Issue Date Issued Purpose of Issue and Amendments Prepared By Reviewed By 000 10/02/19 Draft - Issued for Review Chalmers M.Trowbr1dge A. Pearson S. Iessup 001 10/14/2019 Revl Geotechnical Input Added K. Perez S. Jessup 002 1/28/2020 Rev2 Installation Berth Relocation C. Chalmers S. Iessup Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design Table of Contents 1. Introduction 1 1.1. Background 1 1.2. Site Description and Location 1 1.3. Project Description 4 1.3.1. Uplands 4 1.3.2. Northeast Bulkhead 4 1.3.3. State Pier and CVRR Pier 5 2. Datums and Units 6 3. Codes, Standards, and References 7 3.1. Codes Standards 7 3.2. References 8 4. Existing Site Conditions 10 4.1. Northeast Bulkhead 10 4.2. Northwest Bulkhead 11 4.3. Central Wharf (area between the piers) 11 4.4. State Pier 12 4.5. CVRR Pier 14 4.6. Berthing Dolphins 15 4.7. Installation Vessel Berth Pocket 15 4.8. Functional Requirements 17 5. Operational Criteria 18 6. Environmental Criteria 19 6.1. Tides 19 6.2. Extreme Water Levels and FEMA Flood Levels 19 6.3. Wind 20 6.4. Current 22 6.5. Wave 25 6.6. Scour 26 6.7. Snow 26 6.8. River Ice (to be confirmed) 26 6.9. Earthquake Design 26 6.10. Frost Depth 26 7. Geotechnical and Surveys 27 7.1. Geotechnical 27 7.1.1. Regional Geology 27 7.1.2. Recent Subsurface Explorations 27 Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 7.1.3. Previous SubsurfaceExplora tions 28 7.1.4. Subsurface Conditions 28 7.1.5. Groundwater 29 7.1.6. Lateral Soil Loads 29 7.1.7. Bearing Capacity 29 7.1.8. Settlement 29 7.1.9. Pile Capacity 30 7.2. Bathymetric Surveys 30 7.3. Topographical and Boundary Surveys 30 8. Structural 31 8.1. Design Vessels 31 8.1.1. Delivery Vessel 31 8.1.2. Installation Vessel 31 8.2. Marine Structures Design Criteria 33 8.2.1. Risk Category 33 8.2.2. Design Life 33 8.2.3. Deck Elevation 33 8.2.4. Loads 33 8.2.5. Load Combinations 35 8.2.6. Serviceability 36 8.2.7. Material Properties 36 8.2.8. Corrosion Rates 36 9. Civil 37 9.1. Design Parameters 37 9.1.1. Stormwater Design 37 9.1.2. Roadway Design 37 9.1.3. Parking 37 9.1.4. Site Grading Design 37 9.1.5. Erosion and Sediment Control Design 38 9.1.6. Fire Protection 38 9.1.7. Potable Water 38 9.1.8. Sanitary Sewer 38 9.1.9. Demolition 38 9.1.10. Railroads 39 9.1.11. Landscaping 39 9.1.12. Signage 39 10. Electrical 40 10.1. Design Requirements 40 10.2. Design Parameters 40 Moffatt Nichol Job #10630 - January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 10.2.1. Demolition 40 10.2.2. General Site Layout and Distribution 40 10.2.3. Nacelle Area Power 41 10.2.4. Warehouse and Office [Welfare Power 41 10.2.5. Main Office Area Power 41 10.2.6. Vessel Loading Area Power 42 10.2.7. Vessel Loading, Shore Power (Cold Ironing) 42 10.2.8. High Mast Lighting Distribution Area 42 10.2.9. Miscellaneous Power Needs 43 10.2.10.Site Communications 43 Appendices Appendix A: Project Phasing Appendix B: Vessel Data Appendix C: Preliminary Structural Drawings Moffatt Nichol Job #10630 - January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design Tables Table 7?1: Table 7?2: Table 8?1: Table 9-2: Figures Figure 1?1: Figure 1-2: Figure 1-3: Figure 4-1: Figure 4?2: Figure 4-3: Figure 4-4: Figure 4-5: Figure 4-6: Figure 4-7: Figure 7?1: Figure 7?2: Figure 7?3: Figure 7?4: Figure 7-5: Figure 7?6: Figure 8?1: Tidal Parameters 19 Extreme Water Level Elevations with Sea Level Rise, New London, CT 20 Delivery Berth Design Vessels 31 Installation Berth Design Vessels 31 New London State Pier ?Vicinity Map (Google Earth, 2019) 2 New London State Pier ?Vicinity Map (Google Earth, 2019) 3 New London State Pier - Facility Layout 3 Northeast Bulkhead Work Area 10 Northwest Bulkhead Work Area 11 Central Wharf Work Area 12 State Pier Work Area 13 CVRR Pier Work Area 15 Berthing Dolphins Work Area 16 Installation Vessel Preparation Work Area 16 Location of NCAA Tide Station 8461490 19 Annual Wind Rose for Station 8461490 21 Percent Exceedance (Annual) Wind Diagram for NCAA Station 8461490 22 NCAA Current Gauge Station n 0101 Location 23 Percent Exceedance (Annual) Current Diagram for NCAA Station n 0101 23 Current Rose for NCAA Station n 0101 24 Seajacks (Source: 32 Moffatl Nichol Job #10630 . January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design Acronyms AASHTO American Association of State Highway and TransportationOfficiaIs ACI American Concrete Institute AISC American Institute for Steel Construction ASCE American Society of Civil Engineers ASD Allowable stress design AWS American Welding Society BOD Basis of Design BOEM Bureau of Ocean Energy Management CVRR Central Vermont Railroad HAT Highest Astronomical Tide HML High Mast Light ICC International Code Council LAT Lowest Astronomical Tide MBL Minimum Breaking Load MDF Main Data Frame MHHW Mean Higher High Water MHW Mean High Water MLLW Mean Lower Low Water MLW Mean Low Water NAD83 North American Datum of 1983 NAVD88 North American Vertical Datum of 1988 NECR New England Central Railroad NOAA National Oceanic and Atmospheric Administration OCIMF Oil Companies International Marine Forum PIANC Permanent International Association of Navigation Congresses PPA Power Purchasing Agreement SPMT Self-Propelled Modular Transporter SWL Safe Working Load UFC Unified Facilities Criteria UHMW Ultrahigh Molecular Weight UHMW-PE Ultrahigh Molecular Weight Polyethylene USACE United States Army Corps of Engineers USCS United States Customary System WTG wind turbine generation Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 1. INTRODUCTION 1.1.Background The offshore wind industry in the northeast of the United States (US) is a relatively new industry that is poised for significant growth and development. Multiple states have passed legislation mandating offshore wind power be included in their energy portfolio. As a result, several power purchasing agreements (PPAs) have been awarded to various offshore wind developers. These new offshore wind farms will be commercial scale (over 300 MW). Additional northeastern states are in process to solicit and award additional PPAs. Due to the awarded power purchases and the pipeline of soon to be awarded work, significant infrastructure retrofits/enhancements will be required to prepare the region to support the offshore wind farm supply chain. Offshore wind components are extremely large and require port facilities with significant laydown area and high loading capacities. Due to the size and weight of the components, they are typically transported over water rather than over land. Currently there are no manufacturing facilities in the northeast US capable of producing the required components; therefore, they will be imported to the port facility from overseas manufacturers. This project seeks to retrofit the existing Admiral Shear State Pier complex (State Pier) in New London, Connecticut so that it can serve as a regional wind turbine generation (WTG) offshore wind staging port for the import, staging, preassembly, and loadout of large offshore wind components. It is uniquely located with no air draft restrictions, direct access to a federally maintained deep water channel, with 25 acres of useable upland space. This is the sole facility in this region that possesses these essential characteristics. Upgrades to the existing uplands, electrical system and marine infrastructure are required for New London to serve as the desired regional WTG staging port. Despite the required upgrades, this facility?s existing size, location, and direct unimpeded access to open water, as well as vicinity to multiple Bureau of Ocean Energy Management (BOEM) offshore wind sites make it an ideal candidate to serve as a key WTG staging port for the region. This facility is planned to import and stage turbines (nacelles and generators), blades, and towers. The facility will preassemble and load out these components onto installation vessels that will then transport the components to site for final installation. The port will be prepared so that offshore wind developers can utilize the facility via a lease agreement to perform the tasks mentioned above. The site improvements will occur both on the uplands and the existing marine infrastructure. In addition, the site will satisfy the long-term needs of the site owner, the Connecticut Port Authority. Retrofits made to the terminal will also consider the long-term operations of the facility. Retrofits and new components should not limit the ability of the facility to serve as a bulk terminal during breaks in offshore wind cargo and over the long term. 1.2.Site Description and Location The existing State Pier Facility is located in New London, Connecticut and encompasses nearly 30 acres; see Figure 1?1, Figure 1-2, and Figure 1?3. The site has three general operational areas: the piers (State Pier and Central Vermont Railroad near dock shoreline areas, and offsite areas. The offsite areas comprise about one-fourth of the overall acreage and are situated north of and Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design separated from the main port facility by State Pier Road and Amtrak's rail corridor embankment. The property generally consists of both paved and unpaved surfaces that are uneven or contain small depressions that pond water during storm events. The offsite areas are segmented by the rail siding to State Pier and bisected by the bridge piers for l?95's Gold Star Memorial Bridge. The property is bounded to the west by the New England Central Railroad (NECR) tracks and to the east by the Thames River. The near?dock shoreline areas are south ofState Pier Road and accommodate most ofthe port's cargo intermodal activity. This area contains two heavy load warehouse buildings totaling 102,000 square feet with railcar and truck loading docks, two 3,200-square-foot equipment forklift maintenance buildings, an administration building, and three modular buildings that house port security and operations personnel. The area located at the head of the two piers is largely paved to facilitate forklift and tractor trailer movements. The shore edge consists of a combination of sheet piling, pile- supported docks, and stone block quay walls. The western area adjoining the NECR siding yard are largely unpaved areas, with irregular topography. As shown in Figure 1-3, the site generally consists of the Uplands, Northeast Bulkhead, Northwest Bulkhead, CVRR Pier, and State Pier. - (Boston i I ??lnml . Cun lo i (New London Stale Pier York .- Google Earth Data LDEOCaIumlzia, . ?2016 Gang!" Image Lawtls 3! I Copernicus Data NCAA. 5. Navy. NGA. (351300 . Figure 1-1: New London State Pier - Vicinity Map (Google Earth,2019) Moffatt Nichol Job #10630 January 2020. Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 2. a- ,i 1" Lyme ,1 . A Google Earth I, Gang!? image 2019 Data SID. PDAA. US. Navy. NGA, DOLPHINS I 't .- WHARF - 4? . Figure 1-3: New London State Pier - Facility Layout Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 1.3.Project Description Design documents will be delivered in a single phase. However, the project is being considered in two distinct phases. Phase 1 will incorporate the required site investigations, work on the uplands and the Northeast Bulkhead. Phase 2 will incorporate the workon and between the CVRR and State Piers. Dredging may be associated with both Phase 1 and Phase 2 of the project, with the delivery berth and installation berth potentially dredged separately or in one dredge window, depending on the project phasing and timing with seasonal dredging windows. The design of the installation vessel berthing on the east face of the State Pier is in the preliminary stages. This design will be refined and updated as this project moves forward. The current project includes the following improvements at the State Pier site. Phase 1 and Phase 2 work are defined in Appendix A. 1.3.1. Uplands 0 Demolition of various buildings 0 Demolition of the north-south section of State Pier Road 0 Demolition of existing site utilities 0 Level uplands and grade site to match elevation of State Pier (approximately +9.0 feet NAVD88) 0 Installation of site storm water collection and treatment system 0 Installation of retaining wall to support altered vehicle 0 Installation of potable and fire suppression water systems 0 Installation of perimeter fencing and associated lighting and security 0 Installation of new high mast lighting grid 0 installation of electrical service to meet site requirements 0 Installation of elevated outlet racks for nacelles 0 Installation of electrical infrastructure to facilitate cold ironing of import and installation vessels 0 Remove rail spur south of Warehouse 1 Reinstallation of double track rail to State Pier - Installation of dense graded aggregate top surface to support operational loading 1.3.2. Northeast Bulkhead 0 Demolition of existing pile-supported platform at western end of Northeast Bulkhead (Northeast Annex) 0 Dredge to accommodate import and installation vessels, and disposal of spoils Seabed preparation forjack-up installation vessel leg loads 0 Installation of energy-absorbing fenders and mooring bollards 0 Demolition of existing mooring dolphins - Installation of bulkhead wall directly outshore of existing bulkhead 0 Installation of heavy lift pile-supported platform inboard of the bulkhead - Installation of vessel electrical cold ironing service outlets and duct banks Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 1.3.3. State Pier and CVRR Pier I Demolition of the western portion of pile?supported area at the State Pier to facilitate fill placement 0 Demolition of approximately 600 feet of State Pier (Southern 600 feet) 0 Installation of bulkhead or pile supported wharf to replace the 600 feet of State Pier removed. New area is anticipated to be all or partially heavy-lift area - Placement of fill between the CVRR and State Pier to match elevation of existing State Pier 0 Protect in place existing historical western edge of CVRR Pier 0 Raising elevation of remaining horizontal surface ofthe CVRR Pier to match that of the State Pier 0 Installation of bulkhead wall 30 ft to east of western edge of CVRR Pier to laterally support fill (raised elevation) - Installation of bulkhead wall between State and CVRR Piers 0 Installation of dense graded aggregate top surface over fill between two pier and on reconstructed heavy lift area on State Pier. 0 Selective demolition of southeast corner of State Pier to accommodate a mooring dolphin. - Installation of energy-absorbing fenders and mooring bollards Dredge berth pocket for jack-up installation vessel and dispose spoils (east face of State Pier) 0 Seabed preparation for jack?up installation vessel leg loads Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 2. DATUMS AND UNITS The horizontal coordinate system shall be North American Datum of 1983 (NAD83), Connecticut State Plane. The vertical coordinate system shall be North American Vertical Datum of 1988 (NAVDSS), Geoid 123. United States Customary System (USCS - feet, inches, pounds, etc.) units shall be used. Certain design parameters provided by the Client are given in metric units and are included in this document, along with their conversion to USCS units. Moffatt 8. Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 3. CODES, STANDARDS, AND REFERENCES The following codes, standards, and references shall govern the design of the facility. 3.1.Codes Standards American Association of State Highway and Transportation Officials (AASHTO): AASHTO LRFD (Load Resistance Factor Design) Bridge Design Specifications, Seventh Edition, 2014 AASHTO Standard Specifications for Structural Supports for Highway Signs, Luminaries, and Traffic Signals, Fifth Edition, 2009 0 Guide for Design of Pavement Structures (1993) American Concrete Institute (ACI): ACI 318?14, Building Code Requirements for Structural Concrete American Institute for Steel Construction (AISC): AISC 303?10, Code of Standard Practice for Steel Buildings and Bridges AISC 341?10, Seismic Provisions for Structural Steel Buildings - AISC 360-10, Specification for Structural Steel Buildings American Society of Civil Engineers (ASCE): ASCE 7-10, Minimum Design Loads for Buildings and Other Structures 0 ASCE 61?14, Seismic Design of Piers and Wharves - Waterfront Facilities inspection and Assessment, ASCE Manuals and Reports on Engineering Practice No. 130, 2015 American Welding Society (AWS): AWS D1.1, Structural Welding Code, 2010 Connecticut Department of Administrative Services, Division of Construction Services: a 2018 Connecticut State Building Code Connecticut Department of Energy Environmental Protection: 0 CTDEEP, Connecticut Guidelines for Soil Erosion and Sediment Control (2002) 0 Connecticut Stormwater Quality Manual (2004) Connecticut Department of Transportation: Moffatt 8. Nichol Job #10630 January 2020. Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design - CTDOT Connecticut Highway Design Manual (2003) City of New London, Connecticut: 0 Hazard Mitigation Plan Update, Annex for the City of New London, Southeastern Connecticut Council of Governments, Multi?Jurisdictional Hazard Mitigation Plan Update, December 2017. Illumination Engineering Society (IES) - The Lighting Handbook, 10thedition International Code Council (ICC): - IBC 2015, International Building Code National Fire Protection Association 0 NFPA 70, National Electric Code, 2017 NFPA 307, Standard for the Construction and Fire Protection of Marine Terminals, Piers, and Wharves Oil Companies International Marine Forum (OCIMF): Mooring Equipment Guidelines (MEG4), 4th Edition, 2018 Permanent International Association of Navigation Congresses (PIANC): PIANC WG 33, Guidelines for the Design of Fenders Systems, 2002 PIANC W6 34, Seismic Design Guidelines for Port Structures, 2001 PIANC WG 153, Recommendations for the Design and Assessment of Marine Oil and Petrochemical Terminals, 2016 United States Army Corps of Engineers (USACE) USACE EM 1110?2-1100, Coastal Engineering Manual, 2002 USACE EM 1110?2-2504, Design of Sheet Pile Walls, 1994 Unified Facilities Criteria (UFC) UFC 4-152-01 Design: Piers and Wharves, 2017 UFC 4-159?03 Design: Moorings 3.2.References Previous available reports at the project site are as follows: I April 11, 2013 Field Reconnaissance Visit Memorandum, New London State Pier Complex, New London Connecticut, Mueser Rutledge Consulting Engineers, 2013-04?26. Moffatt Nichol Job #10630 Pa 3 8 January 2020, Rev. 002 9 North East Offshore LLC New London State Pier Structural Basis of Design a Preliminary Design Report, State Pier Complex Improvements, New London, Connecticut, Milone MacBroom, Inc. Revised, 2015-April, State Project No. 94-222/247, MMI #1433-79- 6. a State Pier Needs And Deficiency Planning Study, New London Connecticut, Milone MacBroom, Version 1, 2011-March, Project MMI #1433?62. 0 Underwater Inspection Report, State Pier New London, AECOM, 2018?10?19. Documents provided by ?rsted are as follows: 0 Harbor Design Requirements, New London State Pier, Orsted, 2019-04?01. Documents provided by Siemens are as follows: 0 Greenfield Installation Harbour and Storage Areas Specification Design Load Cases for Storage and Transport of WTG Components, Version 1, 2018-10?01, Instruction 41621. - Greenfield Installation Harbour Specification - General Layout and Specific Load Cases (OF), Version 1, 2018-10-11, Instruction 41687. 0 New London US Harbor General Layout Drawing, 2019-05-07, Drawing Number D2060562. - Along-Wind Loading for East Anglia Tower on CTF in the Port of Great Yarmouth (UK), Revision 1, 2018-04-04 Document Number GEO Report for the Compact Tower Frame at the Port of Hull (UK), 2018-08?03. Other references include: a North Atlantic Coast Comprehensive Study Phase I: Statistical Analysis of Historical Extreme Water Levels with Sea Level Change, US Army Corps of Engineers, September 2014, Moffatt Nichol Job #10630 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design 4. EXISTING SITE CONDITIONS The following represents a summary of the existing site conditions for each area of the facility based on the referenced inspection reports provided to 4.1.Northeast Bulkhead The Northeast Bulkhead (see Figure 4?1) currently consists of two systems: a timber pile-supported wharf (Northeast Annex) and an anchored steel sheet pile wall. The timber wharf is approximately 125 feet long by 50 feet wide and begins at the northeast corner of State Pier. Existing mudline elevations along the timber wharf average -20 feet NAVD88 and reach a toe elevation of approximately ?36 feet NAVD88 at 70 feet off the face of the structure. The elevation and surface material of the timber platform matches that of the existing State Pier, but the area is cordoned off by jersey barriers. According to the 2013 inspection report, the wharf is in serious condition and berthing, storing, and stacking operations in this area have ceased. The steel sheeting starts at the northern end of the timber wharf and extends northeast approximately 500 feet before turning 90 degrees and running 65 feet inland to meet a stone block retaining wall. The stone block wall then runs approximately 110 feet to the northeast. The mudline adjacent to the steel sheeting varies from approximately elevation -14 feet NAVDSS at the northern end to elevation -20 at the interface with the timber wharf. The steel sheeting was not included as part of the 2013 inspection but does support a yard for cargo storage and stacking. The 2015 preliminary design report states that smaller vessels berth here occasionally, but current use of the structure is limited. LFigure 4-1: Northeast Bulkhead Work Area Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 10 North East Offshore LLC New London State Pier Structural Basis of Design 4.2.Northwest Bulkhead The Northwest Bulkhead (see Figure 4?2) consists of a granite stone block wall and a stone riprap slope. The bulkhead begins at the northwest corner of the CVRR Pier and runs west approximately 480 feet to the northwest, where it terminates adjacent to a bridge that carries a one?track rail spur over Winthrop Cove. The area is not currently used for any vessel operations. The April 2013 structure inspection did not explicitly address any defects observed along the bulkhead, but the Milone MacBroom report from 2015 notes that review of aerial photographs and the site inspection indicate segments of the original stone block wall have failed. The same report also notes that surveys prepared by the Connecticut Department of Transportation indicate that the top of the retaining wall is at elevation +3 feet NAVD88 and retains an armored slope with a crest of approximately elevation +7 NAVD88. The mudline at the bottom of the retaining wall lies at approximately -4 NAVD88 and slopes to a toe depth of elevation ?22 NAVD88 over 175 linear feet from the face of the wall. It should be noted that only minimal work is expected at the Northwest Bulkhead, which will largely remain in its current state. Figure 4-2: Northwest Bulkhead Work Area 4.3.Central Wharf (area between the piers) A center shoreline section (see Figure 4?3) extends from the eastern edge of the stone block limits of CVRR Pier to the western edge of State Pier. This protected shoreline section extends 300 feet east of the corner of CVRR Pier and consists of large stone riprap and concrete slabs. To the east of this 300-foot section was a 115-foot-long by 50-foot-wide timber pile supported wharfthat projected over the water from the shoreline. This wharf has since been demolished, and the shoreline currently consists of a granite block retaining structure along the length of the former wharf. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 11 North East Offshore LLC New London State Pier Structural Basis of Design Along the protected shoreline, the top of the armored slope averages approximate elevation +6 NAVD88 at the existingjersey barriers positioned along the south perimeter ofthe paved site uplands. Approximately 20 feet outboard from the jersey barriers, the slope begins from elevation +5.5 NAVD88 and recedes to ?28 NAVD88 over 90 linear feet. The mudline alongside the retaining structure varies from approximately elevation -13 feet to ?21 feet NAVD88 and slopes to a toe elevation of ?32 NAVD88 approximately 40 feet from the face of this structure. NORTHEAST BULKHEAD 0! i? 5? Figure 4-3: Central Wharf Work Area 4.4.State Pier State Pier (see Figure 4-4) is approximately 1,000 feet long and 200 feet wide and currently provides the only available berthing area for large cargo ships at the facility. The pier has also been used for cruise-related vessel operations and is in satisfactory condition per the April 2013 inspection report conclusions. The pier was originally built in 1912, with recent improvements along the east side of the pier undertaken in 1996-1997 and along the west side in 2001-2002. The improvements included partial removal of timber piles, installation of steel pipe piles, concrete decking replacement, and a new fender system. The pier structure consists of 52?foot-wide steel-pipe pile?supported concrete deck aprons along each side of the pier with a 95?foot-wide central structure consisting of soil?supported precast concrete retaining walls backfilled with structural fill material. The armored slope below the 52-foot?wide pile- supported portions of the pier is steep (approximately and portions of the original timber pile stubs remain from previous demolition efforts. The entire surface of the pier is comprised of a Moffatt 8: Nichol Job #10630 January 2020, Rev. 002 Page 12 North East Offshore LLC New London State Pier Structural Basis of Design concrete slab with a concrete paver wearing surface, except at the two rail lines where the adjacent surface is bituminous concrete. Vessels are held off the east and west faces of the pier by rubber fender units, each 2.72 feet long, faced by fender panels with Ultrahigh Molecular Weight Polyethylene facing. Fenders are bolted to the face of the structure and typically spaced at The south face of the pier head has a timber panel fendering system consisting of vertical timber piles and framing backed by structural steel walers (W16) and faced with rubber fender units. One-hundred-ton single-bitt bollards along the east and west of the pier are located coincident with fenders at 68'?6? spacing. The south face provides four bollards. The finished elevation of the pier at the center is approximately +9.0 NAVD88. The typical finished grade at the interior retaining structure was designed to be elevation +8.5 NAVD88 and slope to +8.0 at the bottom of the 10-inch curb. An underwater inspection report and side scan sonar indicate potential debris in areas of the berth. Also, hydrographic surveys conducted in 2015 indicate the elevation of the mudline alongside the east and west faces of the pier to be approximately ?30 feet NAVD88, though in localized areas elevation -27 feet NAV088 was recorded. The mudline drops away along the west face to a maximum depth elevation of -38 NAVDSS over 35 linear feet. Along the east face, the slope varies due to siltation but in the steepest regions reaches a toe elevation of -40 feet NAVD88 approximately 45 feet from the wharf face. In general, the eastern face basin depth is limited to bottom elevation ?38 feet NAVD88. The south face of the pier berth provides less depth, with the mudline at elevation -25 feet NAVD88. NORTHEASI g? Figure 4-4: State Pier Work Area Moffatt Nichol Job #10630 January 2020. Rev. 002 Page 13 North East Offshore LLC New London State Pier Structural Basis of Design 4.5.CVRR Pier The second main pier, CVRR (see Figure is approximately 1,080 feet long. The width varies from 180 feet wide for the first 280 feet, 150 feet wide for the middle 540 feet, and 200 feet wide for the remaining 260 feet. The head of the pier provides a 220 foot (along south face) by 275 foot (along east face) working area. A large portion of the pier structure is original with a construction date circa 1890. The pier is used for cargo storage and stacking operations and for limited barge loading/offloading operations. The pier consists of granite block retaining walls and structural fill with an interior finished surface elevation that varies from approximately elevation +4.5 to +5.5 feet NAVD88. The western side of the pier primarily serves as a mooring location for local fishing fleet with barge operations taking place at the pier head. This portion of the pier was rehabilitated in 2004 and is in fair condition per the findings of the April 2013 inspection. In February 2014, a large cargo vessel was in the process of docking on the west side of State Pier with the assistance of a tugboat. During the docking operation, propwash from the tug caused scour along the base of the eastern stone masonry wall of CVRR Pier, which caused a 150-foot-long section of the wall to collapse into the water. Due to this failure the inshore 500 ft of the eastern side of the pier was demolished and replaced with a tied?back steel sheet pile bulkhead. This incident speaks to the overall condition of the pier and the relative stability of the substructure. Due to settlement and structural deterioration, the finished elevation along the remaining retaining wall varies but generally falls between elevation +4.5 and +5.5 feet NAVD88. Maximum existing available draft is provided off the western and eastern sides of the pier head, with a mudline of approximate elevation ?12 feet NAVD88. Accordingly, the maximum retained height of the granite block retaining wall is approximately 17.5 feet along this segment of the structure. The southern face of the pier head provides approximately 6 feet of available draft at mean lower low water (MLLW), with a structure retained height of approximately 13.5 feet. The southernmost 120 feet of the eastern pier head provides similar available draft as the eastern portion (about 10 feet), with similar retained height. The remainder of the pier head is obstructed from direct access by a steel sheet pile wall, presumably placed to mitigate slope failures due to the failing granite block wall in these areas. From the toe ofthe retaining wall, the mudline slopes into the port basin at varying rates, as is indicated in the hydrographic surveys. Along the pier head, the western toe of the slope is about elevation ?21 feet NAV088, occurring approximately 70 feet from the face of the structure. At the south face, the surface slopes from elevation -8 to -22 feet NAVD88 over 140 linear feet. Along the eastern portion of the pier, the slope is much steeper, reaching -28 feet NAVD88 over 50 feet from the structure face. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 14 North East Offshore LLC New London State Pier Structural Basis of Design Figure 4-5: CVRR Pier Work Area 4.6.Berthing Dolphins Four berthing dolphin structures (see Figure 4-6) exist in the Thames River approximately 200 feet east of the Northeast Bulkhead. These structures were built for the U.S. Navy to accommodate the mooring of submarine tenders in 1969, and they do not have direct access to the landside facility. According to the Milone 8: MacBroom report, the steel piles are in poor condition with section loss up to 90%. 4.7.lnstallation Vessel Berth Pocket Based on the latest 2019 hydrographic survey, mudline elevations along the east berth of State Pier range from -30 to ?40 feet NAVD88. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 15 North East Offshore LLC New London State Pier Structural Basis of Design 3 NORTHEASY BU LK EAD 3? :5 NORTHEAST BULKHEAD NORTHWEST Figure 4-7: Installation Vessel Preparation Work Area Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 16 North East Offshore LLC New London State Pier Structural Basis of Design 4.8. Functional Requirements The following requirements represent the functional aspects that shall be incorporated into the design: 1. Site designed for top of grade elevation of +9.0 ft NAVD88 (matching existing elevation of State Pier top of deck). The Owner and Operator are aware the site may flood due to an extreme event and have operational plans to accommodate the flooding. 2. Per the ?rsted design requirements, all areas accessible for crawler cranes shall be designed with a flexible pavement of well graded crushed rock of a minimum thickness of 3 ft and to be confirmed in detailed engineering. 3. The delivery berth shall be located at the Northeast Bulkhead and shall be designed to accommodate both delivery and installation vessels. The berth shall be dredged to an elevation of ?36 ft NAVD88 with a 1 ft overdredge allowance to accommodate a 33 ft (10 m) draft vessel with a minimum water depth of 38 ft at MLLW and 15% underkeel clearance. 4. The location of the new sheet pile wall installed at the delivery berth must not extend more than 18 inches channel-ward of the existing structure measured from the channel-ward face of the existing piling to the landward face ofthe proposed sheeting. 5. The installation berth shall be located on the East Side of the existing State Pier, along approximately 600 feet at the south end of the State Pier. The installation berth shall be designed to accommodate the installation vessel. The berth shall be dredged to an elevation of -36 ft NAVD88 with a 1ft overdredge allowance to accommodate a 36 ft (11 m) draft spud leg with a minimum water depth of 38 ft at MLLW and 5% underlegclearance. 6. After dredging, the installation berth seabed shall be improved to minimize damage from installation vessel jack-up legs. This may require additional dredging. 7. The historical western edge of CVRR Pier shall be protected in place, with minor impacts allowed for stormwater management. 8. The marine structures shall be designed for a 50-year service life. 9. The marine structures are not designed for vessel or barge impact, vehicular impact, blast loading, or other impact loads. 10. A bulkhead safety zone shall be established within 15 ft of the waterside curb at the delivery berth and the installation berth. 11. Fenders shall be spaced at 50 ft maximum and bollards shall be spaced at 75 ft maximum. 12. The existing State Pier that is to remain (the northern part) will be used in an as-is condition. An analysis was performed to confirm the 1,000 design load based on the condition ofthe existing structure as reported by AECOM, 2018. Analysis of the existing State Pier Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 17 North East Offshore LLC New London State Pier Structural Basis of Design performance during an extreme event is outside the scope of this project. The structure will only be analyzed for operational loads based on modifications included in this project (eg. fenders and bollards). 13. The rebuilt portion of State Pier will be designed for the heavy loads associated with the installation berth of up to 5,000 psf, to be detailed in the loading plan. 14. The site will be designed to prevent local settlement that would inhibit SPMT movement. It is understood that the site will settle over time, and that additional gravel may be required to be placed on site in the future to compensate for settlement over time. Refer to Section 7.1.8 below for additional settlement details. 5. OPERATIONAL CRITERIA After construction, the site will be turned over to an operator who will be responsible for all activities at the site for the specified term oftheir contract. The operator may change over the life ofthe facility. The high-level concept of operations for the site is as follows. WTG components including blades, nacelles, and tower sections are delivered to delivery berth via an import vessel. A crane will be used to lift the WTG components from the delivery vessel onto the area behind the bulkhead temporarily before it is transported by self-propelled modular transporters to its designated storage area in the uplands or on the State Pier. The components are moved via to the Installation Berth and loaded onto the installation vessel. The tower sections will be preassembled at the Installation Berth. WTG components will be loaded to the installation vessel via a shipboard crane or via land-based cranes. Repairs, as required, will need to be completed during the transition period from one Operator to another. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 18 North East Offshore LLC New London State Pier Structural Basis of Design 6. ENVIRONMENTAL CRITERIA 6.1.Tides The National Oceanic and Atmospheric Administration (NOAA) Station 8461490, New London, Thames River, Connecticut is the tidal gage closest to the project site. The location of this gauge is shown in Figure 6-1. Water levels datums are provided in Table 6-1 and are for the National Tidal Datum Epoch 1983-2001. Slallon 8461890 ?4 52' . i" V. .. L?endon State Pier - Figure 6-1: Location of NCAA Tide Station 8461490 Table 6? 1: Tidal Parameters Tidal Parameter Elevation Elevation 2 (ft MLLW) (ft NAVD88) Highest AsironomicalWTije 8:88 2:04: I Mean Higher High Water W. ?Mean HighNWater (MHW) MW 2. _76 North MeanIpw WaIer .. 0. I9 165 Me?ttower Low Water (MLLW) WW -- W0. OQ Lowest AstronomIcal Tide (LAT) ., -0. 81 -2.68 6.2.Extreme Water Levels and FEMA Flood Levels Per the North Atlantic Coast Comprehensive Study Phase I: Statistical Analysis of Historical Extreme Water Levels with Sea Level Change (USACE, 2014), a summary of extreme water levels including sea level rise are shown in Table 6-2 for the 90% nonexceedance confidence level. Moffatt a. Nichol Job #10630 January 2020. Rev. 002 Page 19 North East Offshore LLC New London State Pier Structural Basis of Design Table 6- 2: Extreme Water Level Elevations with Sea Level Rise, New London, CT Extreme High water ElevatIon (ft NAVD88) 1:33: Historical Modified Modified Modified NOAA . Highest 2 - 1 ,3-94 5-43, WW W10.- 24 10 -. 6L4 767.799 7 866 710.760? _12. 60 1 25 . 745 1.-. 527,_ _997 50 .. 5-66 9:51 1010 10.99 12 66 1470 I 16 96,! 5-0.0 1457 ,5 . 15:13] The uplands section of this facility is located in an AE Zone with a Base Flood Elevation of +11 feet NAV088. The piers and proposed fill between the piers are located in a VE zone with a Base Flood Elevation of +14 ft NAVD88. These zones and base flood elevations were taken from FEMA Flood Insurance Rate Maps No. 09011C0502J and 09011C0501l dated August 5, 2013. Per the City of New London Hazard Mitigation Plan Update (December 2017), critical infrastructure shall be located a minimum of 2 ft above the FEMA Base Flood Elevation. 6.3.Wind Raw wind data for NOAA Station 8461490 was obtained from the NOAA Center for Operational Oceanographic Products and Services (CO-OPS). Refer to Figure 6?1 for station location. The dataset includes hourly wind speed and direction for an 11-year period between October, 2008 and August, 2019. The wind data are analyzed statistically and presented in Figure 6-2 and Figure 6-3 below. Wind speeds are reported at 2 minute scalar average at 32.8 ft (10 m) above ground level. Fifteen percent of the observations are missing. A gap analysis determined that the majority of missing observations are due to years when the station was down completely, rather than missing peaks. The majority were in 2008 and 2016, which are missing 9 out of 12 months. The station was operational during Hurricane Sandy - only missing 0.36% during October 2012 - and reports wind speeds of 30 knots over multiple hours when the storm made landfall in New England. The data were also back- checked against those reported at the Groton?New London Airport which is approximately 3 miles southeast at the mouth of the Thames River. The wind roses show similar distribution through the quadrants. However, the analysis could not verify the elevation of the anemometer nor the elevation of the ground level on the runway. The topography and surrounding structures are very different between the two sites, too. It is therefore difficult to make a direct comparison of the wind speeds at the two stations. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 20 North East Offshore LLC New London State Pier Structural Basis of Design Wind Speed (Annual) Station 8461490 New London, Thames River, CT Period 06-Oct-2008 to 14-Aug?201 .6?9 Direction FROM is shown Center value indicates calms below 0 kt Total observations 795151 . calms 0 About 15.3% 01 observations missing Percentage of Occurrence 2.25 - 2.16 1.96 2.66 3.68 11-591?: "759 5.99 4.62 - 4.61 - 6.20 100.00 32. 27 001 . . 0.01 . 0.03 (3. 18 0.02 0.03 0.01 0.01 0.12 15 0.03 0.03 0.02 0.03 0.03 0.04 0.07 0.05 0.04 0.01 0.01 0.02 0.41 12 0.16 0.11 0.02 0.07 0.09 0.12 0.12 _0.29 0.22 0.24 70.12 0.06 0.12 0.06 0.05 1.90 0.63 - 0.39 0.05 0.10 0.21 0.23 0.33 0.42 1.52 0.89 1.01 _i 0.55 0.29 0.36 0.39 0.32 7.91 3.511 1.55 0.46 0.36 . 0.50 0.45 0.61 1.03 3169? 2.55 2.45 1.52 0.66 0.91 . 1.17 1.69 1W 2.11 0.65066 0.59 0.87-1.19-2.65 2.752.432.14 1.75 1.55 4'09 2.24 0.91 0.66 0.58 0.69 0.66 1.23 1.42 1.40 1.65 1.61 1.62 2.35 3.NNW Total Figure 6-2: Annual Wind Rose for Station 8461490 Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 21 North East Offshore LLC New London State Pier Structural Basis of Design Station 8461490 Percent Exceedance (Annual795151 5.01, or 3.06 2,72 mode 3.49 75 a? 4.47 50 (D G.) 6230 25 i i I 9.14 10 i 2 10-50 I I I . tasq Wind Speed, kt Figure 6-3: Percent Exceedance (Annual) Wind Diagram for NCAA Station 8461490 6.4.Current Raw current data for NCAA Current Gauge ?Groton, Thames River, Pier 6 (nl0101)? was obtained from the NOAA Physical Oceanographic Real?Time System (PORTS) database. Figure 6?4 shows the station location. The dataset includes current velocity and direction measurements for the following time periods. 0 2012?09-28 to 2014?12?12 0 2014?12-12 to 2018-11?16 0 2018-11-16 to present The current data are analyzed statistically and presented in Figure 6-5 and Figure 6?6. The current velocities presented are depth averaged. The maximum measured current velocity is 1.3 knots and the 1% exceedance value is 0.53 knots. The gauge is located approximately two miles upstream from the project site. The cross?sectional area of the river at the project site is approximately 10% smaller than at the gauge location, which would increase the current velocity by approximately 10%. Additionally, the tidal prism at the project site is larger than at the upstream gauge, which would increase current velocity by approximately 0.1 knots. Therefore, the maximum current velocity expected at the site is approximately 1.5 knots. Design current shall be 2.0 knots. Moffatt 8: Nichol Job #10630 January 2020, Rev. 002 Page 22 North East Offshore LLC 100 75 50 Exceedance, 25 Figure 6-4: NOAA Current Gauge Station n 0101 Location 0.21 0.31 0.38 Station n 0101 Percent Exceedance (Annual508025 0.15, 0' 0.12 0.06 mode 0.2.2 2.4 2.6 2.8 Current Speed, kl Figure 6-5: Percent Exceedance (Annual) Current Diagram for NCAA Station n 0101 Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 23 New London State Pier Structural Basis of Design North East Offshore LLC New London State Pier Structural Basis of Design Current Speed, kt Total 0.75 0.5 0.25 Current Speed (Annual) Station nl0101 - Groton, Thames River, Pier 6 Period 01-Oct-2012 to 06-Sep-2019 kt I 1 I 0.5-0.75 I 0.25 - 0.5 I - 0.25 Direction T0 is shown Center value indicates calms below 0 kt Total observations 508025, calms 21 About 15.6% 01 observations missing Percentage of Occurrence 1.38 0.98 0.96 1.32 2.59 4.29 1.30 0.80 0.72 0.95 2.13-3.52100.00 0.55 0.69 1.34 0.15 2.67 .. 1.38 0.98 0.96 1.32 2.59 4.19 1.30 0.80 0.72 0.95 2.NNW Total Figure 6-6: Current Rose for NCAA Station nl0101 Moffatt 8. Nichol Job #10630 January 2020, Rev. 002 Page 24 North East Offshore LLC New London State Pier Structural Basis of Design 6.5.Wave The North Atlantic Coast Comprehensive Study (NACCS) data sets for water levels and waves (USACE 2015) were used to determine significant wave heights and wave peak periods as part of this project. As part of the NACCS, estimates of nearshore winds, waves, and water levels, as well as the associated marginal and joint probabilities were evaluated. NACCS model output points are located near the facility; see Figure 6?7. A summary of results is provided below in Table 6-3. The facility shall be designed to accommodate a 100-year return period wave. 9 A 3 47;; 'ix 2* 3. . a; 5537? shruqnal'id?Brgr. --. a? '1 ?31 ?first New London Hui 6?5? f? :93 an? 5? Figure 6-7: Location of State Pier relative to NACCS output points (yellow squares). Table 6-3: Wave Heights and Periods. I - Return Period Significant Wave Height Peak Wave Period (vearS) (ftMoffatt 8. Nichol Job #10630 January 2020. Rev. 002 Page 25 North East Offshore LLC New London State Pier Structural Basis of Design 6.6.Scour Scour to be calculated assuming tug assists for all vessels utilizing the terminal. The design tug is assumed to be the Thameship owned by the Thames Towboat Company Inc. Tug Specifications include 1,800 HP, 187 gross tonnage and 12.8 ft hull depth. 6.7 .Snow Ground Snow Load, Pg shall be used in accordance with ASCE 7-10. The pier will be considered a fully exposed, flat roof, unheated structure with a snow importance factor, l5, of 1.1. In accordance with Figure 7-1 of ASCE 7-10: Pg 30 psf. 6.8.River Ice (to be con?rmed) Effective crushing strength is 200 psi with a design ice thickness of 9 inches with an importance factor of 1.0. 6.9.Earthquake Design Earthquake design shall comply with the international Building Code. 6.10. Frost Depth The Frost Depth at New London is rated at 45? and all water and drainage pipes will be designed to be below this level. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 26 North East Offshore LLC New London State Pier Structural Basis of Design 7. GEOTECHNICAL AND SURVEYS 7.1.Geotechnical 7.1.1. 7.1.2. Regional Geology The site is located on the west side of the Thames River tidal estuary, a north-south trending deep river valley that drains eastern Connecticut and central Massachusetts. As one of the deepest natural harbors on the Atlantic Coast, the south?d raining Thames River flows past New London into Long Island Sound. The bedrock in the vicinity of the site is mapped as a complex of folded metamorphic gneiss with bodies of granite, amphibolite, and quartzite. Due to the alternating layers of rock with differing composition and hardness, the bedrock surface elevation in proximity to the site is undulating and quite variable. The Bedrock Geological Map of Connecticut identified the bedrock as either Hope Valley Alaskite Gneiss consisting of light pink to gray medium? to coarse?grained granitic gneiss or Mamacoke Formation consisting of interlayered light- to dark-gray, medium-grained gneiss. Bedrock outcrops were observed near the site by the intersection of State Pier Road and Thomas Griffin Road. Overburden (soil) deposits identified above the bedrock surface consist of dense glacial till, granular glaciofluvial meltwater deposits from the retreat of the melting ice margin, more recent (Holocene) deposits of soft organic sediments, and fill or disturbed materials related to the construction of the piers and uplands structures. Recent Subsurface Explorations Haley Aldrich planned and monitored a geotechnical subsurface exploration program consisting of 47 test borings (3101 through 3510). The purpose of the exploration was to gather subsurface information for geotechnical analyses. The borings were completed during the period 1 July through 4 October 2019 by New England Boring Contractors of Glastonbury, Connecticut. Additional borings are planned at the railroad property and will be completed on 21 and 22 October. Twenty-four borings were drilled on land and twenty-three borings were drilled over water on the Thames River. Test borings were advanced using a truck-mounted Mobile Drill 3-53 or B- 48 or a Diedrich drill rig using 3-1/4 in. ID. hollow stem augers or 4?in. dia. HW casing. Standard penetration tests (SPTs) were performed continuously or at maximum 5-ft intervals. The SPTs were performed in general accordance with ASTM D1568 and were conducted with a 2-in. O.D. split-spoon sampler driven 24 in. (where possible) with a 140-lb automatic or safety hammer falling 30 in. The borings ranged from about 13.5 ft to 52 ft deep on land and from approximately 19.5 to 98.5 ft below the mudline on water. Borings were terminated at target depths or at refusal on probable bedrock. Bedrock was cored at 3501 through 8503. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 27 North East Offshore LLC New London State Pier Structural Basis of Design 7.1.3. Explorations were located in the field by Haley Aldrich using a Trimble GPS unit. Ground surface elevations were estimated using contours shown on recent survey data. Soils were classified according to the Unified Soil Classification System (USCS). New borings are anticipated to be completed in the winter of 2020 by Haley Aldrich to detail the soils beneath the East Berth area and Southern extent of State Pier, as those areas were not investigated in detail in the initial geotechnical investigations due to the previous orientation of the installation berth. Previous Subsurface Explorations Previous subsurface explorations have been completed by others over the years. Previous test borings available are listed below: 0 A through series (1982) series (2019) I Series (2002) 0 HB SB series (2000) series (2013) 0 RW series (2000) - WH series (2000) 7.1.4. Subsurface Conditions Test borings revealed the following materials, described below in order of increasing depth below ground surface. Approximate Range in Thickness, ft. Generalized Description 1.5 to 28.5 FILL Loose to dense brown to gray?brown SAND and GRAVEL with varying amounts of silt (SM, GW-GW-GM). This stratum was generally encountered near the surface in the Uplands, and varying amounts of brick, Cinders, coal, asphalt, concrete, cobbles and boulders. 0.5 to 47.0 ORGANIC DEPOSITS Very soft ORGANIC SILT with varying amounts of wood fibers and shells. These deposits were encountered in and near the Thames River and can be subdivided into two groups: recent and historic deposits. The recent deposits likely accumulated after previous dredging and the historic deposits are in areas that may not have been dredged. The historic deposits generally contained more shells and fibers. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 28 Nonh 7.1.5. 7.1.6. 7.1.7. 7.1.8. East Offshore LLC New London State Pier Structural Basis of Design 2.0 to 94.5 GLACIOFLUVIAL DEPOSITS - Medium dense to dense light brown to gray-brown SAND or SAND and GRAVEL with varying amounts of silt (SM, and interbedded layers of SILT with varying amounts of sand (ML). Occasional boulders were encountered. These deposits were encountered under the fill in the Uplands and beneath the organic deposits in the Thames River. 3.0 to >17.0 GLACIAL TILL ?Dense to very dense light brown to gray-brown SAND with varying amounts of silt and gravel or sandy SILT (ML) with frequent cobbles and boulders. -- BEDROCK Very hard, fresh, gray to pink medium?grained GNEISS. Groundwater Groundwater encountered during drilling in the recent borings in the uplands ranged from approximately El. -3.0 to 1.5, 5 to 31 ft below ground surface. Water levels observed in the borings shortly after drilling may have been influenced by drilling operations, thus may not represent static conditions. Groundwater levels will fluctuate with season, precipitation, and nearby construction activity. In the Thames River, using the NAVD88 datum, the mean highest high water level (MHHW) is El. 1.21, and the mean lowest low water level (MLLW) is El. -1.84. Lateral Soil Loads There are various lateral loads on the bulkheads depending on the soil types and thicknesses. Lateral loading diagram were provided and included: active, passive, seismic, hydrodynamic, and surcharge. Bearing Capacity The bearing capacity ofthe ground surface to support equipment and materials was evaluated for different surface loads (2,000 to 5,000 psf). The factor of safety used for bearing capacity failure was 3.0. Refer to Section 7.1.7 for settlement. Design frost depth 3.5 ft for structures. Settlement The loaded surfaces have been designed for a maximum deflection of 1 in. to allow the SPMT vehicles to traverse the site and to keep stockpiled components from rolling or tipping over. The gradual settlement of the site over time is not a design consideration, rather it will be levelled periodically by adding dense-graded aggregate to the surface. Allowable settlement during the design earthquake is 12 in. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 29 North East Offshore LLC New London State Pier Structural Basis of Design Dredged soils and material from the uplands will be used to backfill between the piers. In order to meet the above criteria, stones columns will be required in the infill area. 7.1.9. Pile Capacity 0 Pile Size and Type: 30?in. diameter open-end steel pipe pile, 0.75-in. wall thickness 0 Allowable Compressive Capacity: 450 tons 0 Ultimate Compressive Capacity: 900 tons Uplift and tensile capacities will vary with location, soil type, and pile length. 7 .2.Bathymetric Surveys Bathymetric data used for the site shall use bathymetric surveys conducted by Steele Associates Marine Consultants, LLC. Supplemental data regarding navigation shall be taken from the NOAA Nautical Chart No. 12372. 7 .3.Topographical and Boundary Surveys Topographic and boundary data used for the site will be collected by GMZ Associates, Inc. The surveyor is to provide services for the site as defined in the Surveying Scope of Work. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 30 New London State Pier Structural Basis of Design North East Offshore LLC 8. STRUCTURAL 8.1.Design Vessels Design vessels include the Delivery Vessel and the Installation Vessel. See Appendix for Vessel Data. 8.1.1. Delivery Vessel The Delivery Berth shall accommodate general cargo vessels with the characteristics as shown in Table 8-1. Clarkson's World Fleet Register is used to collect information on general cargo vessels. Vessel characteristics are banded by confidence level for the approximately 350 vessels in the database which are between 10,000 and 20,000 Deadweight Tonnage (DWT). For example, 95% of the 350 vessels are less 515 ft (157 m) Length Overall (LOA). Displacement is estimated as 1.25 Dead Weight Tonnage. ?rsted provided the SAL Type 176 High?speed heavy cargo vessel as a design vessel at the delivery berth (Appendix B). This vessel is consistent with the 95% design vessel given below. Table 8- 1: Delivery Berth Design Vessels 1 Name 150% i 75% 95% 1 Dead _,Dirsrp1acement 1 16, 479 mt 1 18,181 mt 22, 368 mt 1 1 4021?? 122m 433 ft 132111, 52511 ,1 150m 1_ Draftm 28ft 8.7m 30ft ?92m 32ft 1 921111 iBeami 66ft 1 20m _11 761111 1 21m 1 84ft 1 8.1.2. Installation Vessel The Installation Berth shall be designed for the two named vessels with the characteristics shown in Table 8?2. The Seajacks is shown in Figure 8?1. Vessel details are given in Appendix B. Table 8-2: Installation Berth Design Vessels Name SeajaCks 1 Seajacks potential future build 16A .1 1 4568 13191111., 473 ft 89816 50m 7184ft 56m Mmomulgmed Depth .1. _36 ft 11m 1, 38ft 11.5m H1111 0121,11,, 201t ?m . 2:111 Spud- can Draft 7 1, 26 ft 7. .32152311 Sumr116_r_2lsplacement1 7 36, 808 mt 40,489 mt 7 WIndage Area, Hull12 15, 975 ft2 1,484 7 17,573 ft2 1 Wind8ge Area, Crane Boom and 775 ft2 72 m2 853 ft2 79 m2 Legs .. ., Windage Area, Cargo12 1414,608ft2 1 71,357 m2 416180618112? W149w8wm2 Moffatt 8 Nichol Job #10630 January 2020. Rev. 002 Page 31 North East Offshore LLC New London State Pier Structural Basis of Design __w:i_rls 992395 Moorwaameter Numberof Ego Note 1: Windage Area Parameters for Seajacks NG are assumed to be 10% larger than Seajacks Note 2: Windage areas are given for wind perpendicular to the longitudinal axis of the vessel (beam? on wind) and at summer draft. 