STATE OF NEW YORK
________________________________________________________________________
6694--D
2009-2010 Regular Sessions
IN ASSEMBLY
March 11, 2009
___________
Introduced by M. of A. RUSSELL, DUPREY, SCOZZAFAVA -- read once and
referred to the Committee on Corporations, Authorities and Commissions
-- committee discharged, bill amended, ordered reprinted as amended
and recommitted to said committee -- again reported from said commit-
tee with amendments, ordered reprinted as amended and recommitted to
said committee -- recommitted to the Committee on Corporations,
Authorities and Commissions in accordance with Assembly Rule 3, sec. 2
-- reported and referred to the Committee on Codes -- committee
discharged, bill amended, ordered reprinted as amended and recommitted
to said committee -- reported and referred to the Committee on Ways
and Means -- committee discharged, bill amended, ordered reprinted as
amended and recommitted to said committee
AN ACT to amend the public authorities law, in relation to establishing
the North Country power authority, and providing for its powers and
duties
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. Article 5 of the public authorities law is amended by
2 adding a new title 1-B to read as follows:
3 TITLE 1-B
4 NORTH COUNTRY POWER AUTHORITY
5 Section 1021. Short title.
6 1021-a. Definitions.
7 1021-b. North Country power authority.
8 1021-c. North Country power authority service area; extension of
9 service area.
10 1021-d. Powers and duties of the authority.
11 1021-e. Deposit and investment of moneys of the authority.
12 1021-f. Conflicts of interest.
13 1021-g. Sale of surplus power.
14 1021-h. Audit and annual reports.
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD07083-22-0
A. 6694--D 2
1 1021-i. Bonds, notes and other obligations of the authority.
2 1021-j. State and municipalities not liable on bonds or notes or
3 other obligations.
4 1021-k. Agreement of the state.
5 1021-l. Exemption of the authority from taxation.
6 1021-m. Actions against the authority.
7 1021-n. Equal employment opportunity.
8 1021-o. Limitation of liability; indemnification.
9 1021-p. Website.
10 1021-q. Prevailing wage.
11 1021-r. Periodic review by legislature.
12 1021-s. Severability.
13 § 1021. Short title. This title shall be known and may be cited as the
14 "North Country power authority act".
15 § 1021-a. Definitions. As used or referred to in this title, unless a
16 different meaning clearly appears from the context:
17 1. "Acquire" means, with respect to any right, title or interest in or
18 to any property, either the act of taking by the exercise of the power
19 of eminent domain, or the acquisition by purchase or otherwise.
20 2. "Act" means the North Country power authority act, being this
21 title.
22 3. "Authority" means the North Country power authority established by
23 section one thousand twenty-one-b of this title.
24 4. "Commission" means the Public Service Commission.
25 5. "Comptroller" means the state comptroller.
26 6. "Directors" means the board of directors of the authority.
27 7. "Federal government" means the United States of America and any
28 agency or instrumentality, corporate or otherwise, of the United States
29 of America.
30 8. "Final determination" or "finally determined" means a judicial
31 decision (a) by the highest court of competent jurisdiction, or (b) by a
32 court of competent jurisdiction from which no appeal has been taken and
33 the time within which to appeal has expired.
34 9. "NCPA" means the North Country power authority, and its successors
35 and assigns.
36 10. "Municipality" means any county, city, town, village, municipal
37 corporation, school district or other political subdivision of the
38 state, including any agency, authority or public corporation of the
39 state or any of the foregoing, or any combination thereof, other than
40 the authority.
41 11. "Property" means the power distribution system or systems of the
42 authority, whether completed facilities or projects in construction,
43 whether situated within or without the territorial limits of the service
44 area, including the plants, works, structures, poles, lines, conduits,
45 mains, systems, instrumentalities or parts thereof and appurtenances
46 thereto, lands, franchises and interest in land, including lands under
47 water and riparian rights, space rights and air rights, contract rights,
48 substations, and distribution facilities, or any other property inci-
49 dental to and included in such system or part thereof, and any improve-
50 ments, extensions or betterments. The term "property" shall also include
51 any and all interests in real property less than full title, such as
52 easements, rights of way, uses, leases, licenses and all other incorpo-
53 real hereditaments and every estate, interest or right, legal or equita-
54 ble, including terms for years and liens thereon by way of judgments,
55 mortgages or otherwise, and also all claims for damages related to such
56 real estate.
A. 6694--D 3
1 12. "Revenues" means all rates, rents, fees, charges, payments and
2 other income and receipts derived by the authority from the operation of
3 the properties of the authority other than the proceeds of the sales of
4 its securities, including, but not limited to, investment proceeds and
5 proceeds of insurance, condemnation, and sales or other disposition of
6 assets, together with all federal, state or municipal aid.
7 13. "Security" means any bond, note or other obligation issued by the
8 authority.
9 14. "State" means the state of New York.
10 15. "State agency" means any board, authority, agency, department,
11 commission, public corporation, body politic or instrumentality of the
12 state.
13 § 1021-b. North Country power authority. 1. A corporation known as the
14 North Country power authority is hereby established and charged with the
15 duties and having the powers provided in this title. The authority shall
16 be a state authority, a body corporate and politic constituting a public
17 benefit corporation, a political subdivision of the state, exercising
18 governmental and public powers, perpetual in duration, capable of suing
19 and being sued and having a seal, and which shall have the powers and
20 duties enumerated in this title, together with such others as may be
21 conferred upon it by law.
