S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   2127
 
                        2025-2026 Regular Sessions
 
                           I N  A S S E M B L Y
 
                             January 15, 2025
                                ___________
 
 Introduced  by  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.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD02011-02-5
              

 A. 2127                             2
 
         1022-N. BONDS, NOTES AND OTHER OBLIGATIONS OF THE AUTHORITY.
         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-
 A. 2127                             3
 
 DENTAL  TO AND INCLUDED IN SUCH SYSTEM OR PART THEREOF, AND ANY IMPROVE-
 MENTS, EXTENSIONS OR BETTERMENTS. THE TERM "PROPERTY" SHALL ALSO INCLUDE
 ANY AND ALL INTERESTS IN REAL PROPERTY LESS THAN  FULL  TITLE,  SUCH  AS
 EASEMENTS,  RIGHTS OF WAY, USES, LEASES, LICENSES AND ALL OTHER INCORPO-
 REAL HEREDITAMENTS AND EVERY ESTATE, INTEREST OR RIGHT, LEGAL OR EQUITA-
 BLE, INCLUDING TERMS FOR YEARS AND LIENS THEREON BY  WAY  OF  JUDGMENTS,
 MORTGAGES  OR OTHERWISE, AND ALSO ALL CLAIMS FOR DAMAGES RELATED TO SUCH
 REAL ESTATE.
   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
 A. 2127                             4
 
 TERMS, EXCEPT DURING THE FIRST TERM OF APPOINTMENTS UPON  THE  EFFECTIVE
 DATE  OF  THE CHAPTER OF THE LAWS OF TWO THOUSAND TWENTY-FIVE 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.
 A. 2127                             5
 
   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.
   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 EFFECTIVE DATE OF THIS TITLE.
   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.
 A. 2127                             6
 
   § 1022-D. POWERS AND DUTIES OF THE AUTHORITY. THE POWERS CONFERRED  BY
 THIS  TITLE  SHALL BE EXERCISED BY THE TRUSTEES, SUBJECT TO THE TERMS OF
 THIS TITLE. IN THE EXERCISE OF THOSE POWERS, EITHER DIRECTLY OR  THROUGH
 ITS  OFFICERS  AND  EMPLOYEES, THE TRUSTEES MAY DO THE FOLLOWING THINGS,
 AMONG  OTHERS,  AND  THE  FOLLOWING  LIST  OF POWERS SHALL NOT BE DEEMED
 COMPLETE OR EXCLUSIVE, OR TO DENY THE EXISTENCE OF OTHER POWERS, WHETHER
 SIMILAR OR DIFFERENT, SO LONG  AS  THEY  ARE  REASONABLY  NECESSARY  FOR
 ACCOMPLISHING THE PURPOSES DECLARED AND INDICATED IN THIS TITLE:
   1.  TO  MAKE  AND  ALTER BY-LAWS FOR THE REGULATION OF ITS AFFAIRS AND
 CONDUCT OF ITS ACTIVITIES, TO SCHEDULE ANNUAL, REGULAR AND SPECIAL MEET-
 INGS OF THE TRUSTEES, AS THE CONDUCT OF THE BUSINESS  OF  THE  AUTHORITY
 MAY WARRANT, AND TO ADOPT AND AMEND AN OFFICIAL SEAL;
   2.  TO  DEVELOP,  ACQUIRE,  CONSTRUCT,  RECONSTRUCT,  REHABILITATE AND
 IMPROVE FACILITIES FOR THE DISTRIBUTION OF ELECTRIC 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 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
 A. 2127                             7
 
 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;
   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
 A. 2127                             8
 
 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 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 WITHIN 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.
   (C) THE HUDSON VALLEY POWER AUTHORITY MAY OFFER A ONE-TIME  CREDIT  TO
 CUSTOMERS WHO HAVE A DIGITAL UTILITY METER INSTALLED ON THEIR PREMISES.
   §  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-
 A. 2127                             9
 
 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  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-
 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:
 A. 2127                            10
 
   (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
 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
 A. 2127                            11
 
 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
 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  ARTICLE
 EIGHT  OF  THE PUBLIC SERVICE LAW RESPECTING ANY RENEWABLE ENERGY SYSTEM
 DEVELOPED BY THE AUTHORITY OR AN AUTHORITY SUBSIDIARY AFTER  THE  EFFEC-
 TIVE DATE OF THIS SUBDIVISION THAT MEETS THE DEFINITION OF "MAJOR RENEW-
 ABLE  ENERGY FACILITY" AS DEFINED IN SECTION ONE HUNDRED THIRTY-SEVEN OF
 THE PUBLIC SERVICE LAW,  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-
 A. 2127                            12

