The New York State Senate

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

                                  7273

                            I N  S E N A T E

                            January 15, 2020
                               ___________

Introduced  by  Sen. JACKSON -- read twice and ordered printed, and when
  printed to be committed to the Committee on  Energy  and  Telecommuni-
  cations

AN  ACT to amend the public authorities law, in relation to establishing
  the downstate New York 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-C to read as follows:
                                TITLE 1-C
                   DOWNSTATE NEW YORK POWER AUTHORITY
SECTION 1022.   SHORT TITLE.
        1022-A. DEFINITIONS.
        1022-B. DOWNSTATE NEW YORK POWER AUTHORITY.
        1022-C. DOWNSTATE  NEW YORK POWER AUTHORITY SERVICE AREA; EXTEN-
                  SION OF SERVICE AREA.
        1022-D. POWERS AND DUTIES OF THE AUTHORITY.
        1022-E. ACQUISITION OF PROPERTY, INCLUDING THE EXERCISE  OF  THE
                  POWER OF EMINENT DOMAIN.
        1022-F. DEPOSIT AND INVESTMENT OF MONEYS OF THE AUTHORITY.
        1022-G. CONFLICTS OF INTEREST.
        1022-H. SALE OF SURPLUS POWER.
        1022-I. AUDIT AND ANNUAL REPORTS.
        1022-J. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY.
        1022-K. STATE AND MUNICIPALITIES NOT LIABLE ON BONDS OR NOTES OR
                  OTHER OBLIGATIONS.
        1022-L. AGREEMENT OF THE STATE.
        1022-M. EXEMPTION OF THE AUTHORITY FROM TAXATION.
        1022-N. ACTIONS AGAINST THE AUTHORITY.
        1022-O. EQUAL EMPLOYMENT OPPORTUNITY.
        1022-P. LIMITATION OF LIABILITY; INDEMNIFICATION.
        1022-Q. WEBSITE.
        1022-R. PREVAILING WAGE.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets

                      [ ] is old law to be omitted.
                                                           LBD14319-01-9

S. 7273                             2

        1022-S. PERIODIC REVIEW BY LEGISLATURE.
        1022-T. SEVERABILITY.
  § 1022. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND MAY BE CITED AS THE
"DOWNSTATE NEW YORK POWER AUTHORITY ACT".
  §  1022-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 DOWNSTATE NEW YORK POWER AUTHORITY ACT, BEING THIS
TITLE.
  3. "AUTHORITY" MEANS THE DOWNSTATE NEW  YORK  POWER  AUTHORITY  ESTAB-
LISHED BY SECTION ONE THOUSAND TWENTY-TWO-B OF THIS TITLE.
  4. "COMMISSION" MEANS THE PUBLIC SERVICE COMMISSION.
  5. "COMPTROLLER" MEANS THE STATE COMPTROLLER.
  6.  "DOWNSTATE  SERVICE  AREA" OR "SERVICE AREA" MEANS THE COUNTIES OF
BRONX, KINGS, NEW YORK, RICHMOND, QUEENS,  DUTCHESS,  PUTNAM,  SULLIVAN,
ORANGE, ROCKLAND, ULSTER, AND WESTCHESTER.
  7.  "DOWNSTATE UTILITY CORPORATION" MEANS ANY PRIVATE GAS CORPORATION,
ELECTRIC CORPORATION, OR COMBINED GAS AND ELECTRIC CORPORATION, AS  SUCH
TERMS  ARE  DEFINED IN SECTION TWO OF THE PUBLIC SERVICE LAW, THAT HAS A
PORTION OF ITS SERVICE TERRITORY WITHIN THE DOWNSTATE SERVICE AREA. THIS
SHALL NOT INCLUDE THE LONG ISLAND POWER AUTHORITY,  THE  PUBLIC  BENEFIT
CORPORATION  CREATED  BY  SECTION  ONE  THOUSAND  TWENTY-C OF THE PUBLIC
AUTHORITIES LAW, AS ADDED BY CHAPTER FIVE HUNDRED SEVENTEEN OF THE  LAWS
OF  NINETEEN  EIGHTY-SIX, OR ANY MUNICIPALITY THAT PROVIDES GAS OR ELEC-
TRIC SERVICE.
  8. "FEDERAL GOVERNMENT" MEANS THE UNITED STATES  OF  AMERICA  AND  ANY
AGENCY  OR INSTRUMENTALITY, CORPORATE OR OTHERWISE, OF THE UNITED STATES
OF AMERICA.
  9. "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.
  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,
MORTGAGES OR OTHERWISE, AND ALSO ALL CLAIMS FOR DAMAGES RELATED TO  SUCH
REAL ESTATE.

S. 7273                             3

  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.
  16. "TRUSTEES' MEANS THE BOARD OF TRUSTEES OF THE AUTHORITY.
  §  1022-B.  DOWNSTATE NEW YORK POWER AUTHORITY. 1. A CORPORATION KNOWN
AS THE DOWNSTATE NEW YORK 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 DURA-
TION, 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.  TRUSTEES. (A) THE AUTHORITY SHALL CONSIST OF A BOARD OF NINE TRUS-
TEES, WHO SHALL BE ELECTED FROM DISTRICTS ESTABLISHED  BY  THE  LEGISLA-
TURE.  EACH  ELECTED  TRUSTEE  SHALL  BE A RESIDENT OF THE DISTRICT FROM
WHICH HE OR SHE IS ELECTED. NO PERSON WHO IS  AN  ELECTED  OR  APPOINTED
OFFICIAL OF THE STATE OR ANY MUNICIPALITY OR ANY AGENCY OR INSTRUMENTAL-
ITY  THEREOF,  SHALL  BE  QUALIFIED TO SERVE AS AN ELECTED TRUSTEE. EACH
TRUSTEE SHALL HOLD OFFICE UNTIL HIS OR HER SUCCESSOR HAS  BEEN  ELECTED.
IN THE EVENT OF A VACANCY OCCURRING IN THE OFFICE OF A TRUSTEE BY DEATH,
RESIGNATION OR OTHERWISE, A SUCCESSOR SHALL BE CHOSEN TO HOLD OFFICE FOR
THE UNEXPIRED TERM IN THE MANNER PRESCRIBED BY THE ELECTION LAW.
  (B)  WITHIN  ONE  HUNDRED EIGHTY DAYS, AND EACH TENTH YEAR THEREAFTER,
THE LEGISLATURE SHALL ESTABLISH NINE DISTRICTS, WHICH SHALL BE EQUAL  IN
POPULATION AS DETERMINED BY THE LAST FEDERAL DECENNIAL CENSUS.
  (C) SUCH TRUSTEES SHALL BE ELECTED IN ELECTIONS CONDUCTED BY THE BOARD
OF  ELECTIONS PURSUANT TO APPLICABLE PROVISIONS OF THE ELECTION LAW. THE
FIRST SUCH ELECTION SHALL BE HELD ON THE FIRST TUESDAY IN  NOVEMBER  TWO
THOUSAND  TWENTY, AND THE TRUSTEES SO ELECTED SHALL TAKE OFFICE ON JANU-
ARY FIRST, TWO THOUSAND TWENTY-ONE.  AT  SUCH  ELECTION  THREE  TRUSTEES
SHALL  BE  ELECTED  FOR A TERM OF ONE YEAR, THREE SHALL BE ELECTED FOR A
TERM OF THREE YEARS, AND THREE SHALL BE  ELECTED  FOR  A  TERM  OF  FIVE
YEARS.  EACH  SUCH TERM SHALL END DECEMBER THIRTY-FIRST OF THE LAST YEAR
THEREOF. NO LATER THAN JULY FIRST, TWO THOUSAND TWENTY AND  EACH  SUBSE-
QUENT  YEAR  IN  WHICH REAPPORTIONMENT OR READJUSTMENT OF SUCH DISTRICTS
TAKES PLACE, THE STATE BOARD OF ELECTIONS SHALL DETERMINE BY  LOT  WHICH
SUCH TRUSTEES SHALL BE ELECTED FOR WHICH TERMS.  THEREAFTER, THREE TRUS-
TEES  SHALL  BE ELECTED ON THE FIRST TUESDAY IN NOVEMBER OF EACH YEAR TO
REPLACE THE TRUSTEES WHOSE TERMS WILL EXPIRE AT THE END OF THE YEAR, FOR
TERMS OF THREE YEARS EACH EXCEPT THAT ALL TRUSTEES SHALL BE  ELECTED  AT
THE  FIRST ELECTION HELD AFTER A REAPPORTIONMENT OR READJUSTMENT OF SUCH
DISTRICTS. NO POLITICAL PARTY SHALL BE ENTITLED TO  NOMINATE  CANDIDATES
FOR THE OFFICE OF TRUSTEE AT ANY SUCH ELECTION.
  3. THE TRUSTEES 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 AUTHORIZED BY THE  TRUS-

