NYISO Agreements --> Service Agreements --> O&M Agreement No. 2013 Between Con Edison and NYPA

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: O&M Agreement No. 2013 Between Con Edison and NYPA

Record Version Number: 0.0.0

Option Code: A

Tariff Record ID: 135

Tariff Record Collation Value:

7071600

Tariff Record Parent Identifier: 2

Proposed Date: 2014-04-23

Priority Order:

500

Record Change Type: New

Record Content Type: 2

Associated Filing Identifier: na

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NYISO Agreements --> Service Agreements --> O&M Agreement No. 2013 Between Con Edison and NYPA

TABLE OF CONTENTS

ARTICLE I:

DEFINITIONS

ARTICLE II:

EFFECTIVE DATE, O&M COMMENCMENT DATE, TERM

AND TERMINATION

ARTICLE III:

REGULATORY COMPLIANCE

ARTICLE IV:

CONDITIONS PRECENDENT TO THE SCOPE OF WORK; O&M

SERVICES; EXCLUDED/LIMITATIONS ON O&M SERVICES

ARTICLE V:

SERVICES/UTILITIES

ARTICLE VI:

COMPENSATION

ARTICLE VII:

REPORTING AND INVOICING

ARTICLE VIII:

TAXES/PERMIT FEES

ARTICLE IX:

PAYMENT

ARTICLE X:

WASTE MANAGEMENT

ARTICLE XI:

STORM WATER MANAGEMENT FOR POST-CONSTRUCTION

WATER QUALITY CONTROL

ARTICLE XII:

ENVIRONMENTAL PROVISIONS

ARTICLE XIII:

SF6 GAS EQUIPMENT

ARTICLE XIV:

COMPLIANCE MODIFICATIONS AND UPGRADES

ARTICLE XV:

SUPERSEDENCE

ARTICLE XVI:

FORCE MAJEURE

ARTICLE XVII:

DEFAULT

ARTICLE XVIII:

INSURANCE

ARTICLE XIX:

INDEMNIFICATION, NO CONSEQUENTIAL DAMAGES,

OUTAGES

ARTICLE XX:

NO WARRANTY/ DISCLAIMERS

ARTICLE XXI:

CONFIDENTIALITY

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NYISO Agreements --> Service Agreements --> O&M Agreement No. 2013 Between Con Edison and NYPA

ARTICLE XXIII:

ACCESS

ARTICLE XXIV:

AMENDMENTS

ARTICLE XXV:

ASSIGNMENTS; SUCCESSORS

ARTICLE XXVI:

ENTIRE AGREEMENT

ARTICLE XXVII:

CONFLICTING DOCUMENTS

ARTICLE XXVIII:

GOVERNING LAW; SEVERABILITY

ARTICLE XXIX:

HEADINGS

ARTICLE XXX:

NO THIRD PARTY RIGHTS

ARTICLE XXXI:

NOT PARTNERS

ARTICLE XXXII:

NOTICES

ARTICLE XXXIII:

WAIVER

EXHIBIT A:

List of Equipment For O&M Services

EXHIBIT B:

SF6 Equipment Tracking Cylinder Log

EXHIBIT C:

Power Authority Terms and Requirements

EXHIBIT D:

“Minor Spare Parts”, “Major Spares”, and “Other Parts and

Equipment”

EXHIBIT E:

Survey for Easement Agreement

EXHIBIT F:

Good Faith Estimate of Preparatory Work and Services

APPENDIX A:

Con Edison SSO specification 0100-0022/06

APPENDIX B:

Con Edison Specification EO-4022 Testing of Acc Feeders

Operating at 69kv through 345kv

APPENDIX C:

Con Edison ES-1003 Installation and Test Specification for Oil

Immersed Power Transformers, Reactors and Regulators

APPENDIX D:

Con Edison ES-1000 Preventative Maintenance (PMP)

APPENDIX E:

Con Edison 2010 Accommodation Services Charges

APPENDIX F:

Power Authority Prompt Payment Policy

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NYISO Agreements --> Service Agreements --> O&M Agreement No. 2013 Between Con Edison and NYPA

AMENDED AND COMPOSITE AGREEMENT (this “Composite Agreement”) made on the

___ day ofJanuary, 2013 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, Astoria Energy II LLC (“Astoria Energy II”) was responsible for the construction

of an approximate 500 Megawatt second power block to the electric generating facility at 17-10

Steinway Street, Astoria, NY (the “Second Power Block”) pursuant to the easement agreement between

Con Edison and Astoria Energy II dated July 2, 2009 all as more particularly described therein (the

“Easement Grant”);

WHEREAS, Con Edison owns a certain parcel of real property in the City of New York,

County of Queens, known as Tax Lot 1, in Block 850, on the Tax Map of the City of New York,

County of Queens (“Con Edison Lands”);

WHEREAS, Astoria Energy II interconnected the Second Power Block to the Power

Authority’s existing Q35L & Q35M 345 kV transmission lines, which start at “Con Edison’s East 13th

Street Substation” (as defined in Article I) (and which have associated dielectric oil cooling lines that

enter the “15th Street PURS” and the “15th Street Pressurization Plant” (both as defined in Exhibit A))

and then such transmission and dielectric lines travel under and across the East River and enter and

extend under, through and across the Con Edison Lands to manhole 19717 (at which manhole, a portion

of the dielectric oil cooling lines extend back onto the Power Authority Property to connect to the

“Astoria PURS” and the “Astoria Pressurization Plant” (both as defined in Exhibit A) and, at which

manhole, a new extension of the Q35L & Q35M 345 kV transmission lines (and the associated

dielectric oil cooling lines) extend, under, through and across the Con Edison Lands (the

“Extension”), and end at, and connect to, a new 345-kilovolt SF6 gas-insulated substation (the “Astoria

Annex Substation”), constructed by Astoria Energy II on a portion of the Con Edison Lands pursuant to

the Easement Grant; the Q 35L and Q 35M 345 kV transmission lines and the associated dielectric oil

cooling lines between East 13th Street Substation and the Astoria Annex Substation, which includes the

Extension, are hereinafter referred to collectively as the “Q35L & Q35M Transmission Lines”;

WHEREAS, on February 1, 2011, Con Edison and Power Authority entered into an Agreement

relating to the operation and maintenance of the Astoria Annex Substation, as more particularly

described therein (the “Original Agreement”);

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WHEREAS, Astoria Energy II was to operate, monitor, inspect, repair, perform preventative,

corrective and routine maintenance, testing, and protection system operations assessment to the Astoria

Annex Substation and other transmission facilities until the “O&M Commencement Date” (as defined

in Section 2.1 of the Original Agreement), which was to be the later of March 1, 2011 or the first date

that Power Authority satisfied all “Conditions Precedent” (as defined in Section 4.1 of the Original

Agreement, which Section 4.1 is partially updated by this Composite Agreement and Revised First

Amendment);

WHEREAS, at a certain point after its construction and prior to the O&M Commencement Date,

Astoria Energy II transferred ownership of the Facility to Power Authority, so that the Power Authority

was the owner of the Astoria Annex Substation, the Extension, and other transmission

facilities and all of the equipment/facilities identified in Exhibit A, attached hereto and made a part hereof

(“Equipment”); the Astoria Annex Substation, the Q35L and Q35M Transmission Lines and the

Equipment are hereinafter referred to collectively as the “Facility,”

WHEREAS, the Facility did not include any portion of the overhead transmission line and

related appurtenances which connect the Second Power Block to the first disconnect switch of the

Astoria Annex Substation (“Astoria Energy II’s Generator Leads”); and

WHEREAS, after March 1, 2011, the Power Authority requested that Con Edison operate and

maintain the Facility for the Power Authority pursuant to the terms and conditions of the Original

Agreement, prior to Power Authority’s satisfaction of those certain Conditions Precedent (as defined in

Section 4.1 of the Original Agreement); and

WHEREAS, on June 23, 2011, the Original Agreement was amended by a First Amendment

(“First Amendment”) wherein Con Edison agreed to commence “O&M Services” (as originally defined in

Section 4.2 of the Original Agreement) prior to the satisfaction of the Conditions Precedent as

defined in the Original Agreement and based upon the substantive terms and conditions of the Original

Agreement, as revised by the First Amendment all as more particularly set forth in that First

Amendment, which is now the Composite Agreement, at, but not limited to, Section 4.2 and the terms and

conditions of the Revised First Amendment;

WHEREAS, on April 25, 2012, the Parties entered into a Second Amendment to the Original

Agreement (“Second Amendment”), all as more particularly described in the Second Amendment;

WHEREAS, pursuant to Section 205 of the Federal Power Act and 18 C.F.R. Section 35.12, Con

Edison is required to file the Original Agreement, First Amendment and Second Amendment with the

Federal Energy Regulatory Commission (“Commission”);

WHEREAS, pursuant to its Order No. 614, the Commission requires that any amendments to a

filed agreement be integrated into the agreement prior to its filing, so that the filing consists of one

composite agreement that includes all effective terms and excludes non-effective and superseded

language;

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NYISO Agreements --> Service Agreements --> O&M Agreement No. 2013 Between Con Edison and NYPA

Composite Agreement to the extent possible and to execute a First Amendment to this Composite

Agreement (“Revised First Amendment”) to cover the provisions of the First Amendment that cannot be

integrated;

WHEREAS, the Parties have no intention to amend the substance of any of the terms of the

Original Agreement, the First Amendment or the Second Amendment, but merely seek to comply with the

Commission’s integration requirement;

NOW THEREFORE, in consideration of the premises, mutual obligations and undertakings set

forth herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Composite Agreement with initial capitalization, the following terms

shall have the meanings specified in this Article. Terms used in this Composite Agreement with initial

capitalization that are not defined in this Article shall have the meanings specified in this Composite

Agreement.

“Applicable Legal Requirements” shall mean all duly promulgated applicable federal, state

and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or

administrative orders, permits and other duly authorized actions of any Governmental Authority,

including but not limited to “Environmental Law”, “Environmental Permits”, and “Permits” (each as

defined herein). In the performance of the “O&M Services” (as defined in Section 4.2), Power

Authority will comply with all New York City laws, rules and regulations that are applicable to the

Power Authority and/or Con Edison. The Power Authority’s compliance with New York City laws,

rules and regulations is for the purpose of safeguarding the health, safety and welfare of any persons,

the Con Edison Lands and any improvements thereon or there under, and is not to be construed as

submission by the Power Authority to jurisdiction by New York City over the Power Authority.

“Backfeed” shall mean the supplying or transporting of electrical energy from the Con Edison's

transmission/distribution system to the Second Power Block.

“Breach” shall mean the failure of a Party to perform or observe any material term or condition of

this Composite Agreement.

“Breaching Party” shall mean a Party that is in Breach of this Composite Agreement.

“Business Day” shall mean Monday through Friday, excluding federal holidays.

“Calendar Day” shall mean any day including Saturday, Sunday or a federal holiday.

“Con Edison Standards” means: all Con Edison instructions, specifications, rules, programs,

guidelines, policies, practices, and procedures issued by Con Edison, both orally and in writing, in the

ordinary course of its business, as may be amended from time to time.

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“Con Edison’s East 13th Street Substation” shall mean the Con Edison substation and

associated appurtenances between Avenue C and the FDR (East River) Drive and between 13th and 14th

Streets in New York City, NY.

“Date of Energization” means the first date that any of the following Equipment is connected to

the Con Edison transmission system (the “Energized Components”);

The Extension (of the two 345 kV transmission feeders Q35L & Q35M) into the Astoria

Annex Substation.

All new 345 kV SF6 substation bus, circuit breakers and associated equipment associated

with the new Astoria Annex Substation.

All new 345 kV open air bus, circuit breakers and associated equipment associated with the

Astoria Annex Substation.

d. The relocated 345 kV Shunt Reactors (as defined in Exhibit A) in the Astoria Annex

Substation.

e. The overhead 345 kV generator leads connecting the new Astoria Annex Substation to

the Second Power Block up to and including the generators’ synchronizing circuit breakers located in the

generation plant site.

f. Any other electrical equipment, including but not limited to, generator lead revenue meters.

“Environmental Laws” means: all current and future federal, state and local laws (including

common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders

(including consent orders), Environmental Permits, and obligations and other requirements imposed by

any “Governmental Authority” (as defined herein), including New York State Department of

Environmental Conservation (“NYSDEC”) Technical Administrative Guidance Memoranda and other

guidance documents issued or published by any Governmental Authority, in each case, relating to

pollution, protection of the environment, natural resources, or protection of human health and safety

from conditions in the environment, the presence, “Release” (as defined herein) of, threatened Release of,

or exposure to, “Hazardous Substances” (as defined herein), or to the generation, manufacture,

processing, distribution, use, treatment, storage, transport, recycling or handling of, or arrangement for

such activities with respect to, Hazardous Substances.