22 2. The authority shall be governed by a board of directors consisting
23 of nine directors, to be residents of the service area, and to be
24 appointed by the governor. Seven such directors shall be appointed upon
25 the recommendation of the supervisors and mayors of the municipalities
26 within the following regions, with the designations to be made in the
27 following manner: the village of Potsdam will designate one designee to
28 be forwarded to the governor; the village of Canton and the town of
29 Canton will jointly designate one designee to be forwarded to the gover-
30 nor; the towns of Bombay, Brasher, Fort Covington, Moira and Westville
31 will jointly designate one designee to be forwarded to the governor; the
32 towns of Fowler and Gouverneur will jointly designate one designee to be
33 forwarded to the governor; the towns of Lisbon, Louisville, Madrid,
34 Norfolk and Waddington will jointly designate one designee to be
35 forwarded to the governor; the towns of Potsdam, Stockholm, Colton and
36 the village of Norwood will jointly designate one designee to be
37 forwarded to the governor; and the towns of DeKalb, Edwards, Hermon,
38 Russell and Pierrepont will jointly designate one designee to be
39 forwarded to the governor. Every decade the directors shall examine the
40 population of the seven regions, and if needed, adjust the make-up or
41 demarcation of the regions, for the necessity or convenience of perform-
42 ing its functions and administering its affairs and to maintain a
43 reasonable equality of population between the regions. The governor
44 shall select one of the directors to serve as chair, and such chair
45 shall serve at the pleasure of the governor. The term of office of a
46 director, including the director serving as chair, shall be five years,
47 but in the first instance such directors shall be appointed to hold
48 office as follows: three for one year; three for three years; and three
49 for five years. Upon resignation of a director, or a vacancy occurring
50 in any other manner, such vacancy shall be filled by appointment for the
51 unexpired term. In other respects, all vacancies shall be filled in the
52 manner corresponding to the original appointment. Each director shall
53 continue to hold office and serve until a successor is appointed, quali-
54 fied and assumes office.
55 3. The members of the board shall serve without compensation but shall
56 be entitled to reimbursement of their actual and necessary expenses
A. 6694--D 4
1 incurred in the performance of their official duties, as may be author-
2 ized by the directors, in each case upon appropriate documentation by
3 the submitting director. No director or any entity, the majority of
4 which is owned or controlled by any director, shall receive any addi-
5 tional compensation from NCPA or be employed by NCPA in any other capac-
6 ity by whatever means.
7 4. Five directors shall constitute a quorum for the transaction of
8 business, and the affirmative vote of five directors at a meeting shall
9 be necessary to the validity of any resolution, order or determination.
10 The directors, in by-laws or by resolution, may allow for attendance at
11 a meeting of the directors by speaker phone or any other electronic
12 means by which all meeting participants can hear one another.
13 5. The directors shall appoint an executive committee of not less than
14 three directors and shall delegate such duties and responsibilities of
15 the directors to the executive committee as it may determine from time
16 to time, except that the directors shall not delegate to the executive
17 committee the power to authorize the issuance of securities. The direc-
18 tors may appoint such additional committees with such duties and respon-
19 sibilities as they may determine from time to time.
20 6. (a) The directors shall from time to time select such officers and
21 employees, including a chief executive officer and such engineering,
22 management and legal officers, and other professional employees, includ-
23 ing but not limited to accounting, planning, construction, finance,
24 appraisal, banking and trustee services, as the directors may require
25 for the performance of their duties and shall prescribe the duties and
26 compensation of each such officer and employee.
27 (b) If any employees are hired as a consequence of an acquisition of
28 the assets of National Grid, they shall be hired subject and be entitled
29 to all applicable provisions of (i) any existing contract or contracts
30 with labor unions and (ii) all existing pension or other retirement
31 plans. Notwithstanding the provisions of any general, special or local
32 law, the board may determine that such class of employees of the author-
33 ity may elect to become members of the New York state employees' retire-
34 ment system on the basis of compensation payable to them by the authori-
35 ty.
36 7. (a) The authority shall be subject in all respects to the general
37 supervision and jurisdiction of the public service commission in the
38 same manner as a municipal electric utility is subject to the jurisdic-
39 tion of the public service commission under the public service law.
40 (b) The authority shall not make any commitment, enter into any agree-
41 ment nor incur any indebtedness unless prior approval has been received
42 from the New York state public authorities control board pursuant to
43 article one-A of this chapter.
44 (c) In addition to all of the powers of the public service commission,
45 prior to acquiring any property and commencing operations, the authority
46 shall secure an order from the commission authorizing such acquisition
47 and commencement. The commission shall have the power to deny the
48 authority's application to acquire property and commence operations. The
49 authority shall comply with any and all requests for documents, materi-
50 als, and testimony that the commission may seek. The commission shall
51 consider, including but not limited to, the following factors before
52 issuing an order: ratepayer impacts; system reliability; environmental
53 impacts, conservation of energy resources; preservation or creation of
54 economic opportunities; power efficiency and availability; public health
55 and welfare; and any other factor it deems relevant. The authority
A. 6694--D 5
1 granted pursuant to this paragraph shall terminate upon commencement of
2 distribution of power.
3 8. The authority and its corporate existence shall continue until
4 terminated by law, provided, however, that no such law shall take effect
5 so long as the authority shall have securities outstanding, unless
6 adequate provision has been made for the payment thereof.
7 9. In the event that the authority does not commence delivering elec-
8 tric power within ten years of the effective date of this title, the
9 authority shall cease to exist and the provisions of this title shall be
10 of no further force and effect, subject to the terms of any bonds, notes
11 or other debt obligations then outstanding.