S. 7273                             4

TEES,  IN  EACH  CASE  UPON  APPROPRIATE DOCUMENTATION BY THE SUBMITTING
TRUSTEE.  NO TRUSTEE OR ANY ENTITY, THE MAJORITY OF WHICH  IS  OWNED  OR
CONTROLLED  BY  ANY  TRUSTEE,  SHALL RECEIVE ANY ADDITIONAL COMPENSATION
FROM THE AUTHORITY OR BE EMPLOYED BY THE AUTHORITY IN ANY OTHER CAPACITY
BY WHATEVER MEANS.
  4.  FIVE  TRUSTEES  SHALL  CONSTITUTE  A QUORUM FOR THE TRANSACTION OF
BUSINESS, AND THE AFFIRMATIVE VOTE OF FIVE TRUSTEES AT A  MEETING  SHALL
BE  NECESSARY TO THE VALIDITY OF ANY RESOLUTION, ORDER OR DETERMINATION.
THE TRUSTEES, IN BY-LAWS OR BY RESOLUTION, MAY ALLOW FOR ATTENDANCE AT A
MEETING OF THE TRUSTEES BY SPEAKER PHONE OR ANY OTHER  ELECTRONIC  MEANS
BY WHICH ALL MEETING PARTICIPANTS CAN HEAR ONE ANOTHER.
  5.  THE TRUSTEES SHALL APPOINT AN EXECUTIVE COMMITTEE OF NOT LESS THAN
THREE TRUSTEES AND SHALL DELEGATE SUCH DUTIES  AND  RESPONSIBILITIES  OF
THE TRUSTEES TO THE EXECUTIVE COMMITTEE AS IT MAY DETERMINE FROM TIME TO
TIME,  EXCEPT  THAT  THE  TRUSTEES  SHALL  NOT DELEGATE TO THE EXECUTIVE
COMMITTEE THE POWER TO AUTHORIZE THE ISSUANCE OF SECURITIES.  THE  TRUS-
TEES MAY APPOINT SUCH ADDITIONAL COMMITTEES WITH SUCH DUTIES AND RESPON-
SIBILITIES AS THEY MAY DETERMINE FROM TIME TO TIME.
  6.  (A)  THE TRUSTEES 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 TRUSTEES MAY REQUIRE FOR
THE PERFORMANCE OF THEIR DUTIES  AND  SHALL  PRESCRIBE  THE  DUTIES  AND
COMPENSATION  OF EACH SUCH OFFICER AND EMPLOYEE. SUCH COMPENSATION SHALL
BE REASONABLE AND COMMENSURATE TO THE DUTIES OF  THE  POSITION  OF  SUCH
OFFICER OR EMPLOYEE.
  (B)  IF  ANY EMPLOYEES ARE HIRED AS A CONSEQUENCE OF AN ACQUISITION OF
THE ASSETS OF A DOWNSTATE  UTILITY  CORPORATION,  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 EMPLOY-
EES OF THE AUTHORITY MAY ELECT TO BECOME MEMBERS OF THE NEW  YORK  STATE
EMPLOYEES'  RETIREMENT  SYSTEM  ON  THE BASIS OF COMPENSATION PAYABLE TO
THEM BY THE AUTHORITY.
  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 AN ELECTRIC CORPORATION IS SUBJECT TO THE JURISDICTION 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
AND  WELFARE;  AND  ANY  OTHER  FACTOR  IT DEEMS RELEVANT. THE AUTHORITY

S. 7273                             5

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.
  §  1022-C.  DOWNSTATE NEW YORK POWER AUTHORITY SERVICE AREA; EXTENSION
OF SERVICE AREA. 1. THE SERVICE AREA OF THE  DOWNSTATE  NEW  YORK  POWER
AUTHORITY  SHALL  EMBRACE THE SERVICE TERRITORY OF ANY DOWNSTATE UTILITY
CORPORATION LOCATED WITHIN THE DOWNSTATE SERVICE AREA.
  2. THE SERVICE AREA OF THE DOWNSTATE NEW YORK POWER AUTHORITY  MAY  BE
EXTENDED  AT ANY TIME TO INCLUDE ADDITIONAL TERRITORY BY THE TRUSTEES 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 TRUSTEES DETERMINE THAT THE
TERRITORY INCLUDED WITHIN THE SERVICE AREA SHOULD BE EXTENDED,  CONSIST-
ENT WITH THE PROVISIONS OF THIS TITLE, THE TRUSTEES SHALL ADOPT A RESOL-
UTION  PROPOSING  THE  ADDITIONAL  TERRITORY. THE TRUSTEES SHALL FIX THE
DATES, HOURS AND PLACES FOR THREE PUBLIC HEARINGS BEFORE  SUCH  TRUSTEES
UPON  THE QUESTION OF SUCH EXTENSION AND CAUSE NOTICE THEREOF AND OF THE
ADDITIONAL 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  HEARINGS  SHALL BE HELD WITHIN THE BOUNDS OF THE PROPOSED
ADDITIONAL TERRITORY.  AT SUCH TIME THE TRUSTEES SHALL HEAR ALL PERSONS,
TAXPAYERS OR OFFICIALS WHO MAY WISH TO BE HEARD AND SHALL FINALLY DETER-
MINE THE ADDITIONAL TERRITORY, IF ANY, TO BE INCLUDED IN SUCH EXTENSION.
SUCH DETERMINATION SHALL BE MADE BY RESOLUTION OF THE  TRUSTEES  ADOPTED
BY  A  TWO-THIRDS  VOTE  OF  ALL  TRUSTEES  THEN IN OFFICE. A MAP OF THE
SERVICE AREA, AS EXTENDED, SHALL THEREUPON BE FILED IN THE OFFICE OF THE
COUNTY CLERK OF THE AFFECTED COUNTIES.
  § 1022-D. POWERS AND DUTIES OF THE AUTHORITY. THE POWERS CONFERRED  BY
THIS  TITLE  SHALL BE EXERCISED BY THE TRUSTEES, SUBJECT TO THE TERMS OF
THIS TITLE. IN THE EXERCISE OF THOSE POWERS, EITHER DIRECTLY OR  THROUGH
ITS  OFFICERS  AND  EMPLOYEES, THE TRUSTEES 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  TRUSTEES, 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

S. 7273                             6

ENERGY EFFICIENCY MEASURES AND EQUIPMENT INTENDED TO REDUCE POWER DEMAND
AND  USAGE, UTILIZE GREEN TECHNOLOGIES, ALTERNATIVE AND RENEWABLE FUELS,
NET METERING, CREDITING MECHANISMS FOR DISTRIBUTED ENERGY RESOURCES  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 PROGRESSIVE 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 REGU-
LATIONS GRANTING TO CUSTOMERS THE PROTECTIONS AFFORDED BY ARTICLE TWO OF
THE PUBLIC 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-TWO-I OF THIS

