S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 2813--A

                       2009-2010 Regular Sessions

                            I N  S E N A T E

                              March 3, 2009
                               ___________

Introduced  by Sens. AUBERTINE, GRIFFO, LITTLE -- read twice and ordered
  printed, and when printed to be committed to the Committee  on  Energy
  and  Telecommunications  -- reported favorably from said committee and
  committed to the Committee on Finance --  committee  discharged,  bill
  amended,  ordered reprinted as amended and recommitted to said commit-
  tee

AN ACT to amend the public authorities law and  the  executive  law,  in
  relation  to  establishing  the  North  Country  power  authority, and
  providing for its powers and duties

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Article  5  of  the  public authorities law is amended by
adding a new title 1-B to read as follows:
                                TITLE 1-B
                      NORTH COUNTRY POWER AUTHORITY
SECTION 1021. SHORT TITLE.
        1021-A.  DECLARATION OF LEGISLATIVE FINDINGS AND PURPOSES.
        1021-B.  DEFINITIONS.
        1021-C.  NORTH COUNTRY POWER AUTHORITY SERVICE  AREA;  EXTENSION
                   OF SERVICE AREA.
        1021-D.  NORTH COUNTRY POWER AUTHORITY.
        1021-E.  POWERS AND DUTIES OF THE AUTHORITY.
        1021-F.  DEPOSIT AND INVESTMENT OF MONEYS OF THE AUTHORITY.
        1021-G.  CONFLICTS OF INTEREST.
        1021-H.  SALE OF SURPLUS POWER.
        1021-I.  SUBSIDIARIES.
        1021-J.  AUDIT AND ANNUAL REPORTS.
        1021-K.  BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY.
        1021-L.  STATE  AND  MUNICIPALITIES NOT LIABLE ON BONDS OR NOTES
                   OR OTHER OBLIGATIONS.
        1021-M.  AGREEMENT OF THE STATE.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD07083-10-9
              

S. 2813--A                          2

        1021-N.  EXEMPTION OF THE AUTHORITY FROM TAXATION.
        1021-O.  ACTIONS AGAINST THE AUTHORITY.
        1021-P.  EQUAL EMPLOYMENT OPPORTUNITY.
        1021-Q.  LIMITATION OF LIABILITY; INDEMNIFICATION.
        1021-R.  POWER TO COMPEL ATTENDANCE OF WITNESSES.
        1021-S.  REPORTING REQUIREMENTS.
        1021-T.  WEBSITE.
        1021-U.  GOVERNANCE.
        1021-V.  SUBSIDIARIES.
        1021-W.  WHISTLEBLOWER.
        1021-X.  LOBBYING CONTACTS.
        1021-Y.  PREVAILING WAGE.
        1021-Z.  PERIODIC  REVIEW  BY  LEGISLATURE  FOR  CONTINUATION OR
                   TERMINATION.
        1021-AA. SEVERABILITY.
  S 1021. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND MAY BE CITED AS THE
"NORTH COUNTRY POWER AUTHORITY ACT".
  S 1021-A. DECLARATION OF LEGISLATIVE FINDINGS AND PURPOSES. THE LEGIS-
LATURE HEREBY FINDS AND DECLARES THAT AFFORDABLE AND  RELIABLE  ELECTRIC
POWER  IS  AN  ESSENTIAL  INGREDIENT TO THE QUALITY OF LIFE IN THE NORTH
COUNTRY. TOWNS AND VILLAGES THROUGHOUT FRANKLIN AND ST.  LAWRENCE  COUN-
TIES  HAVE  BEEN EXPERIENCING LIMITED ECONOMIC EXPANSION FOR A CONSIDER-
ABLE TIME. EXCESSIVE AND ESCALATING COSTS OF ELECTRICITY IN MANY OF  THE
MUNICIPALITIES  IN  SUCH  COUNTIES POSE A SEVERE AND PROLONGED THREAT TO
THE ECONOMIC WELL-BEING, HEALTH AND  SAFETY  OF  THE  RESIDENTS  AND  TO
SUSTAINING  EXISTING  COMMERCE  AND INDUSTRY, AS WELL AS UNDERMINING THE
POTENTIAL FOR DEVELOPING NEW AND EXPANDED BUSINESSES AND MORE  JOBS  FOR
THE  CITIZENS OF THE STATE'S NORTHERNMOST COUNTIES. THE COST OF POWER IS
A MAJOR ONGOING EXPENSE TO BOTH HOUSEHOLDS AND BUSINESSES.
  THE COST TO THE NATURAL ENVIRONMENT IS ANOTHER FACTOR, AT  RISK  TODAY
AND  FOR THE FORESEEABLE FUTURE, AS CLEAN ENERGY AND ENERGY CONSERVATION
BECOME EVER MORE IMPORTANT TO MAINTAINING ACCEPTABLE ENVIRONMENTAL QUAL-
ITY. THE SERVICE AREA COVERS A LARGE GEOGRAPHIC AREA, CREATING AN OPPOR-
TUNITY FOR AFFORDING CAREFUL PROTECTION OF  THE  ENVIRONMENT,  WHICH  IS
INTEGRAL  TO  PUBLIC  MANAGEMENT  OF  THE AREA'S CRITICAL POWER DELIVERY
SYSTEM. SIMULTANEOUSLY,  LOWER  COST  AND  MORE  RELIABLE  TRANSMISSION,
DISTRIBUTION  AND  GENERATION  OF ELECTRICITY WOULD HELP CREATE ECONOMIC
STIMULUS FOR THE AREA AND PROVIDE A WELCOME  BENEFIT  TO  RESIDENTS  AND
BUSINESSES.
  ENVIRONMENTALLY  RESPONSIBLE ENERGY SYSTEMS ARE NECESSARY IN THE NORTH
COUNTRY TO PROTECT AGAINST DEGRADATION OF THE  ENVIRONMENT  WHICH  MIGHT
OTHERWISE  RESULT FROM THE GENERATION, DELIVERY AND CONSUMPTION OF ELEC-
TRIC POWER. ELECTRICAL UTILITIES MUST ENDEAVOR DIRECTLY TO CONSERVE  AND
PROTECT  NATURAL  RESOURCES THROUGH THEIR INVESTMENT IN AND INSTALLATION
AND OPERATION OF GENERATION AND DELIVERY TECHNOLOGY.  ELECTRICAL  UTILI-
TIES MUST ALSO ENCOURAGE RESIDENTIAL AND BUSINESS CONSUMERS TO ENGAGE IN
SUSTAINABLE  ENERGY  EFFICIENCY PROGRAMS TO REDUCE CONSUMPTION. PROGRAMS
TO BE CONSIDERED SHOULD INCLUDE BUT NOT BE LIMITED TO:  ALTERNATIVE  AND
RENEWABLE  FUEL RESOURCES SUCH AS SOLAR, WIND, HYDRO AND BIOFUEL ENERGY;
GREEN TECHNOLOGY TO MINIMIZE ADVERSE IMPACTS ON LAND, WATER AND AIR; AND
IMPROVED PROGRAMS IN THE AREAS OF  EFFICIENCY,  DISTRIBUTED  GENERATION,
NET  METERING AND DEMAND RESPONSE. NEW TECHNOLOGIES AND RESOURCES IN THE
POWER INDUSTRY MUST BE CONSIDERED  FOR  IMPLEMENTATION  AS  THEY  BECOME
AVAILABLE  IN  ORDER  TO  MAXIMIZE  ENERGY SUSTAINABILITY BY ELECTRICITY
ENTERPRISES AND CONSUMERS.

S. 2813--A                          3

  A NUMBER OF TOWNS AND VILLAGES IN THE COUNTIES  OF  ST.  LAWRENCE  AND
FRANKLIN NOW FACE A NEED FOR ECONOMIC DEVELOPMENT.  THEY HAVE ALSO EXPE-
RIENCED HIGH RATES AND LOW RELIABILITY FOR ELECTRIC SERVICE.  SUCH MUNI-
CIPALITIES  HAVE  COME  TOGETHER  IN A WORKING ALLIANCE TO ADDRESS THEIR
POWER  SUPPLY  CONCERNS  AND TO FORMULATE POWER PLANS, BUT THAT ALLIANCE
LACKS THE KINDS OF LEGAL AND FINANCIAL POWERS TO SUCCESSFULLY ACCOMPLISH
THE OPERATIONAL AND FINANCIAL STEPS NECESSARY TO MOVE FORWARD THAT  ONLY
A  PUBLIC  POWER  AUTHORITY  CAN ACHIEVE. ASSURING AN ADEQUATE SUPPLY OF
ELECTRICITY IN A RELIABLE, EFFICIENT, ECONOMIC AND ENVIRONMENTALLY SOUND
MANNER IS HEREBY DETERMINED TO BE A MATTER OF STATE CONCERN  WITHIN  THE
MEANING  OF PARAGRAPH THREE OF SUBDIVISION (A) OF SECTION THREE OF ARTI-
CLE NINE OF THE STATE CONSTITUTION.
  SUCH MATTERS OF STATE CONCERN CAN BEST BE DEALT WITH BY ESTABLISHING A
SINGLE-PURPOSE AUTHORITY DEDICATED TO THE PROVISION OF ELECTRICITY, WITH
LIMITED POWERS AND TRANSPARENT GOVERNANCE, TO  SERVE  DEFINED  AREAS  OF
FRANKLIN  AND ST. LAWRENCE COUNTIES. SUCH AUTHORITIES EXIST IN THE STATE
AND NATION, AND CONSTITUTE A  MUNICIPAL  POWER  INDUSTRY  THAT  IS  WELL
ESTABLISHED  AND  HIGHLY  REGARDED.  SUCH  PUBLIC POWER AUTHORITY WOULD,
FIRST AND FOREMOST, FURTHER THE PUBLIC INTEREST EXCLUSIVELY, SERVING ITS
CITIZENS, INCLUDING ECONOMICALLY DISTRESSED COMMUNITIES, WITH THE FUNDA-
MENTAL GOOD THAT ELECTRICITY CONSTITUTES THROUGH MANAGEMENT OF A  PUBLIC
DISTRIBUTION  AND TRANSMISSION SYSTEM. AMONG BENEFITS PROJECTED OVER THE
LONG TERM WOULD BE LOWER ELECTRIC RATES, HIGHER  INVESTMENT  AND  BETTER
PERFORMANCE OF ALL COMPONENTS OF THE ELECTRICAL DELIVERY SYSTEM.
  MOREOVER,  IN  SUCH  CIRCUMSTANCES, THE SUPPLANTING OF INVESTOR OWNED,
PRIVATE, FOR-PROFIT UTILITY  CORPORATIONS  BY  SUCH  AN  AUTHORITY  WILL
RESULT  IN  AN IMPROVED SYSTEM AND A SAFER, MORE EFFICIENT, RELIABLE AND
ECONOMICAL SUPPLY OF ELECTRIC ENERGY. READILY AVAILABLE CLEAN AND  LOWER
COST  ELECTRICITY WILL IMPROVE THE ECONOMIC DEVELOPMENT POTENTIAL OF THE
SERVICE AREA. THE LEGISLATURE FURTHER FINDS THAT SUCH AN AUTHORITY WOULD
BE AN APPROPRIATE STEWARD  OF  THE  ENVIRONMENT  IN  MEETING  ITS  POWER
RESPONSIBILITIES, PLACING A PRIORITY ON THE SAFEKEEPING AND PRESERVATION
OF  THE  ENVIRONMENT,  INCLUDING ALTERNATIVE, CLEAN AND RENEWABLE ENERGY
SOURCES AS NEW TECHNOLOGIES EVOLVE AND NEW OPPORTUNITIES APPEAR.
  S 1021-B. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS  A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
  1. "ACQUIRE" MEANS, WITH RESPECT TO ANY RIGHT, TITLE OR INTEREST IN OR
TO  ANY  PROPERTY, EITHER THE ACT OF TAKING BY THE EXERCISE OF THE POWER
OF EMINENT DOMAIN, OR THE ACQUISITION BY PURCHASE OR OTHERWISE.
  2. "ACT" MEANS THE NORTH  COUNTRY  POWER  AUTHORITY  ACT,  BEING  THIS
TITLE.
  3.  "AUTHORITY" MEANS THE NORTH COUNTRY POWER AUTHORITY ESTABLISHED BY
SECTION ONE THOUSAND TWENTY-ONE-D OF THIS TITLE.
  4. "COMPTROLLER" MEANS THE STATE COMPTROLLER.
  5. "DIRECTORS" MEAN THE BOARD OF DIRECTORS OF THE AUTHORITY.
  6. "FEDERAL GOVERNMENT" MEANS THE UNITED STATES  OF  AMERICA  AND  ANY
AGENCY  OR INSTRUMENTALITY, CORPORATE OR OTHERWISE, OF THE UNITED STATES
OF AMERICA.
  7. "FINAL DETERMINATION" OR  "FINALLY  DETERMINED"  MEANS  A  JUDICIAL
DECISION (A) BY THE HIGHEST COURT OF COMPETENT JURISDICTION, OR (B) BY A
COURT  OF COMPETENT JURISDICTION FROM WHICH NO APPEAL HAS BEEN TAKEN AND
THE TIME WITHIN WHICH TO APPEAL HAS EXPIRED.
  8. "NCPA" MEANS THE NORTH COUNTRY POWER  AUTHORITY,  ITS  SUBSIDIARIES
AND THEIR SUCCESSORS AND ASSIGNS.
  9.  "MUNICIPALITY"  MEANS  ANY  COUNTY, CITY, TOWN, VILLAGE, MUNICIPAL
CORPORATION, SCHOOL DISTRICT  OR  OTHER  POLITICAL  SUBDIVISION  OF  THE

S. 2813--A                          4

STATE,  INCLUDING  ANY  AGENCY,  AUTHORITY  OR PUBLIC CORPORATION OF THE
STATE OR ANY OF THE FOREGOING, OR ANY COMBINATION  THEREOF,  OTHER  THAN
THE AUTHORITY.
  10.  "PROPERTY"  MEANS THE POWER TRANSMISSION, DISTRIBUTION AND GENER-
ATION SYSTEM OR SYSTEMS OF THE AUTHORITY, WHETHER  COMPLETED  FACILITIES
OR  PROJECTS  IN  CONSTRUCTION,  WHETHER  SITUATED WITHIN OR WITHOUT THE
TERRITORIAL LIMITS OF THE SERVICE AREA,  INCLUDING  THE  PLANTS,  WORKS,
STRUCTURES, POLES, LINES, CONDUITS, MAINS, SYSTEMS, INSTRUMENTALITIES OR
PARTS  THEREOF AND APPURTENANCES THERETO, LANDS, FRANCHISES AND INTEREST
IN LAND, INCLUDING LANDS UNDER WATER AND RIPARIAN RIGHTS,  SPACE  RIGHTS
AND  AIR  RIGHTS, CONTRACT RIGHTS, SUBSTATIONS, TRANSMISSION FACILITIES,
SUBTRANSMISSION FACILITIES, AND DISTRIBUTION FACILITIES,  OR  ANY  OTHER
PROPERTY  INCIDENTAL TO AND INCLUDED IN SUCH SYSTEM OR PART THEREOF, AND
ANY IMPROVEMENTS, EXTENSIONS OR BETTERMENTS. THE TERM  "PROPERTY"  SHALL
ALSO  INCLUDE  ANY  AND  ALL  INTERESTS  IN REAL PROPERTY LESS THAN FULL
TITLE, SUCH AS EASEMENTS, RIGHTS OF WAY, USES, LEASES, LICENSES AND  ALL
OTHER  INCORPOREAL  HEREDITAMENTS  AND  EVERY ESTATE, INTEREST OR RIGHT,
LEGAL OR EQUITABLE, INCLUDING TERMS FOR YEARS AND LIENS THEREON  BY  WAY
OF  JUDGMENTS,  MORTGAGES  OR OTHERWISE, AND ALSO ALL CLAIMS FOR DAMAGES
RELATED TO SUCH REAL ESTATE.
  11. "REVENUES" MEANS ALL RATES, RENTS,  FEES,  CHARGES,  PAYMENTS  AND
OTHER INCOME AND RECEIPTS DERIVED BY THE AUTHORITY FROM THE OPERATION OF
THE  PROPERTIES OF THE AUTHORITY OTHER THAN THE PROCEEDS OF THE SALES OF
ITS SECURITIES, INCLUDING, BUT NOT LIMITED TO, INVESTMENT  PROCEEDS  AND
PROCEEDS  OF  INSURANCE, CONDEMNATION, AND SALES OR OTHER DISPOSITION OF
ASSETS, TOGETHER WITH ALL FEDERAL, STATE OR MUNICIPAL AID.
  12. "SECURITY" MEANS ANY BOND, NOTE OR OTHER OBLIGATION ISSUED BY  THE
AUTHORITY.
  13. "STATE" MEANS THE STATE OF NEW YORK.
  14.  "STATE  AGENCY"  MEANS  ANY BOARD, AUTHORITY, AGENCY, DEPARTMENT,
COMMISSION, PUBLIC CORPORATION, BODY POLITIC OR INSTRUMENTALITY  OF  THE
STATE.
  S  1021-C.  NORTH  COUNTRY  POWER AUTHORITY SERVICE AREA; EXTENSION OF
SERVICE AREA. THE SERVICE AREA OF  THE  NORTH  COUNTRY  POWER  AUTHORITY
SHALL  INCLUDE ALL THE TERRITORY LOCATED WITHIN SO MUCH OF THE COUNTY OF
FRANKLIN AS CONSTITUTES THE TOWNS OF BOMBAY, FORT COVINGTON,  MOIRA  AND
WESTVILLE:  AND SO MUCH OF THE COUNTY OF ST. LAWRENCE AS CONSTITUTES THE
TOWNS OF BRASHER, CANTON, COLTON, DEKALB, EDWARDS,  FOWLER,  GOUVERNEUR,
HERMON,   LISBON,  LOUISVILLE,  MADRID,  NORFOLK,  PIERREPONT,  POTSDAM,
RUSSELL, STOCKHOLM, AND WADDINGTON AND THE VILLAGES OF CANTON,  NORWOOD,
AND  POTSDAM OR SUCH SUCH PORTIONS THEREOF AS SHALL BE DETERMINED BY THE
DIRECTORS, BUT THE SERVICE AREA SHALL EXCLUDE THE PORTIONS OF SAID MUNI-
CIPALITIES IN FRANKLIN AND ST. LAWRENCE COUNTIES WHICH ARE SERVED AS  OF
THE  EFFECTIVE DATE OF THIS TITLE BY ANOTHER EXISTING NON-PROFIT MUNICI-
PAL ELECTRIC UTILITY. THE  SERVICE  AREA  OF  THE  NORTH  COUNTRY  POWER
AUTHORITY  SHALL  INCLUDE SUCH OTHER TERRITORIES, AS SHALL BE DETERMINED
BY THE DIRECTORS, WHOLLY WITHIN FRANKLIN OR  ST.  LAWRENCE  COUNTY,  AND
ADJACENT TO ONE OR MORE OF THE ABOVE-REFERENCED MUNICIPALITIES, IN WHICH
RATE PAYERS RELY ON UNINTERRUPTED ELECTRIC SERVICE FROM POWER FACILITIES
OF  THE  AUTHORITY  LOCATED  WITHIN  SAID  MUNICIPALITIES.  A MAP OF THE
SERVICE AREA SHALL BE FILED IN THE  OFFICES  OF  THE  COUNTY  CLERKS  OF
FRANKLIN AND ST. LAWRENCE COUNTIES.
  THE  SERVICE AREA OF THE NORTH COUNTRY POWER AUTHORITY MAY BE EXTENDED
AT ANY TIME TO INCLUDE  ADDITIONAL  TERRITORY  WITHIN  FRANKLIN  OR  ST.
LAWRENCE  COUNTIES  BY  THE  DIRECTORS  IN ACCORDANCE WITH THE FOLLOWING
PROCEDURE.  WHENEVER THE DIRECTORS DETERMINE THAT THE TERRITORY INCLUDED

S. 2813--A                          5

WITHIN  THE  SERVICE  AREA  SHOULD  BE  EXTENDED,  CONSISTENT  WITH  THE
PROVISIONS OF THIS TITLE, THE DIRECTORS SHALL ADOPT A RESOLUTION PROPOS-
ING  THE  ADDITIONAL  TERRITORY,  WHOLLY WITHIN FRANKLIN OR ST. LAWRENCE
COUNTY,  TO  BE  INCLUDED,  WHICH MAY BE ALL THE TERRITORY WITHIN ONE OR
MORE NAMED MUNICIPALITIES OR, BY ADEQUATE DESCRIPTION, A PORTION OF  ANY
SUCH  MUNICIPALITY OR MUNICIPALITIES. THE DIRECTORS SHALL FIX THE DATES,
HOURS AND PLACES FOR THREE PUBLIC HEARINGS BEFORE  SUCH  DIRECTORS  UPON
THE QUESTION OF SUCH EXTENSION AND CAUSE NOTICE THEREOF AND OF THE ADDI-
TIONAL  TERRITORY TO BE INCLUDED WITHIN THE SERVICE AREA TO BE PUBLISHED
IN TWO NEWSPAPERS OF GENERAL CIRCULATION IN THE  COUNTY  NOT  LESS  THAN
TWENTY  NOR MORE THAN THIRTY DAYS BEFORE SUCH DATE. AT LEAST ONE OF SUCH
HEARING SHALL BE HELD WITHIN  THE  BOUNDS  OF  THE  PROPOSED  ADDITIONAL
TERRITORY.  AT SUCH TIME THE DIRECTORS SHALL HEAR ALL PERSONS, TAXPAYERS
OR OFFICIALS WHO MAY WISH TO BE HEARD AND SHALL  FINALLY  DETERMINE  THE
ADDITIONAL  TERRITORY,  IF  ANY,  TO BE INCLUDED IN SUCH EXTENSION. SUCH
DETERMINATION SHALL BE MADE BY RESOLUTION OF THE DIRECTORS ADOPTED BY  A
TWO-THIRDS  VOTE  OF ALL DIRECTORS THEN IN OFFICE.  A MAP OF THE SERVICE
AREA, AS EXTENDED, SHALL THEREUPON BE FILED IN THE OFFICES OF THE COUNTY
CLERKS OF FRANKLIN AND ST. LAWRENCE COUNTIES.
  S 1021-D. NORTH COUNTRY POWER AUTHORITY. 1. A CORPORATION KNOWN AS THE
NORTH COUNTRY POWER AUTHORITY  IS  HEREBY  ESTABLISHED  FOR  THE  PUBLIC
PURPOSES DECLARED IN SECTION ONE THOUSAND TWENTY-ONE-A OF THIS TITLE AND
CHARGED  WITH  THE  DUTIES AND HAVING THE POWERS PROVIDED IN THIS TITLE.
THE AUTHORITY SHALL BE A  BODY  CORPORATE  AND  POLITIC  CONSTITUTING  A
PUBLIC  BENEFIT CORPORATION, A POLITICAL SUBDIVISION OF THE STATE, EXER-
CISING GOVERNMENTAL AND PUBLIC POWERS, PERPETUAL IN DURATION, CAPABLE OF
SUING AND BEING SUED AND HAVING A SEAL, AND WHICH SHALL HAVE THE  POWERS
AND DUTIES ENUMERATED IN THIS TITLE, TOGETHER WITH SUCH OTHERS AS MAY BE
CONFERRED UPON IT BY LAW.
  2.  THE AUTHORITY SHALL BE GOVERNED BY A BOARD OF DIRECTORS CONSISTING
OF NINE DIRECTORS, TO BE RESIDENTS  OF  THE  SERVICE  AREA,  AND  TO  BE
APPOINTED  BY THE GOVERNOR. SEVEN SUCH DIRECTORS SHALL BE APPOINTED UPON
DESIGNATION OF THE SUPERVISORS AND MAYORS OF THE  MUNICIPALITIES  WITHIN
THE FOLLOWING REGIONS, WITH THE DESIGNATIONS TO BE MADE IN THE FOLLOWING
MANNER:  THE  VILLAGE  OF  POTSDAM  WILL  DESIGNATE  ONE  DESIGNEE TO BE
FORWARDED TO THE GOVERNOR; THE VILLAGE OF CANTON AND THE TOWN OF  CANTON
WILL JOINTLY DESIGNATE ONE DESIGNEE TO BE FORWARDED TO THE GOVERNOR; THE
TOWNS  OF  BOMBAY,  BRASHER,  FORT  COVINGTON,  MOIRA AND WESTVILLE WILL
JOINTLY DESIGNATE ONE DESIGNEE TO BE  FORWARDED  TO  THE  GOVERNOR;  THE
TOWNS OF FOWLER AND GOUVERNEUR WILL JOINTLY DESIGNATE ONE DESIGNEE TO BE
FORWARDED  TO  THE  GOVERNOR;  THE  TOWNS OF LISBON, LOUISVILLE, MADRID,
NORFOLK AND  WADDINGTON  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE  TO  BE
FORWARDED  TO  THE GOVERNOR; THE TOWNS OF POTSDAM, STOCKHOLM, COLTON AND
THE VILLAGE OF  NORWOOD  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE  TO  BE
FORWARDED  TO  THE  GOVERNOR;  AND THE TOWNS OF DEKALB, EDWARDS, HERMON,
RUSSELL AND  PIERREPONT  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE  TO  BE
FORWARDED  TO THE GOVERNOR. EVERY DECADE THE DIRECTORS SHALL EXAMINE THE
POPULATION OF THE SEVEN REGIONS, AND IF NEEDED, ADJUST  THE  MAKE-UP  OR
DEMARCATION OF THE REGIONS, FOR THE NECESSITY OR CONVENIENCE OF PERFORM-
ING  ITS  FUNCTIONS  AND  ADMINISTERING  ITS  AFFAIRS  AND TO MAINTAIN A
REASONABLE EQUALITY OF POPULATION  BETWEEN  THE  REGIONS.  THE  GOVERNOR
SHALL  SELECT  ONE  OF  THE  DIRECTORS TO SERVE AS CHAIR, AND SUCH CHAIR
SHALL SERVE AT THE PLEASURE OF THE GOVERNOR. THE TERM  OF  OFFICE  OF  A
DIRECTOR,  INCLUDING THE DIRECTOR SERVING AS CHAIR, SHALL BE FIVE YEARS,
BUT IN THE FIRST INSTANCE SUCH DIRECTORS  SHALL  BE  APPOINTED  TO  HOLD
OFFICE  AS FOLLOWS: THREE FOR ONE YEAR; THREE FOR THREE YEARS; AND THREE

S. 2813--A                          6

FOR FIVE YEARS. UPON RESIGNATION OF A DIRECTOR, OR A  VACANCY  OCCURRING
IN ANY OTHER MANNER, SUCH VACANCY SHALL BE FILLED BY APPOINTMENT FOR THE
UNEXPIRED  TERM. IN OTHER RESPECTS, ALL VACANCIES SHALL BE FILLED IN THE
MANNER  CORRESPONDING  TO  THE ORIGINAL APPOINTMENT. EACH DIRECTOR SHALL
CONTINUE TO HOLD OFFICE AND SERVE UNTIL A SUCCESSOR IS APPOINTED, QUALI-
FIED AND ASSUMES OFFICE.
  3. EACH DIRECTOR SHALL BE ENTITLED TO RECEIVE A PER DIEM  PAYMENT  FOR
EVERY  DAY OF ACTUAL SERVICE TO THE NCPA, THE AMOUNT OF SAID PER DIEM TO
BE DETERMINED BY THE DIRECTORS, BUT NOT TO EXCEED FIVE THOUSAND  DOLLARS
PER  ANNUM,  ANNUALLY  ADJUSTED  FOR INFLATION ACCORDING TO THE CONSUMER
PRICE INDEX. EACH DIRECTOR SHALL ALSO BE ENTITLED TO  REIMBURSEMENT  FOR
ACTUAL  AND  REASONABLE  DIRECT  EXPENSES,  AS  MAY BE AUTHORIZED BY THE
DIRECTORS, IN EACH CASE UPON APPROPRIATE DOCUMENTATION BY THE SUBMITTING
DIRECTOR.  NO DIRECTOR OR ANY ENTITY, THE MAJORITY OF WHICH IS OWNED  OR
CONTROLLED  BY  ANY  DIRECTOR, SHALL RECEIVE ANY ADDITIONAL COMPENSATION
FROM NCPA OR BE EMPLOYED BY NCPA  IN  ANY  OTHER  CAPACITY  BY  WHATEVER
MEANS.
  4.  FIVE  DIRECTORS  SHALL  CONSTITUTE A QUORUM FOR THE TRANSACTION OF
BUSINESS, AND THE AFFIRMATIVE VOTE OF FIVE DIRECTORS AT A MEETING  SHALL
BE  NECESSARY TO THE VALIDITY OF ANY RESOLUTION, ORDER OR DETERMINATION.
THE DIRECTORS, IN BY-LAWS OR BY RESOLUTION, MAY ALLOW FOR ATTENDANCE  AT
A  MEETING  OF  THE  DIRECTORS  BY SPEAKER PHONE OR ANY OTHER ELECTRONIC
MEANS BY WHICH ALL MEETING PARTICIPANTS CAN HEAR ONE ANOTHER.
  5. THE DIRECTORS SHALL APPOINT AN EXECUTIVE COMMITTEE OF NOT LESS THAN
THREE DIRECTORS AND SHALL DELEGATE SUCH DUTIES AND  RESPONSIBILITIES  OF
THE  DIRECTORS  TO THE EXECUTIVE COMMITTEE AS IT MAY DETERMINE FROM TIME
TO TIME, EXCEPT THAT THE DIRECTORS SHALL NOT DELEGATE TO  THE  EXECUTIVE
COMMITTEE  THE POWER TO AUTHORIZE THE ISSUANCE OF SECURITIES. THE DIREC-
TORS MAY APPOINT SUCH ADDITIONAL COMMITTEES WITH SUCH DUTIES AND RESPON-
SIBILITIES AS THEY MAY DETERMINE FROM TIME TO TIME.
  6. THE DIRECTORS SHALL FROM TIME TO  TIME  SELECT  SUCH  OFFICERS  AND
EMPLOYEES,  INCLUDING  A  CHIEF  EXECUTIVE OFFICER AND SUCH ENGINEERING,
MANAGEMENT AND LEGAL OFFICERS, AND OTHER PROFESSIONAL EMPLOYEES, INCLUD-
ING BUT NOT LIMITED  TO  ACCOUNTING,  PLANNING,  CONSTRUCTION,  FINANCE,
APPRAISAL,  BANKING  AND  TRUSTEE SERVICES, AS THE DIRECTORS MAY REQUIRE
FOR THE PERFORMANCE OF THEIR DUTIES AND SHALL PRESCRIBE THE  DUTIES  AND
COMPENSATION OF EACH SUCH OFFICER AND EMPLOYEE.
  7.  NEITHER  THE  PUBLIC  SERVICE  COMMISSION  NOR  ANY OTHER BOARD OR
COMMISSION OF LIKE CHARACTER, SHALL HAVE JURISDICTION OVER THE AUTHORITY
IN THE MANAGEMENT AND CONTROL OF ITS PROPERTIES OR OPERATIONS EXCEPT  AS
PROVIDED IN THIS TITLE WITH REGARD TO RATES AND SERVICES OR OTHERWISE.
  8.  THE  AUTHORITY  AND  ITS  CORPORATE EXISTENCE SHALL CONTINUE UNTIL
TERMINATED BY LAW, SUBJECT TO THE PROVISIONS OF SUBDIVISION NINE OF THIS
SECTION AND SECTION ONE THOUSAND TWENTY-ONE-S OF THIS  TITLE,  PROVIDED,
HOWEVER,  THAT  NO  SUCH  LAW SHALL TAKE EFFECT SO LONG AS THE AUTHORITY
SHALL HAVE SECURITIES OUTSTANDING, UNLESS ADEQUATE  PROVISION  HAS  BEEN
MADE FOR THE PAYMENT THEREOF.
  9.    IN  THE EVENT THAT THE AUTHORITY DOES NOT COMMENCE EITHER ONE OR
MORE OF TRANSMITTING, DELIVERING AND GENERATING  ELECTRIC  POWER  WITHIN
TEN YEARS OF THE EFFECTIVE DATE OF THIS TITLE, THE AUTHORITY SHALL CEASE
TO  EXIST  AND THE PROVISIONS OF THIS TITLE SHALL BE OF NO FURTHER FORCE
AND  EFFECT,  SUBJECT  TO  THE  PROVISIONS  OF  SECTION   ONE   THOUSAND
TWENTY-ONE-M  OF  THIS  TITLE AND THE TERMS OF ANY BONDS, NOTES OR OTHER
DEBT OBLIGATIONS THEN OUTSTANDING.
  S 1021-E. POWERS AND DUTIES OF THE AUTHORITY. THE POWERS CONFERRED  BY
THIS  TITLE SHALL BE EXERCISED BY THE DIRECTORS, SUBJECT TO THE TERMS OF

S. 2813--A                          7

THIS TITLE. IN THE EXERCISE OF THOSE POWERS, EITHER DIRECTLY OR  THROUGH
ITS  OFFICERS  AND EMPLOYEES, THE DIRECTORS MAY DO THE FOLLOWING THINGS,
AMONG OTHERS, AND THE FOLLOWING LIST  OF  POWERS  SHALL  NOT  BE  DEEMED
COMPLETE OR EXCLUSIVE, OR TO DENY THE EXISTENCE OF OTHER POWERS, WHETHER
SIMILAR  OR  DIFFERENT,  SO  LONG  AS  THEY ARE REASONABLY NECESSARY FOR
ACCOMPLISHING THE PURPOSES DECLARED AND INDICATED IN THIS TITLE:
  1. TO MAKE AND ALTER BY-LAWS FOR THE REGULATION  OF  ITS  AFFAIRS  AND
CONDUCT OF ITS ACTIVITIES, TO SCHEDULE ANNUAL, REGULAR AND SPECIAL MEET-
INGS  OF  THE DIRECTORS, AS THE CONDUCT OF THE BUSINESS OF THE AUTHORITY
MAY WARRANT, AND TO ADOPT AND AMEND AN OFFICIAL SEAL;
  2. TO  DEVELOP,  ACQUIRE,  CONSTRUCT,  RECONSTRUCT,  REHABILITATE  AND
IMPROVE  FACILITIES  FOR THE TRANSMISSION, DISTRIBUTION OR GENERATION OF
ELECTRIC POWER OR ANY CONNECTED SERVICE;
  3.  TO  DETERMINE  THE  LOCATION,  TYPE,  SIZE,  CONSTRUCTION,  LEASE,
PURCHASE, OWNERSHIP, ACQUISITION, USE AND OPERATION OF ANY FACILITIES OR
OTHER STRUCTURE OR PROPERTY, WITHIN OR WITHOUT THE SERVICE AREA;
  4.  TO  INVESTIGATE,  IMPLEMENT  AND  INTEGRATE, TO THE FULLEST EXTENT
PRACTICABLE AND ECONOMICALLY FEASIBLE, SUCH  RESOURCE  CONSERVATION  AND
ENERGY EFFICIENCY MEASURES AND EQUIPMENT INTENDED TO REDUCE POWER DEMAND
AND  USAGE, UTILIZE GREEN TECHNOLOGIES, ALTERNATIVE AND RENEWABLE FUELS,
DISTRIBUTED GENERATION, NET METERING AND DEMAND RESPONSE  PROGRAMS,  ALL
AS  INTEGRAL  ELEMENTS IN ITS INVESTMENTS IN NEW PLANT AND EQUIPMENT FOR
TRANSMISSION, DISTRIBUTION AND GENERATION OF POWER, AND IN ITS MARKETING
AND SALE OF ELECTRICITY TO CONSUMERS;
  5. TO ACQUIRE ON BEHALF OF AND IN THE NAME OF THE  AUTHORITY,  WHETHER
BY  AGREEMENT  WITH  AND  PURCHASE FROM THE OWNER OR OWNERS, OR BY ARBI-
TRATION, OR WITHIN THE SERVICE AREA BY EMINENT DOMAIN, PURSUANT  TO  THE
PROCEDURES  SET  FORTH IN THE EMINENT DOMAIN PROCEDURE LAW, OR BY LEASE,
THE WHOLE OR ANY PART OF ANY EXISTING FACILITIES OR OF ANY OTHER PROPER-
TY TO BE USED IN CONNECTION WITH  POWER  TRANSMISSION,  DISTRIBUTION  OR
GENERATION BY THE AUTHORITY AS SET OUT IN THIS TITLE; PROVIDED, HOWEVER,
THAT  THE AUTHORITY SHALL NOT ACQUIRE REAL PROPERTY OF A MUNICIPALITY OR
A POLITICAL SUBDIVISION OF THE STATE UNLESS SUCH MUNICIPALITY  OR  POLI-
TICAL  SUBDIVISION  SHALL  CONSENT  THERETO;  AND IN CONNECTION WITH THE
PURCHASE OF SUCH PROPERTIES THE AUTHORITY MAY ASSUME ANY OBLIGATIONS  OF
THE OWNER OF SUCH PROPERTIES AND, TO THE EXTENT REQUIRED BY THE TERMS OF
ANY  INDENTURES  OR  OTHER INSTRUMENTS UNDER WHICH SUCH OBLIGATIONS WERE
ISSUED, THE AUTHORITY MAY ASSUME AND  AGREE  TO  PERFORM  COVENANTS  AND
OBSERVE  RESTRICTIONS CONTAINED IN SUCH INSTRUMENTS; AND FURTHERMORE THE
OWNER OF ANY PROPERTIES, WHICH THE AUTHORITY IS AUTHORIZED  TO  ACQUIRE,
IS  HEREBY  AUTHORIZED  TO  SELL  OR  OTHERWISE TRANSFER THE SAME TO THE
AUTHORITY.  IN THE EXERCISE OF THE POWER OF EMINENT DOMAIN, AS  PROVIDED
IN  THIS  SUBDIVISION, THE PROPERTY BEING ACQUIRED SHALL BE DEEMED, WHEN
SO DETERMINED BY THE AUTHORITY, TO BE FOR A PUBLIC USE;
  6. TO  TRANSMIT,  DISTRIBUTE  AND  GENERATE  ELECTRIC  POWER  AND  ANY
CONNECTED SERVICES WITHIN THE SERVICE AREA, TO FIX RATES AND CHARGES FOR
THE  FURNISHING  OR  RENDITION  OF  ELECTRIC  POWER  OR OF ANY CONNECTED
SERVICE, AND TO COLLECT REVENUES;
  7. TO MAINTAIN, OPERATE AND MANAGE, AND CONTRACT FOR THE  MAINTENANCE,
OPERATION AND MANAGEMENT OF PROPERTIES OF THE AUTHORITY;
  8.  TO APPLY TO THE APPROPRIATE AGENCIES AND OFFICIALS OF THE FEDERAL,
STATE AND LOCAL GOVERNMENTS FOR SUCH LICENSES, PERMITS OR APPROVALS  FOR
ITS  PLANS  AND PROJECTS AS IT MAY DEEM NECESSARY OR ADVISABLE, AND UPON
SUCH TERMS AND CONDITIONS AS IT MAY DEEM APPROPRIATE TO ACCEPT,  IN  ITS
DISCRETION, SUCH LICENSES, PERMITS OR APPROVALS AS MAY BE TENDERED TO IT
BY SUCH AGENCIES AND OFFICIALS;