12 § 1021-c. North Country power authority service area; extension of
13 service area. 1. The service area of the North Country power authority
14 shall include all the territory located within so much of the county of
15 Franklin as constitutes the Towns of Bombay, Fort Covington, Moira and
16 Westville, and so much of the county of St. Lawrence as constitutes the
17 Towns of Brasher, Canton, Colton, DeKalb, Edwards, Fowler, Gouverneur,
18 Hermon, Lisbon, Louisville, Madrid, Norfolk, Pierrepont, Potsdam,
19 Russell, Stockholm, and Waddington and the Villages of Canton, Norwood,
20 and Potsdam or such portions thereof as shall be determined by the
21 directors, but the service area shall exclude the portions of said muni-
22 cipalities in Franklin and St. Lawrence counties which are served as of
23 the effective date of this title by another existing non-profit munici-
24 pal electric utility. The service area of the North Country power
25 authority shall include such other territories, as shall be determined
26 by the directors, wholly within Franklin or St. Lawrence county, and
27 adjacent to one or more of the above-referenced municipalities, in which
28 rate payers rely on uninterrupted electric service from power facilities
29 of the authority located within said municipalities. A map of the
30 service area shall be filed in the offices of the county clerks of
31 Franklin and St. Lawrence counties.
32 2. The service area of the North Country power authority may be
33 extended at any time to include additional territory within Franklin or
34 St. Lawrence counties by the directors in accordance with the following
35 procedure, provided however, the procedure does not conflict with any
36 rule or regulation of the public service commission or any other law.
37 Whenever the directors determine that the territory included within the
38 service area should be extended, consistent with the provisions of this
39 title, the directors shall adopt a resolution proposing the additional
40 territory, wholly within Franklin or St. Lawrence county, to be
41 included, which may be all the territory within one or more named muni-
42 cipalities or, by adequate description, a portion of any such munici-
43 pality or municipalities. The directors shall fix the dates, hours and
44 places for three public hearings before such directors upon the question
45 of such extension and cause notice thereof and of the additional terri-
46 tory to be included within the service area to be published in two news-
47 papers of general circulation in the county not less than twenty nor
48 more than thirty days before such date. At least one of such hearing
49 shall be held within the bounds of the proposed additional territory. At
50 such time the directors shall hear all persons, taxpayers or officials
51 who may wish to be heard and shall finally determine the additional
52 territory, if any, to be included in such extension. Such determination
53 shall be made by resolution of the directors adopted by a two-thirds
54 vote of all directors then in office. A map of the service area, as
55 extended, shall thereupon be filed in the offices of the county clerks
56 of Franklin and St. Lawrence counties.
A. 6694--D 6
1 § 1021-d. Powers and duties of the authority. The powers conferred by
2 this title shall be exercised by the directors, subject to the terms of
3 this title. In the exercise of those powers, either directly or through
4 its officers and employees, the directors may do the following things,
5 among others, and the following list of powers shall not be deemed
6 complete or exclusive, or to deny the existence of other powers, whether
7 similar or different, so long as they are reasonably necessary for
8 accomplishing the purposes declared and indicated in this title:
9 1. To make and alter by-laws for the regulation of its affairs and
10 conduct of its activities, to schedule annual, regular and special meet-
11 ings of the directors, as the conduct of the business of the authority
12 may warrant, and to adopt and amend an official seal;
13 2. To develop, acquire, construct, reconstruct, rehabilitate and
14 improve facilities for the distribution of electric power or any
15 connected service;
16 3. To determine the location, type, size, construction, lease,
17 purchase, ownership, acquisition, use and operation of any facilities or
18 other structure or property, within or without the service area;
19 4. To investigate, implement and integrate, to the fullest extent
20 practicable and economically feasible, such resource conservation and
21 energy efficiency measures and equipment intended to reduce power demand
22 and usage, utilize green technologies, alternative and renewable fuels,
23 net metering and demand response programs, all as integral elements in
24 its investments in new equipment for distribution of power, and in its
25 marketing and sale of electricity to consumers;
26 5. To acquire on behalf of and in the name of the authority, whether
27 by agreement with and purchase from the owner or owners, or by arbi-
28 tration, or within the service area by eminent domain, pursuant to the
29 procedures set forth in the eminent domain procedure law, or by lease,
30 the whole or any part of any existing facilities or of any other proper-
31 ty to be used in connection with power distribution by the authority as
32 set out in this title; provided, however, that the authority shall not
33 acquire real property of a municipality or a political subdivision of
34 the state unless such municipality or political subdivision shall
35 consent thereto; and provided further that the authority shall not
36 acquire by the exercise of eminent domain any transmission or generation
37 facilities; and provided further that the authority shall not acquire by
38 the exercise of eminent domain any facilities for distribution operating
39 at a voltage in excess of twenty-two thousand volts from any person,
40 corporation or association, public or private, engaged in the business
41 of distribution and sale of electricity to ultimate customers unless the
42 authority is unable to acquire by contract with the owners or operators
43 thereof, the right to use such facilities on just, reasonable and non-
44 discriminatory terms. In the exercise of the power of eminent domain, as
45 provided in this subdivision, the property being acquired shall be
46 deemed, when so determined by the authority, to be for a public use;
47 6. To distribute electric power and any connected services within the
48 service area, to fix rates and charges for the furnishing or rendition
49 of electric power or of any connected service, and to collect revenues.