S. 7273                             7

TITLE, AND SELL THE SAME IN SUCH AMOUNTS AND AT  SUCH  PRICES,  INTEREST
RATES AND OTHER FINANCIAL TERMS AS MAY BE DETERMINED BY THE TRUSTEES;
  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; AND
  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.
  § 1022-E. ACQUISITION OF PROPERTY, INCLUDING THE EXERCISE OF THE POWER
OF EMINENT DOMAIN. 1. THE LEGISLATURE HEREBY EXPRESSLY FINDS AND  DETER-
MINES:
  (A) THE ACQUISITION BY THE AUTHORITY, THROUGH PURCHASE OR THE EXERCISE
OF  THE POWER OF EMINENT DOMAIN, OF EITHER THE SECURITIES OR ASSETS OF A
DOWNSTATE UTILITY CORPORATION WHICHEVER IS LESS EXPENSIVE FOR THE  RATE-
PAYERS, AS THE AUTHORITY MAY DETERMINE WILL BE JUST TO THE RATEPAYERS IN
THE  SERVICE  AREA,  IS  THE  MOST APPROPRIATE MEANS OF DEALING WITH THE
EMERGENCY INVOLVING THE ECONOMY, HEALTH AND SAFETY OF THE RESIDENTS  AND
THE  INDUSTRY AND COMMERCE IN THE SERVICE AREA, NOTWITHSTANDING THE FACT
THAT SUCH DOWNSTATE UTILITY CORPORATION PRESENTLY MAY BE  DEVOTED  TO  A
PUBLIC  USE,  SINCE  THE PUBLIC USE OF SUCH PROPERTY BY THE AUTHORITY IS
HEREBY DEEMED TO BE SUPERIOR TO THE PUBLIC USE OF SUCH PROPERTY  BY  ANY
OTHER PERSON, ASSOCIATION, OR CORPORATION.
  (B)  THE AUTHORITY, PRIOR TO EXERCISING ITS POWER OF EMINENT DOMAIN TO
ACQUIRE THE STOCK OR ASSETS OF A DOWNSTATE  UTILITY  CORPORATION,  SHALL
ENTER  INTO NEGOTIATIONS WITH SUCH DOWNSTATE UTILITY CORPORATION FOR THE
PURPOSE OF ACQUIRING SUCH STOCK OR ASSETS UPON SUCH TERMS AS THE AUTHOR-
ITY, IN ITS SOLE DISCRETION, DETERMINES WILL RESULT IN RATES EQUAL TO OR
LESS THAN THE RATES WHICH WOULD RESULT IF SUCH DOWNSTATE UTILITY  CORPO-
RATION WERE TO CONTINUE IN OPERATION.
  (C)  THE  COMPENSATION  PAID  BY  THE AUTHORITY TO A DOWNSTATE UTILITY
CORPORATION SHALL BE JUST TO THE RATEPAYERS IN THE SERVICE AREA WHO MUST
PAY SUCH COMPENSATION.
  (D) IF THE AUTHORITY DETERMINES THAT IT IS THE STOCK  OF  A  DOWNSTATE
UTILITY  CORPORATION THAT SHOULD BE TAKEN, THE PROPER MEASURE OF DAMAGES
SHALL BE THE FAIR MARKET VALUE THEREOF AS EVIDENCED BY THE PRICE OF SUCH
STOCK ON THE EXCHANGE ON WHICH IT IS TRADED ON THE VALUATION DATE  SINCE
THERE  IS AN ESTABLISHED MARKET FOR SUCH STOCK THAT IS REFLECTIVE OF ITS
VALUE. IN NO EVENT, HOWEVER, SHALL CONSEQUENTIAL OR SEVERANCE DAMAGES BE
AWARDED IF CONTROL OF SUCH DOWNSTATE UTILITY CORPORATION SHALL HAVE BEEN
TAKEN BY THE AUTHORITY.
  (E) IF THE AUTHORITY DETERMINES THAT IT IS THE ASSETS OF  A  DOWNSTATE
UTILITY  CORPORATION  THAT  SHOULD BE TAKEN, FAIR MARKET VALUE WOULD NOT
CONSTITUTE JUST COMPENSATION TO SUCH DOWNSTATE UTILITY CORPORATION SINCE
THERE IS AN INSUFFICIENT MARKET IN THE USUAL SENSE  FOR  ITS  ASSETS  TO
ASCERTAIN  THE VALUE THEREOF FROM THE MARKET. IN DETERMINING THE COMPEN-
SATION PAYABLE FOR SUCH ASSETS, THERE SHALL BE TAKEN INTO  CONSIDERATION
THE  CAPITALIZATION  OF  SUCH  DOWNSTATE  UTILITY CORPORATION'S EXPECTED
FUTURE EARNINGS.

S. 7273                             8

  (F) NEITHER CONSEQUENTIAL NOR SEVERANCE  DAMAGES  ARE  PROPER  IF  THE
AUTHORITY CONDEMNS ALL THE ASSETS OF A DOWNSTATE UTILITY CORPORATION.
  (G)  SUCH  AN ACQUISITION BY THE AUTHORITY OF THE SECURITIES OR ASSETS
OF A DOWNSTATE UTILITY CORPORATION SERVES THE PUBLIC PURPOSES OF  ASSUR-
ING  THE  PROVISION  OF  AN  ADEQUATE SUPPLY OF GAS AND ELECTRICITY IN A
RELIABLE, EFFICIENT AND ECONOMIC MANNER AND RETAINING EXISTING  COMMERCE
AND  INDUSTRY IN AND ATTRACTING NEW COMMERCE AND INDUSTRY TO THE SERVICE
AREA, ALL OF WHICH ARE MATTERS OF STATE-WIDE CONCERN.
  2. IN FURTHERANCE OF THE LEGISLATIVE FINDINGS AND  DETERMINATIONS  SET
FORTH  IN  SUBDIVISION  ONE  OF  THIS  SECTION,  THE AUTHORITY IS HEREBY
AUTHORIZED AND EMPOWERED TO ACQUIRE, THROUGH PURCHASE OR THE EXERCISE OF
THE POWER OF EMINENT DOMAIN, ALL OR ANY PART OF THE SECURITIES OR ASSETS
OF A DOWNSTATE  UTILITY  CORPORATION,  AS  THE  AUTHORITY  IN  ITS  SOLE
DISCRETION  MAY  DETERMINE;  PROVIDED, HOWEVER, THAT PRIOR TO PROCEEDING
WITH ANY SUCH ACQUISITION UNDER THIS TITLE, THE BOARD OF TRUSTEES  SHALL
DETERMINE, IN ITS SOLE DISCRETION BASED UPON SUCH ENGINEERING, FINANCIAL
AND  LEGAL  DATA,  STUDIES AND OPINIONS AS IT MAY DEEM APPROPRIATE, THAT
THE RATES PROJECTED TO BE CHARGED AFTER SUCH ACQUISITION  AND  FOR  SUCH
REASONABLE  PERIOD  OF  TIME AS THE BOARD OF TRUSTEES MAY DETERMINE WILL
NOT BE HIGHER THAN THE RATES PROJECTED TO BE CHARGED BY  SUCH  DOWNSTATE
UTILITY  CORPORATION  DURING  SUCH  PERIOD  IF  SUCH ACQUISITION HAD NOT
OCCURRED.
  3. THE AUTHORITY ALSO IS AUTHORIZED AND EMPOWERED, IN ITS  DISCRETION,
TO  MAKE  A  TENDER OFFER OR TENDER OFFERS FOR ALL OR ANY PORTION OF THE
SECURITIES OF A DOWNSTATE UTILITY CORPORATION AT SUCH PRICE OR PRICES AS
THE AUTHORITY MAY DETERMINE TO BE APPROPRIATE;  PROVIDED,  HOWEVER  THAT
SUCH TENDER OFFER OR TENDER OFFERS, IN THE SOLE JUDGMENT OF THE AUTHORI-
TY,  WILL  RESULT  IN  RATES LESS THAN THE RATES WHICH WOULD RESULT FROM
CONTINUED OPERATION BY SUCH DOWNSTATE UTILITY CORPORATION.
  (A) THE AUTHORITY SHALL MAKE SUCH OFFER OR OFFERS  OR  ANY  ADJUSTMENT
THEREOF  PRIOR TO ACQUIRING ANY SUCH SECURITIES OR ANY ASSETS OF A DOWN-
STATE UTILITY CORPORATION THROUGH THE EXERCISE OF THE POWER  OF  EMINENT
DOMAIN. THE AUTHORITY MAY PAY FOR SUCH SECURITIES IN CASH OR BY EXCHANG-
ING THEREFOR THE AUTHORITY'S BONDS OR A COMBINATION THEREOF.
  (B) IN THE CASE OF A TENDER OFFER IN WHICH A SUBSIDIARY OF THE AUTHOR-
ITY  ACQUIRES  AT  LEAST SIXTY-SIX AND TWO-THIRDS PERCENT OF A DOWNSTATE
UTILITY CORPORATION'S COMMON STOCK, SUCH SUBSIDIARY MAY MERGE WITH  SUCH
DOWNSTATE  UTILITY  CORPORATION  AND  EITHER  CONTINUE  IN  EXISTENCE OR
DISSOLVE, AS IT MAY DETERMINE.
  (C) THE PROVISIONS  OF  SECTION  FIVE  HUNDRED  THIRTEEN  AND  ARTICLE
SIXTEEN  OF THE BUSINESS CORPORATION LAW AND ANY OTHER PROVISIONS OF LAW
RELATING TO PROCEDURES IN A CORPORATE TAKEOVER, INCLUDING WITHOUT  LIMI-
TATION  CHAPTER  NINE  HUNDRED  FIFTEEN  OF THE LAWS OF NINETEEN HUNDRED
EIGHTY-FIVE, SHALL NOT BE APPLICABLE TO THE  ACTIONS  OF  THE  AUTHORITY
PURSUANT TO THIS TITLE.
  (D)  IN  DETERMINING  WHETHER ACCEPTANCE OF SUCH A TENDER OFFER BY THE
AUTHORITY IS IN THE BEST INTERESTS OF A DOWNSTATE  UTILITY  CORPORATION,
THE  DIRECTORS  OF SUCH DOWNSTATE UTILITY CORPORATION SHALL CONSIDER NOT
ONLY THE DOLLAR AMOUNT OF SUCH OFFER BUT  THE  INTERESTS  OF  EMPLOYEES,
SUPPLIERS,  RATEPAYERS,  CREDITORS  (INCLUDING HOLDERS OF SUCH DOWNSTATE
UTILITY CORPORATION'S DEBT SECURITIES), AND THE ECONOMY OF  THE  SERVICE
AREA AND THE STATE.
  4.  THE  AUTHORITY,  SHOULD  IT  DETERMINE, IN ITS SOLE DISCRETION, TO
ACQUIRE THE STOCK OR ASSETS OF A DOWNSTATE UTILITY  CORPORATION  BY  THE
EXERCISE  OF  THE  POWER  OF EMINENT DOMAIN, SHALL NOT TAKE TITLE TO NOR
POSSESSION OF SUCH STOCK OR ASSETS PRIOR TO A FINAL DETERMINATION OF THE