“Environmental Liabilities” means: all liabilities, obligations, damages, losses, claims,

actions, suits, judgments, orders, fines, penalties, fees, expenses, and costs, relating to environmental

conditions or activities, including (i) Remediation costs, engineering costs, environmental consultant

and expert fees, laboratory fees, permitting fees, investigation costs, defense costs, and reasonable

attorneys’ fees and expenses; (ii) any claims, demands, and causes of action relating to or resulting

from any personal injury (including wrongful death), property damage (real or personal) or natural

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“Environmental Permits” means: the permits, licenses, consents, approvals, manifests and

other authorizations or certifications required by any Governmental Authority having jurisdiction with

respect to Environmental Laws relating to the “Remediation” (as defined herein), construction,

operations and activities of Con Edison and/or the Power Authority for the Facility and the Con Edison

Lands.

“Good Industry Practice” means: any of the applicable acts, practices, rules, policies,

regulations, or methods from time to time required by any “Governmental Authority” (defined below) or

any organization with jurisdiction or authority in respect of the Con Edison Lands whether or not the party

whose conduct is at issue is a member thereof, or by any other person acting pursuant to the

authority of any such organization. If there are no such applicable acts, practices, rules, policies,

regulations, or methods, then Good Industry Practice means: any of the applicable acts, practices, rules,

policies regulations, or methods engaged in or approved by a significant portion of the electric utility

industry in the United States at the relevant time, including, but not limited to, reliability, operating,

planning, and engineering specifications, the Northeast Power Coordinating Council (“NPCC”), the North

American Electric Reliability Corporation ("NERC"), the New York State Reliability Council (“NYSRC”),

and the New York Independent System Operator (“NYISO”).

“Governmental Authority” means: any federal, state, or local government, or any court, board,

agency, commission, office, or other authority of any nature whatsoever for any governmental unit

(federal, state, county, district, municipal, city, or otherwise), specifically excluding the Power

Authority, and in all cases whether now or hereafter in existence.

“Hazardous Substances” means: (i) any petroleum, petroleum products or byproducts, and all

other regulated hydrocarbons (including without limitation, petrochemicals and crude oil), or any

fraction thereof, coal ash, radon gas, asbestos, asbestos-containing material, urea formaldehyde,

polychlorinated biphenyls, chlorofluorocarbons, and other ozone-depleting substances; and (ii) any

chemical, material, substance, product or waste (including thermal discharges and hazardous waste) that is

prohibited, limited, or regulated by or pursuant to any Environmental Law.

“Manufacturer’s Specifications and Instructions” means: any written vendor /manufacturer

standards, specifications, documents, manuals, handbooks, and instructions for all or any portion of the

Facility provided by applicable vendor/manufacturer.

“NERC Reliability Standards” means: the reliability standards that are promulgated by the

NERC, approved by the Federal Energy Regulatory Commission, and implemented by the NPCC, as may

be amended from time to time.

“NPCC Criteria Requirements” or “NPCC Directories” means: the specific reliability

requirements that are promulgated and implemented by the NPCC, for the design, operation and

protection of the bulk power system, as may be amended from time to time.

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“Power Authority Property” means: except for the property interests covered by the Easement

Grant, as may be amended from time to time, all property interests, both real and personal, at the

Astoria Complex located at 31-01 20th Avenue, Astoria, New York 11105, which are owned by the

Power Authority, including but not limited to Block 850, Lot 100 and those property interests within

the Con Edison Lands.

“Permits” means: all certificates, permits, licenses, consents, approvals, and other governmental

authorizations (other than Environmental Permits) relating primarily to construction, operations and

activities of Con Edison and/or the Power Authority for the Facility and the Con Edison Lands.

“Power Authority’s Contractors” means: except for Con Edison, any and all of the Power

Authority’s contractors, subcontractors, agents, invitees, and any other person or entity working for or

acting on behalf of the Power Authority in connection with excluded services under this Composite

Agreement or services outside the scope of this Composite Agreement.

“Preparatory Work and Services” shall have the meaning ascribed to it in Section 4.2.4

“Release” means: any actual or threatened release, spill, emission, emptying, escape, leaking,

dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching, or migration into the

environment or within any building, structure, facility, or fixture and/or the exacerbation of any

preexisting condition of Hazardous Substances.

“Remediation” means: the investigation (including any feasibility studies or reports), cleanup,

removal, abatement, transportation, disposal, treatment (including in-situ treatment), management,

stabilization, neutralization, collection, or containment of Hazardous Substances and any Release(s),

that may be required to satisfy Environmental Laws, in each case, including, without limitation, any

closure, restoration or monitoring, operations and maintenance activities, including any engineering or

institutional controls, that may be required by any Government Authority after the completion of such

investigation, study, cleanup, removal, transportation, disposal, treatment, neutralization, collection, or

containment activities as well as the performance of any and all obligations imposed by any

Governmental Authority in connection with such investigation, cleanup, removal, transportation,

disposal, treatment (including in situ treatment), management, stabilization, neutralization, collection,

or containment (including any such obligation that may be imposed pursuant to an Environmental

permit or a consent order).

“Scope of Work” shall have the meaning ascribed to it in Section 4.2.5.

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ARTICLE II

EFFECTIVE DATE, O&M COMMENCEMENT DATE, TERM AND TERMINATION

2.1

(a) Effective Dates of the Composite Agreement and the Revised First Amendment. This

Composite Agreement shall become effective on the “Commission Effective Date,” which shall be

the date on which this Composite Agreement and Revised First Amendment are accepted

deemed to be effective by the Commission.

The Original Agreement, First Amendment and Second Amendment shall remain in effect until

the “Commission Effective Date”. On and after the Commission Effective Date, the Original

Agreement, First Amendment and Second Amendment shall no longer be of any force and

effect and shall be superseded by the Composite Agreement and the Revised First Amendment.

The rights and obligations of the Parties that accrue prior to the Commission Effective Date

shall be governed by the Original Agreement, the First Amendment and the Second

Amendment. After the Commission Effective Date, the rights and obligations of the Parties

shall be governed by this Composite Agreement, as amended by the Revised First Amendment.

(b) O&M Commencement Date. Under the Original Agreement, Con Edison’s obligation to

perform the “Scope of Work” as defined in Section 4.2.5 of the Original Agreement was not to

commence until the later of: (i) March 1, 2011, or (ii) the first date that the Power Authority

satisfies all of the “Conditions Precedent” (as defined in Section 4.1 of the Original Agreement)

(“Original O&M Commencement Date”). However, following Power Authority’s request that

Con Edison commence “O&M Services” (as originally defined in Section 4.2 of the Original

Agreement) prior to the satisfaction of the Conditions Precedent as defined in the Original

Agreement, and subject to the terms and conditions of the Original Agreement as amended by

the First Amendment, Con Edison agreed to change the Original O&M Commencement Date

and commence O&M Services on June 23, 2011 (the “O&M Commencement Date”). The

O&M Services are now defined in Section 4.2 of this Composite Agreement as amended by the

Revised First Amendment.

“Term”) of twenty (20) years from February 1, 2011 (which is the date the Original Agreement

was executed and effective), with the option to extend for ten (10) year periods by agreement of

the Parties, unless this Composite Agreement is terminated prior to such time in accordance

herewith.

2.2

Termination.

2.2.1 Written Notice. This Composite Agreement may be terminated, in whole or in part, by

either Party upon at least one year advance written notice without liability to the other

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obligation or liability relating to or arising from this Composite Agreement prior to the

effective date of such termination.

2.2.1 End of Term Transition. In the event that either Party, in whole or in part, terminates

this Composite Agreement on written notice and/or assigns its rights and obligations

under this Composite Agreement in accordance with the terms herein, and/or this

Composite Agreement terminates pursuant to Article XVII - Default, then, at the Power

Authority’s sole cost and expense, Con Edison shall : (i) turn over test equipment to the

Power Authority, and (ii) provide reasonable training to the Power Authority’s proposed

new operator, pursuant to a commercially reasonable schedule, as agreed upon by Con

Edison and the Power Authority, (iii) turn over applicable data and procedures in

accordance with and as permitted by the provisions of Article XXI - Confidentiality and

(iv) turn over all Minor Spare Parts located within the Astoria Annex Substation to the

Power Authority.

2.2.2 Default. Either Party may terminate this Composite Agreement in accordance with

Article XVII Default.

2.3

Survival. This Composite Agreement shall continue in effect after termination to the extent

necessary to provide for costs incurred hereunder; including final billings and payments

pursuant to this Composite Agreement; to permit the determination and enforcement of liability

and indemnification obligations arising from acts or events that occurred while this Composite

Agreement was in effect, and for survival of those provisions which specifically survive

termination of this Composite Agreement, including, but not limited to, Article XII -

Environmental Provisions, Article XIX, Indemnification, and Article XX - No

Warranty/Disclaimers.

ARTICLE III

REGULATORY COMPLIANCE

3.1

NERC Reliability Standards Compliance. NERC Reliability Standards, NPCC Reliability

Standards, NPCC Directories and NPCC Criteria Requirements compliance shall be managed

pursuant to the following:

3.1.1 The Power Authority represents and warrants that all previous entities owning or

operating the Astoria Annex Substation from the Date of Energization to the O&M

Commencement Date were registered with the NERC as Transmission Owners (TO)

and, if required, as Transmission Operators (TOP).

3.1.2 The Power Authority further represents and warrants that all previous entities owning or

operating the Astoria Annex Substation from the Date of Energization to the O&M

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Standards, NPCC Directories and NPCC Criteria Requirements, as may be amended

from time to time, and the Power Authority agrees to provide Con Edison a written

confirmation/certification that the Power Authority is in compliance as the Transmission

Owner (TO) with any such regulatory requirements, including but not limited to the

NERC Reliability Standards, NPCC Reliability Standards, NPCC Directories and NPCC

Criteria Requirements.

3.1.3

It is expressly understood that the responsibility for managing compliance and the

accountability for compliance violations and penalties, if any, related to all NERC

Reliability Standards, NPCC Reliability Standards, NPCC Directories and NPCC Criteria

Requirements applicable to the ownership or operation of the Astoria Annex Substation

shall be the exclusive responsibility of the Power Authority, as a registered entity, until

such time as Con Edison assumes that responsibility and accountability as the registered

entity, as set forth in Section 3.1.4.

3.1.4

In accordance with Article XIX (Indemnification), the Power Authority will indemnify

and hold Con Edison harmless, to the extent allowed by law, for all such NERC

obligations and penalties, if any, until Con Edison performs the specific test or analysis

required by each individual applicable NERC Reliability Standard, NPCC Reliability

Standards, NPCC Directories and NPCC Criteria Requirements for the Astoria Annex

Substation (hereinafter referred to as the “Compliance Transfer Periods”). It is expressly

understood that each individual NERC Reliability Standard, NPCC Reliability

Standards, NPCC Directories and NPCC Criteria Requirements contains a specific

timeframe when such retesting or analysis must occur. After the Compliance Transfer

Periods, Con Edison will assume the responsibility for managing compliance for the

specific NERC Reliability Standard, NPCC Reliability Standards, NPCC Directories -

and NPCC Criteria Requirements in question and the accountability for compliance

violations and penalties, if any, for such individual applicable NERC Reliability

Standard, NPCC Reliability Standards, NPCC Directories and NPCC Criteria

Requirements. For the individual NERC Reliability Standards, NPCC Reliability

Standards, NPCC Directories and NPCC Criteria Requirements that the Power

Authority has responsibility for managing compliance, maintaining documentation, and

the accountability for compliance violations and penalties, during the Compliance

Transfer Periods, Con Edison shall provide the Power Authority with documentary

evidence required to demonstrate compliance, as identified and requested by the Power

Authority, with any and all applicable NERC Reliability Standards, NPCC Reliability

Standards, NPCC Directories and NPCC Criteria Requirements.

3.1.5

Con Edison agrees to provide Power Authority with all documentation that establishes

compliance with any and all such NERC Reliability Standards, NPCC Reliability

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3.1.6

Con Edison (and its third party agents) agrees to comply with all requirements applicable

to any and all NERC Reliability Standards, NPCC Reliability Standards, NPCC

Directories and NPCC Criteria Requirements, as may be amended from time to time,

after the Compliance Transfer Periods.

3.1.7

Management of Critical Infrastructure Protection (CIP) Standards:

Prior to the O&M Commencement Date, NYPA will determine whether the Astoria

Annex Substation is a Critical Asset and determine the existence of Critical Cyber

Assets. If Power Authority determines that the Astoria Annex Substation is a

Critical Asset with Critical Cyber Assets, then compliance required by CIP-003

through CIP-009 shall be applied and any required changes to the existing design and

operation of the Facility shall be the Power Authority’s sole responsibility and

performed at the Power Authority’s sole cost and expense. In addition, all such

design and operational changes required to comply with the obligations of being a

Critical Cyber Asset must be completed at least sixty (60) days prior to the O&M

Commencement Date. After any and all design and operation changes are

completed, Con Edison shall be required to adhere to Con Edison’s policies and

procedures, and Con Edison shall perform all functional activities related to NERC

CIP compliance and shall provide the Power Authority with documentary evidence

required to demonstrate compliance, as identified and requested by the Power

Authority. After the Compliance Transfer Periods, Con Edison will assume

responsibility for managing those protections, maintaining the required compliance

evidence, and managing compliance audits in accordance with Con Edison’s

processes.