7 7 ?rsted t_o Confirm Name Seajacks Seajacks potential future burld Mooring Line Minimum 161 kips 73 mt 494 kips 224 mt SK78 Rope__ 72.36 in 60_ 2.rlareulaLSteelT russ Note 3: Mooring Line Type and Minimum Breaking Load for Seajacks Figure 8-1: Seajacks (Source: Moffatt Nichol Job #10630 January 2020. Rev. 002 Page 32 North East Offshore LLC New London State Pier Structural Basis of Design 8.2.Marine Structures Design Criteria 8.2.1. Risk Category The marine facilities shall be designed to Risk Category II per ASCE 7-10 Table 1.5-1. 8.2.2. Design Life The design life ofthe marine facilities shall be 50 years. Consumable components such as fenders and cathodic protection anodes shall be replaced per the manufacturer?s recommendations. Design life represents the physical condition of the marine facility and its ability to perform its function as originally designed assuming regular inspection and maintenance activities are carried out. 8.2.3. Deck Elevation The top of deck elevation for all marine structures is +9 ft NAVD88, per direction by Owner. It is noted that the FEMA Base Flood Elevation (BFE) for the facility is +11 ft NAVD88. Per City of New London requirements, all critical infrastructure shall be located a minimum of 2 ft above the BFE. 8.2.4. Loads 8.2.4.1. Dead Load Dead load shall include the self?weight ofthe structure including any permanent attachments. 0 Steel: 490 Concrete: 150 Dense Graded Aggregate: 145 Concrete Pavers: 150 Ice: Per ASCE 7?10, ice thickness is with unit weight of 62.4 pcf. 8.2.4.2. Earth Pressure (H) Design earth pressure shall be per geotechnical recommendations from Haley Aldrich. Bulkhead walls shall be designed for a water level differential of 1.5 feet due to tidal range and 4 feet due to groundwater saturatic?m from the rain design event (100-yr). An underdrain system shall be designed to mitigate water level differential during the 100?yr rain design event. 8.2.4.3. Buoyancy Load (B) Buoyancy load shall be considered using a seawater unit weight of 64.1 pcf. All new structures shall be designed to be submerged in an extreme event. Moffatt Nichol Job #10630 January 2020. Rev. 002 Page 33 North East Offshore LLC New London State Pier Structural Basis of Design 8.2.4.4. Live Load The following live loads shall be considered: Uniform live load shall be as follows and as shown in the Facility Use and Logistics Plan in Appendix C. 0 Delivery Berth Heavy Lift Area: 5,000 Uplands Area and Storage Area between CVRR and State Pier: 3,000 0 Existing State Pier: 1,000 0 Equipment Storage Zone within 50 ft of CVRR Pier western limit and within 30 ft of Northwest Bulkhead: 300 - Transport Corridor on top of existing CVRR Pier: AASHTO HS-20 Truck 0 Installation Berth Heavy Lift Area: 5,000 Vehicular loads include an AASHTO HS-20 truck with a 15% impact factor applied to design. In conjunction with the vertical loading, a lateral load equal to 10% of the vertical load shall be applied. 8.2.4.5. Wind Load (W) Wind loads shall comply with ASCE 7?10 requirements. Design wind speed shall be 134 (3 second gust at 33 feet above ground). Design wind speed during ice conditions shall be 50 (3 second gust at 33 feet above ground). 8.2.4.6. Current Load (C) Current forces on structural pipe members shall be determined in accordance with API RP 2A. Lift, drag and mass coefficients shall be determined for each member taking into accounts its cross-section and inclination and marine growth. Current forces on vessels shall be determined in accordance with the OCIMF Mooring Equipment Guidelines (MEG4) for static mooring analyses. Design current speed shall be 2.0 knots. 8.2.4.7. Berthing Load (Be) PIANC Guidelines for the Design of Fenders Systems (2002) shall be used to determine the required berthing energy for the design vessels, size ofthe fender system, and the berthing load. The structure shall be designed for the maximum fender load, including a 10% tolerance in fender performance. The fender panel shall include ultra-high molecular weight (UHMW) facing to provide a maximum coefficient of friction of0.2. Horizontal and vertical forces on fender system shall be considered based on friction between the vessel and fender panel. 8.2.4.8. Mooring Load (M) Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 34 North East Offshore LLC New London State Pier Structural Basis of Design The vessel with the strongest mooring line minimum breaking load (MBL) should be used to determine the bollard capacity safe working load (SWL). Design of the mooring structures shall be per PIANC WG 153. For mooring points that accommodate more than one mooring line, the minimum horizontal force for the design of the mooring structure shall be: Fz= SWL [1 0.6 (n (per PIANC WG 153 Equation 7-1) where, Fz Total horizontal force on the mooring structure SWL Capacity of the largest mooring line Number of mooring lines The factor of 0.6 is based on OCIMF Mooring Equipment Guidelines and winch brake rendering. This mooring design force shall be compared to the maximum mooring analysis results for operating conditions, factored by a 1.6 load factor per UFC 4-152-01. The largest of these two values shall be used for design. The mooring load shall be applied 180 degrees horizontally and at an angle of +25, 0, and ?25 degrees to the horizontal plane. 8.2.4.9. Earthquake Load (E) If no ground improvement is performed, the hydraulic fill between the State Pier and CVRR Pier would be liquefaction susceptible during the design earthquake, and seismically-induced settlement would be about 2 to 4 ft. Accordingly, stone columns are recommended to mitigate seismically-induced settlement during the design earthquake. At the uplands and Northeast Bulkhead, site class is D. At the pier infill and end of the pier Bulkhead, site class is after improving the hydraulic fill that will be placed between the piers. The State Pier reconstruction (East Installation Berth) will be designed with either piles supported on the bedrock, or fill material capable of withstanding the design earthquake loads. In accordance with the 2018 State of Connecticut Building Code, the seismic soil design criteria are as follows: 55 0.161 51 0.058 8.2.5. Load Combinations Load combinations either using allowable stress design (ASD) or load-resistance factor design (LRFD) shall be per UFC 4-152-01 (2017). Note that Wind and Current loads shall be operating loads when Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 35 North East Offshore LLC New London State Pier Structural Basis of Design combined with operating loads (Live, Mooring and/or Berthing). Wind and Current loads shall be extreme loads during vacant (non-operating) conditions. 8.2.6. Serviceability Concrete exposed to seawater or seawater spray shall be designed for a maximum crack width of 0.01 inch under service loads. Calculation of crack width shall comply with ACI 224R. 8.2.7. Material Properties All materials shall comply with latest applicable ASTM specifications. Concrete shall be normal-weight concrete with a minimum 28-day compressive strength of 5,000 psi, maximum water-to?cementitious ratio of 0.4 and a minimum clear cover to the reinforcing steel of 3?inches. Steel piles exposed to saltwater shall be protected using a minimum of two of the following strategies: I Marine grade coating applied with strict conformance to specifications including inspection and repair of all coating defects and damages 0 Cathodic protection anodes Pile wrap orjacket - Additional ?sacrificial? wall thickness 0 Encased in concrete concrete fascia) Steel piles fully embedded in soil shall have additional sacrificial wall thickness. All bolts, nuts and washers shall be hot dip galvanized per ASTM A153. Dissimilar metals shall be isolated by appropriate means to avoid creation of galvanic cells. Box shaped members shall be designed such that all inside surfaces may be readily inspected, cleaned, and painted or shall be closed entirely, except when hot dip galvanized. 8.2.8. Corrosion Rates Corrosion rates for steel elements were obtained from the Waterfront Facilities Inspection and Assessment, ASCE Manuals and Reports on Engineering Practice No. 130, 2015; Section 4.6.2: 0 Soil embedded zone (mudline down): 0.001 in./year; - Immersed zone (between LAT and mudline): 0.004 in./year; and a Splash and tidal zone (LAT up): 0.005 in./year. Steel elements located away from the water shall be designed for an Atmospheric zone rate of 0.0004 in./year. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 35 North East Offshore LLC New London State Pier Structural Basis of Design 9. CIVIL 9.1.Design Parameters 9.1.1. Stormwater Design Stormwater management design is based on the Connecticut Department of Energy Environmental Protection, (CTDEEP) guidelines. Storm drainage conveyance system will be sized to transmit the 10- year storm through the drainage system. For the runoff reduction and water quality treatment for the site, we are proposing a combination of the deep sump catch basin and hydrodynamic separator as Best Practice Management (BMP), since both practices are designed based on the Water Quality flow to treat the entire 1? ofthe water quality. Both practices will maximize the runoff reduction and provide the water quality treatment without the need to retain the 1AWQV. Underground storage or infiltration are not feasible at this site due to the groundwater levels and proximity to the river. Drainage at the berths will be collected in trench drains and directed to the hydrodynamic separators and discharged at four locations. Upland drainage will be collected in a series of sump inlets and directed towards the stormwater treatment. Outfalls will include a tidal valve and trash rack where appropriate. Where the discharge is close to grade, rip-rap scour protection will be included. Structures will be designed to handle the heavy-duty equipment wheel loads called out in the geotechnical Basis of Design. No structures will be placed in the heavy lift areas near the berths. 9.1.2. Roadway Design Roadways will be designed in accordance with Connecticut Department of Transportation (CTDOT) standards. The design speed for all roadways on the terminal is assumed to be 10 miles per hour. Horizontal curves and turns will be designed for 75? long semi-trucks, longer than typical on road semi?trucks to allow for specialized equipment to access the port. 9.1.3. Parking The parking lot for employees and visitors will be designed for a total of 60 parking spaces, with 2 handicap accessible parking spaces at each lot. 9.1.4. Site Grading Design The State Pier elevation is +9.0 NAVD88 at the outboard face and along the landside face. This elevation is being kept as the nominal grade where feasible for the full terminal. Drainage from the outboard face will be directed inland to a minimum elevation of +8.0 NAVDSB. Drainage at the berths will be collected in trench drains and directed to the storm drain system where it will be collected, treated, and discharged. Moffatt 3. Nichol Job #10630 Pa 9 37 January 2020, Rev. 002 North East Offshore LLC New London State Pier Structural Basis of Design Within the yard, the maximum grades will be 1% and minimum grades of The incoming road to the site will have a maximum of 4% grade in order to meet terminal grades in an efficient manner. 9.1.5. Erosion and Sediment Control Design Erosion and Sediment Control is designed in accordance with CTDEEP Connecticut Guidelines for Soil Erosion and Sediment Control, (2002). Runoff due to grading and any disturbance will be controlled and directed towards appropriate sediment controls. Sediment basins will be utilized during construction as the work is phased. Perimeter sediment controls will consist of geotextile silt fences and entrances to the site will be protected with stabilized construction entrances. Where existing inlets occur and as inlets are constructed, at grade inlet protection will be installed. Turbidity curtains will be utilized for dredging and where any over water demolition occurs. 9.1.6. Fire Protection The fire protection design and equipment specifications shall meet the provisions of NFPA 307. Firewater will be supplied by city water lines. No water tower is expected at this time, as the existing terminal has hydrants and is assumed to have sufficient pressure and capacity to supply the proposed hydrants. A fire main will be constructed from the incoming water meter and loop within the yard with fire hydrants located at the high mast lights and spaced as required to protect the site and avoid high traffic areas. Maximum spacing of hydrants is assumed to be 300 feet, pending fire marshal approval. Maximum hydrant spacing is assumed to be 300 feet or 150 feet from a dead-end area, per NFPA 307 guidelines. Existing Warehouse 2 is currently sprinklered and the water mains will be maintained that feed the sprinkler system. 9.1.7. Potable water Potable water will be provided to the office area located on the northern side of the terminal and to the office area located on the southern end of the existing CVRR pier. The potable water is assumed to be able to be provided from the same water lines provided for fire protection. 9.1.8. Sanitary Sewer No new sanitary sewer lines are anticipated. The existing Warehouse #2 sanitary lines will be maintained, but all other existing sanitary sewer lines will be removed. The proposed office areas are assumed to be served by sanitary tanks that must be emptied by the terminal operator. No sanitary services will be provided for the vessels at berth. 9.1.9. Demolition The demolition scope of this project is extensive. With varying grades, the site is being leveled to approximate 9? elevation NAVD88. in general, all buildings are being demolished except for Warehouse #2 located at the Northwest end of the property. All mechanical utilities including sanitary sewer, stormwater, and potable water are to be demolished and removed except for those leading to Warehouse which remains. Existing fire hydrants will be demolished. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 38 North East Offshore LLC New London State Pier Structural Basis of Design 9.1.10. Railroads The existing rail track that provides access to State Pier shall be removed and replaced with at grade rail track that allows for to cross the rail at any point between the State Pier and Warehouse All other rail on site is to be removed. 9.1.11. Landscaping No landscaping is assumed to be provided for aesthetics. Details for stormwater management and erosion and sediment control related items will be provided (such as seeding requirements), but no trees, shrubs, etc. are assumed to be required for this project. It is assumed that no local codes or ordinances relating to aesthetics apply for the Port Property. 9.1.12. Signage Traffic signs will be in compliance with the Manual for Uniform Traffic Control Devices (M UTCD) and Connecticut Department ofTransportation (CTDOT) standards. No other signs (ie: entrance signs) are expected to be needed at this time. Moffatt Nichol Job #10530 January 2020, Rev. 002 Page 39 North East Offshore LLC New London State Pier Structural Basis of Design 10. ELECTRICAL 10.1. Design Requirements The terminal will be used to store, stage and erect wind turbines for offshore wind farms. The existing utility service is 13.2 W. The site will require European voltages 690V and 400V) as well as standard US voltages. All power will have a frequency of 6th. Total estimated load for the site (not including shore power for ships) is 4500 WA. Transformers and electrical equipment will be placed throughout the site to provide the required electrical services. The site will be lit with high mast lighting to facilitate nighttime operations. 10.2. Design Parameters 10.2.1. Demolition The demolition scope ofthis project is extensive. In general, all buildings are being demolished except for Warehouse #2 located at the Northwest end of the property. There are two overhead electrical (utility) distribution lines that enter the site from State Pier Rd. The overhead line East of the warehouse (running along the length of the existing entrance road) will be demolished to the overhead distribution running adjacent to State Pier Rd. The overhead distribution West of the warehouse will be demolished to the pole adjacent to the warehouse. The distribution from that point that feeds the warehouse will remain as well as provide electrical service for the terminal redesign. The utility, Eversource, will demolish their own facilities overhead electrical, medium voltage transformers and remove conductors from underground conduit). All existing electrical equipment and conductors not previously noted are to be demolished by the contractor. The ductbank down to 3 feet below the existing grade shall be removed. All existing light masts are to be demolished. 10.2.2. General Site Layout and Distribution The main electrical equipment will be outdoor rated to minimize space, costs and the need for additional buildings on a site that is designed to primarily be free of obstructions for operations. The design of the equipment will include mitigations for the environment, particularly the harsh Connecticut winters. Locations of electrical distribution throughout the site will be coordinated with other utilities. Main electrical system ductbanks will be encased in concrete including where the duct bank is installed under other large utility systems (drainage and/or gravity sewers). Other large distribution items such as electrical vaults will be evaluated during final design and the applicable areas developed to accommodate the size, conduit networks, and foundation requirements for these facilities. Primary meters will be provided at the utility point of service (overhead pole). Medium voltage (13.2 kV) will be distributed throughout the site to the areas containing electrical equipment. These areas comprise of mostly of buildings and wind turbine equipment. The general areas and required voltages are: Moffatt 8: Nichol Job #10630 January 2020, Rev. 002 Page 40 North East Offshore LLC New London State Pier Structural Basis of Design 0 Nacelle Area 400V, 690V) 0 Warehouse and Office/Welfare Area 480V) - Vessel Loading Area 400V, 690V, 6.6kV) - High Mast Lighting Distribution Area 480V) 10.2.3. Nacelle Area Power The nacelle area comprises the largest site electrical load for the terminal with an estimated load of 3200 WA. The area also requires various voltages to meet the requirements of the equipment being stored. The utility provided is Eversource. An underground feed will be provided to the area from the existing 13.2 kV Eversource overhead service along State Pier Rd. A primary meter will be provided for this feed and the Main Office Area Power. Most (and the largest) loads in this area require 690V (a common European voltage). A 3000 WA, 690V 3ph pad-mounted, loop-fed transformer will be located along with the rest of the electrical equipment in the Northwest corner of the nacelle area. A 3000A, 690V stainless steel NEMA 3R pad mounted switchboard will be powered. The switchboard will feed the 690V loads directly. Disconnect switches will be provided as required adjacent to each load. The nacelle area also requires 400V. The medium voltage circuit will be extended from the 690V transformer to a 400V, 300 pad?mounted transformer. This transformer will power a 600A switchboard. This switchboard will power the 400V loads as well as provide power to a 30 WA, 3ph transformer feeding a 125A panel for the loads. 10.2.4. Warehouse and Of?ce Welfare Power The existing warehouse is fed from an adjacent overhead feed and pad?mounted transformer that will remain. The warehouse has a 3ph 800A main switchboard. Power for the office and welfare area to be constructed West of the Warehouse will originate from this existing switchboard. Construction adjacent to the warehouse will include an office building, welfare area and a parking lot with lighting and electric vehicle charging stations. The estimated load for the office welfare area is approximately 100 WA. The existing switchboard accommodates that load while providing for the needed capacity for the loads within the warehouse. The switchboard circuits shall be modified as necessary for the new loads. Transformers will be provided as necessary to power the office and welfare areas. The existing panels in the warehouse will power the parking lot lighting. 10.2.5. Main Office Area Power The main office area includes the main office building, a welfare area and a parking area with lighting and electric vehicle charging stations. The load of the area is approximately 120 WA. The power feed to this area will originate from overhead lines along State Pier Road and extended underground along to the main office area. Pathways (likely two 4? conduits) from this location to the office area will be provided. The electrical service is estimated to be 400-600A, 3ph. Electrical equipment will be provided by the office building vendor. The building vendor will coordinate with Eversource to establish the service. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 41 North East Offshore LLC New London State Pier Structural Basis of Design 10.2.6. Vessel Loading Area Power The vessel loading area is the Southern end of the terminal. Electrical infrastructure for this area includes power for the towerpacks as well as for the office and welfare area. The approximate electrical load of this area is 630 with voltages ranging from 208V up to 690V. The service for the vessel loading area will originate from the existing 13.2 kV overhead distribution near the warehouse. A primary meter will be provided for this feed and the High Mast Lighting power distribution. An underground medium voltage feed will be provided to a 300 690V 3ph pad-mounted, loop- fed transformer located in the Southwest corner ofthe CRVV pier. A 350A, 690V stainless steel NEMA 3R pad mounted panelboard will be powered. The panelboard will feed the 690V loads directly. Disconnect switches will be provided as required adjacent to each load. The vessel loading area also requires 400V. A circuit will be provided from the 690V switchboard to a 225 400V secondary 3ph pad?mounted transformer feeding a 400A panel for the 400V loads. Finally, the vessel loading area requires The medium-voltage circuit will be extended from the 690V transformer to an 208V secondary, 150 pad-mounted loop-fed transformer. This transformer will power an 600A panelboard for the loads. 10.2.7. Vessel Loading, Shore Power [Cold Ironing) Shore Power (cold ironing) requires power to be transformed down to the required shore power medium voltage (La. 6.6 W). A 3500 WA, 6.6 kV, 3ph transformer will be located adjacent to the vessel loading area electrical equipment. The service for the shore power transformer will originate from one of the adjacent loop-fed transformers. A medium voltage fused disconnect switch will be fed from the secondary side with 400A fuses for connection to the ship. The disconnect will be located on the Southwest edge of the pier adjacent to the berth. 10.2.8. High Mast Lighting Distribution Area Site lighting will primarily be from HMLs with low level light poles (less than 30? tall) provided in the parking areas as needed. All exterior lighting will be provided by the site developer not leased). The main pier will be lit from the West side only in order to provide clearance for the crane swing radius. The HML design goal is 5 fc thought out most of the operational spaces where equipment lifts occur. Just North of the site is an Amtrak rail line and l-95. Directly across the Thames River to the East there are residences. Therefore, glare and light pollution minimization is critical to the site. MUSCO LED high mast lighting will be used as they are the industry leaders in light performance while achieving cutoff and glare reduction. High mast lighting will be supported on CIDH (cast in drilled hole) shafts. MUSCO has the option to provide foundations for their poles. This will be the basis of design. Power for the HML will originate from an electrical rack located at the head of the West side of the CRVV pier. This rack will include a 225 480V 3ph pad mounted transformer feeding a 400A, 480V panel, lighting control panel and a 75 WA, 3ph transformer feeding a 225A panel for the Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 42 North East Offshore LLC New London State Pier Structural Basis of Design loads. The 225 transformer will be loop-fed from the medium voltage feed that will continue to the Vessel Loading Area. Power to the HMLs will originate from this central location. The HMLs and the associated electrical rack will include 120V and 208V receptacles for field use. In addition, 120V dimming circuits will be run to the HMLs to provide light levels for operations and reduce lighting for security during periods when operations do not require it. 10.2.9. Miscellaneous Power Needs The Selden ll ferry will be docked on site during the winter (off-season) months. This vessel requires a 125/250 volts, 50-amp NEMA 55-2 receptacle. This will be powered from the warehouse and office/welfare area power distribution. The touch up paint tent and various containers will be located on site. They require and will be powered from the distribution described in the sectionsabove. 10.2.10. Site Communications Site communications is limited to infrastructure provided for future use. Conduit for fiber to the HMLs will be provided for cameras and wireless access points. The site main data frame (MDF) room is expected to be located in the main office building or the warehouse. Communications conduit (typically two 2" conduits) between the MDF and each of the buildings on site will be provided. Moffatt Nichol Job #10630 January 2020, Rev. 002 Page 43 North East Offshore LLC New London State Pier Structural Basis of Design Project Phasing Moffatt Nichol Job #10630 January 2020, Rev. 002 State Pier New London Phase 1 and Phase 2 Construction Activities The project will be designed and let out to bid with one set of design documents that incorporates all the required infrastructure to upgrade the existing facility into a wind turbine generation port facility. However, the project can be broken down into two distinct phases. Phase 1 includes the uplands work to the existing bulkhead lines, and the dredging required for the northeast berthing pocket. Phase 2 includes work on the existing State and CVRR piers, the placement and compaction of fill between the two piers, and the dredging required for the turning basin and the east berthing pocket. Phase 1 Work 1. Demolition of various buildings 2. Demolition of existing site utilities 3. Demolition of the on terminal north-south section of State PierRoad 4. Demolition of Northeast Annex 5. Demolition of existing mooring dolphins 6. Installation of retaining wall to support altered vehicle 7. Installation of potable and fire suppression water systems to meet sites needs 8. Grading and leveling of uplands 9. Installation of storm water management system and associated outfalls 10. Over-sheeting of Northeast Bulkhead 11. Installation of heavy lift, pile supported reliving platform directly inshore of the Northeast Bulkhead 12. Installation of fendering and bollards at Northeast Bulkhead 13. Dredge of Northeast Bulkhead berthing pocket 14. Installation of perimeter security fencing, new gated entrance and security cameras 15. Installation of high mast lighting grid 16. Installation of electrical services to meet site requirements 17. Installation of dedicated outlets for nacelles 18. Installation of dense graded aggregate topping surface on uplands area Phase 2 Work 1. Installation of fill between the CVRR and State Piers 2. Dredge of east face State Pier Berthing pocket 3. Dredge of turning basin 4. Installation of stone columns in fill area between the piers 5. Installation of longitudinal bulkhead in CVRR pier 6. Installation of closure bulkhead between CVRR and State Piers 7. Raise finished surface of CVRR Pier 8. Installation of dense graded aggregate topping surface on CVRR, fill between the piers and heavy lift platform in State Pier 9. Upgrade of fendering and bollards at east face State Pier install vessel berth 10. Installation of steel sheet pile to enclose the State Pier heavy lift platform 11. Installation of mooring bollard SE corner of State Pier 12. Seabed preparation for install vessel jack-up legs 13. Installation of high mast lights 14. Installation of cold ironing infrastructure 10mm am 1mm (3) 13532me 10:2 - nzuz 'az owned mus u?zno Iowa :omw 5M0 n. ., EXISTING NATURAL SHORELINE INSTALLATION OF STEEL SHEET PILE BULKHEAD .- INSTALLATION OF OFFICE PARKING AREA 12,0002 SF INEIOUND DELIVERY VESSEL I . INSTALLATION OF OFFICE AREA 15.000: SF . SITE PARKING AREA 12.0001 5F UMITS OF DREDGE FOR TURNING BASIN THAMES RIVER NORTHEAST BERTH DREDGE POCKET DEMOIJTION OF MOORENG DOLPHINS TRANSPORT AND INSTALLATION-OF EAST BERTH DREDGE POCKET DPLAND EARTH MOUND To AREA JACK-UP INSTALLATION VESSEL BETWEEN STATE AND OVER PIER FEDERAL CHANNEL LIMIT (WP) WAREHOUSE 2 Ian- I 235' I REIICNE RAILROAD IN SAREA REMOVE RAILROAD IN HEAVY LIFT AREA mm? . HEAVY LIFT PLATFORM .OF STATE PIER HEAVY LIFT AREA DENSE GRADED - SURFACE WITH COMPACTED - . FILL PLACEMENT AND IN SOIL BELOW COMPACTION SECURITY FENCE (WP) CVRR LONGITUDINAL BULKHEAD EXISTING GRANITE INSTALL as" BIA. PIPE PILES BLOCK FOR FERRY WINTER STORAGE (WP) WINTHROF COVE EXISTING EASTERN EXTENT CVRR PIER EXISTING CONCRETEI CVRR PIER TOP SIDE LEGEND IM ROVEMENTS PHASE 1 '3 PHASE: 1 (TVP) EXISTING POCKET BEACH SHAIL BE PRESERVED - I -- TI I . INSTALLATION OF ENERGY ABSORBING FENDERS WI UHMW-FACED FENDER PANELS or zoo TON BOLLARD (TYP) INSTALLATION OF TIEDBACK. KING-FILE STEEL SHEET PILE BULKHEAD GRANITEBLOCKWALL (,444 i FEDERAL CHANNEL LIMIT ConnecticuT AUTHORITY PHASING PLAN NEW LONDON, CONNECTICUT BASIS OF DESIGN 07 TO BE USED FOR CONSTRUCTIO moffoH 8L nlchol 12W 6' 120? SCALE: 1"=120' 130F37 North East Offshore LLC New London State Pier Structural Basis of Design Appendix Vessel Data Moffatt Nichol Job #10630 January 2020, Rev. 002 Offshore Wind Installation The Vessel Scope Inbound Outbound Various types of Multi?purpose, Project and Heavy-lift Various types of vessels and barge assets (WTIV) with tonnage with drafts 8-10 meters quay length of 180?220m drafts of 8?10 meters (sea?bed preparation forjacking ops) Cl Long components transported as deck?cargo and some Part stay also required for mob de-mobilization undendeck El Quay length of 180?200m El Shore cranes as alternative to self-geared vessels El Permanent quayside set?up during installation phase Lifting gear (yokes Spreaders) subject to component . A i - . I .. Handling equipment subject to component method 3. - fit Wind Orsted An Orsted Initiative PARTICULARS TYPE 176 High-speed heavy cargo vessel SAL Heavy Lift - Brooktorkai 20 20457 Hamburg/Germany - Phone: +49 40 380380-0 - A member of the Harren Partner Group - All details are given in good faith but without guarantee of accuracy and completeness PARTICULARS TYPE 176 MV Regine MV Trina MV Anne-Sofie MV Frauke Operator: Technical Manager: HSE Manager: (We I I 2009/09 Owner: SAL Shipping UG (haftungsbeschr?nkt) Co. KG MS REGINE 2008/11 Owner: SAL Shipping UG (haftungsbeschrankt) Co. KG MS TRINA 2008/04 Owner: SAL Heavy Lift 2008/02 Owner: SAL Heavy Lift SAL Heavy Lift SAL Ship Management UG (haftungsbeschrankt) 8 Co. KG SAL Ship Management UG (haftungsbeschrankt) Co. KG Classification: HULL A5 SOLAS Reg. 19 General Cargo Ship, Strengthened for Heavy Lift Cargo Machinery MC AUT Shipyard: J.J. Sietas KG Length over all: 159.80 Speed 85% MCR: 18 kn Length between perps.: 148.31 Air draught (jibs in rest.): 40.5 Breadth moulded: 24.00 Air draught (jibs upright): 62.9 Breadth over all: 24.34 Depth moulded: 13.20 GT (int?l 69): 12 950 NT (int'l 69): 4 647t GT (Suez): 13 481 NT (Suez): 12 827t NT (Panama): 10 879t (Summer) (Summer Open Top) Draught: 9.00 Draught: 7.50 Deadweight: 12 007 Deadweight: 7 216 Freshwater Allowance: 170 mm Freshwater Allowance: 149 mm Freeboard: 1.528 Freeboard: 3.108 Displacement: 21 400t Displacement: 16 700t Capacity BW: 6948.63 m3 Capacity GO: 224.04 m3 Capacity HFO: 1623.50 m3 Capacity FW: 224.50 m3 Cargo gear: 2 cranes, each 700 SWL (in combination 1400 1 crane 350 Hatch cover: Number of holds: Number of hatches: Dimension of hold: Volume of hold: Bale capacity: Free deckspace: Auxiliary hoist 2 60 1 40 SWL. MacGregor hydraulic operated combined folding type and lift and roll type 1 1 107.10 17.00 13.10 19 299 m3 635982 cuft 3128 m2 Main Engine: Rudder: Bow Thruster: Certifications: MAN 9L 58/64; 12 600 kW Flap type spade rudder (high efficiency rudder) Brunvoll 900 kW (1224 hp) 0 54> 5? 2 DNV-GL ou?d'J? ISM: 9001 ISO 14001 OHSAS 18001 Prelim Seaway Approval for the Great Lakes (Canada/US.) SAL Heavy Lift - Brooktorkai 20 - 20457 Hamburg/Germany - Phone: +49 40 380380-0 - A member of the Harren Partner Group SEAJACKS I . 1 Tu A's a. 1,1: II a. I .I I ?31'5? seajacks.com SEAJACKS The newest member of the Seajacks ?eet, delivered in October 2015, is a state of the art wind turbine foundation 8r installation vessel. With the largest deck space, leg length and lifting capacity of our ?eet, has been speci?cally designed for deeper water larger wind farm components. Seajacks UK Limited CLASSIFICATION AND RULES Type: GustoMSC N014000X Built: 04 2015 Yard: Samsung Heavy Industries Class: ABS A1 Seli~elevatrng Unit AMS ACCU DPS 2, Sell Propelled, Helldeck Wind IMR Flag: Panama MAIN DIMENSIONS Hull Length (Maindeck: 139m Width: 50m Hull depth: 11m Draft: 6m to hull (7.8m Spudcan Pins) Main deck area: 4600m" Main deck load capacity: lOt/m3 Helideck Helicoptr type: Sikorsky S92 (12.8t) Sikorsky $61 or equivalent Diameter: 22.2m Legs and Spudcans Number/Type: 4/triangular truss Footing type: Spudcan with pin Spudcan area: 200m? Leg length: 105m lacking System Type: Rack and pinion Drive: Elevatingspeed: 0.8m/min Pre-load capacity l4000t pre?load per leg: holding/leg Maximum lacking load: 7680t/leg Seajacks House, South Denes Business Park, South Beach Parade Great Norfolk, Kingdom NRBO 30R Email: seajacks.com +44 (0) 1493 841 400 All ail". t- at I'r'nr til? Boil lg to .r vi. s'niil 'lrdy :.lill?' l'o'n l'l no to tr all? to .i 'ilrn: we: lug-woral a rt rl'll?l detailed Surf-ill?dl?lDP?n Jim'l ?Ni"?l $90 . CRANES Main crane mount wraparound the starboard aft leg. Boom length: lOSmlapprox) Capacities: at 15-31 5m radii Floating Condition:800t at 40m radius Aux Hoist: 600t at radii Whip Hoist: (rated St for man-riding 100t at 17792.8m radii) Auxiliary crane 2 lattice boom pedestal cranes mounted and aft port side. Boom length: 46.5m Capacities: Car go at 1045m radii. Man-riding, 2t at 10?45rn radii. SAFETY SYSTEMS Fire and gas detectors throughout the whole vessel in full compliance with MODU requirements. 2 130 person capacity totally enclosed survival crafts located on port and starboard side (200% total complement). In?atable life r'atts for 200% of total complement (260). Rescue diesel 300hp PROPULSION UNITS Thrusters: 2 3000r22mx 1025 Om 116950765 SUBLEASE AGREEMENT by and between - GATEWAY NEW LONDON LLC - and - NORTH EAST OFFSHORE, LLC - and joined, for limited purposes by - CONNECTICUT PORT AUTHORITY - Dated as of 2022 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (the ?Sublease Agreement? or the ?Sublease?) is made as of the day of 2022 (the ?Effective Date?) by and, between GATEWAY NEW LONDON LLC (?Gateway?), a Delaware limited liability company, and NORTHEAST OFFSHORE LLC, a Delaware limited liability company and joined, for the limited provisions expressly provided herein by CONNECTICUT PORT AUTHORITY (the ?Authority?), a quasi-public body corporate and politic and a political subdivision of the State of Connecticut (the ?State?) (each a ?Party? and, collectively, the ?Parties?). RECITALS (A) The Authority was created pursuant to Sections 15-3 la through 15-31i of Chapter 264a of the General Statutes of Connecticut to coordinate the development of Connecticut's ports and harbors, utilizing private and public investments in partnership with the Department of Economic and Community Development and other state, local and private entities and has statutory authorization to invest in, acquire, lease, purchase, own, manage, hold and dispose of real property and lease, convey or deal in or enter into agreements with respect to such property on terms necessary or incidental to carrying out its legislative purpose; (B) The Site and the Port Facilities, each as de?ned herein, are State of Connecticut assets with property characteristics suitable for a wide variety of marine activities, including staging for off-shore wind development; (C) NEO is an off-shore wind developer providing certain funding to support the redevelopment of the Site and the Port Facilities under the conditions set forth in that certain Harbor Development Agreement dated as of [month] 2020 among the Authority, NEO, and Gateway (?Harbor Development Agreement? or (such modi?cation of the Site and the Port Facilities being the ?Project?), including the use of the Site and the Port Facilities as an offshore wind turbine generator hub; (D) Gateway, a deep-water marine terminal operator in the business of operating ports, is a party to that certain Concession Agreement with the Authority, dated as of January 7, 2019 (?Concession Agreement?) which confers certain rights to Gateway, including, pursuant to the provisions of Exhibit A attached hereto, the right to lease the contemplated Project to Persons subject to the terms of the Concession Agreement; (E) NEO is an af?liate of (as de?ned in the Concession Agreement), the Project is the Development?, and the Harbor Development Agreement and this Sublease, respectively, are the ?contemplated harbor development agreement and sublease? expressly anticipated for the BSW Development in Annex A to the Concession Agreement; (F) NEO and Gateway desire to enter into this Sublease Agreement to govern the operation of certain offshore WTG and non?WTG uses of the completed Project immediately following Substantial Completion of the Project as de?ned in the Harbor Development Agreement; and 116950763 1 (G) The Authority is joining in this Sublease Agreement for the purposes of expressly consenting hereto, and having the bene?ts of and being bound by Section 6.5, Section 8, Section 10, Section 12.3, Section 13, Section 14, Section 16.1, Section 19.3, Section 21 and Exhibit A attached hereto hereof. NOW, THEREFORE, in consideration of the mutual covenants contained in this Sublease Agreement and for other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the Parties agree as follows: SECTION 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Sublease Agreement, unless the subject or context otherwise requires, capitalized terms shall have the meanings given to them in Part I of Annex A. 1.2 Annexes and Schedules. The Annexes and Schedules to this Sublease Agreement shall form an integral part hereof and, unless otherwise stated, references to the Annexes or Schedules herein shall be construed as references to Annexes and Schedules to this Sublease Agreement. 1.3 Rules of Interpretation. Unless otherwise expressly provided herein, the rules of interpretation set forth in Part II of Annex A shall apply to this Sublease Agreement. 1.4 Sublease Agreement. The following documents shall form this Sublease Agreement: this agreement, including its Annexes; the Schedules; and Exhibits. 1.5 Con?icts. The several documents forming the Sublease Agreement are intended to be complementary and to describe and provide for a complete agreement. Each of the documents is an essential part of the agreement between the Parties, and a requirement occurring in one is as binding as though occurring in all. Unless otherwise provided in this Sublease Agreement, any ambiguities or discrepancies between this Sublease Agreement and any other Project Agreement shall be resolved according to the following priority: 11695076.?) 2 any amendments to this Sublease Agreement, any of its Annexes, or Schedules; this Sublease Agreement, including its Annexes, Schedules and Exhibit the Harbor Development Agreement, including any amendments thereto; and the Concession Agreement, including any amendments thereto. SECTION 2 TERM 2.1 Term. This Sublease Agreement shall be for a period of ten (10) years commencing on the Occupancy Date, as defined in Section 2.2, and expiring at 11:59 pm. EST on the day immediately preceding the tenth anniversary of the Occupancy Date unless otherwise extended in accordance with Section 2.3 or terminated early as expressly provided herein (the ?Term?). 2.2 Occupancy. right to use the Project for Permitted Uses and obligation to pay Rent under this Sublease Agreement commences at 12:00 am. EST on the day immediately subsequent to the date of Substantial Completion under the Harbor Development Agreement (?Occupancy Date?). 2.3 Extensions. 2.3.1 NEO shall have the right to extend this Sublease Agreement for an initial extension period of seven (7) years (?Renewal Term?), provided that the following conditions are met: NEO shall notify Gateway and the Authority in writing, of its intent to extend no later than twelve (12) months prior to the end of initial Term; and NEO shall submit to Gateway and the Authority, no later than nine (9) months prior to the end of the initial Term, documentation con?rming the formula calculation (similar to CPI) of the change in Rent payable to the Authority with respect to such ?rst extension period. The Rent for the Renewal Term shall be adjusted by multiplying the Rent in effect at the end of the initial Term by a fraction, the numerator of which is the Consumer Price Index of the Bureau of Labor Statistics of the United States Department of Labor for all Urban Consumers, Northeast Region twelve (12) months prior to the end of the initial Term and the denominator of which is the CPI as of the Occupancy Date. No other changes to this Sublease Agreement, except for the Adjusted Rent (hereinafter de?ned), are contemplated during the Renewal Term. 116950763 3 2.3.2 NEO shall have the additional right, but not the obligation, to extend this Sublease Agreement beyond the Renewal Term (the ?Extended Renewal Term?) for a time period to be agreed by NBC and the Authority provided that: NEO shall notify Gateway and the Authority, in writing, of its intent to request an extension no later than twelve (12) months prior to the end of the Renewal Term; and In the event that NBC and the Authority agree to such Extended Renewal Term, NEO shall submit to Gateway, no later than nine (9) months prior to the end of the Renewal Term, documentation demonstrating agreement between NBC and the Authority on Adjusted Rent to be in effect for any period beyond the Renewal Term, which Adjusted Rent, in Gateway?s reasonable judgment, does not materially and adversely affect Gateway?s revenues or liabilities provided, further, that if Gateway does not object in writing to such adjusted Rent within ten (10) business days of such submission by NBC to Gateway, then Gateway shall be deemed to have waived any such objection; and (0) NBC, Gateway and Authority shall agree on the duration of the extension and any other terms and conditions of the Extended Renewal Term. NEO, Gateway and Authority mutually covenant and agree to use diligent commercial efforts to agree upon each of the foregoing. Should no such Extended Renewal Term be agreed upon, the Term of this Sublease shall expire on the last day of the Renewal Term, unless otherwise previously terminated pursuant to this Sublease. SECTION 3 LEASE OF PORT FACILITIES 3.1 Lease. 3.1.1 Subject to the terms and conditions of this Sublease Agreement and as more particularly set forth in and subject in all events to Section 21 below, Gateway hereby subleases to NEO and NBC hereby subleases from Gateway the Site, for the Term. Gateway hereby covenants and agrees that NBC and its designated OEMs shall have, subject to the terms hereof, the right to occupy and utilize the Site for operations and activities associated or conducted in connection with the pre-assembly, assembly, construction, mobilization, deployment, and commissioning of one or more WTG projects, and any other wind industry related activities (collectively, the ?Permitted Uses?) during the Term, Renewal Term, and Extended Renewal Term. NEO shall obtain and maintain all Regulatory Approvals and all other permits, authorizations, and approvals required to conduct the Permitted Uses, other than those required to be maintained by Gateway under the Concession Agreement. NEO shall not use the Site and Port Facilities for any uses other than the Permitted Uses. 3.2 E0 Local Representative. 3.2.1 NEO shall have the right to maintain onsite a NBC Local Representative (the Local Representative?) and associated staff and Gateway shall not unreasonably withhold or delay consent to a request of the NBC Local Representative to locate a trailer on the 116950763 4 Site. The NEO Local Representative will have the following rights/responsibilities at the Port Facilities: Coordinate vessel arrival and departure scheduling for the Permitted Uses, and other Port Facilities operations with Gateway, the Authority and applicable local, state, and federal entities; and Coordination of use of the Port Facilities for the Permitted Uses in accordance with this Sublease. 3.3 Shared Rights with Concessionaire. 3.3.1 NEO and its designated OEMs have the right to use the Site and Port Facilities for the Permitted Uses during Active Periods, on an exclusive basis (except as set forth in Section 5.4.2.1 below), and using Gateway?s services as set forth in Section 7.2.3 below, coextensive in area with, but distinct from, Gateway?s rights and obligations under the Concession Agreement. 3.3.2 As more particularly set forth in Section 21, a termination of the Concession Agreement, for any reason, does not impair right to occupy the Site and use the Port Facilities as granted in this Sublease Agreement. 3.4 Existing Easements and Agreements. 3.4.1 NEO shall maintain, at all times, reasonable access to the Site and the Port Facilities as well as access to all utilities on the Site for all Persons known by NEO to have such rights under all easements, agreements and licenses encumbering or affecting the Port Facilities. NEO agrees not to act in contravention of any such easements, agreements and licenses. Easements, agreements or licenses granted by Gateway or the Authority after the Occupancy Date shall not unreasonably interfere with Permitted Uses. Gateway agrees that NEO shall have no liability for incidents arising out of the use of the Port Facilities by any third party with the exception of any Subcontractors, Af?liates, agents, or invitees of NEO. 3.5 Compliance with Applicable Law. 3.5.1 NEO shall comply with all Applicable Laws with respect to this Sublease and the Port Facilities or the use or occupancy thereof, as further described in Section 21.5 and Schedule 4. 3.5.2 NEO shall, if necessary, modify its use of the Port Facilities to restore the Port Facilities to compliance with Applicable Laws relating to the use or occupancy of the Port Facilities, whether said compliance is ordered or directed to or against the Authority, Gateway, its Subcontractors or NEO. 3.5.3 NEO shall at all times, and at sole expense, comply with the conditions and requirements of the United States Coast Guard. 116950763: 5 3.6 Casualty. 3.6.1 In the event that the Port Facilities, any part thereof or access thereto, shall be damaged by ?re or other insured casualty and (ii) NEO continues to have reasonably convenient and uninterrupted access to and use of the Port Facilities, then the Port Facilities shall not thereby be rendered un?t for use and occupancy by NEO, provided repairs to the Port Facilities can be completed within two (2) months (?Repair Deadline?) from the date on which the damage occurred. In the event that such repairs cannot be completed by such Repair Deadline then an equitable portion of the Rent payable by NEO shall be abated for the period after the Repair Deadline and until the completion of such repairs. If the repairs are not completed within one year of such damage, NEO may, at its election, terminate the obligations of NEO hereunder. 3.6.2 With respect to any such damage arising after the Occupancy Date, Gateway shall oversee and in compliance with the Concession Agreement cause its Subcontractor to oversee repairs associated with this Section 3.6 with reasonable diligence and applying to the same proceeds of Gateway?s or their respective Subcontractors? insurance coverages. 3.7 Quiet Enjoyment. 3.7.1 Provided that there are no NEO Events of Default existing and continuing, NEO shall have the right to peaceably and quietly enjoy the Port Facilities, in accordance with this Sublease Agreement and the Concession Agreement, free from any demands of any Person claiming any rights by, through or under the Authority or Gateway, except as otherwise provided herein. 3.8 Environmental Compliance. 3.8.1 NEO shall not use the Port Facilities or Site for any dangerous, noxious or offensive trade or business nor cause or maintain a nuisance (ii) not maintain or store any Hazardous Substances at the Port Facilities or Site, except to the extent necessary to carry out its business operations, at all times cause its operations at the Site and the Port Facilities to comply with all Environmental Laws, except that NEO shall not be responsible for environmental conditions existing on the Occupancy Date or caused by third parties not related to, operating on behalf or in connection with, or otherwise under the control or direction of NEO into compliance with Environmental Laws, and (iv) keep the Site and the Port Facilities free of any lien imposed pursuant to any Environmental Laws arising or as a result of the actions of or failure to act by NEO or any third parties related to, operating on behalf or in connection with, or otherwise under the control or direction of NEO. 3.9 Damage by NEO or OEM. NEO shall repair any damage to the Port Facilities caused by NEO or an OEM, ordinary wear and tear excepted. 3.10 Removal by NEO. Before the end of each Active Period, and before the end of the Term (unless extended), the Renewal Term (unless extended) or the Extended Renewal Term, as applicable, NEO shall or 116950763 6 shall cause the OEM, at its sole cost and expense, to remove all equipment, supplies and other property (including any trash or debris) from the Site. SECTION 4 SERVICE RATES AT PORT FACILITIES, DESIGNATION OF OEMS, AND EXPECTED USE REPORTS 4.1 Role of OEM. The OEMs or their contractor shipping agent will be the responsible party for requesting services at the Port Facilities during Active Periods and shall contract directly with Gateway for services under the Concession Agreement with the rates to be charged as set forth in Annex B. 4.1.1 NEO shall keep Gateway regularly updated from time to time of the identities of each OEM expected to utilize the Port Facilities. 4.2 NEO Expected Use Report. 4.2.1 Not later than January 1, April 1, July 1 and October 1 during each year of this Sublease Agreement, NEO shall provide to Gateway and the Authority a written report (?Expected Use Report?) covering the following: The start and expected end date of any then existing Active Period; The start and end date of any then existing Idle Period, including whether such Idle Period is to be a Long-Term Idle Period; (0) For any then existing or pending Active Period, the arrival, departure, loading and unloading dates of any OEM related vessels expected during the next three (3) months of activity; and Revisions to any start or end date of any Active Period or Idle period, since the date of the last report. 4.2.2 In the event that any start or end date of any Active Period or Idle period set forth in the revised Expected Use Report proves to be materially erroneous, Gateway shall be compensated in the manner set forth in Section 6.3. SECTION 5 ACTIVE PERIODS 5.1 Active Period Notification Requirements. 5.1.1 All periods in which NEO or its OEMs are using the Port Facilities and the Site for Permitted Uses shall be deemed an ?Active Period? hereunder. NEO shall have the right to resume an Active Period after any Idle Period or Long-Term Idle Period in accordance with the terms of this Sublease Agreement. 116950763 7 5.1.2 In the case of an Idle Period that has not been designated a Long-Term Idle Period, NEO will provide no less than twelve (12) months? notice to Gateway (?Active Period Advance Notice?) that it will resume an Active Period, unless such shorter period is consented to by Gateway (per Annex A paragraph The withholding of such consent by Gateway shall not be deemed unreasonable if such shorter notice will materially adversely impact the previously contracted non-WTG use of the Port Facilities by Gateway, and the conditioning of such consent by Gateway upon Gateway being made whole for any additional costs for relocating customers or stored cargo shall not be deemed unreasonable. The Active Period Advance Notice may be by, but is not limited to, notice via the Expected Use Report. The Active Period Advance Notice can be provided at any time after NEO has identi?ed the Idle Period Start Date. 5.1.3 During the continuation of a Long-Term Idle Period, the Active Period Advance Notice shall not specify a commencement date of an Active Period less than twenty?four (24) months after the commencement of the applicable Lon g?Term Idle Period, without the consent . of Gateway (per Annex A paragraph The Withholding of such consent by Gateway shall not be deemed unreasonable if such shorter notice will materially adversely impact the previously contracted non-WTG use of the Port Facilities by Gateway, and the conditioning of such consent by Gateway upon Gateway being made whole for any additional costs for relocating customers or stored cargo shall not be deemed unreasonable. 5.2 Active Period Pre-Assemblv Mobilization. 5.2.1 For any Active Period, NEO shall provide Gateway with two (2) months? notice of any pre-assembly mobilization for an upcoming Active Period, and Gateway shall cause the Port Facilities to be made ready for occupation by the OEMs for such pre-assembly mobilization no less than three (3) months prior to start of such Active Period, and shall regularly update NEO and the GEMS on such activities. For example, for an Active Period to commence on January 1, 2027, an Active Period pre-assembly mobilization notice given by NBC as of August 1, 2026 shall trigger the obligation of Gateway to have the Port Facilities ready for pre-assembly mobilization as of October 1, 2026. NBC and the OEMs shall, subject to reasonable rules and regulations established by Gateway, be able to likewise utilize the Site for mobilization activities during such two (2) month notice period to the extent such use leaves suf?cient storage and work space on the Site for Gateway?s ongoing activities until the pre-assembly mobilization three (3) month period begins. 5.3 NEO and Concessionaire Obligations During Active Period. 