S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   10332
 
                           I N  A S S E M B L Y
 
                               May 17, 2024
                                ___________
 
 Introduced  by  COMMITTEE  ON RULES -- (at request of M. of A. Shrestha,
   Gallagher, Mamdani) -- read once and  referred  to  the  Committee  on
   Corporations, Authorities and Commissions
 
 AN  ACT to amend the public authorities law, in relation to establishing
   the Hudson Valley power authority, and providing for  its  powers  and
   duties;  to  amend  the public authorities law, in relation to the New
   York power authority; and to amend the not-for-profit corporation law,
   in relation to establishing energy observatory corporations
 
   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
                       HUDSON VALLEY POWER AUTHORITY
 SECTION 1022.   SHORT TITLE.
         1022-A. DEFINITIONS.
         1022-B. HUDSON VALLEY POWER AUTHORITY.
         1022-C. HUDSON VALLEY POWER AUTHORITY SERVICE AREA; EXTENSION OF
                   SERVICE AREA.
         1022-D. POWERS AND DUTIES OF THE AUTHORITY.
         1022-E. POWERS TO PROVIDE AND MAINTAIN GENERATING,  TRANSMISSION
                   AND RESOURCE RECOVERY WASTE TO ENERGY FACILITIES.
         1022-F. RATE-SETTING PROCEDURES.
         1022-G. CLIMATE  LEADERSHIP AND COMMUNITY PROTECTION ACT COMMIT-
                   MENT.
         1022-H. ACQUISITION OF PROPERTY, INCLUDING THE EXERCISE  OF  THE
                   POWER OF EMINENT DOMAIN.
         1022-I. SUBSIDIARIES.
         1022-J. DEPOSIT AND INVESTMENT OF MONEYS OF THE AUTHORITY.
         1022-K. CONFLICTS OF INTEREST.
         1022-L. SALE OF SURPLUS POWER.
         1022-M. AUDIT AND ANNUAL REPORTS.
         1022-N. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY.

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD15282-02-4
              

 A. 10332                            2
 
         1022-O. STATE AND MUNICIPALITIES NOT LIABLE ON BONDS OR NOTES OR
                   OTHER OBLIGATIONS.
         1022-P. AGREEMENT OF THE STATE.
         1022-Q. EXEMPTION OF THE AUTHORITY FROM TAXATION.
         1022-R. ACTIONS AGAINST THE AUTHORITY.
         1022-S. EQUAL EMPLOYMENT OPPORTUNITY.
         1022-T. LIMITATION OF LIABILITY; INDEMNIFICATION.
         1022-U. PUBLIC  SERVICE  LAW  GENERALLY  NOT  APPLICABLE  TO THE
                   AUTHORITY; INCONSISTENT PROVISIONS  IN  CERTAIN  OTHER
                   ACTS SUPERSEDED.
         1022-V. AUTHORITY SUBJECT TO CERTAIN PROVISIONS CONTAINED IN THE
                   STATE  FINANCE LAW, THE PUBLIC SERVICE LAW, THE SOCIAL
                   SERVICES LAW AND THE GENERAL MUNICIPAL LAW.
         1022-W. WEBSITE.
         1022-X. PERIODIC REVIEW BY THE LEGISLATURE.
         1022-Y. HUDSON VALLEY POWER AUTHORITY OBSERVATORY.
         1022-Z. SEVERABILITY.
   § 1022. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND MAY BE CITED AS THE
 "HUDSON VALLEY POWER AUTHORITY ACT" OR THE HVPA 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 HUDSON  VALLEY  POWER  AUTHORITY  ACT,  BEING  THIS
 TITLE.
   3.  "AUTHORITY" MEANS THE HUDSON VALLEY POWER AUTHORITY ESTABLISHED BY
 SECTION ONE THOUSAND TWENTY-TWO-B OF THIS TITLE.
   4. "COMMISSION" MEANS THE PUBLIC SERVICE COMMISSION.
   5. "COMPTROLLER" MEANS THE STATE COMPTROLLER.
   6. "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 SERVICE AREA. THIS  SHALL  NOT  INCLUDE
 ANY MUNICIPALITY THAT PROVIDES GAS OR ELECTRIC SERVICE.
   7.  "FEDERAL  GOVERNMENT"  MEANS  THE UNITED STATES OF AMERICA AND ANY
 AGENCY OR INSTRUMENTALITY, CORPORATE OR OTHERWISE, OF THE UNITED  STATES
 OF AMERICA.
   8.  "FINAL  DETERMINATION"  OR  "FINALLY  DETERMINED" MEANS A JUDICIAL
 DECISION (A) BY THE HIGHEST COURT OF COMPETENT JURISDICTION, OR (B) BY A
 COURT OF COMPETENT JURISDICTION FROM WHICH NO APPEAL HAS BEEN TAKEN  AND
 THE TIME WITHIN WHICH TO APPEAL HAS EXPIRED.
   9.  "MUNICIPALITY"  MEANS  ANY  COUNTY, CITY, TOWN, VILLAGE, MUNICIPAL
 CORPORATION, SCHOOL DISTRICT  OR  OTHER  POLITICAL  SUBDIVISION  OF  THE
 STATE,  INCLUDING  ANY  AGENCY,  AUTHORITY  OR PUBLIC CORPORATION OF THE
 STATE OR ANY OF THE FOREGOING, OR ANY COMBINATION  THEREOF,  OTHER  THAN
 THE AUTHORITY.
   10.  "PROPERTY"  MEANS THE POWER 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-
 A. 10332                            3
 
 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.
   11.  "REVENUES"  MEANS  ALL  RATES, RENTS, FEES, CHARGES, PAYMENTS AND
 OTHER INCOME AND RECEIPTS DERIVED BY THE AUTHORITY FROM THE OPERATION OF
 THE PROPERTIES OF THE AUTHORITY OTHER THAN THE PROCEEDS OF THE SALES  OF
 ITS  SECURITIES,  INCLUDING, BUT NOT LIMITED TO, INVESTMENT PROCEEDS AND
 PROCEEDS OF INSURANCE, CONDEMNATION, AND SALES OR OTHER  DISPOSITION  OF
 ASSETS, TOGETHER WITH ALL FEDERAL, STATE OR MUNICIPAL AID.
   12.  "SECURITY" MEANS ANY BOND, NOTE OR OTHER OBLIGATION ISSUED BY THE
 AUTHORITY.
   13. "STATE" MEANS THE STATE OF NEW YORK.
   14. "STATE AGENCY" MEANS ANY  BOARD,  AUTHORITY,  AGENCY,  DEPARTMENT,
 COMMISSION,  PUBLIC  CORPORATION, BODY POLITIC OR INSTRUMENTALITY OF THE
 STATE.
   15. "TRUSTEES" MEANS THE BOARD OF TRUSTEES OF THE AUTHORITY.
   16. "RELEVANT SECTORS" REFERS TO THE SECTORS THAT THE HVPA  WILL  NEED
 EXPERTISE  FROM IN ORDER TO SUCCEED. THEY INCLUDE ENVIRONMENTAL JUSTICE,
 CONSUMER PROTECTION, INDIGENOUS NATION RIGHTS, COMMUNITY RENEWABLE ENER-
 GY, ELECTRIFICATION,  ENERGY  EFFICIENCY,  WORKPLACE  ISSUES  AND  LOCAL
 GOVERNMENT.
   § 1022-B. HUDSON VALLEY POWER AUTHORITY. 1. A CORPORATION KNOWN AS THE
 HUDSON VALLEY POWER AUTHORITY IS HEREBY ESTABLISHED AND CHARGED WITH THE
 DUTIES AND HAVING THE POWERS PROVIDED IN THIS TITLE. THE AUTHORITY SHALL
 BE A STATE AUTHORITY, A BODY CORPORATE AND POLITIC CONSTITUTING A PUBLIC
 BENEFIT  CORPORATION,  A  POLITICAL SUBDIVISION OF THE STATE, EXERCISING
 GOVERNMENTAL AND PUBLIC POWERS, PERPETUAL IN DURATION, CAPABLE OF  SUING
 AND  BEING  SUED  AND HAVING A SEAL, AND WHICH SHALL HAVE THE POWERS AND
 DUTIES ENUMERATED IN THIS TITLE, TOGETHER WITH SUCH  OTHERS  AS  MAY  BE
 CONFERRED UPON IT BY LAW. THE AUTHORITY IS NOT CREATED OR ORGANIZED, AND
 ITS  OPERATIONS  SHALL  NOT  BE  CONDUCTED,  FOR THE PURPOSE OF MAKING A
 PROFIT. NO PART OF THE REVENUES OR ASSETS OF THE AUTHORITY  SHALL  INURE
 TO THE BENEFIT OF OR BE DISTRIBUTABLE TO ITS TRUSTEES OR OFFICERS OR ANY
 OTHER  PRIVATE  PERSONS,  EXCEPT  AS HEREIN PROVIDED FOR ACTUAL SERVICES
 RENDERED.
   2. THE BOARD OF THE AUTHORITY SHALL CONSIST OF NINE  TRUSTEES  ALL  OF
 WHOM  SHALL  BE  RESIDENTS  OF  THE  SERVICE  AREA, TWO OF WHOM SHALL BE
 APPOINTED BY THE GOVERNOR (TRUSTEES ONE AND TWO), ONE OF WHOM THE GOVER-
 NOR SHALL DESIGNATE AS CHAIR, TWO OF WHOM  SHALL  BE  APPOINTED  BY  THE
 TEMPORARY  PRESIDENT  OF  THE  SENATE  AFTER CONSULTATION WITH THE STATE
 SENATOR OR SENATORS REPRESENTING THE HVPA SERVICE AREA  (TRUSTEES  THREE
 AND FOUR), TWO OF WHOM SHALL BE APPOINTED BY THE SPEAKER OF THE ASSEMBLY
 AFTER  CONSULTATION WITH THE STATE ASSEMBLY MEMBER OR MEMBERS REPRESENT-
 ING THE HVPA SERVICE AREA (TRUSTEES FIVE AND SIX), ONE OF WHOM SHALL  BE
 THE  HVPA OBSERVATORY GOVERNING BOARD CHAIR (TRUSTEE SEVEN), ONE OF WHOM
 SHALL BE APPOINTED BY THE  HVPA  OBSERVATORY  GOVERNING  BOARD  (TRUSTEE
 EIGHT),  AND  ONE  OF WHOM SHALL BE THE BUSINESS MANAGER OF THE INTERNA-
 TIONAL BROTHERHOOD OF ELECTRICAL WORKERS 320 REPRESENTING THE  FRONTLINE
 WORKERS OF THE HVPA (TRUSTEE NINE). APPOINTED TRUSTEES SHALL HAVE EXPER-
 TISE  IN  ONE  OF THE RELEVANT SECTORS MENTIONED IN SECTION ONE THOUSAND
 TWENTY-TWO-A OF THIS ARTICLE. TRUSTEES SHALL SERVE  STAGGERED  FIVE-YEAR
 TERMS,  EXCEPT  DURING THE FIRST TERM OF APPOINTMENTS UPON THE EFFECTIVE
 A. 10332                            4
 
 DATE OF THE CHAPTER OF THE LAWS OF TWO THOUSAND TWENTY-FOUR  THAT  ADDED
 THIS  SECTION. TRUSTEES THREE AND FIVE SHALL BE APPOINTED FOR TWO YEARS,
 TRUSTEES SEVEN AND NINE SHALL BE APPOINTED FOR THREE YEARS, TRUSTEES ONE
 AND EIGHT SHALL BE APPOINTED FOR FOUR YEARS, TRUSTEES TWO, FOUR, AND SIX
 SHALL  BE  APPOINTED  FOR  FIVE  YEARS.  THIS  WILL  ALLOW FOR STAGGERED
 APPOINTMENTS OF AT LEAST TWO MEMBERS EACH YEAR  AFTER  THE  FIRST  YEAR,
 THUS ENSURING A DEGREE OF CONTINUITY OF COMMITTEE MEMBERSHIP.
   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 FROM TIME TO TIME SHALL HIRE,  WITHOUT  REGARD  TO
 ANY  PERSONNEL  OR  CIVIL  SERVICE LAW, RULE OR REGULATION OF THE STATE,
 SUCH OFFICERS AND EMPLOYEES, INCLUDING A  CHIEF  EXECUTIVE  OFFICER  AND
 SUCH  ENGINEERING, MANAGEMENT AND LEGAL OFFICERS, AND OTHER PROFESSIONAL
 EMPLOYEES,  INCLUDING  BUT  NOT   LIMITED   TO   ACCOUNTING,   PLANNING,
 CONSTRUCTION,   MARKETING,   FINANCE,  APPRAISAL,  BANKING  AND  TRUSTEE
 SERVICES, TRANSMISSION AND DISTRIBUTION, ENERGY MANAGEMENT,  INFORMATION
 TECHNOLOGY,  CYBER SECURITY, POWER SUPPLY, HUMAN RESOURCES, PROCUREMENT,
 TREASURY, ENERGY EFFICIENCY, CUSTOMER SERVICE  AND  ANY  OTHER  AREA  OF
 UTILITY  OPERATIONS  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) ANY SUCH EMPLOYEES HIRED, LEASED, OR  OTHERWISE  RETAINED  BY  THE
 AUTHORITY  OR ANY OF ITS SUBSIDIARIES AS A CONSEQUENCE OF AN ACQUISITION
 OF ALL THE MEMBERSHIP INTERESTS IN, OR ASSETS OF, THE CENTRAL HUDSON GAS
 AND ELECTRIC CORPORATION (HEREINAFTER, "CENTRAL HUDSON"), OR ANY AUTHOR-
 ITY SUBSIDIARY SHALL BE HIRED SUBJECT TO, AND BE ENTITLED TO, ALL APPLI-
 CABLE PROVISIONS OF (I) ANY EXISTING CONTRACT OR  CONTRACTS  WITH  LABOR
 UNIONS  REPRESENTING  CENTRAL  HUDSON  EMPLOYEES,  AND (II) ALL EXISTING
 PENSION, RETIREMENT,  OR  OTHER  BENEFITS  PROVIDED  TO  CENTRAL  HUDSON
 EMPLOYEES  UNDER  ANY  EXISTING  COLLECTIVE BARGAINING AGREEMENT.   SUCH
 EMPLOYEES SHALL NOT BE PUBLIC EMPLOYEES OR ELIGIBLE TO BECOME MEMBERS OF
 THE NEW YORK STATE EMPLOYEES' RETIREMENT SYSTEM ON THE BASIS OF  COMPEN-
 SATION PAYABLE TO THEM BY THE AUTHORITY.
   7.  THE  AUTHORITY  SHALL  NOT HIRE THIRD-PARTY SERVICE CONTRACTORS TO
 CONDUCT UTILITY OPERATIONS UNLESS IT HAS OBTAINED WRITTEN CONSENT BY THE
 LABOR UNIONS REPRESENTING CENTRAL HUDSON WORKERS.
 A. 10332                            5

