Common use of INDEPENDENT SYSTEM OPERATOR Clause in Contracts

INDEPENDENT SYSTEM OPERATOR. (a) The Participants Committee is authorized and directed to approve one or more agreements to be entered into with the ISO (the "ISO Agreement")and any amendments to the ISO Agreement which the Committee may deem necessary or appropriate from time to time. The ISO Agreement shall specify the rights and responsibilities of NEPOOL and the ISO, for the continued operation of the NEPOOL control center by the ISO as the control center operator for the NEPOOL Control Area and the administration of the Tariff. In addition, the ISO shall be responsible for the furnishing of billing and other services required by NEPOOL. Issued by: David T. Doot Effective: March 1, 20▇▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 254 (▇) ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ (▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇covered under the ISO Tariff, as defined in Section 19.2, and fees and charges for services which are separately billed), and any indemnification payable under the ISO Agreement, shall be shared by the Participants in accordance with Section 19. (c) The Participants shall provide to the ISO the financial support, information and other resources necessary to enable the ISO to provide the services specified in the ISO Agreement, or in this Agreement, in accordance with Good Utility Practice and subject to the budgeting, approval and dispute resolution provisions of the ISO Agreement and this Agreement. (d) The Participants shall provide appropriate funding for the acquisition of land, structures, fixtures, equipment and facilities, and other capital expenditures and capitalized project expenditures for the ISO, which are included in the annual budget for the ISO in accordance with the provisions of the ISO Agreement, or otherwise specifically approved by the Participants Committee. All such land, structures, fixtures, equipment Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 255 and facilities, and other capital assets, and all software or other intellectual property or rights to intellectual property or other assets acquired or developed by the ISO in order to carry out its responsibilities under the ISO Agreement shall be the property of the Participants or shall be acquired by the Participants under lease in accordance with arrangements approved by the Participants Committee. For those Participants subject to the Public Utility Holding Company Act of 1935 ("PUHCA"), any such acquisition by those Participants is subject to PUHCA approval to the extent such acquisition requires approval under PUHCA. Unless otherwise agreed by the Participants, the funding of the acquisition, or lease, of land, structures, fixtures, equipment and facilities, and other capital and/or capitalized project related expenditures, or the acquisition of other assets, and the ownership thereof, or the obligations of Participants as lessees, shall be in accordance with Section 19.3 of this Agreement. The Participants shall make all such assets (including the assets of the existing NEPOOL headquarters and control center) available for use by the ISO in carrying out its responsibilities under the ISO Agreement. The ISO Agreement shall require the ISO, on behalf of the Participants, to Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 256 maintain and care for, insure as appropriate, and pay any property taxes relating to, assets made available for its use. (e) The ISO Agreement shall require the ISO to refrain from any action that would create any lien, security interest or encumbrance of any kind upon the facilities, equipment or other assets of any Participant, or upon anything that becomes affixed to such facilities, equipment or other assets. The Participants and the ISO shall include in the ISO Agreement a provision that, upon the request of any Participant, the ISO shall (i) provide a written statement that it has taken no action that would create any such lien, security interest or encumbrance, and (ii) take all actions within the control of the ISO, at the direction and expense of the requesting Participant, required for compliance by such Participant with the provisions of its mortgage relating to such facilities, equipment or other assets. (f) The ISO shall have the right to appoint a non-voting member and an alternate to each NEPOOL committee other than the Participants Issued by: David T. Doot Effective: March 1, 200▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 257 Committee. The member appointed to each committee shall have all of the rights of any other member of the committee except the right to vote. (g) The ISO shall have the same rights as a Participant to appeal to the Participants Committee any action taken by any other NEPOOL committee, and shall be entitled to appear before the Participants Committee on any such appeal. Further, the ISO shall be entitled to submit any dispute with respect to a vote of the Participants Committee to approve, modify, or reject a proposed action to resolution in accordance with Section 21.1, whether or not the action could have been submitted by a Participant in accordance with Section 21.1A. In addition, the ISO shall be entitled to submit any dispute with respect to a vote of the Participants Committee which denies an appeal to the Participants Committee by the ISO or which takes action on any rulemaking issue to the Board of Directors of the ISO for determination, subject to the right of the Participants Committee to seek a review in accordance with the Alternate Dispute Resolution procedures or by the Commission. The ISO shall