5.3.1 NEO covenants and agrees to use its diligent commercially reasonable efforts to maximize utilization of the Port Facilities for WTG activities during all Active Periods, including, Without limitation; Maximizing utilization of the Port Facilities and Gateway for WTG staging and load-out; ensuring Gateway has close engagement with the and providing the Expected Use Report on a quarterly basis. 116950763 8 5.3.2 Gateway covenants and agrees to use its diligent commercially reasonable efforts to establish, maintain, and document a ?exible and prudent cost structure throughout Active Periods and Idle Periods. 5.4 Concessionaire Revenue/Expense Reporting; Reports; Shortfall During Active Operations. 5.4.1 Quarterly Reports. Gateway shall provide to NBC and the Authority, upon the preparation and issuance thereof, a complete copy of the quarterly income and expense reports provided to the Authority under Section 10.4 of the Concession Agreement (?Gateway Quarterly Reports?). A sample Gateway Quarterly Report is attached as Annex C, provided that this sample?s attachment shall not restrict Gateway?s right to change accounting systems and such report?s format and content from time to time. Gateway shall provide supporting backup documentation on the constituent elements of the Gateway Quarterly Report as may be reasonably requested from time to time by NBC. 5.4.2 Stand-By Fee. Not later than one (1) month prior to the beginning of each Active Period (subject to timely receipt by Gateway from NBC of reasonably requested information regarding the wind construction campaign schedule and other details), Gateway will reasonably project revenues and its direct costs for the immediately following two years and provide a copy thereof to NBC and the Authority (?Initial Two Year Active Period Projection?). To the extent that such Initial Two Year Active Period Projection projects Gateway generating less than either $5 million of Gateway Gross Revenue in the ?rst year of such Active Period or $10 million of cumulative Gateway Gross Revenue in the ?rst two years of such Active Period, or both, then NEO shall elect between the following options: 5.4.2.1 Allow Gateway to receive other, non?WTG cargo in addition to offshore wind equipment, while recognizing that NEO will have priority berthing and storage rights based on its vessel schedule, provided that NEO shall not be able to elect this option with respect to any period in which Gateway is not provided suf?cient access to storage space at the Port Facilities to render handling of such non-WTG cargo commercially feasible; or 5.4.2.2 Retain exclusive use of the Port Facilities, but pay to or receive from Gateway (directly or via the OEMs) the GT Revenue Shortfall Fee. The Revenue Shortfall Fee? with respect to any quarterly period shall mean the amount, positive or negative, by which Gateway?s actual prudently incurred direct costs as set forth in the applicable Gateway Quarterly Reports exceed (or are exceeded by) Gateway?s actual Gross Revenues for such period. Each such calculation of the GT Revenue Shortfall Fee shall include a cumulative calculation in arrears for all prior quarters in such two year period, with quarterly payments and credits set by the cumulative calculation. The GT Revenue Shortfall Fee shall be paid and credited quarterly in arrears during the Initial Two Year Active Period Projection, within thirty (30) days after receipt of the calculation. 5.4.3 GT Revenue Shortfall Forecast After Initial Two Years. Gateway will continue to reasonably project revenues and its direct costs for portions of each Active Period following the initial two (2) years, and shall timely provide NBC and the Authority with such 1 16950763 9 projections (?Later Active Period Projection?). In the event that a Later Active Period Projection reasonably projects Gateway generation of less than $10 million of cumulative revenue in a consecutive two-year period, the Parties agree to: 5.4.3.1 Use commercially reasonably efforts to evaluate the cause or causes or the anticipated revenue shortfall, and to develop a plan to address those causes in a manner intended to avoid shortfalls going forward. 5.4.3.2 Such a plan may or may not require an amendment to the Sublease Agreement. If an amendment is needed, the Parties will work cooperatively to execute such on a timely basis in order to avoid delaying any later following Active Period; If the Parties are not successful addressing the causes of a Gateway revenue shortfall prior to the commencement of the Active Period in question, the Parties will revert to same structure used in the first two (2) years of active operations under Section 5.4.2, but will continue to negotiate in good faith until a long-term solution is identified to their mutual reasonable satisfaction. SECTION 6 IDLE PERIODS 6.1 Idle Period Notification. 6.1.1 During periods where NBC is not using the Port Facilities for Permitted Uses (each an ?Idle Period?), NEO shall have the right and obligation to notify Gateway and the Authority in advance. No later than twelve (12) months prior to the expected end of any Active Period, NEO will notify Gateway and the Authority of the date that it expects to end current operations (?Idle Period Advance Notice?). The Idle Period Advance Notice may be by, but is not limited to, notice via the Expected Use Report. 6.1.2 NEO will update its Idle Period Advance Notice six (6) months and three (3) months prior to the expected end date of its current offshore wind operations. 6.1 .3 When NEO provides Gateway and the Authority with Idle Period Advance Notice it will also provide Gateway and the Authority with a good faith estimate of the duration of the applicable Idle Period. 6.1.4 Each respective Idle Period shall begin (?Idle Period Start Date?) on the earlier of the date speci?ed in the Idle Period Advance Notice or the actual date the Site is vacated by NBC and its OEM. 6.2 Long?Term Idle Period Noti?cation. 6.2.1 NEO shall have the right from time to time to designate by notice to Gateway and the Authority (?Long-Term Idle Period Advance Notice?) an Idle Period that it expects to persist longer than twenty-four (24) months (?Long-Term Idle Period?). 6.2.2 The Long-Term Idle Period Advance Notice may be by, but is not limited to, notice via the Expected Use Report. Noti?cation of a Long?Term Idle Period may be made 116950763 10 independently from noti?cation of an Idle Period. Without limiting the foregoing, noti?cation of a Long?Term Idle Period may be made during an Active Period. 6.2.3 In each case, the Long-Term Idle Period will commence no earlier than twelve (12) months after the Long-Term Idle Period Advance Notice has been given (?Long-Term Idle Period Start Date?). 6.3 Short-Term Idle Period Fees. 6.3.1 In the case of an Idle Period that has not been designated a Long-Term Idle Period (each a ?Short-Term Idle Period?), NEO will pay Gateway the Gateway Short-Term Idle Period Fee. 6.3.2 The ?Gateway Short-Term Idle Period Fees? will be equal to and calculated quarterly based on the Gateway Idle Period Direct Costs during the period commencing on the Idle Period Start Date for that Short-Term Idle Period and ending upon the earlier of the resumption by NBC of an Active Period or a Long-Term Idle Period Start Date. After the end of each three (3) month anniversary of the Idle Period Start Date of each Short-Term Idle Period, and after the last day of that Short-Term Idle Period, Gateway shall calculate and deliver to NBC a cumulative calculation of the amount, positive or negative, by which the Gateway Idle Period Direct Costs exceed (or are exceeded by) the Gateway Idle Period Gross Revenues during that Short?Term Idle Period. A positive excess of Gateway Idle Period Direct Costs over the Gateway Idle Period Gross Revenues shall be the Gateway Short-Term Idle Period Fee owed by NEO for such quarter. A negative excess when Gateway Idle Period Direct Costs are exceeded by the Gateway Idle Period Gross Revenues) shall be a credit owed by Gateway to NBC for such quarter. Each such quarterly calculation shall also include a cumulative calculation of fees and credits with respect to all prior quarterly portions of such Short-Term Idle Period. NEO shall make payment to Gateway of any net cumulative Gateway Short-Term Idle Period Fees within thirty (30) days after receipt of the calculation from Gateway, and Gateway shall make payment to NBC of any net cumulative Gateway Short-Term Idle Period Fees credits (but only up to an amount that does not exceed the cumulative Gateway Short-Tenn Idle Period Fees, if any, received during such Short-Term Idle Period) owed within thirty (30) days after the end of the applicable Short-Term Idle Period. 6.3.3 No Gateway Short-Term Idle Period Fee shall be due with respect to any Long-Term Idle Period. 6.3.4 Gateway will utilize best commercially reasonable efforts to minimize costs and maximize revenues during the Idle Period. 6.3.5 Except for the Gateway Short-Term Idle Period Fee, and Section 5.4.2.2, NEO will owe no other fees or payments to Gateway during any Idle Period. 6.4 Third Party Remarketing for Idle Periods. 6.4.1 For each pending or continuing Idle Period, NEO will collaborate with Gateway and will use their best commercially reasonable efforts to remarket the Port Facilities to other customers during the Idle Period, with preference given to other offshore wind developers. 116950763 1 1 6.4.2 NEO and Gateway will collaborate to establish a sub-Sublease fee structure payable to NEO sub-Sublease Fees?) from other Port Facilities users who desire to sublease or otherwise utilize all or a portion of the Port Facilities during an Idle Period, with the goal of providing the maximum available market rate NEO sub-Sublease Fees. Payment of NBC sub-Sublease Fees to NEO shall not relieve users of the Port Facilities from paying to Gateway the fees otherwise due to Gateway under the Concession Agreement. Any dispute between NEO and Gateway about the rate of such NEO sub-Sublease Fees shall be resolved under Section 17. 6.5 Shared Revenue During Idle Periods. 6.5.1 NEO is not relieved of its Rent obligation'to the Authority during Idle Periods. 6.5.2 Any NEO sub-Sublease Fees paid by other customers during any Idle Period will be payable to NEO, not Gateway or the Authority. 6.5.3 NEO sub-Sublease Fees paid by other customers to NBC in excess of $4,000,000 per annum will be shared with the Authority in proportion to the Authority/NED Capital Cost Ratio, the payment of which Authority share shall be deemed Rent due hereunder. NEO shall provide supporting documentation for all such NEO sub?Sublease Fees in form and substance reasonably acceptable to the Authority. 6.5.4 Except for the NEO sub-Sublease Fees, all other fees payable by other customers during an Idle Period will be payable by these other customers to Gateway; NEO will not share in these revenues. SECTION 7 GATEWAY OBLIGATIONS The obligations and responsibilities of Gateway are as follows: 7.1 General Responsibilities. 7.1.1 Gateway will discharge and ful?ll all Concessionaire obligations under the Concession Agreement, as modi?ed by Section 10 hereof, in addition to the speci?c responsibilities expressly applicable to Gateway under the Sublease. 7.2 Operation, Repair, and Maintenance. 7.2.1 Gateway shall perform, at Gateway?s sole cost and expense, any actions necessary to provide for the comprehensive administration, management, operation, maintenance, repair, and improvement of the Port Facilities and all other obligations assumed by Gateway under the Concession Agreement, all in accordance with the Port Operations Manual, the Port Standards, Good Industry Practice, all Applicable Laws, the terms of the Concession Agreement, (as modi?ed by Section 10 hereof) and this Sublease Agreement. 7.2.2 NEO may, but shall not be required (except as may be otherwise expressly required by the Harbor Development Agreement) to make any improvement on or to the Site or 116950763 12 Port Facilities during the Term. Any NEO improvements to the Site or Port Facilities (other than the initial Authority improvements for WTG set forth on Schedule 1) requires both Gateway?s and the Authority?s consent (per Annex A paragraph (11). 7.2.3 Gateway shall provide the speci?c services Services?) for NBC and the GEMS as set forth on Annex B. 7.2.4 Any fees charged to or collected from NBC or the OEMs by Gateway for the NBC Services shall be as set forth in Annex B, notwithstanding the Concession Agreement. 7.2.5 and the respective Subcontractors, Af?liates, agents, or invitees shall have the right to access the Site and Port Facilities during the Term, after timely reasonable prior notice using reasonable efforts to minimize interference with any operations then being conducted on or about the Site. To the extent that any such Persons exercise access rights pursuant to this Section, they shall strictly abide by any safety and operational requirements of the Site at the instruction of Gateway?s employees working at the Site and the Terminal Operation Rules and Regulations issued by Gateway from time to time. 7.3 Utilities. 7.3.1 Except as otherwise set forth on Annex B, Gateway shall pay or shall cause to be paid all costs and expenses for the following utilities used or consumed at the Site: water, sewer, electric, oil, and gas. 7.3.2 Gateway does not warrant that any of the utilities will be free from interruptions caused by any Force Majeure event or any other event beyond the control of Gateway. 7.3.3 Gateway shall, at its own expense, maintain, service, and repair all utility lines and appurtenant improvements including, but not limited to, water mains and hydrants, and sewer and gas lines existing on the Site as of the Occupancy Date, provided such maintenance, service and repair are not the result of the fault or negligence of NBC or its Subcontractors, Af?liates, agents, or invitees. 7.4 Signage. 7.4.1 To the extent permitted by Applicable Law, Gateway shall provide signs on State Pier Road indicating the approach to the Port Facilities, together with signs designed to direct traf?c within the area and reserves the right to erect, remove or change directional or informational signs on State Pier Road and other highways as it deems necessary and desirable for the convenience of the traveling public. 7.4.2 NEO shall be permitted to erect, at its sole cost and expense, reasonable and customary signs on or adjacent to the Port Facilities identifying NBC. The signs, if so erected, must state the corporate name of NBC and conform to Applicable Law. 116950763 13 7.5 Gateway Capital Improvements. 7.5.1 Pursuant to, and as de?ned in, Sections 9.4 and 9.5 of the Concession Agreement, as modi?ed by Section 10 hereof, Gateway shall perform the Capital Improvements required thereby, provided that no such Capital Improvement by Gateway may materially and adversely interfere with Permitted Uses hereunder. 7.6 Notice of Inspections. 7.6.1 Gateway shall give NEO timely notice of any general inspection or any other inspection of Port Facilities necessary to comply with Applicable Laws or otherwise effectuate the terms of the Concession Agreement, except where prohibited by a governmental authority or when circumstances do not permit. 7.6.2 NEO and the Authority and their respective representatives shall be entitled to attend any inspection of the Port Facilities upon giving reasonable notice to Gateway (whether or not it is entitled to receive or has received notice thereof in accordance with Section 7.6.1 above), except where prohibited by a governmental authority or when circumstances do not permit. SECTION 8 RENT PAYMENTS AND INTEREST NEO will remit all monies owing and due under this Section 8 to the Authority and not to Gateway. 8.1 Rent. 8.1.1 Beginning on the Occupancy Date, and as more particularly set forth in Section 8.1.1(c) of the Harbor Development Agreement, for every year thereafter during the Term, NEO shall make payments directly to the Authority for the use, subject to the Concession Agreement, of the Site and the Port Facilities Payments of the Rent include all applicable taxes thereon, however, the Rent payable hereunder does not include any amount due and payable or owing for real or personal property taxes and NEO shall be solely responsible for the payment of all such real or personal property taxes. Upon not less than ten (10) days prior notice to the Authority, NEO shall have the right to appeal the amount of such real and personal property taxes and the Authority shall not object to such appeal. Subject to adjustment as set forth in Sections 5.2.4, 5.2.5, 8.1.1, 8.4.4, 14.1 and 14.2 of the Harbor Development Agreement, the Rent shall be Two Million US Dollars ($2,000,000) per annum, and shall be made in four (4) installments of ?ve hundred thousand US Dollars The initial installment of Rent shall be ?rst paid on or before the Occupancy Date. All subsequent Rent shall be made in advance, on or before the ?rst day of every third month following the Occupancy Date. All Rent and Adjusted Rent payments shall initially be payable and deliverable as follows (the Authority reserving, however, the right to modify Rent payment instructions): to [insert Authority wiring instructions]. 8.1.2 For duration of the Renewal Term, or anytime thereafter during which this Sublease Agreement is in effect (each an ?Extended Term?), NEO shall pay an aggregate ?xed payment of the Rent as adjusted by NBC and the Authority consistent with Section 2.3.1 for the 116950763 14 Renewal Term and Section 2.3.2 for an Extended Renewal Term (the ?Adjusted Rent?). Adjusted Rent shall be paid on or before the ?rst day of every third month following the effective date of the Extended Term. 8.1.3 Notwithstanding anything to the contrary in Section 8.1.1, upon commencement of this Sublease Agreement NEO shall pay the Authority one (1) year?s Rent in advance for the ?rst (1st) year of the Term; and (ii) deliver to the Authority a clean, irrevocable and unconditional standby letter of credit (the ?Letter of Credit?) from a ?nancial institution (the ?Issuing Bank?) containing the terms set forth in Section 8.1.4 below and otherwise in customary form (with both such form and the Issuing Bank being reasonably satisfactory to the Authority). The Letter of Credit shall serve as a security deposit hereunder (the ?Security Deposit?), and shall be in an amount equivalent to six (6) months? Rent (which is expected to be $1,000,000 unless Rent is reduced pursuant to the HDA). 8.1.4 NEO shall deliver to the Authority the Letter of Credit as security for the faithful performance and observance by NEO of the terms, provisions and conditions of this Sublease Agreement. NEO agrees that in the event of the occurrence of an Event of Default or (ii) in the performance of any of obligations under this Sublease Agreement, including the payment of any item of Rent or Adjusted Rent due to the Authority, the Authority may draw under the Letter of Credit the whole or any part of such amounts due, to the extent required for the payment of any Rent or Adjusted Rent or any other sum as to which NBC is in default in paying the Authority, or for any sum that the Authority may expend or may be required to expend by reason of the such default (including any damages or de?ciency accrued before or after summary proceedings or other re-entry by the Authority). If the Authority applies or retains any portion or all of the proceeds of the Letter of Credit, NEO shall forthwith restore the amount so applied or retained by delivering an additional or new Letter of Credit so that, at all times, the amount of the security deposit shall be the then required full amount. Provided there is no uncured Event of Default, any balance of the proceeds of the Letter of Credit held by the Authority and not used, applied or retained by the Authority as above provided, and any remaining Letter of Credit, shall be returned to NEO after the expiration of the Term and after NEO surrenders possession of the Site and Port Facilities in the condition required under the Sublease Agreement. The Letter of Credit shall have a term of not less than one year, be in form and content reasonably satisfactory to the Authority, be for the account of the Authority and be in the amount of the Security Deposit. The Letter of Credit shall provide that: 1) The Issuing Bank shall pay to the Authority or its duly authorized representative an amount up to the face amount of the Letter of Credit upon presentation of the Letter of Credit and a sight draft in the amount to be drawn; (2) The Letter of Credit shall be deemed to be automatically renewed, Without amendment, for consecutive periods of one year each during the Term, unless the Issuing Bank sends written notice (the ?Non-Renewal Notice?) to the Authority by certi?ed or registered mail, return receipt requested, at least thirty (30) days prior to the expiration date of the Letter of Credit, to the effect that it elects not to have such Letter of Credit renewed; 116950763 1 5 (3) The Letter of Credit delivered in respect of the last year of the Term shall have an expiration date of not earlier than sixty (60) days after the Expiration Date; and (4) The Letter of Credit shall be transferable by the Authority to any successor or purchaser. The Authority, after receipt of the Non-Renewal Notice, shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash Security Deposit. The Authority shall release such proceeds to NEO upon delivery to the Authority of a replacement Letter of Credit complying with the terms hereof. NEO covenants that it will not assign or encumber, or attempt to assign or encumber, the Letter of Credit held hereunder, and that neither the Authority nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. In the event that any bankruptcy, insolvency, reorganization or other debtor?creditor proceedings shall be instituted by or against NEO, its successors or assigns, or any guarantor of NEO hereunder, the security shall be deemed to be applied to the payment of the Rent and Adjusted Rent due to the Authority for periods prior to the institution of such proceedings and the balance, if any, may be retained by the Authority in partial satisfaction of the Authority?s damages. 8.1.5 In the event NEO fails to vacate the Site or Port Facilities after expiration of or termination of this Sublease Agreement, without the express written consent of Gateway to remain, NEO shall pay, effective upon the expiration of the Rental Term 125% of Rent on a basis. No holding over by NBC after the Term shall be construed to extend the Term. 8.2 Interest. Unless otherwise provided for in this Agreement, any Party in default of payment of any amount due hereunder shall pay interest thereon to the Party to whom the payment is owing at the following rate: a rate of two (2) per cent per annum above Prime Rate commencing thirty (30) days from the applicable default. Such interest shall be computed on the amount due on a daily basis from the due date until the relevant amount together with accrued interest is fully paid by the defaulting Party. 8.3 Currency. All disbursements or payments by or to a Party shall be denominated and collected in United States Dollars in immediately available funds. SECTION 9 REPRESENTATIONS AND WARRANTIES 9.1 E0 Representations and Warranties. NEO hereby represents and warrants, as of the Effective Date, that: 116950763: 16 9.1.1 It is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of organization and duly quali?ed to conduct business in the State; 9.1.2 NEO has the power and authority to enter into this Sublease Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by NEO in accordance with the terms hereof; 9.1.3 This Sublease Agreement is legally valid and binding upon NBC and does not require any further approval or consent or registration in any form in order to give full force and effect thereto; 9.1.4 The execution and delivery of this Sublease Agreement by NBC, the consummation of the transactions contemplated hereby and the performance by NEO of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of NBC under any Applicable Law, any material agreement, instrument or document to which NBC is a party or by which it is bound or the articles, bylaws or governing documents of 9.1.5 NEO does not require any consent to be obtained, no notice to be given to, or ?ling to be made with any Person (including any Relevant Authority) in connection with the execution and delivery by NEO of this Sublease Agreement or the consummation of the transactions contemplated hereby, except for such consents that have been obtained and notices of ?lings that have been given as of the Effective Date or such other consents that are not required to be obtained as at the Effective Date and are expected to be obtainable following the Effective Date; and 9.1.6 NBC is not aware, after making due inquiries, of any proceedings, actions or claims, pending or threatened, against or otherwise involving NEO that would prejudice, in any way, ability to ful?ll its or their respective obligations under this Sublease Agreement. 9.2 Gateway Representations and Warranties. Gateway hereby represents and warrants, as of the Effective Date, that: 9.2.1 Gateway has all necessary rights in the Site and Port Facilities to effectuate the speci?c terms of this Sublease Agreement; 9.2.2 Gateway is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of Gateway?s organization and duly quali?ed to conduct business in the State; 9.2.3 Gateway has the power and authority to enter into this Sublease Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by Gateway in accordance with the terms hereof; 116950763 17 9.2.4 This Sublease Agreement is legally valid and binding upon Gateway and does not require any further approval or consent or registration in any form in order to give full force and effect thereto; 9.2.5 The execution and delivery of this Sublease Agreement by Gateway, the consummation of the transactions contemplated hereby and the performance by Gateway of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of Gateway under any Applicable Law, any material agreement, instrument or document to which Gateway is a party or by which it is bound or the articles, bylaws or governing documents of Gateway; 9.2.6 Gateway does not require any consent to be obtained, notice to be given, or ?ling to be made with, any Person (including any Relevant Authority) in connection with the execution and delivery by Gateway of this Sublease Agreement or the consummation of the transactions contemplated hereby, except for such consents that have been obtained and notices of ?lings that have been given as of the Effective Date or such other consents that are not required to be obtained as at the Effective Date and are expected to be obtainable following the Effective Date; and 9.2.7 Gateway is not aware, after making due inquiries, of any proceedings, actions or claims, pending or threatened, against or otherwise involving Gateway that would prejudice, in any way, Gateway?s ability to ful?ll its or their respective obligations under this Sublease Agreement. SECTION 10 SUSPENSION OF CERTAIN CONCESSION AGREEMENT PROVISIONS 10.1 Suspension. Commencing upon the execution of the Harbor Development Agreement, and continuing for the entire Term of the Sublease Agreement (as the same may be extended), the Authority, Gateway and NEO mutually agree that certain provisions of the Concession Agreement are hereby suspended and/or modi?ed as set forth on Exhibit A attached hereto, the terms of which are hereby expressly incorporated by this reference. SECTION 11 FORCE MAJEURE 11.1 Force Maieure. ?Force Majeure? means war, hostilities (whether war be declared or not), invasion, act of foreign enemies; (ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war; riot, commotion, disorder, strike or lockout by Persons not a Party to this Sublease Agreement; (iv) munitions of war, explosive materials, ionizing radiation or contamination by radio?activity, except as may be attributable to the use of such munitions, explosives, radiation or radio-activity by a Party, its Af?liates, Employees or Subcontractors; acts of god (such as extreme weather, tornado, ?ood, hurricane or natural catastrophes such as earthquake and volcanic 1 16950763 1 8 activity), in each case only to the extent such event or circumstance is an exceptional event or circumstance; (vi) changes to existing laws, codes or regulations governing construction of the Project that have a material adverse impact on the Project; and, in each case, which is beyond the control of the Party seeking to invoke Force Majeure; and which such Party could not reasonably have avoided, prevented or overcome through the exercise of due diligence; and which is not substantially attributable to such Party. Without limiting the generality of the foregoing, for purposes of this Sublease Agreement, the term ?Force Maj eure? excludes: (A) the Authority?s failure to procure and secure the Permits necessary to complete the Work or additional funds to cover amounts to be funded by the Authority under Sections 8.2 or 8.4 of the Harbor Development Agreement, (B) changes in ?nancial markets or market conditions generally, (C) events or circumstances within the conditions required to be designed against or provided for in accordance with the Harbor Development Agreement, (D) the occurrence of any shortages of manpower or supplies; or (E) any delay, default or failure (direct or indirect) in obtaining supplies, or of any OEM, Subcontractor or worker performing any work or any other delay, default or failure (?nancial or otherwise) of an OEM, Subcontractor, vendor or supplier, (F) change orders to the LQRB (as de?ned in the Harbor Development Agreement) as a result of design errors or omissions. Notwithstanding the above, an event of Force Majeure shall not apply to the failure of the Authority to obtain the Permits, (ii) the obligation of NBC to make Rent, Adjusted Rent and other payments to the Authority due under this Sublease Agreement and the obligation of NBC to make the payments set forth in Section 8.1.3 of the Harbor Development Agreement. 11.2 Notice of Force Maieure. If any Party hereto claims to be affected by an event of Force Majeure as de?ned in Section 1 .1, it shall give notice within ?ve (5) Business Days of the occurrence thereof to the other Parties. The affected Party shall likewise immediately give notice to the other Parties within ?ve (5) Business Days when the event of Force Maj eure has ceased. 11.3 Excuse of Performance. 1 1.3.1 Should an event of Force Maj eure prevent the total or partial performance of any of the obligations of either Party under this Sublease Agreement, then the Party claiming the event of Force Majeure shall be excused from whatever performance is prevented thereby to the extent so affected and the other Party shall not be entitled to terminate this Sublease Agreement except as otherwise provided herein. The Party claiming the event of Force Majeure shall use commercially reasonable efforts to continue to perform its obligations hereunder. 11.3.2 No Party shall claim damages, penalties, interest or any other compensation from any other Party due to the occurrence of an event of Force Maj eure. 116950763 19 11.3.3 The foregoing provisions of this Section 11 shall not, however, excuse or release the Party claiming Force Majeure from obligations due or performable, or compliance required, under this Sublease Agreement prior to the above mentioned failures or delays in performance due to the occurrence of Force Majeure or obligations not affected by the event of Force Majeure. Unless this Sublease Agreement shall have been terminated pursuant to Section 13, a Party excused from performance by the occurrence of Force Majeure shall continue its performance under this Sublease Agreement when the effects of the event of Force Majeure are removed. SECTION 12 EVENTS OF REMEDIES. 12.1 Default by NEO. The occurrence of any of the following events shall be deemed a default by NBC (and, after lapse of any applicable grace period set forth below, a Event of Default?): 12.1.1 NEO fails to timely pay any installment of the GT Revenue Shortfall Fee, the Gateway Short-Term Idle Period Fee, or any other monetary sum due from NEO to Gateway hereunder, or any Rent due from NBC to the Authority hereunder, within ?ve (5) Business Days after receipt of written notice of such failure; 12.1.2 NEO shall have become unable or admits in writing its inability to meet its ?nancial obligations under this Agreement; 12.1.3 NEO ?les a petition for bankruptcy, insolvency, or voluntarily commences any proceeding or ?les any petition seeking liquidation, winding up, reorganization, moratorium, arrangement, composition or other similar relief under Applicable Law; 12.1.4 An involuntary proceeding is commenced or an involuntary petition is ?led seeking an adjudication of NBC as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, moratorium, arrangement, composition or other similar relief under Applicable Law in respect of NBC or any substantial part of its property; 12.1.5 NEO fails to perform any other covenant, condition, agreement or provision contained herein for thirty (30) days after written notice; or 12.1.6 Any representation or warranty of NBC contained in this Sublease Agreement or any other document delivered by NBC in connection with this Sublease Agreement proves to have been false, inaccurate or misleading in any material respect when made. 12.2 Remedies of Gatewav upon NEO Event of Default. Upon the occurrence and during the continuance of a NEO Event of Default other than payment of Rent to the Authority, Gateway may, by notice to NBC, declare NEO to be in Default and may do any or all of the following as Gateway, in its discretion, shall determine: 116950763 20 12.2.1 Gateway may give written notice to NEO requiring NEO to use its best efforts to remedy the NBC Event of Default within a period of time prescribed by Gateway, which shall not exceed ?ve (5) Business Days in the case of failure to pay any monetary sum when due, and which shall not exceed three (3) months in all other cases, from the receipt of such notice and which shall take into account the nature of the NBC Event of Default; 12.2.2 If such NEO Event of Default is not remedied by the expiration of the speci?ed period, or such shorter period as may be required in the event of emergency, or NEO fails to pursue reasonable steps to remedy such NEO Event of Default by the expiration of the speci?ed period, Gateway shall have the right, but not the obligation, to cure such NEO Event of Default at any time thereafter, and NBC agrees to reimburse Gateway for any amount paid by Gateway to cure a NEO Event of Default. If NEO fails to reimburse Gateway within thirty (30) days of such payment, Gateway may deduct the amount paid from the next or future payments or credits to NBC hereunder; 12.2.3 To the extent that performance by NBC of the relevant obligation is reasonably practicable or legally available, Gateway may seek speci?c performance or other equitable remedies; and 12.2.4 Gateway may exercise any of its other rights and remedies provided for hereunder (including Section 13) or at law or equity. 12.3 Remedies of Authoritv Upon NEO Event of Default. Upon the occurrence and during the continuance of a NEO Event of Default, involving any obligation of NBC to the Authority under this Sublease Agreement, including the nonpayment of Rent or Adjusted Rent to the Authority or failure to deliver or maintain the full amount of the Letter of Credit, the Authority may, by notice to NBC, declare NEO to be in default and may do any or all of the following as the Authority, in its discretion, shall determine: 12.3.1 In the event of nonpayment of Rent or Adjusted Rent to the Authority continuing beyond ?ve (5) Business Days after receipt of written notice of such failure, the Authority may draw all applicable unpaid funds under the Letter of Credit described in Section 8.1 above; 12.3.2 The Authority may give written notice to NEO requiring NEO to use its best efforts to remedy the NBC Event of Default within a period of time prescribed by the Authority, which shall not exceed ?ve (5) Business Days in the case of failure to pay any monetary sum when due; 12.3.3 To the extent that performance by NEO of the relevant obligation to the Authority is reasonably practicable or legally available, the Authority may seek speci?c performance or other equitable remedies; and 12.3.4 The Authority may exercise any of its other rights and remedies provided for hereunder (including Section 13) or at law or equity. 116950763 21 12.4 Gateway Event of Default. The occurrence of any of the following events shall be deemed a default by Gateway (and, after the lapse of any applicable grace period set forth below, a ?Gateway Event of Default?): 12.4.1 Gateway fails to operate and maintain the Port Facilities in accordance with the terms of the Concession Agreement and/or this Sublease Agreement for thirty (30) days after written notice; 12.4.2 Gateway fails to correct any Concessionaire Event of Default, as de?ned in Section 15.1 of the Concession Agreement, including the interruption of the utilities, services, or facilities within its control and used or consumed by NEO at the Site; 12.4.3 Gateway fails to pay any amount of money due to NEO within ?ve (5) Business Days after receipt of written notice of such failure; 12.4.4 Gateway fails to perform any other covenant, condition, agreement or provision contained in the Concession Agreement and/or herein for thirty (30) days after written notice (or, with respect to the Concession Agreement such longer grace period as may be expressly set forth therein); and 12.4.5 Any representation or warranty of Gateway contained in this Sublease Agreement or any other document delivered by Gateway in connection with this Sublease Agreement proves to have been false, inaccurate or misleading in any material respect when made. 12.5 Remedies of NEO upon Gateway Event of Default. Upon the occurrence and during the continuance of a Gateway Event of Default, NEO may, by notice to Gateway, declare Gateway to be in default and may do any or all of the following as NEO, in its discretion, shall determine: 12.5.1 NEO may require Gateway to use its best efforts to remedy the Gateway Event of Default within a period time which shall not exceed ?ve (5) Business Days in the case of Gateway? 5 failure to pay any monetary sum when due, and which shall not exceed three (3) months in all other cases and which shall take into account the nature of the breach (the ?Gateway Cure Period?). If such Gateway Event of Default involves a failure to provide services required of Gateway under this Sublease Agreement or the Concession Agreement, remedies shall include the election to provide such services and charge Gateway the costs thereof. 12.5.2 If such Gateway Event of Default is not remedied by the expiration of the speci?ed period, or such shorter period as may be required in the event of an emergency, or Gateway fails to pursue reasonable steps to remedy such Gateway Event of Default by the expiration of the speci?ed period, NEO shall have the right, but not the obligation, to cure such Gateway Event of Default at any time thereafter, and Gateway agrees to reimburse NEO for any amount paid by NEO to cure a Gateway Event of Default. If Gateway fails to reimburse NEO within thirty (30) days of such payment, NEO may deduct the amount paid from the next or any future payments to Gateway hereunder. 1 16950763 22 12.5.3 To the extent that performance by Gateway of the relevant obligation is reasonably practicable or legally available, NEO may seek speci?c performance, injunction or other equitable remedies; and 12.5.4 NEO may exercise any of its other rights and remedies provided for hereunder (including Section 13) or at law or equity. 12.6 Limitation on Liability. 12.6.1 Notwithstanding any other provision of this Sublease Agreement, the Parties acknowledge that'it is in their mutual interests to limit their liability to each other, and expressly bargain for and agree that neither Party shall be liable to the other Party under this Sublease Agreement for punitive, remote, indirect, special, consequential, expectation, ongoing, future or speculative damages, lost pro?ts or any contingent liability (it being understood that such contingent liability, if it becomes actual, is subject to the exclusions under this Section 12.6). 12.6.2 In all cases, the liability of any Party for such Party?s activities, obligations, liabilities, or debts with respect to this Sublease Agreement shall not be a liability of any of?cer, director, manager, member or equity owner of such Party. 12.6.3 In the event of any transfer or assignment by any Party of all or any portion of its rights and obligations hereunder, such transfer or assignment shall be effected pursuant to a written agreement whereby the transferee is responsible for all applicable obligations or liabilities under this Sublease Agreement arising from and after the date of assignment. SECTION 13 TERMINATION 13.1 Termination. This Sublease Agreement may be terminated as follows: NEO shall have the right, but not the obligation, to terminate if any Gateway Event of Default occurs and continues beyond the cure periods set forth in Sections 12.4 and 12.5 above. If NEO terminates under this subsection, NEO shall provide Gateway thirty (30) days? written notice. Gateway shall have the right, but not the obligation, to terminate if any NEO Event of Default occurs and continues beyond the cure periods set forth in Sections 12.1 and 12.2 above. If Gateway terminates under this subsection, Gateway shall provide NEO thirty (3 0) days? written notice. (0) The Authority shall have the right, but not the obligation to terminate if any NEO Event of Default occurs and continues. Automatically, upon a termination of the Harbor Development Agreement by the Authority under Section 15.4 thereof as a result of a NEO Event of Default thereunder. 116950763 23 13.2 Effect of Termination. On the early termination of this Sublease Agreement for whatever reason: 13.2.1 This Sublease Agreement (except for those provisions that by their terms survive the termination of this Sublease Agreement) shall cease to have effect, subject to all rights and obligations of the Parties existing prior to such termination; 13.2.2 NEO shall have no further Rent obligations beyond any prorated Rent necessary to ful?ll its obligations hereunder for any occupancy of the Port Facilities ?om the later date of notice of termination was given by either Party until such date as when the termination is deemed effective under Section 13.lor (ii) the date NEO surrenders possession of the Site and Port Facilities in the condition required hereunder; 13.2.3 NEO shall have no further monetary obligations to Gateway for fees beyond any prorated fees necessary to ful?ll its obligations hereunder; 13.2.4 If either Party shall dispute such termination by the other Party, a ?nal determination of the validity of any termination notice given under 13.1 shall be made in accordance with Section 17 herein; and 13.2.5 NEO shall surrender possession of the Site and Port Facilities in the condition required at the end of the Term, the Renewal Term or the Extended Renewal Term as applicable. SECTION 14 INDEMNIFICATION 14.1 Indemni?cation bv NEO. NEO shall indemnify and hold harmless the Authority, Gateway and its Af?liates and the respective directors, of?cers, agents and employees of Gateway and its Af?liates (Gateway, the Authority and each such entity or person, being a Indemni?ed Person?) from and against all third party personal injury or property losses, claims, damages judgments, assessments, costs and other liabilities (collectively, ?Expenses?), whether or not in connection with pending or threatened litigation and whether or not any Indemni?ed Party is a party, to the proportionate extent arising out of or resulting from performance under this Sublease Agreement. The indemnity obligations of NBC set forth herein shall apply to any modi?cation of this Sublease Agreement and shall remain in full force and effect regardless of any termination of, or the completion of services under or in connection with this Sublease Agreement. 14.2 Indemni?cation by Gateway. Gateway shall indemnify and hold harmless the Authority, NEO and its Af?liates and the respective directors, of?cers, agents and employees of NBC and its Af?liates (NEO, the Authority and each such entity or person, being a ?Gateway Indemni?ed Person?) from and against all Expenses, whether or not in connection with pending or threatened litigation and whether or not any Indemni?ed Party is a party, to the proportionate extent arising out of or resulting from 116950763 24 Gateways? performance under this Sublease Agreement. The indemnity obligations of Gateway set forth herein shall apply to any modi?cation of this Sublease Agreement and shall remain in full force and effect regardless of any termination of, or the completion of services under or in connection with this Sublease Agreement. 14.3 Iniured Employees. The indemni?cation obligations under this Section 14 shall apply, without limitation, to all matters involving injured employees of NBC or Gateway, any supplier or Subcontractor of either, regardless of any provisions of the applicable workers? compensation laws, and in particular regardless of the exclusive remedy and/or employees? immunity provisions of those laws, all of which are hereby expressly waived. 14.4 Procedures. 14.4.1 If an Indemni?ed Party receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than an Indemnifying Party and with respect to which an Indemnifying Party is obligated to provide indemni?cation pursuant to this Sublease Agreement, the Indemni?ed Party shall, within ten (10) Business Days thereafter, give the Indemnifying Party written notice (an ?Indemni?cation Notice?) thereof which sets forth in reasonable detail such information with respect to such suit, action, claim, proceeding or investigation as the Indemni?ed Party shall then have, but the failure to give an Indemni?cation Notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemni?ed Party except to the extent that the Indemnifying Party shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such indemni?cation is sought. 14.4.2 Upon receipt of an Indemni?cation Notice, the Indemnifying Party shall be entitled at its option and at its cost and expense to assume the defense of such suit, action, claim, proceeding or investigation with respect to which it is called upon to indemnify an Indemni?ed Party pursuant to this Section 14; provided, however, that the Indemnifying Party noti?es the Indemni?ed Party of its intention to assume such defense within thirty (30) days after the Indemni?ed Party gives the Indemnifying Party the relevant Indemni?cation Notice. If the Indemnifying Party elects to assume the defense of such suit, action, claim, proceeding or investigation, as the case may be, the Indemnifying Party shall retain counsel reasonably satisfactory to the Indemni?ed Party. The Indemni?ed Party shall have the right to employ its own counsel in any such suit, action, claim, proceeding or investigation, but the fees and expenses of such counsel shall be at the expense of the Indemni?ed Party. 14.4.3 If the Indemnifying Party elects to assume the defense of any suit, action, claim, proceeding or investigation for which it is called upon to indemnify the Indemni?ed Party pursuant to this Section 14, the Indemnifying Party shall not settle or compromise such suit, action, claim, proceeding or investigation without the prior written consent of the Indemni?ed Party unless there is no ?nding or admission of any violation of law by the Indemni?ed Party, and the sole relief provided is monetary damages covered in full by the indemnity. 116950763 25 14.4.4 The Indemnifying Party agrees to keep the Indemni?ed Party reasonably informed of the events of any applicable suit, action, claim, proceeding or investigation. If requested by the Indemnifying Party, the Indemni?ed Party shall co-operate to the extent reasonably requested in the defense or prosecution of any suit, action, claim, proceeding or investigation for which such Indemnifying Party is called upon to indemnify the Indemni?ed Party pursuant to this Section 14. 14.4.5 The amount of any Loss indemni?able pursuant to this Section 14 shall be reduced by the value of any bene?t (other than any insurance bene?t or proceeds) realized, directly or indirectly, in any jurisdiction by the Indemni?ed Party as a result of such Loss; and the amount of any insurance proceeds received by the Indemni?ed Party in reSpect of such Loss. If such proceeds are received by the Indemni?ed Party following an indemnifying payment in respect of the relevant Loss, the Indemni?ed Party shall pay to the Indemnifying Party an amount equal to the lesser of the amount of such proceeds and (ii) the amount of the indemnifying payment made by the Indemnifying Party. 14.4.6 No amount shall be payable by any Indemnifying Party pursuant to this Section 14 in respect of consequential damages, including any loss of pro?t, revenue or opportunity or punitive damages; provided, however, that an Indemnifying Party may be liable under this Section 14 for all actual payments reasonably made by the other Party to third parties or reasonable out?of?pocket and documented costs or expenses actually suffered or incurred by such other Party in respect of third-party claims. 14.4.7 No Indemni?ed Party shall be entitled to be indemni?ed more than once under this Sublease Agreement for the same Loss. SECTION 15 INSURANCE 15.1 Gateway Insurance Requirements. 15.1.1 Gateway shall obtain and maintain, or cause to be obtained and maintained, in force and effect, the types and amounts of insurance set forth in Schedule 2 at all times during the Term. 15.1.2 Gateway shall not act and shall prevent its Af?liates and Subcontractors from acting in any manner that would void any of the Insurances of Gateway or NEO. 15.1.3 On request of NBC, Gateway will provide certi?cates of insurance and additional insured endorsements for any insurance policy required under Schedule 2. 15.1.4 On request of NBC, Gateway shall provide copies of any insurance policies to NBC following a claim or notice of potential claim to which the policy may reasonably be believed to afford coverage to NBC as an additional insured. 15.1.5 Gateway shall provide at least thirty (30) days prior written notice to NEO and its designees of any cancellation. 116950763 26 15.2 NEO Insurance Requirements. 15.2.1 NEO shall obtain and maintain, or cause to be obtained and maintained, in full force and effect, the types and amounts of insurance set forth in Schedule 3 at all times during the Term. 15.2.2 NEO shall not act and shall prevent its Af?liates and Subcontractors from acting in any manner that would void any of Gateway?s Insurances. 15.2.3 On request of Gateway, NEO will provide certi?cates of insurance for any insurance policy required under Schedule 3. 15.2.4 On request of Gateway, NEO shall provide copies of any insurance policies to Gateway following a claim or notice of potential claim to which the policy may reasonably be believed to afford coverage to Gateway as an additional insured. 15.2.5 NEO shall provide at least thirty (30) days prior written notice to Gateway and its designees of any cancellation. 15.3 Waiver of Subrogation. The Parties waive any right of action that they or their insurance carriers might have against each other (including their respective representatives) for any Loss to the extent that such Loss is covered by any property insurance policy or policies maintained, or required to be maintained pursuant to this Sublease Agreement, and to the extent that such proceeds (which proceeds are free and clear of any interest of third parties) are received by the Party claiming the Loss. If any of the Parties? applicable insurance policies do not allow the insured to waive the insurer?s rights of subrogation prior to a Loss, the Party seeking to provide the waiver the waiver shall cause the applicable insurance policy to be endorsed with a waiver of subrogation that allows the waivers of subrogation required by this Section 15. SECTION 16 ASSIGNMENTS This Sublease Agreement shall be binding upon, and inure to the bene?t of NBC, Gateway, the Authority and their permitted successors and assigns. 16.1 Assignment bv NEO. NEO may assign this Sublease Agreement together with all its then surviving obligations under the Harbor Development Agreement, or any of its assets, provided that: the assignee expressly assumes in writing all of the NBC obligations under this Sublease Agreement and other Project Documents that arise on or after the assignment date and provides no less than ninety (90) days prior written notice of such assignment and assumption to the Authority and Gateway; and 1 16950763 27 the Authority and Gateway shall have each consented to such assignment (per Annex A paragraph Notwithstanding the foregoing, NEO shall have the right without the consent of (but with notice to) the Authority and Gateway to assign or transfer this Sublease Agreement and/or the rights and obligations thereunder, to an entity controlled by, under common control with, controlling, or af?liated with NBC. A transfer of or new issue of member interests within NEO shall not be considered an assignment. 16.2 Assignment by Gateway. During the Term or Renewal Term, Gateway may assign the rights and obligations conferred under this Sublease Agreement to any Person, provided that: such assignment shall not modify rights under this Sublease Agreement; such assignment shall be to an experienced marine terminal operator having the ability to continue to operate the Port Facilities for the purposes contemplated by this Sublease Agreement; and NEO shall have consented to such assignment (per Annex A paragraph (11). In the event Gateway assigns the rights and obligations hereunder, it shall provide NEO no less than ninety (90) days prior written notice. 16.3 Change of Coneessionaire. 16.3 .1 Without limiting Section 21, the termination of the Concession Agreement before the end of the Concession Period (as de?ned in the Concession Agreement) does not terminate the rights or obligations of NEO under this Sublease Agreement. SECTION 17 RESOLUTION OF DISPUTES. 17.1 Sc Qe. Any dispute arising out of, relating to, or in connection with this Sublease Agreement, including any question as to whether such dispute is subject to arbitration, shall be resolved as set forth in this Section 17. 17.2 Informal Dispute Resolution Procedures. The Parties shall attempt in good faith to resolve such dispute within ?fteen (15) days following receipt by the other Party of notice of such dispute. If the Parties are unable to resolve the dispute within such ?fteen-day period, and upon notice by either Party to the other, the dispute shall be referred to the Designated Senior Person of each Party. The Designated Senior Persons shall negotiate in good faith to resolve the dispute in the next following ten (10) day period, 116950763 28 conferring as often as they deem reasonably necessary. Statements made by representatives of the Parties during the dispute resolution procedures set forth in this Section 17.2 and documents speci?cally prepared for such dispute resolution procedures shall be considered part of settlement negotiations and shall not be admissible as evidence in any arbitration or other litigation proceeding between the Parties without the mutual consent of the Parties. 