50 Provided however, that prior to the first sale of electric power or any
51 connected service, the authority shall promulgate regulations granting
52 to customers the protections afforded by article two of the public
53 service law and section one hundred thirty-one-s of the social services
54 law;
55 7. To maintain, operate and manage, and contract for the maintenance,
56 operation and management of properties of the authority;
A. 6694--D 7
1 8. To apply to the appropriate agencies and officials of the federal,
2 state and local governments for such licenses, permits or approvals for
3 its plans and projects as it may deem necessary or advisable, and upon
4 such terms and conditions as it may deem appropriate to accept, in its
5 discretion, such licenses, permits or approvals as may be tendered to it
6 by such agencies and officials;
7 9. To enter upon such lands, waters or premises as in the judgment of
8 the authority shall be necessary for the purpose of making surveys,
9 soundings, borings and examinations to accomplish any purpose authorized
10 by this title, the authority being liable only for actual damages done;
11 10. To enter into cooperative agreements with other authorities, muni-
12 cipalities, utility companies, individuals, firms or corporations, and
13 the dominion of Canada and its political subdivisions, for the intercon-
14 nection of facilities and the exchange or interchange of electric power
15 or connected services, upon such terms and conditions as shall be deter-
16 mined to be reasonable;
17 11. To execute contracts, borrow money, issue bonds, notes and other
18 obligations as provided in section one thousand twenty-one-i of this
19 title, and sell the same in such amounts and at such prices, interest
20 rates and other financial terms as may be determined by the directors;
21 12. To enter into agreements to purchase power from the power authori-
22 ty of the state of New York, the state, any state agency, any munici-
23 pality, any private entity or any other available source at such price
24 or prices as may be negotiated, including the power to enter into any
25 agreement or any negotiation for the purchase of power from the dominion
26 of Canada, or any political subdivision, public authority or private
27 corporation therein;
28 13. To make any plans, studies or investigations which it may deem
29 necessary, convenient or desirable to enable it effectually to carry out
30 the provisions of this title;
31 14. To do whatever may be necessary to give effect to the purposes of
32 this title, and in general to have and exercise all other powers neces-
33 sary or incidental to the purposes of this title.
34 § 1021-e. Deposit and investment of moneys of the authority. 1. All
35 moneys of the authority, from whatever source derived, except as other-
36 wise authorized or provided in this title, shall upon receipt be depos-
37 ited forthwith in a bank or banks designated by the directors, to be
38 selected in accordance with such standards as the directors shall set
39 forth in the by-laws or investment guidelines of the authority, which
40 standards shall take into account the creditworthiness and capital posi-
41 tion of the depositary bank or banks. The moneys in such accounts may be
42 invested in obligations of the state or the United States, or guaranteed
43 by either in accordance with practices that the directors shall set
44 forth in the by-laws or investment guidelines of the authority. The
45 moneys in such accounts shall be withdrawn on the order of such person
46 or persons as the directors shall authorize in the by-laws of the
47 authority and shall be applied to the use of the authority as the direc-
48 tors shall authorize in the by-laws of the authority. All deposits of
49 such moneys shall be secured in accordance with section twenty-nine
50 hundred twenty-five of this chapter. The state comptroller and his
51 legally authorized representatives are authorized and empowered from
52 time to time to examine the accounts and books of the authority, includ-
53 ing its receipts, disbursements, contracts, leases, sinking funds,
54 investments and any other records and papers relating to its financial
55 standing; the authority shall not be required to pay a fee for any such
56 examination.
A. 6694--D 8
1 2. The authority shall have power to contract with holders of any of
2 its bonds or notes or other obligations, or any trustee therefor, as to
3 the custody, collection, securing, investment and payment of any moneys
4 of the authority and of any moneys held in trust or otherwise for the
5 payment of bonds or notes or other obligations, and to carry out any
6 such contract. Moneys held in trust or otherwise for the payment of
7 bonds or notes or other obligations or in any way to secure bonds or
8 notes or obligations and deposits of such moneys shall be secured in
9 full in direct obligations of the federal government the payment of
10 which is guaranteed by the United States of America. Such investments
11 shall be held on deposit only in banks having a minimum credit rating
12 and a minimum accumulated capital, as the directors shall specify in the
13 by-laws or investment guidelines of the authority.
14 3. Subject to agreements with noteholders and bondholders or any trus-
15 tee therefor, the authority shall prescribe a uniform system of accounts
16 in accordance with generally accepted accounting principles.
17 4. The directors shall adopt investment guidelines and standards to
18 implement the foregoing provisions of this section, which guidelines and
19 standards shall be reviewed annually by the directors and shall be made
20 available to state and municipal officials and to the public.
21 § 1021-f. Conflicts of interest. Eligibility for appointment as a
22 director, officer or employee of the authority shall be subject to the
23 provisions of section twenty-eight hundred twenty-five of this chapter.
24 In addition to the requirements of such section:
25 1. If any director, officer or employee of the authority shall have an
26 interest, either direct or indirect, in any contract to which the
27 authority is or is to be a party, such interest shall be disclosed to
28 the authority in writing and shall be set forth in the minutes of the
29 authority. The director, officer or employee having such interest shall
30 not participate in any action by the authority with respect to such
31 contract.
32 2. No director, officer or employee of the authority shall be deemed
33 to have such an interest solely by reason of the ownership of two
34 percent or less of the securities of a corporation which is or is to be
35 a party to a contract with the authority, including without limitation
36 the holding company of any banking institution in which the funds of the
37 authority are, or are to be deposited, or which is or is to be acting as
38 trustee or paying agent under any bond or note resolution, trust inden-
39 ture or similar instrument to which the authority is a party.