 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
 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
 ELECTRIC  ENERGY  CONSUMPTION  INCREASES, THE MARGINAL COST INCREASES AS
 WELL.
   (B) THE FIRST BLOCK OF RESIDENTIAL ELECTRIC ENERGY USE WILL BE  PRICED
 AT BELOW MARKET RATE.
   (C) ADDITIONAL BLOCKS SHALL BE DETERMINED IN THE RATE-MAKING PROCESS.
   (D)  IT  SHALL  BE  A  GOAL  OF THE HVPA THAT ALL ELECTRIC 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. 2127                            13
 
   (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
 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 ELECTRIC RATES EQUAL TO OR
 LESS THAN THE PROJECTED ELECTRIC RATES WHICH WOULD RESULT IF SUCH UTILI-
 TY 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 ELECTRICITY IN A RELIABLE,  EFFICIENT
 AND  ECONOMIC MANNER AND RETAINING EXISTING COMMERCE AND INDUSTRY IN AND
 ATTRACTING NEW COMMERCE AND INDUSTRY TO THE SERVICE AREA, ALL  OF  WHICH
 ARE MATTERS OF STATE-WIDE CONCERN.
   2.  IN  FURTHERANCE OF THE LEGISLATIVE FINDINGS AND DETERMINATIONS SET
 FORTH IN SUBDIVISION ONE  OF  THIS  SECTION,  THE  AUTHORITY  IS  HEREBY
 AUTHORIZED AND EMPOWERED TO ACQUIRE, THROUGH PURCHASE OR THE EXERCISE OF
 THE POWER OF EMINENT DOMAIN, ALL OR ANY PART OF THE SECURITIES OR ASSETS
 OF  A  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
 ELECTRIC 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 ELECTRIC RATES PROJECTED TO  BE  CHARGED  BY
 A. 2127                            14
 
 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
 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 ELECTRIC RATES LESS THAN THE  PROJECTED  ELECTRIC
 RATES WHICH WOULD RESULT FROM CONTINUED OPERATION BY SUCH UTILITY CORPO-
 RATION.
   (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 ELECTRIC RATES LESS THAN THE
 PROJECTED ELECTRIC 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 HOWEV-
 ER,  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
 A. 2127                            15
 
 DESCRIBING  THE  STOCK BEING ACQUIRED, THE VALUATION DATE, AS DETERMINED
 BY THE AUTHORITY, AND SUCH ADDITIONAL INFORMATION AS THE  AUTHORITY  MAY
 REASONABLY  DEEM NECESSARY TO FACILITATE THE PROCESS OF CONDEMNATION AND
 PAYMENT.  THE  NOTICE  SHALL STATE THAT IT IS A NOTICE OF PENDENCY OF AN
 ACQUISITION PROCEEDING AND THAT THE AUTHORITY WILL ELECT WHETHER OR  NOT
 TO PAY THE AMOUNT OF SUCH AWARD WHEN IT HAS BEEN FINALLY DETERMINED. THE
 AUTHORITY  ALSO SHALL CAUSE A COPY OF SUCH NOTICE: (I) TO BE SERVED UPON
 THE STOCK TRANSFER AGENT OR AGENTS DESIGNATED  BY  SUCH  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
 A. 2127                            16
 
 EXTENT SUCH PROCEDURE IS INCONSISTENT WITH THE PROVISIONS OF THIS TITLE,
 IN WHICH CASE THE PROVISIONS OF THIS TITLE SHALL CONTROL.
   (F)  UPON  THE ENTRY OF AN AWARD FINALLY DETERMINING JUST COMPENSATION
 FOR THE STOCK, THE AUTHORITY SHALL HAVE  SIXTY  DAYS  AFTER  RECEIPT  OF
 NOTICE  OF ENTRY OF SUCH AWARD WITHIN WHICH TO ELECT TO PROCEED WITH THE
 TAKING OR TO ABANDON SUCH ACQUISITION AS PROVIDED IN SUBDIVISION NINE OF
 THIS SECTION.  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 ACQUI-
 SITION, IT SHALL DEPOSIT WITH THE SUPREME COURT IN WHICH  THE  CONDEMNA-
 TION 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 SUBDIVISION NINE OF THIS
 SECTION SHALL APPLY.
   (G) IT SHALL BE A CONDITION PRECEDENT TO THE PAYMENT  OF  COMPENSATION
 FOR  ANY  SUCH  SECURITIES  THAT  SUCH  SECURITIES BE SURRENDERED TO THE
 SUPREME COURT OR TO SUCH OTHER  ENTITY,  INCLUDING  THE  ISSUER'S  STOCK
 TRANSFER AGENT, AS THE SUPREME COURT MAY DIRECT.
   6. PROCEDURE FOR ACQUISITION OF A 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
 A. 2127                            17
 
