S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   1978
 
                        2021-2022 Regular Sessions
 
                             I N  S E N A T E
 
                             January 16, 2021
                                ___________
 
 Introduced  by  Sens. JACKSON, GIANARIS, MYRIE, SALAZAR, SANDERS -- read
   twice and ordered printed, and when printed to  be  committed  to  the
   Committee on Energy and Telecommunications
 
 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.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD02306-01-1

 S. 1978                             2
 
         1022-P. LIMITATION OF LIABILITY; INDEMNIFICATION.
         1022-Q. WEBSITE.
         1022-R. PREVAILING WAGE.
         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,

 S. 1978                             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.
   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-TWO, AND THE TRUSTEES SO ELECTED SHALL  TAKE  OFFICE  ON
 JANUARY  FIRST,  TWO THOUSAND TWENTY-THREE. AT SUCH ELECTION THREE TRUS-
 TEES 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-TWO  AND  EACH
 SUBSEQUENT  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 TRUSTEES 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  READJUST-
 MENT OF SUCH DISTRICTS. NO POLITICAL PARTY SHALL BE ENTITLED TO NOMINATE
 CANDIDATES FOR THE OFFICE OF TRUSTEE AT ANY SUCH ELECTION.

 S. 1978                             4
 
   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-
 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

 S. 1978                             5
 
 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
 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;

 S. 1978                             6
 
   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, 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

 S. 1978                             7
 
 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
 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-

 S. 1978                             8
 
 SATION  PAYABLE FOR SUCH ASSETS, THERE SHALL BE TAKEN INTO CONSIDERATION
 THE CAPITALIZATION OF  SUCH  DOWNSTATE  UTILITY  CORPORATION'S  EXPECTED
 FUTURE EARNINGS.
   (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.

 S. 1978                             9

   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
 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

 S. 1978                            10
 
 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-
 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

 S. 1978                            11

 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
 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

 S. 1978                            12
 
 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,
 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-

 S. 1978                            13
 
 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
 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

 S. 1978                            14
 
 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 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

 S. 1978                            15
 
 MUNICIPALITIES  WITHIN  THE  SERVICE AREA AND SHALL BE MADE AVAILABLE TO
 THE MUNICIPALITIES SERVED BY THE AUTHORITY AND TO THE PUBLIC. NOTHING IN
 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

 S. 1978                            16
 
 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 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

 S. 1978                            17
 
   (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 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

 S. 1978                            18
 
 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 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

 S. 1978                            19
 
 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.
   § 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.

 S. 1978                            20
 
   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.
   §  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.

 S. 1978                            21

   § 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-
 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-TWO, 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.