If the protections required by CIP-002 through CIP-009 are determined by Power

Authority, in its sole discretion, to not be necessary until after the O&M

Commencement Date, then at Power Authority’s direction, Con Edison shall be

responsible at Power Authority’s sole cost and expense, for establishing and

managing the protections required by CIP-002 through CIP-009, and all functional tasks

related to NERC CIP Standards. NYPA, as the registered Transmission Owner for the

Astoria Annex Substation, will retain responsibility for the determination of whether the

Astoria Annex Substation is a Critical Asset and determining the

existence of Critical Cyber Assets. Any changes required to upgrade the Facility

shall be at the Power Authority’s sole cost and expense.

3.2

Backfeed Requirements. Prior to any Backfeed, and at the Power Authority’s sole cost and

expense, the Power Authority will ensure that appropriate revenue meters are installed at

appropriate locations in the Facility and that Astoria Energy II has taken all appropriate steps to

become a retail electric customer of Con Edison during backfeed.

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Energized Components do not adversely impact the safe and reliable operation of the Con

Edison’s transmission systems. In addition, each Energized Component must meet all

applicable regulatory requirements including but not limited to the NERC Reliability Standards,

NPCC Reliability Standards, NPCC Directories and NPCC Criteria Requirements and any other

regulations/requirements that govern the design and operation of the bulk electric/power

systems

3.4

Permits. In accordance with Article VIII- Taxes/Permit Fees, the Power Authority shall be

solely responsible pursuant to Applicable Legal Requirements and Good Industry Practice, at

its sole cost and expense, to obtain, procure, maintain and update all rights, approvals, consents,

Permits and Environmental Permits from Governmental Authority or otherwise, and any other

items needed for or relating to the operation and maintenance of the Facility, the O&M

Services, and the performance of any obligation of the Power Authority hereunder. Con Edison

shall cooperate in good faith with the Power Authority in the processing of Permit and

Environmental Permit applications that require signature on behalf of Con Edison or

information available only to Con Edison, and, the Power Authority shall reimburse Con

Edison for all reasonable out-of-pocket (i.e., third party) expenses incurred by Con Edison.

3.5

Survival: The Parties obligations under this Article III shall survive the expiration or earlier

termination of this Composite Agreement.

ARTICLE IV

CONDITIONS PRECENDENT TO THE SCOPE OF WORK; O&M SERVICES;

EXCLUDED/LIMITATIONS ON O&M SERVICES

4.1

Conditions Precedent to the Scope of Work. Notwithstanding anything to the contrary in

this Composite Agreement or the attachments hereto, Con Edison’s obligations to perform the

Scope of Work shall not commence unless and until all of the following conditions precedent are

met to the good faith satisfaction of Con Edison (“Conditions Precedent”), and the Power

Authority shall continue to adhere to the Conditions Precedent, as appropriate, throughout the

Term of this Composite Agreement.

4.1.1 Ownership. The Power Authority shall be the titled owner and registered Transmission

Owner (TO) of the Facility, and, the Grantee, as a successor and assign, to the Easement

Grant in accordance with the terms of the Easement Grant.

4.1.2 Accepting the Facility. The Power Authority hereby acknowledges Con Edison’s

recommended use of its own services to perform all commissioning and testing of the

Astoria Annex Substation prior to O&M Commencement Date and prior to the date that

Astoria Energy II hired a third party agent to perform all testing and commissioning of the

Astoria Annex Substation.

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4.1.2.1

The Power Authority shall accept all components of the Facility from Astoria

Energy II in accordance with Substation Operation (SSO) Specification 0100-

0022/06 and E0- 4022 (“Acceptance Procedures”), attached hereto as

(Appendix A & Appendix B respectively) and incorporated by reference herein,

except that the information required to be “verified” therein shall be verified by

Astoria Energy II, rather than “SSO”. In the event that any additional work is

required for the Power Authority to accept the Facility from Astoria Energy II in

accordance with the Acceptance Procedure, the Power Authority, at its sole cost

and expense, shall perform such required work in order for the Facility to meet the

Acceptance Procedure requirements.

4.1.2.2

After the Power Authority accepts the Facility from Astoria Energy II, and prior

to the O&M Commencement Date, Con Edison shall accept all components of

the Facility from the Power Authority in accordance with the Acceptance

Procedures and the “Additional Acceptance Requirements for the Shunt

Reactors” as defined below and the terms herein.

4.1.2.3

Prior to Con Edison’s acceptance of the Shunt Reactors, Power Authority shall,

at its sole cost and expense, (i) comply with Con Edison Standard CE-ES-1003

(attached hereto as Appendix C ), (ii) replace all U type bushings therein, (ii)

reassemble the shunt reactors with all new gaskets, (iii) perform a dissolved gas

in oil analysis (“DGOA”), which shall include but not be limited to, Con

Edison and Power Authority’s joint review of any prior history of gassing, and

(iv) perform a joint review of any maintenance records for the shunt reactors

(the “Additional Acceptance Requirements for the Shunt Reactors”).

4.1.2.4

In the event that any additional work is required for Con Edison to accept the

Facility from the Power Authority in accordance with the Acceptance

Procedure and/or the Additional Acceptance Requirements for the Shunt

Reactors, the Power Authority, at its sole cost and expense, shall perform any

such work.

4.1.2.5

Con Edison shall not be obligated to accept the Shunt Reactors if Con Edison is

not reasonably satisfied with Power Authority’s compliance with the Additional

Acceptance Requirements for the Shunt Reactors. Except for the Shunt

Reactors, Con Edison shall not be obligated to accept any other components of

the Facility if Con Edison, in good faith, is not satisfied with the compliance of

the Acceptance Procedure by either Astoria Energy II or the Power Authority.

This process shall be repeated until such time as Con Edison accepts each

component of the Facility from the Power Authority in accordance herein.

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4.1.3

Commissioning. Prior to the O&M Commencement Date, all high voltage components

of the Facility and their associated auxiliary equipment shall be fully commissioned.

4.1.4

Inspection. At least thirty (30) days prior to the O&M Commencement Date, Con

Edison shall inspect the Facility to evaluate whether it was constructed and installed in

accordance with the Easement Grant. In the event Con Edison determines that the

Facility as constructed and installed does not comply with the Easement Grant, the

Power Authority, at its sole cost and expense, shall perform such required work in order for

the Facility to meet the Easement Grant requirements (“Additional Work”). Within thirty

(30) days after notice from the Power Authority that the Additional Work has been

completed, Con Edison shall re-inspect the Facility to confirm that the Facility complies

with the Easement Grant. This process shall be repeated until such time as Con Edison

determines that the Facility complies with the Easement Grant.

4.1.5

SPCC Plan. At least thirty (30) days prior to the O&M Commencement Date, the

Power Authority shall provide Con Edison with a draft Spill Prevention, Control, and

Countermeasure (“SPCC”) Plan for Con Edison’s review and comment. Provisions

relating to Con Edison’s implementation of the SPCC Plan, or any subsequent

modification of implementation provisions, are subject to Con Edison’s approval.

4.1.6

Certificate of Occupancy. Prior to the O&M Commencement Date, Power Authority

shall be required to provide Con Edison a valid temporary Certificate of Occupancy

(“TCO”) issued by the New York City Department of Buildings and Power Authority

shall be solely responsible, at its sole cost and expense, to renew such TCO until the

Power Authority obtains, at its sole cost and expense, a permanent Certificate of

Occupancy issued by the New York City Department of Buildings.

4.1.7

Con Edison Knowledge of the Facility. The Power Authority shall provide to Con

Edison two hard copies and an electronic copy of any and all of (i) a System Description

procedure, which shall be subject to Con Edison’s review and comment, (so that Con

Edison may draft alarm response procedures); (ii) plans developed for operating and

maintaining the Facility prior to the O&M Commencement Date for Con Edison’s

reference only, (iii) plans developed for commissioning and testing of the Facility prior

to O&M Commencement Date, including, but not limited to, archived configuration of

the protection and automation system, configuration files of the relays, Intelligent

Electronic Devices (“IEDs”) and Remote Terminal Units (“RTUs”), relay protection

system setting sheets, baseline commissioning data for the Facility, including but not

limited to, gas insulated switchgear (“GIS”), the reactors, disconnect switches and circuit

breakers; (iv) approved commissioning data, (v) as-left settings files or configuration

files for the protective relays, IEDs, RTUs, Human Machine Interface (HMI), IMUX,

(vi) a Facility Plan/Physical Layout, (vii) two complete paper sets and an electronic copy

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prints for all relay protection, automation, ABB GIS, AC/DC load boards, emergency

generator, back up design calculations, (viii) Manufacturer’s Specifications and

Instructions for the Facility, including but not limited to the Shunt Reactors and the

“PURS”(as defined in Exhibit A); and (ix) the Power Authority’s NERC Compliance

criteria.

4.1.8

Training. At Con Edison’s request, the Power Authority shall be solely responsible to

coordinate, provide and pay for all costs relating to operation, maintenance, reliability,

troubleshooting, and modification training for supervisors, mechanics, operators and

technicians in Con Edison’s Substation Operations Department who Con Edison

anticipates to be working at any portion of the Facility (including but not limited to all

Equipment listed in Appendix A).

4.1.9

Preventative Maintenance Procedures. At least sixty (60) days prior to the O&M

Commencement Date, Con Edison shall provide the Power Authority a copy of its

current preventative maintenance procedures (“PMP”) for the Facility, including but not

limited to CE-ES-1000 (attached hereto as Appendix D), which shall be subject to the

Power Authority’s review, comment, and approval. Con Edison and the Power

Authority shall work in good faith to review and finalize the PMP (“Finalized PMP”) at

least 30 days prior to the O&M Commencement Date. The Power Authority has the

final authority with regard to extending and/or reducing the periodicity of maintenance

and testing beyond the time periods as long as it is consistent with all regulatory

requirements, including but not limited to the NERC Reliability Standards, NPCC

Reliability Standards, NPCC Directories and NPCC Criteria Requirements. The Power

Authority retains the right but is not limited to request modifications to the Finalized

PMP throughout the Term of this Composite Agreement on sixty (60) days prior written

notice to Con Edison (“PMP Proposal”).

4.1.9.1

The Parties shall work in good faith to review and finalize any PMP Proposal

(“Updated PMP”) within sixty (60) days of receipt of the PMP Proposal. The

Power Authority has the final authority with regard to extending the

periodicity of maintenance and/or testing beyond the time periods outlined in

the Finalized PMP, or if there is no existing procedure for periodicity of

maintenance and/or testing, any rejection of or modification to Con Edison’s

recommendations.

4.1.9.2

The Power Authority assumes all risk with regard to any modifications it

requests and/or requires to the PMPs, the Finalized PMPs, the PMP Proposals

and/or the Updated PMP, including, but not limited to, rejections of Con

Edison’s recommendations and/or any modifications to the PMPs, the

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4.1.9.3

All Finalized PMPs and Updated PMPs shall be consistent with any and all

Applicable Legal Requirements, including but not limited to the NERC

Reliability Standards.

4.1.10 Insurance. The Power Authority will procure all insurance as required by Article

XVIII- Insurance herein and fully pay all such premiums.

4.2

O&M SERVICES. The Preparatory Work and Services and the Scope of Work shall be

referred to collectively in this Composite Agreement as the “O&M Services”. Con Edison shall

perform the O&M Services, at the Power Authority’s sole cost and expense, in accordance with

Con Edison Standards, which are consistent with, NERC Reliability Standards, NPCC

Reliability Standards, NPCC Directories and NPCC Criteria Requirements, the Finalized PMPs,

any Updated PMPs and the Power Authority’s specific terms as set forth in Exhibit C, with

persons who are skilled and trained to perform the O&M Services to the Facility and its

components.

4.2.1

In the event of a conflict between Con Edison Standards and either the Finalized PMPs,

any Updated PMPs, and/or Power Authority’s specific terms as set forth in Exhibit C, the

Finalized PMPs, any Updated PMPs and/or Power Authority’s specific terms as set forth

in Exhibit C shall take precedence and control. In the event of a conflict between any

Finalized PMP or any Updated PMPs and Power Authority’s specific terms as set forth in

Exhibit C, the Finalized PMPs or any Updated PMPs shall take precedence and control. In

the event of a conflict between a Finalized PMP and any Updated PMP, the Updated PMP

shall take precedence and control.

In the event that Con Edison subcontracts any portion of the O&M Services subject to

the Power Authority’s approval, and in accordance with Section 4.2.6, Con Edison shall

provide such subcontractor(s) with any applicable Con Edison Standards, Finalized

PMPs, Updated PMPs and as permitted by the provisions of Article XXI -

Confidentiality.