 PROCEDURE  LAW,  SO  FAR AS CONSISTENT HEREWITH. SUCH PETITION, TOGETHER
 WITH A NOTICE OF PENDENCY OF THE  PROCEEDING,  SHALL  BE  FILED  IN  THE
 OFFICE  OF  THE  COUNTY  CLERK  OF  THE  COUNTY IN WHICH THE PROPERTY IS
 LOCATED  AND SHALL BE INDEXED AND RECORDED AS PROVIDED BY LAW. A COPY OF
 SUCH PETITION, TOGETHER WITH A NOTICE OF  THE  PRESENTATION  THEREOF  TO
 SUCH  SPECIAL TERM OF THE SUPREME COURT, SHALL BE SERVED UPON THE OWNERS
 OF SUCH PROPERTY AS PROVIDED IN THE EMINENT DOMAIN  PROCEDURE  LAW.  THE
 AUTHORITY MAY CAUSE A DUPLICATE ORIGINAL AFFIDAVIT OF THE SERVICE THERE-
 OF TO BE RECORDED IN THE BOOKS USED FOR RECORDING DEEDS IN THE OFFICE OF
 THE  COUNTY  CLERK OF THE COUNTY IN WHICH THE PROPERTY DESCRIBED IN SUCH
 NOTICE IS LOCATED, AND THE RECORDING OF SUCH AFFIDAVIT  SHALL  BE  PRIMA
 FACIE EVIDENCE OF DUE SERVICE THEREOF.
   (D)  SUBSEQUENT PROCEEDINGS SHALL BE CONDUCTED GENERALLY IN THE MANNER
 PRESCRIBED BY THE EMINENT DOMAIN PROCEDURE LAW EXCEPT TO THE EXTENT  THE
 PROVISIONS  THEREOF  ARE INCONSISTENT WITH THE PROVISIONS OF THIS TITLE,
 IN WHICH CASE THE PROVISIONS OF THIS TITLE SHALL CONTROL.
   (E) 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
 A. 2127                            18
 
 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
 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 ELECTRIC RATES IN EXCESS OF
 THE PROJECTED ELECTRIC RATES WHICH WOULD RESULT FROM CONTINUED OPERATION
 BY SUCH UTILITY CORPORATION, THE AUTHORITY SHALL  ABANDON  THE  ACQUISI-
 TION.  IN  SUCH EVENT, THE AUTHORITY SHALL SERVE NOTICE OF SUCH ABANDON-
 MENT (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 UTILITY  CORPORATION'S  STOCK  TRANSFER  BOOKS
 IMMEDIATELY PRIOR TO SUCH ACQUISITION AT THE ADDRESS SHOWN ON SUCH STOCK
 A. 2127                            19
 
 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  CIRCU-
 LATION 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 SHALL FILE A COPY OF THE NOTICE OF ABAN-
 DONMENT 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
 A. 2127                            20
 
 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-
 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
 A. 2127                            21

 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-
 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 THIS CHAPTER.
   § 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
 A. 2127                            22
 
 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
 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;
 A. 2127                            23
 