17.3 Arbitration. If the procedures described in Section 17.2 do not result in resolution of the dispute within an aggregate thirty (30) day period (or as may be extended by mutual agreement following input from a Designated Senior Person from each Party) then The Party seeking resolution of a dispute shall give written notice to the other Party, setting forth the matters in dispute with particularity. If the Parties shall not have resolved such dispute within ten (10) days of written notice of the dispute, then either Party may submit the dispute for non-binding mediation in accordance with the Commerci a1 Mediation Rules of the American Arbitration Association then in effect (the ?Mediation?). Each Party shall have a senior management of?cer present during the Mediation. Any ?nding, award or testimony from such Mediation shall be inadmissible in any Court proceeding or action of the Parties pursuant to Section 17.4. If any dispute is not resolved by Mediation within ten (10) days of initiation of Mediation then the dispute shall be referred to non-binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (the Rules?). Any Party may initiate the arbitration, as provided in the Rules. The place of arbitration shall be Hartford, Connecticut unless the Parties agree otherwise. The arbitral panel shall determine the rights and obligations of the Parties in accordance with the substantive laws of the State and without regard to con?icts of laws principles thereof. Except as agreed by the Parties, the arbitral panel shall have no power to alter or modify any terms or provisions of this Sublease, or to render any award that, by its terms or effects, would alter or modify any term or provision of this Sublease. The arbitral panel shall be composed of three arbitrators who have been licensed to practice law in the State for at least ten (10) years, one to be selected by Gateway, one to be selected by the NEO and with the third to be selected by the ?rst two, unless the Authority is a party to the Arbitration in which case the third is to be selected by the Authority. Once the arbitral panel has been composed, the arbitrators shall act as neutrals and not as party arbitrators, and no Party shall engage in any ex parte communication with any member of the arbitral panel. Each Party shall bear its own attorney fees, expenses, and costs. The award may include interest. The award shall be in writing and state the reasons upon which it is based. The Federal Arbitration Act, 9 U.S.C. 1 et seq., shall govern any arbitration conducted pursuant to this Section 17.3. Any ?nding, award or testimony from such arbitration shall be inadmissible in any court proceeding or action of the Parties pursuant to Section 17.4. 17.4 Submission to Jurisdiction and Jury Waiver. EACH PARTY (A) SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF CONNECTICUT IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBLEASE 116950763 29 AGREEMENT, (B) WAIVES ANY CLAIM OF IN CONVENIENT FORUM OR OTHER CHALLENGE TO VENUE IN SUCH COURT IN ANY SUCH ACTION OR PROCEEDING, (C) AGREES NOT TO BRING ANY SUCH CLAIM OR CHALLENGE REGARDING THE WAIVERS OR OTHER PROVISIONS IN THIS SECTION 17.4, AND (D) AGREES TO WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBLEASE AGREEMENT, INCLUDING WIHTOUT LIMITATION ANY EVICTION OR FORCIBLE ENTRY OR DETAINER ACTION. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 20.1, PROVIDED THAT NOTHING IN THIS SECTION 17.4 SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAW. PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD. 17.5 Provisional Remedies. No Party shall be precluded from initiating a proceeding in a court of competent jurisdiction for the purpose of obtaining any emergency or provisional remedy to protect its rights that may be necessary and that is not otherwise available under this Sublease, including temporary and preliminary injunctive relief and restraining orders and the appointment of a receiver or receiver and manager in connection with the collection and retention of any income, costs or expenses provided for in this Sublease Agreement. SECTION 18 GOVERNING SUBMISSION TO JURISDICTION 18.1 Governing Law. The rights and obligations of the Parties under or pursuant to this Sublease Agreement shall be governed by and construed in accordance with the laws of the State, without giving effect to any provision that would result in the application of the laws of another jurisdiction. Without prejudice to the provisions of Section 17, each Party hereby irrevocably and unconditionally submits, for itself and its property, to the sole and exclusive jurisdiction of the state and federal courts within the State and any appellate court from any thereof, in any legal action, suit or proceeding arising out of or relating to this Sublease Agreement. SECTION 19 MISCELLANEOUS 19.1 Confidentiality. Each Party shall keep in con?dence all drawings, records, data, books, reports, documents and information, whether technical, commercial or ?nancial in nature, supplied to it by or on behalf of another Party relating to the Project that are designated as con?dential by the applicable Party and shall not disclose the same in any manner other than for the purpose of raising ?nancing for the Project (whether by way of debt or equity), for the purpose of performing its obligations or enforcing its rights hereunder, or as it may necessarily be required to disclose pursuant to 116950763 3 0 Applicable Laws or orders of appropriate Relevant Authorities. The provisions of this Section 19.1 shall, for the avoidance of doubt, supersede all con?dentiality provisions contained in any prior agreement between the Parties. 19.2 Variations in Writing. Any and all additions, amendments and variations to this Sublease Agreement shall be binding only if in writing and signed by Duly Authorized Signatories of each of the Parties. 19.3 Time and Indulgence. 19.3.1 No waiver by either Party of any Default by the other in the performance of any of the provisions of this Sublease Agreement: shall operate or be construed as a waiver of any other or further Default whether of a like or different character; or shall be effective unless in writing by a Party?s Duly Authorized Signatory. 19.3.2 The failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Sublease Agreement or time or other indulgence granted by one Party to the other shall not thereby act as a waiver of such breach or acceptance of any variation. 19.3.3 Any time or other indulgence allowed by one Party to the other in which to perform its duties and obligations hereunder or to remedy any breach hereof shall not be, and shall not be construed as, a waiver by the Party giving such time or indulgence of any of its rights hereunder. Any such time or indulgence or waiver may be on and subject to such terms and conditions as the Party giving it may specify and shall be without prejudice to that Party?s then accrued rights except to the extent expressly varied in such time, indulgence or waiver. 19.4 No Third Party Bene?ciaries. This Sublease Agreement is made exclusively for the bene?t of NBC, Gateway and the Authority, respectively, and no third party shall have any rights hereunder or be deemed to be a bene?ciary hereof, except as may be expressly provided herein. 19.5 Severability. If any provision of this Sublease Agreement is or becomes wholly or partly invalid, illegal, or unenforceable: the validity, legality and enforceability of the remaining provisions shall continue in force unaffected; and the Parties shall meet as soon as possible and negotiate in good faith upon a replacement provision that is legally valid and that as nearly as possible achieves the objectives of this Sublease Agreement and produces an equivalent economic effect. A replacement provision shall apply as of the date that the replaced provision has become invalid, illegal or unenforceable. If the Parties cannot reach agreement in good faith, any Party may invoke the dispute resolution procedure of Section 17 hereof. 116950763 31 19.6 No Sovereign Immunity. To the extent applicable, the Authority waives sovereign immunity and consents to any claim, action, or arbitration brought or initiated by a Party to this Sublease Agreement to enforce any debt, liability, or obligation accruing to the Authority as a result of the obligations set forth herein. 19.7 No Personal Obligation. No obligation, debt, or liability set forth in this Sublease Agreement is a personal obligation of any member, trustee, partner, director, of?cer, or shareholder of any Party, or any direct or indirect constituent entity of any Party or any Party?s af?liates or agents. No Party shall seek recourse against any of the foregoing or any of their personal assets for satisfaction of any liability with respect to this Sublease Agreement or otherwise. 19.8 Implied Surrender or Waiver. The acceptance of Rent by the Authority or its Af?liate shall not be deemed to be a waiver (except as to any Default arising out of the failure to pay the Rent so accepted) of any breach by NBC of any covenant herein contained. No provisions of this Sublease Agreement shall be deemed to have been waived by Gateway or NEO unless such waiver is in writing and signed by the Party to be charged. 19.9 Survival. The following sections shall survive the expiration or earlier termination of this Sublease Agreement: Section 3.10 Removal by NBC Section 12 Events of Default; Remedies Section 13.2 Effect of Termination Section 14 Indemni?cation Section 17 Resolution of Disputes Section 19.1 Con?dentiality Section 19.5 Severability Section 19.6 No Sovereign Immunity Section 19.7 No Personal Obligation Section 19.8 No Implied Surrender or Waiver SECTION 20 NOTICES 20.1 Address for Notices. Any notice or communication to be given under or in connection with this Sublease Agreement shall be given in writing and shall either be delivered personally or sent by registered mail or internationally recognized overnight courier, or by email provided the applicable notice is 116950763 32 simultaneously circulated by a recognized overnight courier. The addresses for service of the Parties shall be those provided below, or such other address as any Party may notify in writing to the other Parties for this purpose. To NEO: c/o Orsted North America, Inc. 100 International Place 100 Oliver Street, Suite 2610 Boston, MA 02110 Attn: Charles R. Scott with copies to: Eversource Energy Service Company 56 Prospect Street Hartford, CT 06103 Attn: Wind Project Director Eversource Energy Service Company 800 Boylston Street, 17th Floor Boston, MA 02199 Attn: Deputy General Counsel Orsted Kra?vaerksvej 53 Fredericia Denmark Attn: General Counsel Anders Zoega Hansen Orsted Kraftvaerksvej 53 DK-7000 Fredericia Denmark Attn: Lead Legal Counsel eppe Skov Andersen Pierce Atwood, LLP 100 Summer Street Boston, MA 02110 Attn: Richard S. Novak, Esq. to Gateway Enstructure New Haven Holdings LLC 400 Waterfront Street New Haven, CT 06512 with copies to: Enstructure LLC 16 Laurel Avenue, Suite 300 116950763 33 Wellesley, MA 02481 Phelps Dunbar, L.L.P. 365 Canal Street, Suite 2000 New Orleans, LA 70130-6534 Attn: James A. Stuckey, Esq. To the Authority: Connecticut Port Authority 455 Boston Post Road, Suite 204 Old Saybrook, CT 06475 Attn: Executive Director with copies to: Robinson Cole LLP 280 Trumbull Street Hartford, CT 06103 Attn: Glenn A. Santoro, Esq. Director of Legal Affairs Of?ce of the Secretary State of Connecticut Of?ce of Policy and Management 450 Capitol Avenue Hartford, CT 06106-1379 Legal Director Of?ce of Legal Affairs, Policy Procurement Department of Administrative Services 450 Columbus Boulevard, Suite 1307 Hartford, CT 06103 20.2 Deemed Service. A notice shall be deemed to have been duly serviced as follows: if personally delivered, at the time of receiving; if sent by registered mail, on the third Business Day following the date of posting; and if sent by internationally recognized overnight courier, upon receipt of con?rmation of delivery, and if sent by email upon proof of delivery (which may include the required evidence of the notice simultaneously being delivered by internationally recognized overnight courier. In providing such service it shall be suf?cient to prove that personal delivery was made or that the letter was properly addressed and dispatched. 20.3 Change of Address. Either Party may change a nominated address to another address by prior notice to the other Party. 116950763 34 20.4 Counterparts; Facsimile Execution. This Sublease Agreement may be executed in any number of counterparts which, taken together, shall constitute one and the same agreement. This Sublease Agreement shall be effective when it has been executed by each Party and delivered to all Parties. To evidence the fact that it has executed this Sublease Agreement, a Party may send a copy of its executed counterpart by electronic transmission. Such Party shall be deemed to have executed and delivered this Sublease Agreement on the date it sent such electronic transmission. In such event, such Party shall forthwith deliver an original counterpart of this Sublease Agreement executed by such Party. SECTION 21 JOINDER BY AUTHORITY 21.1 Leasehold Rights. 21.1.1 For such period as the Sublease Agreement is continuing and in full force and effect and no Concessionaire Event of Default has occurred under the Concession Agreement and/or the Sublease Agreement, respectively, the Authority agrees to extend Gateway?s rights in the Site to include a leasehold interest for the sole purpose of allowing Gateway to enter into this Sublease Agreement. The Authority and Gateway hereby acknowledge and agree that upon the expiration or earlier termination of the Sublease Agreement, Gateway?s leasehold interest in the Site shall automatically be terminated without the need for further action or documentation by any party (but for the avoidance of doubt, Gateway?s rights in the Site under the Concession Agreement are not terminated by any expiration or earlier termination of the Sublease). In addition, upon any termination of the Concession Agreement, Gateway?s rights and interest in the Site shall automatically terminate without the need for further action or documentation by any party and Gateway shall immediately quit and peacefully surrender the Site and Port Facilities to the Authority under the terms set forth in Sections 15.6 and 15.7 of the Concession Agreement. In the event Gateway?s rights or interest in the Project terminate and Gateway fails to immediately quit and surrender the Site and Port Facilities as required hereunder, the Authority shall have all rights and remedies under the Concession Agreement and the Sublease Agreement, at law or in equity; provided that rights shall continue as set forth in Sections 21.1.6, 21.2 and 21.3 below. Notwithstanding the foregoing, upon any such termination of Gateway?s rights or interest, the rights of Gateway shall revert to those set forth in the Concession Agreement. 21.1.2 By virtue of all powers delegated to the Authority, including without limitation the deed dated from recorded the Authority hereby con?rms its authority to provide the lease and sublease expressly provided in this Article 21 above and the Authority hereby joins in this Sublease Agreement and expressly con?rms, that the Authority hereby leases to Gateway, for the purposes of the Authority effectuating this Sublease Agreement and the Authority being bound by the sublease by Gateway to NBC hereunder, of the Site (and all easements, entitlements and appurtenant rights appurtenant rights related thereto). 21.1.3 In the event of any final termination of sublease rights under this Sublease (and which rights are not then replaced by a New Sublease under Section 21.3), then all leasehold rights of Gateway granted under this Section 21.1 shall be null and void ab initio, and 11695076.3 35 the respective rights of the Authority and Gateway shall revert to those set forth in the Concession Agreement, and without limiting the foregoing all respective rights of Gateway and the Authority with respect to possession and surrender of the Site shall be set forth in the Concession Agreement. 21.1.4 By virtue of all powers delegated to Gateway under Section 21.1.1 and the Concession Agreement, Gateway hereby subleases the Site (and all easements, entitlements and appurtenant rights related thereto) to NBC on the term and conditions set forth herein. 21.1.5 NEO hereby acknowledges and agrees that the foregoing grant of subleasehold rights shall in all events be subject to the terms and conditions of the Concession Agreement, as modi?ed by Section 10 above, whether NEO possesses under this Sublease or under a New Sublease under Section 21.3. Except as expressly provided in this Sublease Agreement, the Sublease Agreement shall in all respects be subject to, and subordinate to, the Concession Agreement and to all of the terms and conditions thereof. 21.1.6 The Authority hereby consents to Gateway and NEO entering into this Sublease Agreement. Gateway and NEO shall not, without the Authority?s prior written consent in each instance: permit any assignment, subletting, licensing or otherwise encumbering the Site except as otherwise expressly set forth herein, or (ii) modify or amend the Sublease Agreement in any manner altering the Rent, Term or other aspect material to the Authority without the prior written consent of the Authority, but, in every such case, NEO and Gateway shall provide the Authority with notice of such modi?cation and amendment and provide the Authority with a copy thereof. Notwithstanding anything to the contrary contained herein, the Sublease Agreement shall, in no event, be construed to permit any greater use of the Site than is provided for in the Concession Agreement and the HDA. NEO shall not act in any way which causes Gateway to default under the Concession Agreement, the HDA or this Sublease Agreement. Nothing contained herein shall constitute the Authority?s consent to any alteration to the Site or Port Facilities, and all alterations must comply with the applicable provisions of the Concession Agreement and/or HDA. 21.2 Recognition and Non-Disturbance Agreement of NEO. So long as no NEO Event of Default has continued beyond any applicable cure period, NEO's possession of the Port Facilities, the Site and the Project and NEO's rights and privileges under this Sublease, including any extensions or renewals, shall not be diminished or interfered with by the Authority during the term of this Sublease or any extensions or renewals, by reason of any termination of the Concession Agreement or otherwise, and the Authority will not join NEO as a party for the purpose of terminating or otherwise affecting NEO's interest under this Sublease, in any action of termination or other proceeding brought by the Authority to enforce any rights arising because of any default under the Concession Agreement. The Authority may, however, join NEO as a party if joinder is necessary under any statute or law to secure the remedies available to the Authority under the Concession Agreement, but joinder shall be for that purpose only and not for the purpose of terminating this Sublease or affecting right to possession of the Port Facilities, the Site and the Project. If Gateway?s interest in the Port Facilities, the Site and the Project or in this Sublease is transferred to and owned by the Authority or transferred to a new operator of the Site and Port 116950763 36 Facilities (replacing Gateway) (either such party, a ?Gateway Successor?) because of termination or other proceedings brought by the Authority, or by any other manner, and the Gateway Successor succeeds to Gateway?s interest under this Sublease, then NEO shall be bound to the Gateway Successor, and the Gateway Successor shall be bound to NBC under all of the terms, covenants and conditions of this Sublease for the balance of the remaining Term, the Renewal Term or the Extended Renewal Term, as applicable, including any extensions or renewals, with the same effect as if the Gateway Successor were initially party to all of Gateway?s rights and obligations hereunder. NEO agrees to attorn to the Gateway Successor, with the attornment being effective and self-operable immediately upon the Gateway Successor succeeding to the interest of Gateway under this Sublease, all without the execution by the Parties of any further instruments. The respective rights and obligations of NBC and the Gateway Successor upon attornment, to the extent of the then-remaining balance of the Term of this Sublease, shall be the same as in this Sublease. If the Gateway Successor succeeds to Gateway?s interest in this Sublease, then the Gateway Successor shall be bound to NBC under all the terms, covenants and conditions of this Sublease, and NEO shall, after the Gateway Successor?s succession to Gateway?s interest, have the same remedies against the Gateway Successor for the breach of any agreement in this Sublease that NEO might have had against Gateway. 21.3 Grant of New Sublease to NEO. The Authority covenants and agrees with NBC that upon any deemed termination of this Sublease for any reason other than a NEO Event of Default remaining uncured beyond all applicable grace periods, then, at the request of NBC delivered in writing to the Authority within ?fteen (15) days after receipt of notice of such termination, the Authority will, upon compliance with the requirements of this Section 21.3, with reasonable promptness, enter into a new sublease with NBC upon the same terms and conditions contained in this Sublease, with appropriate revisions to re?ect the rights of NEO, for the remainder of the Term of this Sublease subsequent to the date of the termination of this Sublease (the ?New Sublease?); said New Sublease shall have the same priority as this Sublease with respect to the Port Facilities, the Site and the Project, and that the Authority shall assign to all insurance and condemnation proceeds which would have been the property of NBC under this Sublease absent termination, if any. The Authority shall not be required to enter into such a New Sublease unless, prior to the execution and delivery of such New Sublease, NEO (A) shall have paid, or caused to be paid, all Rent, and other sums due and payable by NBC to the date of commencement of the New Sublease, together with the Authority?s reasonable expenses including all reasonable costs incurred by the Authority in curing any defaults or managing the Port Facilities, the Site and the Project, and (ii) any reasonable attorneys? fees in terminating the Sublease and preparing and delivering the New Sublease, less a credit for the net proceeds of all rents collected by the Authority during the interval between termination of this Sublease and entry into the New Sublease, and (B) shall have cured all existing defaults under this Sublease Agreement, including, any monetary defaults and paid any delinquent premiums for insurance required under the Sublease. Upon becoming the tenant under such New Sublease, NEO shall perform all the covenants and obligations of the Tenant which are reasonably within the power of NBC to perform. Notwithstanding anything to the contrary contained herein, if there is a Gateway Successor that is not the Authority, then the Authority?s obligation under this Section 21.3 shall be limited to ensuring that the New Sublease is executed and delivered by the Gateway Successor, as sublandlord under the New Sublease. 116950763 37 21.4 Representations and Warranties of the Authority. The Authority hereby represents and warrants, as of the Effective Date, that: 21.4.1 The Authority has the power and authority to enter into this Sublease Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by the Authority in accordance with the terms hereof; 21.4.2 This Sublease Agreement and the other Project Agreements to which it is a Party have been duly executed by the Authority and are legally valid and binding upon the Authority, 21.4.3 No consent is required to be obtained by the Authority from, and no notice or ?ling is required to be given by the Authority to or made by the Authority with, any Person (including any Relevant Authority) in connection with the execution and delivery by the Authority of this Sublease Agreement or the consummation of the transactions contemplated hereby, except for such consents that have been obtained and notices of ?lings that have been given as of the Effective Date or such other consents that are not required to be obtained as at the Effective Date and are expected to be obtainable following the Effective Date, 21.4.4 The Authority or its designees are or will be the holder of all governmental consents, Permits and other authorizations required to ful?ll its obligations if any, expressly provided under this Sublease Agreement, 21.4.5 The Authority has, and shall retain, good and valid title to the Port Facilities and the Site, and the Authority has all necessary rights in respect of the Site in order to lease the same to Gateway under the Concession Agreement, as modi?ed by the terms of Exhibit A attached hereto. 21.4.6 The execution and delivery of this Sublease Agreement by the Authority, the consummation of the transactions contemplated hereby and the performance by the Authority of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of the Authority under any Applicable Law, any material agreement, instrument or document to which the Authority is a party or by which it is bound or the enabling legislation, articles, bylaws or governing documents of the Authority; and 21.4.7 After making due inquiries, the Authority has no actual knowledge of any proceedings, actions or claims, pending or threatened, against or otherwise involving the Authority that would have a Material Adverse Effect on the Authority?s ability to ful?ll its respective obligations under this Sublease Agreement or the other Project Agreements to which it is a party. 21.5 Contracting Requirements. In accordance with the Operating Procedures of the Authority, NBC and Gateway shall comply with the applicable procurement and contracting requirements as set forth on Schedule 4 attached hereto. 3 8 SECTION 22 JOINT PREPARATION. All Parties have participated equally and freely in negotiating and drafting this Sublease Agreement, with the advice of legal counsel selected by it. The Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Sublease Agreement. PAGE 116950763 39 IN WITNESS WHEREOF, this Sublease Agreement has been executed by duly authorized representatives of the Parties hereto as of the day, month and year ?rst above written. GATEWAY: Gateway New London LLC By: Name: Title: NEO: NORTH EAST OFFSHORE, LLC By: Authorized Person By: Authorized Person For the limited purposes of joining this Sublease Agreement as expressly provided in this Sublease Agreement: Connecticut Port Authority By: Name: Title: S-l Annexes to Sublease a. De?nitions b. Gateway Scope of Services and Fees to OEMs 0. Form of Gateway Quarterly Report Schedules t0 Sublease 1. The Site 2. Gateway Insurance 3. NEO Insurance 4. CPA Procurement and Contracting Requirements Schedule 4 Exhibits B- [omitted] C- SEEC Form 10 Contractor Gift Certi?cation Acting Chair Certi?cation re: Gifts F- Iran Certi?cation Exhibits to Sublease Exhibit A Concession Agreement Provisions Exhibit F-l Schedule 1 The ?Site? shall mean the site shown on Schedule 1 of the HDA. For clarity the ?Site? means such site as it may be altered by this Project and/or adjusted pursuant to the provisions of Section 2.4 of the HDA as to the Rescoped Project and the Minimal Scope, as applicable. Schedule 1 117030432 Annex A Part I De?nitions. has the meaning given to that term in Section 17.3; Rules? has the meaning given to that term in Section 17.3; ?Active Period? has the meaning given to that term in Section 5; ?Active Period Advance Notice? has the meaning given to that term in Section 5.1.2; ?Af?liate? means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; and provided, further, that an Af?liate of any Person shall also include any Person that directly or indirectly owns more than ?fty percent of any class of capital stock or other equity interest of such Person, any of?cer, director, trustee or bene?ciary of such Person, (0) any spouse, parent, sibling or descendant of any natural Person described in paragraphs or above, and any trust for the bene?t of any Person described in paragraphs through (0) above or for the bene?t of any spouse, issue or lineal descendant of any Person described in paragraphs through (0) above; ?Applicable Law? means any international, national, United States, State, municipal or other local statute, treaty, regulation, resolution, rule, ordinance, opinion, enactment, judgment, decision, award, order, Code, decree, directive, requirement, any common or customary law, constitutional law or other governmental restriction (including any Regulatory Approval) applicable to the Parties, the Project, the Port Facilities, the Port Services, the Site or any of the transactions contemplated hereby, and any form or decision of or determination by or interpretation of any of the foregoing by any Relevant Authority, now or hereafter in effect, in each case as amended, re-enacted or replaced; ?Authority? means the Connecticut Port Authority and its successors and permitted assigns; ?Authority/NEG Capital Cost Ratio? Means the ratio, totaling 100% and expressed as of the Authority Project Capital Cost and the NEO Project Capital Cost, as a percentage of the sum of both. For example if the Authority Project Capital Cost is $35.5 million, the NBC Project Capital Cost is $35 million and the total is $70.5 Million, the Authority/NEG Capital Cost Ratio would be 50.35% for the Authority and 49.65% for NBC). ?Authority Project Capital Cost? means the actual monies paid by the Authority to ?ll?ll its Budgeted Costs funding obligation for the Project pursuant to Section 8 of the Harbor Development Agreement; ?Budgeted Costs? means all reasonable costs associated with Project permitting, engineering and design, construction and other costs directly related to the Work as outlined in Schedule 4 of the Harbor Development Agreement; ?Business Day? means a day (other than a Saturday or Sunday) on which the of?ces of the government of the State are open for business; ?Code? means Internal Revenue Code; ?Concession Agreement? means the agreement entered into on January 7, 2019, as may be amended from time to time, by and between the Authority and Gateway, conferring certain rights and obligations upon Gateway, as Gateway, for the administration of the Port Facilities and to provide Port Services; ?Concessionaire? means Gateway or any other Person with rights to the Site and the right and obligation to operate, maintain, or improve the Port Facilities pursuant to an executed concession agreement; ?Default? means any event, circumstance or condition that constitutes an Event of Default or which, upon notice, lapse of time or any combination thereof, would become an Event of Default; ?Designated Senior Person? means an individual, as designated from time to time by each Party, with the appropriate level of oversight and authority for the purposes of Section 17; ?Discriminatory Change in Law? means any change in Applicable Law enacted (or which comes into force) after the Effective Date by the State or the Authority or their agencies or instrumentalities, the tenns of which have a Material Adverse Effect on the Project; ?United States Dollars?, ?Dollars?, or means the lawful currency from time to time of the United States of America; ?Duly Authorized means an individual, as designated from time to time by each Signatory? Party, with the requisite authority to bind the Party to certain actions and obligations as set forth in this Harbor Development Agreement; ?Effective Date? means the date set forth on the title page of this Sublease Agreement; ?Employee? means a person employed by a Party to this Harbor Development Agreement or assignee thereof in connection with the Project; ?Environmental Laws? means all federal, state and local laws, statutes, ordinances, regulations, orders, criteria and guidelines issued by governmental authorities having jurisdiction, including any judicial or administrative interpretations thereof, in each case as amended, relating to the regulation and protection of human health, safety, the environment and natural resources, including, without limitation, the Comprehensive, Environmental Response, Compensation and Liability Act of 1980 (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Oil Pollution Act of 1990, the Toxic Substances Control Act, the Clean Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, each as amended; ?Event of Default? means a breach of this Agreement caused by or resulting from the actions or inactions of a Party to this Agreement beyond any . applicable notice and cure period; ?Expected Use Report? has the meaning given to that term in Section 4.2.1; ?Expenses? has the meaning given to that term in Section 14.1; ?Extended Term? has the meaning given to that term in Section 8.1.2; ?Final Acceptance? shall have the meaning given to that term in Section 5.4 of the Harbor Development Agreement; ?Force Maj eure? has the meaning given to that term in [Section 11.1]; ?Gateway? or means Gateway New London, LLC, its successors or assigns; ?Gateway Event of has the meaning given to that term in [Section 12.4]; Default? ?Gateway Gross has the meaning given to that term in Annex A of the Concession Revenues? Agreement; ?Gateway Idle Period means, for any Idle Period, all actual, direct costs prudently Direct Costs? incurred by Gateway; ?Gateway Idle Period means all Gateway Gross Revenues actually received by Gateway Gross Revenues? during any Idle Period; ?Gateway Quality Report? has the meaning given to that term in Section 5.4.1; ?Gateway Short?Term Idle Period Fees? has the meaning given to that term in Section 6.3.2; ?Good Industry Practice? means the exercise of that degree of skill, diligence, prudence and foresightiwhich would reasonably and ordinarily be expected from a% skilled and experienced operator adhering to internationally recognized good practices prevailing at the relevant time and seeking in good faith to comply with its contractual obligations, the Port Standards and all other Applicable Laws; Revenue Shortfall Fee? has the meaning given to that term in Section 5.4.2.2; ?Harbor Development Agreement? means the agreement entered into on 2020, as may be amended from time to time, by and between the Authority, Gateway, and NEO conferring certain rights and obligations upon each for the redevelopment and operation of the Port Facilities to provide Port Services; ?Hazardous Substance? means any radioactive materials, asbestos-containing materials, urea formaldehyde foam insulation, biphenyls, petroleum and petroleum byproducts and derivatives and radon gas, or any other chemical, material, substance, waste, pollutant or contaminant that is capable of causing damage, harm or disruption to the Environment or is prohibited, limited or regulated by or pursuant to any Environmental Law; ?Idle Period? has the meaning given to that term in Section 6.1.1; ?Idle Period Advance has the meaning given to that term in Section 6.1.1; Notice? ?Idle Period Start Date? means the ?rst [Business] Day following the end of an Active Period, determined in accordance with Section 6.1.4; ?Indemni?cation Notice? means a notice referred to in [Section 14.4.1]; ?Indemni?ed Party? means the Party to be indemni?ed pursuant to [Sections 14.1 to 14.3], as applicable; ?Indemnifying Party? means the Party providing indemni?cation pursuant to [Sections 14.1 to 14.3], as applicable; 33 ?Insurance Requirements means the obligations set forth in [Section 17] with respect to the Site, the Work, the Port Facilities and the Port Services, including required insurance, obligations with respect to the payment of premiums and rights and obligations with respect to the payment of losses under insurance policies; ?Long-Term Idle Period? Means any duration of time greater than 24 months designated by NEO under Section 6.2.1, during which NEO does not perform any Permitted Uses at the Site, except that nonperformance for reason of Force Majeure shall be excluded; ?Long?Term Idle Period Advance Notice? has the meaning given to that term in Section 6.2.1; ?Long-Term Idle Period Start Date? has the meaning given to that term in Section 6.2.3; means any loss, liability, damage, fine, penalty, reasonable attorney?s or consultant?s fee, expense or cost (including current or future unpaid Concession Fees and including any cost of limiting, mitigating, remediating, preventing, removing, addressing, investigating, monitoring, containing, evaluating, abating or cleaning up, or of reporting to and dealing with any Relevant Authority or third party in respect of the Release or threatened Release of any Hazardous Substances or any Environmental Matter), but excluding any punitive, remote, or Speculative damages, and further excluding any contingent liability until such contingent liability becomes actual, and ?Losses? means any one or more Loss; ?Material Adverse Effect? means a material adverse effect on the business, financial condition or the rights of any Party under this Harbor Development Agreement; provided, however, that no effect arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination, to constitute or contribute to a Material Adverse Effect: general economic conditions or changes therein; ?nancial, banking, currency or capital markets ?uctuations or conditions (whether in the United States, any of its territories or any international market and including changes in interest rates); conditions affecting all of the real estate, ?nancial services, construction or marine port industries; any existing event, occurrence or circumstance of which all Parties have knowledge as of the Effective Date; any action, omission, change, effect, circumstance or condition contemplated by this Harbor Development Agreement or attributable to the execution, performance or announcement of this Harbor Development Agreement or the transactions contemplated hereby, with the exception of litigation related to the execution or delivery of this Harbor Development Agreement; any negligence, intentional misconduct or bad faith of a Party or its representatives; any changes in industry standards, technology, available materials or resources; or the adoption of any Applicable Law by any Relevant Authority after the Effective Date, or any change in any Applicable Law or in the interpretation or application thereof by any Relevant Authority after the Effective Date; means Bay State Wind or its Af?liate and any successors and permitted assigns; Event of Default? has the meaning given to that term in Section Indemnified has the meaning given to that term in Section 14.2; Person? Local shall have the meaning given to that term in Section 3.2.1; Representative? Project Capital Cost? means the actual monies, excluding the DWW Funding Commitment, paid by NEO to ful?ll its Budgeted Costs funding obligation for the Project pursuant to Section 8 of the Harbor Development Agreement; Services? has the meaning given to that term in Section 7.2.3; sub-Lease Fees? has the meaning given to that term in Section 6.4.2; ?New Haven Facility? means Gateway pier operations located at 400 Waterfront St, New Haven, CT 06512; ?Occupancy Date? has the meaning given to that term in 2.2; or means the several WTG Original Equipment Manufacturers designated from time to time by NBC as users of the Project; ?Party? or ?Parties? means NEO, Gateway, or the Authority as individually or collectively referenced; ?Permit? means all permits, approvals, licenses, authorizations, certi?cations, ?lings, recordings or other approval, including without limitation zoning, land use, building, environmental, construction and operating permits that are required to be obtained or maintained or otherwise necessary in any activity related to the Port Facilities and performance of the Work; ?Permitted Uses? has the meaning given to the term in Section 3; ?Person? means any individual, partnership, corporation, company, business organization, trust, governmental agency or other entity; ?Port Facilities? or ?Port Facility? means the reclamation, piers, docks, wharves, terminals, buildings, structures, storage areas, roads, railways, machinery, apparatus and like facilities intended to form or formng part of the works designed, built, constructed, located, maintained, operated and/or improved at the Site, including all supporting infrastructure, Cranes, Fixtures and Fittings and Movable Property incidental thereto or necessary or useful for the provision of the Port Services at the Site, as the same may be altered or added to from time to time in accordance with the Harbor Development Agreement and the Concession Agreement; ?Port Services? means: the services, responsibilities and other obligations of Gateway speci?ed in Annex (Port Services) of the Concession Agreement, all other services, responsibilities and other obligations of Gateway as is provided elsewhere in the Concession Agreement, (0) such other business, activities, facilities and services as may be necessary or incidental to the provision of the foregoing or otherwise ordinarily provided from time to time at marine terminal facilities and such other business, activities, facilities and services as Gateway may be permitted or required to provide from time to time in accordance with Section 8.3, Section 8.5 or any other provision of the Concession Agreement, or pursuant to the Port Standards, Applicable Laws or Good Industry Practice; ?Prime Rate? means the interest rate announced from time to time by Bank of America, NA. or any successor thereto as its ?prime rate?; ?Project? has the meaning given to that term in the Recitals; ?Project Agreements? means this Sublease Agreement; the Harbor Development Agreement, including each Subcontract thereunder; the Concession Agreement and each other agreement or instrument initialed or otherwise designated in writing as a ?Project Agreement? to which either the Authority, NEO, or Gateway is a party and which further effectuates the bargained-for value of this Sublease Agreement; ?Redevelopment? shall have the meaning given to the term [in the Harbor Development Agreement]; ?Regulatory Approval? means, collectively, all licenses, permits, approvals, orders, authorizations, registrations, ?lings or consents required by Relevant Authorities, the Authority, Applicable Laws, the Port Standards, Good Industry Practice or generally accepted practices with respect to the administration, management, operation, improvement and maintenance of, and the provision of Port Services at the Site and the Port Facilities; ?Release? means any spilling, leaking, pumping, pouring, emitting, discharging, escaping, leaching, dumping, disposing, dispersing, injecting, depositing, emanating or migrating of any Hazardous Substance in, into, onto, or through the Environment or within any building, structure, facility or ?xture; ?Relevant Authority? means any United States Federal, State, local, municipal or other public authority, body, agency, ministry, department, commission, instrumentality, court, tribunal, judicial or arbitral body or other Person having jurisdiction over or with respect to any Party, the Port Facilities, the Port Services, the Site or the Project, including without limitation the US. Coast Guard and any other branch of the military services of the State or the United States; ?Renewal Term? has the meaning given to that term in Section 2.3; C?RentT) Has the meaning given to that term in Section 8; ?Repair Deadline? has the meaning given to that term in Section 3.6; ?Short-Term Idle Period? has the meaning given to that term in Section 6.3.1; ?Sit?? has the meaning given to that term described in Schedule 1. The site includes use of all Port Facilities associated therewith, as the same shall have been modi?ed pursuant to the Project ?State? means the State of Connecticut; ?Subcontract? means any other subcontract, purchase order or similar agreement with any Subcontractor; ?Subcontractor? means any Person with whom NEO, the Authority or Gateway has entered into a contract or subcontract to perform services or to provide any materials, equipment, supplies or other goods to or on behalf of the itself in connection with the Project (and any other Person with whom any Subcontractor has further entered into such a contract or subcontract); 33 ?Sublease Agreement has the meaning set forth in Section 1.4; ?Term? has the meaning given to that term in Section 2.1; ?Work? means the Work described in Annex to the has the meaning given to that term in the Recitals; ANNEX CONTINUED Part II RULES OF INTERPRETATION. An ?amendment? includes any modi?cation, supplement, novation or re-enactment (and ?amended? is to be construed accordingly); ?assets? includes present and future properties, revenues and rights of every description whether real, personal or mixed, and whether tangible or intangible; an ?authorization? includes an authorization, consent, approval, order, resolution, permit, notice, license, exemption, ?ling, registration and notarization; ?control? means, with respect to a Person, the possession, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (and the terms ?controlled by? and ?under common control with? shall have correlative meanings); and an ?instrument? includes any written document. A Section, Clause, Recital, Schedule, Exhibit, Part or paragraph is, subject to any contrary indication, a reference to a section, clause, recital, schedule, exhibit, part or paragraph of the agreement or document in which such reference appears. A reference to any Party or Person includes its successors and its permitted transferees and assigns. Unless otherwise speci?ed, a time of day is a reference to New London, Connecticut time. (6) Unless de?ned othelwise herein, a term de?ned or construed in any communication or document made or delivered under or in connection with this Sublease Agreement has the same meaning when used in any other such communication or document and vice versa. (1) Unless the context otherwise requires, reference to the singular includes a reference to the plural and vice versa and reference to the masculine includes a reference to the feminine and neuter. Unless the context otherwise requires, any reference to an agreement, document or other instrument shall be a reference to the same including all schedules, exhibits, annexes and other attachments thereto, and in each case as amended, novated, supplemented and in effect from time to time, and any reference to any Regulatory Approval or other Applicable Law includes references to the same as amended, novated, supplemented, re?enacted or applied (before or after the signature of the agreement, document or instrument in which such reference is made). Unless the contrary intention appears, the term ?including?, ?include? or ?includes? shall be deemed to be followed by the phrase ?but not limited to?, and the term ?material? and ?materially? shall be deemed to be followed by the phrase ?in the reasonable opinion of the relevant Party?. A document is in ?agreed form? if it is in the form initialed for the purposes of identi?cation as such by the Parties. 0) The index to and the headings in any agreement or document are for convenience only and are to be ignored in construing such agreement or document. The annexes, schedules, appendices or exhibits attached to an agreement are an integral part of that agreement. (1) Except as otherwise expressly provided, where the day on or by which a payment is due to be made is not a Business Day, that payment shall be made on or by the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not one). If the due date of such payment is extended, interest, fees and charges (if any) thereon shall continue to accrue for the period from the due date that is not a Business Day to that next succeeding Business Day. An approval by the Authority is not ?unreasonably withheld or delayed? if such approval requires action by another Relevant Authority whose processes or procedures delay approval by the Authority. Unless speci?ed otherwise, any approval that is required or permitted under this Sublease Agreement must be in writing (unless waived in writing by the other Party), and unless otherwise provided in this Sublease Agreement, such an approval shall not be unreasonably or arbitrarily withheld, conditioned or delayed. The word ?discretion? with respect to any Person means the sole and absolute discretion of such Person. Sublease Annex New London State Harbor Gateway services GT Baseline? core harbor services that GT will perform as standard scope without special request Direct OEM request? additional services that the OEM and its contractors may request directly from GT. This scope may belong in a side agreement between GT and OEM where rates should be agreed Type Service Scope of Service Rate All provided rates are subject to reasonable adjustments at the time the commerical services are provided to incorporate labor market pricing, to be agreed by both parties GT Baseline Site security Full site secuirty including fencing, gate with 24/? security guard responsible for guest managment, CCTV TBD, mobile fencing as needed. Costs are paid by OEM unless othenNise agreed. Indicative cost is hr. GT Baseline Electricity water consumption Electricity and water provided to site and vessels tracked by specific consumption. - Calculated on actual consumption covering inbound cargo vessels and payable by OEM unless otherwise agreed. - Calculated on actual consumption covering outbound installation vessels and payable by Developer unless otherwise agreed. - Calculated on actual consumption covering site operations and equipment and payable by OEM unless othenivise agreed. GT Baseline General site maintenance Typical required upkeep on site to keep conditions at a good working level such as lighting, landscaping, and general facility upkeep. GT responsible at no cost to NEO or OEM. GT Baseline Additional site maintenance Additional maitenance requirements outside of general site maitenance that are required due to damage caused by the NEO or OEM. GT may perform or subcontract work. At additional cost to NED or OEM. Cost TBD based on work being performed; indicative rate of man hr. If works are subcontracted, NEO or OEM to be involved in selection process. GT Baseline Wharfage Refers to a charge assessed against the vessel on all cargo, passengers and containers, loaded or empty, passing or conveyed over, onto or between vessels (to or from barge, lighter or water) when berthed at a wharf. Wharfage is solely the charge for use of the wharf and does not include charges for any other service. - Calculated on inbound cargo as per published port tariff at $1.45 per manifested MT and payable by cargo owner unless othenivise agreed. - Commencing with second year of Pier operations, this rate is subject for annual CPI GT Baseline Dockage Refers to the charge assessed against a vessel for berthing at the facility or for mooring to a vessel so berthed. The period of time for which Dockage shall be assessed against the vessel shall commence when such vessel is made fast to the wharf, bulkhead, or to another vessel so berthed, and shall continue until such vessel has completely vacated such berth. - Calculated on inbound cargo vessels as per published port tariff at $0.39 per net registered ton (NRT) and payable by OEM unless othenrvise agreed. - Calculated on outbound installation vessels as per net registered ton (NRT) and payable by Developer unless othenrvise agreed. - Commencing with second year of Pier operations, this rate is subject for annual CPI GT Baseline Stevedoring General labor to handle cargo from in and outbound transports. Training guidelines and instructions to be provided by customer. If additional training is required, then should be implemented in collaboration with customer. 6-8 men teams (tbd) for inbound and outbound vessels, repetitiver- work working in two shifts (12 hr shifts), full-timers to be provided during long project periods. Standard Gang labor rate escalateQ/u annually - ashing Gang labor rate escalated? annually - Fees shall be payable by OEM unless otherwise agreed GT Baseline Warehouse Management storeman support to manage all components in warehouse. sort, unpack and administor all moving components, logistics (forklift operator), inventory management, - Fees (TBD) shall be payable by OEM unless othenivise agreed. Cost TBD based on work being performed; indicative rate of man hr. GT Baseline Standard equipment drivers Driver labor for forklift, man lift operators. etc. - Fees (TBD) shall be payable by OEM unless othenivise agreed. Cost TBD based on work being performed; indicative rate of Man hr. GT Baseline Basic Scrap Management Scrap management of basic materials such as misc. steel and other scrap as part of de-mob or regular wear and tear such as plates, wires, bolts etc. - Fees (TBD) )shall be payable by OEM unless othenNiSe agreed. Cost TBD based on work being performed; indicative rate of man hr. for management and to be deducted from scrap credit. GT Baseline Waste Management All waste disposal based on customer requirement, sewage handling as needed. and costs (TBD) directly with OEM (NEO to remain involved through development) Direct OEM request Specialty equipment drivers Specialty logistical equipment drivers! labor support as specially requested by OEM. and costs (TBD) directly with OEM (NEO to remain involved through development) Direct OEM request Specialty services Site refurbishments Special requested refurbishments or site modifications either directly or via market quoting and contractor management (in collaboration with customer). Does not include typical and required site upkeep. Adhoc requests such as including welding, mechanic, carpenter. and costs (TBD) directly with OEM (NEO to remain involved through development) Direct OEM request Specialty Scrap Management Scrap management of specialty materials such as SGRE specific transport equipment, frames, cradles, yokes etc. which damaged and may otherwise be returned as part of ?reverse logistics' set-up. and costs (TBD) directly with OEM (NEO to remain involved through development) Direct OEM request Inventory Management software GT has an inventory system that can be provided upon request. and costs (TBD) directly with OEM (NEO to remain involved through development) p. :1 1. Sublease Annex (sample) INVOICE Gateway New London LLC 200 State Pier Road New London, CT 06320 P: (203) 467-1997 E: accountspayable@gatewayt.com Document Date: 12/31/2019 North East Offshore LLC c/o Orsted North America, Inc. 100 International Place 100 Oliver Street, Suite 2610 Boston, MA 02110 Attn: Charles R. Scott Reference Number: 000667 Due Date: Due ?ve (5) Business Days after the funding by the Authority and NEO to the Escrow Agent DESCRIPTION PRICE Total make whole reimbursement due as of December 31. 