4.2.2

Access to and Use of the Power Authority Property. The Power Authority hereby

authorizes Con Edison (and any applicable subcontractor) to access and use any portion

of the Power Authority Property required by Con Edison, upon reasonable notice to

perform the O&M Services, except that no prior notice shall be required in cases of

emergency, as determined in Con Edison’s sole discretion. Such access and use shall be

permitted 24 hours a day, 7 days a week, 365 days of the year. Con Edison and any

applicable subcontractor will be required to comply with the Power Authority’s site

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the preceding sentence. In the event of emergency, Con Edison and/or its subcontractors

must immediately notify the NYPA ECC.

4.2.3

Best Available Retrofit Technology (BART). Con Edison (and any applicable

subcontractor) shall comply with 6 NYCRR Part 248 - Diesel Emissions Reduction Act and

Best Available Retrofit Technology (BART).

4.2.3.1 All diesel-powered Heavy Duty Vehicles (HDVs), greater than 8500 GVW,

owned by, operated by, or leased by Con Edison personnel and/or

subcontractor(s) personnel and used in the performance of the O&M work, shall

be powered by Ultra Low Sulfur Diesel Fuel (ULSD) and shall utilize BART.

4.2.3.2 Con Edison and any applicable subcontractor(s) shall submit proof of

compliance with 6 NYCRR Part 248, including a complete HDV

inventory/equipment list of all vehicles, equipment, etc. subject to review and

approval by the Authority for submission to the NYSDEC. Power Authority

will provide to Con Edison an inventory template, which Con Edison, at its sole

discretion, may choose to use. Con Edison shall be solely responsible for all

such costs and expenses which resulting from violations and/or fines from the

NYSDEC.

4.2.4

Preparatory Work and Services. Con Edison shall undertake all work reasonably

required to prepare to accept responsibility for the Scope of Work prior to the O&M

Commencement Date (the “Preparatory Work and Services”). The Preparatory Work

and Services shall include, but not be limited to, Facility inspections, , acceptance of the

Facility and any portions thereof, review of materials submitted by the Power Authority,

manufacturers and vendors, preparing an Engineering Description of the Astoria Annex

Substation, which shall include, but not be limited to, the automation design, the GIS,

AC/DC load boards, emergency diesel generator, and the relay system design, training,

preparing PMPs, review of the Power Authority’s submissions under this Composite

Agreement, including but not limited to the comments to the PMPs, PMP Proposals, the

SPCC plan, and initial inclusion, modification and maintenance of any and all drawing

and design basis information in the Con Edison document control systems.

4.2.5

Scope of Work. Except as limited by the “Excluded Services/Limited Services” (as

defined in Section 4.3) and subject to the “Conditions Precedent” (as defined in Section

4.1), commencing on the O&M Commencement Date, the “Scope of Work” shall mean

that Con Edison shall be responsible to operate, monitor, inspect, and perform ordinary,

preventative and corrective maintenance, testing, and protection system operations

assessment to the Facility in accordance with the terms of this Composite Agreement.

4.2.6

Subcontracting. At Power Authority’s sole cost and expense, Con Edison may

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subcontractor, which includes, but is not limited to, general maintenance of the Facility,

landscaping, minor building repairs, except that Con Edison may not subcontract the

portion of the O&M Services that involves operation of Equipment without the prior

written approval of the Power Authority as to the work to be subcontracted and/or the

subcontractor, except that Con Edison, in its sole discretion, may hire the

manufacturer/vendor of any portion of the Facility, to perform O&M Services,

including, but not limited to, periodic and corrective maintenance (one-off equipment/

major equipment) of the Facility, and the Power Authority shall be solely responsible for

all such costs and expenses.

4.2.7

Operating Communications- Astoria Annex Substation/ Energy Control Center. In

accordance with Article V - Services and Utilities, the Power Authority shall install and

maintain, at its sole cost and expense, two dedicated communication lines between the

Astoria Annex Substation and the Con Edison Energy Control Center (“Con Edison

ECC”) and such other communication lines as are necessary to operate any required fire

detection and alarm systems. Con Edison shall maintain continuous communication 24

hours a day, 7 days a week, and 365 days of the year, only through the Con Edison ECC.

Con Edison ECC shall notify the designated the Power Authority Energy Control Center

(“NYPA ECC”) dispatcher, of any emergency situation at the Astoria Annex Substation

as soon as practicable. In addition, the Power Authority shall install and maintain, at its

sole cost and expense, a regular phone line for all outside calls. The Power Authority

shall provide a Con Edison substation frequency band radio system for communication

between the Astoria Annex Substation operators and the Con Edison ECC.

4.3

EXCLUDED SERVICES/ LIMITED SERVICES:

4.3.1 Construction Defects. The O&M Services shall not include any operation, monitoring,

inspection, preventative or corrective maintenance, testing, or protection system

operations assessment relating to construction defects of the Facility, as reasonably

determined by Con Edison, except Con Edison will take any immediate action necessary

to protect persons and property from harm. The Power Authority shall be solely

responsible to promptly correct any such construction defects at its sole cost and

expense.

4.3.2 Capital Expenditures. The O&M Services shall not include any operation, monitoring,

inspection, preventative or corrective maintenance, testing, or protection system

operations assessment that requires a capital expenditure, including but not limited to

design changes in accordance with Section 4.3.3.

4.3.3 Design Changes. The Power Authority acknowledges that portions of the 15th Street

and Astoria Pressurization Plants, 15th Street and Astoria PURS and Shunt Reactors are

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however, the Power Authority acknowledges that a capital expenditure may be required.

In the event a design change is required, the Power Authority shall submit such design

change to Con Edison for its review and comment. The Power Authority shall be solely

responsible to pay for any costs relating to designing, constructing, installing and

implementing the design change. This shall apply to any and all such design changes.

4.3.4

Revenue Metering. Maintenance and calibration of the revenue metering

instrumentation, and Phase 1 Back-up Analog Telemetry equipment to the NYISO will be

performed by the Power Authority. Con Edison shall be notified at least two business days

prior to such scheduled calibrations and Con Edison reserves the right to witness the work

pursuant to the Article XXII - Right to Inspect/Observe Testing.

4.3.5

RTUs. Con Edison shall operate and maintain the Power Authority’s “Data and Control

RTU” and the Power Authority’s “Data Only RTU”.

4.3.6

Spare Parts. The Power Authority assumes sole responsibility to purchase, procure,

stock and restock any and all spare parts, including, but not limited to the “Major Spare

Parts” listed in Exhibit D, so that there is at least one spare for each major component

and other long lead items in use at the Facility at all times, and also including, but not

limited to, minor spare parts and regular consumables (“Minor Spare Parts”) as indicated

in Exhibit D, and “Other Parts and Equipment” as defined in Section 4.3.6.2. Except for

Minor Spare Parts and Other Parts and Equipment, both of which Con Edison shall

maintain in the Astoria Annex Substation, the Power Authority shall be solely

responsible to maintain any and all spare parts not stored at the Astoria Annex

Substation. The Power Authority may ship the Minor Spare Parts and Other Parts and

Equipment directly to Con Edison. All title and risk of loss to any Minor Spare Parts and

Other Parts and Equipment shall remain with the Power Authority until delivery to the

Astoria Annex Substation. Con Edison will review and use reasonable efforts to define

the required Minor Spare Parts needed to support the day-to-day operation of the

Facility.

4.3.6.1 The Power Authority shall be solely liable for any loss to any third party and/or

any loss or failure to the Facility arising from or relating to any failure to procure

and provide to Con Edison any and all spare parts, including Minor Spare Parts,

on a timely basis. Without limiting the generality of the preceding sentence, in

the event of an emergency, the Power Authority authorizes Con Edison to utilize

any installed spares in the Facility, including circuit breakers and disconnect

switches.

4.3.6.2 “Other Parts and Equipment” shall be any and all test equipment specified by

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4.3.6.3 Con Edison may request, by written notice to the Power Authority, to modify the

inventory of Minor Spare Parts and/or Other Parts and Equipment to be

maintained at the Astoria Annex Substation, and the Power Authority shall

respond in writing within thirty (30) days of its receipt of Con Edison’s request.

In the event the Power Authority does not respond within the time provided, such

request shall be deemed to be granted by the Power Authority.

4.3.6.4 All spare parts purchased by the Power Authority for the Facility shall be held at

the Power Authority’s Warehouse in Astoria, for exclusive use on Facility

equipment. Con Edison shall not use these items for Con Edison equipment

unless Con Edison obtains the Power Authority’s prior written approval. If Con

Edison uses any of the Power Authority spare parts for something other than the

Facility, Con Edison must promptly replace such spare parts at its own cost. Con

Edison shall be solely liable for any loss to any third party and/or any loss or

failure to the Facility arising from or relating to the use of the spare parts by Con

Edison. At Power Authority’s sole cost and expense, Con Edison assumes sole

responsibility for maintaining the Minor Spare Parts and Other Parts and

Equipment stored at the Astoria Annex Substation.

4.3.7

Performance of Excluded Services/ Limited Services. For any excluded or limited

services, the Power Authority shall be solely responsible, at its sole cost and expense, to

take such prompt action as may be required to ensure the continued regular operation of

the Facility.

4.3.7.1 In the event that Con Edison chooses to perform work or to provide equipment or

services which are not part of the O&M Services, it shall be at the Power

Authority’s sole cost and expense and subject to a separate written agreement

negotiated between the Parties.

4.3.7.2 In the event that the Power Authority hires a third party to perform work or to

provide equipment or services to the Facility which are not part of the O&M

Services, it shall be at the Power Authority’s sole cost and expense. In addition,

the Power Authority and the Power Authority Contractors shall comply with Con

Edison’s Standards, including but not limited to, Con Edison’s “General Rules

and Regulations,” “General Instructions Governing Work on System Electrical

Equipment” and the rules and procedures of Con Edison’s SSO and STO

Departments, including, but not limited to, a Con Edison employee holding all

substation work permits and e-HASP requirements.

ARTICLE V

SERVICES AND UTILITIES

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allow the Power Authority to use and occupy certain land at the Con Edison Lands, as

preliminarily shown on the Survey, attached hereto as Exhibit E, as required to permit

subsurface and/or aerial rights for telecommunications facilities, including phone lines and

communication lines, water lines, for potable water protection, two (2) 27 kV feeder(s) for

light and power, which shall be owned by Power Authority from the Y connection of the Con

Edison System to the Astoria Annex Substation, power supply from the Power Authority’s

transformers to the PURS, and the extension of dielectric oil cooling lines for the Q35L &

Q35M Transmission Lines. In obtaining the light and power for the Facility, Power Authority

shall obtain and pay for unbundled delivery service from Con Edison. Con Edison shall

provide the unbundled delivery service to the Power Authority under Con Edison’s Delivery

Service Rate Schedule, PASNY No. 4, as it may be revised or superseded from time to time.

The charges for the Con Edison delivery services referenced herein shall be based on quantities

of electricity that are delivered to the Facility and that are metered at the revenue meters. All

such utility/services facilities shall be owned by the Power Authority and shall be maintained

by Con Edison pursuant to the terms and conditions of this Composite Agreement.

5.2

Prior to the O&M Commencement Date, the Power Authority shall install, at its sole cost and

expense, (i) its own water meter at the Astoria Annex Substation, (ii) its own revenue/electric

meters for equipment in the Astoria Annex Substation, (iii) its own revenue/electric meter for

the PURS and Pressurization Plants at the Power Authority Property associated with Q35L &

Q35M Transmission Lines and (iv) at other locations as Con Edison reasonably requests for the

Facility. On or before the O&M Commencement Date, ownership of all such revenue meters

shall be transferred to Con Edison. The Power Authority shall establish accounts for any

services/utilities, including services, specified in Section 5.1 as applicable, in its own name.

The Power Authority shall be solely responsible to pay for any and all such services directly to the

provider of such services.

ARTICLE VI

COMPENSATION

6.1

Costs and Expenses. The Power Authority will reimburse Con Edison for all costs and

expenses associated with its O&M Services, including, but not limited to, its Preparatory Work

and Scope of Work and related services, equipment, materials, expenses , and any work,

services, or materials Con Edison provides in an emergency without the Power Authority’s

request in accordance with Con Edison’s accommodation services charges that are established in

accordance with the Public Service Commission tariff, as such tariff may be amended or

superseded. The accommodation services charges in effect as of the Effective Date of this

Composite Agreement are included hereunder Appendix E. Upon request, Con Edison shall

provide the Power Authority courtesy copies of its tariff prior to the O&M Commencement

Date and upon the Power Authority’s request thereafter.

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Services, which is attached hereto as Exhibit F.