   (B) PLEDGING, ASSIGNING OR CREATING A LIEN  ON  ALL  OR  ANY  PART  OF
 ASSETS  OF  THE  AUTHORITY, INCLUDING MORTGAGES AND OBLIGATIONS SECURITY
 MORTGAGES, TO SECURE THE PAYMENT OF THE BONDS, SUBJECT  TO  SUCH  AGREE-
 MENTS WITH HOLDERS OF SECURITIES OF THE AUTHORITY;
   (C) THE SETTING ASIDE OF RESERVES OR SINKING FUNDS, AND THE REGULATION
 AND DISPOSITION THEREOF;
   (D) ESTABLISHMENT OF SPECIAL FUNDS FOR DEPOSIT OF MONEYS RECEIVED FROM
 THE  PROCEEDS OF THE ISSUANCE OF SECURITIES AS THE TRUSTEES SHALL DETER-
 MINE, CONSISTENT WITH THE AUTHORIZING RESOLUTION AND THE  PROVISIONS  OF
 THIS TITLE;
   (E)  LIMITATIONS  ON  THE PURPOSE TO WHICH THE PROCEEDS OF SALE OF ANY
 ISSUANCE OF BONDS, NOTES OR OTHER OBLIGATIONS THEN OR THEREAFTER  TO  BE
 ISSUED  MAY  BE APPLIED AND PLEDGING SUCH PROCEEDS TO SECURE THE PAYMENT
 OF THE BONDS, NOTES OR OTHER OBLIGATIONS;
   (F) LIMITATIONS OF THE ISSUANCE OF ADDITIONAL BONDS,  NOTES  OR  OTHER
 OBLIGATIONS; THE TERMS UPON WHICH ADDITIONAL BONDS, NOTES OR OTHER OBLI-
 GATIONS  MAY  BE  ISSUED  AND  SECURED; AND THE REFUNDING OF OUTSTANDING
 BONDS, NOTES OR OTHER OBLIGATIONS;
   (G) THE PROCEDURE, IF ANY, BY WHICH THE TERMS  OF  ANY  CONTRACT  WITH
 BONDHOLDERS MAY BE AMENDED OR ABROGATED, THE AMOUNT OF BONDS THE HOLDERS
 OF  WHICH MUST CONSENT THERETO, AND THE MANNER IN WHICH SUCH CONSENT MAY
 BE GIVEN;
   (H) PROVIDING FOR THE APPOINTMENT AND POWERS OF A TRUSTEE FOR  HOLDERS
 OF  SECURITIES, AND THE RIGHTS, POWERS AND DUTIES OF SUCH TRUSTEE AS THE
 DIRECTORS MAY DETERMINE;
   (I) LIMITATIONS ON THE AMOUNT OF MONEYS DERIVED FROM A PROJECT  TO  BE
 EXPENDED FOR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES OF THE AUTHORI-
 TY;
   (J)  DEFINING  THE  ACTS  OR OMISSIONS TO ACT WHICH SHALL CONSTITUTE A
 DEFAULT IN THE DUTIES OF THE AUTHORITY TO HOLDERS OF ITS OBLIGATIONS AND
 PROVIDING THE RIGHTS AND REMEDIES OF SUCH HOLDERS  IN  THE  EVENT  OF  A
 DEFAULT,  PROVIDED,  HOWEVER, THAT SUCH RIGHTS AND REMEDIES SHALL NOT BE
 INCONSISTENT WITH THE LAWS OF THE STATE AND ANY OTHER PROVISIONS OF THIS
 TITLE; AND PROVIDED, FURTHER, HOWEVER, THAT NOTHING  CONTAINED  IN  THIS
 TITLE SHALL BE DEEMED TO RESTRICT THE RIGHT OF THE STATE OR OF ANY MUNI-
 CIPALITY TO AMEND, MODIFY OR OTHERWISE ALTER STATUTES, LOCAL LAWS, ORDI-
 NANCES,  RESOLUTIONS OR AGREEMENTS IMPOSING OR RELATING TO TAXES OR FEES
 OR APPROPRIATIONS RELATING THERETO; AND THERE SHALL NOT BE  INCLUDED  IN
 ANY  RESOLUTION  OR CONTRACT OR AGREEMENT WITH THE HOLDERS OF THE BONDS,
 NOTES OR OTHER OBLIGATIONS AUTHORIZED BY THIS TITLE ANY PROVISION  WHICH
 PROVIDES  THAT  A  DEFAULT  SHALL OCCUR AS A RESULT OF THE STATE OR OF A
 MUNICIPALITY EXERCISING ITS RIGHT TO AMEND, MODIFY  OR  OTHERWISE  ALTER
 LAWS,  ORDINANCES,  RESOLUTIONS  OR  AGREEMENTS  IMPOSING OR RELATING TO
 TAXES OR FEES OR APPROPRIATIONS RELATING THERETO; AND
   (K) ANY OTHER PROVISIONS NOT INCONSISTENT  WITH  THOSE  ENUMERATED  IN
 THIS  SUBDIVISION  AND NECESSARY TO EFFECT ITS ISSUANCES OF BONDS, NOTES
 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
 A. 2127                            24