S. 2813--A                          8

  9.  TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE JUDGMENT OF
THE AUTHORITY SHALL BE NECESSARY FOR  THE  PURPOSE  OF  MAKING  SURVEYS,
SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOMPLISH ANY PURPOSE AUTHORIZED
BY THIS TITLE, THE AUTHORITY BEING LIABLE ONLY FOR ACTUAL DAMAGES DONE;
  10. TO ENTER INTO COOPERATIVE AGREEMENTS WITH OTHER AUTHORITIES, MUNI-
CIPALITIES,  UTILITY  COMPANIES, INDIVIDUALS, FIRMS OR CORPORATIONS, AND
THE DOMINION OF CANADA AND ITS POLITICAL SUBDIVISIONS, FOR THE INTERCON-
NECTION OF FACILITIES AND THE EXCHANGE OR INTERCHANGE OF ELECTRIC  POWER
OR CONNECTED SERVICES, UPON SUCH TERMS AND CONDITIONS AS SHALL BE DETER-
MINED TO BE REASONABLE;
  11.  TO  EXECUTE CONTRACTS, BORROW MONEY, ISSUE BONDS, NOTES AND OTHER
OBLIGATIONS AS PROVIDED IN SECTION ONE  THOUSAND  TWENTY-ONE-K  OF  THIS
TITLE,  AND  SELL  THE SAME IN SUCH AMOUNTS AND AT SUCH PRICES, INTEREST
RATES AND OTHER FINANCIAL TERMS AS MAY BE DETERMINED BY THE DIRECTORS;
  12. TO ENTER INTO AGREEMENTS TO PURCHASE POWER FROM THE POWER AUTHORI-
TY OF THE STATE OF NEW YORK, THE STATE, ANY STATE  AGENCY,  ANY  MUNICI-
PALITY,  ANY  PRIVATE ENTITY OR ANY OTHER AVAILABLE SOURCE AT SUCH PRICE
OR PRICES AS MAY BE NEGOTIATED, INCLUDING THE POWER TO  ENTER  INTO  ANY
AGREEMENT OR ANY NEGOTIATION FOR THE PURCHASE OF POWER FROM THE DOMINION
OF  CANADA,  OR  ANY  POLITICAL SUBDIVISION, PUBLIC AUTHORITY OR PRIVATE
CORPORATION THEREIN;
  13. TO MAKE ANY PLANS, STUDIES OR INVESTIGATIONS  WHICH  IT  MAY  DEEM
NECESSARY, CONVENIENT OR DESIRABLE TO ENABLE IT EFFECTUALLY TO CARRY OUT
THE PROVISIONS OF THIS TITLE;
  14.  WITHIN  NINETY  DAYS  OF  THE FIRST SALE OF ELECTRIC POWER OR ANY
CONNECTED SERVICE, TO PROMULGATE  REGULATIONS  GRANTING  TO  RESIDENTIAL
CUSTOMERS  THE PROTECTIONS AFFORDED BY ARTICLE TWO OF THE PUBLIC SERVICE
LAW AND SECTION ONE HUNDRED THIRTY-ONE-S OF THE SOCIAL SERVICES LAW;
  15. TO ASSUME SUCH RIGHTS AND RESPONSIBILITIES  OF  THE  ALLIANCE  FOR
MUNICIPAL POWER, A JOINT STUDY COMMISSION ESTABLISHED BY INTER-MUNICIPAL
AGREEMENT  AMONG  THE  TWENTY-FOUR TOWNS AND VILLAGES WITHIN THE SERVICE
AREA OF THE AUTHORITY, WHICH FURTHER THE NCPA  PURPOSES  AND  POWERS  AS
DETERMINED  BY  THE  NCPA DIRECTORS IN ACCORDANCE WITH THE PROVISIONS OF
THIS TITLE; AND
  16. TO DO WHATEVER MAY BE NECESSARY TO GIVE EFFECT TO THE PURPOSES  OF
THIS  TITLE, AND IN GENERAL TO HAVE AND EXERCISE ALL OTHER POWERS NECES-
SARY OR INCIDENTAL TO THE PURPOSES OF THIS TITLE.
  S 1021-F. DEPOSIT AND INVESTMENT OF MONEYS OF THE  AUTHORITY.  1.  ALL
MONEYS  OF THE AUTHORITY, FROM WHATEVER SOURCE DERIVED, EXCEPT AS OTHER-
WISE AUTHORIZED OR PROVIDED IN THIS TITLE, SHALL UPON RECEIPT BE  DEPOS-
ITED  FORTHWITH  IN  A  BANK OR BANKS DESIGNATED BY THE DIRECTORS, TO BE
SELECTED IN ACCORDANCE WITH SUCH STANDARDS AS THE  DIRECTORS  SHALL  SET
FORTH  IN  THE  BY-LAWS OR INVESTMENT GUIDELINES OF THE AUTHORITY, WHICH
STANDARDS SHALL TAKE INTO ACCOUNT THE CREDITWORTHINESS AND CAPITAL POSI-
TION OF THE DEPOSITARY BANK OR BANKS. THE MONEYS IN SUCH ACCOUNTS MAY BE
INVESTED IN OBLIGATIONS OF THE STATE OR THE UNITED STATES, OR GUARANTEED
BY EITHER IN ACCORDANCE WITH PRACTICES  THAT  THE  DIRECTORS  SHALL  SET
FORTH  IN  THE  BY-LAWS  OR INVESTMENT GUIDELINES OF THE AUTHORITY.  THE
MONEYS IN SUCH ACCOUNTS SHALL BE WITHDRAWN ON THE ORDER OF  SUCH  PERSON
OR  PERSONS  AS  THE  DIRECTORS  SHALL  AUTHORIZE  IN THE BY-LAWS OF THE
AUTHORITY AND SHALL BE APPLIED TO THE USE OF THE AUTHORITY AS THE DIREC-
TORS SHALL AUTHORIZE IN THE BY-LAWS OF THE AUTHORITY.
  2. THE AUTHORITY SHALL HAVE POWER TO CONTRACT WITH HOLDERS OF  ANY  OF
ITS  BONDS OR NOTES OR OTHER OBLIGATIONS, OR ANY TRUSTEE THEREFOR, AS TO
THE CUSTODY, COLLECTION, SECURING, INVESTMENT AND PAYMENT OF ANY  MONEYS
OF  THE  AUTHORITY  AND OF ANY MONEYS HELD IN TRUST OR OTHERWISE FOR THE

S. 2813--A                          9

PAYMENT OF BONDS OR NOTES OR OTHER OBLIGATIONS, AND  TO  CARRY  OUT  ANY
SUCH  CONTRACT.    MONEYS  HELD IN TRUST OR OTHERWISE FOR THE PAYMENT OF
BONDS OR NOTES OR OTHER OBLIGATIONS OR IN ANY WAY  TO  SECURE  BONDS  OR
NOTES  OR  OBLIGATIONS  AND  DEPOSITS OF SUCH MONEYS SHALL BE SECURED IN
FULL IN DIRECT OBLIGATIONS OF THE  FEDERAL  GOVERNMENT  THE  PAYMENT  OF
WHICH  IS  GUARANTEED  BY THE UNITED STATES OF AMERICA. SUCH INVESTMENTS
SHALL BE HELD ON DEPOSIT ONLY IN BANKS HAVING A  MINIMUM  CREDIT  RATING
AND A MINIMUM ACCUMULATED CAPITAL, AS THE DIRECTORS SHALL SPECIFY IN THE
BY-LAWS OR INVESTMENT GUIDELINES OF THE AUTHORITY.
  3. SUBJECT TO AGREEMENTS WITH NOTEHOLDERS AND BONDHOLDERS OR ANY TRUS-
TEE THEREFOR, THE AUTHORITY SHALL PRESCRIBE A UNIFORM SYSTEM OF ACCOUNTS
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
  4.  THE  DIRECTORS  SHALL ADOPT INVESTMENT GUIDELINES AND STANDARDS TO
IMPLEMENT THE FOREGOING PROVISIONS OF THIS SECTION, WHICH GUIDELINES AND
STANDARDS SHALL BE REVIEWED ANNUALLY BY THE DIRECTORS AND SHALL BE  MADE
AVAILABLE TO STATE AND MUNICIPAL OFFICIALS AND TO THE PUBLIC.
  S  1021-G.  CONFLICTS  OF  INTEREST.  ELIGIBILITY FOR APPOINTMENT AS A
DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY SHALL BE SUBJECT  TO  THE
PROVISIONS  OF SECTION TWENTY-EIGHT HUNDRED TWENTY-FIVE OF THIS CHAPTER.
IN ADDITION TO THE REQUIREMENTS OF SUCH SECTION:
  1. IF ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY SHALL HAVE AN
INTEREST, EITHER DIRECT OR  INDIRECT,  IN  ANY  CONTRACT  TO  WHICH  THE
AUTHORITY  IS  OR  IS TO BE A PARTY, SUCH INTEREST SHALL BE DISCLOSED TO
THE AUTHORITY IN WRITING AND SHALL BE SET FORTH IN THE  MINUTES  OF  THE
AUTHORITY.  THE DIRECTOR, OFFICER OR EMPLOYEE HAVING SUCH INTEREST SHALL
NOT PARTICIPATE IN ANY ACTION BY THE  AUTHORITY  WITH  RESPECT  TO  SUCH
CONTRACT.
  2.  NO  DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY SHALL BE DEEMED
TO HAVE SUCH AN INTEREST SOLELY  BY  REASON  OF  THE  OWNERSHIP  OF  TWO
PERCENT  OR LESS OF THE SECURITIES OF A CORPORATION WHICH IS OR IS TO BE
A PARTY TO A CONTRACT WITH THE AUTHORITY, INCLUDING  WITHOUT  LIMITATION
THE HOLDING COMPANY OF ANY BANKING INSTITUTION IN WHICH THE FUNDS OF THE
AUTHORITY ARE, OR ARE TO BE DEPOSITED, OR WHICH IS OR IS TO BE ACTING AS
TRUSTEE  OR PAYING AGENT UNDER ANY BOND OR NOTE RESOLUTION, TRUST INDEN-
TURE OR SIMILAR INSTRUMENT TO WHICH THE AUTHORITY IS A PARTY.
  3. NOTHING IN THIS SECTION SHALL BE DEEMED OR CONSTRUED TO  LIMIT  THE
RIGHT  OF  ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY TO ACQUIRE
AN INTEREST IN THE SECURITIES OF THE AUTHORITY.
  S 1021-H. SALE OF SURPLUS POWER. WHENEVER ANY ELECTRIC POWER WHICH THE
AUTHORITY MAY ACQUIRE OR GENERATE CREATES A SURPLUS OVER THE  AMOUNT  OF
ELECTRIC  POWER  REQUIRED  BY  THE  RESIDENTS  OF  THE SERVICE AREA, THE
AUTHORITY MAY SELL SUCH SURPLUS IN TERRITORY OUTSIDE THE SERVICE AREA TO
PERSONS, OR PUBLIC OR PRIVATE CORPORATIONS. IN ACQUIRING ANY FACILITY OR
PROPERTY WHICH ALSO SERVES ANY MUNICIPALITY  OR  TERRITORY  OUTSIDE  THE
SERVICE  AREA, THE AUTHORITY, IF IT DEEMS IT ADVANTAGEOUS AND ECONOMICAL
SO TO DO, MAY, WITH THE CONSENT OF THE DIRECTORS, SERVE ANY SUCH MUNICI-
PALITY OR TERRITORY OR SELL ELECTRIC POWER  TO  PERSONS,  OR  PUBLIC  OR
PRIVATE CORPORATIONS IN SUCH TERRITORY OR TO SUCH MUNICIPALITY.
  S  1021-I.  SUBSIDIARIES.  1.    THE AUTHORITY SHALL HAVE THE RIGHT TO
EXERCISE AND PERFORM ALL OR PART OF ITS POWERS AND FUNCTIONS THROUGH ONE
OR MORE WHOLLY OWNED SUBSIDIARIES BY ACQUIRING THE VOTING SHARES THEREOF
OR BY RESOLUTION OF THE DIRECTORS DIRECTING ANY OF ITS DIRECTORS,  OFFI-
CERS  OR  EMPLOYEES TO ORGANIZE A SUBSIDIARY CORPORATION PURSUANT TO THE
BUSINESS CORPORATION LAW, THE  NOT-FOR-PROFIT  CORPORATION  LAW  OR  THE
TRANSPORTATION  CORPORATIONS  LAW.  SUCH  RESOLUTION SHALL PRESCRIBE THE
PURPOSE FOR WHICH ANY SUCH SUBSIDIARY CORPORATION IS TO BE FORMED.

S. 2813--A                         10

  2. THE AUTHORITY  MAY  TRANSFER  TO  ANY  SUBSIDIARY  CORPORATION  ANY
MONEYS,  PROPERTY  (REAL,  PERSONAL  OR MIXED) OR FACILITIES IN ORDER TO
CARRY OUT THE PURPOSES OF THIS TITLE. EACH SUCH  SUBSIDIARY  CORPORATION
SHALL  HAVE  ALL  THE  PRIVILEGES,  IMMUNITIES, TAX EXEMPTIONS AND OTHER
EXEMPTIONS  OF THE AUTHORITY TO THE EXTENT THE SAME ARE NOT INCONSISTENT
WITH THE STATUTE OR STATUTES  PURSUANT  TO  WHICH  SUCH  SUBSIDIARY  WAS
INCORPORATED.   EACH SUCH SUBSIDIARY SHALL ALSO BE SUBJECT TO THE PUBLIC
SERVICE LAW AND THE STATE ENVIRONMENTAL QUALITY REVIEW ACT TO  THE  SAME
EXTENT AS THEY APPLY TO THE NCPA.
  3.  ANY SUCH SUBSIDIARIES OF NCPA SHALL BE SUBJECT TO THE SAME REPORT-
ING, AUDITING AND REVIEW REQUIREMENTS APPLICABLE TO NCPA PURSUANT TO THE
PROVISIONS OF THIS TITLE.
  S 1021-J. AUDIT AND ANNUAL REPORTS. 1.  THE ACCOUNTS OF THE  AUTHORITY
SHALL  BE  SUBJECT  TO  THE SUPERVISION OF THE COMPTROLLER AND AN ANNUAL
AUDIT SHALL BE PERFORMED BY AN INDEPENDENT CERTIFIED  PUBLIC  ACCOUNTANT
SELECTED  BY  THE  DIRECTORS  AND SHALL BE MADE AVAILABLE TO THE MUNICI-
PALITIES SERVED BY THE NCPA AND TO THE PUBLIC.
  2. THE AUTHORITY SHALL SUBMIT A DETAILED ANNUAL REPORT PURSUANT TO AND
AS SPECIFIED IN SECTION TWENTY-EIGHT HUNDRED OF THIS CHAPTER, AND A COPY
OF SUCH REPORT SHALL BE FILED WITH THE COUNTY EXECUTIVES OF THE COUNTIES
OF FRANKLIN AND ST. LAWRENCE, AND WITH THE MAYORS AND SUPERVISORS OF THE
MUNICIPALITIES WITHIN THE SERVICE AREA AND SHALL BE  MADE  AVAILABLE  TO
THE MUNICIPALITIES SERVED BY THE NCPA AND TO THE PUBLIC.
  S  1021-K. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY. 1. THE
AUTHORITY SHALL HAVE POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO
ISSUE ITS BONDS, NOTES OR OTHER OBLIGATIONS, FOR THE PURPOSE OF  FINANC-
ING  ANY  CAPITAL  PROJECT  AUTHORIZED  BY THIS TITLE, INCLUDING BUT NOT
LIMITED TO, THE ACQUISITION OF ANY REAL OR PERSONAL PROPERTY OR  FACILI-
TIES  DEEMED  NECESSARY  BY  THE AUTHORITY, DEVELOPMENT AND PROFESSIONAL
EXPENSES, AND FUNDING ANY CAPITAL OR OTHER RESERVE FUNDS ESTABLISHED  IN
CONNECTION WITH THE AUTHORITY'S OPERATIONS OR ISSUANCES, IN SUCH PRINCI-
PAL  AMOUNT  AS  THE  DIRECTORS SHALL DETERMINE NECESSARY TO PERFORM ITS
CORPORATE DUTIES AND FURTHER ITS PURPOSES AS AUTHORIZED IN  THIS  TITLE.
THE  MAXIMUM MATURITY OF ANY SUCH BOND SHALL NOT EXCEED FORTY YEARS FROM
ITS DATE OF ISSUANCE. THE MAXIMUM MATURITY OF ANY  SUCH  NOTE  OR  OBLI-
GATION SHALL NOT EXCEED FIVE YEARS FROM ITS DATE OF ISSUANCE.
  2. EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED BY THE AUTHORITY, THE
ISSUANCE  OF BONDS, NOTES OR OTHER OBLIGATIONS, UP TO ONE HUNDRED SEVEN-
TY-FIVE MILLION DOLLARS ANNUALLY, SHALL BE GENERAL  OBLIGATIONS  OF  THE
AUTHORITY  PAYABLE  OUT  OF  ANY  MONEYS  OR  REVENUES OF THE AUTHORITY,
SUBJECT ONLY TO ANY AGREEMENTS WITH THE  HOLDERS  OF  PARTICULAR  BONDS,
NOTES OR OTHER OBLIGATIONS PLEDGING ANY PARTICULAR MONEYS OR REVENUES.
  3. THE AUTHORITY SHALL HAVE POWER FROM TIME TO TIME, WHENEVER IT DEEMS
REFUNDING  EXPEDIENT, TO REFUND ANY BONDS, NOTES OR OTHER OBLIGATIONS BY
THE ISSUANCE OF NEW BONDS, NOTES OR OTHER OBLIGATIONS, UP TO ONE HUNDRED
SEVENTY-FIVE MILLION DOLLARS ANNUALLY, WHETHER THE BONDS, NOTES OR OTHER
OBLIGATIONS TO BE REFUNDED HAVE OR  HAVE  NOT  MATURED,  AND  MAY  ISSUE
BONDS, NOTES OR OTHER OBLIGATIONS PARTLY TO REFUND BONDS, NOTES OR OTHER
OBLIGATIONS  THEN OUTSTANDING AND PARTLY FOR ANY OTHER PURPOSE DESCRIBED
IN THIS SECTION. REFUNDING BONDS, NOTES  OR  OTHER  OBLIGATIONS  MAY  BE
EXCHANGED FOR THE BONDS, NOTES OR OTHER OBLIGATIONS TO BE REFUNDED, WITH
SUCH CASH ADJUSTMENTS AS MAY BE AGREED, OR MAY BE SOLD WITH THE PROCEEDS
APPLIED TO THE PURCHASE OR PAYMENT OF THE BONDS TO BE REFUNDED.
  4. BONDS MAY BE ISSUED EITHER IN A SERIES WITH MULTIPLE DISCRETE MATU-
RITY  DATES  OR  AS  TERM  BONDS WITH A SINGLE MATURITY DATE. THE BONDS,
NOTES OR OTHER OBLIGATIONS SHALL BE  AUTHORIZED  BY  RESOLUTION  OF  THE

S. 2813--A                         11

DIRECTORS  AND  SHALL  BEAR  SUCH  DATE OR DATES, MATURE AT SUCH TIME OR
TIMES, BEAR INTEREST AT SUCH RATE OR RATES, PAYABLE ANNUALLY OR SEMI-AN-
NUALLY, BE IN SUCH DENOMINATIONS, BE IN SUCH FORM, CARRY SUCH  REGISTRA-
TION  PRIVILEGES, BE EXECUTED IN SUCH MANNER, BE PAYABLE IN LAWFUL MONEY
OF THE UNITED STATES OF AMERICA AT SUCH PLACE OR PLACES, AND BE  SUBJECT
TO  SUCH  TERMS  OF  REDEMPTION,  AS  SUCH RESOLUTION OR RESOLUTIONS MAY
PROVIDE. IN THE EVENT THAT TERM BONDS, NOTES OR  OTHER  OBLIGATIONS  ARE
ISSUED, THE RESOLUTION AUTHORIZING THE SAME MAY MAKE SUCH PROVISIONS FOR
THE  ESTABLISHMENT  AND  MANAGEMENT  OF  ADEQUATE  SINKING FUNDS FOR THE
PAYMENT THEREOF, AS THE AUTHORITY MAY DEEM NECESSARY.
  5. THE BONDS, NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY MAY BE  SOLD
AT  PUBLIC  OR  PRIVATE  SALE  FOR SUCH PRICE OR PRICES AS THE AUTHORITY
SHALL DETERMINE. FOR A PRIVATE SALE OF  ITS  SECURITIES,  THE  AUTHORITY
SHALL  OBTAIN  THE  WRITTEN  APPROVAL OF THE TERMS OF SUCH SALE FROM THE
COMPTROLLER IF SUCH SALE IS TO A PARTY OTHER THAN  THE  COMPTROLLER,  OR
FROM  THE  DIRECTOR OF THE BUDGET WHERE SUCH SALE IS TO THE COMPTROLLER,
IN EITHER CASE PRIOR TO CLOSING THE ISSUANCE TRANSACTION.
  6. ANY RESOLUTION AUTHORIZING ANY ISSUANCE OF BONDS,  NOTES  OR  OTHER
OBLIGATIONS  MAY  CONTAIN  PROVISIONS,  WHICH  SHALL  BE  A  PART OF THE
CONTRACT BETWEEN THE AUTHORITY AND THE HOLDERS OF THE ISSUED SECURITIES,
AS TO:
  (A) PLEDGING ALL OR ANY PART OF THE REVENUES OF THE AUTHORITY  OR  ITS
PROJECTS  OR  ANY  REVENUE  PRODUCING  CONTRACT OR CONTRACTS MADE BY THE
AUTHORITY WITH ANY INDIVIDUAL, PARTNERSHIP, LIMITED  LIABILITY  COMPANY,
CORPORATION  OR ASSOCIATION TO SECURE THE PAYMENT OF THE BONDS, NOTES OR
OTHER OBLIGATIONS, SUBJECT TO SUCH AGREEMENTS WITH HOLDERS OF SECURITIES
OF THE AUTHORITY;
  (B) PLEDGING, ASSIGNING OR CREATING A LIEN  ON  ALL  OR  ANY  PART  OF
ASSETS  OF  THE  AUTHORITY, INCLUDING MORTGAGES AND OBLIGATIONS SECURITY
MORTGAGES, TO SECURE THE PAYMENT OF THE BONDS, SUBJECT  TO  SUCH  AGREE-
MENTS WITH HOLDERS OF SECURITIES OF THE AUTHORITY;
  (C) THE SETTING ASIDE OF RESERVES OR SINKING FUNDS, AND THE REGULATION
AND DISPOSITION THEREOF;
  (D) ESTABLISHMENT OF SPECIAL FUNDS FOR DEPOSIT OF MONEYS RECEIVED FROM
THE PROCEEDS OF THE ISSUANCE OF SECURITIES AS THE DIRECTORS SHALL DETER-
MINE,  CONSISTENT  WITH THE AUTHORIZING RESOLUTION AND THE PROVISIONS OF
THIS TITLE;
  (E) LIMITATIONS ON THE PURPOSE TO WHICH THE PROCEEDS OF  SALE  OF  ANY
ISSUANCE  OF  BONDS, NOTES OR OTHER OBLIGATIONS THEN OR THEREAFTER TO BE
ISSUED MAY BE APPLIED AND PLEDGING SUCH PROCEEDS TO SECURE  THE  PAYMENT
OF THE BONDS, NOTES OR OTHER OBLIGATIONS;
  (F)  LIMITATIONS  OF  THE ISSUANCE OF ADDITIONAL BONDS, NOTES OR OTHER
OBLIGATIONS; THE TERMS UPON WHICH ADDITIONAL BONDS, NOTES OR OTHER OBLI-
GATIONS MAY BE ISSUED AND SECURED;  AND  THE  REFUNDING  OF  OUTSTANDING
BONDS, NOTES OR OTHER OBLIGATIONS;
  (G)  THE  PROCEDURE,  IF  ANY, BY WHICH THE TERMS OF ANY CONTRACT WITH
BONDHOLDERS MAY BE AMENDED OR ABROGATED, THE AMOUNT OF BONDS THE HOLDERS
OF WHICH MUST CONSENT THERETO, AND THE MANNER IN WHICH SUCH CONSENT  MAY
BE GIVEN;
  (H)  PROVIDING FOR THE APPOINTMENT AND POWERS OF A TRUSTEE FOR HOLDERS
OF SECURITIES, AND THE RIGHTS, POWERS AND DUTIES OF SUCH TRUSTEE AS  THE
DIRECTORS MAY DETERMINE;
  (I)  LIMITATIONS  ON THE AMOUNT OF MONEYS DERIVED FROM A PROJECT TO BE
EXPENDED FOR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES OF THE AUTHORI-
TY;

S. 2813--A                         12

  (J) DEFINING THE ACTS OR OMISSIONS TO ACT  WHICH  SHALL  CONSTITUTE  A
DEFAULT IN THE DUTIES OF THE AUTHORITY TO HOLDERS OF ITS OBLIGATIONS AND
PROVIDING  THE  RIGHTS  AND  REMEDIES  OF SUCH HOLDERS IN THE EVENT OF A
DEFAULT; AND
  (K)  ANY  OTHER  PROVISIONS  NOT INCONSISTENT WITH THOSE ENUMERATED IN
THIS SUBDIVISION AND NECESSARY TO EFFECT ITS ISSUANCES OF  BONDS,  NOTES
OR OTHER OBLIGATIONS AND THE RIGHTS OF THE HOLDERS OF ITS SECURITIES, OR
OTHERWISE IN FURTHERANCE OF ITS CORPORATE PURPOSES.
  7.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS TITLE, ANY SUCH RESOL-
UTION OR RESOLUTIONS SHALL CONTAIN A COVENANT BY THE AUTHORITY  THAT  IT
WILL AT ALL TIMES MAINTAIN RATES, FEES OR CHARGES SUFFICIENT TO PAY, AND
THAT  ANY  CONTRACTS  ENTERED INTO BY THE AUTHORITY FOR THE SALE, TRANS-
MISSION OR DISTRIBUTION OF POWER SHALL CONTAIN RATES,  FEES  OR  CHARGES
SUFFICIENT TO PAY THE COSTS OF OPERATION AND MAINTENANCE OF THE PROJECT,
THE PRINCIPAL OF AND INTEREST ON ANY OBLIGATIONS ISSUED PURSUANT TO SUCH
RESOLUTION AS THE SAME SEVERALLY BECOME DUE AND PAYABLE, AND TO MAINTAIN
ANY  DEBT SERVICE COVERAGE RATIOS AND ANY RESERVES REQUIRED BY THE TERMS
OF SUCH RESOLUTION OR RESOLUTIONS.
  8. IT IS THE INTENT OF THIS TITLE THAT ANY PLEDGE OF REVENUES OR OTHER
MONEYS OR OF A REVENUE PRODUCING  CONTRACT  OR  CONTRACTS  MADE  BY  THE
AUTHORITY  SHALL  BE  VALID AND BINDING FROM THE TIME WHEN THE PLEDGE IS
MADE; THAT THE REVENUES OR OTHER MONEYS OR PROCEEDS OF ANY  CONTRACT  OR
CONTRACTS  SO  PLEDGED  AND  THEREAFTER  RECEIVED BY THE AUTHORITY SHALL
IMMEDIATELY BE SUBJECT TO THE LIEN OF SUCH PLEDGE WITHOUT  ANY  PHYSICAL
DELIVERY  THEREOF  OR  FURTHER ACT; AND THAT THE LIEN OF ANY SUCH PLEDGE
SHALL BE VALID AND BINDING AS AGAINST ALL PARTIES HAVING CLAIMS  OF  ANY
KIND  IN  TORT, CONTRACT OR OTHERWISE AGAINST THE AUTHORITY IRRESPECTIVE
OF WHETHER SUCH PARTIES HAVE NOTICE THEREOF. NEITHER THE RESOLUTION  NOR
ANY OTHER INSTRUMENT BY WHICH A PLEDGE IS CREATED NEED BE RECORDED.
  9.    NEITHER  THE DIRECTORS OF THE AUTHORITY NOR ANY PERSON EXECUTING
THE BONDS, NOTES OR OTHER OBLIGATIONS SHALL BE LIABLE PERSONALLY ON  THE
BONDS,  NOTES OR OTHER OBLIGATIONS OR BE SUBJECT TO ANY PERSONAL LIABIL-
ITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF.
  10. THE AUTHORITY SHALL HAVE THE POWER  OUT  OF  ANY  FUNDS  AVAILABLE
THEREFOR  TO  PURCHASE  BONDS, NOTES OR OTHER OBLIGATIONS. THE AUTHORITY
MAY HOLD, PLEDGE, CANCEL OR RESELL SUCH  BONDS,  NOTES  OR  OTHER  OBLI-
GATIONS, SUBJECT TO AND IN ACCORDANCE WITH AGREEMENTS WITH BONDHOLDERS.
  11.  ANY BONDS, NOTES OR OTHER OBLIGATIONS ISSUED BY THE AUTHORITY ARE
HEREBY MADE SECURITIES IN WHICH ALL PUBLIC OFFICERS AND BODIES  OF  THIS
STATE  AND  ALL MUNICIPALITIES AND MUNICIPAL SUBDIVISIONS, ALL INSURANCE
COMPANIES AND ASSOCIATIONS AND OTHER PERSONS CARRYING  ON  AN  INSURANCE
BUSINESS, ALL BANKS, BANKERS, TRUST COMPANIES, SAVINGS BANKS AND SAVINGS
ASSOCIATIONS, INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN
ASSOCIATIONS, INVESTMENT COMPANIES AND OTHER PERSONS CARRYING ON A BANK-
ING  BUSINESS,  AND  ALL  OTHER PERSONS WHATSOEVER WHO ARE AUTHORIZED TO
INVEST IN BONDS, NOTES OR OTHER OBLIGATIONS OF THE STATE,  MAY  PROPERLY
AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL OR BELONGING
TO  THEM;  SUBJECT TO THE PROVISIONS OF ANY OTHER GENERAL OR SPECIAL LAW
TO THE CONTRARY.
  12. THE AUTHORITY IS AUTHORIZED TO OBTAIN FROM ANY DEPARTMENT OR AGEN-
CY OF THE UNITED STATES OF AMERICA OR THE STATE OR  ANY  NONGOVERNMENTAL
INSURER OR FINANCIAL INSTITUTION ANY INSURANCE, GUARANTY OR OTHER CREDIT
SUPPORT  DEVICE,  TO  THE EXTENT AVAILABLE, AS TO, OR FOR THE PAYMENT OR
REPAYMENT OF INTEREST OR PRINCIPAL, OR BOTH, OR ANY PART THEREOF, ON ANY
BONDS, NOTES OR OTHER OBLIGATIONS ISSUED BY THE AUTHORITY AND  TO  ENTER
INTO  ANY  AGREEMENT  OR  CONTRACT WITH RESPECT TO ANY SUCH INSURANCE OR

S. 2813--A                         13

GUARANTY, EXCEPT TO THE EXTENT THAT THE SAME WOULD IN ANY WAY IMPAIR  OR
INTERFERE  WITH  THE ABILITY OF THE AUTHORITY TO PERFORM AND FULFILL THE
TERMS OF ANY AGREEMENT MADE WITH THE HOLDERS OF OUTSTANDING BONDS, NOTES
OR OTHER OBLIGATIONS OF THE AUTHORITY.
  13.  IN  ADDITION  TO  THE  POWERS  CONFERRED IN THIS SECTION UPON THE
AUTHORITY TO SECURE ITS BONDS, NOTES OR OTHER OBLIGATIONS, THE AUTHORITY
SHALL HAVE THE POWER IN CONNECTION WITH THE ISSUANCE OF BONDS, NOTES  OR
OTHER  OBLIGATIONS  TO  ENTER  INTO SUCH AGREEMENTS AS THE AUTHORITY MAY
DEEM NECESSARY, CONVENIENT OR DESIRABLE CONCERNING THE USE  OR  DISPOSI-
TION  OF  ITS REVENUES OR OTHER MONEYS OR PROPERTY, AND FOR THE ACQUISI-
TION, ALTERATION OR DISPOSITION OF  ITS  PROPERTY,  REAL  AND  PERSONAL,
INCLUDING  THE  MORTGAGING  OF ANY OF ITS PROPERTIES AND THE ENTRUSTING,
PLEDGING OR CREATION OF ANY OTHER SECURITY INTEREST IN ANY  SUCH  REVEN-
UES, MONEYS OR PROPERTIES AND THE DOING OF ANY ACT, INCLUDING REFRAINING
FROM  DOING  ANY  ACT, WHICH THE AUTHORITY WOULD HAVE THE RIGHT TO DO IN
THE ABSENCE OF SUCH AGREEMENTS. THE AUTHORITY SHALL HAVE  THE  POWER  TO
ENTER  INTO  AMENDMENTS OF ANY SUCH AGREEMENTS WITHIN THE POWERS GRANTED
TO THE AUTHORITY BY THIS TITLE  AND  TO  PERFORM  SUCH  AGREEMENTS.  THE
PROVISIONS  OF  ANY  SUCH  AGREEMENTS MAY BE MADE A PART OF THE CONTRACT
WITH THE HOLDERS OF BONDS, NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY.
  14. ALL BONDS, NOTES AND OTHER OBLIGATIONS  ISSUED  BY  THE  AUTHORITY
UNDER  THE  PROVISIONS OF THIS TITLE ARE HEREBY DECLARED TO HAVE ALL THE
QUALITIES AND INCIDENTS OF NEGOTIABLE INSTRUMENTS UNDER  THE  APPLICABLE
LAWS OF THE STATE.
  S  1021-L.  STATE  AND  MUNICIPALITIES NOT LIABLE ON BONDS OR NOTES OR
OTHER OBLIGATIONS. THE SECURITIES OF THE AUTHORITY SHALL NOT BE  A  DEBT
OF THE STATE OR OF ANY MUNICIPALITY, AND NEITHER THE STATE NOR ANY MUNI-
CIPALITY SHALL BE LIABLE THEREON. THE AUTHORITY SHALL NOT HAVE THE POWER
TO  PLEDGE  THE CREDIT, THE REVENUES OR THE TAXING POWER OF THE STATE OR
OF ANY MUNICIPALITY, AND NEITHER THE CREDIT, THE REVENUES NOR THE TAXING
POWER OF THE STATE OR OF ANY MUNICIPALITY SHALL BE OR SHALL BE DEEMED TO
BE PLEDGED TO THE PAYMENT OF  ANY  SECURITIES  OF  THE  AUTHORITY.  EACH
EVIDENCE  OF  INDEBTEDNESS OF THE AUTHORITY, INCLUDING THE SECURITIES OF
THE AUTHORITY, SHALL CONTAIN A  CLEAR  AND  EXPLICIT  STATEMENT  OF  THE
PROVISIONS OF THIS SECTION.
  S  1021-M. AGREEMENT OF THE STATE. THE STATE DOES HEREBY PLEDGE TO AND
AGREE WITH THE HOLDERS OF ANY BONDS, NOTES OR OTHER  OBLIGATIONS  ISSUED
BY  THE  AUTHORITY  UNDER  THIS  TITLE, THAT THE STATE WILL NOT LIMIT OR
ALTER THE RIGHTS HEREBY VESTED IN THE AUTHORITY TO ESTABLISH AND COLLECT
THE REVENUES AND OTHER CHARGES REFERRED TO IN THIS TITLE AND TO  FULFILL
THE  TERMS OF ANY AGREEMENTS MADE WITH OR FOR THE BENEFIT OF THE HOLDERS
OF THE SECURITIES, OR IN ANY WAY IMPAIR THE RIGHTS AND REMEDIES  OF  THE
BONDHOLDERS  UNTIL  SUCH  SECURITIES  ARE FULLY MET AND DISCHARGED.  THE
AUTHORITY IS AUTHORIZED TO INCLUDE THIS  PLEDGE  OF  THE  STATE  IN  ALL
AGREEMENTS BY THE AUTHORITY WITH THE HOLDERS OF ITS SECURITIES.
  S  1021-N.  EXEMPTION  OF THE AUTHORITY FROM TAXATION. 1. IT IS HEREBY
FOUND AND DECLARED THAT THE OPERATION OF THE AUTHORITY IS PRIMARILY  FOR
THE  BENEFIT OF THE PEOPLE OF THE PARTICIPATING MUNICIPALITIES, COUNTIES
AND THE STATE, FOR THE IMPROVEMENT OF THEIR HEALTH, WELFARE AND PROSPER-
ITY, AND IS A PUBLIC PURPOSE, AND THE AUTHORITY  SHALL  BE  REGARDED  AS
PERFORMING  AN  ESSENTIAL  GOVERNMENTAL  FUNCTION  IN  CARRYING  OUT THE
PROVISIONS OF THIS TITLE.
  2. THE PROPERTY OF THE AUTHORITY, AND ITS INCOME AND OPERATIONS  SHALL
BE  EXEMPT  FROM  TAXATION  OR ASSESSMENTS OF EVERY KIND AND NATURE; NOR
SHALL THE AUTHORITY BE REQUIRED TO PAY ANY FILING OR  RECORDING  FEE  OR
TRANSFER  TAX OF ANY KIND ON ACCOUNT OF INSTRUMENTS FILED OR RECORDED BY