   8. (A) THE AUTHORITY SHALL NOT MAKE ANY  COMMITMENT,  ENTER  INTO  ANY
 AGREEMENT  NOR  INCUR  ANY  INDEBTEDNESS  UNLESS PRIOR APPROVAL HAS BEEN
 RECEIVED FROM THE NEW YORK STATE PUBLIC AUTHORITIES CONTROL BOARD PURSU-
 ANT TO ARTICLE ONE-A OF THIS CHAPTER.
   (B) 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
 GRANTED  PURSUANT TO THIS PARAGRAPH SHALL TERMINATE UPON COMMENCEMENT OF
 DISTRIBUTION OF POWER.
   9. 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.
   10. 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.  HUDSON  VALLEY  POWER AUTHORITY SERVICE AREA; EXTENSION OF
 SERVICE AREA. 1. THE SERVICE AREA OF THE HUDSON VALLEY  POWER  AUTHORITY
 SHALL  EMBRACE  THE SERVICE TERRITORY OF CENTRAL HUDSON GAS AND ELECTRIC
 AS OF THE DATE THIS ACT IS SIGNED INTO LAW.
   2. THE SERVICE AREA OF  THE  HUDSON  VALLEY  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,
 A. 10332                            6
 
 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 AND GAS POWER OR ANY
 CONNECTED SERVICE;
   3.  TO  DETERMINE  THE  LOCATION,  TYPE,  SIZE,  CONSTRUCTION,  LEASE,
 PURCHASE, OWNERSHIP, ACQUISITION, USE AND OPERATION OF ANY FACILITIES OR
 OTHER STRUCTURE OR PROPERTY, WITHIN OR WITHOUT THE SERVICE AREA;
   4.  TO  INVESTIGATE,  IMPLEMENT  AND  INTEGRATE, TO THE FULLEST EXTENT
 PRACTICABLE AND ECONOMICALLY FEASIBLE, SUCH  RESOURCE  CONSERVATION  AND
 ENERGY EFFICIENCY MEASURES AND EQUIPMENT INTENDED TO REDUCE POWER DEMAND
 AND  USAGE, UTILIZE GREEN TECHNOLOGIES, ALTERNATIVE AND RENEWABLE FUELS,
 NET METERING, 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 AND GAS 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 FACILITIES FOR DISTRIB-
 UTION 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 AND GAS 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  CREATE  OR  ACQUIRE  ONE  OR MORE WHOLLY OWNED SUBSIDIARIES OR
 MEMBERSHIP INTERESTS IN SUBSIDIARIES  IN  ACCORDANCE  WITH  SECTION  ONE
 THOUSAND  TWENTY-TWO-I OF THIS TITLE TO CARRY OUT ALL OR ANY PART OF THE
 PURPOSES OF THIS TITLE;
   7. TO DISTRIBUTE ELECTRIC AND GAS POWER  AND  ANY  CONNECTED  SERVICES
 WITHIN  THE  SERVICE  AREA, TO FIX PROGRESSIVE RATES AND CHARGES FOR THE
 FURNISHING OR RENDITION OF ELECTRIC AND GAS POWER OR  OF  ANY  CONNECTED
 SERVICE,  AND  TO  COLLECT REVENUES. PROVIDED HOWEVER, THAT PRIOR TO THE
 FIRST SALE OF ELECTRIC AND GAS  POWER  OR  ANY  CONNECTED  SERVICE,  THE
 AUTHORITY   SHALL  PROMULGATE  REGULATIONS  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;
   8.  TO MAINTAIN, OPERATE AND MANAGE, AND CONTRACT FOR THE MAINTENANCE,
 OPERATION AND MANAGEMENT OF PROPERTIES OF THE AUTHORITY;
 A. 10332                            7

   9. 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;
   10. 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;
   11. 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 AND
 GAS POWER OR CONNECTED SERVICES, UPON SUCH TERMS AND CONDITIONS AS SHALL
 BE DETERMINED TO BE REASONABLE;
   12. TO EXECUTE CONTRACTS, BORROW MONEY, ISSUE BONDS, NOTES  AND  OTHER
 OBLIGATIONS  AS  PROVIDED  IN  SECTION ONE THOUSAND TWENTY-TWO-J 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;
   13. 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;
   14.  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;
   15. 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;
   16. THE TRUSTEES SHALL HOLD A MONTHLY PUBLIC MEETING  TO  DISCUSS  THE
 AUTHORITY'S  BUSINESS,  INCLUDING  BUT NOT LIMITED TO PROPOSED RATES AND
 RESOURCE PLANS. SPECIAL MEETINGS MAY BE CALLED BY  THE  CHIEF  EXECUTIVE
 OFFICER, BY A MAJORITY OF TRUSTEES, OBSERVATORY, OR BY A PETITION SIGNED
 BY NOT LESS THAN ONE-TENTH OF ALL THE MEMBERS. MONTHLY AND SPECIAL MEET-
 INGS  SHALL  BE  HELD  AT  THE  AUTHORITY'S HEADQUARTERS. AT MONTHLY AND
 SPECIAL MEETINGS, MEMBERS SHALL BE ALLOWED TO ATTEND IN PERSON OR VIRTU-
 ALLY AND BE GIVEN THE OPPORTUNITY TO PRESENT THEIR VIEWS THROUGH ORAL OR
 WRITTEN STATEMENTS;
   17. TO DEVELOP AND MANAGE A PUBLIC DISTRIBUTED RENEWABLE ENERGY (PDRE)
 PROGRAM THAT WILL PLAN, FUND, AND  BUILD  DISTRIBUTED  RENEWABLE  ENERGY
 OWNED  BY THE HVPA. THE PDRE PROGRAM WILL INCLUDE COMMUNITY ENERGY STOR-
 AGE (CES). SIMILARLY, THE HVPA WILL ENSURE RATEPAYERS THAT OWN THEIR OWN
 DISTRIBUTED RENEWABLE ENERGY ARE FAIRLY REWARDED FOR SENDING ENERGY BACK
 TO THE GRID;
   18. IN REGARDS TO HIRING WORKERS TO OPERATE  THE  HVPA'S  DISTRIBUTION
 ASSETS,  THE  AUTHORITY  SHALL  ENTER INTO A MEMORANDUM OF UNDERSTANDING
 WITH BONA FIDE LABOR ORGANIZATIONS  OF  JURISDICTION  THAT  IS  ACTIVELY
 ENGAGED  IN  REPRESENTING  TRANSITIONING  EMPLOYEES  FROM  NON-RENEWABLE
 GENERATION FACILITIES. SUCH MEMORANDUM SHALL CONTAIN BUT NOT BE  LIMITED
 TO SAFETY AND TRAINING STANDARDS, DISASTER RESPONSE MEASURES, GUARANTEED
 HOURS,  STAFFING  LEVELS,  PAY RATE PROTECTION, AND RETRAINING PROGRAMS.
 THE EMPLOYEES ELIGIBLE FOR THESE POSITIONS SHALL FIRST BE SELECTED  FROM
 A. 10332                            8
 
 A  POOL  OF TRANSITIONING WORKERS WHO HAVE LOST THEIR EMPLOYMENT OR WILL
 BE LOSING THEIR EMPLOYMENT IN THE NON-RENEWABLE ENERGY  SECTOR.  SUCH  A
 LIST OF POTENTIAL EMPLOYEES WILL BE PROVIDED BY AFFECTED LABOR ORGANIZA-
 TIONS  AND  PROVIDED  TO THE DEPARTMENT OF LABOR. IF POSITIONS CANNOT BE
 FILLED BY TRANSITIONING EMPLOYEES, WORKERS  WHO  LIVE  IN  DISADVANTAGED
 COMMUNITIES  WITH  THE  SERVICE  TERRITORY  SHOULD  THEN BE PRIORITIZED,
 FOLLOWED BY ANY WORKER WHO LIVES IN THE SERVICE TERRITORY;
   19. IN ORDER TO ENSURE A PREVAILING WAGE IS PAID, WHENEVER THE AUTHOR-
 ITY ENTERS INTO ANY CONTRACT, SUBCONTRACT, LEASE, GRANT, BOND,  COVENANT
 OR  OTHER  AGREEMENT FOR OR IN CONNECTION WITH ANY CONSTRUCTION, DEMOLI-
 TION, RECONSTRUCTION, EXCAVATION,  REHABILITATION,  REPAIR,  RENOVATION,
 ALTERATION, OR IMPROVEMENT 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,  EXCAVATION,  REHABILITATION, REPAIR, RENOVATION, ALTER-
 ATION, OR IMPROVEMENT OF SUCH PROJECT. FUNDS, FINANCIAL  ASSISTANCE,  OR
 ANY OTHER BENEFITS PROVIDED PURSUANT TO THIS TITLE SHALL NOT BE UTILIZED
 FOR  OR IN CONNECTION WITH THE CONSTRUCTION, DEMOLITION, RECONSTRUCTION,
 EXCAVATION, REHABILITATION, REPAIR, RENOVATION, ALTERATION, OR  IMPROVE-
 MENT  OF  ANY  PROJECT  TO  WHICH THE PROVISIONS OF ARTICLE EIGHT OF THE
 LABOR LAW ARE NOT APPLICABLE; AND
   20. (A) FOR THE PROTECTION OF CONSUMER HEALTH, SAFETY  AND/OR  PRIVACY
 NEEDS,  IT  SHALL  BE  THE  RIGHT OF EVERY CONSUMER OF THE HUDSON VALLEY
 POWER AUTHORITY, AT NO PENALTY, FEE OR SERVICE CHARGE, TO REQUIRE  THEIR
 ELECTRIC  CORPORATION  OR GAS CORPORATION TO REPLACE AN EXISTING DIGITAL
 UTILITY METER AT SUCH CONSUMER'S  PREMISES  THAT  IS  ASSIGNED  TO  SUCH
 CONSUMER'S ACCOUNT WITH AN ANALOG UTILITY METER.
   (B) THE HUDSON VALLEY POWER AUTHORITY MAY NOT INSTALL A DIGITAL UTILI-
 TY  METER  ON  A CONSUMER'S PREMISES THAT IS ASSIGNED TO SUCH CONSUMER'S
 ACCOUNT UNLESS IT FIRST SHALL PROVIDE WRITTEN NOTICE TO THE CONSUMER  NO
 LESS THAN NINETY DAYS PRIOR TO THE SCHEDULED INSTALLATION OF SUCH METER,
 SO THAT SUCH CONSUMER MAY DECLINE PERMISSION FOR SUCH INSTALLATION. SUCH
 NOTICE SHALL PROVIDE THAT:
   (I)  THE  CONSUMER  SHALL HAVE THE RIGHT TO DECLINE PERMISSION FOR THE
 HUDSON VALLEY POWER AUTHORITY FROM INSTALLING A  DIGITAL  UTILITY  METER
 WITH NO FEE, PENALTY OR SERVICE CHARGE;
   (II) THE CONSUMER MAY, AT ANY POINT IN TIME FOLLOWING THE INSTALLATION
 OF  A  DIGITAL UTILITY METER, REQUIRE THE REMOVAL OF SUCH DEVICE AND ITS
 REPLACEMENT WITH AN ANALOG  UTILITY  METER,  WITH  NO  FEE,  PENALTY  OR
 SERVICE CHARGE; AND
   (III) THE HUDSON VALLEY POWER AUTHORITY SHALL COMPLY WITH SUCH CONSUM-
 ER'S INSTRUCTIONS WITHIN THIRTY DAYS OF RECEIPT.
   §  1022-E. POWERS TO PROVIDE AND MAINTAIN GENERATING, TRANSMISSION AND
 RESOURCE RECOVERY WASTE  TO  ENERGY  FACILITIES.  WITHOUT  LIMITING  THE
 GENERALITY  OF  THE  POWERS  CONFERRED UPON THE AUTHORITY BY SECTION ONE
 THOUSAND TWENTY-TWO-D OF  THIS  TITLE,  THE  AUTHORITY  SHALL  HAVE  THE
 SPECIFIC POWER:
   1.  SUBJECT  TO THE PROVISIONS OF SUBDIVISION ONE OF SECTION ONE THOU-
 SAND TWENTY-TWO-U OF THIS TITLE, TO ACQUIRE, CONSTRUCT,  IMPROVE,  REHA-
 BILITATE, MAINTAIN AND OPERATE SUCH GENERATING, TRANSMISSION AND RELATED
 FACILITIES  AS THE AUTHORITY DEEMS NECESSARY OR DESIRABLE TO MAINTAIN AN
 ADEQUATE AND DEPENDABLE SUPPLY OF GAS  AND  ELECTRIC  POWER  WITHIN  THE
 SERVICE AREA;
   2.  SUBJECT  TO THE PROVISIONS OF SUBDIVISION ONE OF SECTION ONE THOU-
 SAND TWENTY-TWO-U OF THIS TITLE, TO ACQUIRE, CONSTRUCT,  IMPROVE,  REHA-
 A. 10332                            9
 