40 3. Nothing in this section shall be deemed or construed to limit the
41 right of any director, officer or employee of the authority to acquire
42 an interest in the securities of the authority.
43 § 1021-g. Sale of surplus power. Whenever any electric power which the
44 authority may acquire creates a surplus over the amount of electric
45 power required by the residents of the service area, the authority may
46 sell such surplus in territory outside the service area to persons, or
47 public or private corporations. In acquiring any facility or property
48 which also serves any municipality or territory outside the service
49 area, the authority, if it deems it advantageous and economical so to
50 do, may, with the consent of the directors, serve any such municipality
51 or territory or sell electric power to persons, or public or private
52 corporations in such territory or to such municipality.
53 § 1021-h. Audit and annual reports. 1. The accounts of the authority
54 shall be subject to the supervision of the comptroller and an annual
55 audit shall be performed by an independent certified public accountant
A. 6694--D 9
1 selected by the directors and shall be made available to the munici-
2 palities served by the NCPA and to the public.
3 2. The authority shall submit a detailed annual report pursuant to and
4 as specified in section twenty-eight hundred of this chapter, and a copy
5 of such report shall be filed with the county executives of the counties
6 of Franklin and St. Lawrence, and with the mayors and supervisors of the
7 municipalities within the service area and shall be made available to
8 the municipalities served by the NCPA and to the public. Nothing in this
9 section shall be deemed to exempt the authority from any rule or regu-
10 lation, including public authorities law.
11 § 1021-i. Bonds, notes and other obligations of the authority. 1. The
12 authority shall have power and is hereby authorized from time to time to
13 issue its bonds, notes or other obligations, in an aggregate amount not
14 to exceed one hundred twenty-five million dollars, for the purpose of
15 financing any capital project authorized by this title, including but
16 not limited to, the acquisition of any real or personal property or
17 facilities deemed necessary by the authority, development and profes-
18 sional expenses, and funding any capital or other reserve funds estab-
19 lished in connection with the authority's operations or issuances, in
20 such principal amount as the directors shall determine necessary to
21 perform its corporate duties and further its purposes as authorized in
22 this title. The maximum maturity of any such bond shall not exceed thir-
23 ty years from its date of issuance. The maximum maturity of any such
24 note or other obligation shall not exceed five years from its date of
25 issuance.
26 2. Except as may be otherwise expressly provided by the authority, the
27 issuance of bonds, notes or other obligations, shall be general obli-
28 gations of the authority payable out of any moneys or revenues of the
29 authority, subject only to any agreements with the holders of particular
30 bonds, notes or other obligations pledging any particular moneys or
31 revenues.
32 3. The authority shall have power from time to time, whenever it deems
33 refunding expedient, to refund any bonds, notes or other obligations by
34 the issuance of new bonds, notes or other obligations, up to one hundred
35 twenty-five million dollars in the aggregate, whether the bonds, notes
36 or other obligations to be refunded have or have not matured, and may
37 issue bonds, notes or other obligations partly to refund bonds, notes or
38 other obligations then outstanding and partly for any other purpose
39 described in this section. Refunding bonds, notes or other obligations
40 may be exchanged for the bonds, notes or other obligations to be
41 refunded, with such cash adjustments as may be agreed, or may be sold
42 with the proceeds applied to the purchase or payment of the bonds to be
43 refunded.
44 4. Bonds may be issued either in a series with multiple discrete matu-
45 rity dates or as term bonds with a single maturity date. The bonds,
46 notes or other obligations shall be authorized by resolution of the
47 directors and shall bear such date or dates, mature at such time or
48 times, bear interest at such rate or rates, payable annually or semi-an-
49 nually, be in such denominations, be in such form, carry such registra-
50 tion privileges, be executed in such manner, be payable in lawful money
51 of the United States of America at such place or places, and be subject
52 to such terms of redemption, as such resolution or resolutions may
53 provide. In the event that term bonds, notes or other obligations are
54 issued, the resolution authorizing the same may make such provisions for
55 the establishment and management of adequate sinking funds for the
56 payment thereof, as the authority may deem necessary.
A. 6694--D 10
1 5. The bonds, notes or other obligations of the authority may be sold
2 at public or private sale for such price or prices as the authority
3 shall determine. For a private sale of its securities, the authority
4 shall obtain the written approval of the terms of such sale from the
5 comptroller if such sale is to a party other than the comptroller, or
6 from the director of the budget where such sale is to the comptroller,
7 in either case prior to closing the issuance transaction.