S. 2813--A                         14

IT OR ON ITS BEHALF, PROVIDED THAT NOTHING IN THIS SECTION SHALL PREVENT
THE AUTHORITY FROM ENTERING INTO AGREEMENTS TO MAKE PAYMENTS IN LIEU  OF
TAXES WITH THE GOVERNING BODIES OF MUNICIPALITIES OR OTHER LOCAL GOVERN-
MENT  TAXING ENTITIES. MORTGAGES MADE OR FINANCED (DIRECTLY OR INDIRECT-
LY) BY THE AUTHORITY SHALL BE EXEMPT FROM THE MORTGAGE  RECORDING  TAXES
IMPOSED BY ARTICLE ELEVEN OF THE TAX LAW.
  3.  THE  SECURITIES  ISSUED  BY  THE AUTHORITY, THEIR TRANSFER AND THE
INCOME THEREFROM SHALL, AT ALL TIMES, BE FREE FROM TAXATION BY THE STATE
OR ANY MUNICIPALITY, EXCEPT FOR ESTATE AND GIFT TAXES.
  S 1021-O. ACTIONS AGAINST  THE  AUTHORITY.  1.  ANY  ACTION,  SUIT  OR
PROCEEDING  TO  WHICH THE AUTHORITY MAY BE A PARTY IN WHICH ANY QUESTION
ARISES AS TO THE VALIDITY OF THIS TITLE OR THE  VALUATION  OF  STOCK  OR
ASSETS ACQUIRED BY THE AUTHORITY BY THE EXERCISE OF THE POWER OF EMINENT
DOMAIN  SHALL  BE PREFERRED OVER ALL OTHER CIVIL CAUSES IN ALL COURTS OF
THE STATE, EXCEPT ELECTION MATTERS, AND SHALL BE HEARD AND DETERMINED IN
PREFERENCE TO ALL OTHER CIVIL BUSINESS PENDING THEREIN, EXCEPT  ELECTION
MATTERS,  IRRESPECTIVE  OF POSITION ON THE CALENDAR. THE SAME PREFERENCE
SHALL BE GRANTED UPON APPLICATION OF COUNSEL TO  THE  AUTHORITY  IN  ANY
ACTION OR PROCEEDING QUESTIONING THE VALIDITY OF THIS TITLE OR THE VALU-
ATION  OF  STOCK  OR ASSETS ACQUIRED BY THE AUTHORITY BY THE EXERCISE OF
THE POWER OF EMINENT DOMAIN IN WHICH SUCH  COUNSEL  MAY  BE  ALLOWED  TO
INTERVENE.  THE  VENUE OF ANY SUCH ACTION OR PROCEEDING SHALL BE LAID IN
THE SUPREME COURT FOR THE COUNTY IN WHICH THE PRINCIPAL  OFFICE  OF  THE
AUTHORITY IS LOCATED.
  2.  IN  THE  EVENT ANY PARTY SHALL APPEAL AN AWARD OF COMPENSATION FOR
THE TAKING BY THE AUTHORITY OF STOCK OR ASSETS, SUCH PARTY SHALL POST  A
BOND IN SUCH AMOUNT, IF ANY, AS THE SUPREME COURT SHALL DEEM APPROPRIATE
TO  ADEQUATELY  PROTECT  THE  INTERESTS OF THE OTHER PARTY UNDER ALL THE
CIRCUMSTANCES.
  3. AN ACTION AGAINST THE  AUTHORITY  FOUNDED  ON  TORT  SHALL  NOT  BE
COMMENCED  MORE  THAN ONE YEAR AND NINETY DAYS AFTER THE CAUSE OF ACTION
THEREFOR SHALL HAVE ACCRUED, NOR UNLESS A NOTICE  OF  CLAIM  SHALL  HAVE
BEEN  SERVED ON THE AUTHORITY WITHIN THE TIME LIMITED BY, AND IN COMPLI-
ANCE WITH ALL THE REQUIREMENTS OF SECTION FIFTY-E OF THE GENERAL MUNICI-
PAL LAW, EXCEPT THAT AN ACTION AGAINST THE AUTHORITY FOR WRONGFUL  DEATH
SHALL BE COMMENCED IN ACCORDANCE WITH THE NOTICE OF CLAIM AND TIME LIMI-
TATION PROVISIONS OF TITLE ELEVEN OF ARTICLE NINE OF THIS CHAPTER.
  S 1021-P. EQUAL EMPLOYMENT OPPORTUNITY.  ALL CONTRACTS ENTERED INTO BY
THE  AUTHORITY  PURSUANT  TO THIS TITLE OF WHATEVER NATURE AND ALL DOCU-
MENTS SOLICITING BIDS OR PROPOSALS THEREFOR SHALL CONTAIN OR MAKE REFER-
ENCE TO THE FOLLOWING PROVISION:
  THE CONTRACTOR SHALL NOT DISCRIMINATE AGAINST EMPLOYEES OR  APPLICANTS
FOR EMPLOYMENT BECAUSE OF RACE, CREED, COLOR, NATIONAL ORIGIN, SEX, AGE,
DISABILITY  OR  MARITAL  STATUS, AND WILL UNDERTAKE OR CONTINUE EXISTING
PROGRAMS OF AFFIRMATIVE ACTION TO ENSURE THAT MINORITY GROUP PERSONS AND
WOMEN  ARE  AFFORDED  EQUAL  OPPORTUNITY  WITHOUT  DISCRIMINATION.  SUCH
PROGRAMS  SHALL INCLUDE, BUT NOT BE LIMITED TO, RECRUITMENT, EMPLOYMENT,
JOB ASSIGNMENT, PROMOTION, UPGRADING, DEMOTION, TRANSFER, LAYOFF, TERMI-
NATION, RATES OF PAY OR OTHER FORMS OF COMPENSATION, AND  SELECTION  FOR
TRAINING  AND RETRAINING, INCLUDING APPRENTICESHIP AND ON-THE-JOB TRAIN-
ING.
  S 1021-Q. LIMITATION OF LIABILITY; INDEMNIFICATION. 1. THE  DIRECTORS,
OFFICERS  AND  EMPLOYEES OF THE AUTHORITY, WHILE ACTING WITHIN THE SCOPE
OF THEIR AUTHORITY AS DIRECTORS, OFFICERS OR  EMPLOYEES,  SHALL  NOT  BE
SUBJECT  TO ANY PERSONAL OR CIVIL LIABILITY RESULTING FROM THE EXERCISE,
CARRYING OUT OR ADVOCACY OF ANY OF THE  AUTHORITY'S  PURPOSES  OR  POWER

S. 2813--A                         15

UNLESS  THE  CONDUCT  OF THE DIRECTORS, OFFICERS OR EMPLOYEES IS FINALLY
DETERMINED BY A COURT OF COMPETENT  JURISDICTION  TO  CONSTITUTE  INTEN-
TIONAL WRONGDOING OR RECKLESSNESS.
  2. THE PROVISIONS OF SECTION EIGHTEEN OF THE PUBLIC OFFICERS LAW SHALL
APPLY   TO  DIRECTORS,  OFFICERS  AND  EMPLOYEES  OF  THE  AUTHORITY  IN
CONNECTION  WITH  ANY  AND  ALL  CLAIMS,  DEMANDS,  SUITS,  ACTIONS   OR
PROCEEDINGS WHICH MAY BE MADE OR BROUGHT AGAINST ANY OF THEM ARISING OUT
OF  ANY  DETERMINATIONS  MADE OR ACTIONS TAKEN OR OMITTED TO BE TAKEN IN
COMPLIANCE WITH ANY ACTIONS TAKEN PURSUANT TO THE POWERS OF THIS TITLE.
  3. AS USED IN  THIS  SECTION,  THE  TERMS  "DIRECTOR",  "OFFICER"  AND
"EMPLOYEE"  SHALL INCLUDE A FORMER DIRECTOR, OFFICER OR EMPLOYEE AND HIS
OR HER ESTATE OR JUDICIALLY APPOINTED PERSONAL REPRESENTATIVE.
  S 1021-R. POWER TO COMPEL ATTENDANCE OF WITNESSES. FOR THE PURPOSE  OF
EXERCISING  ITS  POWERS AND PERFORMING ITS DUTIES PURSUANT TO THIS TITLE
AND OF SECURING SUCH INFORMATION AS IT MAY DEEM NECESSARY, THE AUTHORITY
SHALL HAVE THE POWER TO COMPEL  THE  ATTENDANCE  OF  WITNESSES  AND  THE
PRODUCTION  OF  DOCUMENTS. THE POWER HEREBY CONFERRED UPON THE AUTHORITY
MAY BE EXERCISED BY ANY ONE OR MORE OF THE DIRECTORS IF HE, SHE OR  THEY
ARE  AUTHORIZED SO TO ACT ON BEHALF OF THE AUTHORITY BY RESOLUTION OR BY
LAW. A SUBPOENA ISSUED UNDER THIS SECTION  SHALL  BE  REGULATED  BY  THE
CIVIL PRACTICE LAW AND RULES.
  S  1021-S. REPORTING REQUIREMENTS. IN ADDITION TO REPORTING THE INFOR-
MATION REQUIRED BY SUBDIVISIONS ONE  AND  TWO  OF  SECTION  TWENTY-EIGHT
HUNDRED  OF  THE  PUBLIC  AUTHORITIES  LAW  THE AUTHORITY SHALL SUBMIT A
DETAILED REPORT OR REPORTS SETTING  FORTH  (1)  ITS  FINANCIAL  REPORTS,
INCLUDING (I) AUDITED FINANCIALS IN ACCORDANCE WITH ALL APPLICABLE REGU-
LATIONS  AND  FOLLOWING  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES  AS
DEFINED IN SUBDIVISION TEN OF SECTION TWO OF THE STATE FINANCE LAW, (II)
GRANT AND SUBSIDY PROGRAMS, (III) OPERATING AND  FINANCIAL  RISKS,  (IV)
CURRENT  RATINGS,  IF  ANY,  OF ITS BONDS ISSUED BY RECOGNIZED MUNICIPAL
BOND RATING AGENCIES AND NOTICE OF CHANGES  IN  SUCH  RATINGS,  AND  (V)
LONG-TERM  LIABILITIES, INCLUDING LEASES AND EMPLOYEE BENEFIT PLANS; (2)
ITS MISSION STATEMENT AND MEASUREMENTS INCLUDING ITS MOST  RECENT  MEAS-
UREMENT REPORT; (3) BIOGRAPHICAL INFORMATION, NOT INCLUDING CONFIDENTIAL
PERSONAL  INFORMATION, FOR ALL DIRECTORS AND OFFICERS AND EMPLOYEES; (4)
A COPY OF THE LEGISLATION THAT FORMS THE STATUTORY BASIS OF THE AUTHORI-
TY; (5) A DESCRIPTION OF THE AUTHORITY AND ITS BOARD STRUCTURE,  INCLUD-
ING  (I)  NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (II) LISTS OF BOARD
MEETINGS AND ATTENDANCE, (III) DESCRIPTIONS OF  MAJOR  AUTHORITY  UNITS,
SUBSIDIARIES, AND (IV) NUMBER OF EMPLOYEES; (6) ITS CHARTER, IF ANY, AND
BY-LAWS;  (7)  A  LISTING OF MATERIAL CHANGES IN OPERATIONS AND PROGRAMS
DURING THE REPORTING YEAR; (8) AT A MINIMUM A FOUR-YEAR FINANCIAL  PLAN,
INCLUDING  (I) A CURRENT AND PROJECTED CAPITAL BUDGET, AND (II) AN OPER-
ATING BUDGET REPORT, INCLUDING AN ACTUAL VERSUS ESTIMATED  BUDGET,  WITH
AN  ANALYSIS AND MEASUREMENT OF FINANCIAL AND OPERATING PERFORMANCE; (9)
ITS BOARD PERFORMANCE EVALUATIONS; PROVIDED, HOWEVER, THAT  SUCH  EVALU-
ATIONS  SHALL  NOT  BE  SUBJECT  TO  DISCLOSURE UNDER ARTICLE SIX OF THE
PUBLIC OFFICERS LAW; (10) A DESCRIPTION OF THE TOTAL AMOUNTS  OF  ASSETS
AND/OR  SERVICES  BOUGHT  OR SOLD WITHOUT COMPETITIVE BIDDING, INCLUDING
(I) THE NATURE OF THOSE ASSETS AND SERVICES, (II) THE NAMES OF THE COUN-
TERPARTIES, AND (III) WHERE THE CONTRACT PRICE OR FAIR MARKET VALUE  FOR
GOODS  PURCHASED EXCEEDS A FAIR MARKET VALUE OR WHERE THE CONTRACT PRICE
FOR GOODS SOLD IS LESS THAN A FAIR MARKET VALUE, AN ATTESTATION  OF  THE
FAIR MARKET VALUE AND A DETAILED EXPLANATION EXECUTED UNDER PENALTIES OF
PERJURY  BY  THE  CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF
THE REASONS FOR THE HIGH PRICE PURCHASE OR THE LOAN PRICE SALE INCLUDING

S. 2813--A                         16

THE RELATIONSHIP, IF ANY,  OF  PERSONS  ASSOCIATED  WITH  THE  BUYER  OR
PURCHASER AND PERSONS ASSOCIATED WITH THE AUTHORITY AND/OR THE OFFICIALS
WHO  APPOINTED MEMBERS TO THE AUTHORITY BOARD; (11) A DESCRIPTION OF ANY
MATERIAL  PENDING  LITIGATION  IN  WHICH  THE AUTHORITY IS INVOLVED AS A
PARTY DURING THE REPORTING YEAR; AND (12) ITS ANNUAL  INDEPENDENT  AUDIT
REPORT.
  S  1021-T. WEBSITE. THE AUTHORITY SHALL MAKE ACCESSIBLE TO THE PUBLIC,
VIA ITS OFFICIAL OR SHARED INTERNET WEBSITE, DOCUMENTATION PERTAINING TO
ITS MISSION, CURRENT ACTIVITIES, MOST RECENT ANNUAL  FINANCIAL  REPORTS,
CURRENT  YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT UNLESS
SUCH INFORMATION IS COVERED BY SUBDIVISION TWO OF  SECTION  EIGHTY-SEVEN
OF THE PUBLIC OFFICERS LAW.
  S 1021-U. GOVERNANCE. 1. BOARD MEMBERS (A) EXECUTE DIRECT OVERSIGHT OF
THE  AUTHORITY'S  CHIEF  EXECUTIVE AND OTHER MANAGEMENT IN THE EFFECTIVE
AND ETHICAL MANAGEMENT OF THE  AUTHORITY;  (B)  UNDERSTAND,  REVIEW  AND
MONITOR  THE  IMPLEMENTATION  OF  FUNDAMENTAL  FINANCIAL  AND MANAGEMENT
CONTROLS AND OPERATIONAL DECISIONS OF THE AUTHORITY; (C) ESTABLISH POLI-
CIES REGARDING THE PAYMENT OF SALARY,  COMPENSATION  AND  REIMBURSEMENTS
TO, AND ESTABLISH RULES FOR THE TIME AND ATTENDANCE OF, THE CHIEF EXECU-
TIVE AND MANAGEMENT; (D) ADOPT A CODE OF ETHICS APPLICABLE TO EACH OFFI-
CER,  DIRECTOR  AND  EMPLOYEE THAT, AT A MINIMUM, INCLUDES THE STANDARDS
ESTABLISHED IN SECTION SEVENTY-FOUR OF  THE  PUBLIC  OFFICERS  LAW;  (E)
ESTABLISH  WRITTEN  POLICIES AND PROCEDURES ON PERSONNEL INCLUDING POLI-
CIES PROTECTING EMPLOYEES FROM RETALIATION  FOR  DISCLOSING  INFORMATION
CONCERNING  ACTS  OF WRONGDOING, MISCONDUCT, MALFEASANCE, OR OTHER INAP-
PROPRIATE BEHAVIOR BY AN EMPLOYEE OR  BOARD  MEMBER  OF  THE  AUTHORITY,
INVESTMENTS,  TRAVEL,  THE ACQUISITION OF REAL PROPERTY AND THE DISPOSI-
TION OF REAL AND PERSONAL PROPERTY AND  THE  PROCUREMENT  OF  GOODS  AND
SERVICES;  (F)  ADOPT  A DEFENSE AND INDEMNIFICATION POLICY AND DISCLOSE
SUCH PLAN TO ANY AND ALL PROSPECTIVE BOARD MEMBERS; (G) AT THE TIME THAT
THE MEMBER TAKES AND SUBSCRIBES HIS OR HER OATH  OF  OFFICE,  OR  WITHIN
SIXTY  DAYS AFTER THE EFFECTIVE DATE OF THIS PARAGRAPH IF THE MEMBER HAS
ALREADY TAKEN AND SUBSCRIBED HIS OR  HER  OATH  OF  OFFICE,  EXECUTE  AN
ACKNOWLEDGMENT, IN THE FORM PRESCRIBED BY THE AUTHORITY'S BUDGET OFFICE,
IN WHICH THE BOARD MEMBER ACKNOWLEDGES THAT HE OR SHE UNDERSTANDS HIS OR
HER ROLE AND RESPONSIBILITIES IMPOSED PURSUANT TO THIS SECTION.
  2. BOARD MEMBERS OF THE AUTHORITY, OR SUBSIDIARY THEREOF, SHALL ESTAB-
LISH AN AUDIT COMMITTEE TO BE COMPRISED OF NOT LESS THAN THREE INDEPEND-
ENT  MEMBERS,  WHO SHALL CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO
SHALL POSSESS THE NECESSARY SKILLS TO UNDERSTAND THE  DUTIES  AND  FUNC-
TIONS  OF THE AUDIT COMMITTEE; PROVIDED, HOWEVER, THAT IN THE EVENT THAT
A BOARD HAS LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD  MAY  APPOINT
NON-INDEPENDENT  MEMBERS TO THE AUDIT COMMITTEE, PROVIDED THAT THE INDE-
PENDENT MEMBERS MUST CONSTITUTE A MAJORITY OF THE MEMBERS OF  THE  AUDIT
COMMITTEE.  THE  COMMITTEE  SHALL RECOMMEND TO THE BOARD THE HIRING OF A
CERTIFIED INDEPENDENT ACCOUNTING FIRM FOR SUCH AUTHORITY, ESTABLISH  THE
COMPENSATION  TO BE PAID TO THE ACCOUNTING FIRM AND PROVIDE DIRECT OVER-
SIGHT OF THE PERFORMANCE OF  THE  INDEPENDENT  AUDIT  PERFORMED  BY  THE
ACCOUNTING  FIRM HIRED FOR SUCH PURPOSES. MEMBERS OF THE AUDIT COMMITTEE
SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND ACCOUNTING PRACTICES.
  3. BOARD MEMBERS OF THE AUTHORITY, OR SUBSIDIARY THEREOF, SHALL ESTAB-
LISH A GOVERNANCE COMMITTEE TO BE COMPRISED OF NOT LESS THAN THREE INDE-
PENDENT MEMBERS, WHO SHALL CONSTITUTE A MAJORITY ON THE  COMMITTEE,  AND
WHO  SHALL  POSSESS  THE  NECESSARY  SKILLS TO UNDERSTAND THE DUTIES AND
FUNCTIONS OF THE GOVERNANCE COMMITTEE; PROVIDED, HOWEVER,  THAT  IN  THE
EVENT  THAT  A  BOARD HAS LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD

S. 2813--A                         17

MAY  APPOINT  NON-INDEPENDENT  MEMBERS  TO  THE  GOVERNANCE   COMMITTEE,
PROVIDED  THAT THE INDEPENDENT MEMBERS MUST CONSTITUTE A MAJORITY OF THE
MEMBERS OF THE GOVERNANCE COMMITTEE. IT SHALL BE THE  RESPONSIBILITY  OF
THE  MEMBERS  OF  THE GOVERNANCE COMMITTEE TO KEEP THE BOARD INFORMED OF
CURRENT  BEST  GOVERNANCE  PRACTICES;  TO  REVIEW  CORPORATE  GOVERNANCE
TRENDS;  TO  RECOMMEND  UPDATES  TO THE AUTHORITY'S CORPORATE GOVERNANCE
PRINCIPLES; TO ADVISE APPOINTING AUTHORITIES ON THE SKILLS  AND  EXPERI-
ENCES  REQUIRED  OF  POTENTIAL  BOARD  MEMBERS;  TO  EXAMINE ETHICAL AND
CONFLICT OF INTEREST ISSUES; TO PERFORM BOARD SELF-EVALUATIONS;  AND  TO
RECOMMEND  BY-LAWS  WHICH  INCLUDE  RULES  AND PROCEDURES FOR CONDUCT OF
BOARD BUSINESS.
  S 1021-V. SUBSIDIARIES. 1. NOTWITHSTANDING ANY LAW TO THE CONTRARY, NO
STATE AUTHORITY SHALL HEREAFTER HAVE THE POWER TO ORGANIZE  ANY  SUBSID-
IARY  CORPORATION UNLESS THE LEGISLATURE SHALL HAVE ENACTED A LAW GRANT-
ING SUCH STATE AUTHORITY SUCH POWER FOR THE ORGANIZATION OF  A  SPECIFIC
CORPORATION,  PROVIDED,  HOWEVER,  THAT A STATE AUTHORITY MAY ORGANIZE A
SUBSIDIARY CORPORATION PURSUANT TO THE FOLLOWING REQUIREMENTS:
  (A) THE PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL  BE  ORGAN-
IZED  SHALL  BE  FOR A PROJECT OR PROJECTS WHICH THE STATE AUTHORITY HAS
THE POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
  (B) THE PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION  SHALL  BE
ORGANIZED  SHALL  BE  TO  LIMIT  THE  POTENTIAL  LIABILITY IMPACT OF THE
SUBSIDIARY'S PROJECT OR PROJECTS ON THE AUTHORITY OR  BECAUSE  STATE  OR
FEDERAL  LAW  REQUIRES  THAT  THE  PURPOSE OF A SUBSIDIARY BE UNDERTAKEN
THROUGH A SPECIFIC CORPORATE STRUCTURE; AND
  (C) THE SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS  AND  OTHER
DISCLOSURES  AS ARE REQUIRED OF STATE AUTHORITIES, UNLESS THE SUBSIDIARY
CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
AUTHORITY OF WHICH IT IS A SUBSIDIARY.
  2. IN SUCH CASES WHERE A STATE AUTHORITY HAS THE POWER TO  ORGANIZE  A
SUBSIDIARY  CORPORATION PURSUANT TO SUBDIVISION ONE OF THIS SECTION, THE
STATE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO THE  FORMA-
TION  OF  SUCH  SUBSIDIARY, NOTICE TO THE AUTHORITY'S BUDGET OFFICE, THE
GOVERNOR, THE COMPTROLLER, AND THE LEGISLATURE THAT IT WILL BE  CREATING
A SUBSIDIARY.
  3.  SUBSIDIARY  CORPORATIONS  FORMED  UNDER  SUBDIVISION  ONE  OF THIS
SECTION SHALL NOT HAVE THE AUTHORITY TO  ISSUE  BONDS,  NOTES  OR  OTHER
DEBTS,  PROVIDED,  HOWEVER,  THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE
NOTES OR OTHER DEBTS TO THE PUBLIC AUTHORITY OF WHICH IT  IS  A  SUBSID-
IARY.  NO  SUCH  DEBT  ISSUED  BY THE SUBSIDIARY TO ITS PARENT AUTHORITY
SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL AMOUNT OF  FIVE  HUNDRED
THOUSAND  DOLLARS  OR, DURING THE NINE MONTHS AFTER THE FORMATION OF THE
SUBSIDIARY, ONE MILLION DOLLARS.
  4. THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO  ORGAN-
IZE  A  SUBSIDIARY  CORPORATION  UNDER THIS SECTION SHALL STATE THAT THE
STATE AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.
  5. PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL BE  CONSTRUED
TO GRANT AN AUTHORITY THE POWER TO CREATE A SUBSIDIARY WHERE THE AUTHOR-
ITY DOES NOT OTHERWISE HAVE THE POWER TO DO SO.
  6.  ON OR BEFORE THE FIRST DAY OF JANUARY, TWO THOUSAND TEN, AND ANNU-
ALLY ON SUCH DAY THEREAFTER, ANY SUBSIDIARY PUBLIC BENEFIT  CORPORATION,
IN COOPERATION WITH ITS PARENT PUBLIC BENEFIT CORPORATION, SHALL PROVIDE
TO THE CHAIR AND RANKING MINORITY MEMBER OF THE SENATE FINANCE COMMITTEE
AND THE CHAIR AND RANKING MINORITY MEMBER OF THE ASSEMBLY WAYS AND MEANS
COMMITTEE,  A  REPORT ON THE SUBSIDIARY PUBLIC BENEFIT CORPORATION. SUCH
REPORT SHALL INCLUDE FOR EACH SUBSIDIARY:

S. 2813--A                         18

  (A) THE COMPLETE LEGAL NAME, ADDRESS AND CONTACT  INFORMATION  OF  THE
SUBSIDIARY;
  (B) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
  (C)  THE  COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF THE SUBSID-
IARY;
  (D) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY  THE
SUBSIDIARY  IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC BENE-
FIT FOR THE PEOPLE OF THE STATE OF NEW YORK; AND
  (E) ANY OTHER INFORMATION THE SUBSIDIARY  PUBLIC  BENEFIT  CORPORATION
DEEMS IMPORTANT TO INCLUDE IN SUCH REPORT.
  S  1021-W.  WHISTLEBLOWER.  1.  THE  DIRECTOR  OF THE AUTHORITY, AFTER
CONSULTATION WITH THE ATTORNEY GENERAL, SHALL DEVELOP AND  RECOMMEND  TO
THE  LEGISLATURE  A  WHISTLEBLOWER  ACCESS  AND ASSISTANCE PROGRAM WHICH
SHALL INCLUDE, BUT NOT BE LIMITED TO:
  (A) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
EMPLOYEES;
  (B)  OFFERING  ADVICE REGARDING THE EMPLOYEE'S RIGHTS UNDER APPLICABLE
STATE AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL  PERSONS;
AND
  (C) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE AUTHORITY.
  2.  ANY  COMMUNICATIONS BETWEEN AN EMPLOYEE AND THE AUTHORITY PURSUANT
TO THIS SECTION SHALL BE HELD STRICTLY CONFIDENTIAL  BY  THE  AUTHORITY,
UNLESS  THE  EMPLOYEE SPECIFICALLY WAIVES IN WRITING THE RIGHT TO CONFI-
DENTIALITY.
  3. THE AUTHORITY SHALL NOT FIRE, DISCHARGE, DEMOTE, SUSPEND, THREATEN,
HARASS OR DISCRIMINATE AGAINST AN EMPLOYEE  BECAUSE  OF  THE  EMPLOYEE'S
ROLE  AS  A  WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY THE EMPLOYEE
ARE LEGAL.
  S 1021-X. LOBBYING CONTACTS. 1. DEFINITIONS. AS USED IN THIS SECTION:
  (A) "LOBBYING" SHALL HAVE THE SAME MEANING AS DEFINED IN SECTION ONE-C
OF THE LEGISLATIVE LAW.
  (B) "LOBBYING CONTACT" SHALL MEAN ANY CONVERSATION, IN  PERSON  OR  BY
TELEPHONIC OR OTHER REMOTE MEANS, OR CORRESPONDENCE BETWEEN ANY LOBBYIST
AND  ANY  PERSON  WITHIN  A  STATE AUTHORITY WHO CAN MAKE OR INFLUENCE A
DECISION ON ANY MATTER ON BEHALF  OF  THE  STATE  AUTHORITY,  AND  SHALL
INCLUDE,  AT A MINIMUM, ALL MEMBERS OF THE GOVERNING BOARD AND ALL OFFI-
CERS OF THE STATE AUTHORITY.
  (C) "LOBBYIST" SHALL MEAN ANY PERSON WHO CONTACTS A STATE AUTHORITY IN
AN EFFORT TO OBTAIN FAVORABLE ACTION BY THE AUTHORITY ON ANY  MATTER  ON
BEHALF OF ANOTHER PERSON.
  2. THE AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS MADE
WITH SUCH AUTHORITY.
  3.  EVERY  MEMBER,  OFFICER  OR  EMPLOYEE  OF THE AUTHORITY WHO IS THE
PERSON CONTACTED BY A LOBBYIST SHALL MAKE A  CONTEMPORANEOUS  RECORD  OF
SUCH CONTACT CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF
THE  LOBBYIST,  AND  A  GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
SUCH PERSON SHALL NOT BE REQUIRED TO MAKE A RECORD  OF  THE  RECEIPT  OF
DOCUMENTARY  LOBBYING CONTACTS IF THE DOCUMENT OR A COPY THEREOF IS KEPT
IN A FILE RELATING TO LOBBYING CONTACTS.
  4. THE AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING THE REQUIREMENTS OF
THIS SECTION. SUCH POLICY SHALL APPOINT AN  OFFICER  TO  WHOM  ALL  SUCH
RECORDS SHALL BE DELIVERED. SUCH OFFICER SHALL MAINTAIN SUCH RECORDS FOR

S. 2813--A                         19

NOT  LESS  THAN SEVEN YEARS IN A FILING SYSTEM DESIGNED TO ORGANIZE SUCH
RECORDS IN A MANNER SO AS TO  MAKE  SUCH  RECORDS  USEFUL  TO  DETERMINE
WHETHER  THE  DECISIONS  OF  THE  AUTHORITY  WERE INFLUENCED BY LOBBYING
CONTACTS.
  S  1021-Y.  PREVAILING  WAGE.  WHENEVER  THE AUTHORITY ENTERS INTO ANY
CONTRACT, SUBCONTRACT, LEASE, GRANT, BOND, COVENANT OR  OTHER  AGREEMENT
FOR  OR IN CONNECTION WITH ANY CONSTRUCTION, DEMOLITION, RECONSTRUCTION,
EXCAVATION, REHABILITATION, REPAIR, RENOVATION, ALTERATION, OR  IMPROVE-
MENT  PROJECT, SUCH PROJECT SHALL BE DEEMED TO BE A PUBLIC WORKS PROJECT
FOR THE PURPOSES OF ARTICLE EIGHT OF THE  LABOR  LAW,  AND  ALL  OF  THE
PROVISIONS  OF ARTICLE EIGHT OF THE LABOR LAW SHALL BE APPLICABLE TO ALL
THE WORK INVOLVED IN THE CONSTRUCTION, DEMOLITION, RECONSTRUCTION, EXCA-
VATION, REHABILITATION, REPAIR, RENOVATION, ALTERATION,  OR  IMPROVEMENT
OF  SUCH  PROJECT.  FUNDS,  FINANCIAL  ASSISTANCE, OR ANY OTHER BENEFITS
PROVIDED PURSUANT TO THIS ARTICLE  SHALL  NOT  BE  UTILIZED  FOR  OR  IN
CONNECTION  WITH  THE  CONSTRUCTION,  DEMOLITION,  RECONSTRUCTION, EXCA-
VATION, REHABILITATION, REPAIR, RENOVATION, ALTERATION,  OR  IMPROVEMENT
OF ANY PROJECT TO WHICH THE PROVISIONS OF ARTICLE EIGHT OF THE LABOR LAW
ARE NOT APPLICABLE.
  S  1021-Z.  PERIODIC  REVIEW BY LEGISLATURE FOR CONTINUATION OR TERMI-
NATION. BEGINNING IN THE YEAR TWO THOUSAND FIFTY, AND NOT MORE THAN ONCE
EVERY TEN YEARS THEREAFTER, THE LEGISLATURE OF THE  STATE  OF  NEW  YORK
SHALL  CONDUCT  A  COMPREHENSIVE REVIEW, NOT TO EXCEED THREE MONTHS FROM
COMMENCEMENT TO CONCLUSION, OF THE STRUCTURE, ACTIVITIES AND  OPERATIONS
OF THE NCPA, AND THE NCPA SHALL PROVIDE SUCH RECORDS, REPORTS AND TESTI-
MONY  AS  THE  LEGISLATURE  MAY REQUEST TO ASSIST IN THE CONDUCT OF THIS
REVIEW.   UPON THE CONCLUSION OF EACH  SUCH  COMPREHENSIVE  REVIEW,  THE
LEGISLATURE  MAY  IN ITS DISCRETION DETERMINE TO TERMINATE THE AUTHORITY
BY ENACTMENT INTO LAW, AND  SIGNATURE  BY  THE  GOVERNOR  OF  A  STATUTE
REPEALING  THIS TITLE AS OF A DATE CERTAIN, SUBJECT TO THE PROVISIONS OF
SECTION ONE THOUSAND TWENTY-ONE-M OF THIS TITLE AND  THE  TERMS  OF  ANY
BONDS,  NOTES  OR  OTHER DEBT OBLIGATIONS THEN OUTSTANDING. SUCH STATUTE
SHALL, AMONG OTHER THINGS, ASSIGN THE AUTHORITY'S RIGHTS  AND  RESPONSI-
BILITIES  AND DISPOSE OF ITS ASSETS TO THE STATE OR A SUBDIVISION THERE-
OF. IN THE EVENT THAT THE LEGISLATURE  DOES  NOT  SO  DETERMINE  AND  SO
ENACT,  THE  CORPORATE EXISTENCE OF THE AUTHORITY SHALL CONTINUE INDEFI-
NITELY IN ACCORDANCE WITH THE PROVISIONS OF THIS TITLE.
  S 1021-AA. SEVERABILITY.  THE PROVISIONS OF THIS TITLE ARE  SEVERABLE,
AND IF ANY CLAUSE, SENTENCE, PARAGRAPH, ACTION OR PART OF THIS TITLE, OR
THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE, SHALL BE ADJUDGED
BY  ANY  COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE,
SUCH JUDGMENT SHALL NOT AFFECT, IMPAIR OR INVALIDATE  THE  REMAINDER  OF
THIS  TITLE  OR THE APPLICATION OF SUCH PROVISION TO ANY OTHER PERSON OR
CIRCUMSTANCE, BUT SHALL BE CONFINED IN  ITS  OPERATION  TO  THE  CLAUSE,
SENTENCE,  PARAGRAPH,  SECTION OR PART THEREOF OR PERSON OR CIRCUMSTANCE
DIRECTLY INVOLVED IN THE CONTROVERSY IN WHICH SUCH JUDGMENT  SHALL  HAVE
BEEN RENDERED.
  S  2.  Paragraph (b) of subdivision 11 of section 310 of the executive
law, as amended by chapter 628 of the laws of 2003, is amended  to  read
as follows:
  (b) the following:
        Albany County Airport Authority;
        Albany Port District Commission;
        Alfred, Almond, Hornellsville Sewer Authority;
        Battery Park City Authority;
        Cayuga County Water and Sewer Authority;

S. 2813--A                         20

        (Nelson A. Rockefeller) Empire State Plaza Performing Arts
          Center Corporation;
        Industrial Exhibit Authority;
        Livingston County Water and Sewer Authority;
        Long Island Power Authority;
        Long Island Rail Road;
        Long Island Market Authority;
        Manhattan and Bronx Surface Transit Operating Authority;
        Metro-North Commuter Railroad;
        Metropolitan Suburban Bus Authority;
        Metropolitan Transportation Authority;
        Natural Heritage Trust;
        New York City Transit Authority;
        New York Convention Center Operating Corporation;
        New York State Bridge Authority;
        New York State Olympic Regional Development Authority;
        New York State Thruway Authority;
        NORTH COUNTRY POWER AUTHORITY;
        Niagara Falls Public Water Authority;
        Niagara Falls Water Board;
        Port of Oswego Authority;
        Power Authority of the State of New York;
        Roosevelt Island Operating Corporation;
        Schenectady Metroplex Development Authority;
        State Insurance Fund;
        Staten Island Rapid Transit Operating Authority;
        State University Construction Fund;
        Triborough Bridge and Tunnel Authority.
        Upper Mohawk valley regional water board.
        Upper Mohawk valley regional water finance authority.
        Upper Mohawk valley memorial auditorium authority.
        Urban Development Corporation and its subsidiary corporations.
  S  3. This act shall take effect immediately; provided that the amend-
ments to paragraph (b) of subdivision 11 of section 310 of the executive
law made by section two of this act shall not affect the  expiration  of
such section and shall expire and be deemed repealed therewith.