Prior to the O&M Commencement Date, Con Edison will provide the Power Authority

a good faith estimate of the anticipated costs and expenses for the Scope of Work (on a

monthly and/or annual basis), which shall assume ordinary operating conditions for the

first calendar year of O&M Services. Following the first calendar year of its O&M

Services, and not later than June 30 of each year thereafter, Con Edison shall endeavor to

provide the Power Authority with a budget and work plan/schedule for the upcoming

calendar year.

The parties agree that a good faith estimate of the anticipated operation and maintenance

costs for the Astoria Annex Substation is Thirty Thousand Dollars ($30,000) per month for

the first ten years of the Term (“Initial Monthly Estimate”). The parties agree that the Initial

Monthly Estimate is only an estimate and does not include any unanticipated, out of the

ordinary expenses, or expenses relating to an emergency nor does it limit

Power Authority’s obligation in Section 6.1 to reimburse Con Edison for all costs and

expenses associated with the O&M Services.

Power Authority acknowledges that any estimates, preliminary budget information,

and/or budgets provided hereunder are subject to change due to various factors within or

outside of Con Edison’s control, including but not limited to, system conditions, storms,

equipment failure, inadvertent failure to include costs, changes to Applicable Legal

Requirements, and/or changes to the O&M Services as service progresses.

Accordingly, notwithstanding Con Edison’s provision of any estimate, preliminary

budget information and/or budget, the Power Authority shall reimburse Con Edison for

all of the costs and expenses that Con Edison incurs in providing the the O&M Services,

which includes, but is not limited to, the cost of labor, materials, and third-party services.

For corrective maintenance and for system conditions, which may not be foreseeable, all

labor hours are to be billed at the “Accommodation Billing Rate” (defined below).

6.1.2 Following the first calendar year of O&M Services, Con Edison shall endeavor to

provide the Power Authority with a five (5) year work plan/schedule for the Facility for the

upcoming five (5) years, including preliminary budgeting information.

6.2

Labor. Con Edison uses a fully-costed rate called an accommodation billing rate

(“Accommodation Billing Rate”) to invoice outside customers for actual labor hours worked.

The Accommodation Billing Rate includes, but is not limited to, vacations and other permitted

absences (non-productive time), premium payments for overtime, allowance for pension and

health insurance costs, payroll taxes and all other payroll related benefits, worker’s

compensation insurance costs and administration costs. The Accomodation Billing Rate uses

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with established tariffs. Upon request, annually or with each change, Con Edison shall provide the

Power Authority courtesy copies of the Accommodation Billing Rate schedules and the

Fringe Benefits rate, as such rates may change from time to time. Con Edison’s A&G as

approved in the New York State Public Service Commission Tariff (“NYS PSC Tariff”) is 4.0%

and is subject to change.

6.2.1 In order to meet the Power Authority’s invoice scheduling constraints under other

agreements between the Parties, Con Edison has historically invoiced the Power

Authority using an equivalent accommodation rate by manually adding established

provisions for overheads and indirects to the man-hour rate. This practice has been

agreeable to both parties and is preferred in some cases because it allows for full

disclosure of components of the Accomodation Rate.

6.2.2 During the term of this Composite Agreement, it is anticipated that Con Edison will

implement a new invoicing software that will enable automated invoicing at

Accommodation Billing Rates and it will no longer be necessary or feasible to continue

the manual practice currently referenced in Section 6.2.1 above, to calculate equivalent

rates. Upon implementation of this software, Con Edison will provide the Power

Authority with a supplemental schedule that clearly indentifies the various components

of each Accommodation Billing Rate to a substantially similar level of detail that exists

in the billing practices between the Parties as of the date of this Composite Agreement.

Upon request, annually or with each change, Con Edison shall provide the Power

Authority courtesy copies of this supplemental schedule.

6.3

Materials. Current replacement cost, actual invoice cost, or Con Edison Unit Cost as

applicable, Con Edison’s stores and handling rate (if applicable) as approved in the NYS PSC

Tariff is 14.50%. Upon request, Con Edison shall provide the Power Authority courtesy copies

of the tariff. Con Edison’s rate for storage and handling is subject to change from time to time.

6.4

Con Edison Vehicles. Con Edison’s hourly accommodation billing rates in effect at the time of

use.

6.5

Other Equipment or Services. Other equipment, services, janitorial services, grounds

keeping, security, gate repair and other ancillary services, and any outside contractors required for

performance of the work, Con Edison’s actual cost or billing rates, as applicable, plus the A&G

rate, if applicable, as such rates are changed from time to time.

6.6

Con Edison Engineering and Design. Hours taken to make initial inclusion, modification and

maintenance of any and all drawing and design basis information in the Con Edison document

control systems.

6.7

Sales Taxes. The Power Authority is exempt from New York State sales tax and vendors should

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6.8

Equipment Failure. In the event of equipment failure or any failure at the Facility, the Power

Authority shall be solely responsible to pursue any applicable claims for warranty and/or

reimbursement from the manufacturer, vendor, contractors who built the Facility or otherwise.

The Power Authority shall not delay payment of a Con Edison invoice during the pendency of

any such claim.

ARTICLE VII

REPORTING AND INVOICING

7.1

Con Edison will submit invoices for O&M Services performed by Con Edison within thirty

days following the end of each calendar month for the work performed and costs incurred

during the month.

7.2

For the performance of any O&M Services that Con Edison typically tracks on its work

management system (Maximo), Con Edison, by its Substation Operations Department, shall

generate and electronically deliver to the Power Authority such Maximo reports within thirty

(30) days after such work is performed. The Power Authority representative identified to

receive these reports is Robert Schwabe, Robert.schwabe@nypa.gov, 914-287-3794.

7.3

Invoices, either on their face or by attachment, will show:

7.3.1 Direct charges; the cost of Con Edison labor, including hours worked; the cost of Con

Edison supplied materials and supplies.

7.3.2 With regard to contracted services used, within ninety days after Con Edison receives the

invoices and any other supporting documentation from the contractors, Con Edison shall

provide the Power Authority the cost of contracted services used, including any invoices

and other supporting documentation.

7.3.3 A&G overheads that are included in direct charges, including the rate applied and the

calculation of the overhead amount.

7.3.4 Fringe Benefits overheads that are included in direct charges, including the rates applied

and the calculation of the Fringe Benefit overhead components.

7.3.5 Invoices will be submitted to the Power Authority at the following address:

Accounts Payable Department

123 Main Street

White Plains, New York 10601

RE: Astoria Annex Substation

cc: SENY Transmission Asset Manager

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7.4

With reasonable advance notice, the Power Authority will have the right, within two (2) years

after charges have been invoiced, to examine Con Edison’s books and records to verify the

accuracy of the charges under this Composite Agreement.

ARTICLE VIII

TAXES/PERMIT FEES

8.1

The rates and/or prices set forth in this Composite Agreement do not include any federal, state

or local license, privilege, sales, use, excise, gross receipts, value added or other like taxes

which may now or hereafter be applicable to, measured by or imposed upon the services, goods

and/or materials furnished hereunder and/or any payment due or collected for such services,

goods and/or materials. Con Edison will notify Vendors that the Power Authority is exempt

from taxes; the Power Authority agrees to reimburse Con Edison for any such taxes which the

Power Authority is responsible to pay. The rates and/or prices set forth in this Composite

Agreement also do not include any charge or fee for any Permits, Environmental Permits,

governmental or non-governmental authorizations, consents or permits, approvals that may be

required in connection with any services, goods and/or materials furnished hereunder. The

Power Authority agrees to pay any such charges and fees and to reimburse Con Edison for any

such charges and fees which Con Edison is required to pay.

ARTICLE IX

PAYMENT

9.1

Payment of each invoice will be due from the Power Authority within thirty (30) calendar days

after receipt.

9.2

All payments shall be made in the form of immediately available funds by wire transfer to a

bank account specified by Con Edison or in such other form as may be reasonably requested by

Con Edison. The wired funds will be deemed timely paid if received by the bank by close of

business on or before the due date of the payment.

9.3

All invoices that the Power Authority fails to pay when due will be subject to interest. Interest

will be computed from the date payment was due at the rate specified in Section 2880 of the

Public Authorities Law between the dates payment is due and is made. If the due date for any

payment falls on a national or the Power Authority holiday or on a Saturday or Sunday, payment

will be accepted as timely on the following business day; however, if payment is not received on

the following business day, interest will be computed from the day payment was due, the Power

Authority’s Prompt Payment Policy attached hereto as Appendix F, as may be amended from

time to time, shall apply. Upon the Power Authority’s request, Con Edison shall provide the

Power Authority with affidavits stating that the invoices for labor, equipment, services and

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ARTICLE X

WASTE MANAGEMENT

10.1

Within sixty (60) days of the effective date of this Composite Agreement, Con Edison shall

submit a Waste Management Plan that identifies the routine maintenance wastes that are

expected to be generated from O&M activities at the Astoria Annex Substation and the

approximate frequency and quantities of such waste generation. Con Edison shall provide the

name of a designated contact person for notification purposes for the management and handling of

wastes from the Astoria Annex Substation. The Power Authority shall provide the name of a

designated contact person for notifications regarding such waste.

10.2

The Power Authority shall be responsible for obtaining an EPA identification number for the

Astoria Annex Substation, if required. Con Edison shall provide and execute any documents

requested by the Power Authority in support of obtaining an EPA identification number for the

Astoria Annex Substation operations.

10.3

Con Edison shall manage wastes generated from O&M activities in accordance with

Environmental Laws. Only wastes generated from the Astoria Annex substation O&M

operations may be stored on-site. Con Edison shall notify the Power Authority within seven (7)

days of waste generation to enable the Power Authority to make the appropriate arrangements

for off-site transportation and disposal of wastes. The Power Authority shall arrange for

transportation and disposal of the waste within thirty (30) days of being notified by Con Edison

of waste generation.

10.4

In the event of a scheduled maintenance activity that is expected to generate a large amount of

waste that cannot be staged on-site due to space constraints, Con Edison shall notify the Power

Authority at least thirty (30) days prior to the scheduled date, so that the Power Authority can

make necessary arrangements for transportation and disposal of the waste. Wastes generated from

this type of activity shall be coordinated with the Power Authority in such manner as to allow that

shipment to be made using a Part 364 transporter to a the Power Authority-approved TSDF, and

the Power Authority contact person to be present on-site at the time of shipment to sign the

manifest, bill of lading, or other shipping paper.

10.5

Con Edison shall provide the Power Authority with the Hazardous Waste Emergency Response

Preparedness information required in 6 NYCRR Part 372.2 (a) (8) (iii) (e), (emergency phone

numbers, location of nearest fire extinguisher, spill kit, alarms, etc.) for the Astoria Annex

Substation, and shall maintain a current and updated posting of this information on-site adjacent

to the designated hazardous waste storage area, if required. Con Edison shall maintain spill kits

and other emergency response equipment, if necessary, at the Astoria Annex Substation. In the

event of a Release of hazardous waste, Con Edison shall take immediate action to contain and

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ARTICLE XI

STORM WATER MANAGEMENT FOR POST-CONSTRUCTION WATER QUALITY

CONTROL

Notice of Intent (NOI) forms and Storm Water Pollution Prevention Plans (SWPPP) are

prepared and submitted to NYSDEC for regulated facilities in order to obtain a NYSDEC SPDES

Multi-Sector General Permit for Storm Water Discharges Associated with Industrial Activities (GP-0-

06-002). Separate substations, those not associated with a steam electric generating facility, are not a

designated regulated sector by NYSDEC and are therefore not required to obtain coverage nor prepare

such documents. Additionally, there is no point source discharge of pollutants to Waters of the State or

a Municipal Separate Storm Sewer System (MS4). Post construction storm water controls are achieved

by passive measures (natural infiltration) for non-containment areas. Notwithstanding the foregoing, in

the event of changes in Applicable Legal Requirements relating to storm water, non-point source, or

point source discharges, Power Authority shall take all necessary steps to comply at its sole cost and

expense.

ARTICLE XII

ENVIRONMENTAL PROVISIONS

12.1

Release Reporting Requirements:

(a)

The Parties agree that in the event that either Party discovers on or about the Easement

Area (as defined in the Easement Grant, as may be amended) or the Facility any condition or incident

reasonably believed to trigger any of the reporting obligations set forth in Section 12.1 (b), the

discovering Party shall use commercially reasonable efforts to provide relevant information as quickly as

practicable to the other Party by telephone or email, followed by written confirmation.

(b)

The Power Authority shall report to the proper Governmental Authorities any reportable

Releases within the time required by applicable federal, state, local, and Environmental Laws, or Power

Authority requirements, provided that if Con Edison is the discovering party, it provides the Power

Authority with relevant information regarding such Release within sufficient time for the Power

Authority to make such notification. In the event that Con Edison does not receive confirmation and

documentation (e.g. by e-mail or facsimile) that the Power Authority has reported such reportable

Release within the time required by applicable federal, state, local, and Environmental Laws, or Power

Authority requirements, Con Edison may report such Release. If any penalties are assessed against

Con Edison by a Governmental Authority due to the Power Authority’s failure to report the Release

within the time required under applicable Environmental Law, the Power Authority shall indemnify

Con Edison for any such assessed penalties pursuant to Section 12.5 of this Composite Agreement.