8 6. Any resolution authorizing any issuance of bonds, notes or other
9 obligations may contain provisions, which shall be a part of the
10 contract between the authority and the holders of the issued securities,
11 as to:
12 (a) pledging all or any part of the revenues of the authority or its
13 projects or any revenue producing contract or contracts made by the
14 authority with any individual, partnership, limited liability company,
15 corporation or association to secure the payment of the bonds, notes or
16 other obligations, subject to such agreements with holders of securities
17 of the authority;
18 (b) pledging, assigning or creating a lien on all or any part of
19 assets of the authority, including mortgages and obligations security
20 mortgages, to secure the payment of the bonds, subject to such agree-
21 ments with holders of securities of the authority;
22 (c) the setting aside of reserves or sinking funds, and the regulation
23 and disposition thereof;
24 (d) establishment of special funds for deposit of moneys received from
25 the proceeds of the issuance of securities as the directors shall deter-
26 mine, consistent with the authorizing resolution and the provisions of
27 this title;
28 (e) limitations on the purpose to which the proceeds of sale of any
29 issuance of bonds, notes or other obligations then or thereafter to be
30 issued may be applied and pledging such proceeds to secure the payment
31 of the bonds, notes or other obligations;
32 (f) limitations of the issuance of additional bonds, notes or other
33 obligations; the terms upon which additional bonds, notes or other obli-
34 gations may be issued and secured; and the refunding of outstanding
35 bonds, notes or other obligations;
36 (g) the procedure, if any, by which the terms of any contract with
37 bondholders may be amended or abrogated, the amount of bonds the holders
38 of which must consent thereto, and the manner in which such consent may
39 be given;
40 (h) providing for the appointment and powers of a trustee for holders
41 of securities, and the rights, powers and duties of such trustee as the
42 directors may determine;
43 (i) limitations on the amount of moneys derived from a project to be
44 expended for operating, administrative or other expenses of the authori-
45 ty;
46 (j) defining the acts or omissions to act which shall constitute a
47 default in the duties of the authority to holders of its obligations and
48 providing the rights and remedies of such holders in the event of a
49 default provided, however, that such rights and remedies shall not be
50 inconsistent with the laws of the state and the other provisions of this
51 article; and provided, further, however, that nothing contained in this
52 article shall be deemed to restrict the right of the state or of any
53 municipality to amend, modify or otherwise alter statutes, local laws,
54 ordinances, resolutions or agreements imposing or relating to taxes or
55 fees or appropriations relating thereto; and there shall not be included
56 in any resolution or contract or agreement with the holders of the
A. 6694--D 11
1 bonds, notes or other obligations authorized by this article any
2 provision which provides that a default shall occur as a result of the
3 state or of a municipality exercising its right to amend, modify or
4 otherwise alter laws, ordinances, resolutions or agreements imposing or
5 relating to taxes or fees or appropriations relating thereto; and
6 (k) any other provisions not inconsistent with those enumerated in
7 this subdivision and necessary to effect its issuances of bonds, notes
8 or other obligations and the rights of the holders of its securities, or
9 otherwise in furtherance of its corporate purposes.
10 7. Notwithstanding any other provision of this title, any such resol-
11 ution or resolutions shall contain a covenant by the authority that it
12 will at all times maintain rates, fees or charges sufficient to pay, and
13 that any contracts entered into by the authority for the sale or
14 distribution of power shall contain rates, fees or charges sufficient to
15 pay the costs of operation and maintenance of the project, the principal
16 of and interest on any obligations issued pursuant to such resolution as
17 the same severally become due and payable, and to maintain any debt
18 service coverage ratios and any reserves required by the terms of such
19 resolution or resolutions. Provided however, that the total rates, fees,
20 and charges shall not exceed the prevailing electric rate in the North
21 Country. The prevailing electric rate in the North Country shall mean
22 the average of the total rates, fees, and charges paid by customers of
23 National Grid and New York State Electric and Gas, or any successors, in
24 St. Lawrence, Franklin, and Jefferson counties. Compliance with the
25 prevailing electric rates in the North Country shall be left to the sole
26 determination of the public service commission.
27 8. It is the intent of this title that any pledge of revenues or other
28 moneys or of a revenue producing contract or contracts made by the
29 authority shall be valid and binding from the time when the pledge is
30 made; that the revenues or other moneys or proceeds of any contract or
31 contracts so pledged and thereafter received by the authority shall
32 immediately be subject to the lien of such pledge without any physical
33 delivery thereof or further act; and that the lien of any such pledge
34 shall be valid and binding as against all parties having claims of any
35 kind in tort, contract or otherwise against the authority irrespective
36 of whether such parties have notice thereof. Neither the resolution nor
37 any other instrument by which a pledge is created need be recorded.
38 9. Neither the directors of the authority nor any person executing the
39 bonds, notes or other obligations shall be liable personally on the
40 bonds, notes or other obligations or be subject to any personal liabil-
41 ity or accountability by reason of the issuance thereof.
42 10. The authority shall have the power out of any funds available
43 therefor to purchase bonds, notes or other obligations. The authority
44 may hold, pledge, cancel or resell such bonds, notes or other obli-
45 gations, subject to and in accordance with agreements with bondholders.
46 11. Any bonds, notes or other obligations issued by the authority are
47 hereby made securities in which all public officers and bodies of this
48 state and all municipalities and municipal subdivisions, all insurance
49 companies and associations and other persons carrying on an insurance
50 business, all banks, bankers, trust companies, savings banks and savings
51 associations, including savings and loan associations, building and loan
52 associations, investment companies and other persons carrying on a bank-
53 ing business, and all other persons whatsoever who are authorized to
54 invest in bonds, notes or other obligations of the state, may properly
55 and legally invest funds including capital in their control or belonging
A. 6694--D 12
1 to them; subject to the provisions of any other general or special law
2 to the contrary.
3 12. The authority is authorized to obtain from any department or agen-
4 cy of the United States of America or the state or any nongovernmental
5 insurer or financial institution any insurance, guaranty or other credit
6 support device, to the extent available, as to, or for the payment or
7 repayment of interest or principal, or both, or any part thereof, on any
8 bonds, notes or other obligations issued by the authority and to enter
9 into any agreement or contract with respect to any such insurance or
10 guaranty, except to the extent that the same would in any way impair or
11 interfere with the ability of the authority to perform and fulfill the
12 terms of any agreement made with the holders of outstanding bonds, notes
13 or other obligations of the authority.