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 2813--B

                       2009-2010 Regular Sessions

                            I N  S E N A T E

                              March 3, 2009
                               ___________

Introduced  by Sens. AUBERTINE, GRIFFO, LITTLE -- read twice and ordered
  printed, and when printed to be committed to the Committee  on  Energy
  and  Telecommunications  -- reported favorably from said committee and
  committed to the Committee on Finance --  committee  discharged,  bill
  amended,  ordered reprinted as amended and recommitted to said commit-
  tee -- recommitted to the Committee on Energy  and  Telecommunications
  in accordance with Senate Rule 6, sec. 8 -- committee discharged, bill
  amended,  ordered reprinted as amended and recommitted to said commit-
  tee

AN ACT to amend the public authorities law and  the  executive  law,  in
  relation  to  establishing  the  North  Country  power  authority, and
  providing for its powers and duties

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Article  5  of  the  public authorities law is amended by
adding a new title 1-B to read as follows:
                                TITLE 1-B
                      NORTH COUNTRY POWER AUTHORITY
SECTION 1021. SHORT TITLE.
        1021-A.  DECLARATION OF LEGISLATIVE FINDINGS AND PURPOSES.
        1021-B.  DEFINITIONS.
        1021-C.  NORTH COUNTRY POWER AUTHORITY SERVICE  AREA;  EXTENSION
                   OF SERVICE AREA.
        1021-D.  NORTH COUNTRY POWER AUTHORITY.
        1021-E.  POWERS AND DUTIES OF THE AUTHORITY.
        1021-F.  DEPOSIT AND INVESTMENT OF MONEYS OF THE AUTHORITY.
        1021-G.  CONFLICTS OF INTEREST.
        1021-H.  SALE OF SURPLUS POWER.
        1021-I.  SUBSIDIARIES.
        1021-J.  AUDIT AND ANNUAL REPORTS.
        1021-K.  BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD07083-11-0
              

S. 2813--B                          2

        1021-L.  STATE  AND  MUNICIPALITIES NOT LIABLE ON BONDS OR NOTES
                   OR OTHER OBLIGATIONS.
        1021-M.  AGREEMENT OF THE STATE.
        1021-N.  EXEMPTION OF THE AUTHORITY FROM TAXATION.
        1021-O.  ACTIONS AGAINST THE AUTHORITY.
        1021-P.  EQUAL EMPLOYMENT OPPORTUNITY.
        1021-Q.  LIMITATION OF LIABILITY; INDEMNIFICATION.
        1021-R.  POWER TO COMPEL ATTENDANCE OF WITNESSES.
        1021-S.  REPORTING REQUIREMENTS.
        1021-T.  WEBSITE.
        1021-U.  GOVERNANCE.
        1021-V.  SUBSIDIARIES.
        1021-W.  WHISTLEBLOWER.
        1021-X.  LOBBYING CONTACTS.
        1021-Y.  PREVAILING WAGE.
        1021-Z.  PERIODIC  REVIEW  BY  LEGISLATURE  FOR  CONTINUATION OR
                   TERMINATION.
        1021-AA. SEVERABILITY.
  S 1021. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND MAY BE CITED AS THE
"NORTH COUNTRY POWER AUTHORITY ACT".
  S 1021-A. DECLARATION OF LEGISLATIVE FINDINGS AND PURPOSES. THE LEGIS-
LATURE HEREBY FINDS AND DECLARES THAT AFFORDABLE AND  RELIABLE  ELECTRIC
POWER  IS  AN  ESSENTIAL  INGREDIENT TO THE QUALITY OF LIFE IN THE NORTH
COUNTRY. TOWNS AND VILLAGES THROUGHOUT FRANKLIN AND ST.  LAWRENCE  COUN-
TIES  HAVE  BEEN EXPERIENCING LIMITED ECONOMIC EXPANSION FOR A CONSIDER-
ABLE TIME. EXCESSIVE AND ESCALATING COSTS OF ELECTRICITY IN MANY OF  THE
MUNICIPALITIES  IN  SUCH  COUNTIES POSE A SEVERE AND PROLONGED THREAT TO
THE ECONOMIC WELL-BEING, HEALTH AND  SAFETY  OF  THE  RESIDENTS  AND  TO
SUSTAINING  EXISTING  COMMERCE  AND INDUSTRY, AS WELL AS UNDERMINING THE
POTENTIAL FOR DEVELOPING NEW AND EXPANDED BUSINESSES AND MORE  JOBS  FOR
THE  CITIZENS OF THE STATE'S NORTHERNMOST COUNTIES. THE COST OF POWER IS
A MAJOR ONGOING EXPENSE TO BOTH HOUSEHOLDS AND BUSINESSES.
  THE COST TO THE NATURAL ENVIRONMENT IS ANOTHER FACTOR, AT  RISK  TODAY
AND  FOR THE FORESEEABLE FUTURE, AS CLEAN ENERGY AND ENERGY CONSERVATION
BECOME EVER MORE IMPORTANT TO MAINTAINING ACCEPTABLE ENVIRONMENTAL QUAL-
ITY. THE SERVICE AREA COVERS A LARGE GEOGRAPHIC AREA, CREATING AN OPPOR-
TUNITY FOR AFFORDING CAREFUL PROTECTION OF  THE  ENVIRONMENT,  WHICH  IS
INTEGRAL  TO  PUBLIC  MANAGEMENT  OF  THE AREA'S CRITICAL POWER DELIVERY
SYSTEM. SIMULTANEOUSLY,  LOWER  COST  AND  MORE  RELIABLE  TRANSMISSION,
DISTRIBUTION  AND  GENERATION  OF ELECTRICITY WOULD HELP CREATE ECONOMIC
STIMULUS FOR THE AREA AND PROVIDE A WELCOME  BENEFIT  TO  RESIDENTS  AND
BUSINESSES.
  ENVIRONMENTALLY  RESPONSIBLE ENERGY SYSTEMS ARE NECESSARY IN THE NORTH
COUNTRY TO PROTECT AGAINST DEGRADATION OF THE  ENVIRONMENT  WHICH  MIGHT
OTHERWISE  RESULT FROM THE GENERATION, DELIVERY AND CONSUMPTION OF ELEC-
TRIC POWER. ELECTRICAL UTILITIES MUST ENDEAVOR DIRECTLY TO CONSERVE  AND
PROTECT  NATURAL  RESOURCES THROUGH THEIR INVESTMENT IN AND INSTALLATION
AND OPERATION OF GENERATION AND DELIVERY TECHNOLOGY.  ELECTRICAL  UTILI-
TIES MUST ALSO ENCOURAGE RESIDENTIAL AND BUSINESS CONSUMERS TO ENGAGE IN
SUSTAINABLE  ENERGY  EFFICIENCY PROGRAMS TO REDUCE CONSUMPTION. PROGRAMS
TO BE CONSIDERED SHOULD INCLUDE BUT NOT BE LIMITED TO:  ALTERNATIVE  AND
RENEWABLE  FUEL RESOURCES SUCH AS SOLAR, WIND, HYDRO AND BIOFUEL ENERGY;
GREEN TECHNOLOGY TO MINIMIZE ADVERSE IMPACTS ON LAND, WATER AND AIR; AND
IMPROVED PROGRAMS IN THE AREAS OF  EFFICIENCY,  DISTRIBUTED  GENERATION,
NET  METERING AND DEMAND RESPONSE. NEW TECHNOLOGIES AND RESOURCES IN THE
POWER INDUSTRY MUST BE CONSIDERED  FOR  IMPLEMENTATION  AS  THEY  BECOME

S. 2813--B                          3

AVAILABLE  IN  ORDER  TO  MAXIMIZE  ENERGY SUSTAINABILITY BY ELECTRICITY
ENTERPRISES AND CONSUMERS.
  A  NUMBER  OF  TOWNS  AND VILLAGES IN THE COUNTIES OF ST. LAWRENCE AND
FRANKLIN NOW FACE A NEED FOR ECONOMIC DEVELOPMENT.  THEY HAVE ALSO EXPE-
RIENCED HIGH RATES AND LOW RELIABILITY FOR ELECTRIC SERVICE.  SUCH MUNI-
CIPALITIES HAVE COME TOGETHER IN A WORKING  ALLIANCE  TO  ADDRESS  THEIR
POWER  SUPPLY  CONCERNS  AND TO FORMULATE POWER PLANS, BUT THAT ALLIANCE
LACKS THE KINDS OF LEGAL AND FINANCIAL POWERS TO SUCCESSFULLY ACCOMPLISH
THE OPERATIONAL AND FINANCIAL STEPS NECESSARY TO MOVE FORWARD THAT  ONLY
A  PUBLIC  POWER  AUTHORITY  CAN ACHIEVE. ASSURING AN ADEQUATE SUPPLY OF
ELECTRICITY IN A RELIABLE, EFFICIENT, ECONOMIC AND ENVIRONMENTALLY SOUND
MANNER IS HEREBY DETERMINED TO BE A MATTER OF STATE CONCERN  WITHIN  THE
MEANING  OF PARAGRAPH THREE OF SUBDIVISION (A) OF SECTION THREE OF ARTI-
CLE NINE OF THE STATE CONSTITUTION.
  SUCH MATTERS OF STATE CONCERN CAN BEST BE DEALT WITH BY ESTABLISHING A
SINGLE-PURPOSE AUTHORITY DEDICATED TO THE PROVISION OF ELECTRICITY, WITH
LIMITED POWERS AND TRANSPARENT GOVERNANCE, TO  SERVE  DEFINED  AREAS  OF
FRANKLIN  AND ST. LAWRENCE COUNTIES. SUCH AUTHORITIES EXIST IN THE STATE
AND NATION, AND CONSTITUTE A  MUNICIPAL  POWER  INDUSTRY  THAT  IS  WELL
ESTABLISHED  AND  HIGHLY  REGARDED.  SUCH  PUBLIC POWER AUTHORITY WOULD,
FIRST AND FOREMOST, FURTHER THE PUBLIC INTEREST EXCLUSIVELY, SERVING ITS
CITIZENS, INCLUDING ECONOMICALLY DISTRESSED COMMUNITIES, WITH THE FUNDA-
MENTAL GOOD THAT ELECTRICITY CONSTITUTES THROUGH MANAGEMENT OF A  PUBLIC
DISTRIBUTION  AND TRANSMISSION SYSTEM. AMONG BENEFITS PROJECTED OVER THE
LONG TERM WOULD BE LOWER ELECTRIC RATES, HIGHER  INVESTMENT  AND  BETTER
PERFORMANCE OF ALL COMPONENTS OF THE ELECTRICAL DELIVERY SYSTEM.
  MOREOVER,  IN  SUCH  CIRCUMSTANCES, THE SUPPLANTING OF INVESTOR OWNED,
PRIVATE, FOR-PROFIT UTILITY  CORPORATIONS  BY  SUCH  AN  AUTHORITY  WILL
RESULT  IN  AN IMPROVED SYSTEM AND A SAFER, MORE EFFICIENT, RELIABLE AND
ECONOMICAL SUPPLY OF ELECTRIC ENERGY. READILY AVAILABLE CLEAN AND  LOWER
COST  ELECTRICITY WILL IMPROVE THE ECONOMIC DEVELOPMENT POTENTIAL OF THE
SERVICE AREA. THE LEGISLATURE FURTHER FINDS THAT SUCH AN AUTHORITY WOULD
BE AN APPROPRIATE STEWARD  OF  THE  ENVIRONMENT  IN  MEETING  ITS  POWER
RESPONSIBILITIES, PLACING A PRIORITY ON THE SAFEKEEPING AND PRESERVATION
OF  THE  ENVIRONMENT,  INCLUDING ALTERNATIVE, CLEAN AND RENEWABLE ENERGY
SOURCES AS NEW TECHNOLOGIES EVOLVE AND NEW OPPORTUNITIES APPEAR.
  S 1021-B. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS  A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
  1. "ACQUIRE" MEANS, WITH RESPECT TO ANY RIGHT, TITLE OR INTEREST IN OR
TO  ANY  PROPERTY, EITHER THE ACT OF TAKING BY THE EXERCISE OF THE POWER
OF EMINENT DOMAIN, OR THE ACQUISITION BY PURCHASE OR OTHERWISE.
  2. "ACT" MEANS THE NORTH  COUNTRY  POWER  AUTHORITY  ACT,  BEING  THIS
TITLE.
  3.  "AUTHORITY" MEANS THE NORTH COUNTRY POWER AUTHORITY ESTABLISHED BY
SECTION ONE THOUSAND TWENTY-ONE-D OF THIS TITLE.
  4. "COMPTROLLER" MEANS THE STATE COMPTROLLER.
  5. "DIRECTORS" MEAN THE BOARD OF DIRECTORS OF THE AUTHORITY.
  6. "FEDERAL GOVERNMENT" MEANS THE UNITED STATES  OF  AMERICA  AND  ANY
AGENCY  OR INSTRUMENTALITY, CORPORATE OR OTHERWISE, OF THE UNITED STATES
OF AMERICA.
  7. "FINAL DETERMINATION" OR  "FINALLY  DETERMINED"  MEANS  A  JUDICIAL
DECISION (A) BY THE HIGHEST COURT OF COMPETENT JURISDICTION, OR (B) BY A
COURT  OF COMPETENT JURISDICTION FROM WHICH NO APPEAL HAS BEEN TAKEN AND
THE TIME WITHIN WHICH TO APPEAL HAS EXPIRED.
  8. "NCPA" MEANS THE NORTH COUNTRY POWER  AUTHORITY,  ITS  SUBSIDIARIES
AND THEIR SUCCESSORS AND ASSIGNS.

S. 2813--B                          4

  9.  "MUNICIPALITY"  MEANS  ANY  COUNTY, CITY, TOWN, VILLAGE, MUNICIPAL
CORPORATION, SCHOOL DISTRICT  OR  OTHER  POLITICAL  SUBDIVISION  OF  THE
STATE,  INCLUDING  ANY  AGENCY,  AUTHORITY  OR PUBLIC CORPORATION OF THE
STATE OR ANY OF THE FOREGOING, OR ANY COMBINATION  THEREOF,  OTHER  THAN
THE AUTHORITY.
  10.  "PROPERTY"  MEANS THE POWER TRANSMISSION, DISTRIBUTION AND GENER-
ATION SYSTEM OR SYSTEMS OF THE AUTHORITY, WHETHER  COMPLETED  FACILITIES
OR  PROJECTS  IN  CONSTRUCTION,  WHETHER  SITUATED WITHIN OR WITHOUT THE
TERRITORIAL LIMITS OF THE SERVICE AREA,  INCLUDING  THE  PLANTS,  WORKS,
STRUCTURES, POLES, LINES, CONDUITS, MAINS, SYSTEMS, INSTRUMENTALITIES OR
PARTS  THEREOF AND APPURTENANCES THERETO, LANDS, FRANCHISES AND INTEREST
IN LAND, INCLUDING LANDS UNDER WATER AND RIPARIAN RIGHTS,  SPACE  RIGHTS
AND  AIR  RIGHTS, CONTRACT RIGHTS, SUBSTATIONS, TRANSMISSION FACILITIES,
SUBTRANSMISSION FACILITIES, AND DISTRIBUTION FACILITIES,  OR  ANY  OTHER
PROPERTY  INCIDENTAL TO AND INCLUDED IN SUCH SYSTEM OR PART THEREOF, AND
ANY IMPROVEMENTS, EXTENSIONS OR BETTERMENTS. THE TERM  "PROPERTY"  SHALL
ALSO  INCLUDE  ANY  AND  ALL  INTERESTS  IN REAL PROPERTY LESS THAN FULL
TITLE, SUCH AS EASEMENTS, RIGHTS OF WAY, USES, LEASES, LICENSES AND  ALL
OTHER  INCORPOREAL  HEREDITAMENTS  AND  EVERY ESTATE, INTEREST OR RIGHT,
LEGAL OR EQUITABLE, INCLUDING TERMS FOR YEARS AND LIENS THEREON  BY  WAY
OF  JUDGMENTS,  MORTGAGES  OR OTHERWISE, AND ALSO ALL CLAIMS FOR DAMAGES
RELATED TO SUCH REAL ESTATE.
  11. "REVENUES" MEANS ALL RATES, RENTS,  FEES,  CHARGES,  PAYMENTS  AND
OTHER INCOME AND RECEIPTS DERIVED BY THE AUTHORITY FROM THE OPERATION OF
THE  PROPERTIES OF THE AUTHORITY OTHER THAN THE PROCEEDS OF THE SALES OF
ITS SECURITIES, INCLUDING, BUT NOT LIMITED TO, INVESTMENT  PROCEEDS  AND
PROCEEDS  OF  INSURANCE, CONDEMNATION, AND SALES OR OTHER DISPOSITION OF
ASSETS, TOGETHER WITH ALL FEDERAL, STATE OR MUNICIPAL AID.
  12. "SECURITY" MEANS ANY BOND, NOTE OR OTHER OBLIGATION ISSUED BY  THE
AUTHORITY.
  13. "STATE" MEANS THE STATE OF NEW YORK.
  14.  "STATE  AGENCY"  MEANS  ANY BOARD, AUTHORITY, AGENCY, DEPARTMENT,
COMMISSION, PUBLIC CORPORATION, BODY POLITIC OR INSTRUMENTALITY  OF  THE
STATE.
  S  1021-C.  NORTH  COUNTRY  POWER AUTHORITY SERVICE AREA; EXTENSION OF
SERVICE AREA. THE SERVICE AREA OF  THE  NORTH  COUNTRY  POWER  AUTHORITY
SHALL  INCLUDE ALL THE TERRITORY LOCATED WITHIN SO MUCH OF THE COUNTY OF
FRANKLIN AS CONSTITUTES THE TOWNS OF BOMBAY, FORT COVINGTON,  MOIRA  AND
WESTVILLE:  AND SO MUCH OF THE COUNTY OF ST. LAWRENCE AS CONSTITUTES THE
TOWNS OF BRASHER, CANTON, COLTON, DEKALB, EDWARDS,  FOWLER,  GOUVERNEUR,
HERMON,   LISBON,  LOUISVILLE,  MADRID,  NORFOLK,  PIERREPONT,  POTSDAM,
RUSSELL, STOCKHOLM, AND WADDINGTON AND THE VILLAGES OF CANTON,  NORWOOD,
AND  POTSDAM OR SUCH SUCH PORTIONS THEREOF AS SHALL BE DETERMINED BY THE
DIRECTORS, BUT THE SERVICE AREA SHALL EXCLUDE THE PORTIONS OF SAID MUNI-
CIPALITIES IN FRANKLIN AND ST. LAWRENCE COUNTIES WHICH ARE SERVED AS  OF
THE  EFFECTIVE DATE OF THIS TITLE BY ANOTHER EXISTING NON-PROFIT MUNICI-
PAL ELECTRIC UTILITY. THE  SERVICE  AREA  OF  THE  NORTH  COUNTRY  POWER
AUTHORITY  SHALL  INCLUDE SUCH OTHER TERRITORIES, AS SHALL BE DETERMINED
BY THE DIRECTORS, WHOLLY WITHIN FRANKLIN OR  ST.  LAWRENCE  COUNTY,  AND
ADJACENT TO ONE OR MORE OF THE ABOVE-REFERENCED MUNICIPALITIES, IN WHICH
RATE PAYERS RELY ON UNINTERRUPTED ELECTRIC SERVICE FROM POWER FACILITIES
OF  THE  AUTHORITY  LOCATED  WITHIN  SAID  MUNICIPALITIES.  A MAP OF THE
SERVICE AREA SHALL BE FILED IN THE  OFFICES  OF  THE  COUNTY  CLERKS  OF
FRANKLIN AND ST. LAWRENCE COUNTIES.
  THE  SERVICE AREA OF THE NORTH COUNTRY POWER AUTHORITY MAY BE EXTENDED
AT ANY TIME TO INCLUDE  ADDITIONAL  TERRITORY  WITHIN  FRANKLIN  OR  ST.

S. 2813--B                          5

LAWRENCE  COUNTIES  BY  THE  DIRECTORS  IN ACCORDANCE WITH THE FOLLOWING
PROCEDURE.  WHENEVER THE DIRECTORS DETERMINE THAT THE TERRITORY INCLUDED
WITHIN  THE  SERVICE  AREA  SHOULD  BE  EXTENDED,  CONSISTENT  WITH  THE
PROVISIONS OF THIS TITLE, THE DIRECTORS SHALL ADOPT A RESOLUTION PROPOS-
ING  THE  ADDITIONAL  TERRITORY,  WHOLLY WITHIN FRANKLIN OR ST. LAWRENCE
COUNTY, TO BE INCLUDED, WHICH MAY BE ALL THE  TERRITORY  WITHIN  ONE  OR
MORE  NAMED MUNICIPALITIES OR, BY ADEQUATE DESCRIPTION, A PORTION OF ANY
SUCH MUNICIPALITY OR MUNICIPALITIES. THE DIRECTORS SHALL FIX THE  DATES,
HOURS  AND  PLACES  FOR THREE PUBLIC HEARINGS BEFORE SUCH DIRECTORS UPON
THE QUESTION OF SUCH EXTENSION AND CAUSE NOTICE THEREOF AND OF THE ADDI-
TIONAL TERRITORY TO BE INCLUDED WITHIN THE SERVICE AREA TO BE  PUBLISHED
IN  TWO  NEWSPAPERS  OF  GENERAL CIRCULATION IN THE COUNTY NOT LESS THAN
TWENTY NOR MORE THAN THIRTY DAYS BEFORE SUCH DATE. AT LEAST ONE OF  SUCH
HEARING  SHALL  BE  HELD  WITHIN  THE  BOUNDS OF THE PROPOSED ADDITIONAL
TERRITORY. AT SUCH TIME THE DIRECTORS SHALL HEAR ALL PERSONS,  TAXPAYERS
OR  OFFICIALS  WHO  MAY WISH TO BE HEARD AND SHALL FINALLY DETERMINE THE
ADDITIONAL TERRITORY, IF ANY, TO BE INCLUDED  IN  SUCH  EXTENSION.  SUCH
DETERMINATION  SHALL BE MADE BY RESOLUTION OF THE DIRECTORS ADOPTED BY A
TWO-THIRDS VOTE OF ALL DIRECTORS THEN IN OFFICE.  A MAP OF  THE  SERVICE
AREA, AS EXTENDED, SHALL THEREUPON BE FILED IN THE OFFICES OF THE COUNTY
CLERKS OF FRANKLIN AND ST. LAWRENCE COUNTIES.
  S 1021-D. NORTH COUNTRY POWER AUTHORITY. 1. A CORPORATION KNOWN AS THE
NORTH  COUNTRY  POWER  AUTHORITY  IS  HEREBY  ESTABLISHED FOR THE PUBLIC
PURPOSES DECLARED IN SECTION ONE THOUSAND TWENTY-ONE-A OF THIS TITLE AND
CHARGED WITH THE DUTIES AND HAVING THE POWERS PROVIDED  IN  THIS  TITLE.
THE  AUTHORITY  SHALL  BE  A  BODY  CORPORATE AND POLITIC CONSTITUTING A
PUBLIC BENEFIT CORPORATION, A POLITICAL SUBDIVISION OF THE STATE,  EXER-
CISING GOVERNMENTAL AND PUBLIC POWERS, PERPETUAL IN DURATION, CAPABLE OF
SUING  AND BEING SUED AND HAVING A SEAL, AND WHICH SHALL HAVE THE POWERS
AND DUTIES ENUMERATED IN THIS TITLE, TOGETHER WITH SUCH OTHERS AS MAY BE
CONFERRED UPON IT BY LAW.
  2. THE AUTHORITY SHALL BE GOVERNED BY A BOARD OF DIRECTORS  CONSISTING
OF  NINE  DIRECTORS,  TO  BE  RESIDENTS  OF  THE SERVICE AREA, AND TO BE
APPOINTED BY THE GOVERNOR. SEVEN SUCH DIRECTORS SHALL BE APPOINTED  UPON
DESIGNATION  OF  THE SUPERVISORS AND MAYORS OF THE MUNICIPALITIES WITHIN
THE FOLLOWING REGIONS, WITH THE DESIGNATIONS TO BE MADE IN THE FOLLOWING
MANNER: THE VILLAGE  OF  POTSDAM  WILL  DESIGNATE  ONE  DESIGNEE  TO  BE
FORWARDED  TO THE GOVERNOR; THE VILLAGE OF CANTON AND THE TOWN OF CANTON
WILL JOINTLY DESIGNATE ONE DESIGNEE TO BE FORWARDED TO THE GOVERNOR; THE
TOWNS OF BOMBAY, BRASHER,  FORT  COVINGTON,  MOIRA  AND  WESTVILLE  WILL
JOINTLY  DESIGNATE  ONE  DESIGNEE  TO  BE FORWARDED TO THE GOVERNOR; THE
TOWNS OF FOWLER AND GOUVERNEUR WILL JOINTLY DESIGNATE ONE DESIGNEE TO BE
FORWARDED TO THE GOVERNOR; THE  TOWNS  OF  LISBON,  LOUISVILLE,  MADRID,
NORFOLK  AND  WADDINGTON  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE  TO BE
FORWARDED TO THE GOVERNOR; THE TOWNS OF POTSDAM, STOCKHOLM,  COLTON  AND
THE  VILLAGE  OF  NORWOOD  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE TO BE
FORWARDED TO THE GOVERNOR; AND THE TOWNS  OF  DEKALB,  EDWARDS,  HERMON,
RUSSELL  AND  PIERREPONT  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE  TO BE
FORWARDED TO THE GOVERNOR. EVERY DECADE THE DIRECTORS SHALL EXAMINE  THE
POPULATION  OF  THE  SEVEN REGIONS, AND IF NEEDED, ADJUST THE MAKE-UP OR
DEMARCATION OF THE REGIONS, FOR THE NECESSITY OR CONVENIENCE OF PERFORM-
ING ITS FUNCTIONS AND  ADMINISTERING  ITS  AFFAIRS  AND  TO  MAINTAIN  A
REASONABLE  EQUALITY  OF  POPULATION  BETWEEN  THE REGIONS. THE GOVERNOR
SHALL SELECT ONE OF THE DIRECTORS TO SERVE  AS  CHAIR,  AND  SUCH  CHAIR
SHALL  SERVE  AT  THE  PLEASURE OF THE GOVERNOR. THE TERM OF OFFICE OF A
DIRECTOR, INCLUDING THE DIRECTOR SERVING AS CHAIR, SHALL BE FIVE  YEARS,

S. 2813--B                          6

BUT  IN  THE  FIRST  INSTANCE  SUCH DIRECTORS SHALL BE APPOINTED TO HOLD
OFFICE AS FOLLOWS: THREE FOR ONE YEAR; THREE FOR THREE YEARS; AND  THREE
FOR  FIVE  YEARS. UPON RESIGNATION OF A DIRECTOR, OR A VACANCY OCCURRING
IN ANY OTHER MANNER, SUCH VACANCY SHALL BE FILLED BY APPOINTMENT FOR THE
UNEXPIRED  TERM. IN OTHER RESPECTS, ALL VACANCIES SHALL BE FILLED IN THE
MANNER CORRESPONDING TO THE ORIGINAL APPOINTMENT.  EACH  DIRECTOR  SHALL
CONTINUE TO HOLD OFFICE AND SERVE UNTIL A SUCCESSOR IS APPOINTED, QUALI-
FIED AND ASSUMES OFFICE.
  3.  EACH  DIRECTOR SHALL BE ENTITLED TO RECEIVE A PER DIEM PAYMENT FOR
EVERY DAY OF ACTUAL SERVICE TO THE NCPA, THE AMOUNT OF SAID PER DIEM  TO
BE  DETERMINED BY THE DIRECTORS, BUT NOT TO EXCEED FIVE THOUSAND DOLLARS
PER ANNUM, ANNUALLY ADJUSTED FOR INFLATION  ACCORDING  TO  THE  CONSUMER
PRICE  INDEX.  EACH DIRECTOR SHALL ALSO BE ENTITLED TO REIMBURSEMENT FOR
ACTUAL AND REASONABLE DIRECT EXPENSES,  AS  MAY  BE  AUTHORIZED  BY  THE
DIRECTORS, IN EACH CASE UPON APPROPRIATE DOCUMENTATION BY THE SUBMITTING
DIRECTOR.   NO DIRECTOR OR ANY ENTITY, THE MAJORITY OF WHICH IS OWNED OR
CONTROLLED BY ANY DIRECTOR, SHALL RECEIVE  ANY  ADDITIONAL  COMPENSATION
FROM  NCPA  OR  BE  EMPLOYED  BY  NCPA IN ANY OTHER CAPACITY BY WHATEVER
MEANS.
  4. FIVE DIRECTORS SHALL CONSTITUTE A QUORUM  FOR  THE  TRANSACTION  OF
BUSINESS,  AND THE AFFIRMATIVE VOTE OF FIVE DIRECTORS AT A MEETING SHALL
BE NECESSARY TO THE VALIDITY OF ANY RESOLUTION, ORDER OR  DETERMINATION.
THE  DIRECTORS, IN BY-LAWS OR BY RESOLUTION, MAY ALLOW FOR ATTENDANCE AT
A MEETING OF THE DIRECTORS BY SPEAKER  PHONE  OR  ANY  OTHER  ELECTRONIC
MEANS BY WHICH ALL MEETING PARTICIPANTS CAN HEAR ONE ANOTHER.
  5. THE DIRECTORS SHALL APPOINT AN EXECUTIVE COMMITTEE OF NOT LESS THAN
THREE  DIRECTORS  AND SHALL DELEGATE SUCH DUTIES AND RESPONSIBILITIES OF
THE DIRECTORS TO THE EXECUTIVE COMMITTEE AS IT MAY DETERMINE  FROM  TIME
TO  TIME,  EXCEPT THAT THE DIRECTORS SHALL NOT DELEGATE TO THE EXECUTIVE
COMMITTEE THE POWER TO AUTHORIZE THE ISSUANCE OF SECURITIES. THE  DIREC-
TORS MAY APPOINT SUCH ADDITIONAL COMMITTEES WITH SUCH DUTIES AND RESPON-
SIBILITIES AS THEY MAY DETERMINE FROM TIME TO TIME.
  6.  THE  DIRECTORS  SHALL  FROM  TIME TO TIME SELECT SUCH OFFICERS AND
EMPLOYEES, INCLUDING A CHIEF EXECUTIVE  OFFICER  AND  SUCH  ENGINEERING,
MANAGEMENT AND LEGAL OFFICERS, AND OTHER PROFESSIONAL EMPLOYEES, INCLUD-
ING  BUT  NOT  LIMITED  TO  ACCOUNTING, PLANNING, CONSTRUCTION, FINANCE,
APPRAISAL, BANKING AND TRUSTEE SERVICES, AS THE  DIRECTORS  MAY  REQUIRE
FOR  THE  PERFORMANCE OF THEIR DUTIES AND SHALL PRESCRIBE THE DUTIES AND
COMPENSATION OF EACH SUCH OFFICER AND EMPLOYEE.
  7. THE AUTHORITY SHALL BE SUBJECT  IN  ALL  RESPECTS  TO  THE  GENERAL
SUPERVISION  OF  THE  PUBLIC  SERVICE COMMISSION IN THE SAME MANNER AS A
MUNICIPAL ELECTRIC UTILITY IS SUBJECT TO THE JURISDICTION OF THE  PUBLIC
SERVICE COMMISSION UNDER THE PUBLIC SERVICE LAW.
  8.  THE  AUTHORITY  AND  ITS  CORPORATE EXISTENCE SHALL CONTINUE UNTIL
TERMINATED BY LAW, SUBJECT TO THE PROVISIONS OF SUBDIVISION NINE OF THIS
SECTION AND SECTION ONE THOUSAND TWENTY-ONE-S OF THIS  TITLE,  PROVIDED,
HOWEVER,  THAT  NO  SUCH  LAW SHALL TAKE EFFECT SO LONG AS THE AUTHORITY
SHALL HAVE SECURITIES OUTSTANDING, UNLESS ADEQUATE  PROVISION  HAS  BEEN
MADE FOR THE PAYMENT THEREOF.
  9.    IN  THE EVENT THAT THE AUTHORITY DOES NOT COMMENCE EITHER ONE OR
MORE OF TRANSMITTING, DELIVERING AND GENERATING  ELECTRIC  POWER  WITHIN
TEN YEARS OF THE EFFECTIVE DATE OF THIS TITLE, THE AUTHORITY SHALL CEASE
TO  EXIST  AND THE PROVISIONS OF THIS TITLE SHALL BE OF NO FURTHER FORCE
AND  EFFECT,  SUBJECT  TO  THE  PROVISIONS  OF  SECTION   ONE   THOUSAND
TWENTY-ONE-M  OF  THIS  TITLE AND THE TERMS OF ANY BONDS, NOTES OR OTHER
DEBT OBLIGATIONS THEN OUTSTANDING.

S. 2813--B                          7

  S 1021-E. POWERS AND DUTIES OF THE AUTHORITY. THE POWERS CONFERRED  BY
THIS  TITLE SHALL BE EXERCISED BY THE DIRECTORS, SUBJECT TO THE TERMS OF
THIS TITLE. IN THE EXERCISE OF THOSE POWERS, EITHER DIRECTLY OR  THROUGH
ITS  OFFICERS  AND EMPLOYEES, THE DIRECTORS MAY DO THE FOLLOWING THINGS,
AMONG  OTHERS,  AND  THE  FOLLOWING  LIST  OF POWERS SHALL NOT BE DEEMED
COMPLETE OR EXCLUSIVE, OR TO DENY THE EXISTENCE OF OTHER POWERS, WHETHER
SIMILAR OR DIFFERENT, SO LONG  AS  THEY  ARE  REASONABLY  NECESSARY  FOR
ACCOMPLISHING THE PURPOSES DECLARED AND INDICATED IN THIS TITLE:
  1.  TO  MAKE  AND  ALTER BY-LAWS FOR THE REGULATION OF ITS AFFAIRS AND
CONDUCT OF ITS ACTIVITIES, TO SCHEDULE ANNUAL, REGULAR AND SPECIAL MEET-
INGS OF THE DIRECTORS, AS THE CONDUCT OF THE BUSINESS OF  THE  AUTHORITY
MAY WARRANT, AND TO ADOPT AND AMEND AN OFFICIAL SEAL;
  2.  TO  DEVELOP,  ACQUIRE,  CONSTRUCT,  RECONSTRUCT,  REHABILITATE AND
IMPROVE FACILITIES FOR THE TRANSMISSION, DISTRIBUTION OR  GENERATION  OF
ELECTRIC POWER OR ANY CONNECTED SERVICE;
  3.  TO  DETERMINE  THE  LOCATION,  TYPE,  SIZE,  CONSTRUCTION,  LEASE,
PURCHASE, OWNERSHIP, ACQUISITION, USE AND OPERATION OF ANY FACILITIES OR
OTHER STRUCTURE OR PROPERTY, WITHIN OR WITHOUT THE SERVICE AREA;
  4. TO INVESTIGATE, IMPLEMENT AND  INTEGRATE,  TO  THE  FULLEST  EXTENT
PRACTICABLE  AND  ECONOMICALLY  FEASIBLE, SUCH RESOURCE CONSERVATION AND
ENERGY EFFICIENCY MEASURES AND EQUIPMENT INTENDED TO REDUCE POWER DEMAND
AND USAGE, UTILIZE GREEN TECHNOLOGIES, ALTERNATIVE AND RENEWABLE  FUELS,
DISTRIBUTED  GENERATION,  NET METERING AND DEMAND RESPONSE PROGRAMS, ALL
AS INTEGRAL ELEMENTS IN ITS INVESTMENTS IN NEW PLANT AND  EQUIPMENT  FOR
TRANSMISSION, DISTRIBUTION AND GENERATION OF POWER, AND IN ITS MARKETING
AND SALE OF ELECTRICITY TO CONSUMERS;
  5.  TO  ACQUIRE ON BEHALF OF AND IN THE NAME OF THE AUTHORITY, WHETHER
BY AGREEMENT WITH AND PURCHASE FROM THE OWNER OR  OWNERS,  OR  BY  ARBI-
TRATION,  OR  WITHIN THE SERVICE AREA BY EMINENT DOMAIN, PURSUANT TO THE
PROCEDURES SET FORTH IN THE EMINENT DOMAIN PROCEDURE LAW, OR  BY  LEASE,
THE WHOLE OR ANY PART OF ANY EXISTING FACILITIES OR OF ANY OTHER PROPER-
TY  TO  BE  USED  IN CONNECTION WITH POWER TRANSMISSION, DISTRIBUTION OR
GENERATION BY THE AUTHORITY AS SET OUT IN THIS TITLE; PROVIDED, HOWEVER,
THAT THE AUTHORITY SHALL NOT ACQUIRE REAL PROPERTY OF A MUNICIPALITY  OR
A  POLITICAL  SUBDIVISION OF THE STATE UNLESS SUCH MUNICIPALITY OR POLI-
TICAL SUBDIVISION SHALL CONSENT THERETO; AND PROVIDED FURTHER  THAT  THE
AUTHORITY SHALL NOT ACQUIRE BY THE EXERCISE OF EMINENT DOMAIN ANY FACIL-
ITIES  FOR  THE  TRANSMISSION  OF  ELECTRICITY OPERATING AT A VOLTAGE IN
EXCESS OF TWENTY-TWO THOUSAND VOLTS  FROM  ANY  PERSON,  CORPORATION  OR
ASSOCIATION,  PUBLIC OR PRIVATE, ENGAGED IN THE BUSINESS OF DISTRIBUTION
AND SALE OF ELECTRICITY TO ULTIMATE CUSTOMERS UNLESS  THE  AUTHORITY  IS
UNABLE  TO ACQUIRE BY CONTRACT WITH THE OWNERS OR OPERATORS THEREOF, THE
RIGHT TO USE SUCH FACILITIES ON JUST, REASONABLE AND  NON-DISCRIMINATORY
TERMS;  AND PROVIDED FURTHER THAT THE AUTHORITY SHALL NOT ACQUIRE BY THE
EXERCISE OF EMINENT DOMAIN ANY FACILITIES FOR THE GENERATION OF ELECTRIC
POWER FROM ANY PERSON, CORPORATION, COMPANY, OR ASSOCIATION,  PUBLIC  OR
PRIVATE,  ENGAGED  IN  THE  GENERATION OF ELECTRIC POWER.  IN CONNECTION
WITH THE PURCHASE OF ANY PROPERTIES AUTHORIZED HEREIN, THE AUTHORITY MAY
ASSUME ANY OBLIGATIONS OF THE OWNER  OF  SUCH  PROPERTIES  AND,  TO  THE
EXTENT  REQUIRED  BY  THE  TERMS  OF ANY INDENTURES OR OTHER INSTRUMENTS
UNDER WHICH SUCH OBLIGATIONS WERE ISSUED, THE AUTHORITY MAY  ASSUME  AND
AGREE  TO  PERFORM  COVENANTS AND OBSERVE RESTRICTIONS CONTAINED IN SUCH
INSTRUMENTS; AND FURTHERMORE THE OWNER  OF  ANY  PROPERTIES,  WHICH  THE
AUTHORITY  IS  AUTHORIZED  TO  ACQUIRE,  IS HEREBY AUTHORIZED TO SELL OR
OTHERWISE TRANSFER THE SAME TO THE AUTHORITY.   IN THE EXERCISE  OF  THE
POWER  OF  EMINENT DOMAIN, AS PROVIDED IN THIS SUBDIVISION, THE PROPERTY

S. 2813--B                          8

BEING ACQUIRED SHALL BE DEEMED, WHEN SO DETERMINED BY THE AUTHORITY,  TO
BE FOR A PUBLIC USE;
  6.  TO  TRANSMIT,  DISTRIBUTE  AND  GENERATE  ELECTRIC  POWER  AND ANY
CONNECTED SERVICES WITHIN THE SERVICE AREA, TO FIX RATES AND CHARGES FOR
THE FURNISHING OR RENDITION  OF  ELECTRIC  POWER  OR  OF  ANY  CONNECTED
SERVICE, AND TO COLLECT REVENUES;
  7.  TO MAINTAIN, OPERATE AND MANAGE, AND CONTRACT FOR THE MAINTENANCE,
OPERATION AND MANAGEMENT OF PROPERTIES OF THE AUTHORITY;
  8. TO APPLY TO THE APPROPRIATE AGENCIES AND OFFICIALS OF THE  FEDERAL,
STATE  AND LOCAL GOVERNMENTS FOR SUCH LICENSES, PERMITS OR APPROVALS FOR
ITS PLANS AND PROJECTS AS IT MAY DEEM NECESSARY OR ADVISABLE,  AND  UPON
SUCH  TERMS  AND CONDITIONS AS IT MAY DEEM APPROPRIATE TO ACCEPT, IN ITS
DISCRETION, SUCH LICENSES, PERMITS OR APPROVALS AS MAY BE TENDERED TO IT
BY SUCH AGENCIES AND OFFICIALS;
  9. TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE JUDGMENT  OF
THE  AUTHORITY  SHALL  BE  NECESSARY  FOR THE PURPOSE OF MAKING SURVEYS,
SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOMPLISH ANY PURPOSE AUTHORIZED
BY THIS TITLE, THE AUTHORITY BEING LIABLE ONLY FOR ACTUAL DAMAGES DONE;
  10. TO ENTER INTO COOPERATIVE AGREEMENTS WITH OTHER AUTHORITIES, MUNI-
CIPALITIES, UTILITY COMPANIES, INDIVIDUALS, FIRMS OR  CORPORATIONS,  AND
THE DOMINION OF CANADA AND ITS POLITICAL SUBDIVISIONS, FOR THE INTERCON-
NECTION  OF FACILITIES AND THE EXCHANGE OR INTERCHANGE OF ELECTRIC POWER
OR CONNECTED SERVICES, UPON SUCH TERMS AND CONDITIONS AS SHALL BE DETER-
MINED TO BE REASONABLE;
  11. TO EXECUTE CONTRACTS, BORROW MONEY, ISSUE BONDS, NOTES  AND  OTHER
OBLIGATIONS  AS  PROVIDED  IN  SECTION ONE THOUSAND TWENTY-ONE-K OF THIS
TITLE, AND SELL THE SAME IN SUCH AMOUNTS AND AT  SUCH  PRICES,  INTEREST
RATES AND OTHER FINANCIAL TERMS AS MAY BE DETERMINED BY THE DIRECTORS;
  12. TO ENTER INTO AGREEMENTS TO PURCHASE POWER FROM THE POWER AUTHORI-
TY  OF  THE  STATE OF NEW YORK, THE STATE, ANY STATE AGENCY, ANY MUNICI-
PALITY, ANY PRIVATE ENTITY OR ANY OTHER AVAILABLE SOURCE AT  SUCH  PRICE
OR  PRICES  AS  MAY BE NEGOTIATED, INCLUDING THE POWER TO ENTER INTO ANY
AGREEMENT OR ANY NEGOTIATION FOR THE PURCHASE OF POWER FROM THE DOMINION
OF CANADA, OR ANY POLITICAL SUBDIVISION,  PUBLIC  AUTHORITY  OR  PRIVATE
CORPORATION THEREIN;
  13.  TO  MAKE  ANY  PLANS, STUDIES OR INVESTIGATIONS WHICH IT MAY DEEM
NECESSARY, CONVENIENT OR DESIRABLE TO ENABLE IT EFFECTUALLY TO CARRY OUT
THE PROVISIONS OF THIS TITLE;
  14. WITHIN NINETY DAYS OF THE FIRST SALE  OF  ELECTRIC  POWER  OR  ANY
CONNECTED  SERVICE,  TO  PROMULGATE  REGULATIONS GRANTING TO RESIDENTIAL
CUSTOMERS THE PROTECTIONS AFFORDED BY ARTICLE TWO OF THE PUBLIC  SERVICE
LAW AND SECTION ONE HUNDRED THIRTY-ONE-S OF THE SOCIAL SERVICES LAW;
  15.  TO  ASSUME  SUCH  RIGHTS AND RESPONSIBILITIES OF THE ALLIANCE FOR
MUNICIPAL POWER, A JOINT STUDY COMMISSION ESTABLISHED BY INTER-MUNICIPAL
AGREEMENT AMONG THE TWENTY-FOUR TOWNS AND VILLAGES  WITHIN  THE  SERVICE
AREA  OF  THE  AUTHORITY,  WHICH FURTHER THE NCPA PURPOSES AND POWERS AS
DETERMINED BY THE NCPA DIRECTORS IN ACCORDANCE WITH  THE  PROVISIONS  OF
THIS TITLE; AND
  16.  TO DO WHATEVER MAY BE NECESSARY TO GIVE EFFECT TO THE PURPOSES OF
THIS TITLE, AND IN GENERAL TO HAVE AND EXERCISE ALL OTHER POWERS  NECES-
SARY OR INCIDENTAL TO THE PURPOSES OF THIS TITLE.
  S  1021-F.  DEPOSIT  AND INVESTMENT OF MONEYS OF THE AUTHORITY. 1. ALL
MONEYS OF THE AUTHORITY, FROM WHATEVER SOURCE DERIVED, EXCEPT AS  OTHER-
WISE  AUTHORIZED OR PROVIDED IN THIS TITLE, SHALL UPON RECEIPT BE DEPOS-
ITED FORTHWITH IN A BANK OR BANKS DESIGNATED BY  THE  DIRECTORS,  TO  BE
SELECTED  IN  ACCORDANCE  WITH SUCH STANDARDS AS THE DIRECTORS SHALL SET