(c)

In the event that Con Edison discovers on or about the Easement Area or the Facility any

condition or incident reasonably believed to trigger any of the reporting obligations set forth above,

Con Edison shall promptly take all actions reasonably necessary to control and contain the release as

are consistent with applicable federal, state, local, and Environmental Laws, or Power Authority

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there under (including the Facility), from any such conditions. This Section 12.1 (c) does not change

any rights or obligations of the Parties with respect to Remediation under Section 12.2.

12.2

Remediation:

(a)

The Power Authority shall be responsible for the performance of any Remediation

required under applicable federal, state, local, and Environmental Laws, or Power Authority

requirements or as determined by any Governmental Authority, in order to address (i) the existence or

suspected existence of Hazardous Substances in, on, or under the Easement Area that are discovered or

encountered as a result of the Power Authority’s ownership or operation of the Facility or the

performance of O&M Services under this Composite Agreement (each, a “Discovery”); and (ii) any

Release or threatened Release in, on, under, over or migrating to, from or through the Con Edison

Lands or the Facility caused by or relating to the Power Authority’s ownership or operation of the

Facility or the performance of the O&M Services under this Composite Agreement (the “Required

Remediation”). The Power Authority shall promptly take all actions as are necessary to perform (a)

Remediation of any such Release or Discovery, and (b) such other work as may be required by any

Governmental Authority to safeguard the health, safety or welfare of any persons, the Con Edison

Lands and any improvements thereon or there under (including the Facility), from any Release or

threatened Release or Discovery. In the case any Remediation is required, the Power Authority shall be

responsible for restoring the affected portion or portions of the Con Edison Lands, together with any

and all affected soil and groundwater, to the functional and topographical condition that existed prior to

the Release and Remediation, as well as to the condition required by Environmental Laws, and as

necessary to satisfy the requirements of any Governmental Authority exercising jurisdiction with

respect to the Con Edison Lands for such Release or Discovery.

(b)

Any Remediation required to be performed by the Power Authority pursuant to Section

12.2 (a) above, may be performed by Con Edison if: (i) the Parties agree that Con Edison shall perform

some or all of such Remediation; or (ii) Con Edison is required to perform the Remediation by a

Governmental Authority.

(c)

In the event that Con Edison performs any Required Remediation, the Power Authority

shall pay to Con Edison 100% of all of its costs and expenses associated with such Remediation.

(d)

In connection with any Required Remediation, the Party performing the Remediation

shall provide the non-performing Party with copies of all work plans required by a Governmental

Authority. In addition, the performing Party shall keep the non-performing Party apprised of the status

of any such Remediation. The Parties will each use commercially reasonable efforts to cooperate with

each other in order to minimize each Party’s costs related to any Required Remediation necessary to

satisfy applicable Environmental Law obligations and securing closure of any such obligations.

12.3 SPCC Plans:

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Environmental Laws; and (iv) Conducting periodic inspections of the Facility to monitor compliance

with the SPCC Plan.

(b)

Con Edison shall be responsible for implementation of the SPCC Plan so long as Con

Edison has had an opportunity to review and approve the implementation sections of the SPCC Plan as

set forth in Section 4.1.4. Con Edison shall inspect potential spill areas on a weekly basis and keep a

permanent log of such inspections which log will be available for inspection by the Power Authority.

12.4

Community Right to Know

(a)

Chemical Inventory: Con Edison shall develop and maintain an inventory of all

chemicals and hazardous substances, subject to reporting requirements under the Community Right To

Know Law, stored or used at the facility by [insert date]. Con Edison shall notify the Power Authority

within five (5) business days whenever a new such chemical or hazardous substance is brought on to the

facility or whenever such chemical or hazardous substance is removed from the facility.

(b)

Risk Management Plan: The Power Authority shall be responsible for:

Preparing, submitting, and maintaining the Risk Management Plan (“RMP”) for

the Facility in compliance with Environmental Laws; and

ii.

Conducting periodic inspections of the Facility to monitor compliance with the

RMP.

At least thirty (30) days prior to the O&M Commencement Date, the Power Authority shall

provide Con Edison with a draft RMP for Con Edison's review and comment. Provisions relating to

Con Edison's implementation of the RMP, or any subsequent modification of implementation

provisions, are subject to Con Edison's approval.

Con Edison shall be responsible for the implementation of the RMP so long as Con Edison has

had an opportunity to review and approve the implementation sections of the RMP.

(c)

Material Safety Data Sheets: The Power Authority shall obtain and submit Material Safety

Data Sheets (“MSDS”) for any Extremely Hazardous Substance (“EHS”) present at the facility in an

amount equal to or greater than its Threshold Planning Quantity (“TPQ”) or any OSHA hazardous

substance present at the facility in an amount equal to or greater than 10,000 pounds to the State

Emergency Response Commission (“SERC”), the Local Emergency Planning Committee (“LEPC”), and

the local fire department within three (3) months of their acquisition.

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(e)

Facility Inventory Forms and 209-U Forms: After the O&M Commencement Date, the

Power Authority shall be responsible for the filing of all Facility Inventory Forms (“FIF"), 209-U forms and

any other forms relating to the disclosure of hazardous substances that may be required under

Applicable Law and for the payment of all associated filing fees, and shall provide: Con Edison with a copy

of each such filing. Con Edison shall be responsible for providing Power Authority with

information related to the chemical inventory under Con Edison's custody and control at the Facility in

sufficient time to allow Power Authority to complete the required forms.

12.5

Environmental Indemnification:

(a)

The Power Authority shall indemnify, defend, and hold harmless Con Edison, its

affiliates and their respective directors, officers, shareholders, and employees (collectively, the “Con

Edison Indemnified Parties”) for any and all Environmental Liabilities arising out of or in connection

with (i) the existence of or any actual or threatened Release or Discovery on, over, above, under or

around the Easement Area and any migration of such Hazardous Substances on, to or through the Con

Edison Lands; (ii) any initial control and containment of a Release in the Easement Area; (iii) Required

Remediation; and (iv) the transportation and disposal of any and all wastes from the Facility and the

Easement Area, as well as any and all wastes subject to Required Remediation on the Con Edison

Lands that occurs from the date of the Power Authority ownership of the Associated Equipment

forward. This obligation shall include the burden and expense of defending all claims, suits and

administrative proceedings and conducting all negotiations of any description, and paying and

discharging, when and as the same become due, any and all judgments, penalties or other sums due

against the Con Edison Indemnified Parties.

12.6 Environmental Notices:

(a)

Except as expressly provided in this Article XII, all notices and other communications

required or contemplated under this Article XII shall be in writing and shall be delivered by United

States Postal Service, by Federal Express or other private courier service or hand delivered, or e-mailed

to:

If to the New York Power Authority:

Name:

John Kahabka

Address:

123 Main Street

White Plains, NY 10601-3170

E-mail:

John.Kahabka@nypa.gov

Telephone:

914-681-6308

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Address:

Consolidated Edison Company of New York, Inc.

4 Irving Place, New York, NY 10003

E-mail:

Hudmana@coned.com

Telephone:

212-460-6564

12.7 Survival:

The Parties obligations under this Article XII shall survive the termination or

expiration of this Composite Agreement.

ARTICLE XIII

SF6 GAS EQUIPMENT

13.1

Certain Power Authority-owned equipment at the Facility will contain sulfur hexafluoride

(“SF6”) gas (the “SF6 Gas Equipment”). During the construction or commissioning of the

Facility, any leakage of SF6 gas from the equipment or otherwise, shall be calculated by the

Power Authority’s vendor or contractor and reported to the proper Governmental Authority by

the Power Authority. Prior to Con Edison’s acceptance of the Facility, the Power Authority

will certify that all SF6 Gas Equipment is free of leaks and that any SF6 emissions that

occurred during construction or commissioning of the Facility have been reported to the proper

Governmental Authority. Con Edison shall have the right to conduct its own check of the

equipment and Facility to ensure that the SF6 equipment has been delivered free of leaks. Con

Edison shall report any leaks that are discovered to the Power Authority and Con Edison will be

responsible for fixing the leaks.

13.2

Responsibilities of the Parties with respect to SF6 Gas Equipment

13.2.1.1

The Power Authority’s Responsibilities

As set forth in detail on Exhibit C, the Power Authority shall be responsible for: (i) supplying

all equipment that is necessary to maintain, test and replace any SF6 Gas Equipment at the

Facility; (ii) pursuant to Section 4.1.8 above, provide all training it requires for the handling of

SF6 Gas Equipment to Con Edison personnel at the Power Authority’s sole cost and expense;

and (iii) reporting to the proper Governmental Authorities all releases and losses of SF6 gas to

the environment.

13.2.2 Con Edison’s Responsibilities

As set forth in detail on Exhibit C, Con Edison shall be responsible for (i) handling all SF6 gas

and SF6 Gas Equipment at the Facility in a manner that minimizes releases; and (ii) for tracking

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ARTICLE XIV

COMPLIANCE MODIFICATIONS AND UPGRADES

14.1

In the event that the Facility requires any construction, alteration, modification to comply with

Applicable Legal Requirements (“Compliance Modifications and Upgrades”), the Power

Authority at its sole cost and expense, shall engineer, procure equipment, and perform the

construction, alteration and modification for the Compliance Modifications and Upgrades in

accordance with Good Utility Practice, Con Edison Standards and other reasonable conditions

required by Con Edison.

14.2

The Power Authority shall provide for coordination for Con Edison review of plans,

construction oversight, and reimbursement to Con Edison for all such costs and expenses.

14.3

The Power Authority shall deliver to Con Edison “as built” drawings, plans, information, and

any other documents that are reasonably required by Con Edison, and provide, at the Power

Authority’s sole cost and expense, all training to assure that Con Edison is equipped and

prepared to perform the Scope of Work hereunder.

14.4

Con Edison shall approve and accept for operation and maintenance the Compliance

Modifications and Upgrades to the extent engineered, procured, and constructed in accordance

with this Article XIV- Compliance Modifications and Upgrades; thereafter, the Power Authority

shall transfer operation and maintenance of the Compliance Modifications and Upgrades to Con

Edison and operation and maintenance of such Compliance Modifications and Upgrades shall

be included within Con Edison’s Scope of Work, except to the extent limited in writing by the

Parties.

ARTICLE XV

SUPERSEDENCE

15.1

So long as this Composite Agreement shall remain in effect it supersedes any applicable,

conflicting portions of the Astoria Unit 6 Operating Composite Agreement dated January 9,

1981 and any subsequent amendments.

ARTICLE XVI

FORCE MAJEURE

16.1

Except for obligations to make payments when due, each party shall be excused from

performance under this Composite Agreement to the extent the party is prevented from or

delayed in performing for any reason beyond its reasonable control, including, but not limited

to, acts of God, acts or failures to act of any governmental authority or of the other party,

accidents, strikes or other labor disputes, declared or undeclared wars, riots, inclement weather,

fires, floods, failures or delays of sources of supply and failures or delay in transportation.

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ARTICLE XVII

DEFAULT

17.1

General. No Breach shall exist where such failure to discharge an obligation (other than the

payment of money) is the result of Force Majeure as defined in this Composite Agreement or

the result of an act or omission of the other Party. Upon a Breach, the non-Breaching Party

shall give written notice of such to the Breaching Party. The Breaching Party shall have thirty

(30) Calendar Days from receipt of the Breach notice within which to cure such Breach;

provided however, if such Breach is not capable of cure within thirty (30) Calendar Days, the

Breaching Party shall commence such cure within thirty (30) Calendar Days after notice and

continuously and diligently complete such cure within ninety (90) Calendar Days from receipt

of the Breach notice; and, if cured within such time, the Breach specified in such notice shall

cease to exist.

17.2

Right to Terminate. If a Breach is not cured as provided in this Article XVII, or if a Breach is

not capable of being cured within the period provided for herein, the non-Breaching Party shall

thereafter have the right to declare a Default and terminate this Composite Agreement by

written notice at any time until cure occurs, and be relieved of any further obligation hereunder

and, whether or not the Parties terminate this Composite Agreement, to recover from the

Breaching Party all amounts due hereunder, plus all other damages and remedies to which they

are entitled at law or in equity. The provisions of this Article will survive termination of this

Composite Agreement.

ARTICLE XVIII

INSURANCE

18.1

The Power Authority shall procure and maintain the following insurance at its own expense

throughout the Term of this Composite Agreement, with at least the monetary limits specified. The

insurance shall be placed with insurance companies acceptable to Con Edison. Policy

deductibles and/or self insured retentions on any insurance required by this Article XVIII shall be

permitted only if such deductibles and/or self insured retentions are commensurate with

Good Utility Practice. The Power Authority shall be required to notify Con Edison in writing of

any increase in policy deductible and/or self insured retention at least thirty (30) days prior to the

effective date of any such policy deductibles/self insured retention so that Con Edison can give the

Power Authority notice of any objection(s). The parties shall work in good faith to

resolve any such objection(s) to the proposed policy deductibles.