S. 7273                             9

AMOUNT OF COMPENSATION TO BE PAID FOR SUCH STOCK OR ASSETS NOR PRIOR  TO
A DETERMINATION BY THE AUTHORITY, IN ITS SOLE DISCRETION THAT THE TAKING
OF  SUCH  STOCK OR ASSETS WILL RESULT IN RATES LESS THAN THE RATES WHICH
WOULD  RESULT  FROM CONTINUED OPERATION BY SUCH DOWNSTATE UTILITY CORPO-
RATION.  NOTWITHSTANDING THE PROVISIONS OF THE EMINENT DOMAIN  PROCEDURE
LAW,  THE  PROVISIONS OF SUBDIVISIONS FIVE AND SIX OF THIS SECTION SHALL
APPLY TO THE ACQUISITION OF THE STOCK  OR  PROPERTY  OF  SUCH  DOWNSTATE
UTILITY CORPORATION BY THE POWER OF EMINENT DOMAIN, PROVIDED HOWEVER, TO
THE  EXTENT  THE PROVISIONS HEREIN DO NOT SUPERSEDE OR CONFLICT WITH THE
PROVISIONS OF SUCH LAW THE PROVISIONS OF SUCH LAW SHALL APPLY.
  5. PROCEDURE FOR ACQUISITION OF A DOWNSTATE UTILITY CORPORATION STOCK.
(A) IN THE EVENT THE AUTHORITY DETERMINES TO  ACQUIRE  THE  STOCK  OF  A
DOWNSTATE  UTILITY  CORPORATION  BY THE EXERCISE OF THE POWER OF EMINENT
DOMAIN, HAVING FIRST ENTERED INTO NEGOTIATIONS WITH SUCH DOWNSTATE UTIL-
ITY CORPORATION FOR THE PURCHASE OF SUCH STOCK, THE AUTHORITY  NEED  NOT
HOLD ANY PUBLIC HEARING ON ITS INTENTION TO CONDEMN SUCH STOCK OR ON THE
QUESTION OF THE PUBLIC USE OF SUCH ACTION, SUCH FINDING HAVING BEEN MADE
BY THE LEGISLATURE HEREIN. THE AUTHORITY SHALL COMMENCE SUCH ACQUISITION
BY  SERVING  UPON SUCH DOWNSTATE UTILITY CORPORATION AND FILING WITH THE
COUNTY CLERK OF THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF  SUCH  DOWN-
STATE UTILITY CORPORATION IS LOCATED A NOTICE DESCRIBING THE STOCK BEING
ACQUIRED,  THE  VALUATION DATE, AS DETERMINED BY THE AUTHORITY, AND SUCH
ADDITIONAL INFORMATION AS THE AUTHORITY MAY REASONABLY DEEM NECESSARY TO
FACILITATE THE PROCESS OF CONDEMNATION AND  PAYMENT.  THE  NOTICE  SHALL
STATE  THAT  IT IS A NOTICE OF PENDENCY OF AN ACQUISITION PROCEEDING AND
THAT THE AUTHORITY WILL ELECT WHETHER OR NOT TO PAY THE AMOUNT  OF  SUCH
AWARD  WHEN  IT  HAS  BEEN  FINALLY DETERMINED. THE AUTHORITY ALSO SHALL
CAUSE A COPY OF SUCH NOTICE (I) TO BE SERVED  UPON  THE  STOCK  TRANSFER
AGENT OR AGENTS DESIGNATED BY SUCH DOWNSTATE UTILITY CORPORATION FOR THE
TRANSFER  AND  REGISTRATION  OF ITS STOCK AND (II) TO BE PUBLISHED IN AT
LEAST FIVE SUCCESSIVE ISSUES OF A DAILY  NEWSPAPER  OF  NATIONAL  CIRCU-
LATION.
  (B)  UPON  RECEIPT OF SUCH NOTICE, THE STOCK TRANSFER AGENT OR AGENTS,
AT THE EXPENSE OF THE AUTHORITY, SHALL FORTHWITH SERVE UPON EACH OF  THE
REGISTERED  OWNERS OF SUCH STOCK A COPY OF SUCH NOTICE. SERVICE SHALL BE
DEEMED SUFFICIENT IF MAILED BY  CERTIFIED  OR  REGISTERED  MAIL  TO  THE
ADDRESS OF EACH SUCH OWNER AS SHOWN ON A DOWNSTATE UTILITY CORPORATION'S
STOCK  TRANSFER  BOOKS.  SERVICE  OF  THE NOTICE UPON THE STOCK TRANSFER
AGENT OR AGENTS AND ITS PUBLICATION SHALL NOT BE JURISDICTIONAL  PREREQ-
UISITES  TO  THE  VALIDITY OF THE TAKING. FAILURE TO NOTIFY ANY OWNER OF
STOCK TO BE TAKEN WILL NOT INVALIDATE ANY PROCEEDINGS BROUGHT  HEREUNDER
OR ANY TITLE ACQUIRED BY THE AUTHORITY.
  (C)  UPON  FILING  OF  THE  NOTICE  DESCRIBED IN PARAGRAPH (A) OF THIS
SUBDIVISION, THE AUTHORITY SHALL PETITION A SPECIAL TERM OF THE  SUPREME
COURT  IN  THE  JUDICIAL DISTRICT IN WHICH SUCH DOWNSTATE UTILITY CORPO-
RATION HAS ITS PRINCIPAL OFFICE FOR THE ACQUISITION OF THE  STOCK.  SUCH
PETITION SHALL BE GENERALLY IN THE FORM PRESCRIBED BY THE EMINENT DOMAIN
PROCEDURE LAW SO FAR AS CONSISTENT HEREWITH.
  (D)  THE SUPREME COURT IN THE DISTRICT IN WHICH SUCH DOWNSTATE UTILITY
CORPORATION HAS ITS PRINCIPAL OFFICE SHALL HAVE  EXCLUSIVE  JURISDICTION
TO  HEAR  AND DETERMINE ALL CLAIMS ARISING FROM THE ACQUISITION OF STOCK
BY THE EXERCISE OF THE POWER OF  EMINENT  DOMAIN  AND  SHALL  HEAR  SUCH
CLAIMS  WITHOUT  A JURY AND WITHOUT REFERRAL TO A REFEREE OR COMMISSION-
ERS.  NOTWITHSTANDING THE PROVISIONS OF SECTION NINE HUNDRED ONE OF  THE
CIVIL PRACTICE LAW AND RULES, UPON MOTION TO THE COURT BY THE AUTHORITY,
THE  CONDEMNATION PROCEEDING FOR THE ACQUISITION OF STOCK SHALL BE MAIN-