S. 2813--B                          9

FORTH IN THE BY-LAWS OR INVESTMENT GUIDELINES OF  THE  AUTHORITY,  WHICH
STANDARDS SHALL TAKE INTO ACCOUNT THE CREDITWORTHINESS AND CAPITAL POSI-
TION OF THE DEPOSITARY BANK OR BANKS. THE MONEYS IN SUCH ACCOUNTS MAY BE
INVESTED IN OBLIGATIONS OF THE STATE OR THE UNITED STATES, OR GUARANTEED
BY  EITHER  IN  ACCORDANCE  WITH  PRACTICES THAT THE DIRECTORS SHALL SET
FORTH IN THE BY-LAWS OR INVESTMENT GUIDELINES OF  THE  AUTHORITY.    THE
MONEYS  IN  SUCH ACCOUNTS SHALL BE WITHDRAWN ON THE ORDER OF SUCH PERSON
OR PERSONS AS THE DIRECTORS  SHALL  AUTHORIZE  IN  THE  BY-LAWS  OF  THE
AUTHORITY AND SHALL BE APPLIED TO THE USE OF THE AUTHORITY AS THE DIREC-
TORS SHALL AUTHORIZE IN THE BY-LAWS OF THE AUTHORITY.
  2.  THE  AUTHORITY SHALL HAVE POWER TO CONTRACT WITH HOLDERS OF ANY OF
ITS BONDS OR NOTES OR OTHER OBLIGATIONS, OR ANY TRUSTEE THEREFOR, AS  TO
THE  CUSTODY, COLLECTION, SECURING, INVESTMENT AND PAYMENT OF ANY MONEYS
OF THE AUTHORITY AND OF ANY MONEYS HELD IN TRUST OR  OTHERWISE  FOR  THE
PAYMENT  OF  BONDS  OR  NOTES OR OTHER OBLIGATIONS, AND TO CARRY OUT ANY
SUCH CONTRACT.  MONEYS HELD IN TRUST OR OTHERWISE  FOR  THE  PAYMENT  OF
BONDS  OR  NOTES  OR  OTHER OBLIGATIONS OR IN ANY WAY TO SECURE BONDS OR
NOTES OR OBLIGATIONS AND DEPOSITS OF SUCH MONEYS  SHALL  BE  SECURED  IN
FULL  IN  DIRECT  OBLIGATIONS  OF  THE FEDERAL GOVERNMENT THE PAYMENT OF
WHICH IS GUARANTEED BY THE UNITED STATES OF  AMERICA.  SUCH  INVESTMENTS
SHALL  BE  HELD  ON DEPOSIT ONLY IN BANKS HAVING A MINIMUM CREDIT RATING
AND A MINIMUM ACCUMULATED CAPITAL, AS THE DIRECTORS SHALL SPECIFY IN THE
BY-LAWS OR INVESTMENT GUIDELINES OF THE AUTHORITY.
  3. SUBJECT TO AGREEMENTS WITH NOTEHOLDERS AND BONDHOLDERS OR ANY TRUS-
TEE THEREFOR, THE AUTHORITY SHALL PRESCRIBE A UNIFORM SYSTEM OF ACCOUNTS
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
  4. THE DIRECTORS SHALL ADOPT INVESTMENT GUIDELINES  AND  STANDARDS  TO
IMPLEMENT THE FOREGOING PROVISIONS OF THIS SECTION, WHICH GUIDELINES AND
STANDARDS  SHALL BE REVIEWED ANNUALLY BY THE DIRECTORS AND SHALL BE MADE
AVAILABLE TO STATE AND MUNICIPAL OFFICIALS AND TO THE PUBLIC.
  S 1021-G. CONFLICTS OF INTEREST.  ELIGIBILITY  FOR  APPOINTMENT  AS  A
DIRECTOR,  OFFICER  OR EMPLOYEE OF THE AUTHORITY SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION TWENTY-EIGHT HUNDRED TWENTY-FIVE OF THIS  CHAPTER.
IN ADDITION TO THE REQUIREMENTS OF SUCH SECTION:
  1. IF ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY SHALL HAVE AN
INTEREST,  EITHER  DIRECT  OR  INDIRECT,  IN  ANY  CONTRACT TO WHICH THE
AUTHORITY IS OR IS TO BE A PARTY, SUCH INTEREST SHALL  BE  DISCLOSED  TO
THE  AUTHORITY  IN  WRITING AND SHALL BE SET FORTH IN THE MINUTES OF THE
AUTHORITY. THE DIRECTOR, OFFICER OR EMPLOYEE HAVING SUCH INTEREST  SHALL
NOT  PARTICIPATE  IN  ANY  ACTION  BY THE AUTHORITY WITH RESPECT TO SUCH
CONTRACT.
  2. NO DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY SHALL  BE  DEEMED
TO  HAVE  SUCH  AN  INTEREST  SOLELY  BY  REASON OF THE OWNERSHIP OF TWO
PERCENT OR LESS OF THE SECURITIES OF A CORPORATION WHICH IS OR IS TO  BE
A  PARTY  TO A CONTRACT WITH THE AUTHORITY, INCLUDING WITHOUT LIMITATION
THE HOLDING COMPANY OF ANY BANKING INSTITUTION IN WHICH THE FUNDS OF THE
AUTHORITY ARE, OR ARE TO BE DEPOSITED, OR WHICH IS OR IS TO BE ACTING AS
TRUSTEE OR PAYING AGENT UNDER ANY BOND OR NOTE RESOLUTION, TRUST  INDEN-
TURE OR SIMILAR INSTRUMENT TO WHICH THE AUTHORITY IS A PARTY.
  3.  NOTHING  IN THIS SECTION SHALL BE DEEMED OR CONSTRUED TO LIMIT THE
RIGHT OF ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY  TO  ACQUIRE
AN INTEREST IN THE SECURITIES OF THE AUTHORITY.
  S 1021-H. SALE OF SURPLUS POWER. WHENEVER ANY ELECTRIC POWER WHICH THE
AUTHORITY  MAY  ACQUIRE OR GENERATE CREATES A SURPLUS OVER THE AMOUNT OF
ELECTRIC POWER REQUIRED BY  THE  RESIDENTS  OF  THE  SERVICE  AREA,  THE
AUTHORITY MAY SELL SUCH SURPLUS IN TERRITORY OUTSIDE THE SERVICE AREA TO

S. 2813--B                         10

PERSONS, OR PUBLIC OR PRIVATE CORPORATIONS. IN ACQUIRING ANY FACILITY OR
PROPERTY  WHICH  ALSO  SERVES  ANY MUNICIPALITY OR TERRITORY OUTSIDE THE
SERVICE AREA, THE AUTHORITY, IF IT DEEMS IT ADVANTAGEOUS AND  ECONOMICAL
SO TO DO, MAY, WITH THE CONSENT OF THE DIRECTORS, SERVE ANY SUCH MUNICI-
PALITY  OR  TERRITORY  OR  SELL  ELECTRIC POWER TO PERSONS, OR PUBLIC OR
PRIVATE CORPORATIONS IN SUCH TERRITORY OR TO SUCH MUNICIPALITY.
  S 1021-I. SUBSIDIARIES. 1.   THE AUTHORITY SHALL  HAVE  THE  RIGHT  TO
EXERCISE AND PERFORM ALL OR PART OF ITS POWERS AND FUNCTIONS THROUGH ONE
OR MORE WHOLLY OWNED SUBSIDIARIES BY ACQUIRING THE VOTING SHARES THEREOF
OR  BY RESOLUTION OF THE DIRECTORS DIRECTING ANY OF ITS DIRECTORS, OFFI-
CERS OR EMPLOYEES TO ORGANIZE A SUBSIDIARY CORPORATION PURSUANT  TO  THE
BUSINESS  CORPORATION  LAW,  THE  NOT-FOR-PROFIT  CORPORATION LAW OR THE
TRANSPORTATION CORPORATIONS LAW. SUCH  RESOLUTION  SHALL  PRESCRIBE  THE
PURPOSE FOR WHICH ANY SUCH SUBSIDIARY CORPORATION IS TO BE FORMED.
  2.  THE  AUTHORITY  MAY  TRANSFER  TO  ANY  SUBSIDIARY CORPORATION ANY
MONEYS, PROPERTY (REAL, PERSONAL OR MIXED) OR  FACILITIES  IN  ORDER  TO
CARRY  OUT  THE PURPOSES OF THIS TITLE. EACH SUCH SUBSIDIARY CORPORATION
SHALL HAVE ALL THE PRIVILEGES,  IMMUNITIES,  TAX  EXEMPTIONS  AND  OTHER
EXEMPTIONS  OF THE AUTHORITY TO THE EXTENT THE SAME ARE NOT INCONSISTENT
WITH THE STATUTE OR STATUTES  PURSUANT  TO  WHICH  SUCH  SUBSIDIARY  WAS
INCORPORATED.   EACH SUCH SUBSIDIARY SHALL ALSO BE SUBJECT TO THE PUBLIC
SERVICE LAW AND THE STATE ENVIRONMENTAL QUALITY REVIEW ACT TO  THE  SAME
EXTENT AS THEY APPLY TO THE NCPA.
  3.  ANY SUCH SUBSIDIARIES OF NCPA SHALL BE SUBJECT TO THE SAME REPORT-
ING, AUDITING AND REVIEW REQUIREMENTS APPLICABLE TO NCPA PURSUANT TO THE
PROVISIONS OF THIS TITLE.
  S 1021-J. AUDIT AND ANNUAL REPORTS. 1.  THE ACCOUNTS OF THE  AUTHORITY
SHALL  BE  SUBJECT  TO  THE SUPERVISION OF THE COMPTROLLER AND AN ANNUAL
AUDIT SHALL BE PERFORMED BY AN INDEPENDENT CERTIFIED  PUBLIC  ACCOUNTANT
SELECTED  BY  THE  DIRECTORS  AND SHALL BE MADE AVAILABLE TO THE MUNICI-
PALITIES SERVED BY THE NCPA AND TO THE PUBLIC.
  2. THE AUTHORITY SHALL SUBMIT A DETAILED ANNUAL REPORT PURSUANT TO AND
AS SPECIFIED IN SECTION TWENTY-EIGHT HUNDRED OF THIS CHAPTER, AND A COPY
OF SUCH REPORT SHALL BE FILED WITH THE COUNTY EXECUTIVES OF THE COUNTIES
OF FRANKLIN AND ST. LAWRENCE, AND WITH THE MAYORS AND SUPERVISORS OF THE
MUNICIPALITIES WITHIN THE SERVICE AREA AND SHALL BE  MADE  AVAILABLE  TO
THE MUNICIPALITIES SERVED BY THE NCPA AND TO THE PUBLIC.
  S  1021-K. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY. 1. THE
AUTHORITY SHALL HAVE POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO
ISSUE ITS BONDS, NOTES OR OTHER OBLIGATIONS, FOR THE PURPOSE OF  FINANC-
ING  ANY  CAPITAL  PROJECT  AUTHORIZED  BY THIS TITLE, INCLUDING BUT NOT
LIMITED TO, THE ACQUISITION OF ANY REAL OR PERSONAL PROPERTY OR  FACILI-
TIES  DEEMED  NECESSARY  BY  THE AUTHORITY, DEVELOPMENT AND PROFESSIONAL
EXPENSES, AND FUNDING ANY CAPITAL OR OTHER RESERVE FUNDS ESTABLISHED  IN
CONNECTION WITH THE AUTHORITY'S OPERATIONS OR ISSUANCES, IN SUCH PRINCI-
PAL  AMOUNT  AS  THE  DIRECTORS SHALL DETERMINE NECESSARY TO PERFORM ITS
CORPORATE DUTIES AND FURTHER ITS PURPOSES AS AUTHORIZED IN  THIS  TITLE.
THE  MAXIMUM MATURITY OF ANY SUCH BOND SHALL NOT EXCEED FORTY YEARS FROM
ITS DATE OF ISSUANCE. THE MAXIMUM MATURITY OF ANY  SUCH  NOTE  OR  OBLI-
GATION SHALL NOT EXCEED FIVE YEARS FROM ITS DATE OF ISSUANCE.
  2. EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED BY THE AUTHORITY, THE
ISSUANCE  OF BONDS, NOTES OR OTHER OBLIGATIONS, UP TO ONE HUNDRED SEVEN-
TY-FIVE MILLION DOLLARS ANNUALLY, SHALL BE GENERAL  OBLIGATIONS  OF  THE
AUTHORITY  PAYABLE  OUT  OF  ANY  MONEYS  OR  REVENUES OF THE AUTHORITY,
SUBJECT ONLY TO ANY AGREEMENTS WITH THE  HOLDERS  OF  PARTICULAR  BONDS,
NOTES OR OTHER OBLIGATIONS PLEDGING ANY PARTICULAR MONEYS OR REVENUES.

S. 2813--B                         11

  3. THE AUTHORITY SHALL HAVE POWER FROM TIME TO TIME, WHENEVER IT DEEMS
REFUNDING  EXPEDIENT, TO REFUND ANY BONDS, NOTES OR OTHER OBLIGATIONS BY
THE ISSUANCE OF NEW BONDS, NOTES OR OTHER OBLIGATIONS, UP TO ONE HUNDRED
SEVENTY-FIVE MILLION DOLLARS ANNUALLY, WHETHER THE BONDS, NOTES OR OTHER
OBLIGATIONS  TO  BE  REFUNDED  HAVE  OR  HAVE NOT MATURED, AND MAY ISSUE
BONDS, NOTES OR OTHER OBLIGATIONS PARTLY TO REFUND BONDS, NOTES OR OTHER
OBLIGATIONS THEN OUTSTANDING AND PARTLY FOR ANY OTHER PURPOSE  DESCRIBED
IN  THIS  SECTION.  REFUNDING  BONDS,  NOTES OR OTHER OBLIGATIONS MAY BE
EXCHANGED FOR THE BONDS, NOTES OR OTHER OBLIGATIONS TO BE REFUNDED, WITH
SUCH CASH ADJUSTMENTS AS MAY BE AGREED, OR MAY BE SOLD WITH THE PROCEEDS
APPLIED TO THE PURCHASE OR PAYMENT OF THE BONDS TO BE REFUNDED.
  4. BONDS MAY BE ISSUED EITHER IN A SERIES WITH MULTIPLE DISCRETE MATU-
RITY DATES OR AS TERM BONDS WITH A  SINGLE  MATURITY  DATE.  THE  BONDS,
NOTES  OR  OTHER  OBLIGATIONS  SHALL  BE AUTHORIZED BY RESOLUTION OF THE
DIRECTORS AND SHALL BEAR SUCH DATE OR DATES,  MATURE  AT  SUCH  TIME  OR
TIMES, BEAR INTEREST AT SUCH RATE OR RATES, PAYABLE ANNUALLY OR SEMI-AN-
NUALLY,  BE IN SUCH DENOMINATIONS, BE IN SUCH FORM, CARRY SUCH REGISTRA-
TION PRIVILEGES, BE EXECUTED IN SUCH MANNER, BE PAYABLE IN LAWFUL  MONEY
OF  THE UNITED STATES OF AMERICA AT SUCH PLACE OR PLACES, AND BE SUBJECT
TO SUCH TERMS OF REDEMPTION,  AS  SUCH  RESOLUTION  OR  RESOLUTIONS  MAY
PROVIDE.  IN  THE  EVENT THAT TERM BONDS, NOTES OR OTHER OBLIGATIONS ARE
ISSUED, THE RESOLUTION AUTHORIZING THE SAME MAY MAKE SUCH PROVISIONS FOR
THE ESTABLISHMENT AND MANAGEMENT  OF  ADEQUATE  SINKING  FUNDS  FOR  THE
PAYMENT THEREOF, AS THE AUTHORITY MAY DEEM NECESSARY.
  5.  THE BONDS, NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY MAY BE SOLD
AT PUBLIC OR PRIVATE SALE FOR SUCH PRICE  OR  PRICES  AS  THE  AUTHORITY
SHALL  DETERMINE.  FOR  A  PRIVATE SALE OF ITS SECURITIES, THE AUTHORITY
SHALL OBTAIN THE WRITTEN APPROVAL OF THE TERMS OF  SUCH  SALE  FROM  THE
COMPTROLLER  IF  SUCH  SALE IS TO A PARTY OTHER THAN THE COMPTROLLER, OR
FROM THE DIRECTOR OF THE BUDGET WHERE SUCH SALE IS TO  THE  COMPTROLLER,
IN EITHER CASE PRIOR TO CLOSING THE ISSUANCE TRANSACTION.
  6.  ANY  RESOLUTION  AUTHORIZING ANY ISSUANCE OF BONDS, NOTES OR OTHER
OBLIGATIONS MAY CONTAIN  PROVISIONS,  WHICH  SHALL  BE  A  PART  OF  THE
CONTRACT BETWEEN THE AUTHORITY AND THE HOLDERS OF THE ISSUED SECURITIES,
AS TO:
  (A)  PLEDGING  ALL OR ANY PART OF THE REVENUES OF THE AUTHORITY OR ITS
PROJECTS OR ANY REVENUE PRODUCING CONTRACT  OR  CONTRACTS  MADE  BY  THE
AUTHORITY  WITH  ANY INDIVIDUAL, PARTNERSHIP, LIMITED LIABILITY COMPANY,
CORPORATION OR ASSOCIATION TO SECURE THE PAYMENT OF THE BONDS, NOTES  OR
OTHER OBLIGATIONS, SUBJECT TO SUCH AGREEMENTS WITH HOLDERS OF SECURITIES
OF THE AUTHORITY;
  (B)  PLEDGING,  ASSIGNING  OR  CREATING  A  LIEN ON ALL OR ANY PART OF
ASSETS OF THE AUTHORITY, INCLUDING MORTGAGES  AND  OBLIGATIONS  SECURITY
MORTGAGES,  TO  SECURE  THE PAYMENT OF THE BONDS, SUBJECT TO SUCH AGREE-
MENTS WITH HOLDERS OF SECURITIES OF THE AUTHORITY;
  (C) THE SETTING ASIDE OF RESERVES OR SINKING FUNDS, AND THE REGULATION
AND DISPOSITION THEREOF;
  (D) ESTABLISHMENT OF SPECIAL FUNDS FOR DEPOSIT OF MONEYS RECEIVED FROM
THE PROCEEDS OF THE ISSUANCE OF SECURITIES AS THE DIRECTORS SHALL DETER-
MINE, CONSISTENT WITH THE AUTHORIZING RESOLUTION AND THE  PROVISIONS  OF
THIS TITLE;
  (E)  LIMITATIONS  ON  THE PURPOSE TO WHICH THE PROCEEDS OF SALE OF ANY
ISSUANCE OF BONDS, NOTES OR OTHER OBLIGATIONS THEN OR THEREAFTER  TO  BE
ISSUED  MAY  BE APPLIED AND PLEDGING SUCH PROCEEDS TO SECURE THE PAYMENT
OF THE BONDS, NOTES OR OTHER OBLIGATIONS;

S. 2813--B                         12

  (F) LIMITATIONS OF THE ISSUANCE OF ADDITIONAL BONDS,  NOTES  OR  OTHER
OBLIGATIONS; THE TERMS UPON WHICH ADDITIONAL BONDS, NOTES OR OTHER OBLI-
GATIONS  MAY  BE  ISSUED  AND  SECURED; AND THE REFUNDING OF OUTSTANDING
BONDS, NOTES OR OTHER OBLIGATIONS;
  (G)  THE  PROCEDURE,  IF  ANY, BY WHICH THE TERMS OF ANY CONTRACT WITH
BONDHOLDERS MAY BE AMENDED OR ABROGATED, THE AMOUNT OF BONDS THE HOLDERS
OF WHICH MUST CONSENT THERETO, AND THE MANNER IN WHICH SUCH CONSENT  MAY
BE GIVEN;
  (H)  PROVIDING FOR THE APPOINTMENT AND POWERS OF A TRUSTEE FOR HOLDERS
OF SECURITIES, AND THE RIGHTS, POWERS AND DUTIES OF SUCH TRUSTEE AS  THE
DIRECTORS MAY DETERMINE;
  (I)  LIMITATIONS  ON THE AMOUNT OF MONEYS DERIVED FROM A PROJECT TO BE
EXPENDED FOR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES OF THE AUTHORI-
TY;
  (J) DEFINING THE ACTS OR OMISSIONS TO ACT  WHICH  SHALL  CONSTITUTE  A
DEFAULT IN THE DUTIES OF THE AUTHORITY TO HOLDERS OF ITS OBLIGATIONS AND
PROVIDING  THE  RIGHTS  AND  REMEDIES  OF SUCH HOLDERS IN THE EVENT OF A
DEFAULT; AND
  (K) ANY OTHER PROVISIONS NOT INCONSISTENT  WITH  THOSE  ENUMERATED  IN
THIS  SUBDIVISION  AND NECESSARY TO EFFECT ITS ISSUANCES OF BONDS, NOTES
OR OTHER OBLIGATIONS AND THE RIGHTS OF THE HOLDERS OF ITS SECURITIES, OR
OTHERWISE IN FURTHERANCE OF ITS CORPORATE PURPOSES.
  7. NOTWITHSTANDING ANY OTHER PROVISION OF THIS TITLE, ANY SUCH  RESOL-
UTION  OR  RESOLUTIONS SHALL CONTAIN A COVENANT BY THE AUTHORITY THAT IT
WILL AT ALL TIMES MAINTAIN RATES, FEES OR CHARGES SUFFICIENT TO PAY, AND
THAT ANY CONTRACTS ENTERED INTO BY THE AUTHORITY FOR  THE  SALE,  TRANS-
MISSION  OR  DISTRIBUTION  OF POWER SHALL CONTAIN RATES, FEES OR CHARGES
SUFFICIENT TO PAY THE COSTS OF OPERATION AND MAINTENANCE OF THE PROJECT,
THE PRINCIPAL OF AND INTEREST ON ANY OBLIGATIONS ISSUED PURSUANT TO SUCH
RESOLUTION AS THE SAME SEVERALLY BECOME DUE AND PAYABLE, AND TO MAINTAIN
ANY DEBT SERVICE COVERAGE RATIOS AND ANY RESERVES REQUIRED BY THE  TERMS
OF SUCH RESOLUTION OR RESOLUTIONS.
  8. IT IS THE INTENT OF THIS TITLE THAT ANY PLEDGE OF REVENUES OR OTHER
MONEYS  OR  OF  A  REVENUE  PRODUCING  CONTRACT OR CONTRACTS MADE BY THE
AUTHORITY SHALL BE VALID AND BINDING FROM THE TIME WHEN  THE  PLEDGE  IS
MADE;  THAT  THE REVENUES OR OTHER MONEYS OR PROCEEDS OF ANY CONTRACT OR
CONTRACTS SO PLEDGED AND THEREAFTER  RECEIVED  BY  THE  AUTHORITY  SHALL
IMMEDIATELY  BE  SUBJECT TO THE LIEN OF SUCH PLEDGE WITHOUT ANY PHYSICAL
DELIVERY THEREOF OR FURTHER ACT; AND THAT THE LIEN OF  ANY  SUCH  PLEDGE
SHALL  BE  VALID AND BINDING AS AGAINST ALL PARTIES HAVING CLAIMS OF ANY
KIND IN TORT, CONTRACT OR OTHERWISE AGAINST THE  AUTHORITY  IRRESPECTIVE
OF  WHETHER SUCH PARTIES HAVE NOTICE THEREOF. NEITHER THE RESOLUTION NOR
ANY OTHER INSTRUMENT BY WHICH A PLEDGE IS CREATED NEED BE RECORDED.
  9.  NEITHER THE DIRECTORS OF THE AUTHORITY NOR  ANY  PERSON  EXECUTING
THE  BONDS, NOTES OR OTHER OBLIGATIONS SHALL BE LIABLE PERSONALLY ON THE
BONDS, NOTES OR OTHER OBLIGATIONS OR BE SUBJECT TO ANY PERSONAL  LIABIL-
ITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF.
  10.  THE  AUTHORITY  SHALL  HAVE  THE POWER OUT OF ANY FUNDS AVAILABLE
THEREFOR TO PURCHASE BONDS, NOTES OR OTHER  OBLIGATIONS.  THE  AUTHORITY
MAY  HOLD,  PLEDGE,  CANCEL  OR  RESELL SUCH BONDS, NOTES OR OTHER OBLI-
GATIONS, SUBJECT TO AND IN ACCORDANCE WITH AGREEMENTS WITH BONDHOLDERS.
  11. ANY BONDS, NOTES OR OTHER OBLIGATIONS ISSUED BY THE AUTHORITY  ARE
HEREBY  MADE  SECURITIES IN WHICH ALL PUBLIC OFFICERS AND BODIES OF THIS
STATE AND ALL MUNICIPALITIES AND MUNICIPAL SUBDIVISIONS,  ALL  INSURANCE
COMPANIES  AND  ASSOCIATIONS  AND OTHER PERSONS CARRYING ON AN INSURANCE
BUSINESS, ALL BANKS, BANKERS, TRUST COMPANIES, SAVINGS BANKS AND SAVINGS

S. 2813--B                         13

ASSOCIATIONS, INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN
ASSOCIATIONS, INVESTMENT COMPANIES AND OTHER PERSONS CARRYING ON A BANK-
ING BUSINESS, AND ALL OTHER PERSONS WHATSOEVER  WHO  ARE  AUTHORIZED  TO
INVEST  IN  BONDS, NOTES OR OTHER OBLIGATIONS OF THE STATE, MAY PROPERLY
AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL OR BELONGING
TO THEM; SUBJECT TO THE PROVISIONS OF ANY OTHER GENERAL OR  SPECIAL  LAW
TO THE CONTRARY.
  12. THE AUTHORITY IS AUTHORIZED TO OBTAIN FROM ANY DEPARTMENT OR AGEN-
CY  OF  THE UNITED STATES OF AMERICA OR THE STATE OR ANY NONGOVERNMENTAL
INSURER OR FINANCIAL INSTITUTION ANY INSURANCE, GUARANTY OR OTHER CREDIT
SUPPORT DEVICE, TO THE EXTENT AVAILABLE, AS TO, OR FOR  THE  PAYMENT  OR
REPAYMENT OF INTEREST OR PRINCIPAL, OR BOTH, OR ANY PART THEREOF, ON ANY
BONDS,  NOTES  OR OTHER OBLIGATIONS ISSUED BY THE AUTHORITY AND TO ENTER
INTO ANY AGREEMENT OR CONTRACT WITH RESPECT TO  ANY  SUCH  INSURANCE  OR
GUARANTY,  EXCEPT TO THE EXTENT THAT THE SAME WOULD IN ANY WAY IMPAIR OR
INTERFERE WITH THE ABILITY OF THE AUTHORITY TO PERFORM AND  FULFILL  THE
TERMS OF ANY AGREEMENT MADE WITH THE HOLDERS OF OUTSTANDING BONDS, NOTES
OR OTHER OBLIGATIONS OF THE AUTHORITY.
  13.  IN  ADDITION  TO  THE  POWERS  CONFERRED IN THIS SECTION UPON THE
AUTHORITY TO SECURE ITS BONDS, NOTES OR OTHER OBLIGATIONS, THE AUTHORITY
SHALL HAVE THE POWER IN CONNECTION WITH THE ISSUANCE OF BONDS, NOTES  OR
OTHER  OBLIGATIONS  TO  ENTER  INTO SUCH AGREEMENTS AS THE AUTHORITY MAY
DEEM NECESSARY, CONVENIENT OR DESIRABLE CONCERNING THE USE  OR  DISPOSI-
TION  OF  ITS REVENUES OR OTHER MONEYS OR PROPERTY, AND FOR THE ACQUISI-
TION, ALTERATION OR DISPOSITION OF  ITS  PROPERTY,  REAL  AND  PERSONAL,
INCLUDING  THE  MORTGAGING  OF ANY OF ITS PROPERTIES AND THE ENTRUSTING,
PLEDGING OR CREATION OF ANY OTHER SECURITY INTEREST IN ANY  SUCH  REVEN-
UES, MONEYS OR PROPERTIES AND THE DOING OF ANY ACT, INCLUDING REFRAINING
FROM  DOING  ANY  ACT, WHICH THE AUTHORITY WOULD HAVE THE RIGHT TO DO IN
THE ABSENCE OF SUCH AGREEMENTS. THE AUTHORITY SHALL HAVE  THE  POWER  TO
ENTER  INTO  AMENDMENTS OF ANY SUCH AGREEMENTS WITHIN THE POWERS GRANTED
TO THE AUTHORITY BY THIS TITLE  AND  TO  PERFORM  SUCH  AGREEMENTS.  THE
PROVISIONS  OF  ANY  SUCH  AGREEMENTS MAY BE MADE A PART OF THE CONTRACT
WITH THE HOLDERS OF BONDS, NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY.
  14. ALL BONDS, NOTES AND OTHER OBLIGATIONS  ISSUED  BY  THE  AUTHORITY
UNDER  THE  PROVISIONS OF THIS TITLE ARE HEREBY DECLARED TO HAVE ALL THE
QUALITIES AND INCIDENTS OF NEGOTIABLE INSTRUMENTS UNDER  THE  APPLICABLE
LAWS OF THE STATE.
  S  1021-L.  STATE  AND  MUNICIPALITIES NOT LIABLE ON BONDS OR NOTES OR
OTHER OBLIGATIONS. THE SECURITIES OF THE AUTHORITY SHALL NOT BE  A  DEBT
OF THE STATE OR OF ANY MUNICIPALITY, AND NEITHER THE STATE NOR ANY MUNI-
CIPALITY SHALL BE LIABLE THEREON. THE AUTHORITY SHALL NOT HAVE THE POWER
TO  PLEDGE  THE CREDIT, THE REVENUES OR THE TAXING POWER OF THE STATE OR
OF ANY MUNICIPALITY, AND NEITHER THE CREDIT, THE REVENUES NOR THE TAXING
POWER OF THE STATE OR OF ANY MUNICIPALITY SHALL BE OR SHALL BE DEEMED TO
BE PLEDGED TO THE PAYMENT OF  ANY  SECURITIES  OF  THE  AUTHORITY.  EACH
EVIDENCE  OF  INDEBTEDNESS OF THE AUTHORITY, INCLUDING THE SECURITIES OF
THE AUTHORITY, SHALL CONTAIN A  CLEAR  AND  EXPLICIT  STATEMENT  OF  THE
PROVISIONS OF THIS SECTION.
  S  1021-M. AGREEMENT OF THE STATE. THE STATE DOES HEREBY PLEDGE TO AND
AGREE WITH THE HOLDERS OF ANY BONDS, NOTES OR OTHER  OBLIGATIONS  ISSUED
BY  THE  AUTHORITY  UNDER  THIS  TITLE, THAT THE STATE WILL NOT LIMIT OR
ALTER THE RIGHTS HEREBY VESTED IN THE AUTHORITY TO ESTABLISH AND COLLECT
THE REVENUES AND OTHER CHARGES REFERRED TO IN THIS TITLE AND TO  FULFILL
THE  TERMS OF ANY AGREEMENTS MADE WITH OR FOR THE BENEFIT OF THE HOLDERS
OF THE SECURITIES, OR IN ANY WAY IMPAIR THE RIGHTS AND REMEDIES  OF  THE

S. 2813--B                         14

BONDHOLDERS  UNTIL  SUCH  SECURITIES  ARE FULLY MET AND DISCHARGED.  THE
AUTHORITY IS AUTHORIZED TO INCLUDE THIS  PLEDGE  OF  THE  STATE  IN  ALL
AGREEMENTS BY THE AUTHORITY WITH THE HOLDERS OF ITS SECURITIES.
  S  1021-N.  EXEMPTION  OF THE AUTHORITY FROM TAXATION. 1. IT IS HEREBY
FOUND AND DECLARED THAT THE OPERATION OF THE AUTHORITY IS PRIMARILY  FOR
THE  BENEFIT OF THE PEOPLE OF THE PARTICIPATING MUNICIPALITIES, COUNTIES
AND THE STATE, FOR THE IMPROVEMENT OF THEIR HEALTH, WELFARE AND PROSPER-
ITY, AND IS A PUBLIC PURPOSE, AND THE AUTHORITY  SHALL  BE  REGARDED  AS
PERFORMING  AN  ESSENTIAL  GOVERNMENTAL  FUNCTION  IN  CARRYING  OUT THE
PROVISIONS OF THIS TITLE.
  2. THE PROPERTY OF THE AUTHORITY, AND ITS INCOME AND OPERATIONS  SHALL
BE  EXEMPT  FROM  TAXATION  OR ASSESSMENTS OF EVERY KIND AND NATURE; NOR
SHALL THE AUTHORITY BE REQUIRED TO PAY ANY FILING OR  RECORDING  FEE  OR
TRANSFER  TAX OF ANY KIND ON ACCOUNT OF INSTRUMENTS FILED OR RECORDED BY
IT OR ON ITS BEHALF, PROVIDED THAT NOTHING IN THIS SECTION SHALL PREVENT
THE AUTHORITY FROM ENTERING INTO AGREEMENTS TO MAKE PAYMENTS IN LIEU  OF
TAXES WITH THE GOVERNING BODIES OF MUNICIPALITIES OR OTHER LOCAL GOVERN-
MENT  TAXING ENTITIES. MORTGAGES MADE OR FINANCED (DIRECTLY OR INDIRECT-
LY) BY THE AUTHORITY SHALL BE EXEMPT FROM THE MORTGAGE  RECORDING  TAXES
IMPOSED BY ARTICLE ELEVEN OF THE TAX LAW.
  3.  THE  SECURITIES  ISSUED  BY  THE AUTHORITY, THEIR TRANSFER AND THE
INCOME THEREFROM SHALL, AT ALL TIMES, BE FREE FROM TAXATION BY THE STATE
OR ANY MUNICIPALITY, EXCEPT FOR ESTATE AND GIFT TAXES.
  S 1021-O. ACTIONS AGAINST  THE  AUTHORITY.  1.  ANY  ACTION,  SUIT  OR
PROCEEDING  TO  WHICH THE AUTHORITY MAY BE A PARTY IN WHICH ANY QUESTION
ARISES AS TO THE VALIDITY OF THIS TITLE OR THE  VALUATION  OF  STOCK  OR
ASSETS ACQUIRED BY THE AUTHORITY BY THE EXERCISE OF THE POWER OF EMINENT
DOMAIN  SHALL  BE PREFERRED OVER ALL OTHER CIVIL CAUSES IN ALL COURTS OF
THE STATE, EXCEPT ELECTION MATTERS, AND SHALL BE HEARD AND DETERMINED IN
PREFERENCE TO ALL OTHER CIVIL BUSINESS PENDING THEREIN, EXCEPT  ELECTION
MATTERS,  IRRESPECTIVE  OF POSITION ON THE CALENDAR. THE SAME PREFERENCE
SHALL BE GRANTED UPON APPLICATION OF COUNSEL TO  THE  AUTHORITY  IN  ANY
ACTION OR PROCEEDING QUESTIONING THE VALIDITY OF THIS TITLE OR THE VALU-
ATION  OF  STOCK  OR ASSETS ACQUIRED BY THE AUTHORITY BY THE EXERCISE OF
THE POWER OF EMINENT DOMAIN IN WHICH SUCH  COUNSEL  MAY  BE  ALLOWED  TO
INTERVENE.  THE  VENUE OF ANY SUCH ACTION OR PROCEEDING SHALL BE LAID IN
THE SUPREME COURT FOR THE COUNTY IN WHICH THE PRINCIPAL  OFFICE  OF  THE
AUTHORITY IS LOCATED.
  2.  IN  THE  EVENT ANY PARTY SHALL APPEAL AN AWARD OF COMPENSATION FOR
THE TAKING BY THE AUTHORITY OF STOCK OR ASSETS, SUCH PARTY SHALL POST  A
BOND IN SUCH AMOUNT, IF ANY, AS THE SUPREME COURT SHALL DEEM APPROPRIATE
TO  ADEQUATELY  PROTECT  THE  INTERESTS OF THE OTHER PARTY UNDER ALL THE
CIRCUMSTANCES.
  3. AN ACTION AGAINST THE  AUTHORITY  FOUNDED  ON  TORT  SHALL  NOT  BE
COMMENCED  MORE  THAN ONE YEAR AND NINETY DAYS AFTER THE CAUSE OF ACTION
THEREFOR SHALL HAVE ACCRUED, NOR UNLESS A NOTICE  OF  CLAIM  SHALL  HAVE
BEEN  SERVED ON THE AUTHORITY WITHIN THE TIME LIMITED BY, AND IN COMPLI-
ANCE WITH ALL THE REQUIREMENTS OF SECTION FIFTY-E OF THE GENERAL MUNICI-
PAL LAW, EXCEPT THAT AN ACTION AGAINST THE AUTHORITY FOR WRONGFUL  DEATH
SHALL BE COMMENCED IN ACCORDANCE WITH THE NOTICE OF CLAIM AND TIME LIMI-
TATION PROVISIONS OF TITLE ELEVEN OF ARTICLE NINE OF THIS CHAPTER.
  S 1021-P. EQUAL EMPLOYMENT OPPORTUNITY.  ALL CONTRACTS ENTERED INTO BY
THE  AUTHORITY  PURSUANT  TO THIS TITLE OF WHATEVER NATURE AND ALL DOCU-
MENTS SOLICITING BIDS OR PROPOSALS THEREFOR SHALL CONTAIN OR MAKE REFER-
ENCE TO THE FOLLOWING PROVISION:

S. 2813--B                         15

  THE CONTRACTOR SHALL NOT DISCRIMINATE AGAINST EMPLOYEES OR  APPLICANTS
FOR EMPLOYMENT BECAUSE OF RACE, CREED, COLOR, NATIONAL ORIGIN, SEX, AGE,
DISABILITY  OR  MARITAL  STATUS, AND WILL UNDERTAKE OR CONTINUE EXISTING
PROGRAMS OF AFFIRMATIVE ACTION TO ENSURE THAT MINORITY GROUP PERSONS AND
WOMEN  ARE  AFFORDED  EQUAL  OPPORTUNITY  WITHOUT  DISCRIMINATION.  SUCH
PROGRAMS SHALL INCLUDE, BUT NOT BE LIMITED TO, RECRUITMENT,  EMPLOYMENT,
JOB ASSIGNMENT, PROMOTION, UPGRADING, DEMOTION, TRANSFER, LAYOFF, TERMI-
NATION,  RATES  OF PAY OR OTHER FORMS OF COMPENSATION, AND SELECTION FOR
TRAINING AND RETRAINING, INCLUDING APPRENTICESHIP AND ON-THE-JOB  TRAIN-
ING.
  S  1021-Q. LIMITATION OF LIABILITY; INDEMNIFICATION. 1. THE DIRECTORS,
OFFICERS AND EMPLOYEES OF THE AUTHORITY, WHILE ACTING WITHIN  THE  SCOPE
OF  THEIR  AUTHORITY  AS  DIRECTORS, OFFICERS OR EMPLOYEES, SHALL NOT BE
SUBJECT TO ANY PERSONAL OR CIVIL LIABILITY RESULTING FROM THE  EXERCISE,
CARRYING  OUT  OR  ADVOCACY  OF ANY OF THE AUTHORITY'S PURPOSES OR POWER
UNLESS THE CONDUCT OF THE DIRECTORS, OFFICERS OR  EMPLOYEES  IS  FINALLY
DETERMINED  BY  A  COURT  OF COMPETENT JURISDICTION TO CONSTITUTE INTEN-
TIONAL WRONGDOING OR RECKLESSNESS.
  2. THE PROVISIONS OF SECTION EIGHTEEN OF THE PUBLIC OFFICERS LAW SHALL
APPLY  TO  DIRECTORS,  OFFICERS  AND  EMPLOYEES  OF  THE  AUTHORITY   IN
CONNECTION   WITH  ANY  AND  ALL  CLAIMS,  DEMANDS,  SUITS,  ACTIONS  OR
PROCEEDINGS WHICH MAY BE MADE OR BROUGHT AGAINST ANY OF THEM ARISING OUT
OF ANY DETERMINATIONS MADE OR ACTIONS TAKEN OR OMITTED TO  BE  TAKEN  IN
COMPLIANCE WITH ANY ACTIONS TAKEN PURSUANT TO THE POWERS OF THIS TITLE.
  3.  AS  USED  IN  THIS  SECTION,  THE  TERMS "DIRECTOR", "OFFICER" AND
"EMPLOYEE" SHALL INCLUDE A FORMER DIRECTOR, OFFICER OR EMPLOYEE AND  HIS
OR HER ESTATE OR JUDICIALLY APPOINTED PERSONAL REPRESENTATIVE.
  S  1021-R. POWER TO COMPEL ATTENDANCE OF WITNESSES. FOR THE PURPOSE OF
EXERCISING ITS POWERS AND PERFORMING ITS DUTIES PURSUANT TO  THIS  TITLE
AND OF SECURING SUCH INFORMATION AS IT MAY DEEM NECESSARY, THE AUTHORITY
SHALL  HAVE  THE  POWER  TO  COMPEL  THE ATTENDANCE OF WITNESSES AND THE
PRODUCTION OF DOCUMENTS. THE POWER HEREBY CONFERRED UPON  THE  AUTHORITY
MAY  BE EXERCISED BY ANY ONE OR MORE OF THE DIRECTORS IF HE, SHE OR THEY
ARE AUTHORIZED SO TO ACT ON BEHALF OF THE AUTHORITY BY RESOLUTION OR  BY
LAW.  A  SUBPOENA  ISSUED  UNDER  THIS SECTION SHALL BE REGULATED BY THE
CIVIL PRACTICE LAW AND RULES.
  S 1021-S. REPORTING REQUIREMENTS. IN ADDITION TO REPORTING THE  INFOR-
MATION  REQUIRED  BY  SUBDIVISIONS  ONE  AND TWO OF SECTION TWENTY-EIGHT
HUNDRED OF THIS CHAPTER THE AUTHORITY SHALL SUBMIT A DETAILED REPORT  OR
REPORTS  SETTING  FORTH (1) ITS FINANCIAL REPORTS, INCLUDING (I) AUDITED
FINANCIALS IN ACCORDANCE WITH ALL APPLICABLE REGULATIONS  AND  FOLLOWING
GENERALLY  ACCEPTED  ACCOUNTING PRINCIPLES AS DEFINED IN SUBDIVISION TEN
OF SECTION TWO  OF  THE  STATE  FINANCE  LAW,  (II)  GRANT  AND  SUBSIDY
PROGRAMS,  (III) OPERATING AND FINANCIAL RISKS, (IV) CURRENT RATINGS, IF
ANY, OF ITS BONDS ISSUED BY RECOGNIZED MUNICIPAL  BOND  RATING  AGENCIES
AND  NOTICE  OF  CHANGES IN SUCH RATINGS, AND (V) LONG-TERM LIABILITIES,
INCLUDING LEASES AND EMPLOYEE BENEFIT PLANS; (2) ITS  MISSION  STATEMENT
AND  MEASUREMENTS  INCLUDING  ITS  MOST  RECENT  MEASUREMENT REPORT; (3)
BIOGRAPHICAL INFORMATION, NOT INCLUDING CONFIDENTIAL  PERSONAL  INFORMA-
TION,  FOR  ALL  DIRECTORS AND OFFICERS AND EMPLOYEES; (4) A COPY OF THE
LEGISLATION THAT FORMS THE STATUTORY  BASIS  OF  THE  AUTHORITY;  (5)  A
DESCRIPTION  OF  THE  AUTHORITY  AND  ITS BOARD STRUCTURE, INCLUDING (I)
NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (II) LISTS OF BOARD  MEETINGS
AND  ATTENDANCE,  (III)  DESCRIPTIONS  OF MAJOR AUTHORITY UNITS, SUBSID-
IARIES, AND (IV) NUMBER OF EMPLOYEES;  (6)  ITS  CHARTER,  IF  ANY,  AND
BY-LAWS;  (7)  A  LISTING OF MATERIAL CHANGES IN OPERATIONS AND PROGRAMS

S. 2813--B                         16

DURING THE REPORTING YEAR; (8) AT A MINIMUM A FOUR-YEAR FINANCIAL  PLAN,
INCLUDING  (I) A CURRENT AND PROJECTED CAPITAL BUDGET, AND (II) AN OPER-
ATING BUDGET REPORT, INCLUDING AN ACTUAL VERSUS ESTIMATED  BUDGET,  WITH
AN  ANALYSIS AND MEASUREMENT OF FINANCIAL AND OPERATING PERFORMANCE; (9)
ITS BOARD PERFORMANCE EVALUATIONS; PROVIDED, HOWEVER, THAT  SUCH  EVALU-
ATIONS  SHALL  NOT  BE  SUBJECT  TO  DISCLOSURE UNDER ARTICLE SIX OF THE
PUBLIC OFFICERS LAW; (10) A DESCRIPTION OF THE TOTAL AMOUNTS  OF  ASSETS
AND/OR  SERVICES  BOUGHT  OR SOLD WITHOUT COMPETITIVE BIDDING, INCLUDING
(I) THE NATURE OF THOSE ASSETS AND SERVICES, (II) THE NAMES OF THE COUN-
TERPARTIES, AND (III) WHERE THE CONTRACT PRICE OR FAIR MARKET VALUE  FOR
GOODS  PURCHASED EXCEEDS A FAIR MARKET VALUE OR WHERE THE CONTRACT PRICE
FOR GOODS SOLD IS LESS THAN A FAIR MARKET VALUE, AN ATTESTATION  OF  THE
FAIR MARKET VALUE AND A DETAILED EXPLANATION EXECUTED UNDER PENALTIES OF
PERJURY  BY  THE  CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF
THE REASONS FOR THE HIGH PRICE PURCHASE OR THE LOAN PRICE SALE INCLUDING
THE RELATIONSHIP, IF ANY,  OF  PERSONS  ASSOCIATED  WITH  THE  BUYER  OR
PURCHASER AND PERSONS ASSOCIATED WITH THE AUTHORITY AND/OR THE OFFICIALS
WHO  APPOINTED MEMBERS TO THE AUTHORITY BOARD; (11) A DESCRIPTION OF ANY
MATERIAL PENDING LITIGATION IN WHICH THE  AUTHORITY  IS  INVOLVED  AS  A
PARTY  DURING  THE REPORTING YEAR; AND (12) ITS ANNUAL INDEPENDENT AUDIT
REPORT.
  S 1021-T. WEBSITE. THE AUTHORITY SHALL MAKE ACCESSIBLE TO THE  PUBLIC,
VIA ITS OFFICIAL OR SHARED INTERNET WEBSITE, DOCUMENTATION PERTAINING TO
ITS  MISSION,  CURRENT ACTIVITIES, MOST RECENT ANNUAL FINANCIAL REPORTS,
CURRENT YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT  UNLESS
SUCH  INFORMATION  IS COVERED BY SUBDIVISION TWO OF SECTION EIGHTY-SEVEN
OF THE PUBLIC OFFICERS LAW.
  S 1021-U. GOVERNANCE. 1. BOARD MEMBERS (A) EXECUTE DIRECT OVERSIGHT OF
THE AUTHORITY'S CHIEF EXECUTIVE AND OTHER MANAGEMENT  IN  THE  EFFECTIVE
AND  ETHICAL  MANAGEMENT  OF  THE  AUTHORITY; (B) UNDERSTAND, REVIEW AND
MONITOR THE  IMPLEMENTATION  OF  FUNDAMENTAL  FINANCIAL  AND  MANAGEMENT
CONTROLS AND OPERATIONAL DECISIONS OF THE AUTHORITY; (C) ESTABLISH POLI-
CIES  REGARDING  THE  PAYMENT OF SALARY, COMPENSATION AND REIMBURSEMENTS
TO, AND ESTABLISH RULES FOR THE TIME AND ATTENDANCE OF, THE CHIEF EXECU-
TIVE AND MANAGEMENT; (D) ADOPT A CODE OF ETHICS APPLICABLE TO EACH OFFI-
CER, DIRECTOR AND EMPLOYEE THAT, AT A MINIMUM,  INCLUDES  THE  STANDARDS
ESTABLISHED  IN  SECTION  SEVENTY-FOUR  OF  THE PUBLIC OFFICERS LAW; (E)
ESTABLISH WRITTEN POLICIES AND PROCEDURES ON PERSONNEL  INCLUDING  POLI-
CIES  PROTECTING  EMPLOYEES  FROM RETALIATION FOR DISCLOSING INFORMATION
CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEASANCE, OR  OTHER  INAP-
PROPRIATE  BEHAVIOR  BY  AN  EMPLOYEE  OR BOARD MEMBER OF THE AUTHORITY,
INVESTMENTS, TRAVEL, THE ACQUISITION OF REAL PROPERTY AND  THE  DISPOSI-
TION  OF  REAL  AND  PERSONAL  PROPERTY AND THE PROCUREMENT OF GOODS AND
SERVICES; (F) ADOPT A DEFENSE AND INDEMNIFICATION  POLICY  AND  DISCLOSE
SUCH PLAN TO ANY AND ALL PROSPECTIVE BOARD MEMBERS; (G) AT THE TIME THAT
THE  MEMBER  TAKES  AND  SUBSCRIBES HIS OR HER OATH OF OFFICE, OR WITHIN
SIXTY DAYS AFTER THE EFFECTIVE DATE OF THIS PARAGRAPH IF THE MEMBER  HAS
ALREADY  TAKEN  AND  SUBSCRIBED  HIS  OR  HER OATH OF OFFICE, EXECUTE AN
ACKNOWLEDGMENT, IN THE FORM PRESCRIBED BY THE AUTHORITY'S BUDGET OFFICE,
IN WHICH THE BOARD MEMBER ACKNOWLEDGES THAT HE OR SHE UNDERSTANDS HIS OR
HER ROLE AND RESPONSIBILITIES IMPOSED PURSUANT TO THIS SECTION.
  2. BOARD MEMBERS OF THE AUTHORITY, OR SUBSIDIARY THEREOF, SHALL ESTAB-
LISH AN AUDIT COMMITTEE TO BE COMPRISED OF NOT LESS THAN THREE INDEPEND-
ENT MEMBERS, WHO SHALL CONSTITUTE A MAJORITY ON THE COMMITTEE,  AND  WHO
SHALL  POSSESS  THE  NECESSARY SKILLS TO UNDERSTAND THE DUTIES AND FUNC-
TIONS OF THE AUDIT COMMITTEE; PROVIDED, HOWEVER, THAT IN THE EVENT  THAT

S. 2813--B                         17

A  BOARD  HAS LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD MAY APPOINT
NON-INDEPENDENT MEMBERS TO THE AUDIT COMMITTEE, PROVIDED THAT THE  INDE-
PENDENT  MEMBERS  MUST CONSTITUTE A MAJORITY OF THE MEMBERS OF THE AUDIT
COMMITTEE.  THE  COMMITTEE  SHALL RECOMMEND TO THE BOARD THE HIRING OF A
CERTIFIED INDEPENDENT ACCOUNTING FIRM FOR SUCH AUTHORITY, ESTABLISH  THE
COMPENSATION  TO BE PAID TO THE ACCOUNTING FIRM AND PROVIDE DIRECT OVER-
SIGHT OF THE PERFORMANCE OF  THE  INDEPENDENT  AUDIT  PERFORMED  BY  THE
ACCOUNTING  FIRM HIRED FOR SUCH PURPOSES. MEMBERS OF THE AUDIT COMMITTEE
SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND ACCOUNTING PRACTICES.
  3. BOARD MEMBERS OF THE AUTHORITY, OR SUBSIDIARY THEREOF, SHALL ESTAB-
LISH A GOVERNANCE COMMITTEE TO BE COMPRISED OF NOT LESS THAN THREE INDE-
PENDENT MEMBERS, WHO SHALL CONSTITUTE A MAJORITY ON THE  COMMITTEE,  AND
WHO  SHALL  POSSESS  THE  NECESSARY  SKILLS TO UNDERSTAND THE DUTIES AND
FUNCTIONS OF THE GOVERNANCE COMMITTEE; PROVIDED, HOWEVER,  THAT  IN  THE
EVENT  THAT  A  BOARD HAS LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD
MAY  APPOINT  NON-INDEPENDENT  MEMBERS  TO  THE  GOVERNANCE   COMMITTEE,
PROVIDED  THAT THE INDEPENDENT MEMBERS MUST CONSTITUTE A MAJORITY OF THE
MEMBERS OF THE GOVERNANCE COMMITTEE. IT SHALL BE THE  RESPONSIBILITY  OF
THE  MEMBERS  OF  THE GOVERNANCE COMMITTEE TO KEEP THE BOARD INFORMED OF
CURRENT  BEST  GOVERNANCE  PRACTICES;  TO  REVIEW  CORPORATE  GOVERNANCE
TRENDS;  TO  RECOMMEND  UPDATES  TO THE AUTHORITY'S CORPORATE GOVERNANCE
PRINCIPLES; TO ADVISE APPOINTING AUTHORITIES ON THE SKILLS  AND  EXPERI-
ENCES  REQUIRED  OF  POTENTIAL  BOARD  MEMBERS;  TO  EXAMINE ETHICAL AND
CONFLICT OF INTEREST ISSUES; TO PERFORM BOARD SELF-EVALUATIONS;  AND  TO
RECOMMEND  BY-LAWS  WHICH  INCLUDE  RULES  AND PROCEDURES FOR CONDUCT OF
BOARD BUSINESS.
  S 1021-V. SUBSIDIARIES. 1. NOTWITHSTANDING ANY LAW TO THE CONTRARY, NO
STATE AUTHORITY SHALL HEREAFTER HAVE THE POWER TO ORGANIZE  ANY  SUBSID-
IARY  CORPORATION UNLESS THE LEGISLATURE SHALL HAVE ENACTED A LAW GRANT-
ING SUCH STATE AUTHORITY SUCH POWER FOR THE ORGANIZATION OF  A  SPECIFIC
CORPORATION,  PROVIDED,  HOWEVER,  THAT A STATE AUTHORITY MAY ORGANIZE A
SUBSIDIARY CORPORATION PURSUANT TO THE FOLLOWING REQUIREMENTS:
  (A) THE PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL  BE  ORGAN-
IZED  SHALL  BE  FOR A PROJECT OR PROJECTS WHICH THE STATE AUTHORITY HAS
THE POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
  (B) THE PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION  SHALL  BE
ORGANIZED  SHALL  BE  TO  LIMIT  THE  POTENTIAL  LIABILITY IMPACT OF THE
SUBSIDIARY'S PROJECT OR PROJECTS ON THE AUTHORITY OR  BECAUSE  STATE  OR
FEDERAL  LAW  REQUIRES  THAT  THE  PURPOSE OF A SUBSIDIARY BE UNDERTAKEN
THROUGH A SPECIFIC CORPORATE STRUCTURE; AND
  (C) THE SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS  AND  OTHER
DISCLOSURES  AS ARE REQUIRED OF STATE AUTHORITIES, UNLESS THE SUBSIDIARY
CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
AUTHORITY OF WHICH IT IS A SUBSIDIARY.
  2. IN SUCH CASES WHERE A STATE AUTHORITY HAS THE POWER TO  ORGANIZE  A
SUBSIDIARY  CORPORATION PURSUANT TO SUBDIVISION ONE OF THIS SECTION, THE
STATE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO THE  FORMA-
TION  OF  SUCH  SUBSIDIARY, NOTICE TO THE AUTHORITY'S BUDGET OFFICE, THE
GOVERNOR, THE COMPTROLLER, AND THE LEGISLATURE THAT IT WILL BE  CREATING
A SUBSIDIARY.
  3.  SUBSIDIARY  CORPORATIONS  FORMED  UNDER  SUBDIVISION  ONE  OF THIS
SECTION SHALL NOT HAVE THE AUTHORITY TO  ISSUE  BONDS,  NOTES  OR  OTHER
DEBTS,  PROVIDED,  HOWEVER,  THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE
NOTES OR OTHER DEBTS TO THE PUBLIC AUTHORITY OF WHICH IT  IS  A  SUBSID-
IARY.  NO  SUCH  DEBT  ISSUED  BY THE SUBSIDIARY TO ITS PARENT AUTHORITY
SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL AMOUNT OF  FIVE  HUNDRED

S. 2813--B                         18

THOUSAND  DOLLARS  OR, DURING THE NINE MONTHS AFTER THE FORMATION OF THE
SUBSIDIARY, ONE MILLION DOLLARS.
  4.  THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO ORGAN-
IZE A SUBSIDIARY CORPORATION UNDER THIS SECTION  SHALL  STATE  THAT  THE
STATE AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.
  5.  PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL BE CONSTRUED
TO GRANT AN AUTHORITY THE POWER TO CREATE A SUBSIDIARY WHERE THE AUTHOR-
ITY DOES NOT OTHERWISE HAVE THE POWER TO DO SO.
  6. ON OR BEFORE THE FIRST DAY OF JANUARY,  TWO  THOUSAND  ELEVEN,  AND
ANNUALLY  ON  SUCH  DAY THEREAFTER, ANY SUBSIDIARY PUBLIC BENEFIT CORPO-
RATION, IN COOPERATION WITH ITS PARENT PUBLIC BENEFIT CORPORATION, SHALL
PROVIDE TO THE CHAIR AND RANKING MINORITY MEMBER OF THE  SENATE  FINANCE
COMMITTEE AND THE CHAIR AND RANKING MINORITY MEMBER OF THE ASSEMBLY WAYS
AND  MEANS  COMMITTEE,  A REPORT ON THE SUBSIDIARY PUBLIC BENEFIT CORPO-
RATION. SUCH REPORT SHALL INCLUDE FOR EACH SUBSIDIARY:
  (A) THE COMPLETE LEGAL NAME, ADDRESS AND CONTACT  INFORMATION  OF  THE
SUBSIDIARY;
  (B) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
  (C)  THE  COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF THE SUBSID-
IARY;
  (D) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY  THE
SUBSIDIARY  IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC BENE-
FIT FOR THE PEOPLE OF THE STATE OF NEW YORK; AND
  (E) ANY OTHER INFORMATION THE SUBSIDIARY  PUBLIC  BENEFIT  CORPORATION
DEEMS IMPORTANT TO INCLUDE IN SUCH REPORT.
  S  1021-W.  WHISTLEBLOWER.  1.  THE  DIRECTOR  OF THE AUTHORITY, AFTER
CONSULTATION WITH THE ATTORNEY GENERAL, SHALL DEVELOP AND  RECOMMEND  TO
THE  LEGISLATURE  A  WHISTLEBLOWER  ACCESS  AND ASSISTANCE PROGRAM WHICH
SHALL INCLUDE, BUT NOT BE LIMITED TO:
  (A) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
EMPLOYEES;
  (B)  OFFERING  ADVICE REGARDING THE EMPLOYEE'S RIGHTS UNDER APPLICABLE
STATE AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL  PERSONS;
AND
  (C) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE AUTHORITY.
  2.  ANY  COMMUNICATIONS BETWEEN AN EMPLOYEE AND THE AUTHORITY PURSUANT
TO THIS SECTION SHALL BE HELD STRICTLY CONFIDENTIAL  BY  THE  AUTHORITY,
UNLESS  THE  EMPLOYEE SPECIFICALLY WAIVES IN WRITING THE RIGHT TO CONFI-
DENTIALITY.
  3. THE AUTHORITY SHALL NOT FIRE, DISCHARGE, DEMOTE, SUSPEND, THREATEN,
HARASS OR DISCRIMINATE AGAINST AN EMPLOYEE  BECAUSE  OF  THE  EMPLOYEE'S
ROLE  AS  A  WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY THE EMPLOYEE
ARE LEGAL.
  S 1021-X. LOBBYING CONTACTS. 1. DEFINITIONS. AS USED IN THIS SECTION:
  (A) "LOBBYING" SHALL HAVE THE SAME MEANING AS DEFINED IN SECTION ONE-C
OF THE LEGISLATIVE LAW.
  (B) "LOBBYING CONTACT" SHALL MEAN ANY CONVERSATION, IN  PERSON  OR  BY
TELEPHONIC OR OTHER REMOTE MEANS, OR CORRESPONDENCE BETWEEN ANY LOBBYIST
AND  ANY  PERSON  WITHIN  A  STATE AUTHORITY WHO CAN MAKE OR INFLUENCE A
DECISION ON ANY MATTER ON BEHALF  OF  THE  STATE  AUTHORITY,  AND  SHALL
INCLUDE,  AT A MINIMUM, ALL MEMBERS OF THE GOVERNING BOARD AND ALL OFFI-
CERS OF THE STATE AUTHORITY.

S. 2813--B                         19

  (C) "LOBBYIST" SHALL MEAN ANY PERSON WHO CONTACTS A STATE AUTHORITY IN
AN EFFORT TO OBTAIN FAVORABLE ACTION BY THE AUTHORITY ON ANY  MATTER  ON
BEHALF OF ANOTHER PERSON.
  2. THE AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS MADE
WITH SUCH AUTHORITY.
  3.  EVERY  MEMBER,  OFFICER  OR  EMPLOYEE  OF THE AUTHORITY WHO IS THE
PERSON CONTACTED BY A LOBBYIST SHALL MAKE A  CONTEMPORANEOUS  RECORD  OF
SUCH CONTACT CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF
THE  LOBBYIST,  AND  A  GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
SUCH PERSON SHALL NOT BE REQUIRED TO MAKE A RECORD  OF  THE  RECEIPT  OF
DOCUMENTARY  LOBBYING CONTACTS IF THE DOCUMENT OR A COPY THEREOF IS KEPT
IN A FILE RELATING TO LOBBYING CONTACTS.
  4. THE AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING THE REQUIREMENTS OF
THIS SECTION. SUCH POLICY SHALL APPOINT AN  OFFICER  TO  WHOM  ALL  SUCH
RECORDS SHALL BE DELIVERED. SUCH OFFICER SHALL MAINTAIN SUCH RECORDS FOR
NOT  LESS  THAN SEVEN YEARS IN A FILING SYSTEM DESIGNED TO ORGANIZE SUCH
RECORDS IN A MANNER SO AS TO  MAKE  SUCH  RECORDS  USEFUL  TO  DETERMINE
WHETHER  THE  DECISIONS  OF  THE  AUTHORITY  WERE INFLUENCED BY LOBBYING
CONTACTS.
  S 1021-Y. PREVAILING WAGE. WHENEVER  THE  AUTHORITY  ENTERS  INTO  ANY
CONTRACT,  SUBCONTRACT,  LEASE, GRANT, BOND, COVENANT OR OTHER AGREEMENT
FOR OR IN CONNECTION WITH ANY CONSTRUCTION, DEMOLITION,  RECONSTRUCTION,
EXCAVATION,  REHABILITATION, REPAIR, RENOVATION, ALTERATION, OR IMPROVE-
MENT PROJECT, SUCH PROJECT SHALL BE DEEMED TO BE A PUBLIC WORKS  PROJECT
FOR  THE  PURPOSES  OF  ARTICLE  EIGHT  OF THE LABOR LAW, AND ALL OF THE
PROVISIONS OF ARTICLE EIGHT OF THE LABOR LAW SHALL BE APPLICABLE TO  ALL
THE WORK INVOLVED IN THE CONSTRUCTION, DEMOLITION, RECONSTRUCTION, EXCA-
VATION,  REHABILITATION,  REPAIR, RENOVATION, ALTERATION, OR IMPROVEMENT
OF SUCH PROJECT. FUNDS, FINANCIAL  ASSISTANCE,  OR  ANY  OTHER  BENEFITS
PROVIDED  PURSUANT  TO  THIS  ARTICLE  SHALL  NOT  BE UTILIZED FOR OR IN
CONNECTION WITH  THE  CONSTRUCTION,  DEMOLITION,  RECONSTRUCTION,  EXCA-
VATION,  REHABILITATION,  REPAIR, RENOVATION, ALTERATION, OR IMPROVEMENT
OF ANY PROJECT TO WHICH THE PROVISIONS OF ARTICLE EIGHT OF THE LABOR LAW
ARE NOT APPLICABLE.
  S 1021-Z. PERIODIC REVIEW BY LEGISLATURE FOR  CONTINUATION  OR  TERMI-
NATION. BEGINNING IN THE YEAR TWO THOUSAND FIFTY, AND NOT MORE THAN ONCE
EVERY  TEN  YEARS  THEREAFTER,  THE LEGISLATURE OF THE STATE OF NEW YORK
SHALL CONDUCT A COMPREHENSIVE REVIEW, NOT TO EXCEED  THREE  MONTHS  FROM
COMMENCEMENT  TO CONCLUSION, OF THE STRUCTURE, ACTIVITIES AND OPERATIONS
OF THE NCPA, AND THE NCPA SHALL PROVIDE SUCH RECORDS, REPORTS AND TESTI-
MONY AS THE LEGISLATURE MAY REQUEST TO ASSIST IN  THE  CONDUCT  OF  THIS
REVIEW.    UPON  THE  CONCLUSION  OF EACH SUCH COMPREHENSIVE REVIEW, THE
LEGISLATURE MAY IN ITS DISCRETION DETERMINE TO TERMINATE  THE  AUTHORITY
BY  ENACTMENT  INTO  LAW,  AND  SIGNATURE  BY  THE GOVERNOR OF A STATUTE
REPEALING THIS TITLE AS OF A DATE CERTAIN, SUBJECT TO THE PROVISIONS  OF
SECTION  ONE  THOUSAND  TWENTY-ONE-M  OF THIS TITLE AND THE TERMS OF ANY
BONDS, NOTES OR OTHER DEBT OBLIGATIONS THEN  OUTSTANDING.  SUCH  STATUTE
SHALL,  AMONG  OTHER THINGS, ASSIGN THE AUTHORITY'S RIGHTS AND RESPONSI-
BILITIES AND DISPOSE OF ITS ASSETS TO THE STATE OR A SUBDIVISION  THERE-
OF.  IN  THE  EVENT  THAT  THE  LEGISLATURE DOES NOT SO DETERMINE AND SO
ENACT, THE CORPORATE EXISTENCE OF THE AUTHORITY SHALL  CONTINUE  INDEFI-
NITELY IN ACCORDANCE WITH THE PROVISIONS OF THIS TITLE.
  S  1021-AA. SEVERABILITY.  THE PROVISIONS OF THIS TITLE ARE SEVERABLE,
AND IF ANY CLAUSE, SENTENCE, PARAGRAPH, ACTION OR PART OF THIS TITLE, OR
THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE, SHALL BE ADJUDGED
BY ANY COURT OF COMPETENT JURISDICTION TO BE INVALID  OR  UNENFORCEABLE,

S. 2813--B                         20

SUCH  JUDGMENT  SHALL  NOT AFFECT, IMPAIR OR INVALIDATE THE REMAINDER OF
THIS TITLE OR THE APPLICATION OF SUCH PROVISION TO ANY OTHER  PERSON  OR
CIRCUMSTANCE,  BUT  SHALL  BE  CONFINED  IN ITS OPERATION TO THE CLAUSE,
SENTENCE,  PARAGRAPH,  SECTION OR PART THEREOF OR PERSON OR CIRCUMSTANCE
DIRECTLY INVOLVED IN THE CONTROVERSY IN WHICH SUCH JUDGMENT  SHALL  HAVE
BEEN RENDERED.
  S  2.  Paragraph (b) of subdivision 11 of section 310 of the executive
law, as amended by chapter 506 of the laws of 2009, is amended  to  read
as follows:
  (b)  a "state authority," as defined in subdivision one of section two
of the public authorities law, and the following:
        Albany County Airport Authority;
        Albany Port District Commission;
        Alfred, Almond, Hornellsville Sewer Authority;
        Battery Park City Authority;
        Cayuga County Water and Sewer Authority;
        (Nelson A. Rockefeller) Empire State Plaza Performing Arts
          Center Corporation;
        Industrial Exhibit Authority;
        Livingston County Water and Sewer Authority;
        Long Island Power Authority;
        Long Island Rail Road;
        Long Island Market Authority;
        Manhattan and Bronx Surface Transit Operating Authority;
        Metro-North Commuter Railroad;
        Metropolitan Suburban Bus Authority;
        Metropolitan Transportation Authority;
        Natural Heritage Trust;
        New York City Transit Authority;
        New York Convention Center Operating Corporation;
        New York State Bridge Authority;
        New York State Olympic Regional Development Authority;
        New York State Thruway Authority;
        Niagara Falls Public Water Authority;
        Niagara Falls Water Board;
        NORTH COUNTRY POWER AUTHORITY;
        Port of Oswego Authority;
        Power Authority of the State of New York;
        Roosevelt Island Operating Corporation;
        Schenectady Metroplex Development Authority;
        State Insurance Fund;
        Staten Island Rapid Transit Operating Authority;
        State University Construction Fund;
        Triborough Bridge and Tunnel Authority.
        Upper Mohawk valley regional water board.
        Upper Mohawk valley regional water finance authority.
        Upper Mohawk valley memorial auditorium authority.
        Urban Development Corporation and its subsidiary corporations.
  S 3. This act shall take effect immediately; provided that the  amend-
ments to paragraph (b) of subdivision 11 of section 310 of the executive
law  made  by section two of this act shall take effect on the same date
as section 21 of chapter 506 of the laws of 2009 takes effect and  shall
not affect the expiration of such section and shall expire and be deemed
repealed therewith.

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 2813--C
    Cal. No. 197

                       2009-2010 Regular Sessions

                            I N  S E N A T E

                              March 3, 2009
                               ___________

Introduced  by Sens. AUBERTINE, GRIFFO, LITTLE -- read twice and ordered
  printed, and when printed to be committed to the Committee  on  Energy
  and  Telecommunications  -- reported favorably from said committee and
  committed to the Committee on Finance --  committee  discharged,  bill
  amended,  ordered reprinted as amended and recommitted to said commit-
  tee -- recommitted to the Committee on Energy  and  Telecommunications
  in accordance with Senate Rule 6, sec. 8 -- committee discharged, bill
  amended,  ordered reprinted as amended and recommitted to said commit-
  tee -- reported favorably from said committee  and  committed  to  the
  Committee  on  Finance  --  reported  favorably  from  said committee,
  ordered to first and second report, ordered to a third reading, passed
  by Senate and delivered to the Assembly, recalled, vote  reconsidered,
  restored  to  third  reading, amended and ordered reprinted, retaining
  its place in the order of third reading

AN ACT to amend the public authorities law, in relation to  establishing
  the  North  Country  power authority, and providing for its powers and
  duties

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Article  5  of  the  public authorities law is amended by
adding a new title 1-B to read as follows:
                                TITLE 1-B
                      NORTH COUNTRY POWER AUTHORITY
SECTION 1021.   SHORT TITLE.
        1021-A. DEFINITIONS.
        1021-B. NORTH COUNTRY POWER AUTHORITY.
        1021-C. NORTH COUNTRY POWER AUTHORITY SERVICE AREA; EXTENSION OF
                  SERVICE AREA.
        1021-D. POWERS AND DUTIES OF THE AUTHORITY.
        1021-E. DEPOSIT AND INVESTMENT OF MONEYS OF THE AUTHORITY.
        1021-F. CONFLICTS OF INTEREST.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
              

                                                           LBD07083-23-0

S. 2813--C                          2

        1021-G. SALE OF SURPLUS POWER.
        1021-H. AUDIT AND ANNUAL REPORTS.
        1021-I. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY.
        1021-J. STATE AND MUNICIPALITIES NOT LIABLE ON BONDS OR NOTES OR
                  OTHER OBLIGATIONS.
        1021-K. AGREEMENT OF THE STATE.
        1021-L. EXEMPTION OF THE AUTHORITY FROM TAXATION.
        1021-M. ACTIONS AGAINST THE AUTHORITY.
        1021-N. EQUAL EMPLOYMENT OPPORTUNITY.
        1021-O. LIMITATION OF LIABILITY; INDEMNIFICATION.
        1021-P. WEBSITE.
        1021-Q. PREVAILING WAGE.
        1021-R. PERIODIC REVIEW BY LEGISLATURE.
        1021-S. SEVERABILITY.
  S 1021. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND MAY BE CITED AS THE
"NORTH COUNTRY POWER AUTHORITY ACT".
  S  1021-A. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
  1. "ACQUIRE" MEANS, WITH RESPECT TO ANY RIGHT, TITLE OR INTEREST IN OR
TO ANY PROPERTY, EITHER THE ACT OF TAKING BY THE EXERCISE OF  THE  POWER
OF EMINENT DOMAIN, OR THE ACQUISITION BY PURCHASE OR OTHERWISE.
  2.  "ACT"  MEANS  THE  NORTH  COUNTRY  POWER AUTHORITY ACT, BEING THIS
TITLE.
  3. "AUTHORITY" MEANS THE NORTH COUNTRY POWER AUTHORITY ESTABLISHED  BY
SECTION ONE THOUSAND TWENTY-ONE-B OF THIS TITLE.
  4. "COMMISSION" MEANS THE PUBLIC SERVICE COMMISSION.
  5. "COMPTROLLER" MEANS THE STATE COMPTROLLER.
  6. "DIRECTORS" MEANS THE BOARD OF DIRECTORS OF THE AUTHORITY.
  7.  "FEDERAL  GOVERNMENT"  MEANS  THE UNITED STATES OF AMERICA AND ANY
AGENCY OR INSTRUMENTALITY, CORPORATE OR OTHERWISE, OF THE UNITED  STATES
OF AMERICA.
  8.  "FINAL  DETERMINATION"  OR  "FINALLY  DETERMINED" MEANS A JUDICIAL
DECISION (A) BY THE HIGHEST COURT OF COMPETENT JURISDICTION, OR (B) BY A
COURT OF COMPETENT JURISDICTION FROM WHICH NO APPEAL HAS BEEN TAKEN  AND
THE TIME WITHIN WHICH TO APPEAL HAS EXPIRED.
  9.  "NCPA" MEANS THE NORTH COUNTRY POWER AUTHORITY, AND ITS SUCCESSORS
AND ASSIGNS.
  10. "MUNICIPALITY" MEANS ANY COUNTY, CITY,  TOWN,  VILLAGE,  MUNICIPAL
CORPORATION,  SCHOOL  DISTRICT  OR  OTHER  POLITICAL  SUBDIVISION OF THE
STATE, INCLUDING ANY AGENCY, AUTHORITY  OR  PUBLIC  CORPORATION  OF  THE
STATE  OR  ANY  OF THE FOREGOING, OR ANY COMBINATION THEREOF, OTHER THAN
THE AUTHORITY.
  11. "PROPERTY" MEANS THE POWER DISTRIBUTION SYSTEM OR SYSTEMS  OF  THE
AUTHORITY,  WHETHER  COMPLETED  FACILITIES  OR PROJECTS IN CONSTRUCTION,
WHETHER SITUATED WITHIN OR WITHOUT THE TERRITORIAL LIMITS OF THE SERVICE
AREA, INCLUDING THE PLANTS, WORKS, STRUCTURES, POLES,  LINES,  CONDUITS,
MAINS,  SYSTEMS,  INSTRUMENTALITIES  OR  PARTS THEREOF AND APPURTENANCES
THERETO, LANDS, FRANCHISES AND INTEREST IN LAND, INCLUDING  LANDS  UNDER
WATER AND RIPARIAN RIGHTS, SPACE RIGHTS AND AIR RIGHTS, CONTRACT RIGHTS,
SUBSTATIONS,  AND  DISTRIBUTION  FACILITIES, OR ANY OTHER PROPERTY INCI-
DENTAL TO AND INCLUDED IN SUCH SYSTEM OR PART THEREOF, AND ANY  IMPROVE-
MENTS, EXTENSIONS OR BETTERMENTS. THE TERM "PROPERTY" SHALL ALSO INCLUDE
ANY  AND  ALL  INTERESTS  IN REAL PROPERTY LESS THAN FULL TITLE, SUCH AS
EASEMENTS, RIGHTS OF WAY, USES, LEASES, LICENSES AND ALL OTHER  INCORPO-
REAL HEREDITAMENTS AND EVERY ESTATE, INTEREST OR RIGHT, LEGAL OR EQUITA-
BLE,  INCLUDING  TERMS  FOR YEARS AND LIENS THEREON BY WAY OF JUDGMENTS,

S. 2813--C                          3

MORTGAGES OR OTHERWISE, AND ALSO ALL CLAIMS FOR DAMAGES RELATED TO  SUCH
REAL ESTATE.
  12.  "REVENUES"  MEANS  ALL  RATES, RENTS, FEES, CHARGES, PAYMENTS AND
OTHER INCOME AND RECEIPTS DERIVED BY THE AUTHORITY FROM THE OPERATION OF
THE PROPERTIES OF THE AUTHORITY OTHER THAN THE PROCEEDS OF THE SALES  OF
ITS  SECURITIES,  INCLUDING, BUT NOT LIMITED TO, INVESTMENT PROCEEDS AND
PROCEEDS OF INSURANCE, CONDEMNATION, AND SALES OR OTHER  DISPOSITION  OF
ASSETS, TOGETHER WITH ALL FEDERAL, STATE OR MUNICIPAL AID.
  13.  "SECURITY" MEANS ANY BOND, NOTE OR OTHER OBLIGATION ISSUED BY THE
AUTHORITY.
  14. "STATE" MEANS THE STATE OF NEW YORK.
  15. "STATE AGENCY" MEANS ANY  BOARD,  AUTHORITY,  AGENCY,  DEPARTMENT,
COMMISSION,  PUBLIC  CORPORATION, BODY POLITIC OR INSTRUMENTALITY OF THE
STATE.
  S 1021-B. NORTH COUNTRY POWER AUTHORITY. 1. A CORPORATION KNOWN AS THE
NORTH COUNTRY POWER AUTHORITY IS HEREBY ESTABLISHED AND CHARGED WITH THE
DUTIES AND HAVING THE POWERS PROVIDED IN THIS TITLE. THE AUTHORITY SHALL
BE A STATE AUTHORITY, A BODY CORPORATE AND POLITIC CONSTITUTING A PUBLIC
BENEFIT CORPORATION, A POLITICAL SUBDIVISION OF  THE  STATE,  EXERCISING
GOVERNMENTAL  AND PUBLIC POWERS, PERPETUAL IN DURATION, CAPABLE OF SUING
AND BEING SUED AND HAVING A SEAL, AND WHICH SHALL HAVE  THE  POWERS  AND
DUTIES  ENUMERATED  IN  THIS  TITLE, TOGETHER WITH SUCH OTHERS AS MAY BE
CONFERRED UPON IT BY LAW.
  2. THE AUTHORITY SHALL BE GOVERNED BY A BOARD OF DIRECTORS  CONSISTING
OF  NINE  DIRECTORS,  TO  BE  RESIDENTS  OF  THE SERVICE AREA, AND TO BE
APPOINTED BY THE GOVERNOR. SEVEN SUCH DIRECTORS SHALL BE APPOINTED  UPON
THE  RECOMMENDATION  OF THE SUPERVISORS AND MAYORS OF THE MUNICIPALITIES
WITHIN THE FOLLOWING REGIONS, WITH THE DESIGNATIONS TO BE  MADE  IN  THE
FOLLOWING  MANNER: THE VILLAGE OF POTSDAM WILL DESIGNATE ONE DESIGNEE TO
BE FORWARDED TO THE GOVERNOR; THE VILLAGE OF  CANTON  AND  THE  TOWN  OF
CANTON WILL JOINTLY DESIGNATE ONE DESIGNEE TO BE FORWARDED TO THE GOVER-
NOR;  THE  TOWNS OF BOMBAY, BRASHER, FORT COVINGTON, MOIRA AND WESTVILLE
WILL JOINTLY DESIGNATE ONE DESIGNEE TO BE FORWARDED TO THE GOVERNOR; THE
TOWNS OF FOWLER AND GOUVERNEUR WILL JOINTLY DESIGNATE ONE DESIGNEE TO BE
FORWARDED TO THE GOVERNOR; THE  TOWNS  OF  LISBON,  LOUISVILLE,  MADRID,
NORFOLK  AND  WADDINGTON  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE  TO BE
FORWARDED TO THE GOVERNOR; THE TOWNS OF POTSDAM, STOCKHOLM,  COLTON  AND
THE  VILLAGE  OF  NORWOOD  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE TO BE
FORWARDED TO THE GOVERNOR; AND THE TOWNS  OF  DEKALB,  EDWARDS,  HERMON,
RUSSELL  AND  PIERREPONT  WILL  JOINTLY  DESIGNATE  ONE  DESIGNEE  TO BE
FORWARDED TO THE GOVERNOR. EVERY DECADE THE DIRECTORS SHALL EXAMINE  THE
POPULATION  OF  THE  SEVEN REGIONS, AND IF NEEDED, ADJUST THE MAKE-UP OR
DEMARCATION OF THE REGIONS, FOR THE NECESSITY OR CONVENIENCE OF PERFORM-
ING ITS FUNCTIONS AND  ADMINISTERING  ITS  AFFAIRS  AND  TO  MAINTAIN  A
REASONABLE  EQUALITY  OF  POPULATION  BETWEEN  THE REGIONS. THE GOVERNOR
SHALL SELECT ONE OF THE DIRECTORS TO SERVE  AS  CHAIR,  AND  SUCH  CHAIR
SHALL  SERVE  AT  THE  PLEASURE OF THE GOVERNOR. THE TERM OF OFFICE OF A
DIRECTOR, INCLUDING THE DIRECTOR SERVING AS CHAIR, SHALL BE FIVE  YEARS,
BUT  IN  THE  FIRST  INSTANCE  SUCH DIRECTORS SHALL BE APPOINTED TO HOLD
OFFICE AS FOLLOWS: THREE FOR ONE YEAR; THREE FOR THREE YEARS; AND  THREE
FOR  FIVE  YEARS. UPON RESIGNATION OF A DIRECTOR, OR A VACANCY OCCURRING
IN ANY OTHER MANNER, SUCH VACANCY SHALL BE FILLED BY APPOINTMENT FOR THE
UNEXPIRED TERM. IN OTHER RESPECTS, ALL VACANCIES SHALL BE FILLED IN  THE
MANNER  CORRESPONDING  TO  THE ORIGINAL APPOINTMENT. EACH DIRECTOR SHALL
CONTINUE TO HOLD OFFICE AND SERVE UNTIL A SUCCESSOR IS APPOINTED, QUALI-
FIED AND ASSUMES OFFICE.