 BILITATE,  MAINTAIN  AND  OPERATE  SUCH  HYDROELECTRIC OR ENERGY STORAGE
 PROJECTS WITHIN THE STATE AS IT DEEMS NECESSARY OR DESIRABLE TO CONTRIB-
 UTE TO THE ADEQUACY, ECONOMY AND RELIABILITY OF THE SUPPLY  OF  ELECTRIC
 POWER AND ENERGY OR TO CONSERVE FUEL;
   3.  SUBJECT  TO THE PROVISIONS OF SUBDIVISION ONE OF SECTION ONE THOU-
 SAND TWENTY-TWO-U OF THIS TITLE, TO DETERMINE THE LOCATION, TYPE,  SIZE,
 CONSTRUCTION, LEASE, PURCHASE, OWNERSHIP, ACQUISITION, USE AND OPERATION
 OF  ANY  GENERATING,  TRANSMISSION  OR OTHER RELATED FACILITY, PROVIDED,
 HOWEVER, THAT IN MAKING SUCH DETERMINATIONS RELATING TO  ELECTRIC  POWER
 FACILITIES  THE  AUTHORITY  SHALL  GIVE  PRIMARY  CONSIDERATION  TO  THE
 CONSTRUCTION OF ENERGY EFFICIENT FACILITIES, ENERGY  CONSERVATION,  LOAD
 MANAGEMENT PROGRAMS, AND COGENERATION IN THE SERVICE AREA;
   4.  TO  PROCEED  WITH  THE  PHYSICAL CONSTRUCTION OR COMPLETION OF ANY
 GENERATING, TRANSMISSION OR RELATED FACILITY;
   5. TO APPLY TO THE APPROPRIATE AGENCIES AND OFFICIALS OF  THE  FEDERAL
 AND  STATE  GOVERNMENTS,  FOR  SUCH LICENSES, PERMITS OR APPROVAL OF ITS
 PLANS OR PROJECTS AS IT MAY DEEM NECESSARY OR ADVISABLE, AND  TO  ACCEPT
 SUCH  LICENSES,  PERMITS  OR  APPROVALS AS MAY BE TENDERED TO IT BY SUCH
 AGENCIES OR OFFICIALS, UPON SUCH TERMS AND CONDITIONS  AS  IT  MAY  DEEM
 APPROPRIATE;
   6.  TO  INSTITUTE SUIT, OR TO APPLY TO ANY LEGISLATIVE BODY FOR LEGIS-
 LATION, OR TO TAKE SUCH OTHER ACTION AS IT MAY DEEM NECESSARY OR  ADVIS-
 ABLE  IN  THE  FURTHERANCE  OF  THE  PURPOSES  OF THIS TITLE AND FOR THE
 PROTECTION OF ITS RIGHTS, IF FOR ANY REASON THE AUTHORITY SHALL FAIL  TO
 SECURE  ANY SUCH LICENSE, PERMIT OR APPROVAL AS IT MAY DEEM NECESSARY OR
 ADVISABLE;
   7. TO STUDY MEANS OF MAINTAINING THE CUSTOMER BASE IN, AND  ATTRACTING
 COMMERCE AND INDUSTRY TO THE SERVICE AREA;
   8.  TO  IMPLEMENT  PROGRAMS  AND  POLICIES DESIGNED TO PROVIDE FOR THE
 INTERCONNECTION OF: (I) (A) SOLAR ELECTRIC GENERATING EQUIPMENT OWNED OR
 OPERATED BY RESIDENTIAL CUSTOMERS, (B) FARM  WASTE  ELECTRIC  GENERATING
 EQUIPMENT  OWNED  OR OPERATED BY CUSTOMER-GENERATORS, (C) SOLAR ELECTRIC
 GENERATING EQUIPMENT OWNED OR OPERATED BY NON-RESIDENTIAL CUSTOMERS, (D)
 MICRO-COMBINED HEAT AND POWER  GENERATING  EQUIPMENT  OWNED,  LEASED  OR
 OPERATED  BY  RESIDENTIAL  CUSTOMERS,  (E) FUEL CELL ELECTRIC GENERATING
 EQUIPMENT OWNED, LEASED OR OPERATED BY RESIDENTIAL  CUSTOMERS,  AND  (F)
 MICRO-HYDROELECTRIC  GENERATING  EQUIPMENT  OWNED, LEASED OR OPERATED BY
 CUSTOMER-GENERATORS AND FOR NET ENERGY METERING CONSISTENT WITH  SECTION
 SIXTY-SIX-J  OF  THE  PUBLIC  SERVICE LAW, TO INCREASE THE EFFICIENCY OF
 ENERGY END USE, TO SHIFT DEMAND FROM PERIODS OF HIGH DEMAND  TO  PERIODS
 OF LOW DEMAND AND TO FACILITATE THE DEVELOPMENT OF COGENERATION; AND
   (II)  WIND  ELECTRIC GENERATING EQUIPMENT OWNED OR OPERATED BY CUSTOM-
 ER-GENERATORS AND  FOR  NET  ENERGY  METERING  CONSISTENT  WITH  SECTION
 SIXTY-SIX-L OF THE PUBLIC SERVICE LAW;
   9.  TO  DEVELOP, WITH PUBLIC PARTICIPATION, A COMPREHENSIVE LEAST-COST
 PLAN WHICH SHALL CONSIDER PRACTICAL AND ECONOMICAL USE OF  CONSERVATION,
 RENEWABLE  RESOURCES,  AND  COGENERATION  FOR  PROVIDING  SERVICE TO ITS
 CUSTOMERS;
   10. TO COOPERATE WITH AND TO ENTER INTO CONTRACTUAL ARRANGEMENTS  WITH
 PRIVATE UTILITY COMPANIES OR PUBLIC ENTITIES:
   (I)  WITH  RESPECT  TO THE CONSTRUCTION AND OPERATION OF FACILITIES BY
 THE AUTHORITY AND THE SALE OF ALL OR PART OF THE OUTPUT THEREFROM;
   (II) WITH RESPECT TO THE CONSTRUCTION, COMPLETION, ACQUISITION, OWNER-
 SHIP AND/OR OPERATION OF GENERATING FACILITIES,  FUEL,  DOCKS,  SIDINGS,
 LOADING  OR UNLOADING EQUIPMENT, STORAGE FACILITIES AND OTHER SUBSIDIARY
 A. 10332                           10
 
 FACILITIES AND THE DISPOSITION OF THE OUTPUT OF SUCH GENERATING  FACILI-
 TIES; AND
   (III) WITH RESPECT TO THE CONSTRUCTION, ACQUISITION, OWNERSHIP, OPERA-
 TION AND/OR USE OF TRANSMISSION FACILITIES;
   11.  TO COOPERATE WITH AND TO ENTER INTO CONTRACTUAL ARRANGEMENTS WITH
 MUNICIPALITIES WITH RESPECT TO THE CONSTRUCTION, IMPROVEMENT,  REHABILI-
 TATION, OWNERSHIP AND/OR OPERATION OF GENERATING FACILITIES;
   12.  TO COOPERATE WITH AND TO ENTER INTO CONTRACTUAL ARRANGEMENTS WITH
 THE  NEW  YORK  STATE  ENERGY  RESEARCH  AND  DEVELOPMENT  AUTHORITY  IN
 CONNECTION  WITH THE PLANNING, SITING, DEVELOPMENT, CONSTRUCTION, OPERA-
 TION AND MAINTENANCE OF GENERATING FACILITIES OF THE AUTHORITY UTILIZING
 NEW ENERGY TECHNOLOGIES;
   13. SUBJECT TO THE PROVISIONS OF SECTION ONE THOUSAND TWENTY-TWO-K  OF
 THIS  TITLE,  TO CONSTRUCT, MAINTAIN AND OPERATE RESOURCE RECOVERY WASTE
 TO ENERGY FACILITIES;
   14. ALL RENEWABLE ENERGY GENERATING PROJECTS SUBJECT TO THIS  SUBDIVI-
 SION SHALL BE DEEMED PUBLIC WORK AND SUBJECT TO AND PERFORMED IN ACCORD-
 ANCE  WITH  ARTICLES  EIGHT AND NINE OF THE LABOR LAW. EACH CONTRACT FOR
 SUCH RENEWABLE ENERGY GENERATING PROJECT SHALL CONTAIN A PROVISION  THAT
 SUCH  PROJECTS MAY ONLY BE UNDERTAKEN PURSUANT TO A PROJECT LABOR AGREE-
 MENT.  FOR PURPOSES OF THIS SECTION,  "PROJECT  LABOR  AGREEMENT"  SHALL
 MEAN  A  PRE-HIRE COLLECTIVE BARGAINING AGREEMENT BETWEEN THE AUTHORITY,
 OR A THIRD PARTY ON BEHALF OF THE AUTHORITY, AND A  BONA  FIDE  BUILDING
 AND  CONSTRUCTION TRADE LABOR ORGANIZATION ESTABLISHING THE LABOR ORGAN-
 IZATION AS THE COLLECTIVE BARGAINING REPRESENTATIVE FOR ALL PERSONS  WHO
 WILL PERFORM WORK ON A PUBLIC WORK PROJECT, AND WHICH PROVIDES THAT ONLY
 CONTRACTORS  AND SUBCONTRACTORS WHO SIGN A PRE-NEGOTIATED AGREEMENT WITH
 THE LABOR ORGANIZATION CAN PERFORM PROJECT  WORK.  ALL  CONTRACTORS  AND
 SUBCONTRACTORS  ASSOCIATED  WITH  THIS WORK SHALL BE REQUIRED TO UTILIZE
 APPRENTICESHIP AGREEMENTS AS DEFINED  BY  ARTICLE  TWENTY-THREE  OF  THE
 LABOR LAW;
   15.  THE  AUTHORITY  SHALL  INCLUDE REQUIREMENTS IN ANY PROCUREMENT OR
 DEVELOPMENT OF A RENEWABLE ENERGY GENERATING PROJECT, AS DEFINED IN THIS
 SUBDIVISION, THAT THE COMPONENTS AND PARTS SHALL BE PRODUCED OR MADE  IN
 WHOLE  OR  SUBSTANTIAL  PART  IN  THE  UNITED STATES, ITS TERRITORIES OR
 POSSESSIONS. THE AUTHORITY'S PRESIDENT AND CHIEF EXECUTIVE  OFFICER,  OR
 SUCH  CHIEF  EXECUTIVE  OFFICER'S DESIGNEE MAY WAIVE THE PROCUREMENT AND
 DEVELOPMENT REQUIREMENTS SET FORTH IN THIS PARAGRAPH  IF  SUCH  OFFICIAL
 DETERMINES  THAT:  THE REQUIREMENTS WOULD NOT BE IN THE PUBLIC INTEREST;
 THE REQUIREMENTS WOULD RESULT  IN  UNREASONABLE  COSTS;  OBTAINING  SUCH
 INFRASTRUCTURE  COMPONENTS AND PARTS IN THE UNITED STATES WOULD INCREASE
 THE COST OF A RENEWABLE ENERGY GENERATING  PROJECT  BY  AN  UNREASONABLE
 AMOUNT;  OR SUCH COMPONENTS OR PARTS CANNOT BE PRODUCED, MADE, OR ASSEM-
 BLED IN THE UNITED STATES IN SUFFICIENT AND REASONABLY AVAILABLE QUANTI-
 TIES OR OF SATISFACTORY QUALITY. SUCH DETERMINATION MUST BE MADE  ON  AN
 ANNUAL BASIS NO LATER THAN DECEMBER THIRTY-FIRST, AFTER PROVIDING NOTICE
 AND  AN  OPPORTUNITY FOR PUBLIC COMMENT, AND SUCH DETERMINATION SHALL BE
 MADE PUBLICLY AVAILABLE, IN WRITING, ON THE AUTHORITY'S WEBSITE  WITH  A
 DETAILED  EXPLANATION  OF THE FINDINGS LEADING TO SUCH DETERMINATION. IF
 THE AUTHORITY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, OR DESIGNEE,  HAS
 ISSUED  DETERMINATIONS  FOR THREE CONSECUTIVE YEARS FINDING THAT NO SUCH
 WAIVER IS WARRANTED PURSUANT TO THIS PARAGRAPH, THEN THE AUTHORITY SHALL
 NO LONGER BE REQUIRED TO PROVIDE THE ANNUAL  DETERMINATION  REQUIRED  BY
 THIS PARAGRAPH;
   16.  TO ENTER INTO A MEMORANDUM OF UNDERSTANDING FOR THE OPERATION AND
 MAINTENANCE OF A RENEWABLE ENERGY GENERATING PROJECT DEVELOPED  PURSUANT
 A. 10332                           11
 
