FERC rendition of the electronically filed tariff records in Docket No.

Filing Data:

CID: C000038

Filing Title: Con Edison NYPA restated OM Agreement No. 2013 Company Filing Identifier: 864

Type of Filing Code:  10

Associated Filing Identifier: na
Tariff Title: NYISO Agreements
Tariff ID: 58

Payment Confirmation: N
Suspension Motion:

Tariff Record Data:

Record Content Description: Agreement No. 2013

Tariff Record Title: Amendment to Agreement No. 2013 between ConEd and NYPA Record Version Number: 0.0.0

Option Code: A

Tariff Record ID: 136

Tariff Record Collation Value:7071700

Tariff Record Parent Identifier: 135

Proposed Date: 2014-04-23

Priority Order:500

Record Change Type:  New

Record Content Type:  2

Associated Filing Identifier:  na

ATTACHMENT B

RESTATED FIRST AMENDMENT

REVISED FIRST AMENDMENT TO AGREEMENT BETWEEN
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
AND

THE NEW YORK POWER AUTHORITY

FOR THE OPERATION AND MAINTENANCE OF THE FACILITIES ASSOCIATED WITH
ASTORIA ANNEX SUBSTATION

345 KV GAS-INSULATED SUBSTATION

This Revised First Amendment (this “Revised First Amendment”) to the Amended and Composite  Agreement (“Composite  Agreement”)    dated  December 2012,  between

Consolidated Edison Company of New York, Inc. and the New York Power Authority for the
Operation and Maintenance of the Facilities Associated with Astoria Annex Substation 345
kV Gas- Insulated Substation made on even date by and between Consolidated Edison
Company of New York, Inc. (“Con Edison”), a corporation organized and existing under the
law of the State of New York and having its principal place of business at 4 Irving Place in the
City of New York, New York, and the New York Power Authority (“the Power Authority”), a
corporate municipal instrumentality and political subdivision of the State of New York having
an office at 123 Main Street in the City of White Plains, New York.  Con Edison and the
Power  Authority  are  sometimes  collectively  referred  to  herein  as  the “Parties”  and,

individually, as a “Party”.

WHEREAS, Con Edison and the Power Authority entered into that certain O&M Agreement between Con Edison and the Power Authority dated February 1st, 2011
(“Original Agreement”), which Original Agreement was subsequently amended by a First Amendment made as of June 23, 2011 (“First Amendment”) and by a Second Amendment dated April 25, 2012 (“Second Amendment”), all as more particularly described in the
Original Agreement, First Amendment and Second Amendment;

WHEREAS, Con Edison desires to file the amended agreement with the Federal Energy Regulatory Commission (“Commission”) pursuant to Section 205 of the Federal Power Act and 18 C.F.R. Section 35.12; and to facilitate that filing the Parties desire to integrate the Original Agreement, First Amendment and Second Amendment in
accordance with the Commission’s Order No. 614;

WHEREAS, Sections 5 and 8 of the First Amendment have been integrated into the Composite Agreement;

WHEREAS, due to the substantive nature of the remaining terms of the First

Amendment, the Parties are unable to integrate them into the Composite Agreement and desire to re-execute them in this Revised First Amendment; and

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WHEREAS, the Parties have no intention to amend the substance of any of the
First Amendment, but merely seek to comply with the FERC’s integration requirement;

NOW  THEREFORE,  in  consideration  of  the  premises,  mutual  obligations  and undertakings set forth herein, the Parties hereto agree as follows:

1. A) Effective Date of the Revised First Amendment.

The effective date, term, and effect of this Revised First Amendment shall be identical to the effective date, term, and effect of the Composite Agreement, as stated in Section 2.1 of that Composite Agreement.

B)  Intentionally Omitted.

2. Section 4.1. Conditions Precedent to the Scope of Work.

(a)  Power Authority has requested that Con Edison commence its obligation to
perform the Scope of Work as of June 24, 2011, notwithstanding that the Power
Authority was obligated to fully meet  the Conditions Precedent to Con Edison’s
good faith satisfaction prior to Con Edison’s commencement of the Scope of Work.
The  Parties  agree  that  there  are  certain  operational,  environmental  and
commercial risks to the Parties, Astoria Energy II LLC and other third parties
inherent in commencing Con Edison’s obligations to perform the Scope of Work,
and starting the O&M Commencement Date, prior to the Power Authority fully
meeting the Conditions Precedent  to  Con   Edison’s  good faith  satisfaction
(collectively referred to herein as the “Risks”), which Risks relate to and include,
but are not limited to,

(i) accepting the Facility in accordance with Section 4.1.2;

(ii) accepting the Shunt Reactors, which is precluded by, but is not limited to,
the  leaking  nitrogen  and  oil  condition  of  Shunt  Reactor 2,  incomplete

maintenance records for the Shunt Reactors, an outstanding joint review of the maintenance records, and the lack of a design and installation of  nitrogen alarms on the Shunt Reactors, (“Nitrogen Alarms”);

(iii) all proposed operators are not fully Trained, which could affect response
time,

(iv) Power Authority’s continuing and outstanding obligation to fully comply with Section 4.1.7 of the Composite Agreement “Con Edison’s Knowledge of the Facility”, by providing the information required therein in a useable format and/or in the required format; the documents received at the Astoria Annex Substation, and signed for turnover on June 16, 2011 are interim documents that will be used to facilitate Con Edison’s performance of the O&M Services; these documents, however, do not fully satisfy Section 4.1.7.

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(b)Accordingly, notwithstanding any provision to the contrary contained in the

Composite Agreement or this Revised First Amendment, including Con Edison’s commencement of O&M Services prior to Power Authority’s satisfaction of the Conditions Precedent to Con  Edison’s good faith satisfaction, Power Authority hereby specifically acknowledges and assumes all risk arising from, relating to and/or connected with the Risks.