2019 $1,368,254.47 Calculation Detail: Net Operating Loss as Reported as of December 31, 2019, net of legal fees $1 ,201 587.80 CPA Annual Fee Paid May 2019 500,000.00 Less Amortized Annual CPA fee _333 33333 Total: $1,368,254.47 The CPA annual fee of $500,000 was paid in full on May 1, 2019 but is being amortized on a straight-line basis over 12 months for accounting purposes. Therefore, the invoiced amount includes reimbursement for the full $500,000 paid by Enstructure. See attached Income Statement for buildup of the year-to-date operating loss. TOTAL: $1,368,254.47 GATEWAY NEW LONDON LLC BANKING INSTRUCTIONS FOR WIRE TRANSFERS BANK 303 SOUTH BROADWAY SUITE 130 TARRYTOWN, NY - 10591 ACCOUNT 9875736325 022000046 SWIFT CODE: MANTUS33 ACCOUNT NAME: GATEWAY NEW LONDON, LLC 400 WATERFRONT STREET NEW HAVEN, CT 06512 GATEWAY EW LON DON Quarterly Report for the period ended December 31, 2019 FINANCIAL AND OPERATIONS REPORT Gateway New London December 2019 Financial Report Summam This report covers the operating period through December 31, 2019 for Gateway New. Revenues during the last quarter of the calendar year were the highest since operations commenced, primarily due to greater vessel activity in December. Expenses continue to be comprised primarily of equipment rental costs, labor, and professional services, which is consistent with the composition of modeled costs. Year-to?date (YTD) EBITDA margin remains negative, as many of the costs necessary to run operations are somewhat fixed and revenue-generating activity has not covered operating expenses. As scheduled below, YTD loss before the make-whole accrual is approximately the Income Statement and Balance Sheet reflect a receivable due from Baystate Wind to get the terminal to virtually breakeven. From a cash flow and balance sheet perspective, the terminal continued to be infused with cash for working capital needs by Gateway New Haven, bringing intercompany payables to approximately High-Level Financials: New London Terminal December 2019 Financial Statements Inf-0111C 813131119111 Revenue Bionth YTD Teuninal WET-313 ?393.33 3.190.911 95,9) 3: Trucking - I 3443-0 1.5? Total revenues 767,413 133333 .: 2,214,441 ?93.53!? Cost of goods sold net of nutexials - Subcoutmcto: Cos-ts - 19.4%] 3&9" andrehted 159.392 :17: .- 321.13" 3'39 1 Fuel ?.1301 3.519 35,593 1 319111; a- 311111m1mm 1.143 1.05.1 33> .- Equign?leut Rental 132.345 1?33 1013,4154 43.92. All Other - I Total cost of goods sold 330,038 45.9} 1,957,011 55.9 .- 6105: Pro?t 43-335, 35? 4.30 Operating Expenses Insuramre 13.433 3 53? 130.931 3 1 venues 9.168 1.2?c 49.353 2 3? cm. Fees - cilia-venue 169.543 22.1%. 334.10 CPA Fees - Annual Fee Aznort. 41.156- 7? 4? 33.3 333 -5 ?3 Meals 5: Travel - 333 ?31335 .: Professional Services 102.323 23.2.- 355.954 32.1? Other operating expense 18.591 is? -: 192.76' Total operating expenses 555,227 46.3? .: 1,511,171 65.3? EBITDA 82,095 (1,253,741) Other Expenses l?xL?tke \?f'hole Rehnlnusanent 13-3231 1.301.559;- Depcedation - - Amoctization - Federal 5: State oqaomte Ta: - Gain 11.055} on Sale - Interest - - Total Other Expenses (Incon?te) [54.251 11.301.39.19 - Net Ordinary Income (Loss) 5 ?52,155! 5 552,152! Balance Sheet 12 31/ 2 0 19 Assets Liabilities Current Assets Current Liabilities Cash 6.843 Accounts Parable. trade $341576 Accounts Receivable. Tinde- 307.273 Accrued Payroll $5.83? Emcomits Receivable. Other 1.301.553 Accent-cl Esp-e115 es 1 9 .9 19 Inventory - Defected Revenue 136.1 12 Pct-p aid:- and other mutant as sets: Payable to C1331 183.354 Prep aids and deposits 13.360 Intentomp 31:77. net 1-3 31:05 CPA annual arms-n: 1661.65 Total Current Liabilities Prep aids and other c'LuIE-nt as sets 1-73.92" Noncut?rent Liabilities Total Current Assets 2,194,641 Long Tenn Del): {net} - Other monument liabilities- - Prop arty. Plant 5-: EqLuPnient (net; 1.009 Total Liabilities 3,247,793 C3 the: long Tenn :15 ets - Equity l. 53 15.3.} Total Assets 2,195,641 Total Liabilities and Equity 5' 2,195,641 Revenue and Receivables Top five customer receivables are as follows. Collections efforts are being actively managed. Customer Balance DRIVEN ENTERPRISES 373339 CONCORD RESOURCES LTD. 201,761 STEAAISHIP AGED 71,151 BIORAN SHIPPING 66.097 SKANSKA 57,130 Expenses and Pavables: Expenses are primarily comprised of equipment rental fees and operating supplies paid and payable to Summit Handling, United Rentals, Pine Bush Equipment and a handful of other vendors. Payroll costs consist of direct labor paid to employees of GT New London; Professional Services are mostly lT-related expenses and Port Security. Insurance expense is based on allocated annual premiums. Other Notable Financial Items: 0 The annual fixed fee paid to the CPA of $500,000 was treated as a prepaid expense and is being amortized over 12 months at $41,667 per month. 0 Deferred revenue shown on the 3/5 as a liability is the amount collected from customers for which reloading services have yet to be performed by the Company. See the schedule below. Per generally accepted accounting principles, it is only once the reloading service has been provided that revenue can be recognized; until then, the amounts collected are treated similar to customer deposits. Deferred Revenue lleev-er Stmmaitt Concord Ultralbull; Stamford lIetals Ateelor Areelor Arcelor Total Deferred Revenue AM AIM Collected Recournized Balance 7,662 [7,662] 0' 33,339 23,859 50,361 ?38,788] 21:31.3 76,410 {33,191} 33,319 53,675 1233,3561} 73.319 7,561 (1561:: 1,364 1,364 7,603 [71,466.] ,137? 3,333 {3,330} 32,650 (32,630) 13,523 [13,525] 38?,641 (161,529) 136,112 Intercompany payables to Gateway New Haven for working capital cash funding May-September $491,225 October-December 390,480 $881,705 The payable to Enstructure LLC includes the funding of the $500,000 annual payment to the CPA as well as other fees paid by Enstructure. Variable Fees owed to the CPA related to generated revenues have been calculated as follows: Revenue Variable Rate Amount Owed Amount Paid Amount Outstanding Stevedoring, Handling Storage Revenue October 240,314 7.0% 5 16,822 5 5 16,822 November 5 28,400 7.0% 5 1,988 5 1,988 December 635,571 7.0% 5 44,490 5 5 44,490 Amount to meet Annual Guarantee 61,700 5 61,700 Total 04' 2019 Payment 5 904,286 5 125,000 - 5 125,000 Wharfage a Dockage Fees October 89,927 50.0% 5 44,964 (44,964} 5 November 5 34,174 50.0% 3 17,087 5 (17,087) 3 December 127,334 50.0% 5 63,667 5 - 3 63,667 Total 04' 2019 Payment 5 251,434 5 125,717 3 (62,050) 5 63,667 Gateway New London December 2019 Operations Report During October and November there continued to be limited activity from the perspective of reloading bulk materials already on site and related to incoming vessel activity. However, December proved to be our most active and profitable month due to the two vessels received. See the deferred revenue schedule in the Financial section above for throughput/materials handling; see below for the vessel report for the period. There have been no unforeseen occurrences, accidents or injuries, damages, losses or disruptions to the business to report. VESSEL REPORT 200 State Pier Road 1 New London, CT 06320 GATEWAY NEW LONDON LLC Cargo Unleaded] Vessel Name Arrival Date Departure Date Handle-d Loaded Tons(MT) BBC Eagle December 15m December 19th Copper Unloaded 8,877 Tai Honesty December 15th December 2151 Salt Unleaded 41,405 Schedule 2 INSURANCE requirements of Gateway Gateway shall provide and maintain, or cause any of Gateway?s Subcontractors who are providing services under the Sublease to provide or maintain, the types and amounts of insurance set forth in this Schedule 2 at all times during the Term. The insurance carriers providing insurance as described in this Schedule 2 shall have an A.M. Best Financial Rating of or better and a ?nancial size category of or higher with limits, or if unrated, such carriers shall be acceptable to all Parties, which acceptance shall not be unreasonably withheld. Gateway shall procure and maintain the following insurance: Workers? Compensation Insurance; Employer?s Liability Insurance. Employer?s liability Insurance with a one million US Dollars 1,000,000) limit per accident and disease. If Work is to be performed on or near navigable waters, the policy shall include the maritime coverage endorsement including coverage for the Jones Act (including all transportation, wages, maintenance and cure), the Death on the High Seas Act and other applicable maritime Laws and Codes and provide further that a claim in rem shall be treated as a claim against the employer. A maritime employers? liability and/or protection and indemnity policy may be used to satisfy applicable parts of this requirement with respect to Work performed on or near navigable waters. Workers? Compensation Insurance (including occupational disease) as required by the statutory bene?t laws of the state or states where the Services are to be performed (or any associated Materials and Equipment created) or as required by any other state Where the employee performing the Services (or creating, assembling, delivering, or otherwise working on any associated Materials and Equipment) is normally employed, or approval as a quali?ed self?insurer as required by applicable state laws. If Work is to be performed on or near navigable waters, the policy shall include coverage for the United States Longshoreman?s and Harbor Workers? Act, the Outer Continental Shelf Lands Act and other applicable maritime Laws and Codes. Such insurance shall include an ?Alternate Employer Endorsement.? Commercial General Liability Insurance. Commercial liability insurance against claims for personal injury (including bodily injury and death) and property damage. Such insurance shall provide coverage for products liability/completed operations (which coverage shall remain in effect for a period of at least three years following the Term), blanket contractual, explosion, collapse and underground coverage, broad form property damage, and personal injury insurance, with a ?fty million US Dollars ($50,000,000) minimum limit per occurrence for combined bodily injury and property damage. The commercial general liability insurance policy shall be endorsed to provide primary and non-contributing liability. Coverage shall include stevedore and whar?ngers liability. Automobile Liability Insurance. Automobile liability insurance against claims of personal injury (including bodily injury and death) and property damage, including automobile uninsured/underinsured motorist protection endorsements, covering all owned (if any), leased, non?owned and hired vehicles used in the performance of Gateway?s or Subcontractor?s obligations under this Contract with a one million US Dollars ($1,000,000) minimum limit per occurrence for combined bodily injury and property damage and containing appropriate no-fault insurance provisions wherever applicable Protective and Indemnig Insurance. To the extent Gateway or any Gateway Subcontractor operates Vessels in connection with the performance of the Work for the Project, Gateway and Subcontractor shall maintain: Protection and Indemnity Insurance including contractual liability, collision liability, specialist operations, tower?s liability, and pollution buy-back endorsement, wreck removal and removal of debris coverage extensions and specialist operations including, but not limited to, dredging, pile driving, cable laying, heavy lifts and installation or its equivalent with limits of at least ?fty million US Dollars ($50,000,000) each occurrence. However, with regards to small value workboats and other vessels not involved in major installation activities, lesser amounts of Protection and Indemnity Insurance may be allowable, however never less than ?ve million US Dollars ($5,000,000) each occurrence; Gateway shall carry Vessel Pollution Insurance subject to not less than the full limits and conditions available through the Water Quality Insurance Syndicate or its equivalent for OPA, CERCLA and other substances coverage; and Hull and Machinery Insurance not less than the full replacement value. Property Insurance. ?All Risk? Property Damage insurance covering the Port Facilities shall be procured and maintained by Gateway pursuant to the terms of the Concession Agreement. Coverage shall be provided on ?ill value basis. Such property insurance shall be procured for the bene?t of NBC as though NEO were a party to the Concession Agreement. The waiver of subrogation in the Concession Agreement shall apply equally as to NEO. Additional Insured. To the fullest extent permitted by law, Gateway and Subcontractors shall cause the commercial general liability coverage to include NEO as an additional insured for claims caused in whole or in part by the Contractor?s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non- contributory to any of general liability insurance policies and shall apply to both ongoing and completed operations. The additional insured endorsement should be a scheduled endorsement naming Bay State Wind, LLC as an additional insured. A copy of the additional insured endorsement shall be provided to NEO. Schedule 3 INSURANCE requirements of NEO. NEO shall provide and maintain, or cause any of OEMs operating at the Port Facilities to provide or maintain, the types and amounts of insurance set forth in this Schedule 3 at all times during the Term. The insurance carriers providing insurance as described in this Schedule 3 shall have an A.M. Best Financial Rating of or better and a ?nancial size category of or higher with limits, or if unrated, such carriers shall be acceptable to all Parties, which acceptance shall not be unreasonably withheld. NEO shall procure (or so cause to be procured) and maintain the following insurance: Workers? Compensation Insurance: Employer?s Liability Insurance. Worker?s Compensation Insurance and Employer?s Liability Insurance (including occupational disease) to cover statutory benefits and limits of the Worker?s Compensation laws of any applicable jurisdiction in which any work is to be performed hereunder, and with such Employer?s Liability Insurance to have a coverage limit of $1,000,000 per accident and $1,000,000 per disease per employee and in the aggregate for disease. Commercial General Liability Insurance. Commercial liability insurance against claims for personal injury (including bodily injury and death) and property damage. Such insurance shall provide coverage for liability arising from independent contractors, products liability/completed operations, blanket contractual, explosion, collapse and underground coverage, broad form property damage ?sudden and accidental? pollution coverage, and personal injury insurance, with policy limits of not less than fifty million US Dollars ($50,000,000) per occurrence and general aggregate. Either under this policy or by separate policy, NEO shall procure and maintain pollution coverage with a one million US Dollars ($1,000,000) minimum limit. A claims made form is acceptable for the pollution coverage. Automobile Liability Insurance. Automobile liability insurance against claims of personal injury (including bodily injury and death) and property damage, including automobile uninsured/underinsured motorist protection endorsements, covering all owned (if any), leased, non?owned and hired vehicles used in the performance of the operations pursuant to this Sublease Agreement With a three million US Dollars ($3,000,000) minimum limit per occurrence for combined bodily injury and property damage and containing appropriate no-fault insurance provisions wherever applicable Protective and Indemnity Insurance. To the extent the NBC) or any of its OEMs operates Vessels in connection with use of the Port Facilities, NEO shall maintain or cause such OEMs to maintain Protection and Indemnity Insurance including contractual liability, collision liability, specialist operations, tower?s liability, and pollution buy-back endorsement, wreck removal and removal of debris coverage extensions and specialist operations including, but not limited to, dredging, pile driving, cable laying, heavy lifts and installation or its equivalent with limits of at least ?fty million US Dollars ($50,000,000) each occurrence. However, with regards to small value workboats and other vessels not involved in major installation activities, lesser amounts of Protection and Indemnity Insurance may be allowable, however never less than ?ve million US Dollars ($5,000,000) each occurrence; NEO shall carry (or cause its OEMs to carry) Vessel Pollution Insurance subject to not less than the full limits and conditions available through the Water Quality Insurance Syndicate or its equivalent for OPA, CERCLA and other substances coverage; Hull and Machinery Insurance: To the extent that NEO, its subcontractors, or any of its OEMs operates Vessels in connection with use of the Port Facilities, NEO, its subcontractors, or any of its OEMs shall maintain Hull and Machinery Insurance under the American Institute Hull Clauses (June 2, 1977) or equivalent. Such insurance shall be endorsed speci?cally to include the following: 1. Waiver of subrogation in favor of Gateway. 2. Where legally permitted, Gateway shall be named as an additional assured. Contractor Equipment/Inland Marine Insurance: To the extent that NEO, its subcontractors, or OEMs operates mobile equipment in connection with use of the Port Facilities, NEO, its subcontractors, or OEMs shall procure and maintain ?All Risk? contractor equipment/inland marine insurance. Coverage shall be provided on full value basis. Such insurance shall be endorsed speci?cally to include the following: 1. Waiver of subrogation in favor of Gateway. 2. Where legally permitted, Gateway shall be named as an additional assured. Additional Insured. To the fullest extent permitted by law, NEO shall cause the commercial general liability coverage to include the Authority and Gateway as additional insureds for claims caused in whole or in part by the negligent acts or omissions of NBC or an applicable OEM, which occur during the Term. The additional insured coverage shall be primary and non-contributory to any of Gateway or Gateway?s general liability insurance policies and shall apply to both ongoing and completed operations. The additional insured endorsement should be a scheduled endorsement naming Connecticut Port Authority and Gateway New London, LLC as additional insureds. A copy of the additional insured endorsement shall be provided to Gateway and Gateway. Schedule 4 Connecticut Port Authority Procurement and Contracting Requirements Section 1.1 Whistleblower Protection. If any of?cer, employee or appointing authority of Gateway or NEO takes or threatens to take any personnel action against any employee of Gateway or NEO, respectively, in retaliation for such employee?s disclosure of information to the Auditors of Public Accounts or the Attorney General under the provisions of Connecticut General Statutes Section 4-61dd, Gatway and/or NEO, as applicable, shall be liable for a civil penalty of not more than ?ve thousand dollars for each offense, up to a maximum of twenty per cent of the value of the contract. Each violation shall be a separate and distinct offense and in the case of a continuing violation each calendar day?s continuance of the violation shall be deemed to be a separate and direct offense. Gateway and NEO shall post a notice in a conspicuous place which is readily available for viewing by employees of the provisions of Connecticut General Statutes Section 4?6ldd relating to large state contractors. Section 1.2 Campaign Contribution And Solicitation Prohibitions. For all State of Connecticut contracts as de?ned in Section 9-612 of the Connecticut General Statutes having a value in a calendar year of $50,000 or more or a combination or series of such agreements or contracts having a value of $100,000 or more, the authorized signatories of Gateway and NEO to this Agreement each expressly acknowledge receipt of the State Elections Enforcement Commission?s notice, SEEC Form 10 in Exhibit C, advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice. Section 1.3 Contractor?s Certi?cation Concerning Gifts. At the time of Gateway?s and execution of this Agreement, Gateway and NEO each simultaneously, if applicable, executed a document entitled Contractor?s Certi?cation Concerning Gifts and said document is attached hereto and made a part of this Agreement as Exhibit D. Section 1.4 Acting Chairperson?s Certi?cation Concerning Gifts. At the time of the Acting Chairperson?s execution of this Agreement, the Acting Chairperson simultaneously, if applicable, executed a document entitled Acting Chairperson?s Certi?cation Concerning Gifts and said document is attached hereto and made a part of this Agreement as Exhibit E. Section 1.5 Iran Certi?cation Form. At the time Gateway and NBC executed this Agreement, Gateway and NEO each simultaneously, if applicable, executed a document entitled Iran Certi?cation Form and said document is attached hereto and made a part of this Agreement as Exhibit F. Exhibit A Certain Concession Agreement Provisions In this Exhibit A to Sublease Agreement, unless the subject or context otherwise requires, capitalized terms shall have the meanings given to them in the Sublease Agreement, or if not de?ned in the Sublease Agreement, in Part I of Annex A of the Concession Agreement. However, for the avoidance of doubt, ?Project? as used in this Exhibit A has the meaning provided in the Sublease Agreement and not in the Concession Agreement. This Exhibit A forms an integral part of the Sublease Agreement pursuant to Section 10 thereof. (This Exhibit A is also Schedule 5 to the Harbor Development Agreement and applies during the term thereof pursuant to Section 9.4.3 thereof.) Unless otherwise stated, references in this Exhibit A to sections refer to sections in the Concession Agreement. Subject to the provisions set forth in Sections 2.4, 5.2.4 and 5.2.5 of the Harbor Development Agreement, the Authority and Gateway agree upon the following terms and provisions relating to the Concession Agreement: 1. This Exhibit A to Sublease Agreement (and also Schedule 5 to the Harbor Development Agreement) forms a part of the Concession Agreement (Section 1.4). In the event of ambiguities or discrepancies among the several documents forming the Concession Agreement, the priority of the documents forming the Concession Agreement shall be ?rst this Exhibit A to Sublease Agreement, and then as provided in Section 1.5 of the Concession Agreement. 2. Once the Project work commences, for the avoidance of doubt, notwithstanding Gateway?s acceptance of the Site from the Authority in condition pursuant to Section 2.1.2 of the Concession Agreement, Gateway reserves any rights it may have under Sections 5.4, 5.5 and 16.2.6 of the Harbor Development Agreement in respect of Substantial Completion and Final Acceptance of the Project, including any available construction and design warranties from third parties. Subject to the preceding sentence, after the occurrence of Substantial Completion under the Harbor Development Agreement, Gateway?s suspension of operation will end as provided in Sections 5.6.1 and 9.4.1 of the Harbor Development Agreement and Gateway will resume control of and responsibility for ongoing port operations. 3. For such period of time as the Sublease Agreement is continuing and in full force and effect, the last sentence of Section 2.2.1(d) of the Concession Agreement regarding annual notice by Gateway of all Movable Property and Fixtures and Fittings acquired by Gateway is suspended insofar as it pertains to the Capital Improvements Commitment under Section 9.4.1 of the Concession Agreement. The Authority, Gateway and NEO nonetheless shall maintain in their respective records appropriate documentation of which Movable Property, Fixtures and Fittings are acquired by such Party. 4. Commencing with the Project work through the term of the Harbor Development Agreement, and thereafter for such period as the Sublease Agreement is continuing and in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway will be required to make the Variable Fee payment only under clause but not under clause of Section 2.4.2 of the Concession Agreement, and (ii) not be required to make Annual Fixed Fee payments or Minimum Annual Guarantee payments (Sections 2.4.1 and 2.4.2 of the Concession Agreement). 5. During the term of the Harbor Development Agreement and thereafter for such period of time as the Sublease Agreement is continuing and in full force and effect, the requirement for Gateway to provide a Letter of Credit to the Authority is suspended (Section 2.4.3 of the Concession Agreement). 6. As re?ected in Sublease Agreement Recital the Project is the Development? and thus in accordance with the terms of Section 2.4.4 of the Concession Agreement, upon the execution of the Harbor Development Agreement, Gateway is no longer responsible for reimbursement of costs in respect of any feasibility study concerning wind energy uses (Section 2.4.4 of the Concession Agreement). 7. During the term of the Harbor Development Agreement, Gateway?s agreement to assume and discharge or perform when due all debts and obligations whatsoever relating to the Site, the Port Facilities and the Port Services is modi?ed, and thereafter for such period of time as the Sublease Agreement is continuing and in full force and effect, to not apply insofar as pertains to all debts and obligations whatsoever relating to the Project construction and (ii) to obligations under the Harbor Development Agreement and under the Sublease Agreement (Section 2.7 of the Concession Agreement). 8. For such period of time as the Sublease Agreement is in full force and effect, and no Gateway Event of Default has occurred thereunder, Gateway?s obligation to accommodate and to use reasonable efforts to coordinate the Ferry berthing is suspended (Section 7.2.3 of the Concession Agreement). 9. While the Project is under construction, and further thereafter during Active Periods (as de?ned in the Sublease Agreement) and for such period of time as the Sublease Agreement is in full force and effect, and no Gateway Event of Default has occurred thereunder, Gateway?s obligations to operate the Port Facilities to provide Port Services (except for specified services to NBC and the OEMs, as defined in the Sublease Agreement) and to maximize Throughput Volume are suspended (Concession Agreement Sections 2.3.1, 2.3.2, 8.1, and 8.8, and Annex Paragraph 6). 10. For such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway and the Authority each acknowledge, as to itself, that there are no Cranes owned or leased by Gateway or the Authority on the Site, and no Cranes will be installed by Gateway as part of the Project, and therefore Cranes are excluded from Gateway?s obligations (Sections 9.1, 9.2, 9.3, and 15.6.7, and Annex Paragraphs 2.1 and 2.4, and other references of the Concession Agreement). It is acknowledged that any new mobile heavy lift crane is an OEM item. 11. During the Project until Final Acceptance under the Harbor Development Agreement and for such period of time as the Sublease Agreement is in full force and effect, and no Gateway Event of Default has occurred thereunder, Gateway?s obligation to maintain the Site and the Port Facilities in good, sanitary and safe working condition is suspended except as it relates to speci?ed services to NEO and the GEMS, as de?ned in the Sublease Agreement. Furthermore, during the Project and for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s obligations under Section 9.2 of the Concession Agreement to periodically overhaul, rehabilitate, refurnish or replace components or elements of the Site and the Port Facilities is suspended until Final Acceptance under the Harbor Development Agreement except as it relates to speci?ed services to NEO and the OEMs, as de?ned in the Sublease Agreement. 12. For such period of time as the Harbor Development Agreement is in full force and effect, Gateway?s obligation to restore and repair damaged or destroyed parts of the Site or the Port Facilities under Section 9.3 of the Concession Agreement is suspended insofar as pertains to damage or destruction caused by EPC Contractor or the Authority (Section 9.3 and Annex Paragraph 2.5 of the Concession Agreement); provided, however, that Section 9.3 of the Concession Agreement will apply to any structural damage to the State Pier that the Authority identi?es in writing (with reasonable supporting documentation) to Gateway no later than thirty (30) days after Gateway ceases pier operations as having been caused by Gateway. For such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s obligation to restore and repair damaged or destroyed parts of the Site or the Port Facilities under Section 9.3 is suspended insofar as pertains to damage or destruction caused by NEO or an OEM (Section 9.3 and Annex Paragraph 2.5 of the Concession Agreement). In other respects and at other times, Gateway shall undertake to restore damage or destruction to the extent of available insurance proceeds and as required by the Concession Agreement. 13. During the term of the Harbor Development Agreement and thereafter for such period of time as the Sublease Agreement is in full force and effect, and no Gateway Event of Default has occuired thereunder, Gateway?s Capital Improvements Commitment under Section 9.4 is thereby satis?ed by the provision of funding commitments under the Harbor Development Agreement. Nonetheless, during Idle Periods (as de?ned in the Sublease Agreement), Gateway agrees to have the requisite equipment needed to perform the Port Services. 14. It is agreed that the quarterly reports provided under Section 10.5 of the Concession Agreement shall be provided on a calendar quarter basis, as with the reports under Section 10.4 of the Concession Agreement. 15. During the Project and thereafter for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s responsibility to provide an Annual Environmental Report is suspended (Section 10.8 of the Concession Agreement). Additionally, during the Project Gateway will not be responsible for coordinating mitigation plans and for compliance with obligations set forth as part of the permits for the Project (Exhibit Section 3.1 of the Concession Agreement). 16. Gateway?s obligations to indemnify the Authority Indemni?ed Parties under Section 12 of the Concession Agreement shall not extend to the actions or omissions of NEO or any OEM or otherwise arising out of or as a consequence of any claim or action by any Person employed by NEO or any OEM. 17. During the Project, the insurance provisions of the Harbor Development Agreement will prevail over the insurance provisions of the Concession Agreement, and Gateway?s insurance requirements are suspended but only for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder. Without limiting the foregoing and for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s requirement to procure property insurance under the Concession Agreement is suspended. 18. Pursuant to Section 22.1 of the Concession Agreement, Gateway hereby provides notice to the Authority that the address for the copy of notices to Gateway is changed to be: Phelps Dunbar, L.L.P. 365 Canal Street, Suite 2000 New Orleans, Louisiana 70130 Attn: James A. Stuckey 19. During the Project and thereafter for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default (excluding for this paragraph a Gateway Event of Default arising solely from Sublease Agreement Section 12.4.3) has occurred thereunder, the berths at the Site will have been fundamentally altered by the Project, and Gateway is relieved of any obligation to share in dredging costs (Annex Paragraphs 2.5 and 2.6 of the Concession Agreement). 20. During the Project and thereafter for such period of time as the Sublease Agreement is in force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s responsibilities for security and utilities may be altered in coordination and agreement with the EPC Contractor under the Harbor Development Agreement (Annex Paragraphs 2.11 and 2.15 of the Concession Agreement). Exhibit Intentionallv Omitted EXHIBIT (SEEC FORM 10 ATTACHED) Exhibit C-l SEEC FORM 10 STATE ELECTIONS ENFORCEMENT COMMISSION RM. liil Page I of! Form 10 Notice to Executive Branch State Contractors and Prospective State- Coutractors of Campaign Contribution and Solicitation Limitations. Acknowledgement af?ecdpr of Explanation omeItibitionsfar Incorporation in Contracting and Bidding Documents This notice is provided under the authority of Connecticut General Statutes as amended by PA. low]. and is for the purpose of informing state contractors and prospective state contractors of the following law (italicized words, are defined on the Side of this page). CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS Ni) contractor. prospective .rlutc contractor. principal oft! stoic r?mtlrut?iot? or principal (if-o nitric contractor. with regard to El stau- contract or More cmm'tu?l .t'nt'it'ilaiimt with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal oft: holder of it valid prequali?cation certi?cate, shall make a contribution to an exploratory committee or candidate committee established by candidate for nomination or election to the of?ce of Governor. Lieutenant Governor. Attorney General. State. (?oniptrollct. Secretary of the Static or State Treasurer. til) it political committee authorized to moire contributions or expenditures to or for bene?t of such candidates. or at party committee which includes town committees). In addition. no holder or principal of a holder of ii vnlid prequalilicotion certi?cate. shall make a contribution to an exploratory committee or cunditlutc committee established by a candidate for nomination or election to the otl?ice of Stutc senator or State representative, (ii) a political committee authorized to moire contributions or expenditures to or for the benefit of such candidates. or (hit a party 0n and after January I. 20] I. no more contractor. prospective stoic contractor. principal of a 5:ch contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive brunch or a quasi-public agency or a holder. or principal of a holder of valid prequulil?icotion certi?cate. shall knowingly wilt-r: contributions. from the state contractor's. or prospective state contractor's employees or from a min-outrocmr or principals of the subcontractor on beholl?ol'ti] an exploratory committee or cundidatc committee established by candidate for nomination or election to the oilice of Governor. Lieutenant Governor, Attorney General, State Comptroller. Secretory ol?the State or State Treasurer. (ii) a political comm ittcc authorized to make contributions or expenditures to or for the bene?t ol?such candidates. or a party committee. DUTY TO INFORM State contractors and pionpectivc state contractors are required to inform their principals of the above prohibitions, as applicable. and the possible penalties and other consequences; oi'nny violation thereof. PENALTIES FOR VIOLATIONS Contributions or solicitation.? ofcontributions made in violation oi?thc above prohibitions. may result in the following civil and criminal penalties: pcnaltlc ?~Up to $2,000 or twice the amount ul'the prohibited contribution. whichever is greater. against it principal or a contractor. Any state contractor or prospective mate contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals ol'these prohibitioni and the possible consequences ol?thcit violations may also be subject to civil penalties.- ofup to 52.000 or twice the mnount ol'thc prohibited contributions made by their principals. Criminal penalties- Any knowing and willful violation of the prohibition is a Class felony, which may subject the violator to imprisonment of not more than 5 year?. or not more than $5.000 in fines. or both. CONTRACT CONSEQUENCES In the case of a state contractor. contributions: made or solicited in violation of the ubovc prohibitions may resulting the contract being voided. In the case oi'a prospectitc state contractor. contributions made or solicited in violation of the above prohibitions shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor. unless the State Elections Enforcement Commission that mitigating circumstancct. exist concerning such violation. The Stotc shall not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or noticited. unless the Store Elections Enfor ~emeut Commission determines that mitigating circumstances; exist concerning such violation. Exhibit SEEC FORM 10 CONNECTICUT STATE ELECTIONS ("031311553th Form 10 Res. Ii?ll Page 1 of 3 DEFINITIONS "State contractor? metros ii person. business entity or nonpro?t organization that enters into is state contract. Such person. business entity or nonpro?t organizrittion shrill be deemed to he a state contractor until December thirty?tirst of the year in which such contract terrninittes. "Suite contractor" does not include a municipality or any other political subdivision of the state. Including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter. or tin employee in the executive or legislative branch of state government or ii quasi-public agency. whether in the classified or unclassified service and full or part-time. and only in such person's capacity as a state or quasi?public agency employee. "Prospective suite contractor" means it person. business entity or nonprofit organization that i] submits ii response to a suite contract solicitation by the state. a state agency or ii quest-public agency. or a proposal in response to it request for proposals by the state, a state agency or ii quasi-public agency. until the contract has been entered into. or (ii) holds a valid prequrilifieirtion certi?cate issued by the Commissioner of Administrative Services under section 4n-l0tl. "Prospective suite contractor? does not include a municipality or any other political subdivision ofthe state. including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter. or an employee in the executive or legislative branch of state government or a quasi-public agency. whether in the classified or unclasSified service and full or part-time, and only in such person's capacity as stute or quasi?public agency employ-cc. of a state contractor or prospective state contractor" means [it any individuiil who is a member of the board of directors of. or has an ownership interest of live per cent or more in. a stale contractor or prospective suite contractor. which is a business entity. except For rm individual who is a member of the board ofdircctors of a nonpro?t organization, (ii) 811 individual who is employed by it state contractor or prospective state contractor. which is it business entity. as president. treasurer or executive vice president. an individuai who is the chief'esccutive officer ofa state contractor or prospective state contractor. which is not at business entity. or if a state conti'tit: tor or prospective state contractor has no such officer. then the of?cer who duly possesses comparable powers and duties. {iv} an of?cer or an employee of any state contractor or prospective state contractor who has managerial or din'r?cii'niwifi rcspoirsi't?ii't'i'ii'cs ii?i'rii respect in a store contract. the spouse or ii dependent child who is eighteen years of age or older of an individual described in this subpomgraph. or hit) a political committee established or controlled by an describes! in this subpawgi?aph or the business entity or nonprofit organization that is the state contractor or prospective state contractor. ?Suite contract" means an agreement or contract with the state or any suite agency or any quasi-public agency. let through :1 procurement process or otherwise. having it value of ?fty thousand dollars or more. or ii combination or series of such agreements or contracts having it value of one hundred thousand dollars or more in ii culendar year. for (it the rendition of services. [it] the furnishing of any goods. material. supplies. equipment or any items of any kind. the construction. alteration or repriir ofiiny public building or public work. in"; the acquisition. stile or lease ofnny land or building. (vi it licensing arrangement. or (vi) a grant. loan or term guarantee. "State contract" does not include any agreement or contract with the state. any state agency or any quasi-public agency that is exclusively federally funded. on education loan. at loan to an individual for other than commercial purposes or any agreement or contract between the state or any state agency rind the United States Department of the Navy or the United States Department of Defense. ?State contract solicitation" means a request by :1 state agency or quasi-public agency. in whatever form issued, including. but not limited to. an invitation to bid. request for proposals. request for information or request for quotes, inviting bids. quotes or other types of through at competitive procurement process or another process authorized by law waiving competitive procurement. "Managerial or discretionary responsibilities with respect to a state contract? means having direct, extensive and substantive responmhilities with respect to the negotiation ot" the state contract and not peripheral. clerical or ministerial responstbilities. ?Dependent child" means a child residing in on individuel?s household who may legally be claimed as a dependent on the federal income of such individual. - ?Solidi? means requesting thiit a contribution he made. (til ptirtieiputinp in any fund-mising activities fora candidate committee. exploratory committee, political committee or party committee. including. but not limited to. forwarding tickets to potential contributors. receiving contributions for transmission to any such committee or bundling contributions. it") serving as ehaimerson. treasurer or deputy treasurer of'nny such committee. or in] establishing a political committee forth: sole purpose of soliciting or receiving contributions for tiny committee. Solicit does not include: (it making a contribution that is otherwise permitted by (?hupter of the Connecticut Gene-nil Statutes: {ii} informing; any person of ii position token by a candidate for public of?ce or a public of?cial. notifying the person ofnny activities of. or contact information for. any candidate for public of?ce; or tivl sewing its a member in any party committee or its an of?cer of such committee that is not otherwise prohibited in this section. ?Subcontractor? means any person. business entity or nonprofit organimiion that contracts to perform part or itll of the obligations of ii. state contractor's state contract. Such person. business entity or nonprofit organization shall be deemed to he a subcontractor unlit December thirty first of the year in which the subcontract terminates. "Subcontractor" does not include ii] a municipality or any other political subdivision of the state. including any entities or associations duly created by the municipality or political subdiwsion exclusively amongst themselves to further iiny purpose authorized by statute or charter. or {it} an employee in the executive or legislative branch of state government or it quasi?public agency. whether in the classified or unclassi?ed service and full or part-time, and only in such person's capacity as a state or quasi-public agency employee. ?l?nnc'ipai ofa subcontractor" means any individual who is a member of the board ofdii?ectors of. or has an ownership interest offive per cent or more in. a subcontractor. which is a business entity. except for in] individual who is a member of the board of'dircctors of a nonpro?t organization. (it) on individual who is employed by it subcontractor. which is a bus-mess entity. as president, treasurer or executive vrce presrd ent, an individual who is the chief executive officer ofn subcontractor. which is not it business entity. or if a subcontractor has no such of?cer. then the officer who duly possesses comparable powers and duties. (iv) an of?cer or an employee of any subcontractor who has managerial or discretionary responsibilities with respect to it subcontract with a state contractor. iv} the spouse or ii dependent child who is eighteen years of age or older of an individual described in this subparrigmph. or (vi) a political committee estuhlished or controlled by an individual described in this subparugmph or the business entity or nonprofit organization that IS the subcontractor. Exhibit SE EC FORM 10 CIWNECTICUT STATE ELECTIONS ENFORCEMENT COMMISMON Form 10 Rev. Page 3 of .1 ACKNOWLEDGEMENT OF RECEIPT SIGNATURE DATE manual-H531 NAME Find Hum: MI Lust Nam: Suf?x TITLE COMPANY NAME Additional information may be fou?d on the website ot?i?hc Sh?lli? Elections Commission. Click on tin: link in ?Lobbyislilibnuacmr Limimtiuns? Exhibit C-4 Exhibit C-5 EXHIBIT CERTIFICATION CONCERNING GIFTS (See form attached) (See also 0PM Ethics Form 1) Exhibit D-l Cunnecticu?f CERTIFICATION (CONCERNING GIFTS AUTHORITY Sublease Agreement (This CERTIFICATION is to be signed by an authorized officer of the Contractor or the Contractor?s managing general partner.) Section 4-252 of the Connecticut General Statutes requires that a Contractor the successful bidder/proposer/statement of qualifications submitter for an Agreement) complete and properly execute this Certi?cation Concerning Gifts at the same time that the Contractor executes the Agreement. if the Contractor fails to make the required certi?cations, the Contractor shall be disqualified for the Agreement. I, a duly authorized officer and/or representative of (firm name) (the "Contractor"), being duly sworn, hereby depose and say that: 1. I am over eighteen (18) years of age and believe in the obligations of an oath; and 2. The Contractor has submitted a bid for the (the ?Agreement") to the Connecticut Port Authority and has been selected by CPA as the successful bidder/proposer/SOQ submitter for the Agreement and is prepared to enter into the Agreement with and 3. No gifts were made between DA TE OF and the date of execution of the Agreement, by The Contractor, Any principals and key personnel of the Contractor who participated substantially in preparing the Contractor's bid/proposal/statement of quali?cations for or the negotiation of the Agreement, or Any agent of the Contractor or principals and key personnel who participated substantially in preparing the Contractor?s bid/proposal/statement of qualifications for or the negotiation of the Agreement to (1) Any public of?cial or employee of CPA who participated substantially in the preparation of the bid/proposal/qualifications solicitation for or the negotiation or award of the Agreement (such CPA employees are listed in Table 2 below), or (2) Any public official or state employee of any state agency who has supervisory or appointing authority over CPA (such public officials and state employees are listed in Table 3 below); and 4. No such principals and key personnel of the Contractor or agent of the Contractor or principals and key personnel knows of any action by Contractor to circumvent the prohibition on gifts by providing for any other principals and key personnel, official, employee or agent of the Contractor to provide a gift to any such public official or state employee; and Exhibit D-2 5. The Contractor made the bid/proposal/statement of quali?cations for the Agreement without fraud or collusion with any person; The information set forth herein is true, to the best of my knowledge and belief, subject to the penalties of false statement. TABLE 2: CPA Substantial Participants in the Preparation of the Request for Bids for the Agreement David Kooris, Acting Chairperson Joseph Salvatore, Project Manager TABLE 3: Public Officials and State Employees of State Agencies Who Have Supervisory or Appointing Authority over CPA Governor Edward M. Lamont, Jr. Senator Martin Looney, President Pro Tempore of the Senate Representative Joe Aresimowicz, Speaker of the House of Representatives Representative Themis Klarides, Minority Leader of the House of Representatives Senator Bob Duff, Majority Leader of the Senate Senator Len Fasano, Minority Leader of the Senate Signature: Name (typelprint)I Title: State Of: County Of: being fully sworn, deposes and says that he/she is the (Title) of (Firm Name), the Contractor herein, that he/she has read the foregoing statement concerning gifts, and, under the penalty of perjury, certifies that each and every part of said statement is true to his/her best knowledge and belief. Sworn to before me this day of 20 Notary Public/Commi55ioner of the Superior Court Commissmn Expiration Date Exhibit For the purposes of this Certification Concerning Gifts, the following terms are de?ned as follows: ?Gift" means anything of value, which is directly and personally received, unless consideration of equal or greater value is given in return. "Gift" shall n_ot include: A political contribution otherwise reported as required by law or a donation or payment as described in subdivision (9) or (10) of subSection of Section 9?601a of the Connecticut General Statutes; Services provided by persons volunteering their time, if provided to aid or promote the success or defeat of any political party, any candidate or candidates for public office or the position of convention delegate or town committee member or any referendum question; A commercially reasonable loan made on terms not more favorable than loans made in the ordinary course of business; A gift received from (A) an individual's spouse, ?ance or fiancee, (B) the parent, brother or sister of such spouse or such individual, or (C) the child of such individual or the spouse of such child; Goods or services (A) which are provided to a state agency or quasi-public agency for use on state or quasi-public agency property, or (ii) that support an event and (B) which facilitate state or quasi-public agency action or functions. As used in this Affidavit Concerning Gifts, "state property? means property owned by the state or a quasi-public agency, or (ii) property leased to a state agency or quasi?public agency; A certi?cate, plaque or other ceremonial award costing less than one hundred dollars; A rebate, discount or promotional item available to the general public; Printed or recorded informational material germane to state action or functions; Food or beverage or both, costing less than ?fty dollars in the aggregate per recipient in a calendar year, and consumed on an occasion or occasions at which the person paying, directly or indirectly, for the food or beverage, or his representative, is in attendance; Food or beverage or both, costing less than fifty dollars per person and consumed at a publicly noticed legislative reception to which all members of the General Assembly are invited and which is hosted not more than once in any calendar year by a lobbyist or business organization. For the purposes of such limit, (A) a reception hosted by a lobbyist who is an individual shall be deemed to have also been hosted by the business organization which he owns or is employed by, and (B) a reception hosted by a business organization shall be deemed to have also been hosted by all owners and employees of the business organization who are lobbyists. In making the calculation for the purposes of such ?fty-dollar limit, the donor shall divide the amount spent on food and beverage by the number of persons whom the donor reasonably expects to attend the reception; Food or beverage or both, costing less than ?fty dollars per person and consumed at a publicly noticed reception to which Exhibit all members of the General Assembly from a region of the state are invited and which is hosted not more than once in any calendar year by a lobbyist or business organization. For the purposes of such limit, (A) a reception hosted by a lobbyist who is an individual shall be deemed to have also been hosted by the business organization which he owns or is employed by, and (B) a reception hosted by a business organization shall be deemed to have also been hosted by all owners and employees of the business organization who are lobbyists. In making the calculation for the purposes of such fifty-dollar limit, the donor shall divide the amount spent on food and beverage by the number of persons whom the donor reasonably expects to attend the reception. As used in this subdivision, "region of the state" means the established geographic service area of the organization hosting the reception; Gifts costing less than one hundred dollars in the aggregate or food or beverage provided at a hospitality suite at a meeting or conference of an interstate legislative association, by a person who is not a registrant or is not doing business with the state of Connecticut; Admission to a charitable or civic event, including food and beverage provided at such event, but excluding lodging or travel expenses, at which a public of?cial or state employee participates in his official capacity, provided such admission is provided by the primary sponsoring entity; Anything of value provided by an employer of (A) a public official, (B) a state employee, or (C) a spouse of a public of?cial or state employee, to such official, employee or spouse, provided such benefits are customarily and ordinarily provided to others in similar circumstances; or Anything having a value of not more than ten dollars, provided the aggregate value of all things provided by a donor to a recipient under this subdivision in any calendar year shall not exceed ?fty dollars. Training that is provided by a vendor for a product purchased by a state or quasi?public agency which is offered to all customers of such vendor; or Travel expenses, lodging, food, beverage and other bene?ts customarily provided by a prospective employer, when provided to a student at a public institution of higher education whose employment is derived from such student?s status as a student at such institution, in connection with bona fide employment discussions. "Participated substantially" means participation that is direct, extensive and substantive, and not peripheral, clerical or ministerial. "Principals and key personnel" means of?cers, directors, shareholders, members, partners and managerial employees. Exhibit EXHIBIT ACTING CERTIFICATION CONCERNING GIFTS (See form attached) (See also 0PM Ethics Form 3) ACTING CERTIFICATION CONCERNING GIFTS AUTHORITY This form must be completed and properly executed under penalty of false statement by a chief executive officer, president, chairperson, member or other corporate officer duly authorized to adopt company, corporate or partnership policy of the business entity submitting a bid/proposal/statement of quali?cations to the Connecticut Port Authority. SUBLEASE AGREEMENT Awarded To I (This is to be signed by the ACTING CHAIRPERSON of CPA at the time the Agreement is executed by him) By submission of this Certification, the Acting Chairperson of the Connecticut Port Authority hereby certifies that the selection of the most qualified or highest ranked person, firm or corporation for the "Sublease Agreement? was not the result of collusion, the giving of a gift or the promise of a gift, compensation, fraud or inappropriate in?uence from any person. Signature: Name: David Kooris Title: Acting Chairperson State Of: Connecticut County Of: Hartford David Kooris, being fully sworn, deposes and says that he is the Acting Chairperson of the Connecticut Port Authority, that he has read the forgoing statement concerning collusion, the giving of gifts or the promise of gifts, compensation, fraud or inappropriate influence and, under the penalty of perjury, certifies that each and every part of said statement is true. Sworn to before me this day of 20 Notary Public/Commissioner of the Superior Court EXHIBIT IRAN CERTIFICATION FORM (See form attached) (See also 0PM Iran Certi?cation Form 7) Exhibit F?l Connecticut IRAN CERTIFICATION FORM AUTHORITY This form must be completed and properly executed under penalty of false statement by a chief executive officer, president, chairperson, member or other corporate officer duly authorized to adopt company, corporate or partnership policy of the business entity submitting a bidlproposallstatement of quali?cations to the Connecticut Port Authority. I, (name), (title) of (firm name, hereafter "Contractor?) an entity duly formed and existing under the laws of being duly sworn, hereby depose that: I am over the age of eighteen and understand and appreciate the obligations of an oath Contractor seeks to enter into the (the "Agreement") with the Connecticut Port Authority; and Contractor hereby certifies as follows: Section 1: APPLICABILITY Check applicable box must be completed regardless of where the Contractor?s principal place of business is located): Contractor?s principal place of business is within the United States or Contractor is a United States subsidiary of a foreign corporation. Contractors who check this box are not required to complete the Section 2: Certification portion of this form, but are still required to complete Section 3 of this form. Contractor?s principal place of business is outside the United States and it is not a United States subsidiary of a foreign corporation. Contractors who check this box are required to complete all sections of this form. Please complete this form as Specified in this Section 1 and submit it with the RFB, RFP or RFQ response or contract package if there was no RFB, FRP, or RFQ process. Additional definitions. ?Large state contract? has the same meaning as defined in Section 4?250 of the Connecticut General Statutes; "Contractor" means the person whose name is set forth at the beginning of this form; and "State agency" and "quasi-public agency? have the same meanings as provided in Section 1?79 of the Connecticut General Statutes. Section 2: CERTIFICATION Pursuant to RA. No. 13-162, upon submission of a bid, or prior to executing a large state contract if no bid process was conducted, the certification portion of this form must be completed by any corporation, general partnership, limited partnership, limited liability partnership, jointventure, nonprofit organization or other business organization whose principal place of business is located outside of the United States. Exhibit F-2 United States subsidiaries of foreign corporations are exempt. For purposes of this form, a "foreign corporation? is one that is organized and incorporated outside the United States of America. CERTIFICATION: l, the undersigned, am the official authorized to execute contracts on behalf of the Contractor. I certify that: Contractor has made no direct investments of twenty million dollars or more in the energy sector of Iran on or after October 1, 2013, as described in Section 202 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010. Contractor has either made direct investments of twenty million dollars or more in the energy sector of Iran on or after October 1, 2013, as described in Section 202 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, or Contractor made such an investment prior to October 1, 2013 and has now increased or renewed such an investment on or after said date, or both. Section 3: AFFIRMATION Note: This Section 3 must be completed even if Section 2 of this form was not required based on the responses in Section 1 of this form. Sworn as true to the best of my knowledge and belief, subject to the penalties of false statement. Printed Contractor Name Printed Name of Authorized Official Signature of Authorized Official Subscribed and acknowledged before me this day of 20 Commissioner of the Superior Court (or Notary Public) Exhibit F-3 ANNEX FORM OF ESCROW AGREEMENT CONFIDENTIAL 2/11/2020 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of 2020 (?Escrow Agreement?), is made by and among CONNECTICUT PORT AUTHORITY, a quasi-public body corporate and politic and a political subdivision of the State of Connecticut (the ?Authority?), NORTH EAST OFFSHORE, LLC, a Delaware limited liability company and WEBSTER BANK, .A., as Escrow Agent hereunder (together with its successors and assigns, ?Escrow Agent?). Each of the Authority, NBC and Escrow Agent may hereinafter be referred to as a ?Party? and two or more as ?Parties?. BACKGROUND A. An agreement, entitled the Harbor Development Agreement and dated as 2020, which such agreement, as it may be amended, may hereinafter be referred to as the ?Underlying Agreement? has been entered into by the Authority, NBC and Gateway New London, LLC (?Gateway?). B. 