give notice of any such submission to the Secretary of the Participants Committee within ten days of the action of Issued by: David T. Doot Effective: March 1, 2▇▇▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 258 the Participants Committee and shall mail a copy of such notice to each member of the Participants Committee. Pending final action on the submission in accordance with Section 21.1 or by the Board of Directors of the ISO or the Commission, as appropriate, the giving of notice of the submission shall suspend the Participants Committee's action. Unless the Board of Directors of the ISO acts within 60 days of the ISO's notice to the Participants Committee, the Participants Committee action will be deemed to be approved. (h) The ISO Agreement shall specify the ISO's independent authority with respect to rulemaking. (i) NEPOOL and its committees and the ISO shall consult and coordinate from time to time with the relevant state regulatory, siting and other authorities of the six New England states on operating, planning and other issues of concern to the states. The New England Conference of Public Utilities Commissioners, Inc. ("NECPUC") or its designee shall be furnished notices of meetings of all NEPOOL committees and the Board of Directors of the ISO, and minutes of their meetings. NECPUC Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 259 and other state authorities shall be provided an appropriate opportunity to appear at meetings of the NEPOOL committees and the Board of Directors of the ISO and to present their views. Representatives of NEPOOL and the ISO shall be designated to attend meetings of NECPUC or any committee or task force of NECPUC, to the extent NECPUC or its committee or task force may deem such attendance appropriate.

INDEPENDENT SYSTEM OPERATOR. (a) The Participants Committee is authorized and directed to approve one or more agreements to be entered into with the ISO (the "ISO Agreement")and Agreement") and any amendments to the ISO Agreement which the Committee may deem necessary or appropriate from time to time. The ISO Agreement shall specify the rights and responsibilities of NEPOOL and the ISO, for the continued operation of the NEPOOL control center by the ISO as the control center operator for the NEPOOL Control Area and the administration of the Tariff. In addition, the ISO shall be responsible for the furnishing of billing and other services required by NEPOOL. Issued by: David T. Doot Effective: March 1, 20▇▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 254. (▇b) ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ The fees and charges of the ISO (▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇covered other than those recovered under the ISO Tariff, as defined in Section 19.2, and fees and charges for services which are separately billed), and any indemnification payable under the ISO Agreement, shall be shared by the Participants in accordance with Section 19. (c) The Participants shall provide to the ISO the financial support, information and other resources necessary to enable the ISO to provide the services specified in the ISO Agreement, or in this Agreement, in accordance with Good Utility Practice and subject to the budgeting, approval and dispute resolution provisions of the ISO Agreement and this Agreement. (d) The Participants shall provide appropriate funding for the acquisition of land, structures, fixtures, equipment and facilities, and other capital expenditures and capitalized project expenditures for the ISO, which are included in the annual budget for the ISO in accordance with the provisions of the ISO Agreement, or otherwise specifically approved by the Participants Committee. All such land, structures, fixtures, equipment Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 255 and facilities, and other capital assets, and all software or other intellectual property or rights to intellectual property or other assets acquired or developed by the ISO in order to carry out its responsibilities under the ISO Agreement shall be the property of the Participants or shall be acquired by the Participants under lease in accordance with arrangements approved by the Participants Committee. For those Participants subject to the Public Utility Holding Company Act of 1935 ("PUHCA"), any such acquisition by those Participants is subject to PUHCA approval to the extent such acquisition requires approval under PUHCA. Unless otherwise agreed by the Participants, the funding of the acquisition, or lease, of land, structures, fixtures, equipment and facilities, and other capital and/or capitalized project related expenditures, or the acquisition of other assets, and the ownership thereof, or the obligations of Participants as lessees, shall be in accordance with Section 19.3 of this Agreement. The Participants shall make all such assets (including the assets of the existing NEPOOL headquarters and control center) available for use by the ISO in carrying out its responsibilities under the ISO Agreement. The ISO Agreement shall require the ISO, on behalf of the Participants, to Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 256 maintain and care for, insure as appropriate, and pay any property taxes relating to, assets made available for its use. (e) The ISO Agreement shall require the ISO to refrain from any action that would create any lien, security interest or encumbrance of any kind upon the facilities, equipment or other assets of any Participant, or upon anything that becomes affixed to such facilities, equipment or other assets. The Participants and the ISO shall include in the ISO Agreement a provision