18.1.1 Commercial General Liability Insurance, including contractual liability (“CGL”) with

limits of $35,000,000 on a claims first made policy. The Authority may elect, at its

option, to self insure the first $2 million in coverage. The insurance shall contain no

exclusions for explosion, collapse of a building or structure, or underground hazards.

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18.1.2 Comprehensive Automobile Liability Insurance (“CAL”), covering all owned, non-

owned and hired automobiles used by the Contractor or any Subcontractors, with limits of

$1,000,000 per occurrence for bodily injury or death and $500,000 per occurrence for

property damage or a combined single limit of $1,000,000 per occurrence.

18.1.3 Statutory workers’ compensation insurance as required by all applicable laws and

employer’s liability insurance, including in respect of accidents and occupational

diseases, with a limit of not less than $1 million per accident for each person and a

policy limit of not less than $1 million for each occupational disease.

18.1.4 For all of the insurance required by this Article XVIII, except workers’ compensation

and CAL, Power Authority shall name both Consolidated Edison, Inc. and Consolidated

Edison Company of New York, Inc. as additional insureds for the full specified limits

required herein, and such insurance shall be primary and non-contributory coverage as to such

additional insureds. All insurance policies of the Power Authority required herein shall

include waivers of subrogation in favor of Consolidated Edison, Inc. and

Consolidated Edison Company of New York, Inc.

18.1.5 Power Authority shall, or Power Authority cause Astoria Energy II to, procure and

maintain Builders Risk Insurance, including boiler and machinery coverage, covering the

Astoria Annex Substation on an all risk basis, including flood and earth movement

coverage, on a full replacement cost value basis until final completion, successful testing and

acceptance of the Second Power Block and the Astoria Annex Substation.

18.1.6 The Power Authority shall procure and maintain Property Insurance, including boiler

and machinery coverage, covering the Astoria Annex Substation on an all risk basis,

including flood and earth movement coverage, on a full replacement cost value basis to

cover the Astoria Annex Substation for the Term of this Composite Agreement;

18.2

At least thirty (30) days prior to the O&M Commencement Date, the Power Authority shall

furnish Con Edison with Certificate(s) of Insurance covering all required insurance, signed by the

insurer or its authorized representative, certifying that the required insurance has been

obtained. Such certificates shall state that the policies have been issued and are effective, show

their expiration dates, and state that Con Edison is an additional insured with respect to all

coverage’s enumerated in paragraph 18.1 above. Power Authority shall provide Con Edison with

at least fifteen (15) days' written notice prior to the effective date of cancellation of the insurance or

of any changes in policy limits or scope of coverage.

18.3

Con Edison shall have the right to require the Power Authority and, as applicable, to cause the

Power Authority to request Power Authority’s Contractors to provide reasonable increases to the

policy limits of all CGL insurance and CAL insurance provided that no such increases shall be

made within the first four (4) years of the Term of this Composite Agreement.

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18.4

The Power Authority agrees that this is an insured contract. The insurance required herein is

intended to cover Con Edison for its own liability (except for liability stemming from Con

Edison’s own sole gross negligence) or any other cause of action in any claim or lawsuit for

bodily injury or property damage arising out of the O&M Services and/or this Composite

Agreement.

18.5

For purposes of interpretation or determination of coverage of any policy of insurance or

endorsement thereto, Power Authority shall be deemed to have assumed tort liability for any

injury to any Power Authority Contractors, Con Edison or any contractors hired by Con Edison

arising out of the performance of the work, including injury caused by the partial or sole

negligence of Con Edison (except for liability stemming solely from Con Edison’s own gross

negligence) and notwithstanding any statutory prohibition or limitation of Power Authority’s

obligations hereunder.

18.5.1 The Power Authority’s Contractors shall be required to procure and maintain Workers’

Compensation and Employer’s Liability insurance, CAL with limits not less than

$1,000,000 per occurrence and CGL with limits not less than $5,000,000 per occurrence

and such insurance may be satisfied through primary and excess policies and must name

Con Edison and Consolidated Edison Inc as additional insureds. The Power Authority’s

contractors and subcontractors must name Con Edison and Consolidated Edison Inc. as

additional insured’s. Con Edison’s contractors and subcontractors hired for any portion

of the performance of the O & M Services shall be required to procure and maintain

Workers’ Compensation and Employer’s Liability insurance, CAL with limits not less

than $1,000,000 per occurrence and CGL with limits not less than $5,000,000 per

occurrence and such insurance may be satisfied through primary and excess policies and

must name the Power Authority as an additional insured. Con Edison’s and NYPA’s

contractors and subcontractors’ insurance will be primary and non-contributory to any

insurance carried by NYPA or the Con Edison or Consolidated Edison, Inc.. All

insurance policies of the Power Authority’s Contractors and Con Edison’s contractors

and subcontractors’ shall include waivers of subrogation in favor of the Power Authority,

Consolidated Edison, Inc. and Consolidated Edison Company of New York, Inc.

18.6

Certificates of insurance identifying the Insurance required by this Article XIX shall be sent to:

Consolidated Edison Company of New York, Inc.

4 Irving Place, New York, NY 10003

Attention: Insurance/ Risk Manager’s Department, 2nd Floor

New York the Power Authority

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Attention:

Insurance/Risk Management, 16th Floor

ARTICLE XIX

INDEMNIFICATION, NO CONSEQUENTIAL DAMAGES, OUTAGES

19.1

Indemnification/Limitation of Liability. To the fullest extent permitted by law, the Power

Authority shall indemnify, defend, and hold harmless Con Edison, its trustees, officers,

employees, and agents (collectively, the “Protected Parties”) from and against any and all direct

claims, actions, liabilities, damages, costs, and expenses (including without limitation attorney

fees and other legal costs and expenses), whether based in contract, tort or otherwise, which are

asserted, suffered, or incurred by any person or entity (including the Power Authority and the

Protected Parties) and which arise from, relate to, or are connected with (i) the services, goods

and/or materials furnished by Con Edison hereunder or performed by contractors hired by Con

Edison, including, but not limited to, the O&M Services (ii) any act or omission of the Power

Authority and/or the Power Authority’s Contractors, (iii) (iv) Compliance Modifications and

Upgrades, and/or (v) any and all violations of NERC Reliability Standards, NPCC Reliability

Standards, FERC, NPCC Directories and/or NPCC Criteria Requirements that occurred prior to

the O&M Commencement Date and/or during the Term, until Con Edison has assumed the

obligation to comply with each individual NERC Reliability Standard, as provided for in

section 3.1 herein, and (vi) a breach of this Composite Agreement by the Power Authority,

including but not limited to, any breach of Power Authority’s warranties and representation

contained herein .

To the fullest extent permitted by law, the Power Authority hereby irrevocably and

unconditionally agrees to release and forever discharge the Protected Parties from any and all

liability for any violations of NERC Reliability Standards, NPCC Reliability Standards, FERC,

NPCC Directories and/or NPCC Criteria Requirements and to waive any and all rights to

recover any costs, fines and/or penalties from the Protected Parties or any of them in the future

for the period prior to Con Edison assuming the obligation to comply with such NERC

Reliability Standards.

19.2

No Consequential Damages. To the fullest extent permitted by law, neither the Protected

Parties nor the Power Authority shall be liable, whether in contract, tort (including negligence,

gross negligence, and strict liability), or otherwise, for any special, indirect, incidental, or

consequential damages (including but not limited to damage, loss, liability, costs, and expenses

resulting from loss of use, loss of business or business opportunities, loss of profits or revenue,

costs of capital, loss of goodwill, claims of customers, claims of unrelated companies and other

third parties, cost of purchased or replacement power, and like items of special, indirect,

incidental, or consequential loss and damage) asserted, suffered, or incurred by any person or

entity (including the Power Authority and the Protected Parties), which arise from, relate to or

are connected with the services, goods and/or materials furnished by Con Edison hereunder

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Protected Parties or any of them. The damages referred to in this Paragraph 19.2 are hereinafter

referred to as the "Consequential Losses." To the fullest extent permitted by law, the Power

Authority hereby irrevocably and unconditionally agrees to release and forever discharge the

Protected Parties from any and all liability for any Consequential Losses and to waive any and

all rights to recover any Consequential Losses from the Protected Parties or any of them in the

future. To the fullest extent permitted by law, the Protected Parties hereby irrevocably and

unconditionally agree to release and forever discharge the Power Authority from any and all

liability for any Consequential Losses and to waive any and all rights to recover any

Consequential Losses from the Protected Parties or any of them in the future.

19.3

If a court of competent jurisdiction determines that any provision or application of any

provision of 19.1 or 19.2 of this Article XIX is unenforceable, the cumulative liability of the

Protected Parties with respect to anything done in connection therewith (whether such liability

is based on contract, tort (including negligence, gross negligence, and strict liability) or

otherwise, shall not exceed the price of the services, goods and/or materials on which such

liability is based. If a court of competent jurisdiction determines that any provision 19.1 or 19.2

of this Article XIX or the preceding sentence of this Paragraph 19.3 is unenforceable, such

court shall limit the operation of such provision so as to give it the effect intended to the fullest

extent permitted by law.

19.4

Manpower Limitations/ Con Edison Emergencies. Con Edison’s obligation to furnish the

O&M Services shall, at all times (including, without limitation, during any period after which

work has commenced to furnish such services, goods or materials), be subject to the availability

of Con Edison personnel to furnish such services, goods or materials, taking into account the

services, goods or materials to be furnished to the Power Authority and the need for Con Edison

personnel to furnish services, goods or materials relative to Con Edison’s electric, gas and/or

steam systems, which availability shall be determined in the sole discretion of Con Edison.

Without limitation of any provision of this Composite Agreement that excuses or limits

liability, any failure or delay by Con Edison in furnishing any services, goods or materials due

to such unavailability of Con Edison personnel (such unavailability being determined in the

sole discretion of Con Edison) shall be excused and shall not give rise to any liability. Con

Edison will endeavor to provide the Power Authority with such advance notice as may be

practicable under the circumstances of the unavailability of its personnel as described in this

Paragraph.

19.5

Outages. Since actual scheduled outages to perform work at the Facility are subject to NYISO

approval, such approval is beyond the control of Con Edison, and Con Edison shall not in any

fashion be liable to the Power Authority or any third parties for any delay in the NYISO’s

approval of such Facility scheduled outages. If an emergency situation (including without

limitation, a blackout or facility outage that could result in load loss) should occur on its system

that would require diversion of the personnel performing the O&M Services, then such

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for any delay or NYISO outage denial that is related to the Power Authority’s responsibilities

under this Composite Agreement or otherwise. the Power Authority acknowledges and agrees

that any outage may be cancelled by Con Edison on little or no notice, or for any reason

whatsoever, with Con Edison having no liability

19.6

Coordination and Communication with the NYISO.

19.6.1 Removal of equipment from service and coordination of scheduled outages. All

scheduled work at the Facility shall be scheduled utilizing Con Edison’s Outage

Scheduling System. Such outages will be coordinated by Con Edison Substation

Operations’ Planning Department. If regular and routine maintenance requires a full or

partial outage of the Facility, Con Edison shall use reasonable efforts to schedule such

work to reasonably coincide with planned plant or Facility outages. Con Edison shall

notify the NYISO of all scheduled, forced or emergency outages at the Facility on behalf

of the Power Authority as outlined in the Outage Scheduling Policy section of the

NYISO Outage Scheduling Manual. Con Edison shall notify the Power Authority, either

verbally or in writing, of all upcoming scheduled outage work at the Facility.

19.6.2 Generator Derates and Basepoints. Con Edison shall adhere to standard

communication protocols between the NYISO and Astoria Energy II via the Con Edison

Energy Control Center as established by the NYISO communication protocols for

communication between generating facilities and the NYISO, as may be amended from

time to time.

19.6.3 Additional Third Party Generators. At the point when the Power Authority

reasonably determines that it is likely that a third party generator may interconnect to the

Astoria Annex Substation, the Power Authority shall provide Con Edison prompt written

notice of same and Con Edison shall be allowed to participate, at reasonable intervals, in the

discussions between the Power Authority and any such third party Generator. In addition, at

reasonable intervals, Power Authority shall provide written notice of the status of

negotiations between the Power Authority and the proposed interconnection of any third

party generator to the Astoria Annex Substation.

19.7

Notwithstanding anything to the contrary in this Article XIX, Power Authority and Con Edison

agree that Article XII of this Composite Agreement, rather than Article XIX, shall govern the

matters that are the subject of such Article XII in accordance with the terms set forth in Article

XII.

19.8

The provisions and obligations of this Article XIX shall survive the expiration or earlier

termination or of this Composite Agreement.