S. 7273                            10

TAINED AS A CLASS ACTION, PURSUANT TO REMAINING  PROVISIONS  OF  ARTICLE
NINE  OF  THE  CIVIL PRACTICE LAW AND RULES, AND THE OWNERS OF THE STOCK
SHALL BE DEEMED A DEFENDANT CLASS ON THE BASIS OF THE FOLLOWING  EXPRESS
LEGISLATIVE FINDINGS:
  (I) THE CLASS OF SUCH DOWNSTATE UTILITY CORPORATION STOCK OWNERS IS SO
NUMEROUS THAT JOINDER OF ALL MEMBERS IS IMPRACTICABLE;
  (II)  THE  ISSUE  OF  VALUATION  OF SUCH DOWNSTATE UTILITY CORPORATION
STOCK IS COMMON TO ALL SUCH DOWNSTATE UTILITY CORPORATION  STOCK  OWNERS
AND  THERE  ARE  QUESTIONS  OF LAW OR FACT COMMON TO THE MEMBERS OF SUCH
CLASS WHICH PREDOMINATE OVER ANY  QUESTIONS  AFFECTING  ONLY  INDIVIDUAL
MEMBERS;
  (III)  THE  CLAIMS OR DEFENSES, IF ANY, OF ANY REPRESENTATIVE OWNER OF
SUCH DOWNSTATE UTILITY CORPORATION STOCK TO ACQUISITION THEREOF  BY  THE
AUTHORITY ARE TYPICAL OF THE CLAIMS OR DEFENSES OF THE CLASS;
  (IV)  THERE  ARE REPRESENTATIVE PARTIES WHO WILL FAIRLY AND ADEQUATELY
PROTECT THE INTERESTS OF THE CLASS; AND
  (V) THE PROSECUTION OF  SEPARATE  ACTIONS  BY  OR  AGAINST  INDIVIDUAL
MEMBERS  OF  THE  CLASS  WOULD  CREATE A RISK OF INCONSISTENT OR VARYING
ADJUDICATIONS WITH RESPECT TO THE ISSUE OF VALUATION  AND  OTHER  ISSUES
COMMON TO THE CLASS.
  (E)  THE  PROCEDURE  FOR DETERMINING JUST COMPENSATION SHALL BE IN THE
MANNER PRESCRIBED BY THE EMINENT DOMAIN PROCEDURE  LAW,  EXCEPT  TO  THE
EXTENT SUCH PROCEDURE IS INCONSISTENT WITH THE PROVISIONS OF THIS TITLE,
IN WHICH CASE THE PROVISIONS OF THIS TITLE SHALL CONTROL.
  (F)  UPON  THE ENTRY OF AN AWARD FINALLY DETERMINING JUST COMPENSATION
FOR THE STOCK, THE AUTHORITY SHALL HAVE  SIXTY  DAYS  AFTER  RECEIPT  OF
NOTICE  OF ENTRY OF SUCH AWARD WITHIN WHICH TO ELECT TO PROCEED WITH THE
TAKING OR TO ABANDON SUCH ACQUISITION AS PROVIDED IN SUBDIVISION NINE OF
THIS SUBDIVISION.   NOTICE OF SUCH  ELECTION  SHALL  BE  SERVED  BY  THE
AUTHORITY  AND  BY  THE  STOCK TRANSFER AGENT IN THE MANNER DESCRIBED IN
PARAGRAPH (A) OF THIS SUBDIVISION. IF THE AUTHORITY  ELECTS  TO  PROCEED
WITH  THE  ACQUISITION, IT SHALL DEPOSIT WITH THE SUPREME COURT IN WHICH
THE CONDEMNATION PROCEEDING WAS HELD AN AMOUNT EQUAL TO THE AWARD WITHIN
ONE HUNDRED EIGHTY DAYS AFTER RECEIPT BY  THE  AUTHORITY  OF  NOTICE  OF
ENTRY  OF  SUCH  AWARD.  UPON  THE MAKING OF SUCH DEPOSIT, THE AUTHORITY
SHALL NOTIFY SUCH DOWNSTATE UTILITY CORPORATION'S STOCK  TRANSFER  AGENT
IN  WRITING  OF  SUCH  DEPOSIT. THE SUM SO DEPOSITED SHALL BE APPLIED AS
PROVIDED IN THE EMINENT DOMAIN PROCEDURE LAW. UPON MAKING  SUCH  DEPOSIT
AND  GIVING  SUCH NOTICE TO THE STOCK TRANSFER AGENT, TITLE TO ALL STOCK
DESCRIBED IN THE NOTICE OF TAKING SHALL IMMEDIATELY VEST IN THE AUTHORI-
TY AND THE AUTHORITY SHALL HAVE THE  IMMEDIATE  RIGHT  THERETO.  IN  THE
EVENT THE AUTHORITY ELECTS TO ABANDON THE ACQUISITION, THE PROVISIONS OF
SUBDIVISION NINE OF THIS SECTION SHALL APPLY.
  (G)  IT  SHALL BE A CONDITION PRECEDENT TO THE PAYMENT OF COMPENSATION
FOR ANY SUCH SECURITIES THAT  SUCH  SECURITIES  BE  SURRENDERED  TO  THE
SUPREME  COURT  OR  TO  SUCH  OTHER ENTITY, INCLUDING THE ISSUER'S STOCK
TRANSFER AGENT, AS THE SUPREME COURT MAY DIRECT.
  6. PROCEDURE  FOR  ACQUISITION  OF  A  DOWNSTATE  UTILITY  CORPORATION
ASSETS.  (A)  IF  THE AUTHORITY SHALL FIND IT NECESSARY OR CONVENIENT TO
ACQUIRE ANY REAL OR PERSONAL PROPERTY OF SUCH DOWNSTATE  UTILITY  CORPO-
RATION, OTHER THAN SECURITIES, WHETHER FOR IMMEDIATE OR FUTURE USE, THEN
THE  AUTHORITY  NEED  NOT  DETERMINE  THAT SUCH PROPERTY IS REQUIRED FOR
PUBLIC USE, SINCE THE LEGISLATURE ALREADY HAS MADE SUCH DETERMINATION IN
THIS TITLE WHICH DETERMINATION SHALL BE BINDING FOR  ALL  PURPOSES.  THE
AUTHORITY  NEED  NOT PUBLISH ANY NOTICE OF ITS INTENTION TO ACQUIRE SUCH