that, upon the request of any Participant, the ISO shall (i) provide a written statement that it has taken no action that would create any such lien, security interest or encumbrance, and (ii) take all actions within the control of the ISO, at the direction and expense of the requesting Participant, required for compliance by such Participant with the provisions of its mortgage relating to such facilities, equipment or other assets. (f) The ISO shall have the right to appoint a non-voting member and an alternate to each NEPOOL committee other than the Participants Issued by: David T. Doot Effective: March 1, 200▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 257 Committee. The member appointed to each committee shall have all of the rights of any other member of the committee except the right to vote. (g) The ISO shall have the same rights as a Participant to appeal to the Participants Committee any action taken by any other NEPOOL committee, and shall be entitled to appear before the Participants Committee on any such appeal. Further, the ISO shall be entitled to submit any dispute with respect to a vote of the Participants Committee to approve, modify, or reject a proposed action to resolution in accordance with Section 21.1, whether or not the action could have been submitted by a Participant in accordance with Section 21.1A. In addition, the ISO shall be entitled to submit any dispute with respect to a vote of the Participants Committee which denies an appeal to the Participants Committee by the ISO or which takes action on any rulemaking issue to the Board of Directors of the ISO for determination, subject to the right of the Participants Committee to seek a review in accordance with the Alternate Dispute Resolution procedures or by the Commission. The ISO shall give notice of any such submission to the Secretary of the Participants Committee within ten days of the action of Issued by: David T. Doot Effective: March 1, 2▇▇▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 258 the Participants Committee and shall mail a copy of such notice to each member of the Participants Committee. Pending final action on the submission in accordance with Section 21.1 or by the Board of Directors of the ISO or the Commission, as appropriate, the giving of notice of the submission shall suspend the Participants Committee's action. Unless the Board of Directors of the ISO acts within 60 days of the ISO's notice to the Participants Committee, the Participants Committee action will be deemed to be approved21. (h) The ISO Agreement shall specify the ISO's independent authority with respect to rulemaking. (i) NEPOOL and its committees and the ISO shall consult and coordinate from time to time with the relevant state regulatory, siting and other authorities of the six New England states on operating, planning and other issues of concern to the states. The New England Conference of Public Utilities Commissioners, Inc. ("NECPUC") or its designee shall be furnished notices of meetings of all NEPOOL committees and the Board of Directors of the ISO, and minutes of their meetings. NECPUC Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 259 and other state authorities shall be provided an appropriate opportunity to appear at meetings of the NEPOOL committees and the Board of Directors of the ISO and to present their views. Representatives of NEPOOL and the ISO shall be designated to attend meetings of NECPUC or any committee or task force of NECPUC, to the extent NECPUC or its committee or task force may deem such attendance appropriate.

INDEPENDENT SYSTEM OPERATOR. (a) The Participants Management Committee is authorized and directed to approve one or more agreements to be entered into with the ISO (the "ISO Agreement")and Agreement") and any amendments to the ISO Agreement which the Committee may deem necessary or appropriate from time to time. The ISO Agreement shall specify the rights and responsibilities of NEPOOL and the ISO, for the continued operation of the NEPOOL control center by the ISO as the control center operator for the NEPOOL Control Area and the administration of the Tariff. In addition, the ISO shall be responsible for the furnishing of billing and other services required by NEPOOL. Issued by: David T. Doot Effective: March 1, 20▇▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 254. (▇b) ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ The fees and charges of the ISO (▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇covered other than those recovered under the ISO Tariff, as defined in Section 19.2, and fees and charges for services which are separately billed), and any indemnification payable under the ISO Agreement, shall be shared by the Participants in accordance with Section 19. (c) The Participants shall provide to the ISO the financial support, information and other resources necessary to enable the ISO to provide the services specified in the ISO Agreement, or in this Agreement, in accordance with Good Utility Practice and subject to the budgeting, approval and dispute resolution provisions of the ISO Agreement and this Agreement. (d) The Participants shall provide appropriate funding for the acquisition of land, structures, fixtures, equipment and facilities, and other capital expenditures and capitalized project expenditures for the ISO, which are included in the annual budget for the ISO in accordance with the provisions of the ISO Agreement, or otherwise specifically approved by the Participants Management Committee. All such land, structures, fixtures, equipment Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 255 and facilities, and other