'Pursuant to the Underlying Agreement, the Authority and NBC are to enter into this Escrow Agreement and the Authority and NEO will deposit the sums set forth in Section 8.3 of the Underlying Agreement with Escrow Agent to be released in accordance with the terms of the Escrow Agreement. C. The ?Escrow Funds? (as de?ned below) shall be held in a segregated escrow account, Account Number 0023133712, in the name of the Authority to be held by Escrow Agent (the ?Escrow Account?) in accordance with the terms of this Escrow Agreement. Escrow Agent shall hold the Escrow Funds for the purpose of providing funds for the performance and completion of the Work and for other matters as provided for in the Underlying Agreement. The Escrow Account shall include any sub- accounts established by Escrow Agent as provided for in this Escrow Agreement. D. Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance with the terms of this Escrow Agreement. E. The Authority and NBC have appointed the Authority and NBC Representatives (as each de?ned below) to represent them for all purposes in connection with the funds to be deposited with Escrow Agent and this Escrow Agreement. F. In order to establish the escrow of funds, the Parties hereto have entered into this Escrow Agreement. 20152844-v15 STATEMENT OF AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the Parties hereto, for themselves, their successors and assigns, hereby agree as follows: 1. De?nitions. The following terms shall have the following meanings when used herein: ?Authority DWW Funds? shall mean the funds to be deposited by the Authority with Escrow Agent pursuant to Section 31a} below. ?Authority Escrow Funds? shall mean, collectively, the Authority DWW Funds, the Authority Phase 1 Funds and the Authority Phase 2 Funds. ?Authority Phase 1 Funds? shall mean the funds to be deposited by the Authority with Escrow Agent pursuant to Section 3gb! below. ?Authority Phase 2 Funds? shall mean the funds deposited with Escrow Agent by the Authority in accordance with the provisions of Section 8.3, Item 7 of the Underlying Agreement. ?Authority Representative? shall mean any of the persons so designated on Schedule A hereto or any other person designated in a writing signed by the Authority and delivered to Escrow Agent and the NBC Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement. Upon request of Escrow Agent, such person(s) will provide ID copies to Escrow Agent. ?Authority Written Direction? shall mean a written direction, executed by any Authority Representative, substantially in the form of Schedule hereto, with copies to the NBC Representative, which directs Escrow Agent to disburse all or a portion of the Escrow Funds to the designated account of the Authority. ?Escrow Account? shall have the meaning set forth above in paragraph under ?Background?. ?Escrow Funds? shall mean all funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. ?Escrow Period? shall mean the period commencing on the date hereof and ending on the applicable termination date set forth on Schedule A hereto. ?Gateway Representative? shall mean the persons so designated on Schedule A hereto or any other person designated in a writing signed by Gateway and delivered to Escrow Agent and the Authority Representatives and NEO Representatives in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement. Upon request of Escrow Agent, such person(s) will provide ID copies to Escrow Agent. 2 116689672 Confidential ?Gateway Written Direction? shall mean a written direction, executed by any Gateway Representative, substantially in the form of Schedule hereto with copies to the Authority Representative and the NEO Representative, which directs Escrow Agent to disburse all or a portion of the Escrow Funds to the designated account of Gateway, as further described in Section 4 below. Lease? shall mean that certain Lease Agreement dated 2020 by and between the Authority and New England Central Railroad, Inc. Lease Funds? shall mean the funds further described in Section 3(c) below. Additional Phase 2 Funds? shall mean the amount of $5,000,000, or such portions thereof subject to the terms of Sections 8.1.1(e) and 8.1.1(t) in the Underlying Agreement, as provided for in Section 8.3, Item 8 of the Underlying Agreement. Escrow Funds? shall mean, collectively, the NBC Phase 2 Funds and the NBC Additional Phase 2 Funds. Phase 2 Funds? shall mean the amount of up to $47,500,000 as provided for in Section 8.3, Items 5, 6 and 8 of the Underlying Agreement. Representative? shall mean the persons so designated on Schedule A hereto or any other person designated in a writing signed by NBC and delivered to Escrow Agent and the Authority Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement. Upon request of Escrow Agent, such person(s) will provide ID copies to Escrow Agent. Written Direction? shall mean a written direction, executed by any NEO Representative, substantially in the form of Schedule hereto, with copies to the Authority Representative, which directs Escrow Agent to disburse all or a portion of the Escrow Funds to the designated account of NBC, as further described in Section 4 below. ?Remaining Authority DWW Funds? shall mean the funds further described in Section 3(0) below. ?Representatives? shall mean the duly authorized representatives of the Authority and NBC, as applicable. ?Written Direction? shall mean an Authority Written Direction, a NEO Written Direction, or a Gateway Written Direction, as applicable. 2. Appointment of and Acceptance by Escrow Agent. The Authority and NEO hereby appoint Escrow Agent to serve as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold and disburse the Escrow Funds in accordance with this Escrow Agreement. The Authority and NEO hereby acknowledge and agree that under no circumstances shall Escrow Agent be deemed to be or to become a trustee or a ?duciary to 3 116689672 Con?den?al any Party or any other person whether under this Escrow Agreement, under the Underlying Agreement or by any other means in connection herewith. 3. Deposit of Escrow Funds. The Authority and NBC will transfer funds in the following manner to Escrow Agent: (C) (6) 116689672 within three (3) business days after the execution and delivery of this Escrow Agreement, the Authority shall deposit with Escrow Agent by wire transfer of immediately available funds the amount of $22,500,000 previously received by the Authority from NBC as the DW Funding Commitment (as de?ned in the Underlying Agreement) (the ?Authority DWW Funds?). within three (3) business days after the execution and delivery of this Escrow Agreement, the Authority shall deposit with Escrow Agent by wire transfer of immediately available funds the amount of $25,500,000, and in the timeframe and in the manner as provided for in Section 8.3, Item 4 of the Underlying Agreement, the Authority shall deposit with Escrow Agent by Wire transfer of immediately available funds the amount of $30,000,000 (collectively, the ?Authority Phase 1 Funds?). upon receipt by Escrow Agent of the Authority DWW Funds, Escrow Agent shall segregate from the Authority DWW Funds the amount of $7,888,548 and establish a sub-escrow account to enable the Authority to pay for lease costs incurred by the Authority for the NECR Lease (the Lease Funds?), which amounts shall be disbursed as provided for in Section 4(a)(vi) below. The amount remaining in the Authority DWW Funds after the establishment of the NECR Lease Funds sub- escrow account shall be known as the ?Remaining Authority DWW Funds?. the Authority DWW Funds and the NECR Lease Funds may be comingled and invested as one account, provided, however, that Escrow Agent shall keep track of the Escrow Funds deposited by the Authority and by NBC and such funds shall be disbursed as provided for in Section 4 and Section 6 below. the-,Authority Phase 2 Funds, the NBC Phase 2 Funds and the NBC Additional Phase 2 Funds shall be transferred to Escrow Agent by the Authority and by NBC in the timeframe and in the manner as provided for in Section 8.3, as applicable, of the Underlying Agreement. in accordance with the provisions of the Underlying Agreement, additional amounts may be paid by NBC to Escrow Agent for Excess Costs and Allowed NEO Funding (as each term is defined in the Underlying Agreement). Such amounts, if any, shall be deposited with the NBC Phase 2 Funds and be disbursed by Escrow Agent as provided for in Section 4 below. the Parties agree that notwithstanding the funding as set forth in this Section 3, to the extent that the Authority and NEO are subject to the provisions of Section 2.4 of the Underlying Agreement, then, except for the Authority DW Funds, no 4 Con?den?al additional monies shall be deposited with Escrow Agent until such time as NBC and the Authority agree on such revised deposit amounts, if any. 4. Disbursements of Escrow Funds. Subject to the terms of this Escrow Agreement, Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, as applicable, an Authority Written Direction, a NEO Written Direction, or a Gateway Written Direction. The Escrow Funds shall be disbursed as follows: upon receipt of an Authority Written Direction, Escrow Agent shall disburse the requested amount(s) in the following order: 0) (ii) (W) (V) (vi) from the Remaining Authority DWW Funds; from the Authority Phase 1 Funds; from the NBC Phase 2 Funds; from the Authority Phase 2 Funds; from the NEO Additional Phase 2 Funds; provided, however, that if the Authority Written Direction speci?es that the payment is due under the NECR Lease, then the amount shall be disbursed from the NECR Lease Funds. upon receipt of a Gateway Written Direction, as to the payment of only Wind Down Costs as de?ned in the Underlying Agreement, Escrow Agent shall disburse the amount(s) requested in the following order: (ii) (M (V) from the Remaining Authority DWW Funds; from the Authority Phase 1 Funds; from the NBC Phase 2 Funds; - from the Authority Phase 2 Funds; from the NBC Additional Phase 2 Funds. upon receipt of a NEO Written Direction as to the payment of costs related only to the Design Agreement, as de?ned in the Underlying Agreement, Escrow Agent shall disburse the requested amount(s) in the following order: (vi) (vii) from the Remaining Authority DWW Funds; from the Authority Phase 1 Funds; from the NBC Phase 2 Funds; 1 16689672 5 Con?den?al (ix) from the Authority Phase 2 Funds; from the NBC Additional Phase 2 Funds. in the event that NEO has deposited with Escrow Agent funds for Excess Costs or Allowed NEO Funding as speci?ed in Section 31f) above, such funds shall be disbursed by Escrow Agent upon receipt of an Authority Written Direction, a NEO Written Direction, or a Gateway Written Direction, as applicable as set forth above. in the event that Escrow Agent receives from NEO a Funding Objection Notice (as de?ned and further described in Section 5.4(b) of the Underlying Agreement) in connection with any Authority Written Direction, Escrow Agent shall fund the amount(s) under dispute from the Authority Phase 1 Funds or the Authority Phase 2 Funds, as applicable. When such dispute has been resolved, NBC and the Authority shall submit to Escrow Agent a notice of such resolution signed by both the Authority and NBC, which notice shall direct Escrow Agent to rebalance the amounts held by Escrow Agent as provided for in such notice of resolution submitted by NBC and the Authority. in the event of a termination of the Underlying Agreement prior to the completion of the Work as provided for in the Underlying Agreement, the Escrow Funds shall be paid by Escrow Agent as further provided for in Section 16.2 of the Underlying Agreement. upon the completion of the Work as provided for in the Underlying Agreement, subject to Section 6 below, any Escrow Funds remaining shall be disbursed by Escrow Agent to the parties entitled thereto under Section 8.5.1 of the Underlying Agreement and this Escrow Agreement shall terminate. Prior to any disbursement of Escrow Funds pursuant to a Written Direction, Escrow Agent may, in its sole discretion, initiate a telephone callback procedure to authenticate such Written Direction and/or verify the identity of an authorized individual; and (ii) no Escrow Funds shall be disbursed by Escrow Agent if Escrow Agent has received from either an Authority Representative or a NEO Representative a written objection to such disbursement and the dispute is not resolved fully pursuant to Section 5 below. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemni?ed Parties (as de?ned below) pursuant to Section 10 and Section 11 below. 5. Suspension of Performance; Disbursement Into Court. If, at any time, there shall exist any dispute between the Authority, NEO, or the Authority Representatives or NEO Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, (ii) Escrow Agent is unable to determine, to Escrow Agent?s sole satisfaction, established in the exercise of its sole and absolute discretion, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent?s proper actions with respect to its obligations hereunder, or the Authority Representatives and NEO Representatives have not within 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 7 hereof, appointed a successor Escrow Agent to act hereunder, 6 116689672 Confidential then Escrow Agent may, in its sole and absolute discretion, take either or both of the following actions: suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); and petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys? fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to the Authority, NEO, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, speci?cally including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent. 6. Investment and Interest on Escrow Funds. Escrow Agent shall place the Authority Escrow Funds with a ?quali?ed public depository?, as such term is de?ned in Connecticut General Statutes Section 7-401 and Section 36a?330, in the manner as prescribed and permitted by Section 7?402 of the Connecticut General Statutes pertaining to the deposit of public funds, as amended from time to time. Authority Escrow Funds will be secured and/or collateralized in the manner and with any of the securities permitted for investment by Section 7-400 of the Connecticut General Statutes, as amended from time to time. Escrow Agent will be bound by Connecticut General Statutes Title 36A and shall follow Section 36a-333 of the Connecticut State Banking Law prescribing the collateralization of public funds, as both may be amended from time to time. Escrow Agent shall deposit the NEO Escrow Funds in an escrow account secured and/or collateralized within the manner prescribed and in any of the securities permitted by Connecticut General Statutes Section 7-400, as amended from time to time. The Escrow Account will be established as a Negotiable Order of Withdrawal Account. The Escrow Account, and all sub?accounts thereof, will earn an Escrow Agent- managed deposit interest rate of one per centum per annum. Interest paid on the Escrow Account shall not be derived from a formula ?indexed? to a speci?c benchmark). The interest rate is subject to adjustment over the term of this Escrow Agreement based upon prevailing market conditions (including but not limited to any US Federal Open Market Committee Federal Reserve Bank market rate changes, as the US FOMC makes changes to the federal funds rate (for example, up/down Escrow Agent may increase or decrease the interest being paid on the Escrow Account in kind (for example either up/down Any such changes shall be disclosed by Escrow Agent to the Authority and NEO in advance and discussed by and among the Parties. Interest earned will be credited to 7 116689672 Confidential the Escrow Account on a basis and will be posted to the Escrow Account on the last business day of each month. Any and all interest earned on the Escrow Funds shall be allocated by Escrow Agent to the Authority and to NBC, respectively, in accordance with and in proportion to the funding made by each of the Authority and NEO pursuant to the funding sequence set forth in Section 8.3 of the Underlying Agreement and the deposits of Escrow Funds set forth in Section 3 above. Such interest earned and proportionately allocated to each of the Authority and NBC, respectively, shall, upon and pursuant to an Authority Written Direction and a NEO Written Direction, be paid by Escrow Agent to each of the Authority and NBC upon Final Acceptance (as de?ned in the Underlying Agreement) within ten (10) business days after receipt by Escrow Agent of such written direction thereof. Any entity to receive any payment from the Escrow Funds from Escrow Agent shall provide Escrow Agent with an applicable W-9 or W-S IRS tax form and/or other required information prior to any such disbursement and Escrow Agent will ?le any required 1099 or other required forms pursuant to Federal and applicable state laws. Each such entity represents that its Taxpayer Identi?cation Number as on such Forms W-8 or W-9 and/or other required documentation is/are the correct assigned by the IRS, or any other taxing authority. A statement of citizenship will be provided if requested by Escrow Agent. 7. Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days prior written notice to the other Parties specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Authority and NEO Representatives jointly shall appoint a successor Escrow Agent hereunder prior to the effective date of such resignation. In the event the Authority and NEO Representatives shall not have delivered to Escrow Agent a written designation of the successor Escrow Agent within the aforementioned 10 day period, together with the consent of such designation by the successor escrow agent, Escrow Agent either may interplead the Escrow Funds with any court of competent jurisdiction; or (ii) appoint a successor escrow agent of its own choice. Any costs of obtaining such appointment shall be paid jointly and severally from the Authority and NEO and from the Escrow Funds. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys? fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent?s resignation, the provisions of this Escrow Agreement shall inure to its bene?t as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The Authority and NBC hereby acknowledge and agree that any corporation or association into which Escrow Agent may enter into any form of merger, acquisition, consolidation or other comparable corporate action, or any corporation or association to which all or substantially all of the escrow business of Escrow Agent may be transferred, shall be and will be Escrow Agent under this Escrow Agreement without further act. 8. Liability of Escrow Agent. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow 8 115689672 Confidential Agreement. Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent?s gross negligence or willful misconduct was the sole cause of any loss to the Authority or NEO. Escrow Agent?s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not speci?cally set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign thersame. In no event shall Escrow Agent be liable for any incidental, indirect, special, consequential or punitive damages (including, but not limited to lost pro?ts), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any Party hereto, and shall incur no liability and shall be fully indemni?ed from any liability whatsoever in acting in accordance with the opinion or instruction of such counSel. The Authority and NBC, jointly and severally, shall pay, upon demand, the reasonable fees and expenses of any such counsel. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court or regulatory requirement with respect to the Escrow Funds, without determination by Escrow Agent of such court?s or regulator?s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order or other government order or action, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court or other government authority affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the Parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modi?ed, annulled, set aside or vacated. Furthermore, notwithstanding anything to the contrary herein, if at any time in the determination of Escrow Agent, in the exercise of its sole and absolute discretion, Escrow Agent has concluded that it may be unlawful, or, with respect to U.S. sanctions laws and regulations, it may be otherwise contrary to U.S. sanctions laws or regulations or internal policies and procedures for Escrow Agent to make a payment or take any other action hereunder, then Escrow Agent shall not thereafter be obliged to make such payment or take such action and it shall not be liable to any of the Parties hereto or to any other person or entity by reason of such inability to make such payment or take such action. 9 116689672 Con?den?al 9. Indemni?cation of Escrow Agent. From and at all times after the date of this Escrow Agreement, the Authority and NBC, both for themselves and for on behalf of each and every party to the Underlying Agreement, shall, to the fullest extent permitted by law, jointly and severally, defend, indemnify and hold harmless Escrow Agent and each director, of?cer, employee, attorney, agent and af?liate of Escrow Agent (collectively, the ?Indemni?ed Parties?) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys? fees, costs and expenses) incurred by or asserted against any of the Indemni?ed Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Authority, or NEO or by any other party to the Underlying Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemni?ed Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemni?ed Party shall have the right to be indemni?ed hereunder for any liability ?nally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemni?ed Party. Each Indemni?ed Party shall, in 'its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Authority or NEO, as applicable, jointly and severally. The obligations of the Authority and NEO under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. The Parties agree that neither the payment by the Authority or NEO of any claim by Escrow Agent for indemni?cation hereunder nor the disbursement of any amounts to Escrow Agent from the Escrow Funds in respect of a claim by Escrow Agent for indemni?cation shall impair, limit, modify, or affect, the respective rights and obligations of the Authority and NEO under the Underlying Agreement. 10. Compensation to Escrow Agent. Fees and Expenses. The Authority and NBC shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys? fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like; provided, however, Escrow Agent shall not be entitled for any compensation or fees for its services hereunder. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the reimbursement obligations set forth in this Section 10 shall be payable by the Authority and NBC, jointly and severally, upon demand by Escrow Agent. The obligations of the Authority and NBC under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. 10 116689672 Confidential Disbursements from Escrow Funds to Pay Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, ?om time to time, the amount of any compensation and reimbursement of out-of?pocket expenses due and payable hereunder (including any amount to which Escrow Agent is entitled to seek indemni?cation pursuant to Section 9 hereof). Escrow Agent shall notify the Authority Representatives and NEO Representatives of any disbursement from the Escrow Funds to itself in respect of any compensation or reimbursement hereunder and shall furnish to the Authority Representatives and NBC Representatives copies of all related invoices and other statements. Security and Offset. The Authority Representatives and NBC Representatives hereby grant to Escrow Agent and the Indemni?ed Parties a security interest in and lien upon the Escrow Funds to secure all obligations owed to Escrow Agent hereunder, and Escrow Agent and the Indemni?ed Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemni?cation pursuant to Section 9 hereof) against the Escrow Funds. If for any reason the Escrow Funds available to Escrow Agent and the Indemni?ed Parties pursuant to such security interest or right of offset are insuf?cient to cover such compensation and reimbursement, the Authority and NEO shall pay such amounts to Escrow Agent and the Indemni?ed Parties upon receipt of an itemized invoice. 11. Representations and Warranties. Each of the Authority and NEO respectively, as applicable, makes the following representations and warranties to Escrow Agent: It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. (ii) This Escrow Agreement has been duly approved by all necessary action, including any necessary shareholder or membership approval, has been executed by its duly authorized of?cers, and constitutes its valid and binding agreement enforceable in accordance with its terms. The execution, delivery, and performance of this Escrow Agreement is in accordance with the Underlying Agreement and will not violate, con?ict with, or cause a default under its articles of incorporation, articles of organization, bylaws, management agreement or other organizational document, as applicable, any applicable law or regulation (including, without limitation, sanctions laws and regulations), any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including without limitation the Underlying Agreement, to which it is a party or any of its property is subject. (iv) The applicable persons designated on Schedule A hereto have been duly appointed to act as its representatives hereunder and have full power and authority to execute and deliver any Written Direction on its behalf, to amend, modify or waive any provision of this Escrow Agreement and to take any and all other actions as the Authority Representatives or NEO Representatives, as applicable, under this Escrow Agreement, all 11 116689672 Con?den?al without further consent or direction from, or notice to, it or any other party, except as set forth in this Escrow Agreement. No party other than the Parties hereto has, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No ?nancing statement under the Uniform Commercial Code is on ?le in any jurisdiction claiming a security interest in or describing (whether speci?cally or generally) the Escrow Funds or any part thereof. (vi) It is entering into this Escrow Agreement strictly for a business purpose and not for a personal, family or household purpose. (vii) All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of the Escrow Funds. 12. Identifying Information. The Authority and NEO acknowledge that a portion of the identifying information set forth on Schedule A is being requested by Escrow Agent in connection with the requirements and obligations which may arise under any and all such applicable laws, regulations and rules, including but not limited to the; USA Patriot Act, Pub.L.107-56 (the including Section 326 thereof. To help the government ?ght the funding of terrorism and money laundering activities, Federal law requires all ?nancial institutions to obtain, verify, and record information that identi?es each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. Escrow Agent may also ask to see other identifying information, including without limitation ?nancial statements, licenses, identi?cation and authorization documents from individuals claiming authority to represent the other individuals or entities or other relevant documentation. The Authority and NEO agree, from time to time, to provide Escrow Agent with such ?know-your-customer? and similar information with respect to the Authority Representatives and NEO Representatives (including those set forth in Schedule A) and other af?liates, as may be requested by Escrow Agent and acknowledge and agree that Escrow Agent may share such information with any of its af?liates and others in the course of its business including but not limited to any advisors and or consultants. Information about how Escrow Agent will handle personal data can be found in the Privacy Policy at the following link: notice. 13. Submission to Jurisdiction. Each of the Authority, NEO and Escrow Agent hereby irrevocably consents to the nonexclusive jurisdiction and venue of any state or federal court sitting in the State of Connecticut over any action or proceeding arising out of or relating to this Agreement or otherwise arising out of or relating to the transactions contemplated hereby, and each of the Authority, NEO, and Escrow Agent hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such state or federal court. Each of the Authority, NBC and Escrow Agent waives any objection to any action or proceeding in any 12 116689672 Confidential state or federal court sitting in the State of Connecticut on the basis of forum non conveniens. Each of the Authority, NEO and Escrow Agent hereby waives personal service of any process in connection with any such action or proceeding and agrees that the service thereof may be made by certi?ed or registered mail directed to them at the address set forth herein. Each of the Authority, NEO and Escrow Agent agrees that a ?nal judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Authority, NBC, and Escrow Agent further agrees that any action or proceeding brought against Escrow Agent shall be brought only in any state or federal court sitting in the State of Connecticut. Each of the Authority and NEO further agrees that, in the exercise of its discretion, Escrow Agent may serve legal process in any other manner permitted by law and may bring any action or proceeding against any other party thereto or such party?s property in the courts of any other jurisdiction. 14. Waiver of Jurv Trial EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. 15. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to any choice of law rules which would require the application of the laws of any other jurisdiction. 16. Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service to the address set forth on Schedule A hereto, or to such other address as each Party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by ?rst-class, registered or certi?ed mail, postage prepaid, addressed as set forth on Schedule A hereto, or to such other address as each Party may designate for itself by like notice. 17. Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by the Authority Representatives and NEO Representatives and Escrow Agent; provided that any change affecting Gateway shall only be effective upon Escrow Agent?s receipt of a writing signed by Gateway. No delay or omission by any Party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. 18. Severability. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement. 13 116689672 Confidential 19. Entire Agreement. This Escrow Agreement constitutes the entire agreement between the Parties relating to the holding and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of Escrow Agent with respect to the Escrow Funds. All of the terms of this Escrow Agreement, as amended ??om time to time, shall be binding upon, inure to the bene?t of and be enforceable by the respective successors and assigns of the Authority, NBC and Escrow Agent. Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any Party hereto without the prior written consent of the Parties hereto; provided, that Escrow Agent may freely assigns its rights and obligations hereunder to its af?liates. 20. Execution in Counterparts. This Escrow Agreement and any Written Direction may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. 21. Termination. Upon the ?rst to occur of the termination of the Escrow Period, the disbursement of all amounts in the Escrow Funds pursuant to Written Directions or the disbursement of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof, or the disbursement of all amounts to a successor escrow agent pursuant to Section 7 hereof, this Escrow Agreement shall terminate and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds. 22. Dealings. Escrow Agent and any stockholder, director, of?cer or employee of Escrow Agent or any of its af?liates may buy, sell, and deal in any of the securities of the Authority or NBC and become pecuniarily interested in any transaction in which the Authority or NEO may be interested, and contract and lend money to the Authority or NBC and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude Escrow Agent from acting in any other capacity for the Authority or NEO or for any other entity. 14 116689672 Confidential IN WITNESS WHEREOF, the Parties hereto have caused this Escrow Agreement to be executed under seal as of the date ?rst above written. CONNECTICUT PORT AUTHORITY By: Name: Title: NORTH EAST OFFSHORE LLC By: Name: Title: WEBSTER BANK, N.A., as ESCROW AGENT By: Name: Title: By: Name: Title: 15 11668967.}. Con?den?al 2. SCHEDULE A Escrow Agent Costs/Expenses. BE Out-of?Pocket Expenses: 33 [Transactional Costs]: 35 [Other ees/Attorney, etc.]: 55 TOTAL In the event the escrow is not funded, all expenses, including attorneys? fees, remain due and payable, and if paid, will not be refunded. The costs and expenses quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on ?nal review of documents, or when Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses. Unless otherwise indicated, the above costs and expenses relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks and internal transfers. Representatives. The following persons are hereby designated and appointed as an Authority Representative under the Escrow Agreement: Name Specimen signature Name Specimen signature Name Specimen signature The following persons are hereby designated and appointed as a NEO Representative under the Escrow Agreement: Name Specimen signature Name Specimen signature Name Specimen signature A-l Confidential The following person is hereby designated and appointed as a Gateway Representative for the purpose of a Gateway Written Direction under the Escrow Agreement: Name Specimen signature Name Specimen signature Name 3. Notice Addresses. If to the Authority atEscrow Agent at: with a copy to: Specimen signature Principal Place of Business if different ATTN: Facsimile: Telephone: E-mail: ATTN: Facsimile: Telephone: E-mail: Webster Bank, NA. ATTENTION: Facsimile: ATTENTION: Facsimile: A-2 Confidential If to Gateway at: ATTN: Facsimile: Telephone: E?mail: Confidential SCHEDULE Form of Authority Written Direction AUTHORITY WRITTEN DIRECTION [Date] Webster Bank, NA. I Attn: Re: Escrow Agreement dated 20[ by and among The Connecticut Port Authority (?Authority?), North East Offshore LLC and Webster Bank, NA. (as ?Escrow Agent?) Ladies and Gentlemen: This Authority Written Direction is provided pursuant to Section 4 of the Escrow Agreement. All capitalized terms not otherwise de?ned herein shall have the meanings set forth in the Escrow Agreement. Please disburse to the sum of as provided for in the Disbursement Request attached hereto as Exhibit A from the [specify name of funds]. The Authority hereby certi?es to Escrow Agent that this Authority Written Direction satis?es the terms and conditions of the Underlying Agreement. Very truly yours, By: By: Name: Name: Title: Title: By: BY Name: Name: Title: Title: A-4 Con?den?al Exhibit A to Schedule Disbursement Requisition A-5 Confidential SCHEDULE Form of Gateway Written Direction GATEWAY WRITTEN DIRECTION [Date] Webster Bank, NA. I I I Attn: Re: Escrow Agreement dated 20[ by and among The Connecticut Port Authority (?Authority?), North East Offshore LLC and Webster Bank, NA. (as ?Escrow Agent?) Ladies and Gentlemen: This Authority Written Direction is provided pursuant to Section 4 of the Escrow Agreement. All capitalized terms not otherwise de?ned herein shall have the meanings set forth in the Escrow Agreement. Please disburse to the sum of as provided for in the Disbursement Request attached hereto as Exhibit A. Gateway hereby certi?es that this Gateway Written Direction satis?es the provisions of Section 9.2.6 of the Underlying Agreement. Very truly yours, I I By: By: Name: Name: Title: Title: By: By Name: Name: Title: Title: Con?denual Exhibit A to Schedule Account Number: Account Number: Account Name: Account Name: Bank Name: Bank Name: Bank ABA Number: Bank ABA Number: A-7 Con?den?al SCHEDULE Form of NEO Written Direction NEO WRITTEN DIRECTION [Date] Webster Bank, NA. Attn: Re: Escrow Agreement dated 20[ by and among The Connecticut Port Authority (?Authority?), North East Offshore LLC and Webster Bank, NA. (as ?Escrow Agent?) Ladies and Gentlemen: This Authority Written Direction is provided pursuant to Section 4 of the Escrow Agreement. All capitalized terms not otherwise de?ned herein shall have the meanings set forth in the Escrow Agreement. Please disburse to the sum of as provided for in the Disbursement Request attached hereto as Exhibit A. NEO hereby certi?es that this NEO Written Direction satis?es the provisions of the Underlying Agreement. Very truly yours, By: By: Name: Name: Title: Title: BY Ey: Name: Name: Title: Title: A-8 Confidential Exhibit A to Schedule Account Number: . Account Number: Account Name: Account Name: Bank Name: Bank Name: Bank ABA Number: Bank ABA Number: A-9 Confidential HDA Schedule 1 DOLPHINS ?3 - CENTRAL NORTHWEST -. - BULKHEAD SCHEDULE 2 TO HARBOR DEVELOPMENT AGREEMENT PROJECT CONDITIONS AND MILESTONE PERFORMANCE DATES Extend for Item . . . Force Num Item Name Item Description DeadlIne Majeure? her 1 Within 30 da 5 Contract Execution and Delivery of amendment of contract for 'y Amendment State control after execution No of HDA 2 Confirmation Within 30 days of CPA good NEO confirmation of good title transfer from CT DOT to CPA after execution . No title of HDA 3 . . Abutter WIthIn 30 days Resolution of abutter parcel issues, including NECR lease. after execution Parcels No of HDA 4 . . CPA receives legislative authority and bonding commission Additional . . . . . . . . bondin action to bond $60 In addItIon to $25.5 mIllion of 2/28/2020 authoriE bonded funds already available; CPA confirms $30 million of No such $60 million has been specifically allocated to the Project. 5 4 8 - Conf'rmat'on that CWA Sect'on 408 de-a thor' at'5/15/2020 Authorizatlon complete No 6 Stormwater Permit Approval by CT DEEP of the Construction General Stormwater 6/8/2020 No PermIt Issuance 7 60% design and estimates will be delivered by by 7/29/20. 3rd Party review and reconciliation will be completed Updated Cost per this milestone. The updated cost estimate finalized as part 8/19/2020 No Estimate of this effort will be used to determine the adequacy of the bonding authority being sought by the Authority per Items 4 and 9 of this Schedule. 8 No Phase 2 Phase 2 a rovals issued CT DEEP and USACE 11/12/2020 Permits Issued pp 9 CPA confirms additional funding in hand to achieve total Funding funding requirement, consistent with outcome of Item 7 of this 12/15/20 Schedule (60% cost estimate) 10 Bids are Authority or the CMR will issue bids in November 2020 which too high? will be due no later than December 29, 2020. These bids will be No . . 12/29/20 process (Sec used to update the cost estImate and determIne the adequacy 5.2) of the Authority?s bonding authorization. 11 . Phase 2 funding due to escrow agent by both Parties (30 days Escrowmg of . . . Phase 2 mm to antICIpated NTP to Contractor); Assumes funds 1/5/21 Funding consistent with 60% Estimate completed in Item 7 of this Schedule. 116999394 SCHEDULE 2 TO HARBOR DEVELOPMENT AGREEMENT PROJECT CONDITIONS AND MILESTONE PERFORMANCE DATES Extend for . . Item Item Name Item Description Deadline orce Num Majeure? ber 12 Construction construction contract or guaranteed maximum price Contract amendment executed; expected to be contingent on receipt of 2/2/2021 No Executed by permits; CPA delivers funding for any Excess Funds to escrow CPA agent. 13 Construction CPA issues Notice to Proceed (NTP) to Contractor to commence Yes Commenceme . 2/5/2021 construction. nt 14 Phase 1 Yes A h' let'on of Phase 1 constr ct'on Substantial ?ievement Substation. omp II 12/23/2021 . actiwties. NEO may enter Site at this time. Completion 15 CPA Yes, for CPA construction CPA Failure to pay Excess Costs arising after issuance of all time to cure, permits/all Phase II share funded V0 for unexpected site varies but not for funding . . . . . . . shortfall condition discovered during construction) after cure period CPA funding obligation 16 ?On Time? Turnkey handoff date on which NEO enters Site to make use of Bonus . . . . . 8/12/2022 . faCIlity as WTG construction hub he, not for alternative use) No Delivery date 17 Regular Turnkey ha ndoff date on which BSW enters Site to make use of 8/31/2022 Delivery Date facility as WTG construction hub not for alternative use Yes 1 16999394 SCHEDULE 2.4 MINIMAL SCOPE Scope: Staging of WTGs and/or related equipment Use of Site: 0 Timing: NEO would have exclusive use ofsite to the extent such exclusive use is needed, with the exception of the CVRR pier; If exclusive use is not needed NEO will coordinate with CPA and Gateway to identify portionls) of the site that can be marketed to other customers; NEO would make a 2-year commitment to use the site for its first project construction campaign; NEO would enter into a sublease agreement with Gateway and would pay a nominal rent to be negotiated prior to that time; Rent paid by NEO would be credited against the original $22.5 million DWW Funding Commitment; Funding Commitment: NEO funding is limited to the DWW Funding Commitment (or remaining balance of 0 that funding) 0 As noted above, any rent paid by NEO will be funded out of this $22.5 million funding; 0 Remaining funding, to the extent available, would be committed to completing Phase 1 construction activities demolishing existing buildings onsite - except for northern warehouse structure, regrading of upland site, and stormwater management upgrades); No Phase 2 Project work would be required; State Pier: 0 No upgrades to the State Pier structure would be proposed; 0 However, NEO would, to the extent available and feasible, use the existing State Pier berthing area for deliveries and load-out; No NECR lands/lease required Connecticut PQFT AUTHORITY SPNL PDWS 1-16-20 Gantt Chart - Incomplete Tasks Status Date: Mon 1/13/20 lDilL Task Name Start Finish Duration Resource Names 2020 2023 2020 2021 2022 SPNL PDWS 1-16?20 1 Site Investigations 11 12 2 Permitting USAGE 27 28 29 30 USACE 1.2 Building Hazardous Material Studies and Report 1.5 Site Contaminated Soils Analysis 1.6 Geotechnical Boring; s. Tests 1.6.4 State Pier geotech and reporLs 2.1 Phase 1 Permits 2.1.2.3 Update 2.1.3 Phase 1 permits issued 2.2 Phase 2 Pennits 2.2.1 Joint Permit Application CTDEEP and 2.2.1.2 State Pier Permitting update 2.2.1.3 JPA Submittal Review (includes 2.2.1.4 JPA Public Notice Period -30 days Mon 5/6/19 Mon 5/24/15 M0 7/ 29/ 19 Tue 1/14/20 Mon 7/8/19 Tue 1/21/20 Mon 5/6/19 Mon 7/1/19 2.1.2 Construction General Storm Water Permit [1 Wed 9/ 18/ 19 Mon 1/20/20 2.1.2.4 ~60 day CTDEEP Review/Public (Mon 4/13/20 Tue 6/9/20 Mon 5/6/19 Tue 5/1/19 Tue 2/25/20 Tue 3/24/20 Tue 4/14/20 2.2.1.5 JPA Review and Evaluation -DEEP and Tue 4/14/20 Wed 2/1/23 956d Mons/11/20 225d I 5/11 Fri 1/31/20 6.5mo Moffat& Nichol A. Mon 4/6/20 3mo Moffat 81 Nichol eMo?at?cNichol Mon 5/11/20 221d Mo?at Nlcl'iol 1 5/ 11 Mon 5/11/20 4mo Fl'l 12/2/22 935:! AEOOMJZT Port 1 1!]2 Tue 6/9/20 240d . 1519 Mon 6/8/20 134d . we - Moffat Nichol -crnEEp Fri 4/10/20 3mo Moffat 81 Nichol Mon 6/8/20 Zmo CTDEEP Tue 6/9/20 1d CTDEEP Earnest! Fri 12/2/22 523:: . 12/2 Wed 35:11 CTPort Authority 11/11 11/11/20 Mon 3/23/20 4w ffat Nichol Nichol Mon 4/13/20 15d CTDEEP Mon 5/11/20 4w Wed 10/23/20 7mo - 2/1 Current Date: Fri 1/17/20 SPNL PDWS 1 -16-20 Page 1 Eonnecticu?t? AUTHORITY SPNL PDWS 1-16-20 Gantt Chart - Incomplete Tasks Status Date: Mon 1/13/20 Task Name - Start Finish Duration Resource Names 2020 1 2 2020 3 4 1 2021 2 3 4 1 2 2022 3 4 31 2.2.1.6 Reconcile Permitting Agency Comments 32 2.2.2 Deauthoritation Article 404 34 2.2.2.2 Legislative Process 35 2.2.2.3 Deauthorization Received 36 2.2.3 Phase 2 Permits Issued 38 2.2.5 Local Building Permits 39 2.2.6 Water and Sewer Interconnection Permits 2.2.7 Electrical interconnection Permits 41 2.2.8 FAA Notification Facility operations 42 3 Facility Design 43 3.1 Detail Design Original Scope items 45 3.3 Concept to 30% Design State Pier East Berth 3.4 State Pier upgrade project 60% design 47 3.5 Facility 90% design 48 3.6 IFB Drawings 49 3.7 IFC Drawings 50 4 Contracting 51 4.1 Independent Review Thu 10/29/20 Wed 11/11/20 2w AECOM Mon 5/6/19 Fri 5/ 15/ 20 2631! CT Port Authority Mon 7/15/19 Fri 4/24/20 10mo CT Port Authority Mon 4/27/20 Fri 5/15/20 15d CT Port Authority Thu 11/12/20 Thu 11/12/20 1d CT Thu 7/30/20 Wed 9/23/20 Zmo Contractor Thu 7/30/20 Wed 9/23/20 2mo Contractor Thu 7/30/20 Wed 9/23/20 Zmo Contractor Mon 7/18/22 Fri 12/2/22 5mo Operator Fri 8/2/19 Mon 1/11/21 367d Moffat Nichol Fri 8/2/19 Thu 4/15/20 180d Moffat 8c Nichol Tue 2/18/20 Mon 5/11/20 31110 Moffat 8: Nichol Tue 5/12/20 Wed 7/29/20 11w Mo?at 8: Nichol Thu 7/30/20 Wed 10/7/20 2.5mo Mof?fat 8: Nichol Thu 10/29/20 Wed 11/11/20 10d Moffat 81 Nichol Tue 12/29/20 Mon 1/11/21 10d Moffat 8: Nichol Thu 9/26/19 Thu 2/4/21 347d CT Port Authority Mon Wed 234d ?1 AECU Cl' Port Authority . 5/15 434: an - A 1 YCIDEEPJ near: f'nnfrarl'nr . Ti f'nntrari?_ I . 1/11 hol Nichol Inn 8i. Nichol TE 8: Nichol TEj-"ZaMoffht 81 Nichol i ?Mo?at I :4 1 1114 Nichol Current Date: Fri 1/17/20 SPNL PDWS 1?16-20 Page 2 SPNL PDWS 1-16-20 @rT Gantt Chart - Incomplete Tasks Status Date: Mon 1/13/20 AUTHORITY ID ti Task Name Start Finish Duration Resource Names 2020 2023 2020 2021 2022 4.1.1 Cost Estimate Reconciliation and review of Man 12/9/19 Tue 1/21/20 6w CT CT 0PMIDAS initial design. 53 4.1.2 3rd Party Review of 60% Documents Thu 7/30/20 Wed 8/12/20 10d Cl' 54 4.1.3 Reconcile estimate and 60% document Thu 8/13/20 Wed 8/19/20 5d CT review Comments - Ni/nAs 55 4.1.4 3rd Party Review of 90% documents Thu 10/8/20 Wed 10/21/20 2w CT 56 4.1.5 90% Cost Estimate Thu 10/8/20 Wed 10/21/20 10d CT DAS 57 4.1.6 Reconcile 90% Review Comments Thu 10/22/20 Wed 11/4/20 2w CT 0PM/DA5,Moffat 81 Nichol C'l' OP IDAS,Moffat 81 Nicho 58 4.2 Project Bid Package Thu 9/26/19 Wed 2/3/21 3551'] CT Port Authority I 2/3 60 4.2.2 Contractor Prequalification Process Mon 2/3/20 Fri 5/22/20 4mo CT Port Authority,CT Including RFI and Statement of Qualifications - Bid Package lort Authority,CT i 61 4.2.3 Construction Bid Package Development Mon 2/3/20 Fri 9/18/4.2.4 Assemble Final Bid Documents Thu 11/12/20 Wed 11/18/20 5d ?5 Accomcr om IDAS,Moffat a. Nichol 63 4.2.5 Construction Bid Period Thu 11/19/20 Mon 12/28/20 5w CT Cl' 64 4.2.6 Pre Bid Conference Mon 12/7/20 Mon 12/7/20 1d CT 65 4.2.7 response and Bid Addenda issue Mon 12/7/20 Fri 12/11/20 5d CT 4? 81 lchol Nichol 65 4.2.8 Bid Opening Tue 12/29/20 Tue 12/29/20 1d CT ?5 67 4.2.9 Contractor Conditional Selection and Scepe FWed 12/30/20 Tue 1/12/21 10d CT 68 4.2.10 Contract Finalization Wed 1/13/21 Tue 1/19/21 5d CT Current Date: Fri 1/17/20 Page 3 SPNL PDWS 1-16-20 Connecticut SPNL PDWS 1-16-20 @rT Gantt Chart - Incomplete Tasks Status Date: Mon 1/13/20 AUTHORITY ID Task Name Start Finish Duration Resource Names 2020 2023 2020 2021 2022 Port 59 4.2.11 Contract Approval Wed 1/20/21 Tue 2/2/21 10d Baystate Wind,CT Wind,CI' OPMIDASAIT Port Autl?oritv 70 4.2.12 Pre Start Conference Wed 2/3/21 Wed 2/3/21 1d CT TIT 71 4.3 NTP for Contractor Thu 2/4/21 Thu 2/4/21 1d CT Port Authority,CT or ?n '7 5 72 SConstruction Fri 215/21 Wed 211/23 519Water Work 2021 Tue 6/1/21 Thu 9/30/21 121ed CTDEEP 74 5.2 Dredge window 2021 Fri 10/1/21 Tue 2/1/22 123ed CTDEEP CTDEEP 75 5.3 No In Water Work 2022 Wed 6/1/22 Fri 9/30/22 88d CTDEEP 75 5.4 Dredge Window 2022 Sat 10/1/22 Wed 2/1/23 89d CTDEEP 77 5.5 Mobilization Fri 2/5/21 Thu 2/18/21 10d Contractor un 78 5.6 Long Lead Item Procurement Fri 2/5/21 Thu 5/13/21 14w Contractor 4 rant e?nr 79 5.7 Upland and NE Bulkhead - Phase 1 Fri 2/19/21 Thu 12/23/21 220:! 2119 . . 12/23 80 5.7.1 HE bulkhead demolition reconstruction Fri 2/19/21 Thu 12/73/21 220:! 2/19 I i 12/23 31 5.7.1.1 Demolition of Dolphins Fri 2/19/21 Thu 4/15/21 2mo Contractor 7? r. .. 82 5.7.1.2 Install NE Sheet pile bulkhead Fri 5/14/21 Thu 9/2/21 4mo Contractor ntrartnr 83 5.7.1.3 Encapsulate NE bulkhead Fri 5/28/21 Thu 8/19/21 31710 Contractor I CLEU I 84 5.7.1.4 Relieving Platform and Heavy Lift Pad Fri 9/3/21 Thu 12/23/21 4mo Contractor Contractor 85 5.7.1.5 Install marine furniture NE Bulkhead Fri 8/20/21 Thu 9/16/21 1mo Contractor 86 5.7.2 Dredge NE bulkhead and jack up pockets Fri 10/1/21 Thu 12/2/21 9w Contractor 136,000 CY ntractor 87 5.7.3 Uplands Fri 2/19/21 Thu 11/25/21 2W U19 1 I 11/25 Current Date: Fri 1/17/20 Page 4 SPNL PDWS 1?16-20 AUTHORITY SPNL PDWS 1-16-20 Gantt Chart - Incomplete Tasks Status Date: Mon 1/13/20 Task Name Start Finish Duration Resource Names 2020 1 2 2020 3 4 2021 1 tr 2 I (11.13 4 1 2 2022 100 101 102 103 104 105 5.7.3.1 Demolish buildings - 5.7.3.2 Site demolition [in ground demo) 5.7.3.3 Rough Grade site 5.7.3.4 Storm Water Collection treatment and drainage system 5.7.3.5 Utility and Security Install 5.7.3.6 Electrical distribution 8L area lights 5.7.3.7 Place 8: grade surface treatment Uplands 5.7.3.8 Shore Power 5.8 State Pier/Central Wharf - Phase 2 5.8.1 CVRR Pier 5.8.1.1 CVRR Pier Test Pits and analysis 5.8.1.2 Demo CVRR pier east corner 5.8.1.3 CVRR Pier Corner Sheeting 5.8.1.4 CVRR Sheet Pile Reinforcing Bulkhead 5.8.1.5 CVRR Soil Improvements 5.8.1.6 CVRR raise deck eievation 5.8.1.7 CVRR Utilities and Storm Water System 5.8.1.8 CVRR Place compact fill Fri 2/19/21 Fri 2/19/21 Fri 5/14/21 Fri 6/11/21 Fri 6/11/21 Fri 6/11/21 Fri 9/3/21 Fri 9/3/21 Fri 2/19/21 Fri 2/19/21 Fri 2/19/21 Fri 2/19/21 Fri 5/14/21 Fri 4/2/21 Fri 15/14/21 Fri 7/9/21 Fri 7/9/21 Fri 7/ 30/ 21 Thu 5/13/21 Thu 6/10/21 Thu 6/10/21 Thu 8/5/21 Thu 9/2/21 Thu 9/2/21 Thu 11/11/21 Thu 11/25/21 Thu 8/11/22 Thu 9/30/21 Thu 4/1/21 Thu 3/18/21 Thu 6/24/21 Thu 5/13/21 Thu 7/8/21 Thu 7/29/21 Thu 9/30/21 Thu 8/26/21 3mo 4mo 1mo Zmo 3mo Brno 2.5mo 3mo 385d 160d 30d 8w 3w 3mo 4w Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor ?Cont actor ntractoh 4 ILLUI . ntractor nl?ra?'nr I?n n? -: r'fnr Ff rannr rm- stonnactor ctor 1 .1. Tontractor Contra i LLun [laminae 9/30 :tor . 