S. 2813--C                          4

  3. THE MEMBERS OF THE BOARD SHALL SERVE WITHOUT COMPENSATION BUT SHALL
BE ENTITLED TO REIMBURSEMENT OF  THEIR  ACTUAL  AND  NECESSARY  EXPENSES
INCURRED  IN THE PERFORMANCE OF THEIR OFFICIAL DUTIES, AS MAY BE AUTHOR-
IZED BY THE DIRECTORS, IN EACH CASE UPON  APPROPRIATE  DOCUMENTATION  BY
THE  SUBMITTING  DIRECTOR.  NO  DIRECTOR  OR ANY ENTITY, THE MAJORITY OF
WHICH IS OWNED OR CONTROLLED BY ANY DIRECTOR, SHALL  RECEIVE  ANY  ADDI-
TIONAL COMPENSATION FROM NCPA OR BE EMPLOYED BY NCPA IN ANY OTHER CAPAC-
ITY BY WHATEVER MEANS.
  4.  FIVE  DIRECTORS  SHALL  CONSTITUTE A QUORUM FOR THE TRANSACTION OF
BUSINESS, AND THE AFFIRMATIVE VOTE OF FIVE DIRECTORS AT A MEETING  SHALL
BE  NECESSARY TO THE VALIDITY OF ANY RESOLUTION, ORDER OR DETERMINATION.
THE DIRECTORS, IN BY-LAWS OR BY RESOLUTION, MAY ALLOW FOR ATTENDANCE  AT
A  MEETING  OF  THE  DIRECTORS  BY SPEAKER PHONE OR ANY OTHER ELECTRONIC
MEANS BY WHICH ALL MEETING PARTICIPANTS CAN HEAR ONE ANOTHER.
  5. THE DIRECTORS SHALL APPOINT AN EXECUTIVE COMMITTEE OF NOT LESS THAN
THREE DIRECTORS AND SHALL DELEGATE SUCH DUTIES AND  RESPONSIBILITIES  OF
THE  DIRECTORS  TO THE EXECUTIVE COMMITTEE AS IT MAY DETERMINE FROM TIME
TO TIME, EXCEPT THAT THE DIRECTORS SHALL NOT DELEGATE TO  THE  EXECUTIVE
COMMITTEE  THE POWER TO AUTHORIZE THE ISSUANCE OF SECURITIES. THE DIREC-
TORS MAY APPOINT SUCH ADDITIONAL COMMITTEES WITH SUCH DUTIES AND RESPON-
SIBILITIES AS THEY MAY DETERMINE FROM TIME TO TIME.
  6. (A) THE DIRECTORS SHALL FROM TIME TO TIME SELECT SUCH OFFICERS  AND
EMPLOYEES,  INCLUDING  A  CHIEF  EXECUTIVE OFFICER AND SUCH ENGINEERING,
MANAGEMENT AND LEGAL OFFICERS, AND OTHER PROFESSIONAL EMPLOYEES, INCLUD-
ING BUT NOT LIMITED  TO  ACCOUNTING,  PLANNING,  CONSTRUCTION,  FINANCE,
APPRAISAL,  BANKING  AND  TRUSTEE SERVICES, AS THE DIRECTORS MAY REQUIRE
FOR THE PERFORMANCE OF THEIR DUTIES AND SHALL PRESCRIBE THE  DUTIES  AND
COMPENSATION OF EACH SUCH OFFICER AND EMPLOYEE.
  (B)  IF  ANY EMPLOYEES ARE HIRED AS A CONSEQUENCE OF AN ACQUISITION OF
THE ASSETS OF NATIONAL GRID, THEY SHALL BE HIRED SUBJECT AND BE ENTITLED
TO ALL APPLICABLE PROVISIONS OF (I) ANY EXISTING CONTRACT  OR  CONTRACTS
WITH  LABOR  UNIONS  AND  (II)  ALL EXISTING PENSION OR OTHER RETIREMENT
PLANS. NOTWITHSTANDING THE PROVISIONS OF ANY GENERAL, SPECIAL  OR  LOCAL
LAW, THE BOARD MAY DETERMINE THAT SUCH CLASS OF EMPLOYEES OF THE AUTHOR-
ITY MAY ELECT TO BECOME MEMBERS OF THE NEW YORK STATE EMPLOYEES' RETIRE-
MENT SYSTEM ON THE BASIS OF COMPENSATION PAYABLE TO THEM BY THE AUTHORI-
TY.
  7.  (A)  THE AUTHORITY SHALL BE SUBJECT IN ALL RESPECTS TO THE GENERAL
SUPERVISION AND JURISDICTION OF THE PUBLIC  SERVICE  COMMISSION  IN  THE
SAME  MANNER AS A MUNICIPAL ELECTRIC UTILITY IS SUBJECT TO THE JURISDIC-
TION OF THE PUBLIC SERVICE COMMISSION UNDER THE PUBLIC SERVICE LAW.
  (B) THE AUTHORITY SHALL NOT MAKE ANY COMMITMENT, ENTER INTO ANY AGREE-
MENT NOR INCUR ANY INDEBTEDNESS UNLESS PRIOR APPROVAL HAS BEEN  RECEIVED
FROM  THE  NEW  YORK  STATE PUBLIC AUTHORITIES CONTROL BOARD PURSUANT TO
ARTICLE ONE-A OF THIS CHAPTER.
  (C) IN ADDITION TO ALL OF THE POWERS OF THE PUBLIC SERVICE COMMISSION,
PRIOR TO ACQUIRING ANY PROPERTY AND COMMENCING OPERATIONS, THE AUTHORITY
SHALL SECURE AN ORDER FROM THE COMMISSION AUTHORIZING  SUCH  ACQUISITION
AND  COMMENCEMENT.  THE  COMMISSION  SHALL  HAVE  THE  POWER TO DENY THE
AUTHORITY'S APPLICATION TO ACQUIRE PROPERTY AND COMMENCE OPERATIONS. THE
AUTHORITY SHALL COMPLY WITH ANY AND ALL REQUESTS FOR DOCUMENTS,  MATERI-
ALS,  AND  TESTIMONY  THAT THE COMMISSION MAY SEEK. THE COMMISSION SHALL
CONSIDER, INCLUDING BUT NOT LIMITED TO,  THE  FOLLOWING  FACTORS  BEFORE
ISSUING  AN ORDER:  RATEPAYER IMPACTS; SYSTEM RELIABILITY; ENVIRONMENTAL
IMPACTS, CONSERVATION OF ENERGY RESOURCES; PRESERVATION OR  CREATION  OF
ECONOMIC OPPORTUNITIES; POWER EFFICIENCY AND AVAILABILITY; PUBLIC HEALTH

S. 2813--C                          5

AND  WELFARE;  AND  ANY  OTHER  FACTOR  IT DEEMS RELEVANT. THE AUTHORITY
GRANTED PURSUANT TO THIS PARAGRAPH SHALL TERMINATE UPON COMMENCEMENT  OF
DISTRIBUTION OF POWER.
  8.  THE  AUTHORITY  AND  ITS  CORPORATE EXISTENCE SHALL CONTINUE UNTIL
TERMINATED BY LAW, PROVIDED, HOWEVER, THAT NO SUCH LAW SHALL TAKE EFFECT
SO LONG AS THE  AUTHORITY  SHALL  HAVE  SECURITIES  OUTSTANDING,  UNLESS
ADEQUATE PROVISION HAS BEEN MADE FOR THE PAYMENT THEREOF.
  9.  IN THE EVENT THAT THE AUTHORITY DOES NOT COMMENCE DELIVERING ELEC-
TRIC POWER WITHIN TEN YEARS OF THE EFFECTIVE DATE  OF  THIS  TITLE,  THE
AUTHORITY SHALL CEASE TO EXIST AND THE PROVISIONS OF THIS TITLE SHALL BE
OF NO FURTHER FORCE AND EFFECT, SUBJECT TO THE TERMS OF ANY BONDS, NOTES
OR OTHER DEBT OBLIGATIONS THEN OUTSTANDING.
  S  1021-C.  NORTH  COUNTRY  POWER AUTHORITY SERVICE AREA; EXTENSION OF
SERVICE AREA. 1.  THE SERVICE AREA OF THE NORTH COUNTRY POWER  AUTHORITY
SHALL  INCLUDE ALL THE TERRITORY LOCATED WITHIN SO MUCH OF THE COUNTY OF
FRANKLIN AS CONSTITUTES THE TOWNS OF BOMBAY, FORT COVINGTON,  MOIRA  AND
WESTVILLE, AND SO MUCH OF THE COUNTY OF ST.  LAWRENCE AS CONSTITUTES THE
TOWNS  OF  BRASHER, CANTON, COLTON, DEKALB, EDWARDS, FOWLER, GOUVERNEUR,
HERMON,  LISBON,  LOUISVILLE,  MADRID,  NORFOLK,  PIERREPONT,   POTSDAM,
RUSSELL,  STOCKHOLM, AND WADDINGTON AND THE VILLAGES OF CANTON, NORWOOD,
AND POTSDAM OR SUCH PORTIONS THEREOF  AS  SHALL  BE  DETERMINED  BY  THE
DIRECTORS, BUT THE SERVICE AREA SHALL EXCLUDE THE PORTIONS OF SAID MUNI-
CIPALITIES IN FRANKLIN AND ST.  LAWRENCE COUNTIES WHICH ARE SERVED AS OF
THE  EFFECTIVE DATE OF THIS TITLE BY ANOTHER EXISTING NON-PROFIT MUNICI-
PAL ELECTRIC UTILITY. THE  SERVICE  AREA  OF  THE  NORTH  COUNTRY  POWER
AUTHORITY  SHALL  INCLUDE SUCH OTHER TERRITORIES, AS SHALL BE DETERMINED
BY THE DIRECTORS, WHOLLY WITHIN FRANKLIN OR ST.   LAWRENCE  COUNTY,  AND
ADJACENT TO ONE OR MORE OF THE ABOVE-REFERENCED MUNICIPALITIES, IN WHICH
RATE PAYERS RELY ON UNINTERRUPTED ELECTRIC SERVICE FROM POWER FACILITIES
OF  THE  AUTHORITY  LOCATED  WITHIN  SAID  MUNICIPALITIES.  A MAP OF THE
SERVICE AREA SHALL BE FILED IN THE  OFFICES  OF  THE  COUNTY  CLERKS  OF
FRANKLIN AND ST. LAWRENCE COUNTIES.
  2.  THE  SERVICE  AREA  OF  THE  NORTH  COUNTRY POWER AUTHORITY MAY BE
EXTENDED AT ANY TIME TO INCLUDE ADDITIONAL TERRITORY WITHIN FRANKLIN  OR
ST.  LAWRENCE COUNTIES BY THE DIRECTORS IN ACCORDANCE WITH THE FOLLOWING
PROCEDURE, PROVIDED HOWEVER, THE PROCEDURE DOES NOT  CONFLICT  WITH  ANY
RULE  OR  REGULATION  OF THE PUBLIC SERVICE COMMISSION OR ANY OTHER LAW.
WHENEVER THE DIRECTORS DETERMINE THAT THE TERRITORY INCLUDED WITHIN  THE
SERVICE  AREA SHOULD BE EXTENDED, CONSISTENT WITH THE PROVISIONS OF THIS
TITLE, THE DIRECTORS SHALL ADOPT A RESOLUTION PROPOSING  THE  ADDITIONAL
TERRITORY,  WHOLLY  WITHIN  FRANKLIN  OR  ST.  LAWRENCE  COUNTY,  TO  BE
INCLUDED, WHICH MAY BE ALL THE TERRITORY WITHIN ONE OR MORE NAMED  MUNI-
CIPALITIES  OR,  BY  ADEQUATE DESCRIPTION, A PORTION OF ANY SUCH MUNICI-
PALITY OR MUNICIPALITIES. THE DIRECTORS SHALL FIX THE DATES,  HOURS  AND
PLACES FOR THREE PUBLIC HEARINGS BEFORE SUCH DIRECTORS UPON THE QUESTION
OF  SUCH EXTENSION AND CAUSE NOTICE THEREOF AND OF THE ADDITIONAL TERRI-
TORY TO BE INCLUDED WITHIN THE SERVICE AREA TO BE PUBLISHED IN TWO NEWS-
PAPERS OF GENERAL CIRCULATION IN THE COUNTY NOT  LESS  THAN  TWENTY  NOR
MORE  THAN  THIRTY  DAYS  BEFORE SUCH DATE. AT LEAST ONE OF SUCH HEARING
SHALL BE HELD WITHIN THE BOUNDS OF THE PROPOSED ADDITIONAL TERRITORY. AT
SUCH TIME THE DIRECTORS SHALL HEAR ALL PERSONS, TAXPAYERS  OR  OFFICIALS
WHO  MAY  WISH  TO  BE  HEARD AND SHALL FINALLY DETERMINE THE ADDITIONAL
TERRITORY, IF ANY, TO BE INCLUDED IN SUCH EXTENSION. SUCH  DETERMINATION
SHALL  BE  MADE  BY  RESOLUTION OF THE DIRECTORS ADOPTED BY A TWO-THIRDS
VOTE OF ALL DIRECTORS THEN IN OFFICE. A MAP  OF  THE  SERVICE  AREA,  AS

S. 2813--C                          6

EXTENDED,  SHALL  THEREUPON BE FILED IN THE OFFICES OF THE COUNTY CLERKS
OF FRANKLIN AND ST. LAWRENCE COUNTIES.
  S  1021-D. POWERS AND DUTIES OF THE AUTHORITY. THE POWERS CONFERRED BY
THIS TITLE SHALL BE EXERCISED BY THE DIRECTORS, SUBJECT TO THE TERMS  OF
THIS  TITLE. IN THE EXERCISE OF THOSE POWERS, EITHER DIRECTLY OR THROUGH
ITS OFFICERS AND EMPLOYEES, THE DIRECTORS MAY DO THE  FOLLOWING  THINGS,
AMONG  OTHERS,  AND  THE  FOLLOWING  LIST  OF POWERS SHALL NOT BE DEEMED
COMPLETE OR EXCLUSIVE, OR TO DENY THE EXISTENCE OF OTHER POWERS, WHETHER
SIMILAR OR DIFFERENT, SO LONG  AS  THEY  ARE  REASONABLY  NECESSARY  FOR
ACCOMPLISHING THE PURPOSES DECLARED AND INDICATED IN THIS TITLE:
  1.  TO  MAKE  AND  ALTER BY-LAWS FOR THE REGULATION OF ITS AFFAIRS AND
CONDUCT OF ITS ACTIVITIES, TO SCHEDULE ANNUAL, REGULAR AND SPECIAL MEET-
INGS OF THE DIRECTORS, AS THE CONDUCT OF THE BUSINESS OF  THE  AUTHORITY
MAY WARRANT, AND TO ADOPT AND AMEND AN OFFICIAL SEAL;
  2.  TO  DEVELOP,  ACQUIRE,  CONSTRUCT,  RECONSTRUCT,  REHABILITATE AND
IMPROVE FACILITIES  FOR  THE  DISTRIBUTION  OF  ELECTRIC  POWER  OR  ANY
CONNECTED SERVICE;
  3.  TO  DETERMINE  THE  LOCATION,  TYPE,  SIZE,  CONSTRUCTION,  LEASE,
PURCHASE, OWNERSHIP, ACQUISITION, USE AND OPERATION OF ANY FACILITIES OR
OTHER STRUCTURE OR PROPERTY, WITHIN OR WITHOUT THE SERVICE AREA;
  4. TO INVESTIGATE, IMPLEMENT AND  INTEGRATE,  TO  THE  FULLEST  EXTENT
PRACTICABLE  AND  ECONOMICALLY  FEASIBLE, SUCH RESOURCE CONSERVATION AND
ENERGY EFFICIENCY MEASURES AND EQUIPMENT INTENDED TO REDUCE POWER DEMAND
AND USAGE, UTILIZE GREEN TECHNOLOGIES, ALTERNATIVE AND RENEWABLE  FUELS,
NET  METERING  AND DEMAND RESPONSE PROGRAMS, ALL AS INTEGRAL ELEMENTS IN
ITS INVESTMENTS IN NEW EQUIPMENT FOR DISTRIBUTION OF POWER, AND  IN  ITS
MARKETING AND SALE OF ELECTRICITY TO CONSUMERS;
  5.  TO  ACQUIRE ON BEHALF OF AND IN THE NAME OF THE AUTHORITY, WHETHER
BY AGREEMENT WITH AND PURCHASE FROM THE OWNER OR  OWNERS,  OR  BY  ARBI-
TRATION,  OR  WITHIN THE SERVICE AREA BY EMINENT DOMAIN, PURSUANT TO THE
PROCEDURES SET FORTH IN THE EMINENT DOMAIN PROCEDURE LAW, OR  BY  LEASE,
THE WHOLE OR ANY PART OF ANY EXISTING FACILITIES OR OF ANY OTHER PROPER-
TY  TO BE USED IN CONNECTION WITH POWER DISTRIBUTION BY THE AUTHORITY AS
SET OUT IN THIS TITLE; PROVIDED, HOWEVER, THAT THE AUTHORITY  SHALL  NOT
ACQUIRE  REAL  PROPERTY  OF A MUNICIPALITY OR A POLITICAL SUBDIVISION OF
THE STATE  UNLESS  SUCH  MUNICIPALITY  OR  POLITICAL  SUBDIVISION  SHALL
CONSENT  THERETO;  AND  PROVIDED  FURTHER  THAT  THE AUTHORITY SHALL NOT
ACQUIRE BY THE EXERCISE OF EMINENT DOMAIN ANY TRANSMISSION OR GENERATION
FACILITIES; AND PROVIDED FURTHER THAT THE AUTHORITY SHALL NOT ACQUIRE BY
THE EXERCISE OF EMINENT DOMAIN ANY FACILITIES FOR DISTRIBUTION OPERATING
AT A VOLTAGE IN EXCESS OF TWENTY-TWO THOUSAND  VOLTS  FROM  ANY  PERSON,
CORPORATION  OR  ASSOCIATION, PUBLIC OR PRIVATE, ENGAGED IN THE BUSINESS
OF DISTRIBUTION AND SALE OF ELECTRICITY TO ULTIMATE CUSTOMERS UNLESS THE
AUTHORITY IS UNABLE TO ACQUIRE BY CONTRACT WITH THE OWNERS OR  OPERATORS
THEREOF,  THE  RIGHT  TO  USE  SUCH  FACILITIES  ON JUST, REASONABLE AND
NON-DISCRIMINATORY TERMS. IN  THE  EXERCISE  OF  THE  POWER  OF  EMINENT
DOMAIN,  AS  PROVIDED  IN  THIS SUBDIVISION, THE PROPERTY BEING ACQUIRED
SHALL BE DEEMED, WHEN SO DETERMINED BY THE AUTHORITY, TO BE FOR A PUBLIC
USE;
  6. TO DISTRIBUTE ELECTRIC POWER AND ANY CONNECTED SERVICES WITHIN  THE
SERVICE  AREA,  TO FIX RATES AND CHARGES FOR THE FURNISHING OR RENDITION
OF ELECTRIC POWER OR OF ANY CONNECTED SERVICE, AND TO COLLECT  REVENUES.
PROVIDED  HOWEVER, THAT PRIOR TO THE FIRST SALE OF ELECTRIC POWER OR ANY
CONNECTED SERVICE, THE AUTHORITY SHALL PROMULGATE  REGULATIONS  GRANTING
TO  CUSTOMERS  THE  PROTECTIONS  AFFORDED  BY  ARTICLE TWO OF THE PUBLIC

S. 2813--C                          7

SERVICE LAW AND SECTION ONE HUNDRED THIRTY-ONE-S OF THE SOCIAL  SERVICES
LAW;
  7.  TO MAINTAIN, OPERATE AND MANAGE, AND CONTRACT FOR THE MAINTENANCE,
OPERATION AND MANAGEMENT OF PROPERTIES OF THE AUTHORITY;
  8. TO APPLY TO THE APPROPRIATE AGENCIES AND OFFICIALS OF THE  FEDERAL,
STATE  AND LOCAL GOVERNMENTS FOR SUCH LICENSES, PERMITS OR APPROVALS FOR
ITS PLANS AND PROJECTS AS IT MAY DEEM NECESSARY OR ADVISABLE,  AND  UPON
SUCH  TERMS  AND CONDITIONS AS IT MAY DEEM APPROPRIATE TO ACCEPT, IN ITS
DISCRETION, SUCH LICENSES, PERMITS OR APPROVALS AS MAY BE TENDERED TO IT
BY SUCH AGENCIES AND OFFICIALS;
  9. TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE JUDGMENT  OF
THE  AUTHORITY  SHALL  BE  NECESSARY  FOR THE PURPOSE OF MAKING SURVEYS,
SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOMPLISH ANY PURPOSE AUTHORIZED
BY THIS TITLE, THE AUTHORITY BEING LIABLE ONLY FOR ACTUAL DAMAGES DONE;
  10. TO ENTER INTO COOPERATIVE AGREEMENTS WITH OTHER AUTHORITIES, MUNI-
CIPALITIES, UTILITY COMPANIES, INDIVIDUALS, FIRMS OR  CORPORATIONS,  AND
THE DOMINION OF CANADA AND ITS POLITICAL SUBDIVISIONS, FOR THE INTERCON-
NECTION  OF FACILITIES AND THE EXCHANGE OR INTERCHANGE OF ELECTRIC POWER
OR CONNECTED SERVICES, UPON SUCH TERMS AND CONDITIONS AS SHALL BE DETER-
MINED TO BE REASONABLE;
  11. TO EXECUTE CONTRACTS, BORROW MONEY, ISSUE BONDS, NOTES  AND  OTHER
OBLIGATIONS  AS  PROVIDED  IN  SECTION ONE THOUSAND TWENTY-ONE-I OF THIS
TITLE, AND SELL THE SAME IN SUCH AMOUNTS AND AT  SUCH  PRICES,  INTEREST
RATES AND OTHER FINANCIAL TERMS AS MAY BE DETERMINED BY THE DIRECTORS;
  12. TO ENTER INTO AGREEMENTS TO PURCHASE POWER FROM THE POWER AUTHORI-
TY  OF  THE  STATE OF NEW YORK, THE STATE, ANY STATE AGENCY, ANY MUNICI-
PALITY, ANY PRIVATE ENTITY OR ANY OTHER AVAILABLE SOURCE AT  SUCH  PRICE
OR  PRICES  AS  MAY BE NEGOTIATED, INCLUDING THE POWER TO ENTER INTO ANY
AGREEMENT OR ANY NEGOTIATION FOR THE PURCHASE OF POWER FROM THE DOMINION
OF CANADA, OR ANY POLITICAL SUBDIVISION,  PUBLIC  AUTHORITY  OR  PRIVATE
CORPORATION THEREIN;
  13.  TO  MAKE  ANY  PLANS, STUDIES OR INVESTIGATIONS WHICH IT MAY DEEM
NECESSARY, CONVENIENT OR DESIRABLE TO ENABLE IT EFFECTUALLY TO CARRY OUT
THE PROVISIONS OF THIS TITLE;
  14. TO DO WHATEVER MAY BE NECESSARY TO GIVE EFFECT TO THE PURPOSES  OF
THIS  TITLE, AND IN GENERAL TO HAVE AND EXERCISE ALL OTHER POWERS NECES-
SARY OR INCIDENTAL TO THE PURPOSES OF THIS TITLE.
  S 1021-E. DEPOSIT AND INVESTMENT OF MONEYS OF THE  AUTHORITY.  1.  ALL
MONEYS  OF THE AUTHORITY, FROM WHATEVER SOURCE DERIVED, EXCEPT AS OTHER-
WISE AUTHORIZED OR PROVIDED IN THIS TITLE, SHALL UPON RECEIPT BE  DEPOS-
ITED  FORTHWITH  IN  A  BANK OR BANKS DESIGNATED BY THE DIRECTORS, TO BE
SELECTED IN ACCORDANCE WITH SUCH STANDARDS AS THE  DIRECTORS  SHALL  SET
FORTH  IN  THE  BY-LAWS OR INVESTMENT GUIDELINES OF THE AUTHORITY, WHICH
STANDARDS SHALL TAKE INTO ACCOUNT THE CREDITWORTHINESS AND CAPITAL POSI-
TION OF THE DEPOSITARY BANK OR BANKS. THE MONEYS IN SUCH ACCOUNTS MAY BE
INVESTED IN OBLIGATIONS OF THE STATE OR THE UNITED STATES, OR GUARANTEED
BY EITHER IN ACCORDANCE WITH PRACTICES  THAT  THE  DIRECTORS  SHALL  SET
FORTH  IN  THE  BY-LAWS  OR  INVESTMENT GUIDELINES OF THE AUTHORITY. THE
MONEYS IN SUCH ACCOUNTS SHALL BE WITHDRAWN ON THE ORDER OF  SUCH  PERSON
OR  PERSONS  AS  THE  DIRECTORS  SHALL  AUTHORIZE  IN THE BY-LAWS OF THE
AUTHORITY AND SHALL BE APPLIED TO THE USE OF THE AUTHORITY AS THE DIREC-
TORS SHALL AUTHORIZE IN THE BY-LAWS OF THE AUTHORITY.  ALL  DEPOSITS  OF
SUCH  MONEYS  SHALL  BE  SECURED  IN ACCORDANCE WITH SECTION TWENTY-NINE
HUNDRED TWENTY-FIVE OF THIS  CHAPTER.  THE  STATE  COMPTROLLER  AND  HIS
LEGALLY  AUTHORIZED  REPRESENTATIVES  ARE  AUTHORIZED AND EMPOWERED FROM
TIME TO TIME TO EXAMINE THE ACCOUNTS AND BOOKS OF THE AUTHORITY, INCLUD-

S. 2813--C                          8

ING ITS  RECEIPTS,  DISBURSEMENTS,  CONTRACTS,  LEASES,  SINKING  FUNDS,
INVESTMENTS  AND  ANY OTHER RECORDS AND PAPERS RELATING TO ITS FINANCIAL
STANDING; THE AUTHORITY SHALL NOT BE REQUIRED TO PAY A FEE FOR ANY  SUCH
EXAMINATION.
  2.  THE  AUTHORITY SHALL HAVE POWER TO CONTRACT WITH HOLDERS OF ANY OF
ITS BONDS OR NOTES OR OTHER OBLIGATIONS, OR ANY TRUSTEE THEREFOR, AS  TO
THE  CUSTODY, COLLECTION, SECURING, INVESTMENT AND PAYMENT OF ANY MONEYS
OF THE AUTHORITY AND OF ANY MONEYS HELD IN TRUST OR  OTHERWISE  FOR  THE
PAYMENT  OF  BONDS  OR  NOTES OR OTHER OBLIGATIONS, AND TO CARRY OUT ANY
SUCH CONTRACT. MONEYS HELD IN TRUST OR  OTHERWISE  FOR  THE  PAYMENT  OF
BONDS  OR  NOTES  OR  OTHER OBLIGATIONS OR IN ANY WAY TO SECURE BONDS OR
NOTES OR OBLIGATIONS AND DEPOSITS OF SUCH MONEYS  SHALL  BE  SECURED  IN
FULL  IN  DIRECT  OBLIGATIONS  OF  THE FEDERAL GOVERNMENT THE PAYMENT OF
WHICH IS GUARANTEED BY THE UNITED STATES OF  AMERICA.  SUCH  INVESTMENTS
SHALL  BE  HELD  ON DEPOSIT ONLY IN BANKS HAVING A MINIMUM CREDIT RATING
AND A MINIMUM ACCUMULATED CAPITAL, AS THE DIRECTORS SHALL SPECIFY IN THE
BY-LAWS OR INVESTMENT GUIDELINES OF THE AUTHORITY.
  3. SUBJECT TO AGREEMENTS WITH NOTEHOLDERS AND BONDHOLDERS OR ANY TRUS-
TEE THEREFOR, THE AUTHORITY SHALL PRESCRIBE A UNIFORM SYSTEM OF ACCOUNTS
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
  4. THE DIRECTORS SHALL ADOPT INVESTMENT GUIDELINES  AND  STANDARDS  TO
IMPLEMENT THE FOREGOING PROVISIONS OF THIS SECTION, WHICH GUIDELINES AND
STANDARDS  SHALL BE REVIEWED ANNUALLY BY THE DIRECTORS AND SHALL BE MADE
AVAILABLE TO STATE AND MUNICIPAL OFFICIALS AND TO THE PUBLIC.
  S 1021-F. CONFLICTS OF INTEREST.  ELIGIBILITY  FOR  APPOINTMENT  AS  A
DIRECTOR,  OFFICER  OR EMPLOYEE OF THE AUTHORITY SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION TWENTY-EIGHT HUNDRED TWENTY-FIVE OF THIS  CHAPTER.
IN ADDITION TO THE REQUIREMENTS OF SUCH SECTION:
  1. IF ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY SHALL HAVE AN
INTEREST,  EITHER  DIRECT  OR  INDIRECT,  IN  ANY  CONTRACT TO WHICH THE
AUTHORITY IS OR IS TO BE A PARTY, SUCH INTEREST SHALL  BE  DISCLOSED  TO
THE  AUTHORITY  IN  WRITING AND SHALL BE SET FORTH IN THE MINUTES OF THE
AUTHORITY. THE DIRECTOR, OFFICER OR EMPLOYEE HAVING SUCH INTEREST  SHALL
NOT  PARTICIPATE  IN  ANY  ACTION  BY THE AUTHORITY WITH RESPECT TO SUCH
CONTRACT.
  2. NO DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY SHALL  BE  DEEMED
TO  HAVE  SUCH  AN  INTEREST  SOLELY  BY  REASON OF THE OWNERSHIP OF TWO
PERCENT OR LESS OF THE SECURITIES OF A CORPORATION WHICH IS OR IS TO  BE
A  PARTY  TO A CONTRACT WITH THE AUTHORITY, INCLUDING WITHOUT LIMITATION
THE HOLDING COMPANY OF ANY BANKING INSTITUTION IN WHICH THE FUNDS OF THE
AUTHORITY ARE, OR ARE TO BE DEPOSITED, OR WHICH IS OR IS TO BE ACTING AS
TRUSTEE OR PAYING AGENT UNDER ANY BOND OR NOTE RESOLUTION, TRUST  INDEN-
TURE OR SIMILAR INSTRUMENT TO WHICH THE AUTHORITY IS A PARTY.
  3.  NOTHING  IN THIS SECTION SHALL BE DEEMED OR CONSTRUED TO LIMIT THE
RIGHT OF ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE AUTHORITY  TO  ACQUIRE
AN INTEREST IN THE SECURITIES OF THE AUTHORITY.
  S 1021-G. SALE OF SURPLUS POWER. WHENEVER ANY ELECTRIC POWER WHICH THE
AUTHORITY  MAY  ACQUIRE  CREATES  A  SURPLUS OVER THE AMOUNT OF ELECTRIC
POWER REQUIRED BY THE RESIDENTS OF THE SERVICE AREA, THE  AUTHORITY  MAY
SELL  SUCH  SURPLUS IN TERRITORY OUTSIDE THE SERVICE AREA TO PERSONS, OR
PUBLIC OR PRIVATE CORPORATIONS. IN ACQUIRING ANY  FACILITY  OR  PROPERTY
WHICH  ALSO  SERVES  ANY  MUNICIPALITY  OR TERRITORY OUTSIDE THE SERVICE
AREA, THE AUTHORITY, IF IT DEEMS IT ADVANTAGEOUS AND  ECONOMICAL  SO  TO
DO,  MAY, WITH THE CONSENT OF THE DIRECTORS, SERVE ANY SUCH MUNICIPALITY
OR TERRITORY OR SELL ELECTRIC POWER TO PERSONS,  OR  PUBLIC  OR  PRIVATE
CORPORATIONS IN SUCH TERRITORY OR TO SUCH MUNICIPALITY.