14 13. In addition to the powers conferred in this section upon the
15 authority to secure its bonds, notes or other obligations, the authority
16 shall have the power in connection with the issuance of bonds, notes or
17 other obligations to enter into such agreements as the authority may
18 deem necessary, convenient or desirable concerning the use or disposi-
19 tion of its revenues or other moneys or property, and for the acquisi-
20 tion, alteration or disposition of its property, real and personal,
21 including the mortgaging of any of its properties and the entrusting,
22 pledging or creation of any other security interest in any such reven-
23 ues, moneys or properties and the doing of any act, including refraining
24 from doing any act, which the authority would have the right to do in
25 the absence of such agreements. The authority shall have the power to
26 enter into amendments of any such agreements within the powers granted
27 to the authority by this title and to perform such agreements. The
28 provisions of any such agreements may be made a part of the contract
29 with the holders of bonds, notes or other obligations of the authority.
30 14. All bonds, notes and other obligations issued by the authority
31 under the provisions of this title are hereby declared to have all the
32 qualities and incidents of negotiable instruments under the applicable
33 laws of the state.
34 15. Nothing in this subdivision shall be deemed to allow the authority
35 to exceed its one hundred twenty-five million dollar aggregate debt
36 limit.
37 § 1021-j. State and municipalities not liable on bonds or notes or
38 other obligations. The securities of the authority shall not be a debt
39 of the state or of any municipality, and neither the state nor any muni-
40 cipality shall be liable thereon. The authority shall not have the power
41 to pledge or restrict the credit, the revenues or the taxing power of
42 the state or of any municipality, and neither the credit, the revenues
43 nor the taxing power of the state or of any municipality shall be or
44 shall be deemed to be pledged to the payment of any securities of the
45 authority. Each evidence of indebtedness of the authority, including the
46 securities of the authority, shall contain a clear and explicit state-
47 ment of the provisions of this section. Nothing in this article shall
48 be deemed to obligate the state or any municipality to make any payments
49 or impose any taxes to satisfy the debt service obligations of the
50 authority.
51 § 1021-k. Agreement of the state. The state does hereby pledge to and
52 agree with the holders of any bonds, notes or other obligations issued
53 by the authority under this title, that the state will not limit or
54 alter the rights hereby vested in the authority to establish and collect
55 the revenues and other charges referred to in this title and to fulfill
56 the terms of any agreements made with or for the benefit of the holders
A. 6694--D 13
1 of the securities, or in any way impair the rights and remedies of the
2 bondholders until such securities are fully met and discharged. The
3 authority is authorized to include this pledge of the state in all
4 agreements by the authority with the holders of its securities. Nothing
5 contained in this article shall be deemed to restrict any right of the
6 state or municipality to amend, modify, repeal or otherwise alter stat-
7 utes imposing or relating to taxes or fees, or appropriations relating
8 thereto. The authority shall not include within any resolution, contract
9 or agreement with holders of the bonds, notes or other obligations
10 issued under this article any provision which provides that a default
11 occurs as a result of the state or of a municipality exercising its
12 right to amend, modify, or repeal or otherwise alter any statute impos-
13 ing or relating to taxes, fees, or appropriations relating thereto.
14 § 1021-l. Exemption of the authority from taxation. 1. It is hereby
15 found and declared that the operation of the authority is primarily for
16 the benefit of the people of the participating municipalities, counties
17 and the state, for the improvement of their health, welfare and prosper-
18 ity, and is a public purpose, and the authority shall be regarded as
19 performing an essential governmental function in carrying out the
20 provisions of this title.
21 2. The authority shall be required to pay no taxes nor assessments
22 upon any of the property acquired or controlled by it or upon its activ-
23 ities in the operation and maintenance thereof or upon income derived
24 therefrom, provided that nothing herein shall prevent the authority from
25 entering into agreements to make payments in lieu of taxes.
26 3. The authority shall make payments in lieu of taxes to munici-
27 palities and school districts equal to the taxes and assessments which
28 would have been received from year to year by such jurisdiction.
29 4. The authority shall also make payments in lieu of taxes for those
30 taxes which would otherwise be imposed upon a utility corporation pursu-
31 ant to: (a) section one hundred eighty-six-a and former section one
32 hundred eighty-six of the tax law as such sections were in effect on
33 December thirty-first, nineteen hundred ninety-nine; (b) any taxes
34 imposed by a city within the authority's service area pursuant to the
35 authorization granted by section twenty-b of the general city law; and
36 (c) any taxes imposed by a village within the authority's service area
37 pursuant to authorization granted by section 5-530 of the village law.
38 5. Notwithstanding the exemption in subdivision two of this section,
39 the authority shall also be subject to the assessments imposed pursuant
40 to section eighteen-a of the public service law.
41 6. The securities issued by the authority, and the income therefrom
42 shall, at all times, be free from taxation, except for estate and gift
43 taxes.
44 7. Nothing in this article shall relieve the authority from its obli-
45 gations to register for sales tax purposes, collect state or local sales
46 and compensating use taxes imposed by or pursuant to the authority of
47 articles twenty-eight and twenty-nine of the tax law, and otherwise
48 comply with those articles on its sale of property or services.