 TO  THIS SUBDIVISION WITH A BONA FIDE LABOR ORGANIZATION OF JURISDICTION
 THAT IS ACTIVELY ENGAGED IN REPRESENTING  TRANSITIONING  EMPLOYEES  FROM
 NON-RENEWABLE  GENERATION  FACILITIES.  SUCH MEMORANDUM SHALL BE ENTERED
 INTO  PRIOR  TO  THE  COMPLETION  DATE  OF A RENEWABLE ENERGY GENERATING
 PROJECT AND SHALL BE AN ONGOING MATERIAL CONDITION OF  AUTHORIZATION  TO
 OPERATE  AND  MAINTAIN  A  RENEWABLE ENERGY GENERATING PROJECT DEVELOPED
 PURSUANT TO THIS SUBDIVISION. THE MEMORANDUM SHALL  ONLY  APPLY  TO  THE
 EMPLOYEES  NECESSARY FOR THE MAINTENANCE AND OPERATION OF SUCH RENEWABLE
 ENERGY GENERATING PROJECTS. SUCH MEMORANDUM SHALL  CONTAIN  BUT  NOT  BE
 LIMITED  TO  SAFETY  AND TRAINING STANDARDS, DISASTER RESPONSE MEASURES,
 GUARANTEED HOURS, STAFFING LEVELS, PAY RATE PROTECTION,  AND  RETRAINING
 PROGRAMS.  THE  EMPLOYEES  ELIGIBLE  FOR  THESE POSITIONS SHALL FIRST BE
 SELECTED FROM A POOL  OF  TRANSITIONING  WORKERS  WHO  HAVE  LOST  THEIR
 EMPLOYMENT OR WILL BE LOSING THEIR EMPLOYMENT IN THE NON-RENEWABLE ENER-
 GY  GENERATION SECTOR. SUCH LIST OF POTENTIAL EMPLOYEES WILL BE PROVIDED
 BY AFFECTED LABOR ORGANIZATIONS AND PROVIDED TO THE DEPARTMENT OF LABOR.
 THE DEPARTMENT OF LABOR SHALL  UPDATE  AND  PROVIDE  SUCH  LIST  TO  THE
 AUTHORITY   NINETY   DAYS   PRIOR   TO   PURCHASE,  ACQUISITION,  AND/OR
 CONSTRUCTION OF ANY PROJECT UNDER THIS SUBDIVISION.
   17. FOR THE PURPOSES OF ARTICLE FIFTEEN-A OF THE  EXECUTIVE  LAW,  ANY
 PERSON  ENTERING  INTO  A  CONTRACT FOR A PROJECT AUTHORIZED PURSUANT TO
 THIS SECTION SHALL BE DEEMED A STATE AGENCY AS THAT TERM IS  DEFINED  IN
 SUCH  ARTICLE  AND SUCH CONTRACTS SHALL BE DEEMED STATE CONTRACTS WITHIN
 THE MEANING OF THAT TERM AS SET FORTH IN SUCH ARTICLE.
   18. NOTHING IN THIS SUBDIVISION, SHALL BE CONSTRUED AS  EXEMPTING  THE
 AUTHORITY, ITS SUBSIDIARIES, OR ANY RENEWABLE ENERGY GENERATING PROJECTS
 UNDERTAKEN  PURSUANT  TO  THIS  SECTION FROM THE REQUIREMENTS OF SECTION
 NINETY-FOUR-C OF THE  EXECUTIVE  LAW  RESPECTING  ANY  RENEWABLE  ENERGY
 SYSTEM  DEVELOPED  BY THE AUTHORITY OR AN AUTHORITY SUBSIDIARY AFTER THE
 EFFECTIVE DATE OF THIS SUBDIVISION THAT MEETS THE DEFINITION  OF  "MAJOR
 RENEWABLE  ENERGY  FACILITY"  AS DEFINED IN SECTION NINETY-FOUR-C OF THE
 EXECUTIVE LAW AND SECTION EIGHT OF PART JJJ OF  CHAPTER  FIFTY-EIGHT  OF
 THE  LAWS  OF TWO THOUSAND TWENTY, AS IT RELATES TO HOST COMMUNITY BENE-
 FITS, AND SECTION 11-0535-C OF THE ENVIRONMENTAL CONSERVATION LAW AS  IT
 RELATES TO AN ENDANGERED AND THREATENED SPECIES MITIGATION BANK FUND.
   §  1022-F.  RATE-SETTING  PROCEDURES. IN PERIODICALLY ESTABLISHING AND
 REVISING RATES, THE TRUSTEES SHALL USE THE FOLLOWING PROCEDURES:
   1. NOTICE OF THE PROPOSED RATES SHALL BE PUBLISHED IN THE STATE REGIS-
 TER WITH A STATEMENT OF THE JUSTIFICATION AND  REASONS  SUPPORTING  SUCH
 RATES.    SUCH  NOTICE  SHALL INCLUDE A DATE FOR A HEARING IN ACCORDANCE
 WITH SUBDIVISION TWO OF THIS SECTION.
   2. ONE OR MORE HEARINGS SHALL BE CONDUCTED AS EXPEDITIOUSLY AS PRACTI-
 CABLE BY A HEARING OFFICER TO DEVELOP A FULL AND COMPLETE RECORD AND  TO
 RECEIVE  PUBLIC  COMMENT IN THE FORM OF WRITTEN AND ORAL PRESENTATION OF
 VIEWS, DATA, QUESTIONS, AND ARGUMENT RELATED TO SUCH PROPOSED RATES.  IN
 ANY SUCH HEARING:
   (A)  ANY PERSON SHALL BE PROVIDED AN ADEQUATE OPPORTUNITY BY THE HEAR-
 ING OFFICER TO OFFER REFUTATION OR REBUTTAL OF ANY MATERIAL SUBMITTED BY
 ANY OTHER PERSON OR THE TRUSTEES, AND
   (B) THE HEARING OFFICER, IN SUCH HEARING OFFICER'S  DISCRETION,  SHALL
 ALLOW  A  REASONABLE OPPORTUNITY FOR CROSS EXAMINATION, WHICH, AS DETER-
 MINED BY THE HEARING OFFICER, IS  NOT  DILATORY,  IN  ORDER  TO  DEVELOP
 INFORMATION AND MATERIAL RELEVANT TO ANY SUCH PROPOSED RATE.
   3.  IN ADDITION TO THE OPPORTUNITY TO SUBMIT ORAL AND WRITTEN MATERIAL
 AT THE HEARINGS, ANY  WRITTEN  VIEWS,  DATA,  QUESTIONS,  AND  ARGUMENTS
 A. 10332                           12
 
 SUBMITTED BY PERSONS PRIOR TO, OR BEFORE THE CLOSE OF, HEARINGS SHALL BE
 MADE A PART OF THE ADMINISTRATIVE RECORD.
   4.  THE HVPA SHALL USE PROGRESSIVE GREEN RATES. THE RATES SHALL FOLLOW
 SET PARAMETERS FOR ENERGY RATES AND CHARGES BASED ON ENERGY USAGE.
   (A) THE HVPA'S RATES SHALL HAVE INCREASING BLOCK  RATES,  SO  THAT  AS
 ENERGY CONSUMPTION INCREASES, THE MARGINAL COST INCREASES AS WELL.
   (B)  THE  FIRST  BLOCK  OF RESIDENTIAL ENERGY USE WILL BE FREE, AND IT
 SHOULD BE SET IN SUCH A WAY THAT THE HVPA EXPECTS TEN PERCENT  OF  ELEC-
 TRIC  CUSTOMERS SHALL NOT BE CHARGED IN A GIVEN MONTH AND TEN PERCENT OF
 GAS CUSTOMERS SHALL NOT BE CHARGED IN A GIVEN MONTH.
   (C) ADDITIONAL BLOCKS SHALL BE DETERMINED IN THE RATE-MAKING PROCESS.
   (D) IT SHALL BE A GOAL OF THE HVPA THAT ALL RESIDENTIAL  CUSTOMERS  BE
 ADEQUATELY PROTECTED  FROM  BEARING  AN  ENERGY  BURDEN GREATER THAN SIX
 PERCENT OF THEIR HOUSEHOLD INCOME.
   5. AFTER SUCH A HEARING, THE TRUSTEES IN COORDINATION WITH THE OBSERV-
 ATORY  MAY  PROPOSE  REVISED  RATES,  PUBLISH SUCH PROPOSED RATES IN THE
 STATE REGISTER, AND CONDUCT ADDITIONAL HEARINGS IN ACCORDANCE WITH  THIS
 SECTION.
   6.  THE  TRUSTEES  SHALL, IN COORDINATION WITH THE OBSERVATORY, MAKE A
 FINAL DECISION ESTABLISHING A RATE OR RATES BASED ON  THE  RECORD  WHICH
 SHALL  INCLUDE  THE HEARING TRANSCRIPT, TOGETHER WITH EXHIBITS, AND SUCH
 OTHER MATERIALS AND INFORMATION AS MAY HAVE BEEN SUBMITTED TO, OR DEVEL-
 OPED BY, THE TRUSTEES. THE DECISION SHALL INCLUDE A  FULL  AND  COMPLETE
 JUSTIFICATION OF THE FINAL RATES PURSUANT TO THIS SECTION.
   7. THE FINAL DECISION OF THE TRUSTEES SHALL BECOME EFFECTIVE ON PUBLI-
 CATION.
   §  1022-G. CLIMATE LEADERSHIP AND COMMUNITY PROTECTION ACT COMMITMENT.
 1. AT THE OUTSET, IT IS CRITICAL TO  ENSHRINE  CLIMATE  GOALS  INTO  THE
 ENABLING  LEGISLATION  TO  ENSURE  ACHIEVING  THE CLIMATE LEADERSHIP AND
 COMMUNITY PROTECTION ACT'S GOALS (CLCPA). IN LINE WITH THE CLCPA  GOALS,
 THE HVPA SHALL:
   (A)  PROCURE  SEVENTY  PERCENT  RENEWABLE  ELECTRICITY BY TWO THOUSAND
 THIRTY, AND ONE HUNDRED PERCENT RENEWABLE ELECTRICITY  BY  TWO  THOUSAND
 FORTY, PROVIDED THE SUPPLY IS AVAILABLE;
   (B) ENSURE AT LEAST THIRTY-FIVE PERCENT OF THE BENEFITS OF CLEAN ENER-
 GY AND ENERGY EFFICIENCY PROGRAMS GO TO DISADVANTAGED COMMUNITIES IN ITS
 SERVICE TERRITORY; AND
   (C) CONDUCT A STUDY WITHIN TWO YEARS OF ITS CREATION TO CREATE A TIME-
 LINE FOR THE PHASEOUT OF ITS GAS INFRASTRUCTURE.
   2.  THE AUTHORITY SHALL, TO THE EXTENT IT IS ELIGIBLE, APPLY FOR ELEC-
 TIVE PAY  CREDIT  PROGRAMS  AUTHORIZED  OR  EXTENDED  BY  THE  INFLATION
 REDUCTION  ACT OF 2022, AS ESTABLISHED BY INTERNAL REVENUE SERVICE (IRS)
 RULE 89 FR 17546. PRIOR TO FILING, THE AUTHORITY SHALL  ENSURE  THAT  IT
 HAS:
   (A) PROPERLY REGISTERED WITH THE IRS;
   (B)  MET  THE  PREVAILING  WAGE  AND  APPRENTICESHIPS SET FORTH BY THE
 INFLATION REDUCTION ACT; AND
   (C) QUALIFIED FOR THE DOMESTIC  CONTENT  BONUS  CREDIT  AMOUNTS  UNDER
 SECTIONS FORTY-FIVE, FORTY-FIVE-Y, FORTY-EIGHT, AND FORTY-EIGHT-E OF THE
 INTERNAL REVENUE CODE.
   § 1022-H. 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
 UTILITY  CORPORATION  WHICHEVER IS LESS EXPENSIVE FOR THE RATEPAYERS, AS
 A. 10332                           13
 