S. 2813--C                          9

  S  1021-H.  AUDIT AND ANNUAL REPORTS. 1. THE ACCOUNTS OF THE AUTHORITY
SHALL BE SUBJECT TO THE SUPERVISION OF THE  COMPTROLLER  AND  AN  ANNUAL
AUDIT  SHALL  BE PERFORMED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
SELECTED BY THE DIRECTORS AND SHALL BE MADE  AVAILABLE  TO  THE  MUNICI-
PALITIES SERVED BY THE NCPA AND TO THE PUBLIC.
  2. THE AUTHORITY SHALL SUBMIT A DETAILED ANNUAL REPORT PURSUANT TO AND
AS SPECIFIED IN SECTION TWENTY-EIGHT HUNDRED OF THIS CHAPTER, AND A COPY
OF SUCH REPORT SHALL BE FILED WITH THE COUNTY EXECUTIVES OF THE COUNTIES
OF FRANKLIN AND ST. LAWRENCE, AND WITH THE MAYORS AND SUPERVISORS OF THE
MUNICIPALITIES  WITHIN  THE  SERVICE AREA AND SHALL BE MADE AVAILABLE TO
THE MUNICIPALITIES SERVED BY THE NCPA AND TO THE PUBLIC. NOTHING IN THIS
SECTION SHALL BE DEEMED TO EXEMPT THE AUTHORITY FROM ANY RULE  OR  REGU-
LATION, INCLUDING PUBLIC AUTHORITIES LAW.
  S  1021-I. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY. 1. THE
AUTHORITY SHALL HAVE POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO
ISSUE ITS BONDS, NOTES OR OTHER OBLIGATIONS, IN AN AGGREGATE AMOUNT  NOT
TO  EXCEED  ONE  HUNDRED TWENTY-FIVE MILLION DOLLARS, FOR THE PURPOSE OF
FINANCING ANY CAPITAL PROJECT AUTHORIZED BY THIS  TITLE,  INCLUDING  BUT
NOT  LIMITED  TO,  THE  ACQUISITION  OF ANY REAL OR PERSONAL PROPERTY OR
FACILITIES DEEMED NECESSARY BY THE AUTHORITY,  DEVELOPMENT  AND  PROFES-
SIONAL  EXPENSES,  AND FUNDING ANY CAPITAL OR OTHER RESERVE FUNDS ESTAB-
LISHED IN CONNECTION WITH THE AUTHORITY'S OPERATIONS  OR  ISSUANCES,  IN
SUCH  PRINCIPAL  AMOUNT  AS  THE  DIRECTORS SHALL DETERMINE NECESSARY TO
PERFORM ITS CORPORATE DUTIES AND FURTHER ITS PURPOSES AS  AUTHORIZED  IN
THIS TITLE. THE MAXIMUM MATURITY OF ANY SUCH BOND SHALL NOT EXCEED THIR-
TY  YEARS  FROM  ITS  DATE OF ISSUANCE. THE MAXIMUM MATURITY OF ANY SUCH
NOTE OR OTHER OBLIGATION SHALL NOT EXCEED FIVE YEARS FROM  ITS  DATE  OF
ISSUANCE.
  2. EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED BY THE AUTHORITY, THE
ISSUANCE  OF  BONDS,  NOTES OR OTHER OBLIGATIONS, SHALL BE GENERAL OBLI-
GATIONS OF THE AUTHORITY PAYABLE OUT OF ANY MONEYS OR  REVENUES  OF  THE
AUTHORITY, SUBJECT ONLY TO ANY AGREEMENTS WITH THE HOLDERS OF PARTICULAR
BONDS,  NOTES  OR  OTHER  OBLIGATIONS  PLEDGING ANY PARTICULAR MONEYS OR
REVENUES.
  3. THE AUTHORITY SHALL HAVE POWER FROM TIME TO TIME, WHENEVER IT DEEMS
REFUNDING EXPEDIENT, TO REFUND ANY BONDS, NOTES OR OTHER OBLIGATIONS  BY
THE ISSUANCE OF NEW BONDS, NOTES OR OTHER OBLIGATIONS, UP TO ONE HUNDRED
TWENTY-FIVE  MILLION  DOLLARS IN THE AGGREGATE, WHETHER THE BONDS, NOTES
OR OTHER OBLIGATIONS TO BE REFUNDED HAVE OR HAVE NOT  MATURED,  AND  MAY
ISSUE BONDS, NOTES OR OTHER OBLIGATIONS PARTLY TO REFUND BONDS, NOTES OR
OTHER  OBLIGATIONS  THEN  OUTSTANDING  AND  PARTLY FOR ANY OTHER PURPOSE
DESCRIBED IN THIS SECTION. REFUNDING BONDS, NOTES OR  OTHER  OBLIGATIONS
MAY  BE  EXCHANGED  FOR  THE  BONDS,  NOTES  OR  OTHER OBLIGATIONS TO BE
REFUNDED, WITH SUCH CASH ADJUSTMENTS AS MAY BE AGREED, OR  MAY  BE  SOLD
WITH  THE PROCEEDS APPLIED TO THE PURCHASE OR PAYMENT OF THE BONDS TO BE
REFUNDED.
  4. BONDS MAY BE ISSUED EITHER IN A SERIES WITH MULTIPLE DISCRETE MATU-
RITY DATES OR AS TERM BONDS WITH A  SINGLE  MATURITY  DATE.  THE  BONDS,
NOTES  OR  OTHER  OBLIGATIONS  SHALL  BE AUTHORIZED BY RESOLUTION OF THE
DIRECTORS AND SHALL BEAR SUCH DATE OR DATES,  MATURE  AT  SUCH  TIME  OR
TIMES, BEAR INTEREST AT SUCH RATE OR RATES, PAYABLE ANNUALLY OR SEMI-AN-
NUALLY,  BE IN SUCH DENOMINATIONS, BE IN SUCH FORM, CARRY SUCH REGISTRA-
TION PRIVILEGES, BE EXECUTED IN SUCH MANNER, BE PAYABLE IN LAWFUL  MONEY
OF  THE UNITED STATES OF AMERICA AT SUCH PLACE OR PLACES, AND BE SUBJECT
TO SUCH TERMS OF REDEMPTION,  AS  SUCH  RESOLUTION  OR  RESOLUTIONS  MAY
PROVIDE.  IN  THE  EVENT THAT TERM BONDS, NOTES OR OTHER OBLIGATIONS ARE

S. 2813--C                         10

ISSUED, THE RESOLUTION AUTHORIZING THE SAME MAY MAKE SUCH PROVISIONS FOR
THE ESTABLISHMENT AND MANAGEMENT  OF  ADEQUATE  SINKING  FUNDS  FOR  THE
PAYMENT THEREOF, AS THE AUTHORITY MAY DEEM NECESSARY.
  5.  THE BONDS, NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY MAY BE SOLD
AT PUBLIC OR PRIVATE SALE FOR SUCH PRICE  OR  PRICES  AS  THE  AUTHORITY
SHALL  DETERMINE.  FOR  A  PRIVATE SALE OF ITS SECURITIES, THE AUTHORITY
SHALL OBTAIN THE WRITTEN APPROVAL OF THE TERMS OF  SUCH  SALE  FROM  THE
COMPTROLLER  IF  SUCH  SALE IS TO A PARTY OTHER THAN THE COMPTROLLER, OR
FROM THE DIRECTOR OF THE BUDGET WHERE SUCH SALE IS TO  THE  COMPTROLLER,
IN EITHER CASE PRIOR TO CLOSING THE ISSUANCE TRANSACTION.
  6.  ANY  RESOLUTION  AUTHORIZING ANY ISSUANCE OF BONDS, NOTES OR OTHER
OBLIGATIONS MAY CONTAIN  PROVISIONS,  WHICH  SHALL  BE  A  PART  OF  THE
CONTRACT BETWEEN THE AUTHORITY AND THE HOLDERS OF THE ISSUED SECURITIES,
AS TO:
  (A)  PLEDGING  ALL OR ANY PART OF THE REVENUES OF THE AUTHORITY OR ITS
PROJECTS OR ANY REVENUE PRODUCING CONTRACT  OR  CONTRACTS  MADE  BY  THE
AUTHORITY  WITH  ANY INDIVIDUAL, PARTNERSHIP, LIMITED LIABILITY COMPANY,
CORPORATION OR ASSOCIATION TO SECURE THE PAYMENT OF THE BONDS, NOTES  OR
OTHER OBLIGATIONS, SUBJECT TO SUCH AGREEMENTS WITH HOLDERS OF SECURITIES
OF THE AUTHORITY;
  (B)  PLEDGING,  ASSIGNING  OR  CREATING  A  LIEN ON ALL OR ANY PART OF
ASSETS OF THE AUTHORITY, INCLUDING MORTGAGES  AND  OBLIGATIONS  SECURITY
MORTGAGES,  TO  SECURE  THE PAYMENT OF THE BONDS, SUBJECT TO SUCH AGREE-
MENTS WITH HOLDERS OF SECURITIES OF THE AUTHORITY;
  (C) THE SETTING ASIDE OF RESERVES OR SINKING FUNDS, AND THE REGULATION
AND DISPOSITION THEREOF;
  (D) ESTABLISHMENT OF SPECIAL FUNDS FOR DEPOSIT OF MONEYS RECEIVED FROM
THE PROCEEDS OF THE ISSUANCE OF SECURITIES AS THE DIRECTORS SHALL DETER-
MINE, CONSISTENT WITH THE AUTHORIZING RESOLUTION AND THE  PROVISIONS  OF
THIS TITLE;
  (E)  LIMITATIONS  ON  THE PURPOSE TO WHICH THE PROCEEDS OF SALE OF ANY
ISSUANCE OF BONDS, NOTES OR OTHER OBLIGATIONS THEN OR THEREAFTER  TO  BE
ISSUED  MAY  BE APPLIED AND PLEDGING SUCH PROCEEDS TO SECURE THE PAYMENT
OF THE BONDS, NOTES OR OTHER OBLIGATIONS;
  (F) LIMITATIONS OF THE ISSUANCE OF ADDITIONAL BONDS,  NOTES  OR  OTHER
OBLIGATIONS; THE TERMS UPON WHICH ADDITIONAL BONDS, NOTES OR OTHER OBLI-
GATIONS  MAY  BE  ISSUED  AND  SECURED; AND THE REFUNDING OF OUTSTANDING
BONDS, NOTES OR OTHER OBLIGATIONS;
  (G) THE PROCEDURE, IF ANY, BY WHICH THE TERMS  OF  ANY  CONTRACT  WITH
BONDHOLDERS MAY BE AMENDED OR ABROGATED, THE AMOUNT OF BONDS THE HOLDERS
OF  WHICH MUST CONSENT THERETO, AND THE MANNER IN WHICH SUCH CONSENT MAY
BE GIVEN;
  (H) PROVIDING FOR THE APPOINTMENT AND POWERS OF A TRUSTEE FOR  HOLDERS
OF  SECURITIES, AND THE RIGHTS, POWERS AND DUTIES OF SUCH TRUSTEE AS THE
DIRECTORS MAY DETERMINE;
  (I) LIMITATIONS ON THE AMOUNT OF MONEYS DERIVED FROM A PROJECT  TO  BE
EXPENDED FOR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES OF THE AUTHORI-
TY;
  (J)  DEFINING  THE  ACTS  OR OMISSIONS TO ACT WHICH SHALL CONSTITUTE A
DEFAULT IN THE DUTIES OF THE AUTHORITY TO HOLDERS OF ITS OBLIGATIONS AND
PROVIDING THE RIGHTS AND REMEDIES OF SUCH HOLDERS  IN  THE  EVENT  OF  A
DEFAULT  PROVIDED,  HOWEVER,  THAT SUCH RIGHTS AND REMEDIES SHALL NOT BE
INCONSISTENT WITH THE LAWS OF THE STATE AND THE OTHER PROVISIONS OF THIS
ARTICLE; AND PROVIDED, FURTHER, HOWEVER, THAT NOTHING CONTAINED IN  THIS
ARTICLE  SHALL  BE  DEEMED  TO RESTRICT THE RIGHT OF THE STATE OR OF ANY
MUNICIPALITY TO AMEND, MODIFY OR OTHERWISE ALTER STATUTES,  LOCAL  LAWS,

S. 2813--C                         11

ORDINANCES,  RESOLUTIONS  OR AGREEMENTS IMPOSING OR RELATING TO TAXES OR
FEES OR APPROPRIATIONS RELATING THERETO; AND THERE SHALL NOT BE INCLUDED
IN ANY RESOLUTION OR CONTRACT OR  AGREEMENT  WITH  THE  HOLDERS  OF  THE
BONDS,  NOTES  OR  OTHER  OBLIGATIONS  AUTHORIZED  BY  THIS  ARTICLE ANY
PROVISION WHICH PROVIDES THAT A DEFAULT SHALL OCCUR AS A RESULT  OF  THE
STATE  OR  OF  A  MUNICIPALITY  EXERCISING ITS RIGHT TO AMEND, MODIFY OR
OTHERWISE ALTER LAWS, ORDINANCES, RESOLUTIONS OR AGREEMENTS IMPOSING  OR
RELATING TO TAXES OR FEES OR APPROPRIATIONS RELATING THERETO; AND
  (K)  ANY  OTHER  PROVISIONS  NOT INCONSISTENT WITH THOSE ENUMERATED IN
THIS SUBDIVISION AND NECESSARY TO EFFECT ITS ISSUANCES OF  BONDS,  NOTES
OR OTHER OBLIGATIONS AND THE RIGHTS OF THE HOLDERS OF ITS SECURITIES, OR
OTHERWISE IN FURTHERANCE OF ITS CORPORATE PURPOSES.
  7.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS TITLE, ANY SUCH RESOL-
UTION OR RESOLUTIONS SHALL CONTAIN A COVENANT BY THE AUTHORITY  THAT  IT
WILL AT ALL TIMES MAINTAIN RATES, FEES OR CHARGES SUFFICIENT TO PAY, AND
THAT  ANY  CONTRACTS  ENTERED  INTO  BY  THE  AUTHORITY  FOR THE SALE OR
DISTRIBUTION OF POWER SHALL CONTAIN RATES, FEES OR CHARGES SUFFICIENT TO
PAY THE COSTS OF OPERATION AND MAINTENANCE OF THE PROJECT, THE PRINCIPAL
OF AND INTEREST ON ANY OBLIGATIONS ISSUED PURSUANT TO SUCH RESOLUTION AS
THE SAME SEVERALLY BECOME DUE AND PAYABLE,  AND  TO  MAINTAIN  ANY  DEBT
SERVICE  COVERAGE  RATIOS AND ANY RESERVES REQUIRED BY THE TERMS OF SUCH
RESOLUTION OR RESOLUTIONS. PROVIDED HOWEVER, THAT THE TOTAL RATES, FEES,
AND CHARGES SHALL NOT EXCEED THE PREVAILING ELECTRIC RATE IN  THE  NORTH
COUNTRY.  THE  PREVAILING  ELECTRIC RATE IN THE NORTH COUNTRY SHALL MEAN
THE AVERAGE OF THE TOTAL RATES, FEES, AND CHARGES PAID BY  CUSTOMERS  OF
NATIONAL GRID AND NEW YORK STATE ELECTRIC AND GAS, OR ANY SUCCESSORS, IN
ST.    LAWRENCE,  FRANKLIN,  AND JEFFERSON COUNTIES. COMPLIANCE WITH THE
PREVAILING ELECTRIC RATES IN THE NORTH COUNTRY SHALL BE LEFT TO THE SOLE
DETERMINATION OF THE PUBLIC SERVICE COMMISSION.
  8. IT IS THE INTENT OF THIS TITLE THAT ANY PLEDGE OF REVENUES OR OTHER
MONEYS OR OF A REVENUE PRODUCING  CONTRACT  OR  CONTRACTS  MADE  BY  THE
AUTHORITY  SHALL  BE  VALID AND BINDING FROM THE TIME WHEN THE PLEDGE IS
MADE; THAT THE REVENUES OR OTHER MONEYS OR PROCEEDS OF ANY  CONTRACT  OR
CONTRACTS  SO  PLEDGED  AND  THEREAFTER  RECEIVED BY THE AUTHORITY SHALL
IMMEDIATELY BE SUBJECT TO THE LIEN OF SUCH PLEDGE WITHOUT  ANY  PHYSICAL
DELIVERY  THEREOF  OR  FURTHER ACT; AND THAT THE LIEN OF ANY SUCH PLEDGE
SHALL BE VALID AND BINDING AS AGAINST ALL PARTIES HAVING CLAIMS  OF  ANY
KIND  IN  TORT, CONTRACT OR OTHERWISE AGAINST THE AUTHORITY IRRESPECTIVE
OF WHETHER SUCH PARTIES HAVE NOTICE THEREOF. NEITHER THE RESOLUTION  NOR
ANY OTHER INSTRUMENT BY WHICH A PLEDGE IS CREATED NEED BE RECORDED.
  9. NEITHER THE DIRECTORS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE
BONDS,  NOTES  OR  OTHER  OBLIGATIONS  SHALL BE LIABLE PERSONALLY ON THE
BONDS, NOTES OR OTHER OBLIGATIONS OR BE SUBJECT TO ANY PERSONAL  LIABIL-
ITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF.
  10.  THE  AUTHORITY  SHALL  HAVE  THE POWER OUT OF ANY FUNDS AVAILABLE
THEREFOR TO PURCHASE BONDS, NOTES OR OTHER  OBLIGATIONS.  THE  AUTHORITY
MAY  HOLD,  PLEDGE,  CANCEL  OR  RESELL SUCH BONDS, NOTES OR OTHER OBLI-
GATIONS, SUBJECT TO AND IN ACCORDANCE WITH AGREEMENTS WITH BONDHOLDERS.
  11. ANY BONDS, NOTES OR OTHER OBLIGATIONS ISSUED BY THE AUTHORITY  ARE
HEREBY  MADE  SECURITIES IN WHICH ALL PUBLIC OFFICERS AND BODIES OF THIS
STATE AND ALL MUNICIPALITIES AND MUNICIPAL SUBDIVISIONS,  ALL  INSURANCE
COMPANIES  AND  ASSOCIATIONS  AND OTHER PERSONS CARRYING ON AN INSURANCE
BUSINESS, ALL BANKS, BANKERS, TRUST COMPANIES, SAVINGS BANKS AND SAVINGS
ASSOCIATIONS, INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN
ASSOCIATIONS, INVESTMENT COMPANIES AND OTHER PERSONS CARRYING ON A BANK-
ING BUSINESS, AND ALL OTHER PERSONS WHATSOEVER  WHO  ARE  AUTHORIZED  TO

S. 2813--C                         12

INVEST  IN  BONDS, NOTES OR OTHER OBLIGATIONS OF THE STATE, MAY PROPERLY
AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL OR BELONGING
TO THEM; SUBJECT TO THE PROVISIONS OF ANY OTHER GENERAL OR  SPECIAL  LAW
TO THE CONTRARY.
  12. THE AUTHORITY IS AUTHORIZED TO OBTAIN FROM ANY DEPARTMENT OR AGEN-
CY  OF  THE UNITED STATES OF AMERICA OR THE STATE OR ANY NONGOVERNMENTAL
INSURER OR FINANCIAL INSTITUTION ANY INSURANCE, GUARANTY OR OTHER CREDIT
SUPPORT DEVICE, TO THE EXTENT AVAILABLE, AS TO, OR FOR  THE  PAYMENT  OR
REPAYMENT OF INTEREST OR PRINCIPAL, OR BOTH, OR ANY PART THEREOF, ON ANY
BONDS,  NOTES  OR OTHER OBLIGATIONS ISSUED BY THE AUTHORITY AND TO ENTER
INTO ANY AGREEMENT OR CONTRACT WITH RESPECT TO  ANY  SUCH  INSURANCE  OR
GUARANTY,  EXCEPT TO THE EXTENT THAT THE SAME WOULD IN ANY WAY IMPAIR OR
INTERFERE WITH THE ABILITY OF THE AUTHORITY TO PERFORM AND  FULFILL  THE
TERMS OF ANY AGREEMENT MADE WITH THE HOLDERS OF OUTSTANDING BONDS, NOTES
OR OTHER OBLIGATIONS OF THE AUTHORITY.
  13.  IN  ADDITION  TO  THE  POWERS  CONFERRED IN THIS SECTION UPON THE
AUTHORITY TO SECURE ITS BONDS, NOTES OR OTHER OBLIGATIONS, THE AUTHORITY
SHALL HAVE THE POWER IN CONNECTION WITH THE ISSUANCE OF BONDS, NOTES  OR
OTHER  OBLIGATIONS  TO  ENTER  INTO SUCH AGREEMENTS AS THE AUTHORITY MAY
DEEM NECESSARY, CONVENIENT OR DESIRABLE CONCERNING THE USE  OR  DISPOSI-
TION  OF  ITS REVENUES OR OTHER MONEYS OR PROPERTY, AND FOR THE ACQUISI-
TION, ALTERATION OR DISPOSITION OF  ITS  PROPERTY,  REAL  AND  PERSONAL,
INCLUDING  THE  MORTGAGING  OF ANY OF ITS PROPERTIES AND THE ENTRUSTING,
PLEDGING OR CREATION OF ANY OTHER SECURITY INTEREST IN ANY  SUCH  REVEN-
UES, MONEYS OR PROPERTIES AND THE DOING OF ANY ACT, INCLUDING REFRAINING
FROM  DOING  ANY  ACT, WHICH THE AUTHORITY WOULD HAVE THE RIGHT TO DO IN
THE ABSENCE OF SUCH AGREEMENTS. THE AUTHORITY SHALL HAVE  THE  POWER  TO
ENTER  INTO  AMENDMENTS OF ANY SUCH AGREEMENTS WITHIN THE POWERS GRANTED
TO THE AUTHORITY BY THIS TITLE  AND  TO  PERFORM  SUCH  AGREEMENTS.  THE
PROVISIONS  OF  ANY  SUCH  AGREEMENTS MAY BE MADE A PART OF THE CONTRACT
WITH THE HOLDERS OF BONDS, NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY.
  14. ALL BONDS, NOTES AND OTHER OBLIGATIONS  ISSUED  BY  THE  AUTHORITY
UNDER  THE  PROVISIONS OF THIS TITLE ARE HEREBY DECLARED TO HAVE ALL THE
QUALITIES AND INCIDENTS OF NEGOTIABLE INSTRUMENTS UNDER  THE  APPLICABLE
LAWS OF THE STATE.
  15. NOTHING IN THIS SUBDIVISION SHALL BE DEEMED TO ALLOW THE AUTHORITY
TO  EXCEED  ITS  ONE  HUNDRED  TWENTY-FIVE MILLION DOLLAR AGGREGATE DEBT
LIMIT.
  S 1021-J. STATE AND MUNICIPALITIES NOT LIABLE ON  BONDS  OR  NOTES  OR
OTHER  OBLIGATIONS.  THE SECURITIES OF THE AUTHORITY SHALL NOT BE A DEBT
OF THE STATE OR OF ANY MUNICIPALITY, AND NEITHER THE STATE NOR ANY MUNI-
CIPALITY SHALL BE LIABLE THEREON. THE AUTHORITY SHALL NOT HAVE THE POWER
TO PLEDGE OR RESTRICT THE CREDIT, THE REVENUES OR THE  TAXING  POWER  OF
THE  STATE  OR OF ANY MUNICIPALITY, AND NEITHER THE CREDIT, THE REVENUES
NOR THE TAXING POWER OF THE STATE OR OF ANY  MUNICIPALITY  SHALL  BE  OR
SHALL  BE  DEEMED  TO BE PLEDGED TO THE PAYMENT OF ANY SECURITIES OF THE
AUTHORITY. EACH EVIDENCE OF INDEBTEDNESS OF THE AUTHORITY, INCLUDING THE
SECURITIES OF THE AUTHORITY, SHALL CONTAIN A CLEAR AND  EXPLICIT  STATE-
MENT  OF  THE PROVISIONS OF THIS SECTION.  NOTHING IN THIS ARTICLE SHALL
BE DEEMED TO OBLIGATE THE STATE OR ANY MUNICIPALITY TO MAKE ANY PAYMENTS
OR IMPOSE ANY TAXES TO SATISFY  THE  DEBT  SERVICE  OBLIGATIONS  OF  THE
AUTHORITY.
  S  1021-K. AGREEMENT OF THE STATE. THE STATE DOES HEREBY PLEDGE TO AND
AGREE WITH THE HOLDERS OF ANY BONDS, NOTES OR OTHER  OBLIGATIONS  ISSUED
BY  THE  AUTHORITY  UNDER  THIS  TITLE, THAT THE STATE WILL NOT LIMIT OR
ALTER THE RIGHTS HEREBY VESTED IN THE AUTHORITY TO ESTABLISH AND COLLECT

S. 2813--C                         13

THE REVENUES AND OTHER CHARGES REFERRED TO IN THIS TITLE AND TO  FULFILL
THE  TERMS OF ANY AGREEMENTS MADE WITH OR FOR THE BENEFIT OF THE HOLDERS
OF THE SECURITIES, OR IN ANY WAY IMPAIR THE RIGHTS AND REMEDIES  OF  THE
BONDHOLDERS  UNTIL  SUCH  SECURITIES  ARE  FULLY MET AND DISCHARGED. THE
AUTHORITY IS AUTHORIZED TO INCLUDE THIS  PLEDGE  OF  THE  STATE  IN  ALL
AGREEMENTS BY THE AUTHORITY WITH THE HOLDERS OF ITS SECURITIES.  NOTHING
CONTAINED  IN  THIS ARTICLE SHALL BE DEEMED TO RESTRICT ANY RIGHT OF THE
STATE OR MUNICIPALITY TO AMEND, MODIFY, REPEAL OR OTHERWISE ALTER  STAT-
UTES  IMPOSING  OR RELATING TO TAXES OR FEES, OR APPROPRIATIONS RELATING
THERETO. THE AUTHORITY SHALL NOT INCLUDE WITHIN ANY RESOLUTION, CONTRACT
OR AGREEMENT WITH HOLDERS OF  THE  BONDS,  NOTES  OR  OTHER  OBLIGATIONS
ISSUED  UNDER  THIS  ARTICLE ANY PROVISION WHICH PROVIDES THAT A DEFAULT
OCCURS AS A RESULT OF THE STATE OR  OF  A  MUNICIPALITY  EXERCISING  ITS
RIGHT  TO AMEND, MODIFY, OR REPEAL OR OTHERWISE ALTER ANY STATUTE IMPOS-
ING OR RELATING TO TAXES, FEES, OR APPROPRIATIONS RELATING THERETO.
  S 1021-L. EXEMPTION OF THE AUTHORITY FROM TAXATION. 1.  IT  IS  HEREBY
FOUND  AND DECLARED THAT THE OPERATION OF THE AUTHORITY IS PRIMARILY FOR
THE BENEFIT OF THE PEOPLE OF THE PARTICIPATING MUNICIPALITIES,  COUNTIES
AND THE STATE, FOR THE IMPROVEMENT OF THEIR HEALTH, WELFARE AND PROSPER-
ITY,  AND  IS  A  PUBLIC PURPOSE, AND THE AUTHORITY SHALL BE REGARDED AS
PERFORMING AN  ESSENTIAL  GOVERNMENTAL  FUNCTION  IN  CARRYING  OUT  THE
PROVISIONS OF THIS TITLE.
  2.  THE  AUTHORITY  SHALL  BE REQUIRED TO PAY NO TAXES NOR ASSESSMENTS
UPON ANY OF THE PROPERTY ACQUIRED OR CONTROLLED BY IT OR UPON ITS ACTIV-
ITIES IN THE OPERATION AND MAINTENANCE THEREOF OR  UPON  INCOME  DERIVED
THEREFROM, PROVIDED THAT NOTHING HEREIN SHALL PREVENT THE AUTHORITY FROM
ENTERING INTO AGREEMENTS TO MAKE PAYMENTS IN LIEU OF TAXES.
  3.  THE  AUTHORITY  SHALL  MAKE  PAYMENTS  IN LIEU OF TAXES TO MUNICI-
PALITIES AND SCHOOL DISTRICTS EQUAL TO THE TAXES AND  ASSESSMENTS  WHICH
WOULD HAVE BEEN RECEIVED FROM YEAR TO YEAR BY SUCH JURISDICTION.
  4.  THE  AUTHORITY SHALL ALSO MAKE PAYMENTS IN LIEU OF TAXES FOR THOSE
TAXES WHICH WOULD OTHERWISE BE IMPOSED UPON A UTILITY CORPORATION PURSU-
ANT TO: (A) SECTION ONE HUNDRED  EIGHTY-SIX-A  AND  FORMER  SECTION  ONE
HUNDRED  EIGHTY-SIX  OF  THE  TAX LAW AS SUCH SECTIONS WERE IN EFFECT ON
DECEMBER THIRTY-FIRST,  NINETEEN  HUNDRED  NINETY-NINE;  (B)  ANY  TAXES
IMPOSED  BY  A  CITY WITHIN THE AUTHORITY'S SERVICE AREA PURSUANT TO THE
AUTHORIZATION GRANTED BY SECTION TWENTY-B OF THE GENERAL CITY  LAW;  AND
(C)  ANY  TAXES IMPOSED BY A VILLAGE WITHIN THE AUTHORITY'S SERVICE AREA
PURSUANT TO AUTHORIZATION GRANTED BY SECTION 5-530 OF THE VILLAGE LAW.
  5. NOTWITHSTANDING THE EXEMPTION IN SUBDIVISION TWO OF  THIS  SECTION,
THE  AUTHORITY SHALL ALSO BE SUBJECT TO THE ASSESSMENTS IMPOSED PURSUANT
TO SECTION EIGHTEEN-A OF THE PUBLIC SERVICE LAW.
  6. THE SECURITIES ISSUED BY THE AUTHORITY, AND  THE  INCOME  THEREFROM
SHALL,  AT  ALL TIMES, BE FREE FROM TAXATION, EXCEPT FOR ESTATE AND GIFT
TAXES.
  7. NOTHING IN THIS ARTICLE SHALL RELIEVE THE AUTHORITY FROM ITS  OBLI-
GATIONS TO REGISTER FOR SALES TAX PURPOSES, COLLECT STATE OR LOCAL SALES
AND  COMPENSATING  USE  TAXES IMPOSED BY OR PURSUANT TO THE AUTHORITY OF
ARTICLES TWENTY-EIGHT AND TWENTY-NINE OF  THE  TAX  LAW,  AND  OTHERWISE
COMPLY WITH THOSE ARTICLES ON ITS SALE OF PROPERTY OR SERVICES.
  S  1021-M.  ACTIONS  AGAINST  THE  AUTHORITY.  1.  ANY ACTION, SUIT OR
PROCEEDING TO WHICH THE AUTHORITY MAY BE A PARTY IN WHICH  ANY  QUESTION
ARISES  AS  TO  THE  VALIDITY OF THIS TITLE OR THE VALUATION OF STOCK OR
ASSETS ACQUIRED BY THE AUTHORITY BY THE EXERCISE OF THE POWER OF EMINENT
DOMAIN SHALL BE PREFERRED OVER ALL OTHER CIVIL CAUSES IN ALL  COURTS  OF
THE STATE, EXCEPT ELECTION MATTERS, AND SHALL BE HEARD AND DETERMINED IN

S. 2813--C                         14

PREFERENCE  TO ALL OTHER CIVIL BUSINESS PENDING THEREIN, EXCEPT ELECTION
MATTERS, IRRESPECTIVE OF POSITION ON THE CALENDAR.  THE SAME  PREFERENCE
SHALL  BE  GRANTED  UPON  APPLICATION OF COUNSEL TO THE AUTHORITY IN ANY
ACTION OR PROCEEDING QUESTIONING THE VALIDITY OF THIS TITLE OR THE VALU-
ATION  OF  STOCK  OR ASSETS ACQUIRED BY THE AUTHORITY BY THE EXERCISE OF
THE POWER OF EMINENT DOMAIN IN WHICH SUCH  COUNSEL  MAY  BE  ALLOWED  TO
INTERVENE.  THE  VENUE OF ANY SUCH ACTION OR PROCEEDING SHALL BE LAID IN
THE SUPREME COURT PURSUANT TO ARTICLE FIVE OF THE CIVIL PRACTICE LAW AND
RULES.
  2. IN THE EVENT ANY PARTY SHALL APPEAL AN AWARD  OF  COMPENSATION  FOR
THE  TAKING BY THE AUTHORITY OF STOCK OR ASSETS, SUCH PARTY SHALL POST A
BOND IN SUCH AMOUNT, IF ANY, AS THE SUPREME COURT SHALL DEEM APPROPRIATE
TO ADEQUATELY PROTECT THE INTERESTS OF THE OTHER  PARTY  UNDER  ALL  THE
CIRCUMSTANCES.
  3.  AN ACTION AGAINST THE AUTHORITY FOUNDED ON TORT SHALL BE COMMENCED
IN COMPLIANCE WITH ALL THE REQUIREMENTS OF SECTION FIFTY-E OF THE GENER-
AL MUNICIPAL LAW, EXCEPT THAT AN ACTION AGAINST THE AUTHORITY FOR WRONG-
FUL DEATH SHALL BE COMMENCED IN ACCORDANCE WITH THE PROVISIONS OF  TITLE
ELEVEN OF ARTICLE NINE OF THIS CHAPTER.
  S  1021-N. EQUAL EMPLOYMENT OPPORTUNITY. ALL CONTRACTS ENTERED INTO BY
THE AUTHORITY PURSUANT TO THIS TITLE OF WHATEVER NATURE  AND  ALL  DOCU-
MENTS SOLICITING BIDS OR PROPOSALS THEREFOR SHALL CONTAIN OR MAKE REFER-
ENCE TO THE FOLLOWING PROVISION:
  THE  CONTRACTOR SHALL NOT DISCRIMINATE AGAINST EMPLOYEES OR APPLICANTS
FOR EMPLOYMENT BECAUSE OF RACE, CREED, COLOR, NATIONAL ORIGIN, SEX, AGE,
DISABILITY OR MARITAL STATUS, AND WILL UNDERTAKE  OR  CONTINUE  EXISTING
PROGRAMS OF AFFIRMATIVE ACTION TO ENSURE THAT MINORITY GROUP PERSONS AND
WOMEN  ARE  AFFORDED  EQUAL  OPPORTUNITY  WITHOUT  DISCRIMINATION.  SUCH
PROGRAMS SHALL INCLUDE, BUT NOT BE LIMITED TO, RECRUITMENT,  EMPLOYMENT,
JOB ASSIGNMENT, PROMOTION, UPGRADING, DEMOTION, TRANSFER, LAYOFF, TERMI-
NATION,  RATES  OF PAY OR OTHER FORMS OF COMPENSATION, AND SELECTION FOR
TRAINING AND RETRAINING, INCLUDING APPRENTICESHIP AND ON-THE-JOB  TRAIN-
ING.
  S  1021-O. LIMITATION OF LIABILITY; INDEMNIFICATION. 1. THE DIRECTORS,
OFFICERS AND EMPLOYEES OF THE AUTHORITY, WHILE ACTING WITHIN  THE  SCOPE
OF  THEIR  AUTHORITY  AS  DIRECTORS, OFFICERS OR EMPLOYEES, SHALL NOT BE
SUBJECT TO ANY PERSONAL OR CIVIL LIABILITY RESULTING FROM THE  EXERCISE,
CARRYING  OUT  OR  ADVOCACY  OF ANY OF THE AUTHORITY'S PURPOSES OR POWER
UNLESS THE CONDUCT OF THE DIRECTORS, OFFICERS OR  EMPLOYEES  IS  FINALLY
DETERMINED  BY  A  COURT  OF COMPETENT JURISDICTION TO CONSTITUTE INTEN-
TIONAL WRONGDOING OR RECKLESSNESS.
  2. THE PROVISIONS OF SECTION EIGHTEEN OF THE PUBLIC OFFICERS LAW SHALL
APPLY  TO  DIRECTORS,  OFFICERS  AND  EMPLOYEES  OF  THE  AUTHORITY   IN
CONNECTION   WITH  ANY  AND  ALL  CLAIMS,  DEMANDS,  SUITS,  ACTIONS  OR
PROCEEDINGS WHICH MAY BE MADE OR BROUGHT AGAINST ANY OF THEM ARISING OUT
OF ANY DETERMINATIONS MADE OR ACTIONS TAKEN OR OMITTED TO  BE  TAKEN  IN
COMPLIANCE WITH ANY ACTIONS TAKEN PURSUANT TO THE POWERS OF THIS TITLE.
  3.  AS  USED  IN  THIS  SECTION,  THE  TERMS "DIRECTOR", "OFFICER" AND
"EMPLOYEE" SHALL INCLUDE A FORMER DIRECTOR, OFFICER OR EMPLOYEE AND  HIS
OR HER ESTATE OR JUDICIALLY APPOINTED PERSONAL REPRESENTATIVE.
  4.  NOTHING  IN  THIS SECTION SHALL LIMIT THE OBLIGATIONS OF A "DIREC-
TOR," "OFFICER," OR "EMPLOYEE" OF THE AUTHORITY OR OF  A  SUBSIDIARY  OF
THE  AUTHORITY  AS  A  "PERSON REQUIRED TO COLLECT TAX," AS SUCH TERM IS
DEFINED IN ARTICLE TWENTY-EIGHT OF THE TAX LAW, IF SUCH DIRECTOR,  OFFI-
CER  OR  EMPLOYEE  IS,  OR WAS, UNDER A DUTY TO ACT FOR THE AUTHORITY OR
SUBSIDIARY, OR BOTH, AS THE CASE MAY BE, IN COMPLYING WITH ANY  REQUIRE-

S. 2813--C                         15

MENT OF ARTICLE TWENTY-EIGHT OR RELATED PROVISION OF ARTICLE TWENTY-NINE
OF THE TAX LAW.
  S  1021-P. WEBSITE. THE AUTHORITY SHALL MAKE ACCESSIBLE TO THE PUBLIC,
VIA ITS OFFICIAL OR SHARED INTERNET WEBSITE, DOCUMENTATION PERTAINING TO
ITS MISSION, CURRENT ACTIVITIES, MOST RECENT ANNUAL  FINANCIAL  REPORTS,
CURRENT  YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT UNLESS
SUCH INFORMATION IS COVERED BY SUBDIVISION TWO OF  SECTION  EIGHTY-SEVEN
OF THE PUBLIC OFFICERS LAW.
  S  1021-Q.  PREVAILING  WAGE.  WHENEVER  THE AUTHORITY ENTERS INTO ANY
CONTRACT, SUBCONTRACT, LEASE, GRANT, BOND, COVENANT OR  OTHER  AGREEMENT
FOR  OR IN CONNECTION WITH ANY CONSTRUCTION, DEMOLITION, RECONSTRUCTION,
EXCAVATION, REHABILITATION, REPAIR, RENOVATION, ALTERATION, OR  IMPROVE-
MENT  PROJECT, SUCH PROJECT SHALL BE DEEMED TO BE A PUBLIC WORKS PROJECT
FOR THE PURPOSES OF ARTICLE EIGHT OF THE  LABOR  LAW,  AND  ALL  OF  THE
PROVISIONS  OF ARTICLE EIGHT OF THE LABOR LAW SHALL BE APPLICABLE TO ALL
THE WORK INVOLVED IN THE CONSTRUCTION, DEMOLITION, RECONSTRUCTION, EXCA-
VATION, REHABILITATION, REPAIR, RENOVATION, ALTERATION,  OR  IMPROVEMENT
OF  SUCH  PROJECT.  FUNDS,  FINANCIAL  ASSISTANCE, OR ANY OTHER BENEFITS
PROVIDED PURSUANT TO THIS ARTICLE  SHALL  NOT  BE  UTILIZED  FOR  OR  IN
CONNECTION  WITH  THE  CONSTRUCTION,  DEMOLITION,  RECONSTRUCTION, EXCA-
VATION, REHABILITATION, REPAIR, RENOVATION, ALTERATION,  OR  IMPROVEMENT
OF ANY PROJECT TO WHICH THE PROVISIONS OF ARTICLE EIGHT OF THE LABOR LAW
ARE NOT APPLICABLE.
  S  1021-R.  PERIODIC  REVIEW BY LEGISLATURE. BEGINNING IN THE YEAR TWO
THOUSAND FIFTEEN, AND NOT MORE THAN  EVERY  TEN  YEARS  THEREAFTER,  THE
LEGISLATURE  OF  THE  STATE  OF  NEW  YORK SHALL CONDUCT A COMPREHENSIVE
REVIEW, OF THE STRUCTURE, ACTIVITIES AND OPERATIONS OF THE NCPA, AND THE
NCPA SHALL PROVIDE SUCH RECORDS, REPORTS AND TESTIMONY AS  THE  LEGISLA-
TURE MAY REQUEST TO ASSIST IN THE CONDUCT OF THIS REVIEW.
  S  1021-S.  SEVERABILITY.  THE PROVISIONS OF THIS TITLE ARE SEVERABLE,
AND IF ANY CLAUSE, SENTENCE, PARAGRAPH, ACTION OR PART OF THIS TITLE, OR
THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE, SHALL BE ADJUDGED
BY ANY COURT OF COMPETENT JURISDICTION TO BE INVALID  OR  UNENFORCEABLE,
SUCH  JUDGMENT  SHALL  NOT AFFECT, IMPAIR OR INVALIDATE THE REMAINDER OF
THIS TITLE OR THE APPLICATION OF SUCH PROVISION TO ANY OTHER  PERSON  OR
CIRCUMSTANCE,  BUT  SHALL  BE  CONFINED  IN ITS OPERATION TO THE CLAUSE,
SENTENCE, PARAGRAPH, SECTION OR PART THEREOF OR PERSON  OR  CIRCUMSTANCE
DIRECTLY  INVOLVED  IN THE CONTROVERSY IN WHICH SUCH JUDGMENT SHALL HAVE
BEEN RENDERED.
  S 2. Subdivision 1 of section 51 of  the  public  authorities  law  is
amended by adding a new paragraph n to read as follows:
  N. NORTH COUNTRY POWER AUTHORITY
  S 3. This act shall take effect immediately.