S. 7273                            11

PROPERTY OR HOLD ANY PUBLIC HEARING  WITH  RESPECT  THERETO  OR  TO  THE
PUBLIC USE OF SUCH ACTION.
  (B) WHEN ANY REAL PROPERTY OF SUCH DOWNSTATE UTILITY CORPORATION WITH-
IN  THIS  STATE IS SOUGHT TO BE ACQUIRED BY THE EXERCISE OF THE POWER OF
EMINENT DOMAIN, AND AFTER THE AUTHORITY SHALL HAVE ENTERED INTO  NEGOTI-
ATIONS  WITH SUCH DOWNSTATE UTILITY CORPORATION FOR THE PURCHASE OF SUCH
PROPERTY, THE AUTHORITY SHALL CAUSE A SURVEY AND MAP TO BE MADE  THEREOF
AND SHALL CAUSE SUCH SURVEY AND MAP TO BE FILED IN ITS OFFICE AND IN THE
OFFICE  OF  THE  COUNTY  CLERK  IN WHICH SUCH PROPERTY IS LOCATED. THERE
SHALL BE ANNEXED TO SUCH SURVEY AND MAP A CERTIFICATE  EXECUTED  BY  THE
CHIEF ENGINEER OF THE AUTHORITY, OR BY SUCH OTHER OFFICER OR EMPLOYEE AS
MAY BE DESIGNATED BY THE BOARD OF TRUSTEES, STATING THAT THE PROPERTY OR
INTEREST  THEREIN  DESCRIBED IN SUCH SURVEY AND MAP IS NECESSARY FOR ITS
PURPOSES.
  (C) UPON FILING SUCH SURVEY AND MAP, THE AUTHORITY  SHALL  PETITION  A
SPECIAL  TERM OF THE SUPREME COURT IN THE JUDICIAL DISTRICT IN WHICH THE
PROPERTY IS LOCATED FOR THE ACQUISITION OF  SUCH  PROPERTY  OR  INTEREST
THEREIN.  SUCH  PETITION SHALL DESCRIBE THE PROPERTY BEING ACQUIRED, THE
VALUATION DATE, AS DETERMINED BY  THE  AUTHORITY,  AND  SUCH  ADDITIONAL
INFORMATION AS THE AUTHORITY MAY REASONABLY DEEM NECESSARY TO FACILITATE
THE  PROCESS  OF CONDEMNATION AND PAYMENT. THE PETITION SHALL STATE THAT
THE AUTHORITY WILL ELECT WHETHER OR NOT TO PAY THE AMOUNT OF SUCH  AWARD
WHEN  IT  HAS BEEN FINALLY DETERMINED. IN ALL OTHER RESPECTS, SUCH PETI-
TION SHALL BE GENERALLY IN THE FORM PRESCRIBED  BY  THE  EMINENT  DOMAIN
PROCEDURE  LAW,  SO  FAR AS CONSISTENT HEREWITH. SUCH PETITION, TOGETHER
WITH A NOTICE OF PENDENCY OF THE  PROCEEDING,  SHALL  BE  FILED  IN  THE
OFFICE  OF  THE  COUNTY  CLERK  OF  THE  COUNTY IN WHICH THE PROPERTY IS
LOCATED AND SHALL BE INDEXED AND RECORDED AS PROVIDED BY LAW. A COPY  OF
SUCH  PETITION,  TOGETHER  WITH  A NOTICE OF THE PRESENTATION THEREOF TO
SUCH SPECIAL TERM OF THE SUPREME COURT, SHALL BE SERVED UPON THE  OWNERS
OF  SUCH  PROPERTY  AS PROVIDED IN THE EMINENT DOMAIN PROCEDURE LAW. THE
AUTHORITY MAY CAUSE A DUPLICATE ORIGINAL AFFIDAVIT OF THE SERVICE THERE-
OF TO BE RECORDED IN THE BOOKS USED FOR RECORDING DEEDS IN THE OFFICE OF
THE COUNTY CLERK OF THE COUNTY IN WHICH THE PROPERTY DESCRIBED  IN  SUCH
NOTICE  IS  LOCATED,  AND THE RECORDING OF SUCH AFFIDAVIT SHALL BE PRIMA
FACIE EVIDENCE OF DUE SERVICE THEREOF.
  (D) SUBSEQUENT PROCEEDINGS SHALL BE CONDUCTED GENERALLY IN THE  MANNER
PRESCRIBED  BY THE EMINENT DOMAIN PROCEDURE LAW EXCEPT TO THE EXTENT THE
PROVISIONS THEREOF ARE INCONSISTENT WITH THE PROVISIONS OF  THIS  TITLE,
IN WHICH CASE THE PROVISIONS OF THIS TITLE SHALL CONTROL.
  (E)  IN  ANY PROCEEDING INVOLVING THE VALUATION OF A DOWNSTATE UTILITY
CORPORATION'S PROPERTY TAKEN BY THE AUTHORITY, THE SUPREME  COURT  SHALL
ASCERTAIN  AND  DETERMINE JUST COMPENSATION FOR THE PROPERTY TAKEN AS OF
THE VALUATION DATE, GIVING DUE CONSIDERATION TO THE APPLICABLE  FINDINGS
AND  DETERMINATIONS  OF THE LEGISLATURE SET FORTH IN SUBDIVISION OF THIS
SECTION.
  (F) SHOULD A DOWNSTATE UTILITY CORPORATION'S PROPERTY BE TAKEN BY  THE
EXERCISE  OF  THE  POWER OF EMINENT DOMAIN AND IF SUCH DOWNSTATE UTILITY
CORPORATION SHALL HAVE AGREED UPON THE COMPENSATION TO BE PAID  THEREFOR
IN  SETTLEMENT OF THE PROCEEDING, IF, SUCH DOWNSTATE UTILITY CORPORATION
SHALL BE ENTITLED TO PAYMENT OF THE AGREED OR AWARDED COMPENSATION WITH-
IN ONE HUNDRED EIGHTY DAYS AFTER THE DATE  OF  THE  AGREEMENT  UPON  THE
AMOUNT  OF  THE COMPENSATION OR OF THE ENTRY OF THE AWARD, TOGETHER WITH
INTEREST UPON THE AMOUNT OF SUCH COMPENSATION FROM THE TIME OF  ACQUISI-
TION  THEREOF  BY  THE  AUTHORITY TO THE DATE OF PAYMENT OF SUCH COMPEN-
SATION; BUT SUCH INTEREST SHALL CEASE UPON THE SERVICE BY THE AUTHORITY,