8/11 l'nl Ifrarl-nr Current Date: Fri 1/17/20 SPNL PDWS 1 -1 6-20 Page 5 Eunnectlcu?r AUTHORITY SPNL PDWS 1-16-20 Gantt Chart - Incomplete Tasks Status Date: Mon 1/13/20 Task Name Start Finish Duration Resource Names 2020 1 2 2020 3 4 1 2 2021 3 4 1 2022 2 3 4 1 106 5.8.2 Reinforcement of State Pier 2/19/21 107 5.8.2.1 Remove State Pier Deck and Piling Fri 2/19/21 108 5.8.2.2 Install State Pier Turbidity Curtain Fri 2/19/21 109 5.8.2.3 Install State pier tie back system Fri 6/11/21 110 5.3.2.4 Remove rip rap and install sheetpile Fri 8/6/21 111 5.8.2.5 Encapsulate State Pier bulkhead Fri 9/3/21 112 5.8.2.6 Install Heavy Lift Platform Fri 1/14/22 113 5.8.2.7 Install state pier util ies Fri 6/3/22 114 5.8.2.8 Place and grade surface treatment Fri 7/15/22 115 5.8.2.9 Install State Pier Marine Furniture Fri 12/24/21 116 5.5.3 Central Whad 2/19/21 117 5.3.3.1 Install Turbidity Curtain CVRR to State Fri 2/19/21 Pier 118 583.2 State Pier demo west apron Fri 2/26/21 119 5.8.3.3 Central Wharf anchor wall berm Fri 5/14/21 120 5.8.3.4 Install ingpile wall Fri 7/9/21 121 5.8.3.5 Encapsulate bulkhead Fri 10/1/21 122 5.8.3.6 Fill Central Wharf Area Fri 10/1/21 123 5.8.3.6.1 Place Stockpiled limported Fill Fri 10/1/21 124 5.83.6.2 Dredge State Pier Manuvering Fri 10/1/21 Basin Thu 8/11/22 Thu 5/ 10/ 21 Thu 2/25/21 Thu 9/2/21 Thu 1/13/22 Thu 12/23/21 Thu 6/2/22 Thu 7/14/22 Thu 3/11/22 Thu 1/20/22 Thu 3/11/22 Thu 2/25/21 Thu 52/20/21 Thu 7/3/21 Thu 9/30/21 Thu 11/11/21 Thu 3/11/22 Thu 3/17/22 Thu 11/25/21 385d 1w 3mo 23w 4mo 5mo 1.5mo 1mo 1mo 385d 5d 60d Zmo 3mo SW 225:] 6mo Zmo Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor 1/19 . ontractor . 2" ntractor Contract ntractor Df . 3/11 ?fontract Lf'nntrar Contract: ?Contractor 1 3/11 .ontrac?tar I 3/11 -actor Dl? Current Date: Fri 1/17/20 SPNL PDWS 1-16-20 Page 6 AUTHORITY SPNL PDWS 1-16-20 Gantt Chart - Incomplete Tasks Status Date: Mon 1/13/20 Task Name Start Finish Duration Resource Names 2020 2023 1 2 2020 2021 12S 5.83.6.3 Dredge East Berth Jack up pockets Fri 1/14/22 126 5.8.3.6.4 Place Dredge Material in Central Fri 10/8/21 Wharf 127 5.8.3.6.5 Install Stone Columns Fri 1/28/22 128 5.83.6.6 Complete fill of Central wharf Fri 5/20/22 129 Place and grade surface treatment Fri 7/15/22 130 5.9 Temporary of?ces Wed 9/1/21 131 5.9.1 Utility install Wed 9/1/21 132 5.9.2 Site Prep Wed 1/19/22 133 5.9.3 Office install Wed 3/16/22 134 5.10 Phase 2 Complete Fri 8/ 12/22 Thu 1/27/22 Thu 1/27/22 Thu 5/19/22 Thu 7/14/22 Thu 8/11/22 Tue 5/ 10/22 Tue 1/ 18/ 22 Tue 3/15/22 Tue 5/10/22 Fri 3/12/22 2w 4mo 4mo 5mo 2mo Zmo Contractor Contractor Operator Operator '1 - - Font}: mwm'nnh: -fn 1 "i Operate I . 511:: )perator Current Date: Fri 1/17/20 SPNL PDWS 1-16-20 Page 7 Connecticut PQFT AUTHORITY SPNL PDWS 1-16-20 Gantt Chart - Incomplete Tasks Status Date: Mon 1l13/20 Task Inactive Task Split - Inactive Milestone Milestone 9 Inactive Summary Summary l?"I ManuaITask ProjectSummary l__1 Duration-only Manual Summary Rollup Manual Summary Sta rt-onIy Finish-only External Tasks External Milestone 63' Manual Progress Deadhne Critical if? Critical Split Progress Current Date: Fri 1/17/20 SPNL PDWS 1-16-20 Page 8 HDA Schedule 4 STATE PIER COMPLEX, NEW LONDON, CT 60% Progress Cost Estimate rrc-I This cost estimate provides rehabilitation, retro?t and build-out line items required to upgrade the facility into a Wind Turbine Generation Port Main activities accounted for in estimate: - Import of blades, towers and turbines off of import vessel - Staging of turbines, blades, and tower sections - Preassembly of tower sections 0 Loadout of blades, towers and turbines onto quayside jack?up installation vessel - Loadout (install) Berth located on east face of State Pier 0 Delivery Berth located at NE Bulkhead DATE SUBMITTED 1/20/2020 Item Quantity Unit Cost Total Cost Item Subtotal 1 MOBILIZATION $3,060,446 1.1 Mobilization and Demobilization I 1 LS 3,060,446 1 $3,060,446 4 DELIVERY BERTH (Northeast Bulkhead) $17,553,356 4.1a Demolition of NE Quay 499 LF 197.77 $98,686 4.1 Demolition of timber pile supported wharf 6975 SF 26.66 $185,933 4.2 Installation of heavy lift capable steel sheet pile bulkhead - 48" Diameter Pipe Pile 1537.6 Tons 2,840.12 $4,366,975 4.3 Installation of heavy lift capable steel sheet pile bulkhead - Sheet Pile 319.6 Tons 2,840.12 $907,704 4.4 Installation of heavy lift capable steel Relieving Platform -30? Diameter Pipe Piles 2,253 TON 1,891.10 $4,260,653 4.5 Installation of heavy lift capable Mooring Files ?48" Diameter Pipe Piles 42 TON 2,280.10 $95,764 4.5a Cut Off Piles 198 EA 104.89 $20,767 4.5b FPS Pile Moment Connections 346 CY 961.54 $332,692 4.5c Install Shear Rings 196 EA 124.34 $24,371 4.5d Furnish Install Gravel fill between Walls 3,070 CY 61.48 $188,750 4.56 Grade Site 30,429 SF 0.52 $15,823 4.5f Furnish 8t Install Barrier 155 LF 118.72 $18,401 4.7 [Install Concrete Deadman 115 LF 1,046.18 $120,311 4.8 Pile Supports for Concrete Deadman 27 EA 7,474.63 $201,815 4.8b FPS Relieving Platform Slab 3,381 CY 472.74 $1,598,337 4.8: Furnish 8: Install Sleeved Tierods 27 EA 6,651.02 $179,577 4.9 Back?ll and Disposal 578 CY 10.76 $6,218 4.10 Dredge and placement of fill between piers 105,185 CY 10.53 $1,107,598 4.12 Installation of stone pad for jack?up vessel 15,300 LS 66.33 $1,014,788 4.13 Installation of energy absorbing fenders on bulkhead 11 EA 56,212.90 $618,342 4.15 Demolition of eastern mooring dolphins 4 EA 75,145.35 $300,581 4.16 Installation of concrete cap and fascia on bulkhead to EL ~2.0 MLLW 742 LF 2,395.85 $1,777,721 4.18 Installation of 200 ton mooring bollards 11 EA 11,049.87 $121,549 5 UPLANDS $22,105,501 5.1 Borrow material - onsite (site cut placed between piers) 237,019 CY 4.93 $1,167,822 5.2 Dense graded ag_gregate 103,327 CY 66.56 $6,877,342 5.3 3" Surface course office area and parking lot 175 TN 22500 $39,375 5.4 Base course - of?ce area and parking lot 230 TON in- 80.00 $18,400 5.5 GAB - of?ce area and parking lot 437 TON 80.00 $34,960 Site Demolition 5.6 Underground Utilities Demolition 8,300 LF 10.00 $83,000 5.8 Storm Drainage Demolition 4,500 SF 10.00 $45,000 5.10 Asphalt removal (incudes CVRR asphalt deck) 152,133 SF 0.25 $38,033 5.11 Curb removal 7,310 SF 5.00 $36,550 lBuilding Removal 5.12 Administration building 5,200 SF 8.00 $41,600 5.13 Warehouse 55,500 SF 8.00 $444,000 5.14 Small building 3,300 SF 8.00 $26,400 5.15 Small building 3,300 SF 8.00 $26,400 5.16 Temporary building 17,100 SF 8.00 $136,800 5.17 Retaining wall 781 SF 211.45 $165,142 5.18 Fence 5,500 LF 10.00 555,000 5.19 Raised road and bridge demolition 823 SF 180.68 $148,700 5.193 Bridge Footing Demolition 70 CY 311.01 $21,771 5.19b Debris Disposal 52,110 Ton 35.00 $1,823,850 Civil Works Installations 5.21 8" Water line installation 4,000 LF 125.00 $500,000 5.22 6" Water line installation 500 LF 80.00 $40,000 5.23 Fire Hydrant 12 EA 6,500.00 $78,000 5 .24 Rip Rap 23,100 CY 8.57 $198,013 5.25 Chain-link fence 3,075 LF 45.00 $138,375 5.26 Trench drain 1,524 LF 265.88 $405, 194 5.27 Deep sump 43 EA 12,500.00 $537,500 5.28 12" Drainage pipe 3,692 LF 31.72 $117,110 5.29 18" Drainage pipe 257 LF 43.69 $11,228 5.30 24" Drainage pipe 1,340 LF 59.85 $80,198 5.31 36" Drainage pipe 910 LF 159.20 $144,871 5.32 42" Drainage pipe 163 LF 194.43 $31,692 5.33 48" Drainage pipe 874 LF 224.44 $196,163 5.34 54" Drainage pipe 367 LF 291.43 $106,954 5.35 60" Drainage pipe 1,040 LF 324.92 $337,917 5.36 54" Outfall 1 EA 106,350.00 $106,350 5.37 60" Outfall EA 106,350.00 $319,050 5.38 Sto rmwater Treatment EA 71,254.50 $71,255 5.39 Sto rmwater Treatment HDSZ EA 71,254.50 $71,255 5.40 Sto rmwater Treatment HDSS EA 71,254.50 $71,255 5.41 Sto rmwater Treatment HDS4 EA 71,254.50 $71,255 5.42 10' 10' Diversion manhole structure EA 21,270.00 $63,810 5.43 48" Stormwater manhole EA 21,270.00 $106,350 5.44 60" Stormwater manhole EA 21,270.00 $127,620 5.45 72" Stormwater manhole EA 21,270.00 $255,240 5.46 96" Stormwater manhole EA 21,270.00 $276,510 5.46a Riprap 1,450 CY 22.76 $33,001 5.46b Guardrail 330 LF 50.00 $16,500 5.46c Roadwork 1,504 SY 125.00 $188,000 5.46d Striping 500 LF 3.00 $1,500 5.46e Mooring EA 35,000.00 $140,000 5.46f Rail spur - track removal 1,340 TF 54.00 572,360 5.46g Rail spur - turnout removal EA 45,000.00 $90,000 5.47 Geotextile silt fence 6,410 LF 1.06 56,817 5.48 Turbidity curtain 1,000 LF 26.59 $26,588 5.49 Temporary sediment trap - 22,150 CF EA 1,595.25 $7,976 5.53 Construction entrance EA 15,391.05 $30,782 5.54 W-Beam traf?c barrier 50 LF 65.00 $3,250 5.55 Signage LS 2,500.00 52,500 5.56 Earth retention structures at base of State pier Road 667 TN 80.00 553,360 Electrical 5.57 jHigh mast lighting 10 EA 175,000.00 $1,750,000 5.58 lElectricaI distribution infrastructure (Duct Banks) 3,281 LF 25.35 $33,173 5.59 Electrical Conduit 5,961 LF 10.10 $60,206 5.59a Light Pole Demolition EA 3,500.00 $7,000 5.60 Electrical equipment LS 989,180.00 $989, 180 5.61 Special Systems Security) L5 100,000 $100,000 5.62 Utility infrastructure modifications LS 250,000 $250,000 5.63 Electrical infrastructure for vessel cold ironing Flt-IFll-l LS 2,500,000 $2,500,000 Item Quantity Unit Cost Total Cost BETWEEN PIERS 6.2b Demolition of West Deck - State Pier 52,961 SF 23.73 $1,256,923 6.2c Demolition SE Corner of State Pier 530 SF 81.71 $43,308 6.3 Demolition of SE corner of CVRR Pier 1 68,347.02 $68,347 6.4 Installation of King Pile Wall - 48" Diameter Pipe Piles 1,434 Tons 2,817.68 $4,041,111 6.5 Installation of King Pile Wall - NZ-19 Sheet Piles 246 Tons 2,817.68 $594,275 6.8 Installation of Relieving Platform Pipe Piles - 30" Diameter Pipe Piles 2,238 Tons 1,977.44 $4,425,515 6.9 Installation of 72" Diameter Mooring Dolphin Piles 142 Tons 2,485.15 $352,643 6.9a Mooring Dolphin CIP Cap 45 CY 1,192.00 $53,640 6.9b Mooring Dolphin Catwalk 1 LS 8,118.00 $8,118 6.10 Install Pile supports for concrete deadman 26 EA 7,509.43 $195,245 6.11 Install concrete deadman 1,037 LF 835.46 $866,372 6.12 Install tie-rods 30 EA 6,076.40 $182,292 6.13 3 ft Thick Cast in Place concrete platform - Relieving Platform 3,533 CY 601.43 $2,124,856 6.16 Installation of concrete cap and fascia on Sheet Pile Walls 842 CY 723.46 $609,151 6.163 Test Piles 6 EA 11,309.41 $67,856 6.16d Install Berm 21,000 1.87 $39,270 5.156 Driving Equipment Standby Time 1 LS 58,160.61 $58,161 6.16f Cutoff Piles 184 EA 112.87 $20,767 6.16s FPS Pile Moment Connections 348 CY 961.59 $334,632 6.16h Install Shear Rings 180 EA 135.39 $24,371 6 . 1-6i Excavate Soil Cement for Tierods 364 6.92 52,513 6.16) Furnish Install Tie rods waler 30 EA 8,424.34 $252,730 6.16k Furnish 81 Install Tie rods with soil cement 364 9955 $36,235 6.16I [Furnish 8: Install Structural Fill behind Bulkhead 15,310 38.43 $607,594 6.16m IExcavate Remove Muck Behind Bulkhead 2,800 49.30 $138,029 6.16m Furnish Install Gravel Fill Between Walls 65 71.39 $4,640 6.16n FPS Bulkhead Encapsulation 604 5555: 2,285.99 $1,380,739 6.160 Grade Compact Site 31,800 SF 1.00 $31,673 6.17 of steel sheet pile wail within CVRR Pier - AZ 19?700 1,037 LF 835.46 $866,372 6.18 of steel sheet pile wall within CVRR Pier - AZ 36-700N 83 1,686.28 $139,961 6.21 Ilnstallation of stone columns between piers 31,552 202.51 $6,389,540 6.23 of dense grade top surface on area between piers 54,505 ?:55 66.56 $3,634,509 INSTALLATION VESSEL WORKS $2,318,540 7.1 Geogrid forjack up vessel legs 5,903 SY 15.43 91,083.29 7.1b Disposal of dredge spoils 42,510 CY 33.98 1,444,345.28 7.1: Install 4 foot thick compacted layer crushed gravel (jack up legs) 11,807 66.33 783,111.08 CONSTRUCTION COST $73,999,235 Phase 1 $41,199,079 Phase 2 $32,800,156 CONSTRUCTION INDIRECTS $18,181,726 Bonds and Insurance 1.75% $1,585,422 Contractor Supervision LS $5,496,418 Corporate and Overhead Pro?ts 15% $11,099,885 10 ESCALATION $2,304,524 Escalation to Midpoint of Construction 2.5% $2,304,524 11 so? cosrs $14,388,548 Lease of NECR Property ($525K/year with 4% escalation per year) year $525,000 $7,888,548 Construction Management $500,000 $500,000 Environmental and Permitting $500,000 $500,000 Engineering Design $3,500,000 $3,500,000 Environmental mitigation fees to permitting agencies 9853 $2,000,000 $2,000,000 12 Gateway Wind Down Costs $2,000,000 Based on GT estimate (not intended to be a firm/capped figure) $2,000,000 13 State Agency Costs $500,000 Labor costs - 0PM and DAS $500,000 14 K2 Management $300,000 Consulting services of JTC Chair $300,000 15 $11,983,525 As a function of Construction Cost (Item 8 above) 13.0% $11,983,525 16 GRAND TOTAL AMMENDED PHASE I AND WORK $123,657,558 CONCEPTUAL ORDER OF MAGNITUDE OPINION OF PROBABLE COST FOR RELOCATION OF INSTALL VESSEL BERTH TO EAST FACE OF STATE PIER rec-fie?! 8: n-Cnol Relocation of Install Vessel Berth form Southern Bulkhead to east face of State Pier No. Item Quantity Unit nit Cost Total Cost Item Subtotal Creation of Install Vessel Berth on East Face of State Pier $21,078,342 1.1 Demolition of eastern pile supported platform 20,000 SF $23.73 $474,600 1.2 Demolition of State Pier concrete deck over earth mound 40,000 SF $9 $360,000 1.3 Removal of rip rap from eastern slope of State Pier earth mound 2,889 CY $125 $361,125 1.4 Clear sheet pile setting line 550 LF 5172 $94,500 1.5 Installation of King Pile Wall 48" Diameter Pipe Piles 2,870 Tons $2,818 $8,086,730 1.6 Installation of King Pile Wall - NZ-19 Sheet Piles 490 Tons $2,818 $1,380,661 1.7 Geotechnical in ground risk due to existing and unknown obstructions 1 LS $3,000,000 $3,000,000 1.8 Driving Equipment Standby Time 1 LS $116,321 $116,321 1.9 Cutoff Files 184 EA $113 $20,767 2.0 Installation of concrete cap and fascia on Sheet Pile Walls 1,100 CY $723 $795303 2.1 Install Pile supports for concrete deadman 13 EA $7,509 $97,623 2.2 Install concrete deadman 500 LF 5835 $417,730 2.3 Install tie?rods 15 EA $6,076 $91,146 2.4 Installation of stone columns between piers 7,429 CY $203 $1,504,434 2.5 Installation of dense grade top surface on area between piers 8,889 CY $67 $591,652 2.6 Dredge of east face installation berth and placement between piers 40,000 CY $10.53 $421,200 2.7 Dredge of turning basin for east face State Pier Berthing 100,000 CY $10.53 $1,053,000 2.8 Import and placement and compaction of fill on eastern slope of State Pier earth mound 20,000 CY 539 $780,000 2.9 East face energy absorbing fender upgrade 10 ea $50,000 $500,000 3.0 East face State Pier mooring bollard upgrade 10 ea $40,000 $400,000 3.1 Installation of northern 72" Diameter Mooring Dolphin Piles 142 Tons $2,485 $352,643 3.2 Northern Mooring Dolphin CIP Cap 150 CY $900 $135,000 3.3 Demolition for northern Install Vessel mooring bollard 530 SF $82 $43,308 CONSTRUCTION COST $21,078,342 CONSTRUCTION INDIRECTS $5,163,355 Bonds and Insurance 1.75% $451,331 Contractor Supervision $1,550,272 Corporate and Overhead Profits 15.0% 53,161,751 ESCALATION $656,042 Escalation to Midpoint of Construction 2.5% $656,042 a??cosm $3,350,000 Geotechnical Investigations (change in scope new jack up seabed grid) LS $450,000 $450,000 Permitting (change in scope) LS $300,000 $300,000 Engineering Design (change in scope) LS $900,000 $900,000 Technical Resident Engineering Services LS $950,000 $950,000 Environmental Mitigation L5 5 1,000,000 $750,000 cod?ueeucv $10,936,255 Contingency 15% $3,936,255 Disposal of Dredged Material Upland L5 5 7,000,000 $7,000,000 GRAND TOTAL NEW BERTH EAST FACE OF STATE PIER $41,183,994 COMBINED COSTS: PHASE 1 AND 2 SCOPE COMBINED WITH SHIFT OF INSTALL VESSEL FROM SOUHERN BERTH TO EAST FACE OF STATE PIER PHASE I AND II AMENDED SCOPE DIRECT CONSTRUCTION COSTS $73,999,235 PHASE I AND II AMENDED SCOPE INDIRECT COSTS AND ESCALATION 520,486,250 PHASE I AND ll AMENDED SCOPE SOFT COSTS $17,188,548 PHASE I AND ll AMENDED SCOPE CONTINGENCY $11,983,525 PHASE IAND ll AMENDED SCOPE TOTAL PRELIMINARY EAST FACE STATE PIER INSTALL VESSEL BERTHING SCOPE DIRECT CONSTRUCTION COSTS $123,657,558 $21,078,342 PRELIMINARY EAST FACE STATE PIER INSTALL VESSEL BERTHING SCOPE INDIRECT COSTS AND ESCALATION. $5,819,397 PRELIMINARY EAST FACE STATE PIER INSTALL VESSEL BERTHING SCOPE SOFT COSTS $3,350,000 EDHNOI PRELIMINARY EAST FACE STATE PIER INSTALL VESSEL BERTHING SCOPE CONSTRUCTION CONTINGENCY $3,936,255 PRELIMINARY EAST FACE STATE PIER INSTALL VESSEL BERT HING SCOPE SOIL REMOVAL CONTINGENCY (T his contingency is required to meet the current projected schedule. However if the schedule is expanded to include a second dredge window this contingency can be eliminated) $7,000,000 11 PRELIMINARY EAST PIER INSTALL VESSEL BERTHING SCOPE TOTAL TOTAL OPINION OF PROBABLE COST FOR CONSTRUCTION TOTAL OPINION OF PROBABLE COST FOR CONSTRUCTION WITH SOFT COSTS AND CONTINGENCIES TOTAL OPINION OF PROBABLE COST FOR CONSTRUCTION WITH SOFT COSTS AND CONSTRUCTION CONTINGENCLES. (soil removal contingency removed) 541,183,994 121,383,224 $164,841,551 337,841,551 Adjustment to reconcile with Budget Cost de?nition in HDA BUDGETED COSTS PER HDA Assumptions and Exclusions 1 This estimate adds line items required for the berthing of the install vessel on the east face of the State Pier. it also removes items that are no longer required due to the removal of this vessel from the southern bulkhead 2 The Combined Costs total incorporates the work required for Phase 1 and 2 with the placement of the install vessel on the east berth of the State Pier The line items included in the Relocation of the Install Vessel from the Southern Bulkhead to the East Face of State Pier include a 400ft long by 80 ft wide pile supported heavy lift platform. The southern endo of this platform is located approximately 250 ft from the southern end of the State Pier. This also includes a 400 ft long by 120 ft wide 5000 heavily lift area augmented with stone columns. Base case Southern Bulkhead will be designed to handle a future dredge depth up to -25.0 MLLW. The layout of this proposed new terminal configuration is shown in the document entitled VESSEL EAST FACE LOADIGN PLAN Layout 1 This new layout leaves the northern 350 ft and the southern 250 ft (approximate) in the existing condition. These areas will receive no upgrades. The bow of the install vessel will be located with its how 75 ft from south side of State Pier. This will allow for the bow mooring bollard to be located within the existing footprint of state pier. The soft cost fees (item 4) in the CONCEPTUAL ORDER OF MAGNITUDE OPINION OF PROBABLE COST FOR RELOCATION OF INSTALL VESSEL BERTH TO EAST FACE OF STATE PIER were estimated for the purposes of this opinion of probable cost. Fee for Technical Resident Engineering Services reflects the scope of work currently under review by the 0PM and DAS. 10 It is assumed that the work described above in the section titled "will be part of an addendum to the existing JPA permit 11 Construction supervision includes costs required for contractor supervision of staff during the duration of the project construction. These are staff that will be hired specifically for this project or paid for using project funds. This includes but is not limited to site superintendents, project engineers and QC and/or safety engineers. When reviewing the above estimated costs it is important to note the following: 1 [The costs have been developed based on historical and current data using in-house sources. ($841,551) $157,000,000 A contingency amount has been included to cover undefined items, due to the level of engineering carried out at this time. The contingency is not a reflection of the accuracy of the estimates but covers items This construction cost estimate is an 'Opinion of Probable Cost' made by a consultant. In providing opinions of construction cost, it is recognized that neither the client nor the consultant has control over the Pricing is based on US dollars. Pricing assumes all resources are readily available locally. Price is based on unencumbered contractor access to the site. Price does not include any associated costs due to hazardous waste. Price does not include any associated costs due to rock dredging. Price does not include any associated costs due to pile driving/drilling into rock. Price does not include any costs for post construction site remediation or reconstruction Costs for owner's project management or overhead expenses are not included. HDA Schedule 5 Exhibit A Certain Concession Agreement Provisions In this Exhibit A to Sublease Agreement, unless the subject or context otherwise requires, capitalized temrs shall have the meanings given to them in the Sublease Agreement, or if not de?ned in the Sublease Agreement, in Part I of Annex A of the Concession Agreement. However, for the avoidance of doubt, ?Project? as used in this Exhibit A has the meaning provided in the Sublease Agreement and not in the Concession Agreement. This Exhibit A forms an integral part of the Sublease Agreement pursuant to Section 10 thereof. (This Exhibit A is also Schedule 5 to the Harbor Development Agreement and applies during the term thereof pursuant to Section 9.4.3 thereof.) Unless otherwise stated, references in this Exhibit A to sections refer to sections in the Concession Agreement. Subject to the provisions set forth in Sections 2.4, 5.2.4 and 5.2.5 of the Harbor Development Agreement, the Authority and Gateway agree upon the following terms and provisions relating to the Concession Agreement: 1. This Exhibit A to Sublease Agreement (and also Schedule 5 to the Harbor Development Agreement) forms a part of the Concession Agreement (Section 1.4). In the event of ambiguities or discrepancies among the several documents forming the Concession Agreement, the priority of the documents forming the Concession Agreement shall be ?rst this Exhibit A to Sublease Agreement, and then as provided in Section 1.5 of the Concession Agreement. 2. Once the Project work commences, for the avoidance of doubt, notwithstanding Gateway?s acceptance of the Site ?om the Authority in condition pursuant to Section 2.1.2 of the Concession Agreement, Gateway reserves any rights it may have under Sections 5.4, 5.5 and 16.2.6 of the Harbor Development Agreement in respect of Substantial Completion and Final Acceptance of the Project, including any available construction and design warranties from third parties. Subject to the preceding sentence, after the occurrence of Substantial Completion under the Harbor Development Agreement, Gateway?s suspension of operation will end as provided in Sections 5.6.1 and 9.4.1 of the Harbor Development Agreement and Gateway will resume control of and responsibility for ongoing port operations. 3. For such period of time as the Sublease Agreement is continuing and in full force and effect, the last sentence of Section 2.2.1(d) of the Concession Agreement regarding annual notice by Gateway of all Movable Property and Fixtures and Fittings acquired by Gateway is suspended insofar as it pertains to the Capital Improvements Commitment under Section 9.4.1 of the Concession Agreement. The Authority, Gateway and NBC nonetheless shall maintain in their respective records appropriate documentation of which Movable Property, Fixtures and Fittings are acquired by such Party. 4. Commencing with the Project work through the term of the Harbor Development Agreement, and thereafter for such period as the Sublease Agreement is continuing and in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway will be required to make the Variable Fee payment only under clause but not under clause of Exhibit A?l Section 2.4.2 of the Concession Agreement, and (ii) not be required to make Annual Fixed Fee payments or Minimum Annual Guarantee payments (Sections 2.4.1 and 2.4.2 of the Concession Agreement). 5. During the term of the Harbor Development Agreement and thereafter for such period of time as the Sublease Agreement is continuing and in full force and effect, the requirement for Gateway to provide a Letter of Credit to the Authority is suspended (Section 2.4.3 of the Concession Agreement). 6- As re?ected in Sublease Agreement Recital the Project is the Development? and thus in accordance with the terms of Section 2.4.4 of the Concession Agreement, upon the execution of the Harbor Development Agreement, Gateway is no longer responsible for reimbursement of costs in respect of any feasibility study concerning Wind energy uses (Section 2.4.4 of the Concession Agreement). 7. During the term of the Harbor Development Agreement, Gateway?s agreement to assume and discharge or perform when due all debts and obligations whatsoever relating to the Site, the Port Facilities and the Port Services is modi?ed, and thereafter for such period of time as the Sublease Agreement is continuing and in full force and effect, to not apply insofar as pertains to all debts and obligations whatsoever relating to the Project construction and (ii) to obligations under the Harbor Development Agreement and under the Sublease Agreement (Section 2.7 of the Concession Agreement). 8. For such period of time as the Sublease Agreement is in force and effect, and no Gateway Event of Default has occurred thereunder, Gateway?s obligation to accommodate and to use reasonable efforts to coordinate the Ferry berthing is suspended (Section 7.2.3 of the Concession Agreement). 9. While the Project is under construction, and further thereafter during Active Periods (as de?ned in the Sublease Agreement) and for such period of time as the Sublease Agreement is in full force and effect, and no Gateway Event of Default has occurred thereunder, Gateway?s obligations to operate the Port Facilities to provide Port Services (except for speci?ed services to NEO and the OEMs, as de?ned in the Sublease Agreement) and to maximize Throughput Volume are suspended (Concession Agreement Sections 2.3.1, 2.3.2, 8.1, and 8.8, and Annex Paragraph 6). 10. For such period of time as the Sublease Agreement is in an force and effect and no Gateway Event of Default has occurred thereunder, Gateway and the Authority each acknowledge, as to itself, that there are no Cranes owned or leased by Gateway or the Authority on the Site, and no Cranes will be installed by Gateway as part of the Project, and therefore Cranes are excluded ?om Gateway?s obligations (Sections 9.1, 9.2, 9.3, and 15.6.7, and Annex Paragraphs 2.1 and 2.4, and other references of the Concession Agreement). It is acknowledged that any new mobile heavy lift crane is an OEM item. 11. During the Project until Final Acceptance under the Harbor Development Agreement and for such period of time as the Sublease Agreement is in full force and effect, and no Gateway Event of Default has occurred thereunder, Gateway?s obligation to maintain the Site and the Port Exhibit A-2 Facilities in good, sanitary and safe working condition is suspended except as it relates to speci?ed services to NED and the GEMS, as de?ned in the Sublease Agreement. Furthermore, during the Project and for such period of time as the Sublease Agreement is in ?tll force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s obligations under Section 9.2 of the Concession Agreement to periodically overhaul, rehabilitate, refurnish or replace components or elements of the Site and the Port Facilities is suspended until Final Acceptance under the Harbor Development Agreement except as it relates to speci?ed services to NEO and the OEMs, as de?ned in the Sublease Agreement. 12. For such period of time as the Harbor Development Agreement is in full force and effect, Gateway?s obligation to restore and repair damaged or destroyed parts of the Site or the Port Facilities under Section 9.3 of the Concession Agreement is suspended insofar as pertains to damage or destruction caused by EPC Contractor or the Authority (Section 9.3 and Annex Paragraph 2.5 of the Concession Agreement); provided, however, that Section 9.3 of the Concession Agreement will apply to any structural damage to the State Pier that the Authority identi?es in writing (with reasonable supporting documentation) to Gateway no later than thirty (30) days after Gateway ceases pier operations as having been caused by Gateway. For such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s obligation to restore and repair damaged or destroyed parts of the Site or the Port Facilities under Section 9.3 is suspended insofar as pertains to damage or destruction caused by NBC or an OEM (Section 9.3 and Annex Paragraph 2.5 of the Concession Agreement). In other respects and at other times, Gateway shall undertake to restore damage or destruction to the extent of available insurance proceeds and as required by the Concession Agreement. 13. During the term of the Harbor Development Agreement and thereafter for such period of time as the Sublease Agreement is in full force and effect, and no Gateway Event of Default has occurred thereunder, Gateway?s Capital Improvements Commitment under Section 9.4 is thereby satis?ed by the provision of funding commitments under the Harbor Development Agreement. Nonetheless, during Idle Periods (as de?ned in the Sublease Agreement), Gateway agrees to have the requisite equipment needed to perform the Port Services. 14. It is agreed that the quarterly reports provided under Section 10.5 of the Concession Agreement shall be provided on a calendar quarter basis, as with the reports under Section 10.4 of the Concession Agreement. - 15. During the Project and thereafter for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s responsibility to provide an Annual Environmental Report is suspended (Section 10.8 of the Concession Agreement). Additionally, during the Project Gateway will not be responsible for coordinating mitigation plans and for compliance with obligations set forth as part of the permits for the Project (Exhibit Section 3.1 of the Concession Agreement). 16. Gateway?s obligations to indemnify the Authority Indemni?ed Parties under Section 12 of the Concession Agreement shall not extend to the actions or omissions of NBC or any OEM or otherwise arising out of or as a consequence of any claim or action by any Person employed by NEO or any OEM. Exhibit A-3 17. During the Project, the insurance provisions of the Harbor Development Agreement will prevail over the insurance provisions of the Concession Agreement, and Gateway?s insurance requirements are suspended but only for such period of time as the Sublease Agreement is in ?ill force and effect and no Gateway Event of Default has occurred thereunder. Without limiting the foregoing and for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s requirement to procure property insurance under the Concession Agreement is suspended. 18. Pursuant to Section 22.1 of the Concession Agreement, Gateway hereby provides notice to the Authority that the address for the copy of notices to Gateway is changed to be: Phelps Dunbar, L.L.P. 365 Canal Street, Suite 2000 New Orleans, Louisiana 70130 Attn: James A. Stuckey 19. During the Project and thereafter for such period of time as the Sublease Agreement is in full force and effect and n0 Gateway Event of Default (excluding for this paragraph a Gateway Event of Default arising solely from Sublease Agreement Section 12.4.3) has occurred thereunder, the berths at the Site will have been fundamentally altered by the Project, and Gateway is relieved of any obligation to share in dredging costs (Annex Paragraphs 2.5 and 2.6 of the Concession Agreement). 20. During the Project and thereafter for such period of time as the Sublease Agreement is in full force and effect and no Gateway Event of Default has occurred thereunder, Gateway?s responsibilities for security and utilities may be altered in coordination and agreement with the EPC Contractor under the Harbor Development Agreement (Annex Paragraphs 2.11 and 2.15 of the Concession Agreement). Exhibit SCHEDULE 6 INSURANCE REQUIREMENTS OF AUTHORITY AND AND DESIGN CONSULTANTS The Authority shall provide and maintain, or cause the EPC Contractor and the Subcontractors, where applicable, who is performing the Work with respect to or in connection with the Work with respect to the Project to provide or maintain, the types and amounts of insurance set forth in this Schedule 6 at all times during the Term. The insurance carriers providing insurance as described in this Schedule 6 shall have an AM. Best Financial Rating of or better and a financial size category of or higher with limits, or if unrated, such carriers shall be acceptable to all Parties, which acceptance shall not be unreasonably withheld. The Authority shall provide and maintain, or cause the EPC Contractor and the Subcontractors, where applicable, who is performing the Work with respect to or in connection with the Project, the following insurance: a. Workers? Compensation Insurance; Employer?s Liability Insurance. Employer?s liability Insurance with a USD 1 million limit per accident and disease. If Work is to be performed on or near navigable waters, the policy shall include the maritime coverage endorsement including coverage for the Jones Act (including all transportation, wages, maintenance and cure), the Death on the High Seas Act and other applicable maritime Laws and Codes and provide further that a claim in rem shall be treated as a claim against the employer. A maritime employers? liability and/or protection and indemnity policy may be used to satisfy applicable parts of this requirement with respect to Work performed on or near navigable waters. The Subcontractors shall provide the same coverage limits as the EPC Contractor. b. Workers? Compensation Insurance (including occupational disease) as required by the statutory benefit laws of the state or states where the Services are to be performed (or any associated Materials and Equipment created) or as required by any other state where the employee performing the Services (or creating, assembling, delivering, or otherwise working on any associated Materials and Equipment) is normally employed, or approval as a qualified self-insurer as required by applicable state laws. If Work is to be performed on or near navigable waters, the policy shall include coverage for the United States Longshoreman?s and Harbor Workers? Act, the Outer Continental Shelf Lands Act and other applicable maritime Laws and Codes. Such insurance shall include an "Alternate Employer Endorsement.? The Subcontractors shall provide the same coverage limit as the EPC Contractor. c. Commercial General Liability Insurance. Commercial liability insurance against claims for personal injury (including bodily injury and death) and property damage. Such insurance shall provide coverage for products liability/completed operations (which coverage shall remain in effect for a period of at least three years following the Term), blanket contractual, explosion, collapse and underground coverage, broad form property damage, and personal injury insurance, with a one million US Dollars ($1,000,000) minimum limit per occurrence coverage (with fifty million US Dollars ($50,000,000 in umbrella/excess coverage) for combined bodily injury and property damage. The commercial general liability insurance policy shall be endorsed to provide primary and non-contributing liability. Coverage shall include stevedore and wharfingers liability, with no marine operation related exclusions. Contractors Pollution Liability Insurance with a limit of ten million US Dollars ($10,000,000) each occurrence and in the annual aggregate. Such insurance shall cover sudden and gradual pollution losses arising from the Work performed under this Agreement and include completed operations coverage with the same limits for at least three (3) years following performance of the Services. The EPC Contractor?s policy shall include all Subcontractors as additional insureds or the EPC Contractor shall furnish to the Authority separate certificates of insurance and endorsements for each Subcontractor that will be subject to the same coverage requirements of the EPC Contractor. Automobile Liability Insurance. Automobile liability insurance against claims of personal injury (including bodily injury and death) and property damage, including automobile uninsured/underinsured motorist protection endorsements, covering all owned (if any), leased, non-owned and hired vehicles used in the performance of the Authority?s or Subcontractor?s obligations under this Contract with a one million US Dollars ($1,000,000) minimum limit per occurrence for combined bodily injury and property damage and containing appropriate no-fault insurance provisions wherever applicable. Professional Liability Insurance. To the extent each of the EPC Contractor and the Designer is required to furnish professional services as part of the Work, each of the EPC Contractor and the Designer shall procure Professional liability insurance issued by an insurance company acceptable to Owner having minimum limits of five million US Dollars ($5,000,000) for each claim and in the annual aggregate. Such insurance shall have a deductible not in excess of twenty-five thousand US Dollars ($25,000) and shall remain in full force and effect during the Term and for a period of two (2) years thereafter. Protection and Indemnity Insurance. To the extent Vessels are being operated in connection with the performance of the Work for the Project: Protection and Indemnity Insurance including contractual liability, collision liability, specialist operations, tower's liability, and pollution buy-back endorsement, wreck removal and removal of debris coverage extensions and specialist operations including, but not limited to, dredging, pile driving, cable laying, heavy lifts and installation or its equivalent with limits of at least twenty million US Dollars ($20,000,000) each occurrence. However, with regards to small value workboats and other vessels not involved in major installation activities, lesser amounts of Protection and Indemnity Insurance may be allowable, however never less than one million US Dollars ($1,000,000) each occurrence; Vessel Pollution Insurance subject to not less than the full limits and conditions available through the Water Quality Insurance Syndicate or its equivalent for OPA, CERCLA and other substances coverage; Hull and Machinery Insurance not less than the full replacement value. 3. Property Insurance. ?All Risk? Property Damage and Builder?s Risk (Course of Construction) insurance utilizing an ?All Risk? (Special Perils) coverage form, with limits equal to the completed value of the project and the existing property values as required under the Concession Agreement, shall be procured and maintained by the Authority during the performance of the Work. These policies shall be provided on a full value bases and have no coinsurance penalty provisions. Such property insurance shall be procured for the benefit of NEO and Gateway. Additional Insured. To the fullest extent permitted by law, the Authority, the EPC Contractor, and applicable Subcontractors working on behalf of the Authority shall cause the commercial general liability coverage to include NEO and Gateway as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of or Gateway's general liability insurance policies and shall apply to both ongoing and completed operations. The additional insured endorsement should be a scheduled endorsement naming North East Offshore LLC and Gateway New London LLC as additional insureds. A copy of the additional insured endorsement shall be provided to NEO and Gateway. HDA Schedule 7 APPLICATION AND CERTIFICATE FOR PAYMENT DPW Pr?j??t Number: TO: DAS Construction Services APPLICATION NO: 001 450 Columbus Blvd. 13th Floor Hartford,CT 06103 VIA CA: CMR sub - not a real company APPLICATION DATE: General Contractor (GO) I Construction Manager at Risk (CMR) purposes not real company FOR PERIOD THRU: 9/30/2018 PROJECT DESCRIPTION: O'Brien test project 2 CONTRACT START DATE: ORIGINAL BIDICONTRACT AMOUNT: $3.00 APPLICATION FOR PAYMENT The undersigned General Contractor certi?es that to the best of the Contractor's knowledge, Application is made for payment as shown below. in connection with the Contract. information and the belief the Work covered by this Application for Payment has Continuation Sheet is attached. been completed in accordance with the Contract Documents, that all amounts have been 1_ ORIGINAL CONTRACT $300 paid by the Contractor for Work for which previous Certi?cates for Paymentwere issued 2_ Net change by Change Order $1.00 and payments received from the Owner, and that current payment shown herein is now due. 3. CONTRACT SUM TO DATE $4.00 General Contractor (60) I Construction Manager at Risk (CMR): 4. TOTAL COMPLETED 8. STORED TO DATE $2.00 By: Date: 5. RETAINAGE: $0.20 6. Securities in lieu of Retainage: 7. Net Cash Retainage: $0.20 8. TOTAL EARNED LESS RETAINAGE $1.80 9. LESS PREVIOUS CERTIFICATES FOR $0.00 10. CURRENT PAYMENT DUE $1.80 11. BALANCE TO FINISH, INCLUDING $2.20 ARCHITECT I CERTIFICATE FOR PAYMENT In accordance with the Contract Documents, based on the on-site observations and the data comprising this application. the architect certi?es to the Owner that to the best of the Architect's I Engineer's knowledge, information and belief the Work has progressed as indicated, the quality of the Work is in accordance with the contract Documents. and the contractor is entitled to payment of the AMOUNT CERTIFIED. AMOUNT CERTIFIED 5 Total changes previously . certi?ed by Owner (Attach explanation if amount certified differs from the amount applied for. Initial all ?gures on this Total approved this month $0.00 5000 Application and on the Continuation Sheet that are changed to conform to the amount certified.) Architect] EngineerBy: Date: - CA: By: Date: DPW PROJECT MANAGER: By; Date: This certi?cate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of Owner or Contractor under this Contract. 1 Of2 . Printed on 11121/20?19 4:39:00 PM APPLICATION AND CERTIFICATE FOR PAYMENT DPW ?We? Number: CONTINUATION SHEET APPLICATION AND CERTIFICATE FOR PAYMENT APPLICATION NO: 001 Containing Contractor's signed Certi?cate. is attached APPLICATION DATE: In tabulations below, amounts are stated to the nearest dollar. PERIOD TO: 9/30/2018 Use column on Contracts where variable retainage on items may apply. 001 TotalConstruction $1.00 $0.00 $1.00 $0.00 0 $1.00 100.00% 3000 - $0.10 002 Total Construction 2 $2.00 $0.00 $1.00 $0.00 $1.00 50.00% $1.00 $0.10 003 this item $1.00 $0.00 $0.00 $0.00 $0.00 0.00% $1.00 $0.00 Total $4.00 $0.00 $2.00 $0.00 $2.00 50.00% $2.00 $0.20 2 at 2 Printed on 1112112019 4:39:00 PM SCHEDULE 8 CONTRACTING REQUIREMENTS Connecticut Port Authority Procurement and Contracting Requirements Section 1.1 Non-Discrimination. Gateway and NEO, in accordance with Applicable Law, each agree and warrant that in the performance of each of their respective duties and obligations under this Harbor Development Agreement, they will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, sexual orientation, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by Gateway or NEO, as applicable, that such disability prevents performance of their respective duties and obligations under this Harbor Development Agreement, in any manner prohibited by Applicable Law. Gateway and NEO each further agree to take affirmative action to ensure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, sexual orientation, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by Gateway or NEO, as applicable, that such disability prevents performance of their respective duties and obligations under this Harbor Development Agreement; (a) Gateway and NEO each agree, in all solicitations or advertisements for employees placed by or on behalf of Gateway or NEO, to state that it is an “affirmative actionequal opportunity employer” in accordance with regulations adopted by the Connecticut Commission on Human Rights and Opportunities (the “CHRO”); (b) Gateway and NEO each agree to provide each labor union or representative of workers with which Gateway or NEO has a collective bargaining agreement or other contract or understanding and each vendor with which Gateway or NEO has a contract or understanding, a notice to be provided by the CHRO, advising the labor union or workers’ representative of Gateway’s or NEO’s commitments under Sections 4a-60 and 4a-60a of the Connecticut General Statutes as amended from time to time (the “Connecticut General Statutes”) and to post copies of the notice in conspicuous places available to employees and applicants for employment; (c) Gateway and NEO each agree to comply with each provision of Sections 4a-60, 4a-60a, 46a-68e, and 46a-68f, inclusive, of the Connecticut General Statutes and with each regulation or relevant order issued by the CHRO pursuant to Sections 46a-56, 46a-68e, and 46a68f of the Connecticut General Statutes; and (d) Gateway and NEO each agree to provide the CHRO with such information requested by the CHRO, and to permit access to pertinent books, records and accounts concerning the employment practices and procedures of Gateway or NEO as they relate to the provisions of Sections 4a-60, 4a-60a and 46a-56 of the Connecticut General Statutes (See generally Exhibit F). (e) Gateway and NEO, where any such contract is valued at less than $50,000 for each year of the contract, or if Gateway or NEO is party to quasi-public agency project, as such term is defined in Section 4a-60g(15) of the General Statutes, shall each provide the CHRO with a written or electronic representation that complies with the nondiscrimination agreement and warranty under Section 1.1 above, provided if there is any change in such representation, Gateway and NEO shall provide the updated representation to the CHRO not later than 30 days after such change. Gateway and NEO, where any such contract is valued at $50,000 or more for any year of the contract, or if Gateway or NEO is party to a quasi-public agency project, shall each provide, as applicable, the CHRO with any one of the following: (i) documentation in the form of a company or corporate policy adopted by resolution of the board of directors, shareholder, managers, members or other governing body of Gateway or NEO, as applicable, that complies with the nondiscrimination agreement and warranty under Section 1.1 above; (ii) documentation in the form of a company or corporate policy adopted by a prior resolution of the board of directors, shareholders, managers, members or other governing body of Gateway or NEO, as applicable, if (a) the prior resolution is certified by a duly authorized corporate officer of Gateway or NEO, as applicable, to be in effect on the date the documentation is submitted, and (b) the Chairperson, Vice Chairperson or Executive Director of the Authority or CHRO or designee certifies that the prior resolution complies with the nondiscrimination agreement and warranty under Section 1.1 above; or (iii) documentation in the form of an affidavit signed under penalty of false statement by a chief executive officer, president, chairperson or other corporate officer duly authorized to adopt company or corporate policy that certifies that the company or corporate policy of Gateway or NEO, as applicable, complies with the nondiscrimination agreement and warranty under Section 1.1 above and is in effect on the date the affidavit is signed. (f) If the Harbor Development Agreement is a municipal public works contract or a quasi-public agency project, as such terms are defined in Section 4a-60g(15) of the General Statutes, Gateway and NEO each agree and warrant that they will each make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works project. Gateway and NEO shall each include the provisions of Section 1.1 in every subcontract or purchase order entered into to fulfill any obligation of a municipal public works contract or contract for a quasi-public agency project, and such provisions shall be binding on a subcontractor, vendor or manufacturer, unless exempted by regulations or orders of the CHRO. Gateway and NEO shall each take such action with respect to any such subcontract or purchase order as the CHRO may direct as a means of enforcing such provisions, including sanctions for noncompliance in accordance with Section 46a-56; provided, if Gateway or NEO becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CHRO regarding a state contract, Gateway or NEO, as applicable, may request the state of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the state and the state may so enter. Section 1.2 Set-Aside Programs. The Authority is required to comply with any applicable set-aside small contractors and minority business enterprise requirements set forth in Section 4a-60g of the Connecticut General Statutes. The Authority is required to set aside 25% of the total value of all projected annual contracts (in which the total value of the contract is greater than $10,000) or portions of such contracts to be awarded to small contractors, on the basis of competitive bidding procedures, for the construction, reconstruction or rehabilitation of public buildings, the construction and maintenance of highways and the purchase of goods and services. Of that portion to be set aside to small contractors, 25% must be reserved (6.25% of the total value of all projected annual contracts) for awards to minority business enterprises, as defined in Section 4a-60g(a)(3) of the Connecticut General Statutes, (the “Set-Aside Program”). Pursuant to this Section 1.2, Gateway and NEO shall each comply and complete the Authority’s obligations to comply with the Set-Aside Program, including as follows below. (a) Gateway and NEO shall each require that contractors or subcontractors, awarded a contract or a portion of a contract under the Set-Aside Program, set aside 25% of the total value of the Harbor Development Agreement to be awarded to small contractors, on the basis of competitive bidding procedures. Of that portion to be set aside to small contractors, 25% must be reserved (6.25% of the total value of all projected annual contracts) for awards to minority business enterprises, as defined in the Set-Aside Program. (b) Gateway and NEO shall each require that contractors or subcontractors, awarded a contract or a portion of a contract under the Set-Aside Program, perform not less than 30% of the work with the workforces of such contractors or subcontractors and shall require that not less than 50% of the work be performed by such contractors or subcontractors eligible for awards under the Set-Aside Program. A contractor awarded a contract or a portion of a contract under the Set-Aside Program shall not subcontract with any person with whom the contractor is affiliated. No person who is affiliated with another person shall be eligible for awards under the Set-Aside Program if both affiliated persons considered together would not qualify as a small contractor or a minority business enterprise. Gateway and NEO shall each require that the contractors or subcontractors awarded a contract pursuant to the Set-Aside Program submit, in writing, an explanation of any subcontract to such contract that is entered into with any person that is not eligible for the award of a contract pursuant to the Set-Aside Program, prior to the performance of any work pursuant to such subcontract. A copy of such explanation shall be provided to the Authority by each of Gateway and NEO, as applicable. (c) Gateway and/or NEO shall be in breach of this Harbor Development Agreement if Gateway or NEO, as applicable, is certified as a “small contractor” or a “minority business enterprise” under Conn. Gen. Stat. § 4a-60g and that certification lapses during the Term of this Harbor Development Agreement. (d) For quasi-public agency projects, as defined in Section 4a-60g of the Connecticut General Statutes, Gateway and NEO shall each, pursuant to Section 4a-60g(c) of the Connecticut General Statutes, on the basis of competitive bidding procedures, set aside at least 25% of the total value of the state’s financial assistance for such contract for award to subcontractors who are small contractors, and of that portion to be set aside, reserve another portion equivalent to 25% of the total value of the contract or portions thereof to be set aside for awards to subcontractors who are minority business enterprises. Section 1.3 Prevailing Wages. Gateway and NEO shall each comply with prevailing wages laws for all labor engaged in connection with the Services, pursuant to C.G.S. Sec. 31-53 and 31-53a, as applicable, for contracts for the construction, remodeling, refinishing, refurbishing, rehabilitation, alteration or repair of any public works project where the total cost of all work to be performed by all contractors and subcontractors in connection with new construction of a public works project is more than one million ($1,000,000) dollars and the remodeling, refinishing, refurbishing, rehabilitation, alteration or repair of any public works project under one hundred thousand ($100,000) dollars. If Prevailing Wage Rates are required, wages paid on an hourly basis to any person performing the work of any mechanic, laborer or worker on the work herein contracted to be done and the amount of payment or contribution paid or payable on behalf of each such person to any employee welfare fund, as defined in C.G.S. Sec. 31-53(i), shall be at a rate equal to the rate customary or prevailing for the same work in the same trade or occupation in the town in which such public works project is being constructed. Any contractor who is not obligated by agreement to make payment or contribution on behalf of such persons to any such employee welfare fund shall pay to each mechanic, laborer or worker as part of such person’s wages the amount of payment or contribution for such person’s classification on each pay day. Section 1.4 Occupational Safety and Health Act Compliance. Gateway and NEO each individually certify, pursuant to C.G.S. Sec. 31-57b, that they have not: (1) been cited for three or more willful or serious violations of any occupational safety and health act or of any standard, order or regulation promulgated pursuant to such act, during the three-year period preceding the date of this Harbor Development Agreement, provided such violations were cited in accordance with the provisions of any state occupational safety and health act or the Occupational Safety and Health Act of 1970, and not abated within the time fixed by the citation and such citation has not been set aside following appeal to the appropriate agency or court having jurisdiction; or (2) received one or more criminal convictions related to the injury or death of any employee in the three-year period preceding the date of this Harbor Development Agreement. Section 1.5 Whistleblower Protection. If any officer, employee or appointing authority of Gateway or NEO takes or threatens to take any personnel action against any of their respective employee in retaliation for such employee’s disclosure of information to the Auditors of Public Accounts or the Attorney General under the provisions of Connecticut General Statutes Section 461dd, Gateway and NEO, as applicable, shall be liable for a civil penalty of not more than five thousand dollars for each offense, up to a maximum of twenty per cent of the value of the contract. Each violation shall be a separate and distinct offense and in the case of a continuing violation each calendar day’s continuance of the violation shall be deemed to be a separate and direct offense. Gateway and NEO shall each post a notice in a conspicuous place which is readily available for viewing by employees of the provisions of Connecticut General Statutes Section 461dd relating to large state contractors. Section 1.6 Campaign Contribution And Solicitation Prohibitions. For all State of Connecticut contracts as defined in Section 9-612 of the Connecticut General Statutes having a value in a calendar year of $50,000 or more or a combination or series of such agreements or contracts having a value of $100,000 or more, the authorized signatory to this Harbor Development Agreement expressly acknowledges receipt of the State Elections Enforcement Commission’s notice, SEEC Form 10 in Exhibit A, advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice. Section 1.7 Affidavit Concerning Nondiscrimination. At the time of Gateway’s and NEO’s execution of this Harbor Development Agreement, Gateway and NEO each simultaneously, if applicable, executed a document entitled Affidavit Concerning Nondiscrimination and said document is attached hereto and made a part of this Harbor Development Agreement as Exhibit B. Section 1.8 Affidavit Concerning Consulting Fees. At the time of Gateway’s and NEO’s execution of this Harbor Development Agreement, Gateway and NEO each simultaneously, if applicable, executed a document entitled Affidavit Concerning Consulting Fees and said document is attached hereto and made a part of this Harbor Development Agreement as Exhibit C. Section 1.9 Contractor’s Certification Concerning Gifts. At the time of Gateway’s and NEO’s execution of this Harbor Development Agreement, Gateway and NEO each simultaneously, if applicable, executed a document entitled Contractor’s Certification Concerning Gifts and said document is attached hereto and made a part of this Harbor Development Agreement as Exhibit D. Section 1.10 Chairperson’s Certification Concerning Gifts. At the time of the Chairperson’s execution of this Harbor Development Agreement, the Chairperson simultaneously, if applicable, executed a document entitled Chairperson’s Certification Concerning Gifts and said document is attached hereto and made a part of this Harbor Development Agreement as Exhibit E. Section 1.11 Iran Certification Form. At the time of Gateway’s and NEO’s execution of this Harbor Development Agreement, Gateway and NEO each simultaneously, if applicable, executed a document entitled Iran Certification Form and said document is attached hereto and made a part of this Harbor Development Agreement as Exhibit G. Section 1.12 State Ethics Laws Summary. At the time of Gateway’s and NEO’s execution of this Harbor Development Agreement, Gateway and NEO each simultaneously, if applicable, executed a document entitled Affirmation of Receipt of State Ethics Laws Summary and said document is attached hereto and made a part of this Harbor Development Agreement as Exhibit H. EXHIBIT A (SEEC FORM 10 ATTACHED) SEEC FORM CONNECTICUT STATE ELECTIONS ENFORCEMENT COM MISSION Rev. It'll Page I on Form 113 Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation Limitations Acknowietfgentrenr of?eedpr q?spfamtion of Prohibitions for Incorporation in Conn-acting and Bidding Documents This notice is provided under the authority of Connecticut General Statutes as amended by FA. 113-1. and is for the purpose of informing state contractors and prospective state contractors of the Following law {italicized words are de?ned on the reverse side of this page]. CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS No state contract-or. prospective state contractor. principui ot'a state contractor or oli'rt prospective stat-e contractor. with regard to a state contract or state contractsoticr'tatirtn with or from a state agency in the executive branch or a quasi-public agency or a holder. or principal of a holder of a valid prequalification certificate, shall make a contribution to ti} an exploratory committee or candidate committee established by a candidate for nomination or election to the of?ce of?overnor. Lieutenant Governor. Attorney General. State Comptroller, Secretary of the State or State Treasurer. a political committee authorized to make contributions or expenditures to or for the benefit of such candidates. or a party committee [which includes town committees]. In addition, no holder or principal of a holder of a valid prequalitication certificate, shall make a contribution to an exploratory committee or candidate committee established by a candidate for nomination or election to the office of State senator or State representative. a political committee authorized to make contributions or expenditures to or for the bene?t of such candidates. or a party committee. On and after January 1, ZDI 1. no state contractor, prospective state contractor, principal ot'a state contractor or principal of a prospective state contractor, with regard to a state contract or state conuact solicitation with or from a state agency in the executive branch or a quasi?public agency or a holder, or principal of a holder of a valid prequalilication certiticate. shall knowingly .vrtiicil' contributions from the state contractor's or prospective state contractor's employees or ti'om a subcontractor or principals ofthe subcontractor on behalf ot'{i] an exploratory committee or candidate committee established by a candidate for nomination or election to the o?ice of Governor. Lieutenant Governor. Attorney General. State Comptroller. Secretary ofthe State or State Treasurer. {ii} a political committee authorized to make contributions or expenditures to or for the bene?t ot'such candidates. or a party committee. DUTY TO INFORM State contractors and prospective state contractors are required to their principals of the above prohibitions, as applicable, and the possible penalties and other consequences of any violation thereof. PENALTIES OR VIOLATIONS Contributions or solicitations ofcontributions made in violation of the above prohibitions may result in the following civil and criminal penalties: penalties?Up to 52.110!) or twice the amount of the prohibited contribution. whichever is greater. against a principal or a contractor. Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals ot'these prohibitions and the possible consequences ot'their violations may also be subject to civil penalties of up to or twice the amount of the prohibited contributions made by their principals. Criminal penalties?Any knowing and willful violation ofthe prohibition is a Class felony. which may subject the violator to imprisonment of not more than 3 years. or not more than in ?nes. or both. CONTRACT CONSEQUENCES In the case of a state contractor. contributions made or solicited in violation of the above prohibitions may resulting the contract being voided. In the case ot'a prospective state contractor. contributions made or solicited in violation ofthe above prohibitions shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor. unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. The State shall not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or solicited. unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. SEEC FORM ll] CDNHEETIEUT STATE ENFORCEMENT Form 1D Rev. If" Page 1 01'! DEFINITIONS ?State contractor" means a person. business entIt'y or nonpro?t organizatlon that enters into a state contract Such person. business entIt'y or nonpro?t organlzation shall be deemed to be a state contractor until December thirty-?rst of the year in which such contract termlnates. "State contractor? does not Include a municipallty or any other political subdivision ofthe state. Including any entIties or assoclations duly created by the municipality or political subdivisIon exclusively amongst themselves to fLu'ther any purpose authorized by statute or charter. or an employee in the executIve or legislative branch of state govemment or a quasi-public agency. whether in the classified or unclassIerd servIce and full or part-time. and only in such person's capacIty as a state or quasI-public agency employee. ?Prospective state contractor" means a person. business entity or nonprofit organlzation that a response to a state contract solicitation by the state. a state agency or a quasI-public agency. or a proposal In response to a request for proposals by the state. a state agency or a quasi-public agency. until the contract has been entered into. or {ii} holds a valid prequalIfIcation certIfIcate issued by the ofAdmInIstrative Services under section ?Prospective state contractor" does not Include a municipallty or any other political subdivislon ofthe state. including any entIties or assoclations duly created by the municipality or politlcal sudevIsion exclusively amongst themselves to further any purpose authoriIed by statute or charter. or an employee In the executive or legislative branch ofstate government or a quasI-public agency. whether in the classIerd or unclassIerd service and full or patt-tIme. and only In such person's capacity as a state or quasi-public agency employee. ofa state contractor or prospective state contractor? means any Individual who is a member of the board of directors of. or has an ownership Interest offIve per cent or more in. a state contractor or prospective state contractor. which is a busIness entity. except for an indIvIdual who is a member of the board ofdirectors ofa nonpro?t organieatlon, [Iii an indivldual who is employed by a state contractor or prospectlve state contractor. which is a business entIty. as presIdent. treasurer or executive vice presIdent. [Iii] an Individual who is the chief executIve of?cer ofa state contractor or prospectlve state contractor. which is not a business entity. or Ifa state contractor or prospective state contractor has no such offlcer. then the of?cer who duly possesses comparable powers and duties. [Iv] an of?cer or an employee of any state contractor or prospective state contractor who has managerial' or discretionary wall respect to state contract. [vi the spouse or a dependent child who Is eIghteen years of age or older of an Individual described in this subparagraph. or tvl} a political committee established or controlled by an indIvIdual described in this subparagraph or the business entIt'y or nonpro?t organlzation that is the state contractor or prospective state contractor. ?State contract" means an agreement or contract with the state or any state agency or any quasi-publIc agency. let through a procurement process or otherwise. having a value of ?fty thousand dollars or more. or a combInation or series of such agreements orcontracts having a value of one hundred thousand dollars or more in a calendar year. for the rendItion of servIces. [iI] the ofany goods. material. supplies. equipment or any items of any land. [Iii] the construction. alteration or repaIr ofany public buIldIng or publIc work. In?; the acquisition. sale or lease ofany land or building. [vi a lIcensing arrangement. or {vii a grant. loan or loan guarantee. "State contract" does not Include any agreement or contract with the state. any state agency or any quasi-public agency that Is exclusively federally funded. an education loan. a loan to an indIvIdual for other than commercial purposes or any agreement or contract between the state or any state agency and the L'nlted States Department of the Navy or the United States Department of Defense. ?State contract solicItation" means a request by a state agency or quasi-public agency. In whatever form issued. Including. but not limited to. an InvitatIon to bid. request for proposals. request for informatlon or request for quotes. inviting bids. quotes or other types ofsumettaIs. through a competitlve procurement process or another process authorized by law waivIng competltive procurement. ?Managerial or discretionary responsibilItIes with respect to a state contract" means having direct. extensive and substantlve responsIbIlities with respect to the negotIation ofthe state contract and not peripheral. clencal or ministerIal responsIbIlities. ?Dependent ChllElH means a child resIding in an indIvIdual?s household who may legally be claImed as a dependent on the federal Income tax ofsuch Individual. ?Sollcit?? means requesting that a contnbution be made. in any fund-raising activities for a candidate committee. exploratory committee. politlcal commIttee or party committee. Including. but not limited to. forwarding tickets to potential contributors. receivIng contributlons for to any such commIttee or bundling conU'ibutIons. serving as chairperson. u-easurer or deputy treasurer of any such committee. or ill} a politlcal committee for the sole purpose ofsoliciting or receiving contnbutions forany corrunittee. Sollcit not include: [ll maleing a contributlon that Is otherwise permitted by Chapter 155 of the Connectlcut General Statutes: {ii} informing any person of a posltion talten by a candIdate for public office or a publIc official. [Ilil notifying the person of any activities of. or contact information for. any candidate for public office: or [ivl serving as a member In any party committee or as an offlcer ofsuch committee that is not otherwise prohibited in this section. ?Subcontractor? means any person. business entity or nonpro?t organiIatIon that contracts to perform part or all of the obligations of a state contractor's state contract. Such person. business entIty or nonprofit organlzation shall be deemed to be a subcontractor until December thIrty ?rst of the year in which the subcontract termlnates. ?Subcontractor" does not include a municipality or any other polItical subdivlsion ofthe state. Including any entIties or associatlons duly created by die munipralIty or polItical sudevIsion exclusively amongst themselves to fu.11her any purpose authorieed by statute or charter. or {ii} an employee in die executive or legislative branch ofstate government or a quasi-public agency. whether in the classified or unclassifled service and full or part-time. and only In such person's capacIty as a state or quasI-public agency employee. ofa subcontractor" means [it any indIvidual who Is a member ofthe board of directors of. or has an ownership interest of ?ve per cent or more in. a subcontractor. is a business entIt'y. except for an indIvidual who is a member ofthe board ofdirectors ofa nonprofit organlzation. [Ill an Individual who is employed by a subcontractor. which is a business entity. as president. treasurer or executive vIce presIdent. an indivldual who is the chief executive offlcer ofa subcontractor. which is not a business entity. or ifa subcontractor has no such officer. then the officer who duly possesses comparable powers and duties. [iv] an officer or an employee of any subcontractor who has managerial or discretionary responsIbIlities with respect to a subcontract with a state contractor. the spouse or a dependent child who Is eighteen years of age or older ofan Individual In this subparagraph. or tvi} a politlcal corrunittee established or controlled by an Individual in thIs subparagraph or the business entity or nonprofit organization that is the subcontractor. SEEC FORM CDNNEETIEIJT STATE ENFGREEMENT RH. P??i?j of! 0F RECEIPT SIGNATURE DATE NAME OF HIGHER FimLHarm MI LulHarne Eu?'lx TITLE COMPANY NAME Additional infamatiun may be [Found on the website afthe Stale Eleminns Enibrcement Commission-1. Click an the link to ?Lobbyist-"Cuntractnr Limimtinns? EXHIBIT B AFFIDAVIT CONCERNING NONDISCRIMINATION (See form attached) (See also OPM Forms C, D, & E) (See also Exhibit F - CHRO Notification to Bidders) AFFIDAVIT CONCERNING NONDISCRIMINATION This Affidavit must be completed and properly executed under penalty of false statement by a chief executive officer, president, chairperson, member or other corporate officer duly authorized to adopt company, corporate or partnership policy of the business entity submitting a bid/proposal/statement of qualifications to the Connecticut Port Authority that certifies such business entity complies with the nondiscrimination agreement and warranties contained in Connecticut General Statutes §§ 4a-60(a)(1) and 4a-60a(a)(1), as amended, regarding nondiscrimination against persons on account of their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability, physical disability or sexual orientation. I, the undersigned, am over the age of eighteen and understand and appreciate the obligation of an oath. I am (title) of (firm name), formed and existing under the laws of an entity duly (name of state or commonwealth) (“Contractor”). I certify that I am authorized to execute and deliver this affidavit on behalf of Contractor, as follows: 1. Contractor seeks to enter into the “HARBOR DEVELOPMENT AGREEMENT” (the “Agreement”) with the Connecticut Port Authority; and 2. Contractor has in place a company or corporate policy that complies with the nondiscrimination agreements and warranties required under Connecticut General Statutes §§ 4a-60(a)(1) and 4a-60a(a)(1), as amended, and the said company or corporate policy is in effect as of the date hereof. By (Signature): Name (Print): Title: Sworn to before me this Notary Public/Commissioner of the Superior Court day of 20 Commission Expiration Date Sections 4a-60(a)(1) and 4a-60a(a)(1) of the Connecticut General Statutes follow. Sec. 4a-60. (Formerly Sec. 4-114a). Nondiscrimination and affirmative action provisions in contracts of the state and political subdivisions other than municipalities. Every contract to which the state or any political subdivision of the state other than a municipality is a party shall contain the following provisions: The Contractor agrees and warrants that in the performance of the contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the state of Connecticut; and the Contractor further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor that such disability prevents performance of the work involved; Sec. 4a-60a. Contracts of the state and political subdivisions, other than municipalities, to contain provisions re nondiscrimination on the basis of sexual orientation. Every contract to which the state or any political subdivision of the state other than a municipality is a party shall contain the following provisions: The Contractor agrees and warrants that in the performance of the contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or of the state of Connecticut, and that employees are treated when employed without regard to their sexual orientation; EXHIBIT AFFIDAVIT CONCERNING CONSULTING FEES (See form attached) (See also 0PM Ethics Form 5) AFFIDAVIT CONCERNING CONSULTING FEES Pursuant to Section 4a-81 of the Connecticut General Statutes, this Affidavit must be completed and properly executed under penalty of false statement by a chief official of the successful bidder/proposer/statement of qualifications submitter for an Agreement (the “Contractor”). Such chief official of the Contractor must be the person who is properly authorized to execute the Agreement on behalf of the Contractor. This Affidavit must be properly executed at the same time that the Contractor executes the Agreement. If the Contractor fails to execute this Affidavit, the Contractor shall be disqualified for the Agreement. I, the undersigned, am over the age of eighteen and understand and appreciate the obligation of an oath. I am ____________________________________________________________________________________________ (title) of ________________________________________________________________________________ (firm name), formed and existing under the laws of ______________________________ an entity duly (name of state or commonwealth) (“Contractor”). I certify that I am authorized to execute and deliver this affidavit on behalf of Contractor, as follows: Contractor seeks to enter into the HARBOR DEVELOPMENT AGREEMENT (the “Agreement”) with the Connecticut Port Authority (“CPA”); Except as disclosed in Table 1 below and except for a consulting agreement that is with a contractor who is registered under the provisions of Chapter 10 of the Connecticut General Statutes1 as of the date this Affidavit is submitted, Contractor has not entered into any consulting agreement2 in connection with the Agreement whereby any duties of the contractor pursuant to said consulting agreement2 require that contractor pursue communications concerning business of CPA, whether or not direct contact with CPA, a CPA official, a CPA employee, a state agency, a state or public official, or a state employee was expected or made; Contractor shall amend this Affidavit whenever Contractor enters into any new consulting agreement2 during the term of the Agreement; and The statements set forth herein are true, to the best of my knowledge and belief, subject to the penalties of false statement. 1 Pursuant to Section 1-94 of Chapter 10 the Connecticut General Statutes, a lobbyist as defined in the Chapter is required to register with the Office of State Ethics. 2 Pursuant to Section 41-81 of the Connecticut General Statutes, for the purposes of this Affidavit, “consulting agreement” means “any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the state, (B) contacting, whether in writing or orally, any executive, judicial, or administrative office of the state, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction, requests for information, or (C) any other similar activity related to such contract. Consulting agreement does not include any agreements entered into with a consultant who is registered under the provisions of chapter 10 as of the date such affidavit is submitted in accordance with the provisions of this section.” 1 of 2 Affidavit Concerning Consulting Fees (Form of) Agreement – Exhibit D TABLE 1: Disclosure of Consulting Agreements (If Contractor has not entered into any consulting agreements2 in connection with the Agreement, Contractor should enter “None” in the space provided for the “Name of Contractor.”) Name of Contractor: Name of Contractor’s Firm: Description of the Basic Terms of the Consulting Agreement: Brief Description of the Services Provided: Yes Is the Contractor a Former State Employee or Public Official? No If the answer to the question above concerning whether or not the Contractor is a former state employee or public official is “Yes,” the following information must be provided. Name of Former Agency: Date Employment Terminated: By (Signature): ________________________________________________ Name (Print): Title: Sworn to before me this ____________________ day of ________________________ 20 Notary Public/Commissioner of the Superior Court Commission Expiration Date 2 of 2 Affidavit Concerning Consulting Fees EXHIBIT D CONTRACTOR’S CERTIFICATION CONCERNING GIFTS (See form attached) (See also OPM Ethics Form 1) CONTRACTOR’S CERTIFICATION CONCERNING GIFTS Service Agreement (This CERTIFICATION is to be signed by an authorized officer of the Contractor or the Contractor’s managing general partner.) Section 4-252 of the Connecticut General Statutes requires that a Contractor (i.e., the successful bidder/proposer/statement of qualifications submitter for an Agreement) complete and properly execute this Certification Concerning Gifts at the same time that the Contractor executes the Agreement. If the Contractor fails to make the required certifications, the Contractor shall be disqualified for the Agreement. I,_________________, a duly authorized officer and/or representative of _____________________(firm name) (the “Contractor”), being duly sworn, hereby depose and say that: 1. I am over eighteen (18) years of age and believe in the obligations of an oath; and 2. The Contractor has entered into the “HARBOR DEVELOPMENT AGREEMENT” (the “Agreement”) to the Connecticut Port Authority (“CPA”), and has been selected by CPA as the successful bidder/proposer/SOQ submitter for the Agreement and is prepared to enter into the Agreement with CPA; and 3. No gifts were made between [INSERT DATE OF RFP/PROPOSAL] and the date of execution of the Agreement, by (a) The Contractor, (b) Any principals and key personnel of the Contractor who participated substantially in preparing the Contractor’s bid/proposal/statement of qualifications for or the negotiation of the Agreement, or (c) Any agent of the Contractor or principals and key personnel who participated substantially in preparing the Contractor’s bid/proposal/statement of qualifications for or the negotiation of the Agreement to (1) Any public official or employee of CPA who participated substantially in the preparation of the bid/proposal/qualifications solicitation for or the negotiation or award of the Agreement (such CPA employees are listed in Table 2 below), or (2) Any public official or state employee of any state agency who has supervisory or appointing authority over CPA (such public officials and state employees are listed in Table 3 below); and 4. No such principals and key personnel of the Contractor or agent of the Contractor or principals and key personnel knows of any action by Contractor to circumvent the prohibition on gifts by providing for any other principals and key personnel, official, employee or agent of the Contractor to provide a gift to any such public official or state employee; and 5. The Contractor made the bid/proposal/statement of qualifications for the Agreement without fraud or collusion with any person; The information set forth herein is true, to the best of my knowledge and belief, subject to the penalties of false statement. TABLE 2: CPA Substantial Participants in the Preparation of the Request for Bids for the Agreement David Kooris, Chairperson Joseph Salvatore, Project Manager TABLE 3: Public Officials and State Employees of State Agencies Who Have Supervisory or Appointing Authority over CPA Governor Edward M. Lamont, Jr. Senator Martin Looney, President Pro Tempore of the Senate Representative Joe Aresimowicz, Speaker of the House of Representatives Representative Themis Klarides, Minority Leader of the House of Representatives Senator Bob Duff, Majority Leader of the Senate Senator Len Fasano, Minority Leader of the Senate Signature: _______________________________ Name (type/print): _______________________________ Title: _______________________________ State Of: _______________________________ County Of: _______________________________ ______________________________________________________, being fully sworn, deposes and says that he/she is the ________________________________________________________________________________________ (Title) of __________________________________________________________________________________ (Firm Name), the Contractor herein, that he/she has read the foregoing statement concerning gifts, and, under the penalty of perjury, certifies that each and every part of said statement is true to his/her best knowledge and belief. Sworn to before me this ___________________ day of _________________________ 20____ Notary Public/Commissioner of the Superior Court Commission Expiration Date For the purposes of this Certification Concerning Gifts, the following terms are defined as follows: “Gift” means anything of value, which is directly and personally received, unless consideration of equal or greater value is given in return. “Gift” shall not include: A political contribution otherwise reported as required by law or a donation or payment as described in subdivision (9) or (10) of subSection (b) of Section 9-601a of the Connecticut General Statutes; Services provided by persons volunteering their time, if provided to aid or promote the success or defeat of any political party, any candidate or candidates for public office or the position of convention delegate or town committee member or any referendum question; A commercially reasonable loan made on terms not more favorable than loans made in the ordinary course of business; A gift received from (A) an individual's spouse, fiance or fiancee, (B) the parent, brother or sister of such spouse or such individual, or (C) the child of such individual or the spouse of such child; Goods or services (A) which are provided to a state agency or quasi-public agency (i) for use on state or quasi-public agency property, or (ii) that support an event , and (B) which facilitate state or quasi-public agency action or functions. As used in this Affidavit Concerning Gifts, “state property” means (i) property owned by the state or a quasi-public agency, or (ii) property leased to a state agency or quasi-public agency; A certificate, plaque or other ceremonial award costing less than one hundred dollars; A rebate, discount or promotional item available to the general public; Printed or recorded informational material germane to state action or functions; Food or beverage or both, costing less than fifty dollars in the aggregate per recipient in a calendar year, and consumed on an occasion or occasions at which the person paying, directly or indirectly, for the food or beverage, or his representative, is in attendance; Food or beverage or both, costing less than fifty dollars per person and consumed at a publicly noticed legislative reception to which all members of the General Assembly are invited and which is hosted not more than once in any calendar year by a lobbyist or business organization. For the purposes of such limit, (A) a reception hosted by a lobbyist who is an individual shall be deemed to have also been hosted by the business organization which he owns or is employed by, and (B) a reception hosted by a business organization shall be deemed to have also been hosted by all owners and employees of the business organization who are lobbyists. In making the calculation for the purposes of such fifty-dollar limit, the donor shall divide the amount spent on food and beverage by the number of persons whom the donor reasonably expects to attend the reception; Food or beverage or both, costing less than fifty dollars per person and consumed at a publicly noticed reception to which all members of the General Assembly from a region of the state are invited and which is hosted not more than once in any calendar year by a lobbyist or business organization. For the purposes of such limit, (A) a reception hosted by a lobbyist who is an individual shall be deemed to have also been hosted by the business organization which he owns or is employed by, and (B) a reception hosted by a business organization shall be deemed to have also been hosted by all owners and employees of the business organization who are lobbyists. In making the calculation for the purposes of such fifty-dollar limit, the donor shall divide the amount spent on food and beverage by the number of persons whom the donor reasonably expects to attend the reception. As used in this subdivision, “region of the state” means the established geographic service area of the organization hosting the reception; Gifts costing less than one hundred dollars in the aggregate or food or beverage provided at a hospitality suite at a meeting or conference of an interstate legislative association, by a person who is not a registrant or is not doing business with the state of Connecticut; Admission to a charitable or civic event, including food and beverage provided at such event, but excluding lodging or travel expenses, at which a public official or state employee participates in his official capacity, provided such admission is provided by the primary sponsoring entity; Anything of value provided by an employer of (A) a public official, (B) a state employee, or (C) a spouse of a public official or state employee, to such official, employee or spouse, provided such benefits are customarily and ordinarily provided to others in similar circumstances; or Anything having a value of not more than ten dollars, provided the aggregate value of all things provided by a donor to a recipient under this subdivision in any calendar year shall not exceed fifty dollars. Training that is provided by a vendor for a product purchased by a state or quasi-public agency which is offered to all customers of such vendor; or Travel expenses, lodging, food, beverage and other benefits customarily provided by a prospective employer, when provided to a student at a public institution of higher education whose employment is derived from such student’s status as a student at such institution, in connection with bona fide employment discussions. “Participated substantially” means participation that is direct, extensive and substantive, and not peripheral, clerical or ministerial. “Principals and key personnel” means officers, directors, shareholders, members, partners and managerial employees. EXHIBIT E CHAIRPERSON’S CERTIFICATION CONCERNING GIFTS (See form attached) (See also OPM Ethics Form 3) CHAIRPERSON’S CERTIFICATION CONCERNING GIFTS This form must be completed and properly executed under penalty of false statement by a chief executive officer, president, chairperson, member or other corporate officer duly authorized to adopt company, corporate or partnership policy of the business entity submitting a bid/proposal/statement of qualifications to the Connecticut Port Authority. HARBOR DEVELOPMENT AGREEMENT Awarded To [_________________________________] (This CERTIFICATION is to be signed by the CHAIRPERSON of CPA at the time the Harbor Development Agreement is executed by him) By submission of this Certification, the Executive Director of the Connecticut Port Authority (“CPA”) hereby certifies that the selection of the most qualified or highest ranked person, firm or corporation for the “Harbor Development Agreement” was not the result of collusion, the giving of a gift or the promise of a gift, compensation, fraud or inappropriate influence from any person. Signature:____________________________________ Name: David Kooris Title: Chairperson State Of: Connecticut County Of: Hartford David Kooris, being fully sworn, deposes and says that he is the Chairperson of the Connecticut Port Authority, that he has read the forgoing statement concerning collusion, the giving of gifts or the promise of gifts, compensation, fraud or inappropriate influence and, under the penalty of perjury, certifies that each and every part of said statement is true. Sworn to before me this _______________________ day of ____________________________ 20_____ Notary Public/Commissioner of the Superior Court ____________________________________ EXHIBIT CHRO NOTIFICATION TO BIDDERS (See CHRO Form attached) COMMISSION ON HUMAN RIGHTS AND OPPORTUNITIES CONTRACT COMPLIANCE REGULATIONS NOTIFICATION TO BIDDERS {Revised {19 The contract to be awarded is subject to contract compliance requirements mandated by Sections ?ler-60 and 4a- 60a of the Connecticut General Statutes; and; when the awarding agency is the State, Sections 46a-71(d) and Lida-Slim) of the Connecticut General Statutes. There are Contract ompliancc Regulations codi?ed at Section 46a-58j-2l through 43 of the Regulations of Connecticut State Agencies, which establish a procedure for awarding all contracts covered by Sections Lia-tit} and 4?a-Tltd) of the Connecticut General Statutes. According to Section 463-68j-30(9) of the Contract Compliance Regulations, every agency awarding a contract subject to the contract compliance requirements has an obligation to ?aggressively solicit the participation of legitimate minority business enterprises as bidders. contractors, subcontractors and suppliers of materials." ?Minority business enterprise" is de?ned in Section 4a-60 of the Connecticut General Statutes as a business wherein ?fty?one percent or more of the capital stock, or assets belong to a person or persons: Who are active in daily affairs of the enterprise; who have the power to direct the management and policies of the enterprise; and who are members of a minority. as such term is de?ned in subsection of Section 32-9n." ?Minority" groups are de?ned in Section 32-9n of the Connecticut General Statutes as Black Americans . . . Hispanic Americans . . . persons who have origins in the Iberian Peninsula . . . {4)Women . . . (5) Asian Paci?c Americans and Paci?c Islanders; (ti) American Indians . . An individual with a disability is also a minority business enterprise as provided by Section 4a?60g of the Connecticut General Statutes. The above de?nitions apply to the contract compliance requirements by virtue of Section 46a-68j-21U of the Contract Compliance Regulations. The awarding agency will consider the following factors when reviewing the bidder?s qualifications under the contract compliance requirements: the bidder?s success in implementing an af?nnativc action plan: the bidders success in developing an apprenticeship program complying with Sections 46a?68?l to 4621-68-1? of the Administrative Regulations of Connecticut State Agencies, inclusive; the bidder?s promise to develop and implement a success?rl af?rmative action plan; the bidder?s submission of employment statistics contained in the ?Employment Information Form". indicating that the composition of its workforce is at or near parity when compared to the racial and sexual composition of the workforce in the relevant labor market area; and the bidder?s promise to set aside a portion of the contract for legitimate minority business enterprises. Section 46a-?Sj-30( I OH If.) of the Contract Compliance Regulations. AND OTHER The following BIDDER CONTRACT COMPLIANCE MONITORING REPORT must be completed in full, signed, and submitted with the bid for this contract. The contract awarding agency and the Commission on Human Rights and Opportunities will use the infomtation contained thereon to determine the bidders compliance to Sections ?ta?60 and 4a-60a CONN. GEN. and Sections 4ba-68j-23 of the Regulations of Connecticut State Agencies regarding equal employment opportunity, and the bidder?s UUgood faith efforts to include minority business enterprises as subcontractors and suppliers for the work of the contract. 1} Definition of Small Contractor Section 4a-6Ug CONN. GEN. de?nes a small contractor as a company that has been doing business under the same management and control and has maintained its principal place of business in Connecticut for a one year period immediately prior to its application for certi?cation under this section, had gross revenues not exceeding ten million dollars in the most recently completed fiscal year, and at least ?fty-one percent of the ownership of which is held by a person or persons who are active in the daily affairs of the company, and have the power to direct the management and policies of the company, except that a nonprofit corporation shall be construed to be a small contractor if such nonprofit corporation meets the requirements of subparagraphs (A) and (B) of subdivision 4a-60g CONN. GEN. 2) Description of Job Categories (as used in Part IV Bidder Employment Information} (Page 2} MANAGEMENT: Managers plan, organize. direct, and control the major functions of an organization through subordinates who are at the managerial or supervisory level. They make policy decisions and set objectives for the company or departments. They are not usually directly involved in production or providing services. Examples include top executives, public relations managers, managers of operations specialties (such as ?nancial, human resources, or purchasing managers], and construction and engineering managers. BUSINESS AND FINANCIAL OPERATIONS: These occupations include managers and professionals who work with the ?nancial aspects of the business. These occupations include accountants and auditors, purchasing agents, management labor relations specialists, and budget, credit, and ?nancial MARKETING AND SALES: Occupations related to the act or process of buying and selling products andr?or services such as sales engineer, retail sales workers and sales representatives including wholesale. LEGAL OCCUPATIONS: ln?Ilouae Counsel who is charged with providing legal advice and services in regards to legal issues that may arise during the course of standard business practices. This category also includes assistive legal occupations such as paralegals, legal assistants. SPECIALISTS: Professionals responsible for the computer operations within a company are grouped in this category. Examples of? job titles in this category include computer programmers. software engineers, database administrators, computer scientists, systems and computer support specialists ARCHITECTURE AND ENGINEERING: Occupations related to architecture, surveying, engineering, and drafting are included in this category. Some titles in this category include electrical and electronic engineers, surveyors, architects, drafters, mechanical engineers, materials engineers, mapping technicians, and civil engineers. OFFICE AND ADMINISTRATIVE SUPPORT: All clerical-type work is included in this category. These jobs involve the preparing, transcribing, and preserving of written communications and records: collecting accounts: gathering and distributing information; operating office machines and electronic data processing equipment; and distributing mail. Job titles listed in this category include telephone operators, bill and account collectors, customer service representatives, dispatchers. secretaries and administratiVe assistants, computer operators and clerks [such as payroll, shipping, stock, mail and file). BUILDING AND GROUNDS CLEANING AND MAINTENANCE: This category includes occupations involving landscaping, housekeeping, and janitorial services. Job titles found in this category include supervisors of landscaping or housekeeping, janitors. maids, grounds maintenance workers, and pest control workers. AND EXTRACTION: This category includes construction trades and related occupations. Job titles found in this category include boilcrmakers, masons (all types), carpenters, construction laborers, electricians, plumbers [and related trades]. reefers, sheet metal workers, elevator installers, hazardous materials removal workers, paperhangers, and painters. Paving. surfacing, and tamping equipment operators; drywall and ceiling tile installers; and carpet, floor and tile installers and ?nishers are also included in this category. First line supervisors, foreman, and helpers in these trades are also grouped in this category" INSTALLATION, MAINTENANCE AND REPAIR: Occupations involving the installation, maintenance, and repair of equipment are included in this group. Examples of job titles found here are heating, ac, and refrigeration mechanics and installers; telecommunication line installers and repairers; heavy vehicle and mobile equipment service technicians and mechanics: small engine mechanics; security and ?re alarm systems installers; electric-"electronic repair, industrial, utility and transportation equipment; millwrights; and manufactured building and mobile home installers. First line supervisors, and helpers for these jobs are also included in the category. MATERIAL MOVING WORKERS: The job titles included in this group are Crane and tower operators; dredge, excavating, and lading machine operators; hoist and winch operators; industrial truck and tractor operators; cleaners of vehicles and equipment; laborers and freight, stock, and material movers, hand; machine feeders and o?bearcrs; packers and packagers, hand; pumping station operators; refuse and recyclable material collectors; and miscellaneous material moving workers. PRODUCTION WORKERS: The job titles included in this category are chemical production machine setters. operators and tenders; crushing-grinding workers; cutting workers; inspectors, testers setters, samplers, weighers,? precious stone-"metal workers; painting workers; cementing-"gluing machine operators and tenders: etchers-"engravers; moldet?s, shapers and casters except for metal and plastic: and production workers. 3) De?nition of Racial and Ethnic Terms (as used in art IV Bidder Employment Information) (Page 3) White (not of Hispanic Origin} All persons having origins in any of the original peoples of Europe, North Africa, or the Middle East. Black(not of Hispanic Origin)- All persons having origins in any of the Black racial groups of Africa. Ilispanie- All persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race. Asian or Paci?c Islander- All persons having origins in any of the original peoples of the Far East. Southeast Asia, the Indian subcontinent, or the Paci?c Islands. This area includes China, India, Japan, Korea, the Philippine Islands, and Samoa. American Indian or Alaskan Native- All persons having origins in any ofthe original peoples ot?North America, and who maintain cultural identi?cation through tribal af?liation or community recognition. BIDDER CON TRACT COMPLIANCE MONITORING REPORT PART I - Bidder Information (.?ompany Name treet Address City State (Thiel? Executive Bidder Federal Employer Identi?cation Number Or Social Security Number \{Iajor Business Activity [bri i'leseriplioi Bidder Identi?cation (response optional-?definitions on page I) -Biddcr IS a small contractor. Yes 310 -Eidder is a minority business enterprise Yes {Ifyesr check ownership category) No Black Hispanic Asian American A merican IndianrAlaskan Native Iberian Peninsula Individnal{s} with a Physical Disability Female Bidder Parent Company {If any) - Bidder is certi?ed as above by State ofCT Yes_ No_ Other Locations in Ct. (If any) PART II - Bidder Nondiscrimination Policies and Procedures Does your company have a written Affirmative Actionthqual Employment Opportunity statement posted on company bulletin boardsyour company contracts and purchase orders contain non-discrimination statements as required by Sections 4av60 4a~60a Conn. Gen Stat? Yes No 2. Does your company have the state-mandated sexual harassment prevention in the workplace policy posted on company bulletin boards? Yes No 8. Do you. upon request, provide reasonable accommodation to employees, or applicants l?or employment, who have physical or mental disability? Yes_ No_ 3. Do you notify all recruitment sources in writing of your company?s Af?rmative Action-?Equal Employment Opportunity employment policy? Yesi Noi 9. Does your company have a mandatory retirement age for all employees? Yes No 4. Do your company advertisements contain a written statement that you are an Af?rmative Action-"Equal Opportunity Employer? Yes No It]. your company has 5? or more employees, have you provided at least two hours of sexual harassment training to all of your supervisors? Yes No NA 5. Do you notify the (It. Slate Employment Service ol?all employment openings with your company? Yes_ No_ l. IIyour company has apprenticeship programs, do they meet the A l?lirmalive Action-"Equal Employment Opportunity requirements of the apprenticeship standards of the Ct. Dept of Labor? Yes_ No_ 6. Does your company have a collective bargaining agreement with workers? Yes No 6a If yes, do the collective bargaining agreements contain non?discrini ination clauses covering all workers? Yes_ No_ 6b. Have you noti lied each union in writing ol?your commitments under the nondiscrimination requirements of contracts with the state of Ct? Yes No 12. Does your company have a written affirmative action Plan? Yes No please explain. IS. Is there a person in your company who is responsible for equal employment opportunity? Yes \Io If yes, give name and phone number Part - Bidder Subcontracting Practices (Page 4) 1. Will the work 01' this contract include subcontractors or suppliers-3 Yes_ No_ la_ If yes. please list all subcontractors and suppliers and report if they are a small contractor and.'or a minority business enterprise. (defined on page 1 i" use additional sheet ifnecessary) 1b. Will the work of this contract require additional subcontractors or suppliers other than those identi?ed in la. above? Yesi N07 PART IV - Bidder Information Date: .IOII OVERALL If ASIAN ur INDIAV or {?01 ot?lIispanic ?101 HISPANIC ISIAVDER ALASKAN NATIVE origin) orinjnl chtilc Malt: Female Male Female Female male female Management Business Financial Ops Marketing .52; Sales Legal Occupations Computer Specialists Architectm'e'Engineering Of?ce air. Admin Support Bldg-f Grounds Construction Extraulion Installation Maintenance 84: [It pair Material Mowing Workers Production ()ccinmtinns ABOVE 'I?nn?il Ont: Year Ago Hill-l TR FIGIJRHB FUR SAME AR ARE ABOVE) Apprentices Trainees JOB CATEGORIES CAN BE CHANGED OR ADDED TO (EX. SALES CAN BE ADDED OR REPLACE A CATEGORY NOT USED IN YOUR COMPANY) PART - Bidder Hiring and Recruitment Practices (Page 5) 1. Which ol?the Following rec-ruiLme-rit sources are used by you? (Check yes or no, and report percent used] SOURCE YES NO ?in of applicants provided by 2. Check (X) any ofthe below listed requirements that you use as a hiring quali?cation (X) State Employment Service Work Experience Private Employrrient Agencies Ability to Speak or Write English Schools and ("alleges Written J'ests Newspaper High School Diploma Ari orli sonicnl Walk College Degree Present Employees Union Membership Labor Organizanuns Personal Height. or W'eighl [')rgani7ations Others (please 1dcntif)?; Car Ownership Arrest Rec-on] age ("rarnishrne at: 3. Describe below any other practices or actions that you lake which show that you re7 train, and promote employees without discrimination Codi?cation (Read this form and check your statements on it CARE-FULLY before- signing]. I certify that the made by Inc on Lhis BIDDER CONTRACT MONITORING REPORT are complete and [Inc to the b'cst ol'lny knowledge and belief, and are made in good faith. I understand lhat ifI knowingly make any Inisslatcrnenls of fuels, 1 am subject to he declared in non-compliimce with Section 441?60. 4mm. and related sections of the CONN. ('il?LN. [Signature] (Title) [Date Signed) Telephone) EXHIBIT IRAN CERTIFICATION FORM (See form attached) (See also 0PM Iran Certification Form IRAN CERTIFICATION FORM This form must be completed and properly executed under penalty of false statement by a chief executive officer, president, chairperson, member or other corporate officer duly authorized to adopt company, corporate or partnership policy of the business entity submitting a bid/proposal/statement of qualifications to the Connecticut Port Authority. I, _________________________________________(name), _________________________(title) of ___________________(firm name, hereafter “Contractor”) an entity duly formed and existing under the laws of ________________________________________, being duly sworn, hereby depose that: I am over the age of eighteen and understand and appreciate the obligations of an oath Contractor seeks to enter into the “HARBOR DEVELOPMENT AGREEMENT” (the “Agreement”) with the Connecticut Port Authority; and Contractor hereby certifies as follows: Section 1: APPLICABILITY Check applicable box (must be completed regardless of where the Contractor’s principal place of business is located): Contractor’s principal place of business is within the United States or Contractor is a United States subsidiary of a foreign corporation. Contractors who check this box are not required to complete the Section 2: Certification portion of this form, but are still required to complete Section 3 of this form. Contractor’s principal place of business is outside the United States and it is not a United States subsidiary of a foreign corporation. Contractors who check this box are required to complete all sections of this form. Please complete this form as specified in this Section 1 and submit it with the RFB, RFP or RFQ response or contract package if there was no RFB, FRP, or RFQ process. Additional definitions. “Large state contract” has the same meaning as defined in Section 4–250 of the Connecticut General Statutes; “Contractor” means the person whose name is set forth at the beginning of this form; and “State agency” and “quasi-public agency” have the same meanings as provided in Section 1–79 of the Connecticut General Statutes. Section 2: CERTIFICATION Pursuant to P.A. No. 13-162, upon submission of a bid, or prior to executing a large state contract if no bid process was conducted, the certification portion of this form must be completed by any corporation, general partnership, limited partnership, limited liability partnership, joint venture, nonprofit organization or other business organization whose principal place of business is located outside of the United States. United States subsidiaries of foreign corporations are exempt. For purposes of this form, a “foreign corporation” is one that is organized and incorporated outside the United States of America. CERTIFICATION: I, the undersigned, am the official authorized to execute contracts on behalf of the Contractor. I certify that: Contractor has made no direct investments of twenty million dollars or more in the energy sector of Iran on or after October 1, 2013, as described in Section 202 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010. Contractor has either made direct investments of twenty million dollars or more in the energy sector of Iran on or after October 1, 2013, as described in Section 202 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, or Contractor made such an investment prior to October 1, 2013 and has now increased or renewed such an investment on or after said date, or both. Section 3: AFFIRMATION Note: This Section 3 must be completed even if Section 2 of this form was not required based on the responses in Section 1 of this form. Sworn as true to the best of my knowledge and belief, subject to the penalties of false statement. __________________________________ Printed Contractor Name ______________________________________ Printed Name of Authorized Official ___________________________________ Signature of Authorized Official Subscribed and acknowledged before me this ______ day of _____________________, 20_______. ___________________________________________________ Commissioner of the Superior Court (or Notary Public) EXHIBIT AFFIRMATION OF RECEIPT OF STATE ETHICS LAWS SUMNIARY (See 0PM Ethics Form 6 attached)] STATE OF CONNECTICUT AFFIRMATION OF RECEIPT OF STATE ETHICS LAWS SUMMARY Written or electronic affirmation to accompany a large State construction or procurement contract, having a cost of more than $500,000, pursuant to Connecticut General Statutes §§ 1101mm and 1-101qq INSTRUCTIONS: Complete all sections of the form. Submit completed form to the awarding State agency or contractor, as directed below. CHECK ONE: I am a person seeking a large State construction or procurement contract. I am submitting this affirmation to the awarding State agency with my bid or proposal. [Check this box if the contract will be awarded through a competitive process.] I am a contractor who has been awarded a large State construction or procurement contract. I am submitting this affirmation to the awarding State agency at the time of contract execution. [Check this box if the contract was a sole source award.] I am a subcontractor or consultant of a contractor who has been awarded a large State construction or procurement contract. I am submitting this affirmation to the contractor. I am a contractor who has already filed an affirmation, but I am updating such affirmation either (i) no later than thirty (30) days after the effective date of any such change or (ii) upon the submittal of any new bid or proposal, whichever is earlier. IMPORTANT NOTE: Within fifteen (15) days after the request of such agency, institution or quasi-public agency for such affirmation contractors shall submit the affirmations of their subcontractors and consultants to the awarding State agency. Failure to submit such affirmations in a timely manner shall be cause for termination of the large State construction or procurement contract. AFFIRMATION: I, the undersigned person, contractor, subcontractor, consultant, or the duly authorized representative thereof, affirm (1) receipt of the summary of State ethics laws* developed by the Office of State Ethics pursuant to Connecticut General Statutes § 1-81b and (2) that key employees of such person, contractor, subcontractor, or consultant have read and understand the summary and agree to comply with its provisions. * The summary of State ethics laws is available on the State of Connecticut’s Office of State Ethics website. ________________________________________________ Signature Date ________________________________________________ Printed Name Title ________________________________________________ Firm or Corporation (if applicable) ________________________________________________ Street Address ______________ City ____ State ______ Zip ________________________________ Awarding State Agency