 THE AUTHORITY MAY DETERMINE WILL  BE  JUST  TO  THE  RATEPAYERS  IN  THE
 SERVICE AREA, IS THE MOST APPROPRIATE MEANS OF DEALING WITH THE EMERGEN-
 CY  INVOLVING  THE  ECONOMY,  HEALTH AND SAFETY OF THE RESIDENTS AND THE
 INDUSTRY AND COMMERCE IN THE SERVICE AREA, NOTWITHSTANDING THE FACT THAT
 SUCH 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, ASSOCI-
 ATION, OR CORPORATION.
   (B) THE AUTHORITY, PRIOR TO EXERCISING ITS POWER OF EMINENT DOMAIN  TO
 ACQUIRE  THE  STOCK OR ASSETS OF A UTILITY CORPORATION, SHALL ENTER INTO
 NEGOTIATIONS WITH SUCH UTILITY CORPORATION FOR THE PURPOSE OF  ACQUIRING
 SUCH  STOCK  OR  ASSETS  UPON  SUCH  TERMS AS THE AUTHORITY, IN ITS SOLE
 DISCRETION, DETERMINES WILL RESULT IN AVERAGE RATES  EQUAL  TO  OR  LESS
 THAN  THE  RATES  WHICH WOULD RESULT IF SUCH UTILITY CORPORATION WERE TO
 CONTINUE IN OPERATION.
   (C) THE COMPENSATION PAID BY THE AUTHORITY TO  A  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  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  UTILITY  CORPORATION SHALL HAVE BEEN TAKEN BY THE
 AUTHORITY.
   (E) IF THE AUTHORITY DETERMINES THAT IT IS THE  ASSETS  OF  A  UTILITY
 CORPORATION THAT SHOULD BE TAKEN, FAIR MARKET VALUE WOULD NOT CONSTITUTE
 JUST COMPENSATION TO SUCH UTILITY CORPORATION SINCE THERE IS AN INSUFFI-
 CIENT  MARKET  IN  THE USUAL SENSE FOR ITS ASSETS TO ASCERTAIN THE VALUE
 THEREOF FROM THE MARKET. IN DETERMINING  THE  COMPENSATION  PAYABLE  FOR
 SUCH  ASSETS, THERE SHALL BE TAKEN INTO CONSIDERATION THE CAPITALIZATION
 OF SUCH UTILITY CORPORATION'S EXPECTED FUTURE EARNINGS.
   (F) NEITHER CONSEQUENTIAL NOR SEVERANCE  DAMAGES  ARE  PROPER  IF  THE
 AUTHORITY CONDEMNS ALL THE ASSETS OF A UTILITY CORPORATION.
   (G)  SUCH  AN ACQUISITION BY THE AUTHORITY OF THE SECURITIES OR ASSETS
 OF A UTILITY CORPORATION SERVES THE  PUBLIC  PURPOSES  OF  ASSURING  THE
 PROVISION  OF  AN  ADEQUATE SUPPLY OF GAS AND ELECTRICITY IN A RELIABLE,
 EFFICIENT AND ECONOMIC MANNER AND RETAINING EXISTING COMMERCE AND INDUS-
 TRY 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 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  AVERAGE
 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 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
 A. 10332                           14

 SECURITIES OF A 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  AUTHORITY,
 WILL RESULT IN AVERAGE RATES LESS THAN THE RATES WHICH WOULD RESULT FROM
 CONTINUED OPERATION BY SUCH 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 UTILI-
 TY CORPORATION THROUGH THE EXERCISE OF THE POWER OF EMINENT DOMAIN.  THE
 AUTHORITY  MAY PAY FOR SUCH SECURITIES IN CASH OR BY EXCHANGING 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  UTILITY
 CORPORATION'S  COMMON STOCK, SUCH SUBSIDIARY MAY MERGE WITH SUCH 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 UTILITY CORPORATION, THE DIREC-
 TORS OF SUCH UTILITY CORPORATION SHALL  CONSIDER  NOT  ONLY  THE  DOLLAR
 AMOUNT OF SUCH OFFER BUT THE INTERESTS OF EMPLOYEES, SUPPLIERS, RATEPAY-
 ERS,  CREDITORS  (INCLUDING  HOLDERS  OF SUCH 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 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 DETERMI-
 NATION BY THE AUTHORITY, IN ITS SOLE DISCRETION THAT THE TAKING OF  SUCH
 STOCK  OR  ASSETS WILL RESULT IN AVERAGE RATES LESS THAN THE RATES WHICH
 WOULD RESULT FROM  CONTINUED  OPERATION  BY  SUCH  UTILITY  CORPORATION.
 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 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 UTILITY CORPORATION  STOCK.  (A)  IN
 THE  EVENT  THE  AUTHORITY  DETERMINES TO ACQUIRE THE STOCK OF A UTILITY
 CORPORATION BY THE EXERCISE OF THE POWER OF EMINENT DOMAIN, HAVING FIRST
 ENTERED INTO NEGOTIATIONS WITH SUCH UTILITY 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 UTIL-
 ITY  CORPORATION AND FILING WITH THE COUNTY CLERK OF THE COUNTY IN WHICH
 THE PRINCIPAL OFFICE OF SUCH 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
 A. 10332                           15
 
 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 UTILITY CORPO-
 RATION  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 CIRCULATION.
   (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 UTILITY CORPORATION'S STOCK
 TRANSFER BOOKS. SERVICE OF THE NOTICE UPON THE STOCK TRANSFER  AGENT  OR
 AGENTS  AND ITS PUBLICATION SHALL NOT BE JURISDICTIONAL PREREQUISITES TO
 THE VALIDITY OF THE TAKING. FAILURE TO NOTIFY ANY OWNER OF STOCK  TO  BE
 TAKEN  SHALL  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 UTILITY CORPORATION 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  UTILITY  CORPO-
 RATION  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  COMMISSIONERS.
 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 MAINTAINED
 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 LEGISLA-
 TIVE FINDINGS:
   (I) THE CLASS OF SUCH UTILITY CORPORATION STOCK OWNERS IS SO  NUMEROUS
 THAT JOINDER OF ALL MEMBERS IS IMPRACTICABLE;
   (II)  THE  ISSUE  OF  VALUATION  OF  SUCH UTILITY CORPORATION STOCK IS
 COMMON TO ALL SUCH UTILITY CORPORATION STOCK OWNERS AND THERE ARE  QUES-
 TIONS  OF LAW OR FACT COMMON TO THE MEMBERS OF SUCH CLASS WHICH PREDOMI-
 NATE OVER ANY QUESTIONS AFFECTING ONLY INDIVIDUAL MEMBERS;
   (III) THE CLAIMS OR DEFENSES, IF ANY, OF ANY REPRESENTATIVE  OWNER  OF
 SUCH  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
 A. 10332                           16
 
 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 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  AUTHORITY  AND  THE
 AUTHORITY  SHALL  HAVE  THE  IMMEDIATE  RIGHT  THERETO. IN THE EVENT THE
 AUTHORITY ELECTS TO ABANDON THE ACQUISITION, THE PROVISIONS OF  SUBDIVI-
 SION 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 UTILITY CORPORATION'S ASSETS. (A) IF
 THE AUTHORITY SHALL FIND IT NECESSARY OR CONVENIENT TO ACQUIRE ANY  REAL
 OR PERSONAL PROPERTY OF SUCH UTILITY CORPORATION, OTHER THAN SECURITIES,
 WHETHER  FOR IMMEDIATE OR FUTURE USE, THEN THE AUTHORITY NEED NOT DETER-
 MINE THAT SUCH PROPERTY IS REQUIRED FOR PUBLIC USE, SINCE  THE  LEGISLA-
 TURE  ALREADY  HAS  MADE SUCH DETERMINATION IN THIS TITLE WHICH DETERMI-
 NATION 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 UTILITY CORPORATION WITHIN THIS
 STATE IS SOUGHT TO BE ACQUIRED BY THE EXERCISE OF THE POWER  OF  EMINENT
 DOMAIN,  AND  AFTER  THE  AUTHORITY SHALL HAVE ENTERED INTO NEGOTIATIONS
 WITH SUCH 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 ENGI-
 NEER  OF  THE  AUTHORITY, OR BY SUCH OTHER OFFICER OR EMPLOYEE AS MAY BE
 DESIGNATED BY THE BOARD OF TRUSTEES, STATING THAT THE PROPERTY OR INTER-
 EST 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
 A. 10332                           17
 
 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) NOTWITHSTANDING ANY PROVISION OF THE EMINENT DOMAIN PROCEDURE  LAW
 TO  THE  CONTRARY, IN ANY PROCEEDING BROUGHT BY THE AUTHORITY TO CONDEMN
 REAL PROPERTY PURSUANT TO SUCH LAW, TITLE SHALL VEST  IN  THE  AUTHORITY
 AND  COMPENSATION SHALL BE PAID ONLY UPON: (I) A DECISION BY THE SUPREME
 COURT THAT COMPENSATION FOR THE REAL PROPERTY CONDEMNED SHALL BE  DETER-
 MINED  SOLELY  BY THE INCOME CAPITALIZATION METHOD OF VALUATION BASED ON
 THE ACTUAL NET INCOME AS ALLOWED BY THE PUBLIC SERVICE  COMMISSION;  AND
 (II)  SUCH SUPREME COURT'S DETERMINATION THAT THE AMOUNT OF SUCH COMPEN-
 SATION SHALL BE BASED ON THE INCOME CAPITALIZATION METHOD,  ENTRY  OF  A
 FINAL JUDGMENT, THE FILING OF THE FINAL DECREE AND THE CONCLUSION OF ANY
 APPEAL  OR  THE  EXPIRATION OF THE TIME TO FILE AN APPEAL RELATED TO THE
 CONDEMNATION PROCEEDING. IF  ANY  COURT  SHALL  UTILIZE  ANY  METHOD  OF
 COMPENSATION  OTHER  THAN  THE  INCOME  CAPITALIZATION METHOD, OR IF THE
 PROPOSED COMPENSATION IS MORE THAN THE RATE BASE OF THE ASSETS TAKEN  IN
 CONDEMNATION,  AS  UTILIZED  BY THE PUBLIC SERVICE COMMISSION IN SETTING
 RATES AND AS CERTIFIED BY SUCH COMMISSION, THEN THE AUTHORITY MAY  WITH-
 DRAW  THE  CONDEMNATION  PROCEEDING  WITHOUT  PREJUDICE  OR COSTS TO ANY
 PARTY.
   (F) SHOULD A UTILITY CORPORATION'S PROPERTY BE TAKEN BY  THE  EXERCISE
 OF  THE  POWER  OF  EMINENT DOMAIN AND IF SUCH UTILITY CORPORATION SHALL
 HAVE AGREED UPON THE COMPENSATION TO BE PAID THEREFOR IN  SETTLEMENT  OF
 THE  PROCEEDING,  IF,  SUCH  UTILITY  CORPORATION  SHALL  BE ENTITLED TO
 PAYMENT OF THE AGREED OR AWARDED COMPENSATION WITHIN 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 ACQUISITION THEREOF BY THE  AUTHORITY
 TO  THE  DATE  OF  PAYMENT OF SUCH COMPENSATION; 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  CIRCU-
 LATION  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 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  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
 A. 10332                           18
 
 AUTHORITY  OF  NOTICE  OF  ENTRY  OF SUCH AWARD. UPON THE MAKING OF SUCH
 DEPOSIT, THE AUTHORITY SHALL NOTIFY SUCH UTILITY 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 UTILITY CORPORATION, TITLE TO ALL PROPERTY DESCRIBED
 IN THE NOTICE OF TAKING SHALL IMMEDIATELY VEST IN THE AUTHORITY AND  THE
 AUTHORITY  SHALL  HAVE  THE  IMMEDIATE  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
 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 AVERAGE RATES IN EXCESS OF THE  RATES
 WHICH WOULD RESULT FROM CONTINUED OPERATION BY SUCH UTILITY CORPORATION,
 THE AUTHORITY SHALL ABANDON THE ACQUISITION. IN SUCH EVENT, THE AUTHORI-
 TY  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 UTIL-
 ITY  CORPORATION'S STOCK TRANSFER BOOKS IMMEDIATELY PRIOR TO SUCH ACQUI-
 SITION 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 SUBDIVISION SIX OF THIS
 SECTION.  IN ADDITION, IN THE CASE OF AN ASSET ACQUISITION THE AUTHORITY
 A. 10332                           19
 
