Amendment No. 4 to Highgate Operating and Management Agreement

 

 

This Amendment, dated as of the 1st day of December, 2008, is by and among Vermont Electric Power Company, Inc. (“Project Manager”), and the Owners whose names appear on the signature pages to this Amendment and amends that certain Highgate Operating and Management Agreement dated as of August 1, 1984, as amended by Amendment No. 1 thereto dated as of April 1, 1985, Amendment No. 2 thereto dated as of November 13, 1986, and Amendment No. 3 thereto dated January 1, 1987 (the “Operating Agreement”).  Terms used in this Amendment have the meaning defined in the Operating Agreement unless otherwise defined in this Amendment.

 

 

The Project Manager and Owner desire to amend the Operating Agreement to clarify that Project Manager’s services under the Operating Agreement include performing services necessary for the fulfillment of the standards set forth by the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, ISO New England and the Northeast Power Coordinating Council that are applicable to the Project.

 

 

NOW, THEREFORE, in consideration of the promises and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Project Manager and the Owner, intending to be legally bound, agree as follows:

 

1.    Paragraph 3.01(i) is amended to delete the word “and” from the end of the paragraph to read as follows:

 

3.01(i)  Upon consent of Owner the taking of any action at law or in equity, in the name of either Project Manager or Owner, that Project Manager shall deem reasonably necessary and proper in connection with the operation of the Project, except that any action to be taken in the name of an individual Owner can only be taken with the prior written consent of that owner; each such Owner agrees promptly to review any request from Project Manager for such consent and further agrees that it will not unreasonably withhold such consent;

 

2.           Paragraph 3.01(j) is amended and restated as follows:

 

3.01(j)  The performance of all acts reasonably necessary to ensure compliance with the standards set forth by the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, ISO New England and the Northeast Power Coordinating Council that are applicable to the Project; and

 

3.    By executing this Amendment, Paragraph 3.01(k) is added to read:

 

3.01(k) Generally, the performance or supervision, direction and control, of all acts reasonably necessary in connection with the operation of the Project in an efficient and proper manner, including, but not limited to, the making of all payments and disbursements, on behalf of Owner, relative to Project Operation Costs.

 

4.           This Amendment modifies the Operating Agreement only as provided herein.

 

5.    Any number of counterparts of this Amendment may be executed, and each shall have the same force and effect as an original instrument as if all the parties to all the counterparts have signed the same instrument.

 

IN WITNESS WHEREOF, the signatories have caused this Amendment to be executed by their duly authorized officers or agents as of the date first stated above.

 

By: /s/ Leslie A. Cadwell

Printed Name: Leslie A. Cadwell

Title: Vice-President, Secretary and General Counsel

 

STATE OF VERMONT

County of Rutland

 

At Rutland, Vermont this 18th day of December, 2008, Leslie A. Cadwell, a duly authorized officer of Vermont Electric Power Company, Inc. personally appeared and he/she acknowledged this instrument by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Vermont Electric Power Company, Inc.

 

/s/ Tamara Strauss

Notary Public: Tamara Strauss

My Commission Expires: 2/10/10

 

 

By: /s/ Barbara L. Grimes

Printed Name: Barbara L. Grimes

Title: General Manager

 

STATE OF VERMONT

County of Chittenden

 

At Burlington, Vermont, this 9th day of February, 2009, Barbara L. Grimes , a duly authorized officer of Burlington Electric Department personally appeared and he/she acknowledged this instrument by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Burlington Electric Department.

 

/s/ Patricia J. Crowley

Notary Public

My Commission Expires:

 

 

By: /s/ William J. Deehan

Printed Name: William J. Deehan

Title: VP Power Planning & Regulatory Affairs

 

STATE OF VERMONT

County of Rutland

 

At Rutland, Vermont this 22nd day of December, 2008, William J. Deehan, a duly authorized officer of Central Vermont Public Service Corporation personally appeared and he/she acknowledged this instrument by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Central Vermont Public Service Corporation.

 

/s/ Andrea V. Bove

Notary Public

My Commission Expires: 2/10/2011

 

By: /s/ Donald J. Rendall

Printed Name: Donald J. Rendall, Jr.

Title: Vice President & General Counsel

 

STATE OF VERMONT

County of Chittenden

 

At Colchester, Vermont this 8th day of December, 2008, Donald J. Rendall, Jr., a duly authorized officer of Green Mountain Power Corporation personally appeared and he/she acknowledged this instrument by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Green Mountain Power Corporation.

 

/s/ Penny J. Collins

Notary Public

My Commission Expires:

 

 

By: /s/ David C. Hallquist

Printed Name: David C. Hallquist

Title: Chief Executive Officer

 

STATE OF VERMONT

County of Lamoille

 

At Johnson, this 30th day of December, 2008, David Hallquist, a duly authorized officer of Vermont Electric Cooperative personally appeared and he/she acknowledged this instrument by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Vermont Electric Cooperative.

 

/s/ Kevin Podd

Notary Public

My Commission Expires: 2/10/2011

 

 

By: /s/ Scott E. Corse

Printed Name: /s/ Scott E. Corse

Title: General Manager

 

STATE OF VERMONT

County of Washington

 

At Waterbury Center, this 18th day of December, 2008, Scott E. Corse, a duly authorized officer of Vermont Public Power Supply Authority personally appeared and he/she acknowledged this instrument by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Vermont Public Power Supply Authority.

 

/s/ Sharon M. Hall

Notary Public

My Commission Expires: 2/10/11

 

 

By: /s/ Gordon Smith

Printed Name: Gordon Smith

Title: Village Trustee Chair

 

STATE OF VERMONT

County of Lamoille

 

At Johnson, this 12th day of January, 2009, ___________________, a duly authorized officer of Village of Johnson Electric Light Department personally appeared and he/she acknowledged this instrument by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Village of Johnson Electric Light Department.

 

/s/ Duncan Hastings

Notary Public

My Commission Expires: 2/10/11