 SERVICE COVERAGE RATIOS AND ANY RESERVES REQUIRED BY THE TERMS  OF  SUCH
 RESOLUTION  OR  RESOLUTIONS.  PROVIDED  HOWEVER, THAT INCREASES IN TOTAL
 ELECTRIC DELIVERY RATES, FEES, AND CHARGES SHALL NOT EXCEED THE PREVAIL-
 ING ELECTRIC DELIVERY RATES, FEES AND CHARGES TREND IN THE SERVICE AREA.
 THE  PREVAILING  ELECTRIC  DELIVERY RATES, FEES AND CHARGES TREND IN THE
 SERVICE AREA SHALL MEAN THE AVERAGE ANNUAL INCREASE IN 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-
 A. 2127                            25
 
 TION,  ALTERATION  OR  DISPOSITION  OF  ITS PROPERTY, REAL AND PERSONAL,
 INCLUDING THE MORTGAGING OF ANY OF ITS PROPERTIES  AND  THE  ENTRUSTING,
 PLEDGING  OR  CREATION OF ANY OTHER SECURITY INTEREST IN ANY SUCH REVEN-
 UES, MONEYS OR PROPERTIES AND THE DOING OF ANY ACT, INCLUDING REFRAINING
 FROM  DOING  ANY  ACT, WHICH THE AUTHORITY WOULD HAVE THE RIGHT TO DO IN
 THE ABSENCE OF SUCH AGREEMENTS. THE AUTHORITY SHALL HAVE  THE  POWER  TO
 ENTER  INTO  AMENDMENTS OF ANY SUCH AGREEMENTS WITHIN THE POWERS GRANTED
 TO THE AUTHORITY BY THIS TITLE  AND  TO  PERFORM  SUCH  AGREEMENTS.  THE
 PROVISIONS  OF  ANY  SUCH  AGREEMENTS MAY BE MADE A PART OF THE CONTRACT
 WITH THE HOLDERS OF BONDS, NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY.
   14. ALL BONDS, NOTES AND OTHER OBLIGATIONS  ISSUED  BY  THE  AUTHORITY
 UNDER  THE  PROVISIONS OF THIS TITLE ARE HEREBY DECLARED TO HAVE ALL THE
 QUALITIES AND INCIDENTS OF NEGOTIABLE INSTRUMENTS UNDER  THE  APPLICABLE
 LAWS OF THE STATE.
   §  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-
 A. 2127                            26
 
 ITIES  IN  THE  OPERATION AND MAINTENANCE THEREOF OR UPON INCOME DERIVED
 THEREFROM, PROVIDED THAT NOTHING HEREIN SHALL PREVENT THE AUTHORITY FROM
 ENTERING INTO AGREEMENTS TO MAKE PAYMENTS IN LIEU OF TAXES.
   3.  THE  AUTHORITY  SHALL  MAKE  PAYMENTS  IN LIEU OF TAXES TO MUNICI-
 PALITIES AND SCHOOL DISTRICTS EQUAL TO THE TAXES AND  ASSESSMENTS  WHICH
 WOULD HAVE BEEN RECEIVED FROM YEAR TO YEAR BY SUCH JURISDICTION.
   4.  THE  AUTHORITY SHALL ALSO MAKE PAYMENTS IN LIEU OF TAXES FOR THOSE
 TAXES WHICH WOULD OTHERWISE BE IMPOSED UPON A UTILITY CORPORATION PURSU-
 ANT TO: (A) SECTION ONE HUNDRED  EIGHTY-SIX-A  AND  FORMER  SECTION  ONE
 HUNDRED  EIGHTY-SIX  OF  THE  TAX LAW AS SUCH SECTIONS WERE IN EFFECT ON
 DECEMBER THIRTY-FIRST,  NINETEEN  HUNDRED  NINETY-NINE;  (B)  ANY  TAXES
 IMPOSED  BY  A  CITY WITHIN THE AUTHORITY'S SERVICE AREA PURSUANT TO THE
 AUTHORIZATION GRANTED BY SECTION TWENTY-B OF THE GENERAL CITY  LAW;  AND
 (C)  ANY  TAXES IMPOSED BY A VILLAGE WITHIN THE AUTHORITY'S SERVICE AREA
 PURSUANT TO AUTHORIZATION GRANTED BY SECTION 5-530 OF THE VILLAGE LAW.
   5. NOTWITHSTANDING THE EXEMPTION IN SUBDIVISION TWO OF  THIS  SECTION,
 THE  AUTHORITY SHALL ALSO BE SUBJECT TO THE ASSESSMENTS IMPOSED PURSUANT
 TO SECTION EIGHTEEN-A OF THE PUBLIC SERVICE LAW.
   6. THE SECURITIES ISSUED BY THE AUTHORITY, AND  THE  INCOME  THEREFROM
 SHALL,  AT  ALL TIMES, BE FREE FROM TAXATION, EXCEPT FOR ESTATE AND GIFT
 TAXES.
   7. NOTHING IN THIS TITLE SHALL RELIEVE THE AUTHORITY  FROM  ITS  OBLI-
 GATIONS TO REGISTER FOR SALES TAX PURPOSES, COLLECT STATE OR LOCAL SALES
 AND  COMPENSATING  USE  TAXES IMPOSED BY OR PURSUANT TO THE AUTHORITY OF
 ARTICLES TWENTY-EIGHT AND TWENTY-NINE OF  THE  TAX  LAW,  AND  OTHERWISE
 COMPLY WITH THOSE ARTICLES ON ITS SALE OF PROPERTY OR SERVICES.
   §  1022-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:
 A. 2127                            27
 