 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.
   § 1022-I. SUBSIDIARIES. 1. THE AUTHORITY SHALL HAVE THE RIGHT TO EXER-
 CISE  AND PERFORM ALL OR PART OF ITS POWERS AND FUNCTIONS THROUGH ONE OR
 MORE WHOLLY OWNED SUBSIDIARIES BY OPERATING AS THE SOLE MEMBER  THEREOF,
 ACQUIRING  THE  VOTING  SHARES  OR  MEMBERSHIP  INTERESTS THEREOF, OR BY
 RESOLUTION OF THE BOARD DIRECTING  ANY  OF  ITS  TRUSTEES,  OFFICERS  OR
 EMPLOYEES  TO ORGANIZE A SUBSIDIARY PURSUANT TO THE BUSINESS CORPORATION
 LAW, THE NOT-FOR-PROFIT CORPORATION LAW, THE LIMITED  LIABILITY  COMPANY
 LAW,  OR  THE  TRANSPORTATION  CORPORATIONS  LAW.  SUCH RESOLUTION SHALL
 PRESCRIBE THE PURPOSE FOR WHICH SUCH SUBSIDIARY IS TO BE FORMED.
   2. THE AUTHORITY MAY TRANSFER TO ANY SUBSIDIARY ANY  MONEYS,  PROPERTY
 (REAL,  PERSONAL  OR  MIXED)  OR  FACILITIES  IN  ORDER TO CARRY OUT THE
 PURPOSES OF THIS TITLE. EACH SUCH SUBSIDIARY SHALL HAVE ALL  THE  PRIVI-
 LEGES,  IMMUNITIES, TAX EXEMPTIONS AND OTHER EXEMPTIONS OF THE AUTHORITY
 TO THE EXTENT THE SAME ARE NOT INCONSISTENT WITH THE STATUTE OR STATUTES
 PURSUANT TO WHICH SUCH SUBSIDIARY  WAS  ESTABLISHED  PROVIDED,  HOWEVER,
 THAT  IN  ANY  EVENT ANY SUCH SUBSIDIARY SHALL BE ENTITLED TO EXEMPTIONS
 FROM THE PUBLIC SERVICE LAW AND ANY REGULATION BY, OR  THE  JURISDICTION
 OF,  THE  PUBLIC SERVICE COMMISSION, AND THE STATE ENVIRONMENTAL QUALITY
 REVIEW ACT TO THE EXTENT PROVIDED IN  SUBDIVISION  TWO  OF  SECTION  ONE
 THOUSAND TWENTY-TWO-U OF THIS TITLE.
   3. WHEN THE AUTHORITY ACQUIRES EITHER DIRECTLY OR THROUGH A SUBSIDIARY
 THE PRIVATE ENTITY KNOWN AS CENTRAL HUDSON, THE AUTHORITY SHALL MAINTAIN
 THE  EMPLOYMENT  OF  THE CENTRAL HUDSON EMPLOYEES WHO ARE SUBJECT TO THE
 TERMS OF ANY EXISTING CONTRACT OR CONTRACTS WITH ANY  LABOR  UNION,  AND
 SHALL ASSUME SUCH LABOR CONTRACTS. UPON ACQUISITION OF CENTRAL HUDSON BY
 THE AUTHORITY, SUCH EMPLOYEES SHALL:
   (A)  CONTINUE TO BE TREATED AS PRIVATE SECTOR EMPLOYEES SUBJECT TO THE
 NATIONAL LABOR RELATIONS ACT AND EXEMPT FROM THE NEW YORK  STATE  PUBLIC
 EMPLOYEES FAIR EMPLOYMENT ACT;
   (B) NOT ACQUIRE CIVIL SERVICE STATUS;
   (C)  BE  ENTITLED  TO  CONTINUE TO RECEIVE SUCH SALARY AND BENEFITS AS
 SAID EMPLOYEES RECEIVE AS PROVIDED IN THE EXISTING LABOR UNION CONTRACTS
 AS OF THE DATE OF THE AUTHORITY'S ACQUISITION OF ANY MEMBERSHIP INTEREST
 IN CENTRAL HUDSON;
   (D) BE  ENTITLED  TO  ALL  PROVISIONS  OF  ANY  EXISTING  CONTRACT  OR
 CONTRACTS WITH LABOR UNIONS; AND
   (E)  HAVE  PENSION  AND OTHER BENEFITS, INCLUDING RETIREMENT BENEFITS,
 CONTINUED IN PLANS THAT ARE OPERATED AND ADMINISTERED IN COMPLIANCE WITH
 THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (HEREIN-
 AFTER "ERISA"), AND THE INTERNAL REVENUE CODE,  TO  THE  FULLEST  EXTENT
 ALLOWED  BY LAW.   AFTER ACQUISITION OF CENTRAL HUDSON BY THE AUTHORITY,
 THE AUTHORITY SHALL HAVE AN OBLIGATION TO BARGAIN IN GOOD FAITH WITH THE
 COLLECTIVE BARGAINING REPRESENTATIVE OF SUCH EMPLOYEES PURSUANT  TO  THE
 NATIONAL  LABOR  RELATIONS  ACT.  THE  AUTHORITY MAY, IN ITS DISCRETION,
 UTILIZE THE SERVICES OF A PROFESSIONAL EMPLOYER  ORGANIZATION  (PEO)  AS
 DEFINED IN SECTION NINE HUNDRED SIXTEEN OF THE LABOR LAW TO MAINTAIN THE
 EMPLOYMENT  AND  WORKING  CONDITIONS  OF  THE  CENTRAL  HUDSON EMPLOYEES
 CONSISTENT WITH THE REQUIREMENTS OF THIS SUBDIVISION.    NOTWITHSTANDING
 ANY  PROVISION OF LAW WHICH MAY OR COULD BE DEEMED TO THE CONTRARY, SUCH
 ACQUISITION OF CENTRAL HUDSON BY OR FOR THE AUTHORITY  AND/OR  AUTHORITY
 SUBSIDIARY, AND THE RIGHTS, OBLIGATIONS AND UNDERTAKINGS OF THE AUTHORI-
 TY IN CONNECTION THEREWITH AS HEREINABOVE SET FORTH, ARE HEREBY DECLARED
 TO  BE  IN FURTHERANCE OF THE AUTHORITY'S PROPRIETARY, MARKETPLACE FUNC-
 A. 10332                           20
 
 TION OF PROVIDING A SAFER,  MORE  EFFICIENT,  RELIABLE,  AND  ECONOMICAL
 SUPPLY  OF ELECTRICAL AND GAS ENERGY WITHIN THE SERVICE AREA, WHICH WILL
 REALIZE SAVINGS FOR THE RATEPAYERS AND TAXPAYERS IN THE SERVICE AREA AND
 FURTHER  PROTECT  THE  INTERESTS  OF  RATEPAYERS  AND THE ECONOMY IN THE
 SERVICE AREA.
   § 1022-J. 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  SUCH  COMPTROLLER'S
 LEGALLY  AUTHORIZED  REPRESENTATIVES  ARE  AUTHORIZED AND EMPOWERED FROM
 TIME TO TIME TO EXAMINE THE ACCOUNTS AND BOOKS OF THE AUTHORITY, INCLUD-
 ING ITS  RECEIPTS,  DISBURSEMENTS,  CONTRACTS,  LEASES,  SINKING  FUNDS,
 INVESTMENTS  AND  ANY OTHER RECORDS AND PAPERS RELATING TO ITS FINANCIAL
 STANDING; THE AUTHORITY SHALL NOT BE REQUIRED TO PAY A FEE FOR ANY  SUCH
 EXAMINATION.
   2.  THE  AUTHORITY SHALL HAVE POWER TO CONTRACT WITH HOLDERS OF ANY OF
 ITS BONDS OR NOTES OR OTHER OBLIGATIONS, OR ANY TRUSTEE THEREFOR, AS  TO
 THE  CUSTODY, COLLECTION, SECURING, INVESTMENT AND PAYMENT OF ANY MONEYS
 OF THE AUTHORITY AND OF ANY MONEYS HELD IN TRUST OR  OTHERWISE  FOR  THE
 PAYMENT  OF  BONDS  OR  NOTES OR OTHER OBLIGATIONS, AND TO CARRY OUT ANY
 SUCH CONTRACT. MONEYS HELD IN TRUST OR  OTHERWISE  FOR  THE  PAYMENT  OF
 BONDS  OR  NOTES  OR  OTHER OBLIGATIONS OR IN ANY WAY TO SECURE BONDS OR
 NOTES OR OBLIGATIONS AND DEPOSITS OF SUCH MONEYS  SHALL  BE  SECURED  IN
 FULL  IN  DIRECT  OBLIGATIONS  OF  THE FEDERAL GOVERNMENT THE PAYMENT OF
 WHICH IS GUARANTEED BY THE UNITED STATES OF  AMERICA.  SUCH  INVESTMENTS
 SHALL  BE  HELD  ON DEPOSIT ONLY IN BANKS HAVING A MINIMUM CREDIT RATING
 AND A MINIMUM ACCUMULATED CAPITAL, AS THE 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.
   5.  THE  HUDSON  VALLEY  POWER  AUTHORITY  IS  A PUBLIC ENTITY AND THE
 MANAGEMENT OF ITS FINANCIAL RESOURCES SHALL BE CONDUCTED BY A BANK  THAT
 IS  ACCOUNTABLE TO THE PUBLIC IN WAYS THAT ARE NOT POSSIBLE WITH PRIVATE
 FINANCIAL INSTITUTIONS. SUBSEQUENT TO  THE  PASSAGE  OF  THE  "NEW  YORK
 PUBLIC  BANKING ACT" OR SIMILAR LEGISLATION TO ALLOW FOR THE CREATION OF
 LOCAL PUBLIC BANKS AND THE CHARTERING OF A PUBLIC BANK  IN  THE  SERVICE
 TERRITORY,  THE  HUDSON VALLEY POWER AUTHORITY SHALL TRANSFER ALL FINAN-
 A. 10332                           21
 
 CIAL ASSETS INTO ACCOUNTS HELD BY SUCH AN  INSTITUTION  AS  SOON  AS  IS
 PRACTICABLE.
   §  1022-K.  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-L. 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-M. 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
 THIS SECTION SHALL BE DEEMED TO EXEMPT THE AUTHORITY FROM  ANY  RULE  OR
 REGULATION, INCLUDING THE PUBLIC AUTHORITIES LAW.
   §  1022-N. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY. 1. THE
 AUTHORITY SHALL HAVE POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO
 ISSUE ITS BONDS, NOTES OR OTHER OBLIGATIONS FOR THE PURPOSE OF 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   PROFESSIONAL
 EXPENSES,  AND FUNDING ANY CAPITAL OR OTHER RESERVE FUNDS ESTABLISHED IN
 CONNECTION WITH THE AUTHORITY'S OPERATIONS OR ISSUANCES, IN SUCH PRINCI-
 PAL AMOUNT AS THE TRUSTEES SHALL  DETERMINE  NECESSARY  TO  PERFORM  ITS
 A. 10332                           22
 
 CORPORATE  DUTIES  AND FURTHER ITS PURPOSES AS AUTHORIZED IN THIS TITLE.
 THE MAXIMUM MATURITY OF ANY SUCH BOND SHALL NOT EXCEED THIRTY 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, 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 OBLI-
 GATIONS 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.
   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;
 A. 10332                           23

   (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
 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 AND GAS RATE IN THE
 SERVICE  AREA.  THE PREVAILING ELECTRIC AND GAS RATE IN THE SERVICE AREA
 A. 10332                           24
 
 SHALL MEAN THE AVERAGE OF THE TOTAL RATES, FEES,  AND  CHARGES  PAID  BY
 FORMER CUSTOMERS OF THE UTILITY CORPORATION THAT SERVED SUCH CUSTOMERS.
   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
 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
 A. 10332                           25
 
 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.
   § 1022-O. 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-P. 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
 OCCURS AS A RESULT OF THE STATE OR  OF  A  MUNICIPALITY  EXERCISING  ITS
 RIGHT  TO  AMEND, MODIFY, REPEAL OR OTHERWISE ALTER ANY STATUTE IMPOSING
 OR RELATING TO TAXES, FEES, OR APPROPRIATIONS RELATING THERETO.
   § 1022-Q. 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.
 A. 10332                           26
 
   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-R. 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
 TO ADEQUATELY PROTECT THE INTERESTS OF THE OTHER PARTY UNDER ALL CIRCUM-
 STANCES.
   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-S. 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-
 A. 10332                           27
 
 NATION, RATES OF PAY OR OTHER FORMS OF COMPENSATION, AND  SELECTION  FOR
 TRAINING  AND RETRAINING, INCLUDING APPRENTICESHIP AND ON-THE-JOB TRAIN-
 ING.
   THE  HVPA  SHALL  DILIGENTLY FOLLOW ARTICLE FIFTEEN-A OF THE EXECUTIVE
 LAW TO PROMOTE  CONTRACTING  WITH  MINORITY-  AND  WOMEN-OWNED  BUSINESS
 ENTERPRISES (MWBE).
   §  1022-T.  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-U. PUBLIC SERVICE LAW GENERALLY NOT APPLICABLE TO THE  AUTHORI-
 TY;  INCONSISTENT  PROVISIONS  IN CERTAIN OTHER ACTS SUPERSEDED.  1. THE
 RATES, SERVICES AND PRACTICES RELATING TO THE ELECTRICITY  GENERATED  BY
 FACILITIES  OWNED  OR  OPERATED BY THE AUTHORITY SHALL NOT BE SUBJECT TO
 THE PROVISIONS OF THE PUBLIC SERVICE LAW OR TO  REGULATION  BY,  OR  THE
 JURISDICTION  OF, THE PUBLIC SERVICE COMMISSION OR THE OFFICE OF RENEWA-
 BLE ENERGY SITING, EXCEPT TO THE EXTENT THAT:
   (A) THE  COMMISSION  HAS  PROMULGATED  REGULATIONS  TO  CONTRIBUTE  TO
 ACHIEVING  THE  STATEWIDE GREENHOUSE GAS EMISSIONS LIMITS ESTABLISHED IN
 ARTICLE SEVENTY-FIVE OF THE ENVIRONMENTAL CONSERVATION LAW;
   (B) ARTICLE SEVEN OF THE PUBLIC SERVICE LAW APPLIES TO THE SITING  AND
 OPERATION  OF  A MAJOR UTILITY TRANSMISSION FACILITY AS DEFINED THEREIN;
 AND
   (C) SECTION EIGHTEEN-A OF THE PUBLIC SERVICE LAW PROVIDES FOR  ASSESS-
 MENT FOR CERTAIN COSTS, PROPERTY OR OPERATIONS.
   2. THE ISSUANCE BY THE AUTHORITY OF ITS OBLIGATIONS TO ACQUIRE SECURI-
 TIES  OR  ASSETS  OF  A UTILITY SHALL BE DEEMED NOT TO BE "STATE ACTION"
 WITHIN THE MEANING OF THE STATE ENVIRONMENTAL QUALITY  REVIEW  ACT,  AND
 SUCH ACT SHALL NOT BE APPLICABLE IN ANY RESPECT TO SUCH  ACQUISITION  OR
 ANY ACTION OF THE AUTHORITY TO EFFECT SUCH ACQUISITION.
   3.  IN THE EVENT THAT AN AUDIT INDICATES A FINDING OF FRAUD, ABUSE, OR
 MISMANAGEMENT BY A FORMER SERVICE PROVIDER OF THE AUTHORITY, AND UPON  A
 FINDING  BY  THE  PUBLIC SERVICE COMMISSION THAT REASONABLE CAUSE EXISTS
 FOR THE BASIS OF SUCH INDICATION,  THE  PUBLIC  SERVICE  COMMISSION  MAY
 ORDER  THAT  ANY  RECOMMENDATIONS CONTAINED IN THE AUDIT BE IMPLEMENTED.
 A. 10332                           28