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ARTICLE XX

NO WARRANTY/ DISCLAIMERS

20.1

Con Edison shall have no responsibility for any matter caused by the acts or omissions of others,

including any improper installation, construction, testing, maintenance, repair, modification or

operation of the Facility or any portion thereof on which Con Edison has rendered O&M

Services.

20.2

ANY GOODS OR MATERIALS THAT MAY BE FURNISHED BY CON EDISON

HEREUNDER ARE SOLD AS IS AND WHERE IS. Any description of the goods contained in

any document relating to this sale is for reference purposes only and is not intended to be

construed as a warranty relating to condition or completeness.

20.3

THE FOREGOING APPLICABLE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL

OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED

(INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR

PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF

DEALING OR USAGE OF TRADE), ALL OF WHICH OTHER WARRANTIES ARE

HEREBY DISCLAIMED.

20.4

Notwithstanding anything contained herein to the contrary, any inspection of the Facility or

acceptance of the Facility by Con Edison, either before, during or after construction or

installation thereof, does not constitute any representation, warranty, or assumption of liability

by Con Edison, or any release of the Power Authority’s obligations or warranties hereunder, or

under the Easement Grant or any other contract, with respect to any aspect thereof whatsoever.

20.5

Approval by Con Edison of any document, plan, design, including but not limited to, SPCC

plans, SWPPP, Permits, Environmental Permits, remediation plans, or any other item, shall not in

any way release the Power Authority or the Power Authority’s Contractors from its or their own

responsibilities and obligations required by this Composite Agreement or otherwise,

including but not limited to, Applicable Legal Requirements, Environmental Laws,

Environmental Permits, Good Industry Practice, or other good and reasonable professional

conduct, nor shall such approval by Con Edison constitute an assumption by Con Edison of any

responsibility in any way, shape, or form.

20.6

All questions concerning interpretation of the Con Edison Standards shall be referred to the

appropriate Con Edison Department, whose determination shall be conclusive.

ARTICLE XXI

CONFIDENTIALITY

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or the Power Authority in connection with this Composite Agreement are intended for the sole

use of the Power Authority in determining the completeness of the work performed and for use

in the continued operation and/or maintenance of the Facility. Except as required by law,

disclosure by the Power Authority to third parties of documents created by Con Edison and/or

third parties retained by Con Edison is prohibited without the prior written consent of Con

Edison. All specifications, drawings, technical information and reports furnished by the Power

Authority or its contractors in connection with this Composite Agreement are intended for the

sole use of Con Edison in connection with its performance under this Composite Agreement.

Disclosure by Con Edison of such documents to third parties is prohibited without the prior

written consent of the Power Authority.

ARTICLE XXII

RIGHT TO INSPECT/ OBSERVE TESTING

22.1

The Power Authority shall notify Con Edison at least two (2) business days in advance of its

maintenance and calibration of the revenue metering equipment, and Con Edison shall have the

right to observe such work.

22.2

Con Edison may exercise these rights from time to time as it deems necessary upon reasonable

notice to the Power Authority. The exercise or non-exercise by Con Edison of any such rights

shall not be construed as an endorsement or confirmation of any element or condition of the

Facility.

22.3

The Power Authority may exercise these rights from time to time as it deems necessary upon

reasonable notice to Con Edison. The exercise or non-exercise by the Power Authority of any

such rights shall not be construed as an endorsement or confirmation of any element or

condition of the Facility (witness of testing or process management, i.e.; NERC, EPA, RGGI,

etc.).

ARTICLE XXIII

ACCESS

23.1

Access. The Power Authority’s or the Power Authority’s Contractors’ access to the Con

Edison Lands and the Facility shall be subject to Con Edison’s control and security

requirements, including but not limited to identification cards, OSHA cards, etc..

ARTICLE XXIV

CHANGES

24.1

Con Edison reserves the right at any time to make changes to its O&M Services if such changes

are not inconsistent with this Composite Agreement. Such changes may include increases in

periodicity of the PMPs, changes to repair or service methodology, the number of personnel

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ARTICLE XXV

AMENDMENTS

25.1

No amendment to this Composite Agreement shall be valid or binding unless in writing and

signed by authorized representatives of the Parties.

ARTICLE XXVI

ASSIGNMENTS; SUCCESSORS

26.1

This Composite Agreement shall bind, and inure to benefit of, the respective successors and

assigns of the parties hereto. This Composite Agreement may not be assigned or transferred by

either party, in whole or in part, without the written consent of the other, not to be unreasonably

withheld. Any purported assignment or transfer without such consent shall be void. It shall be

a condition of any assignment that the assignee agree in writing to perform the obligations of

the assignor under the Composite Agreement. Assignment shall not relieve the assignor of

responsibility for the performance of its obligations or liabilities incurred prior to the date of

assignment.

ARTICLE XXVII

ENTIRE AGREEMENT

27.1

This Composite Agreement, as it may be amended in accordance with Article XXV hereof

together with the Easement Grant, contains the entire agreement and understanding of the

Parties with respect to the subject matter hereof. Except as provided in Section 2.1, any other

prior or contemporaneous understandings oral or written affecting the subject matter of this

Composite Agreement are merged into this Composite Agreement.

ARTICLE XXVIII

CONFLICTING DOCUMENTS

28.1

Conflicting Documents. Solely with respect to the Parties’ obligation with respect to this

Composite Agreement, to the extent, if any, that this Composite Agreement and any

specifications, plans, drawings and other documents that may be incorporated herein conflict

with the Easement Grant, the terms of this Composite Agreement and any specifications, plans,

drawings and other documents that may be incorporated herein shall take precedence and

govern. All rights and remedies provided by this Composite Agreement and the Easement Grant,

shall, unless otherwise specified herein, be deemed to be cumulative so as to exist in addition to

one another and to any other rights and remedies provided by law.

ARTICLE XXIX

GOVERNING LAW; SEVERABILITY

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application thereof to any persons or circumstances, shall to any extent be invalid or

unenforceable, the remainder of this Composite Agreement, or the application of said provision or

portion thereof to any other persons or circumstances, shall not be affected thereby, and each

provision of this Composite Agreement shall be valid and enforceable to the fullest extent

permitted by the law.

ARTICLE XXX

HEADINGS

30.1

The Article and Section headings herein are for convenience and reference only, and in no way

define or limit the scope and content of this Composite Agreement of in any way affect it

provisions.

ARTICLE XXXI

NO THIRD PARTY RIGHTS

31.1

Nothing in this Composite Agreement, express or implied, is intended to confer on any person,

other than the parties hereto, their successors or assigns, any rights or remedies under or by

reason of this Composite Agreement.

ARTICLE XXXII

NOT PARTNERS

32.1

Con Edison shall be an independent contractor in the performance of the O&M Services

hereunder. Nothing contained in this Composite Agreement shall be construed to make the

parties partners or joint ventures or to render either party liable for the debts or obligations of the

other. No right of supervision, inspection, requirement or approval or other provision of this

Composite Agreement and no conduct of the parties shall be construed to create a

relationship of principal and agents, partners or joint ventures between the parties, or joint

employers of the Power Authority’s Contractors.

ARTICLE XXXIII

NOTICES

33.1

Except where otherwise specifically provided in this Composite Agreement, including but not

limited to Article XII, Envrionmental Notices, any notice, demand or request required or

authorized by this Composite Agreement shall be in writing and will be deemed to have been

duly given if mailed by United States registered or certified mail (return receipt requested),

postage prepaid, if to Con Edison, to:

Consolidated Edison Company of New York, Inc.

4 Irving Place New York, New York 10003

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With a courtesy copy to:

Consolidated Edison Company of New York, Inc.

4 Irving Place New York, New York 10003

Attention:

General Counsel

And if to the Power Authority, to:

New York Power Authority

Clark Energy Center

6520 Glass Factory Road

P/O Box 191

Marcy, NY 13403

Attention:

Senior Vice President-Transmission

With a courtesy copy to:

New York Power Authority

123 Main Street

White Plains, New York 10601

Attention: General Counsel

The addresses and persons to be notified may be changed at any time by similar notice.

ARTICLE XXXIV

WAIVER

34.1 No delay or omission by either party to exercise any right or power accruing upon a non-

compliance or failure of performance by the other party shall impair that right or power or be

construed to be a waiver thereof. A waiver by either party of any of the covenants, conditions

or agreements hereof to be performed by the other party shall not be construed to be a waiver of

any subsequent breach hereof or of any covenant or condition contained in this Composite

Agreement.

IN WITNESS THEREOF, the parties have executed this Composite Agreement by their duly

authorized representatives as of the date first written above.

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Exhibit C:

Power Authority Terms and Requirments

Terms Relating to the O&M Services

Pursuant to Power Authority’s request, the Astoria Annex Substation shall be generally kept

unstaffed and Con Edison shall provide any staffing at the Astoria Annex Substation for its O&M

Services as required by Article IV of this Agreement.

Terms Relating to the Tracking and Reporting of SF6 Gas Usage and

Emissions at the Facility

The Astoria Annex Substation will contain Sulfur Hexafluoride (SF6) gas. Due to the Power

Authority’s commitment to the Climate Registry and in anticipation of the Environmental Protection

Agency’s proposed mandatory gas reporting rule, the Power Authority recognizes the need to track the

SF6 gas inventory, additions and losses of SF6 gas to the Power Authority equipment. Accordingly,

Con Edison will be responsible for tracking the inventory, additions and losses of SF6 gas in the Power

Authority equipment, in connection with the Astoria Annex Substation on the following terms and

conditions:

Con Edison shall handle all SF6 gas and SF6 Gas Equipment in a manner to minimize releases.

Only personnel who are familiar with the risks and the need to minimize leaks and releases of FS6

gas will be permitted to work on SF6 Gas Equipment.

As provided in Section 4.1.7 above, the Power Authority shall provide to a selected group of Con

Edison mechanics and supervisors training required by the Power Authority for personnel

working with SF6 Gas Equipment.

Con Edison shall weigh the Power Authority-owned SF6 gas containing cylinders, using certified

scales purchased by the Power Authority for Con Edison’s use, by the end of the first quarter of the

then current year to establish a beginning year weight.

Con Edison shall weigh the SF6 gas containing cylinders before and after each maintenance

activity, and record the weights, and such additional information as is agreed between the Power

Authority and Con Edison, in Con Edison’s work management system, Maximo. The report will be

presented in a form similar to the example attached as Exhibit B.

The Power Authority shall purchase and provide for Con Edison’s use a weight scale that is

accurate to within 1%. Thereafter, Con Edison shall be responsible for ensuring that the weight

scale is re-calibrated according to the manufacturer’s recommendations, or at least annually. In

the event a new scale has to be purchased, it shall be at the Power Authority’s sole cost and

expense.

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Con Edison shall submit to the Power Authority on a monthly basis the cylinder log(s) and a

summary of the weight of SF6 gas added to and/or removed from the Power Authority equipment as

recorded in the Maximo work management system. This submission is required by the 15th of the

following month.

Subject to Con Edison’s prior review and approval, the Power Authority shall provide inspection

and maintenance specifications for the maintenance of the Power Authority-owned SF6 Gas

Equipment which Con Edison will implement. Con Edison shall retain documentation recording

any leaks found on the SF6 Gas Equipment.

The Power Authority shall purchase and provide the SF6 gas cart subject to Con Edison’s prior

review and approval, for exclusive use at the Power Authority’s Facility or otherwise as specified

by the Power Authority the Power Authority shall provide inspection and maintenance

specifications for maintenance on the Power Authority-owned SF6 gas cart which Con Edison

will implement.

10.

To aid in the detection of leaks of SF6 gas from the Power Authority Gas Equipment, Con Edison

shall be aware that the Power Authority owns and can and provide to Con Edison for use, an SF6

camera that is designed to function in indoor applications. The Power Authority will make this

equipment available within 24 hours of a request. Con Edison will retain documentation

evidencing that the gas SF6 Gas Equipment and cart is not leaking.

11.

Con Edison shall ensure that all SF6 gas-containing spare equipment is kept under positive

pressure and not leaking. If the positive pressure is from SF6 gas, these items will need to be part of

the SF6 inventory.

12.

Con Edison shall not intentionally or knowingly release SF6 gas to the atmosphere, except as

necessary in connection with sampling for chemical analysis of the SF6 gas.

13.

Monday through Friday, Con Edison shall notify the Power Authority within 24 hours of a release

of more than 100 pounds of SF6 to the atmosphere by contacting: [the Power Authority to provide

name, email and telephone number of contact person].

14.

Alarms on all SF6 Gas Equipment will be connected to the Con Edison Energy Control Center

and to the Power Authority Generating Station.

15.

Con Edison shall submit to the Power Authority by January 31 of each given year, the sum total

of SF6 gas added to the Power Authority-owned SF6 Gas Equipment during the preceding year. If

no SF6 gas was added, that shall be stated explicitly on the submission.

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