   THE  CONTRACTOR SHALL NOT DISCRIMINATE AGAINST EMPLOYEES OR APPLICANTS
 FOR EMPLOYMENT BECAUSE OF RACE, CREED, COLOR, NATIONAL ORIGIN, SEX, AGE,
 DISABILITY OR MARITAL STATUS, AND WILL UNDERTAKE  OR  CONTINUE  EXISTING
 PROGRAMS OF AFFIRMATIVE ACTION TO ENSURE THAT MINORITY GROUP PERSONS AND
 WOMEN  ARE  AFFORDED  EQUAL  OPPORTUNITY  WITHOUT  DISCRIMINATION.  SUCH
 PROGRAMS SHALL INCLUDE, BUT NOT BE LIMITED TO, RECRUITMENT,  EMPLOYMENT,
 JOB ASSIGNMENT, PROMOTION, UPGRADING, DEMOTION, TRANSFER, LAYOFF, TERMI-
 NATION,  RATES  OF PAY OR OTHER FORMS OF COMPENSATION, AND SELECTION FOR
 TRAINING AND RETRAINING, INCLUDING APPRENTICESHIP AND ON-THE-JOB  TRAIN-
 ING.
   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  SUCH
 TRUSTEE'S,  OFFICER'S  OR  EMPLOYEE'S  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"
 A. 2127                            28
 
 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  COMMISSION  MAY  ORDER  THAT  ANY
 RECOMMENDATIONS  CONTAINED  IN  THE  AUDIT  BE  IMPLEMENTED.  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.
 A. 2127                            29
 
   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
 BY THE STATUTORY MEMBERS. OF THE STATUTORY MEMBERS, FOUR WILL BE ELECTED
 TO  FOUR  YEAR  TERMS  IN  THE  SAME  ELECTION  CYCLE AS THE GOVERNOR AS
 PRESCRIBED IN THE ELECTION LAW (MEMBERS ONE, TWO, THREE, AND FOUR).  THE
 BOARD OF ELECTIONS SHALL CREATE  FOUR  OBSERVATORY  ELECTION  DISTRICTS,
 SUCH  THAT EACH DISTRICT HAS APPROXIMATELY THE SAME NUMBER OF PEOPLE WHO
 LIVE IN THE SERVICE TERRITORY. THE BOARD OF ELECTIONS MAY CALL A SPECIAL
 ELECTION AFTER THE BILL IS SIGNED INTO LAW  TO  SELECT  THE  FIRST  FOUR
 STATUTORY  MEMBERS.   THE BOARD OF ELECTIONS SHALL ALTER THE OBSERVATORY
 ELECTION DISTRICTS AFTER EACH FEDERAL DECENNIAL CENSUS TO  MAINTAIN  THE
 PRINCIPAL THAT EACH DISTRICT HAS APPROXIMATELY THE SAME NUMBER OF PEOPLE
 WHO  LIVE  IN THE SERVICE TERRITORY. 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 INSTI-
 TUTIONS 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 TWENTY-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  TWENTY-FIVE
 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 STAGGERED
 APPOINTMENTS TO ENSURE A DEGREE OF CONTINUITY OF COMMITTEE MEMBERSHIP.
   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
 A. 2127                            30
 
 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-
 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 d as amended, paragraph e as added and paragraph f  as  relet-
 tered 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
 A. 2127                            31
 
 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.
   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,
 A. 2127                            32
 
 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.
   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.
 A. 2127                            33
 
   § 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.