 THE PUBLIC SERVICE COMMISSION MAY ALSO PROVIDE IN THEIR ORDER, THE  DATE
 IN WHICH ANY RECOMMENDATION MUST BE FULLY IMPLEMENTED. FAILURE TO COMPLY
 WITH  ANY  SUCH ORDER CAN RESULT IN THE IMPOSITION OF A CIVIL PENALTY BY
 THE  PUBLIC  SERVICE  COMMISSION  AGAINST THE FORMER SERVICE PROVIDER OR
 REVOCATION OF THE FORMER SERVICE PROVIDER'S AUTHORITY TO OPERATE  WITHIN
 THE STATE.
   §  1022-V.  AUTHORITY  SUBJECT  TO CERTAIN PROVISIONS CONTAINED IN THE
 STATE FINANCE LAW, THE PUBLIC SERVICE LAW, THE SOCIAL SERVICES  LAW  AND
 THE  GENERAL  MUNICIPAL  LAW.  ALL  CONTRACTS  OF THE AUTHORITY SHALL BE
 SUBJECT TO THE PROVISIONS OF THE STATE FINANCE LAW RELATING TO CONTRACTS
 MADE BY THE STATE. THE AUTHORITY SHALL ALSO ESTABLISH  RULES  AND  REGU-
 LATIONS  WITH  RESPECT  TO PROVIDING TO ITS RESIDENTIAL GAS AND ELECTRIC
 UTILITY CUSTOMERS THOSE RIGHTS  AND PROTECTIONS PROVIDED IN ARTICLE  TWO
 AND  SECTIONS  ONE  HUNDRED  SEVENTEEN  AND  ONE HUNDRED EIGHTEEN OF THE
 PUBLIC SERVICE LAW AND SECTION ONE HUNDRED THIRTY-ONE-S  OF  THE  SOCIAL
 SERVICES  LAW.  THE  AUTHORITY  SHALL  CONFORM  TO  ANY SAFETY STANDARDS
 REGARDING  MANUAL LOCKABLE DISCONNECT SWITCHES FOR SOLAR ELECTRIC GENER-
 ATING EQUIPMENT ESTABLISHED BY THE PUBLIC SERVICE COMMISSION PURSUANT TO
 SUBPARAGRAPH (II) OF PARAGRAPH (A) OF SUBDIVISION FIVE AND  SUBPARAGRAPH
 (II)  OF  PARAGRAPH  (A) OF SUBDIVISION FIVE-A OF SECTION SIXTY-SIX-J OF
 THE  PUBLIC  SERVICE  LAW.  THE  AUTHORITY  SHALL  LET   CONTRACTS   FOR
 CONSTRUCTION  OR  PURCHASE OF SUPPLIES, MATERIALS, OR EQUIPMENT PURSUANT
 TO SECTION ONE HUNDRED THREE AND PARAGRAPH (E) OF  SUBDIVISION  FOUR  OF
 SECTION ONE HUNDRED TWENTY-W OF THE GENERAL MUNICIPAL LAW.
   §  1022-W. 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-X.  PERIODIC  REVIEW BY THE LEGISLATURE.   BEGINNING TWO YEARS
 AFTER THE EFFECTIVE DATE OF THIS SECTION, 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-Y. HUDSON VALLEY POWER AUTHORITY OBSERVATORY. 1. A NOT-FOR-PRO-
 FIT  CORPORATION  KNOWN AS THE HUDSON VALLEY POWER AUTHORITY OBSERVATORY
 SHALL BE ESTABLISHED UNDER SECTION ONE THOUSAND FOUR HUNDRED THIRTEEN OF
 THE NOT-FOR-PROFIT CORPORATION LAW BY THE  INAUGURAL  STATUTORY  MEMBERS
 AND  CHARGED  WITH  THE  DUTIES  AND  HAVING THE POWERS PROVIDED IN THIS
 TITLE. THE OBSERVATORY SHALL BE A SPECIAL NOT-FOR-PROFIT CORPORATION AS,
 A POLITICAL SUBDIVISION OF THE STATE, EXERCISING GOVERNMENTAL AND PUBLIC
 POWERS, PERPETUAL IN DURATION, CAPABLE  OF  SUING  AND  BEING  SUED  AND
 HAVING  A SEAL, AND WHICH SHALL HAVE THE POWERS AND DUTIES ENUMERATED IN
 THIS TITLE, TOGETHER WITH SUCH OTHERS AS MAY BE  CONFERRED  UPON  IT  BY
 LAW.
   2.  THE PURPOSE OF THE OBSERVATORY IS TO OPERATE AS A QUASI-GOVERNMEN-
 TAL CIVIL SOCIETY ORGANIZATION TO HELP THE AUTHORITY ACHIEVE  ITS  GOALS
 BY  ENGAGING IN COMMUNITY PARTICIPATION, TRANSPARENCY, AND LOCAL BENEFIT
 SHARING. THE OBSERVATORY'S PRIMARY FUNCTIONS ARE TO MONITOR THE UTILITY,
 CONDUCT RESEARCH, AND SUPPORT LOCAL PROJECTS.
   3. THE GOVERNING BOARD OF  THE  AUTHORITY  SHALL  CONSIST  OF  FIFTEEN
 MEMBERS  ALL  OF  WHOM  SHALL BE RESIDENTS OF THE SERVICE AREA, EIGHT OF
 WHOM SHALL BE DETERMINED BY STATUTE AND SEVEN OF WHOM SHALL BE APPOINTED
 A. 10332                           29
 
 BY THE STATUTORY MEMBERS. OF THE STATUTORY MEMBERS, FOUR WILL BE ELECTED
 COUNTY REPRESENTATIVES, WHO WILL BE ELECTED TO FOUR YEAR  TERMS  IN  THE
 SAME  ELECTION  CYCLE AS THE GOVERNOR AS PRESCRIBED IN THE ELECTION LAW.
 THREE  OF  THESE MEMBERS WILL BE FROM EACH OF THE CORE COUNTIES: ULSTER,
 DUTCHESS, AND GREENE (MEMBERS ONE, TWO, AND THREE). ONE MEMBER WILL BE A
 COMBINED COUNTY MEMBER FROM THE OUTLYING COUNTIES IN THE  SERVICE  AREA:
 ALBANY,  COLUMBIA, ORANGE, PUTNAM, AND SULLIVAN (MEMBER FOUR). VOTERS IN
 AN ELECTION DISTRICT WILL HAVE THE OPTION TO VOTE FOR AN ELECTED  MEMBER
 IF  THERE  ARE  ANY  RATEPAYERS IN THEIR ELECTION DISTRICT. THE BOARD OF
 ELECTIONS MAY CALL A SPECIAL ELECTION AFTER THE BILL IS SIGNED INTO  LAW
 TO  SELECT  THE FIRST FOUR STATUTORY MEMBERS. TWO STATUTORY MEMBERS WILL
 BE LABOR MEMBER REPRESENTATIVES SELECTED BY THE IBEW LOCAL 320  (MEMBERS
 FIVE  AND  SIX). TWO STATUTORY MEMBERS WILL BE FROM ONE OR MORE ACADEMIC
 INSTITUTIONS THAT ARE PARTNERS TO THE  OBSERVATORY  (MEMBERS  SEVEN  AND
 EIGHT).  THE  STATUTORY MEMBERS WILL APPOINT THE SEVEN APPOINTED MEMBERS
 (MEMBERS NINE THROUGH FIFTEEN). APPOINTED MEMBERS SHALL  HAVE  EXPERTISE
 IN  ONE  OF THE RELEVANT SECTORS MENTIONED IN SECTION ONE THOUSAND TWEN-
 TY-TWO-A OF THE THIS TITLE.  MEMBERS FIVE THROUGH  FIFTEEN  SHALL  SERVE
 STAGGERED  FOUR-YEAR TERMS, EXCEPT DURING THE FIRST TERM OF APPOINTMENTS
 UPON THE EFFECTIVE DATE OF THE CHAPTER OF THE LAWS OF TWO THOUSAND TWEN-
 TY-FOUR THAT ADDED THIS SECTION.  MEMBERS FIVE, EIGHT, AND ELEVEN  SHALL
 BE  APPOINTED  FOR  TWO  YEARS,  MEMBERS SIX, NINE, TWELVE, AND FOURTEEN
 SHALL BE APPOINTED FOR THREE YEARS, AND MEMBERS  SEVEN,  TEN,  THIRTEEN,
 AND FIFTEEN SHALL BE APPOINTED FOR FOUR YEARS. THIS WILL ALLOW FOR STAG-
 GERED APPOINTMENTS TO ENSURE A DEGREE OF CONTINUITY OF COMMITTEE MEMBER-
 SHIP.
   4.  THE MEMBERS SHALL SERVE WITH COMPENSATION AND 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
 MEMBERS, IN EACH CASE UPON APPROPRIATE DOCUMENTATION BY  THE  SUBMITTING
 MEMBER.  THE  LEVEL  OF  COMPENSATION  WILL  BE  THE VALUE OF TWO COURSE
 RELEASES, AND THE MEMBERS WILL SET  THE  CASH  EQUIVALENT  OF  A  COURSE
 RELEASE  FOR  NON-ACADEMIC  MEMBERS ON AN ANNUAL BASIS. NO MEMBER OR ANY
 ENTITY, THE MAJORITY OF WHICH IS OWNED  OR  CONTROLLED  BY  ANY  MEMBER,
 SHALL  RECEIVE  ANY  ADDITIONAL  COMPENSATION  FROM  THE AUTHORITY OR BE
 EMPLOYED BY THE AUTHORITY IN ANY OTHER CAPACITY BY WHATEVER MEANS.
   5. EIGHT MEMBERS SHALL CONSTITUTE A  QUORUM  FOR  THE  TRANSACTION  OF
 BUSINESS,  AND  THE AFFIRMATIVE VOTE OF EIGHT MEMBERS AT A MEETING SHALL
 BE NECESSARY TO THE VALIDITY OF ANY RESOLUTION, ORDER OR  DETERMINATION.
 THE  MEMBERS, IN BY-LAWS OR BY RESOLUTION, MAY ALLOW FOR ATTENDANCE AT A
 MEETING OF THE GOVERNING BOARD BY SPEAKER PHONE OR ANY OTHER  ELECTRONIC
 MEANS BY WHICH ALL MEETING PARTICIPANTS CAN HEAR ONE ANOTHER.
   6.  THE  MEMBERS SHALL APPOINT AN EXECUTIVE COMMITTEE OF NOT LESS THAN
 FIVE MEMBERS AND SHALL DELEGATE SUCH DUTIES AND RESPONSIBILITIES OF  THE
 MEMBERS  TO  THE  EXECUTIVE  COMMITTEE  AS IT MAY DETERMINE FROM TIME TO
 TIME.  IN ADDITION TO THE EXECUTIVE COMMITTEE, THERE WILL BE A  MONITOR-
 ING  COUNCIL, RESEARCH COUNCIL, AND LOCAL PROJECTS COUNCIL. THE MONITOR-
 ING COUNCIL SHALL STUDY THE UTILITY AS A TRADITIONAL INDEPENDENT  WATCH-
 DOG  AND  DELIVER  COMMENTS OR MAKE RECOMMENDATIONS TO THE HUDSON VALLEY
 POWER AUTHORITY'S BOARD OF TRUSTEES. THE RESEARCH COUNCIL  SHALL  REVIEW
 THE  AUTHORITY'S  OPERATIONS  IN  TERMS  OF  RELIABILITY, AFFORDABILITY,
 CLIMATE RESILIENCE, AND ENVIRONMENTAL JUSTICE. THE LOCAL PROJECTS  COUN-
 CIL  SHALL  SUPPORT COMMUNITIES IN THEIR OWN EFFORTS TO CREATE OR IMPLE-
 MENT ENERGY PROJECTS AND PARTNERSHIPS INDEPENDENT OF THE AUTHORITY. EACH
 YEAR, THE AUTHORITY WILL TRANSFER A PORTION OF ITS REVENUE INTO COMMUNI-
 TY-CONTROLLED TRUST FUNDS. THE LOCAL PROJECTS COUNCIL WILL RUN A  PARTI-
 A. 10332                           30
 