(c) Section 4.1.2.5 of the Composite Agreement is hereby amended by inserting

after the last sentence and after the words “in accordance herein” the following:

Con   Edison   agreed   to   commence   O&M   Services
notwithstanding that the Facility has not been accepted in
accordance  with  the  requirements  of  Sections 4.1.2.1 -

Sections 4.1.2.5 of the Composite Agreement.”

(d) The Power Authority shall continue to adhere to the Conditions Precedent, as

appropriate,  throughout  the  Term  of  this  Composite  Agreement,  except  as amended by this Revised First Amendment. Power Authority shall provide to Con Edison (i) working and fully operational Nitrogen Alarms by August 1, 2011, and (ii) full compliance, in a useable format and/or in the required format, of Section 4.1.7 by September 21, 2011.

3.  Section 4.2.5. Scope of Work.

Because Power Authority did not fully meet the Conditions Precedent to Con
Edison’s good faith satisfaction prior to the O&M Commencement Date, additional
work and services for the Facility arising therefrom that were not contemplated by
the Composite Agreement shall be required for the Facility, namely, the close out
of minor punch list items and the repair of the Shunt Reactors (except for the fire
loop  replacement  on  Shunt  Reactor 2) (“Additional  Work”). Accordingly,

notwithstanding the provisions of Section 4.3.7, but in accordance with Sections

4.3.1- Sections 4.3.6, Con Edison shall perform the Additional Work as if the Additional Work was part of the original O&M Services, and in accordance with all the terms and conditions of the O&M Agreement, as amended by this Revised First Amendment.  The Additional Work shall hereinafter be deemed to be part of the O&M Services.  The Power Authority shall be solely responsible to pay for the Additional Work in accordance with all the terms and conditions of the Composite Agreement, as amended by this Revised First Amendment.

4.  Section 4.3 Excluded Services/ Limited Services.

Because Con Edison anticipated accepting a fully constructed, operational, fully
tested and working Facility, the Parties specifically acknowledge and agree that for

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any work relating to the Facility (except for the Additional Work) that is currently in
progress by a contractor (of any tier) hired by or on behalf of Power Authority,
Astoria Energy II LLC, SNC  Lavalin, (the “Construction and Commissioning

Work”), at Power Authority’s sole cost, expense, and risk, Power Authority shall
continue to have the Construction and Commissioning Work performed until any
and all such Construction and Commissioning Work contracted for has been fully
performed pursuant to the terms of any applicable contract.  In addition, Power
Authority shall be solely responsible and liable for any ensuing issues arising from
or relating to the Construction and Commissioning Work and all such Construction
and Commissioning Work and ensuing issues shall be deemed to be Excluded
Services under the Composite Agreement as amended by this Revised First
Amendment.

5. Intentionally deleted.  .”

6. For the avoidance of doubt, and without limiting the generality of the provisions of

Section 11 of this Revised First Amendment, Con Edison and Power Authority specifically acknowledge and agree that (i) the Environmental Provisions of Article XII, including the Environmental Indemnity provisions of Section 12.5, (ii) the Indemnification Provisions of Article XIX, and (iii) the Insurance Provisions of Article XVIII apply to the Additional Work and to the Risks.

7. Article XIX. Indemnification, No Consequential Damages, Outages.

For the avoidance of doubt, and without limiting the generality of the provisions
of Sections 6 and 11 of this Revised First Amendment, Section 19.1 is hereby
amended by inserting on the tenth line after “(iii)” and before “(iv) Compliance
Modifications and Upgrades”, the following: “the Risks, as defined by the Revised
First Amendment”.

8. Intentionally deleted.  .

9. Except as provided in this Revised First Amendment, all terms used in this

Revised First Amendment that are not otherwise defined shall have the respective meanings ascribed to such terms in the Composite Agreement.

10. This Revised First Amendment embodies the entire agreement between Con
Edison and the Power Authority with respect to the amendment of the Composite
Agreement. In the event of any conflict or inconsistency between the provisions of
the Composite Agreement and this Revised First Amendment, the provisions of
this Revised First Amendment shall control and govern.

11. Except as specifically modified and amended herein, all of the terms, provisions,
requirements and specifications contained in the Composite Agreement remain in
full force and effect. Except as otherwise expressly provided herein, the parties do

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not intend to, and the execution of this Revised First Amendment shall not, in any manner impair the Composite Agreement, the purpose of this Revised First Amendment being simply to amend and ratify the Composite Agreement, as hereby amended and ratified, and to confirm and carry forward the Composite Agreement, as hereby amended, in full force and effect.

12.   THIS   REVISED   FIRST   AMENDMENT   SHALL   BE   CONSTRUED   AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

13.  This Revised First Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one
and the same instrument, it being understood that Con Edison and Power
Authority need not sign the same counterpart.  This Revised First Amendment and
any counterpart thereof may be delivered by fax or email and, if this Revised First
Amendment or any counterpart thereof is delivered by fax or email, they shall,
together with the signatures(s) or copies of the signature(s) thereon, be treated for
all purposes as originals that have been delivered.

IN WITNESS WHEREOF, Con Edison and the Power Authority have executed and delivered this Revised First Amendment of the Composite Agreement effective as of the Commission Effective Date (as defined in that Composite Agreement).

CONSOLIDATED EDISON COMPANYNEW YORK POWER AUTHORITY

OF NEW YORK, INC.

By: ____________________By: ____________________

Name: Aubrey BrazName:

Title:   Vice President -Title:

Substations Operations

Date:Date:

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