S. 7273                            12

UPON THE PERSON OR CORPORATION ENTITLED  THERETO,  OF  A  FIFTEEN  DAYS'
NOTICE THAT THE AUTHORITY IS READY AND WILLING TO PAY THE AMOUNT OF SUCH
COMPENSATION  UPON  THE PRESENTATION OF PROPER PROOFS AND VOUCHERS. SUCH
NOTICE  SHALL BE SERVED PERSONALLY OR BY REGISTERED MAIL AND PUBLICATION
THEREOF SHALL BE MADE AT LEAST ONCE A WEEK FOR THREE SUCCESSIVE WEEKS IN
A DAILY NEWSPAPER OF GENERAL CIRCULATION IN THE  COUNTY  IN  WHICH  SUCH
PROPERTY OR ANY PART THEREOF IS LOCATED.
  (G)  UPON  THE ENTRY OF AN AWARD FINALLY DETERMINING JUST COMPENSATION
FOR THE PROPERTY OF SUCH DOWNSTATE UTILITY  CORPORATION,  THE  AUTHORITY
SHALL  HAVE  SIXTY  DAYS  AFTER RECEIPT OF NOTICE OF ENTRY OF SUCH AWARD
WITHIN WHICH TO ELECT TO PROCEED WITH THE  TAKING  OR  TO  ABANDON  SUCH
ACQUISITION  AS  PROVIDED IN SUBDIVISION NINE OF THIS SECTION. NOTICE OF
SUCH ELECTION SHALL BE SERVED BY THE AUTHORITY ON  THE  OWNERS  OF  SUCH
PROPERTY  IN  THE MANNER DESCRIBED IN PARAGRAPH (C) OF THIS SUBDIVISION.
IF THE AUTHORITY ELECTS TO PROCEED WITH THE ACQUISITION, IT SHALL DEPOS-
IT WITH THE SUPREME COURT IN WHICH THE CONDEMNATION PROCEEDING WAS  HELD
AN  AMOUNT  EQUAL  TO  THE  AWARD  WITHIN  ONE HUNDRED EIGHTY DAYS AFTER
RECEIPT BY THE AUTHORITY OF NOTICE OF ENTRY  OF  SUCH  AWARD.  UPON  THE
MAKING OF SUCH DEPOSIT, THE AUTHORITY SHALL NOTIFY SUCH DOWNSTATE UTILI-
TY  CORPORATION  IN WRITING OF SUCH DEPOSIT.  THE SUM SO DEPOSITED SHALL
BE APPLIED AS PROVIDED IN THE EMINENT DOMAIN PROCEDURE LAW. UPON  MAKING
SUCH  DEPOSIT  AND  GIVING  SUCH NOTICE TO SUCH DOWNSTATE UTILITY CORPO-
RATION, TITLE TO ALL PROPERTY DESCRIBED IN THE NOTICE  OF  TAKING  SHALL
IMMEDIATELY VEST IN THE AUTHORITY AND THE AUTHORITY SHALL HAVE THE IMME-
DIATE  RIGHT  THERETO.  THE ORDER SETTING FORTH THE AWARD, TOGETHER WITH
EVIDENCE FROM THE CLERK OF THE COURT OF RECEIPT OF  THE  AMOUNT  OF  THE
AWARD, SHALL BE FILED IN THE OFFICE OF THE COUNTY CLERK OF THE COUNTY IN
WHICH  THE  PROPERTY IS LOCATED AND SHALL BE INDEXED AND RECORDED IN THE
SAME MANNER AS A NOTICE OF PENDENCY UNDER THE EMINENT  DOMAIN  PROCEDURE
LAW.  THE  OWNER  OR PERSON IN POSSESSION OF SUCH PROPERTY SHALL DELIVER
POSSESSION THEREOF TO THE AUTHORITY UPON DEMAND, AND IN CASE  POSSESSION
IS  NOT  DELIVERED  WHEN DEMANDED OR DEMAND IS NOT CONVENIENT BECAUSE OF
ABSENCE OF THE OWNER OR INABILITY TO LOCATE OR DETERMINE THE OWNER,  THE
AUTHORITY  MAY  APPLY TO THE COURT WITHOUT NOTICE FOR AN ORDER REQUIRING
THE SHERIFF TO PUT IT INTO POSSESSION OF SUCH  REAL  PROPERTY.  SUCH  AN
ORDER  SHALL  BE EXECUTED AS IF IT WERE AN EXECUTION FOR THE DELIVERY OF
THE POSSESSION OF THE PROPERTY. IN THE EVENT  THE  AUTHORITY  ELECTS  TO
ABANDON  THE  ACQUISITION,  THE  PROVISIONS  OF SUBDIVISION NINE OF THIS
SECTION SHALL APPLY.
  7. AT ANY TIME THE  AUTHORITY  AND  ITS  DULY  AUTHORIZED  AGENTS  AND
EMPLOYEES MAY, ON REASONABLE NOTICE AND DURING BUSINESS HOURS, (A) ENTER
UPON ANY REAL PROPERTY PROPOSED TO BE ACQUIRED FOR THE PURPOSE OF MAKING
THE  SURVEYS  OR MAPS MENTIONED IN THIS SECTION, OR OF MAKING SUCH OTHER
SURVEYS, INSPECTIONS OR EXAMINATIONS OF REAL AND PERSONAL  PROPERTY  AND
(B)  INSPECT  AND  MAKE COPIES OF THE BOOKS AND RECORDS OF THE ISSUER OF
SUCH SECURITIES, ALL AS THE AUTHORITY MAY DEEM NECESSARY  OR  CONVENIENT
FOR THE PURPOSES OF THIS TITLE.
  8.  UPON  THE  ACQUISITION OF ALL THE OUTSTANDING SHARES OF STOCK OF A
CORPORATE ISSUER REPRESENTING ALL THE VOTING RIGHTS AND EQUITY  THEREOF,
THE  AUTHORITY  SHALL  AS  SOON AS REASONABLY PRACTICABLE TAKE ALL STEPS
NECESSARY TO ENSURE THAT THE RIGHTS AND CLAIMS OF ALL THE HOLDERS OF ANY
OTHER STOCK AND DEBT SECURITIES AND ALL OTHER CREDITORS THEREOF  ARE  AS
SECURE AS THEY WERE IMMEDIATELY PRIOR TO THE ACQUISITION BY THE AUTHORI-
TY.  NOTHING  HEREIN SHALL PROHIBIT THE AUTHORITY FROM TAKING ANY APPRO-
PRIATE AND PRUDENT ACTION TO RENEGOTIATE AND RESTRUCTURE  SUCH  DEBT  OR
FROM  PURCHASING  THE PREFERRED STOCK AND DEBT SECURITIES ISSUED BY SUCH

S. 7273                            13

CORPORATION AT SUCH PRICES AS THE AUTHORITY MAY DETERMINE. THE AUTHORITY
MAY ALSO EXCHANGE ITS BONDS FOR ANY OUTSTANDING PREFERRED STOCK OR  DEBT
SECURITIES  WITH  THE  CONSENT OF THE HOLDERS OF SUCH PREFERRED STOCK OR
DEBT SECURITIES.
  9. IF THE AUTHORITY DETERMINES, IN ITS SOLE DISCRETION, THAT THE TOTAL
COST  OF  ACQUISITION  WILL RESULT IN RATES IN EXCESS OF THE RATES WHICH
WOULD RESULT FROM CONTINUED OPERATION BY SUCH DOWNSTATE  UTILITY  CORPO-
RATION,  THE AUTHORITY SHALL ABANDON THE ACQUISITION. IN SUCH EVENT, THE
AUTHORITY SHALL SERVE NOTICE OF SUCH ABANDONMENT (A) IN THE  CASE  OF  A
STOCK  ACQUISITION,  BY  CAUSING TO BE MAILED BY CERTIFIED OR REGISTERED
MAIL A COPY OF SUCH NOTICE TO EACH FORMER OWNER OF  STOCK  AS  SHOWN  ON
SUCH  DOWNSTATE  UTILITY  CORPORATION'S STOCK TRANSFER BOOKS IMMEDIATELY
PRIOR TO SUCH ACQUISITION AT THE ADDRESS SHOWN ON  SUCH  STOCK  TRANSFER
BOOKS  AND  BY CAUSING TO BE PUBLISHED A COPY OF SUCH NOTICE IN AT LEAST
FIVE SUCCESSIVE ISSUES OF A DAILY NEWSPAPER OF NATIONAL  CIRCULATION  OR
(B)  IN THE CASE OF AN ASSET ACQUISITION, IN THE SAME MANNER AS PROVIDED
FOR THE SERVICE OF A PETITION FOR ACQUISITION IN PARAGRAPH (C) OF SUBDI-
VISION SIX OF THIS SECTION.  IN ADDITION, IN THE CASE OF AN ASSET ACQUI-
SITION THE AUTHORITY SHALL FILE A COPY OF THE NOTICE OF ABANDONMENT WITH
THE COUNTY CLERK OF THE COUNTY IN WHICH IS  LOCATED  ANY  REAL  PROPERTY
THAT  WAS  TAKEN  AND  WITH  THE CLERK OF THE SUPREME COURT IN WHICH THE
PROCEEDING WAS INSTITUTED.
  10. THE PROVISIONS WITH RESPECT TO THE VALUATION OF STOCK AND PROPERTY
SET FORTH IN THIS SECTION SHALL APPLY ONLY TO STOCK  OR  PROPERTY  OF  A
DOWNSTATE  UTILITY  CORPORATION,  AS  THE  CASE  MAY BE, ACQUIRED BY THE
AUTHORITY BY THE EXERCISE OF THE POWER OF EMINENT DOMAIN.
  § 1022-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 TRUSTEES, TO BE
SELECTED IN ACCORDANCE WITH SUCH STANDARDS AS  THE  TRUSTEES  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 TRUSTEES 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 TRUSTEES 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  OR  HER  LEGALLY
AUTHORIZED  REPRESENTATIVES  ARE  AUTHORIZED  AND EMPOWERED FROM TIME TO
TIME TO EXAMINE THE ACCOUNTS AND BOOKS OF THE AUTHORITY,  INCLUDING  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