 CIPATORY BUDGETING PROCESS TO DEMOCRATICALLY DECIDE ON COMMUNITY BENEFIT
 PROJECTS  THE  FUND  CAN  BE SPENT TOWARDS. LOCAL ELECTED OFFICIALS WILL
 PLAY A CRITICAL ROLE IN HELPING  SHAPE  THE  PROCESS.  THE  MEMBERS  MAY
 APPOINT SUCH ADDITIONAL COMMITTEES WITH SUCH DUTIES AND RESPONSIBILITIES
 AS THEY MAY DETERMINE FROM TIME TO TIME.
   7.  THE  MEMBERS  FROM  TIME TO TIME SHALL HIRE, WITHOUT REGARD TO ANY
 PERSONNEL OR CIVIL SERVICE LAW, RULE OR REGULATION OF  THE  STATE,  SUCH
 OFFICERS  AND  EMPLOYEES, INCLUDING AN EXECUTIVE DIRECTOR AND SUCH ENGI-
 NEERING, MANAGEMENT AND LEGAL OFFICERS, AND OTHER  PROFESSIONAL  EMPLOY-
 EES,  INCLUDING  BUT  NOT LIMITED TO ACCOUNTING, PLANNING, CONSTRUCTION,
 MARKETING, FINANCE, APPRAISAL,  BANKING  AND  TRUSTEE  SERVICES,  TRANS-
 MISSION  AND  DISTRIBUTION,  ENERGY  MANAGEMENT, INFORMATION TECHNOLOGY,
 CYBER SECURITY, POWER SUPPLY, HUMAN  RESOURCES,  PROCUREMENT,  TREASURY,
 ENERGY  EFFICIENCY, CUSTOMER SERVICE AND ANY OTHER AREA OF UTILITY OPER-
 ATIONS, AS THE MEMBERS 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.
   8. THE OBSERVATORY AND ITS NON-PROFIT EXISTENCE SHALL  CONTINUE  UNTIL
 TERMINATED BY LAW ONCE INCORPORATED.
   9.  IN  THE  EVENT  THAT  THE  HUDSON  VALLEY POWER AUTHORITY DOES NOT
 COMMENCE DELIVERING ELECTRIC POWER WITHIN TEN  YEARS  OF  THE  EFFECTIVE
 DATE  OF  THIS  TITLE,  THE  OBSERVATORY  SHALL  CEASE  TO EXIST AND THE
 PROVISIONS OF THIS TITLE SHALL BE OF NO FURTHER FORCE AND EFFECT.
   § 1022-Z. 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. HUDSON VALLEY POWER AUTHORITY
   §  3.  Subdivision 6 of section 1005 of the public authorities law, as
 amended by chapter 294 of the laws of 1968,  the  opening  paragraph  as
 amended  by  section  18  of  part CC of chapter 60 of the laws of 2011,
 paragraph f as added by chapter 294 of the laws of 1968, paragraph d  as
 amended,  paragraph  e as added and paragraph f as relettered by chapter
 369 of the laws of 1974, is amended to read as follows:
   6. To develop, maintain, manage and operate its  projects  other  than
 the  Niagara  and  Saint  Lawrence  hydroelectric  projects so as (i) to
 provide an adequate supply of energy  for  optimum  utilization  of  its
 hydroelectric  projects,  (ii)  to  attract  and expand high load factor
 industry, (iii) to [provide for the additional needs  of  its  municipal
 electric and rural electric cooperative customers] OPERATE FOR THE BENE-
 FIT OF THE GENERAL PUBLIC AND, IN DISPOSING OF ELECTRIC ENERGY GENERATED
 AT  THESE FACILITIES, TO GIVE PREFERENCE AT ALL TIMES TO MUNICIPALITIES,
 OTHER POLITICAL SUBDIVISIONS OF THE STATE,  AND  COOPERATIVES,  (iv)  to
 provide  a  supply  of power and energy for use in the recharge New York
 power program as recharge New York market power, and (v)  to  assist  in
 maintaining an adequate, dependable electric power supply for the state.
 A. 10332                           31

   AN APPLICATION BY ANY MUNICIPALITY, OTHER POLITICAL SUBDIVISION OF THE
 STATE,  OR COOPERATIVE FOR AN ALLOCATION OF ELECTRIC ENERGY SHALL NOT BE
 DENIED, OR ANOTHER APPLICATION COMPETING OR  IN  CONFLICT  THEREWITH  BE
 GRANTED,  TO ANY PRIVATE CORPORATION, COMPANY, AGENCY, OR PERSON, ON THE
 GROUND THAT ANY PROPOSED BOND OR OTHER SECURITY ISSUE OF ANY SUCH PUBLIC
 BODY  OR  COOPERATIVE,  THE  SALE  OF  WHICH IS NECESSARY TO ENABLE SUCH
 PROSPECTIVE PURCHASER TO ENTER INTO THE PUBLIC BUSINESS OF  SELLING  AND
 DISTRIBUTING  THE ELECTRIC ENERGY PROPOSED TO BE PURCHASED, HAS NOT BEEN
 AUTHORIZED OR MARKETED, UNTIL AFTER A REASONABLE TIME, TO BE  DETERMINED
 BY  THE ADMINISTRATOR, HAS BEEN AFFORDED SUCH PUBLIC BODY OR COOPERATIVE
 TO HAVE SUCH BOND OR OTHER SECURITY ISSUE AUTHORIZED OR MARKETED.
   IT IS DECLARED TO BE THE POLICY OF THE LEGISLATURE,  AS  EXPRESSED  IN
 THIS  CHAPTER,  TO  PRESERVE  THE  SAID  PREFERENTIAL  STATUS OF MUNICI-
 PALITIES, OTHER POLITICAL SUBDIVISIONS OF THE  STATE,  AND  COOPERATIVES
 HEREIN  REFERRED  TO,  AND  TO  GIVE  TO  THE PEOPLE OF THE STATE WITHIN
 ECONOMIC TRANSMISSION DISTANCE OF THE AUTHORITY'S FACILITIES  REASONABLE
 OPPORTUNITY  AND  TIME  TO  HOLD  ANY  ELECTION OR ELECTIONS OR TAKE ANY
 ACTION NECESSARY TO CREATE SUCH POLITICAL SUBDIVISIONS OF THE STATE  AND
 COOPERATIVES  AS  THE  LAWS  OF  THE  STATE AUTHORIZE AND PERMIT, AND TO
 AFFORD SUCH POLITICAL SUBDIVISIONS OF THE STATE OR COOPERATIVES  REASON-
 ABLE  TIME AND OPPORTUNITY TO TAKE ANY ACTION NECESSARY TO AUTHORIZE THE
 ISSUANCE OF BONDS OR TO ARRANGE OTHER FINANCING NECESSARY  TO  CONSTRUCT
 OR ACQUIRE NECESSARY AND DESIRABLE ELECTRIC DISTRIBUTION FACILITIES, AND
 IN  ALL  OTHER  RESPECTS  LEGALLY  TO  BECOME  QUALIFIED  PURCHASERS AND
 DISTRIBUTORS OF ELECTRIC ENERGY AVAILABLE UNDER THIS CHAPTER.
   Contracts for the sale, transmission and  distribution  of  power  and
 energy  generated by such projects shall provide for the effectuation of
 the policy set forth in this title relating to such projects  and  shall
 provide:
   a. Payment of all operating and maintenance expenses of the projects.
   b.  Interest on and amortization and reserve charges sufficient within
 fifty years of the date of issuance to retire the bonds of the authority
 issued for the projects.
   c. For the cancellation and termination  of  any  such  contract  upon
 violation  of  the  terms  thereof  by  the  purchasing, transmitting or
 distributing public agency or company, or any subsidiary thereof.
   d. That the rates, services and practices of the purchasing, transmit-
 ting and/or distributing public agencies and rural electric cooperatives
 in respect to the power and energy from such projects shall be  governed
 by the provisions and principles established in the contract, and not by
 regulations of the public service commission or by general principles of
 public  service law regulating rates, services and practices and that in
 the event any such public agencies or cooperatives which purchase  power
 from  the  authority shall sell any such power for resale, such sale for
 resale shall be made at rates no higher than those at  which  the  power
 was purchased from the authority.
   e. In the case of a contract with an electric corporation entered into
 on  or after May first, nineteen hundred seventy-four (i) for assurances
 by the electric corporation of prompt and timely payment  of  all  bills
 rendered by the authority and that failure to make such prompt and time-
 ly  payment  shall be grounds for immediate termination of the contract,
 and (ii) that in the event the contract is so terminated,  the  electric
 company  will  wheel  to such purchasers as the authority may direct the
 power and energy that would have been sold to the electric  company  had
 the contract not been terminated.
 A. 10332                           32
 
   f.  GRANT REASONABLE RATE DISCOUNTS TO MUNICIPALITIES, OTHER POLITICAL
 SUBDIVISIONS OF THE STATE, AND COOPERATIVES IN A MANNER NOT INCONSISTENT
 WITH THE PROVISIONS AND POLICY OF THIS TITLE.
   G.  IN ORDER TO FOSTER A CLOSE RELATIONSHIP BETWEEN PUBLIC POWER ENTI-
 TIES, SPECIFICALLY BETWEEN THE HUDSON VALLEY POWER AUTHORITY AND THE NEW
 YORK POWER AUTHORITY, THE LATTER IS TASKED WITH  BUILDING,  OWNING,  AND
 OPERATING  NEW  TRANSMISSION FOR THE FORMER UNDER CERTAIN CIRCUMSTANCES.
 SPECIFICALLY, IF THE HUDSON VALLEY POWER  AUTHORITY  REQUESTS  THAT  NEW
 TRANSMISSION  BE  BUILT BY THE NEW YORK POWER AUTHORITY BECAUSE IT WOULD
 BE CHEAPER OR MORE EFFICIENT THAN BUILDING IT ITSELF, THE NEW YORK POWER
 AUTHORITY SHALL NOT DENY ANY REASONABLE REQUEST.
   H. Such other terms not inconsistent with the provisions and policy of
 this title as the authority may deem advisable.
   § 4. The not-for-profit corporation law is amended  by  adding  a  new
 section 1413 to read as follows:
 § 1413. ENERGY OBSERVATORY CORPORATIONS.
   (A)  DEFINITIONS.  AN  ENERGY OBSERVATORY CORPORATION IS A CORPORATION
 FORMED UNDER OR BY A GENERAL OR SPECIAL LAW FOR  STUDYING  AND  ENABLING
 EFFECTIVE COMMUNITY GOVERNANCE OF POWER AUTHORITIES.
   (B)  TYPE  OF CORPORATION. AN ENERGY OBSERVATION CORPORATION IS A NON-
 CHARITABLE CORPORATION UNDER THIS CHAPTER.
   (C) CORPORATE NAME. AN ENERGY OBSERVATORY CORPORATION SHALL BE  CALLED
 THE  NAME  OF  THE  AUTHORITY IT MONITORS AND STUDIES WITH "OBSERVATORY"
 APPENDED TO IT AT THE END. NO OTHER  CORPORATION  SHALL  HAVE  THE  SAME
 NAME.
   (D)  GOVERNING  BOARD.  AN  ENERGY  OBSERVATORY  CORPORATION  SHALL BE
 MANAGED BY ITS GOVERNING BOARD. THE NUMBER OF MEMBERS SHALL NOT BE  LESS
 THAN  FIVE AND SHALL NOT BE GREATER THAN TWENTY. THE MEMBERS SHOULD HAVE
 A DIVERSITY OF EXPERIENCE FROM THE FOLLOWING RELEVANT SECTORS:  ENVIRON-
 MENTAL JUSTICE, CONSUMER PROTECTION, INDIGENOUS NATION RIGHTS, COMMUNITY
 RENEWABLE  ENERGY, ELECTRIFICATION, ENERGY EFFICIENCY, WORKPLACE ISSUES,
 AND LOCAL GOVERNMENT.
   (E) FUNDING OF THE OBSERVATORY CORPORATION:
   (1) AN OBSERVATORY CORPORATION SHALL BE FUNDED THROUGH A  MONTHLY  FEE
 OF  EACH RATEPAYER SERVED BY THE AUTHORITY. THE OBSERVATORY SHALL BE SET
 UP WITH A ONE-TIME DONATION OF  NOT  LESS  THAN  FIVE  HUNDRED  THOUSAND
 DOLLARS FROM THE AUTHORITY.
   (2) AN OBSERVATORY CORPORATION SHALL NOT ISSUE BONDS, STOCKS, OR OTHER
 SECURITY INTERESTS OR INCUR A DEBT TO A BANK OR OTHER FINANCIAL INSTITU-
 TION OF ANY DURATION.
   (3)  AN  OBSERVATORY  CORPORATION  SHALL  ONLY  PLACE CASH RESERVES OR
 SURPLUS IN A CHECKING OR SAVINGS ACCOUNT AT A DEPOSITORY INSTITUTION.
   (F) RESTRICTIONS ON THE FORMATION OF CORPORATIONS. THERE SHALL BE  BUT
 ONE ENERGY OBSERVATION CORPORATION PER AUTHORITY.
   (G) STAFF. AN ENERGY OBSERVATORY CORPORATION SHALL EMPLOY AN EXECUTIVE
 DIRECTOR,  STAFF,  AND  SUCH  OTHER  AGENTS  AND EMPLOYEES, PERMANENT OR
 TEMPORARY, AS IT MAY REQUIRE, AND MAY DETERMINE THE  QUALIFICATIONS  AND
 FIX THE COMPENSATION AND BENEFITS OF SUCH PERSONS.
   (H)  PUBLIC  ASSEMBLIES.  THE  BOARD AND EXECUTIVE DIRECTOR SHALL HOLD
 SEMI-ANNUAL ASSEMBLIES TO ENSURE PUBLIC PARTICIPATION, TRANSPARENCY  AND
 ACCOUNTABILITY.
   § 5. 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.