capital assets, and all software or other intellectual property or rights to intellectual property or other assets assets, acquired or developed by the ISO in order to carry out its responsibilities under the ISO Agreement shall be the property of the Participants or shall be acquired by the Participants under lease in accordance with arrangements approved by the Participants Management Committee. For those Participants subject to the Public Utility Holding Company Act of 1935 ("PUHCA"), any such acquisition by those Participants is subject to PUHCA approval to the extent such acquisition requires approval under PUHCA. Unless otherwise agreed by the Participants, the funding of the acquisition, or lease, of land, structures, fixtures, equipment and facilities, and other capital and/or capitalized project related expenditures, or the acquisition of other assets, and the ownership thereof, or the obligations of Participants as lessees, shall be in accordance with Section 19.3 proportion to the Voting Shares of this Agreementeach Participant in effect from time to time. The Participants shall make all such assets (including the assets of the existing NEPOOL headquarters and control center) available for use by the ISO in carrying out its responsibilities under the ISO Agreement. The ISO Agreement shall require the ISO, on behalf of the Participants, to Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 256 maintain and care for, insure as appropriate, and pay any property taxes relating to, assets made available for its use. (e) The ISO Agreement shall require the ISO to refrain from any action that would create any lien, security interest or encumbrance of any kind upon the facilities, equipment or o other assets of any Participant, or upon anything that becomes affixed to such facilities, equipment or other assets. The Participants and the ISO shall include in the ISO Agreement a provision that, upon the request of any Participant, the ISO shall (i) provide a written statement that it has taken no action that would create any such lien, security interest or encumbrance, and (ii) take all actions within the control of the ISO, at the direction and expense of the requesting Participant, required for compliance by such Participant with the provisions of its mortgage relating to such facilities, equipment or other assets. (f) The ISO shall have the right to appoint a non-voting member and an alternate to each NEPOOL committee other than the Participants Issued by: David T. Doot Effective: March 1, 200▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 257 Committee. The member appointed to each committee shall have all of the rights of any other member of the committee except the right to vote. (g) The ISO shall have the same rights as a Participant to appeal to the Participants Committee any action taken by any other NEPOOL committee, and shall be entitled to appear before the Participants Committee on any such appeal. Further, the ISO shall be entitled to submit any dispute with respect to a vote of the Participants Committee to approve, modify, or reject a proposed action to resolution in accordance with Section 21.1, whether or not the action could have been submitted by a Participant in accordance with Section 21.1A. In addition, the ISO shall be entitled to submit any dispute with respect to a vote of the Participants Committee which denies an appeal to the Participants Committee by the ISO or which takes action on any rulemaking issue to the Board of Directors of the ISO for determination, subject to the right of the Participants Committee to seek a review in accordance with the Alternate Dispute Resolution procedures or by the Commission. The ISO shall give notice of any such submission to the Secretary of the Participants Committee within ten days of the action of Issued by: David T. Doot Effective: March 1, 2▇▇▇ ▇▇▇▇▇▇ ▇▇: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 258 the Participants Committee and shall mail a copy of such notice to each member of the Participants Committee. Pending final action on the submission in accordance with Section 21.1 or by the Board of Directors of the ISO or the Commission, as appropriate, the giving of notice of the submission shall suspend the Participants Committee's action. Unless the Board of Directors of the ISO acts within 60 days of the ISO's notice to the Participants Committee, the Participants Committee action will be deemed to be approved. (h) The ISO Agreement shall specify the ISO's independent authority with respect to rulemaking. (i) NEPOOL and its committees and the ISO shall consult and coordinate from time to time with the relevant state regulatory, siting and other authorities of the six New England states on operating, planning and other issues of concern to the states. The New England Conference of Public Utilities Commissioners, Inc. ("NECPUC") or its designee shall be furnished notices of meetings of all NEPOOL committees and the Board of Directors of the ISO, and minutes of their meetings. NECPUC Issued by: David T. Doot Effective: March 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇n: December 30, 1999 67269.43 New England Power Pool FERC Electric Rate Schedule No. 5, Original Revised Sheet No. 259 and other state authorities shall be provided an appropriate opportunity to appear at meetings of the NEPOOL committees and the Board of Directors of the ISO and to present their views. Representatives of NEPOOL and the ISO shall be designated to attend meetings of NECPUC or any committee or task force of NECPUC, to the extent NECPUC or its committee or task force may deem such attendance appropriate.Management