S. 7273                            14

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 TRUSTEES 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 TRUSTEES SHALL ADOPT INVESTMENT  GUIDELINES  AND  STANDARDS  TO
IMPLEMENT THE FOREGOING PROVISIONS OF THIS SECTION, WHICH GUIDELINES AND
STANDARDS  SHALL  BE REVIEWED ANNUALLY BY THE TRUSTEES AND SHALL BE MADE
AVAILABLE TO STATE AND MUNICIPAL OFFICIALS AND TO THE PUBLIC.
  § 1022-G. CONFLICTS OF INTEREST.  ELIGIBILITY  FOR  APPOINTMENT  AS  A
TRUSTEE,  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 TRUSTEE, 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  TRUSTEE, OFFICER OR EMPLOYEE HAVING SUCH INTEREST SHALL
NOT PARTICIPATE IN ANY ACTION BY THE  AUTHORITY  WITH  RESPECT  TO  SUCH
CONTRACT.
  2. NO TRUSTEE, 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 HOLD-
ING COMPANY OF ANY BANKING INSTITUTION IN WHICH THE FUNDS OF THE AUTHOR-
ITY ARE, OR ARE TO BE DEPOSITED, OR WHICH IS OR IS TO BE ACTING AS TRUS-
TEE  OR  PAYING AGENT UNDER ANY BOND OR NOTE RESOLUTION, TRUST INDENTURE
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 TRUSTEE, OFFICER OR EMPLOYEE OF THE AUTHORITY TO ACQUIRE AN
INTEREST IN THE SECURITIES OF THE AUTHORITY.
  § 1022-H. 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 TRUSTEES, SERVE ANY SUCH MUNICIPALITY
OR TERRITORY OR SELL ELECTRIC POWER TO PERSONS,  OR  PUBLIC  OR  PRIVATE
CORPORATIONS IN SUCH TERRITORY OR TO SUCH MUNICIPALITY.
  §  1022-I.  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 TRUSTEES AND SHALL BE  MADE  AVAILABLE  TO  THE  MUNICI-
PALITIES SERVED BY THE AUTHORITY 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
WITHIN  THE  SERVICE  AREA,  AND  WITH THE MAYORS AND SUPERVISORS OF THE
MUNICIPALITIES WITHIN THE SERVICE AREA AND SHALL BE  MADE  AVAILABLE  TO
THE MUNICIPALITIES SERVED BY THE AUTHORITY AND TO THE PUBLIC. NOTHING IN

S. 7273                            15

THIS  SECTION  SHALL  BE DEEMED TO EXEMPT THE AUTHORITY FROM ANY RULE OR
REGULATION, INCLUDING THE PUBLIC AUTHORITIES LAW.
  §  1022-J. 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  TRUSTEES  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
TRUSTEES 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.

S. 7273                            16

  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 TRUSTEES 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 ANY OTHER PROVISIONS OF THIS
TITLE;  AND  PROVIDED,  FURTHER, HOWEVER, THAT NOTHING CONTAINED IN THIS
TITLE SHALL BE DEEMED TO RESTRICT THE RIGHT OF THE STATE OR OF ANY MUNI-
CIPALITY TO AMEND, MODIFY OR OTHERWISE ALTER STATUTES, LOCAL LAWS, ORDI-
NANCES, 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 TITLE 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

S. 7273                            17

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 SERVICE
AREA. THE PREVAILING ELECTRIC RATE IN THE SERVICE AREA  SHALL  MEAN  THE
AVERAGE  OF  THE TOTAL RATES, FEES, AND CHARGES PAID BY FORMER CUSTOMERS
OF  THE  DOWNSTATE  UTILITY  CORPORATION  THAT  SERVED  SUCH  CUSTOMERS.
COMPLIANCE  WITH THE PREVAILING ELECTRIC RATES IN THE SERVICE AREA 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 TRUSTEES 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. 7273                            18

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 SECTION SHALL BE DEEMED TO ALLOW THE AUTHORITY TO
EXCEED ITS ONE HUNDRED TWENTY-FIVE MILLION DOLLAR AGGREGATE DEBT LIMIT.
  § 1022-K. 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 TITLE 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 AUTHORI-
TY.
  § 1022-L. 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.  NOTHING
CONTAINED  IN  THIS  TITLE  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

S. 7273                            19

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.
  §  1022-M.  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 TITLE 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.
  § 1022-N. 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 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

S. 7273                            20

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.
  §  1022-O. 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.
  §  1022-P.  LIMITATION OF LIABILITY; INDEMNIFICATION. 1. THE TRUSTEES,
OFFICERS AND EMPLOYEES OF THE AUTHORITY, WHILE ACTING WITHIN  THE  SCOPE
OF  THEIR  AUTHORITY  AS  TRUSTEES,  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 TRUSTEES, 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 TRUSTEES, 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 DETERMI-
NATIONS 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  "TRUSTEE", "OFFICER" AND
"EMPLOYEE" SHALL INCLUDE A FORMER TRUSTEE, OFFICER OR EMPLOYEE  AND  HIS
OR HER ESTATE OR JUDICIALLY APPOINTED PERSONAL REPRESENTATIVE.
  4. NOTHING IN THIS SECTION SHALL LIMIT THE OBLIGATIONS OF A "TRUSTEE",
"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  TRUSTEE,  OFFICER  OR
EMPLOYEE  IS,  OR  WAS, UNDER A DUTY TO ACT FOR THE AUTHORITY OR SUBSID-
IARY, OR BOTH, AS THE CASE MAY BE, IN COMPLYING WITH ANY REQUIREMENT  OF
ARTICLE  TWENTY-EIGHT OR RELATED PROVISION OF ARTICLE TWENTY-NINE OF THE
TAX LAW.
  § 1022-Q. 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.
  § 1022-R. 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-

S. 7273                            21

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.
  § 1022-S. PERIODIC REVIEW BY LEGISLATURE. BEGINNING IN  THE  YEAR  TWO
THOUSAND  TWENTY,  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 AUTHORITY,
AND THE AUTHORITY SHALL PROVIDE SUCH RECORDS, REPORTS AND  TESTIMONY  AS
THE LEGISLATURE MAY REQUEST TO ASSIST IN THE CONDUCT OF THIS REVIEW.
  §  1022-T.  SEVERABILITY.  THE PROVISIONS OF THIS TITLE ARE SEVERABLE,
AND IF ANY CLAUSE, SENTENCE, PARAGRAPH, SECTION 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  UNEN-
FORCEABLE,  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.
  §  2.  Subdivision  1  of  section 51 of the public authorities law is
amended by adding a new paragraph o to read as follows:
  O. DOWNSTATE NEW YORK POWER AUTHORITY
  § 3. This act shall take effect on the one hundred eightieth day after
it shall have become a law. Effective immediately, the addition,  amend-
ment and/or repeal of any rule or regulation necessary for the implemen-
tation  of  this act on its effective date are authorized to be made and
completed on or before such effective date.