49 § 1021-m. Actions against the authority. 1. Any action, suit or
50 proceeding to which the authority may be a party in which any question
51 arises as to the validity of this title or the valuation of stock or
52 assets acquired by the authority by the exercise of the power of eminent
53 domain shall be preferred over all other civil causes in all courts of
54 the state, except election matters, and shall be heard and determined in
55 preference to all other civil business pending therein, except election
56 matters, irrespective of position on the calendar. The same preference
A. 6694--D 14
1 shall be granted upon application of counsel to the authority in any
2 action or proceeding questioning the validity of this title or the valu-
3 ation of stock or assets acquired by the authority by the exercise of
4 the power of eminent domain in which such counsel may be allowed to
5 intervene. The venue of any such action or proceeding shall be laid in
6 the supreme court pursuant to article five of the civil practice law and
7 rules.
8 2. In the event any party shall appeal an award of compensation for
9 the taking by the authority of stock or assets, such party shall post a
10 bond in such amount, if any, as the supreme court shall deem appropriate
11 to adequately protect the interests of the other party under all the
12 circumstances.
13 3. An action against the authority founded on tort shall be commenced
14 in compliance with all the requirements of section fifty-e of the gener-
15 al municipal law, except that an action against the authority for wrong-
16 ful death shall be commenced in accordance with the provisions of title
17 eleven of article nine of this chapter.
18 § 1021-n. Equal employment opportunity. All contracts entered into by
19 the authority pursuant to this title of whatever nature and all docu-
20 ments soliciting bids or proposals therefor shall contain or make refer-
21 ence to the following provision:
22 The contractor shall not discriminate against employees or applicants
23 for employment because of race, creed, color, national origin, sex, age,
24 disability or marital status, and will undertake or continue existing
25 programs of affirmative action to ensure that minority group persons and
26 women are afforded equal opportunity without discrimination. Such
27 programs shall include, but not be limited to, recruitment, employment,
28 job assignment, promotion, upgrading, demotion, transfer, layoff, termi-
29 nation, rates of pay or other forms of compensation, and selection for
30 training and retraining, including apprenticeship and on-the-job train-
31 ing.
32 § 1021-o. Limitation of liability; indemnification. 1. The directors,
33 officers and employees of the authority, while acting within the scope
34 of their authority as directors, officers or employees, shall not be
35 subject to any personal or civil liability resulting from the exercise,
36 carrying out or advocacy of any of the authority's purposes or power
37 unless the conduct of the directors, officers or employees is finally
38 determined by a court of competent jurisdiction to constitute inten-
39 tional wrongdoing or recklessness.
40 2. The provisions of section eighteen of the public officers law shall
41 apply to directors, officers and employees of the authority in
42 connection with any and all claims, demands, suits, actions or
43 proceedings which may be made or brought against any of them arising out
44 of any determinations made or actions taken or omitted to be taken in
45 compliance with any actions taken pursuant to the powers of this title.
46 3. As used in this section, the terms "director", "officer" and
47 "employee" shall include a former director, officer or employee and his
48 or her estate or judicially appointed personal representative.
49 4. Nothing in this section shall limit the obligations of a "direc-
50 tor," "officer," or "employee" of the authority or of a subsidiary of
51 the authority as a "person required to collect tax," as such term is
52 defined in article twenty-eight of the tax law, if such director, offi-
53 cer or employee is, or was, under a duty to act for the authority or
54 subsidiary, or both, as the case may be, in complying with any require-
55 ment of article twenty-eight or related provision of article twenty-nine
56 of the tax law.
A. 6694--D 15
1 § 1021-p. Website. The authority shall make accessible to the public,
2 via its official or shared internet website, documentation pertaining to
3 its mission, current activities, most recent annual financial reports,
4 current year budget and its most recent independent audit report unless
5 such information is covered by subdivision two of section eighty-seven
6 of the public officers law.
7 § 1021-q. Prevailing wage. Whenever the authority enters into any
8 contract, subcontract, lease, grant, bond, covenant or other agreement
9 for or in connection with any construction, demolition, reconstruction,
10 excavation, rehabilitation, repair, renovation, alteration, or improve-
11 ment project, such project shall be deemed to be a public works project
12 for the purposes of article eight of the labor law, and all of the
13 provisions of article eight of the labor law shall be applicable to all
14 the work involved in the construction, demolition, reconstruction, exca-
15 vation, rehabilitation, repair, renovation, alteration, or improvement
16 of such project. Funds, financial assistance, or any other benefits
17 provided pursuant to this article shall not be utilized for or in
18 connection with the construction, demolition, reconstruction, exca-
19 vation, rehabilitation, repair, renovation, alteration, or improvement
20 of any project to which the provisions of article eight of the labor law
21 are not applicable.
22 § 1021-r. Periodic review by legislature. Beginning in the year two
23 thousand fifteen, and not more than every ten years thereafter, the
24 legislature of the state of New York shall conduct a comprehensive
25 review, of the structure, activities and operations of the NCPA, and the
26 NCPA shall provide such records, reports and testimony as the legisla-
27 ture may request to assist in the conduct of this review.
28 § 1021-s. Severability. The provisions of this title are severable,
29 and if any clause, sentence, paragraph, action or part of this title, or
30 the application thereof to any person or circumstance, shall be adjudged
31 by any court of competent jurisdiction to be invalid or unenforceable,
32 such judgment shall not affect, impair or invalidate the remainder of
33 this title or the application of such provision to any other person or
34 circumstance, but shall be confined in its operation to the clause,
35 sentence, paragraph, section or part thereof or person or circumstance
36 directly involved in the controversy in which such judgment shall have
37 been rendered.
38 § 2. Subdivision 1 of section 51 of the public authorities law is
39 amended by adding a new paragraph n to read as follows:
40 n. North Country Power Authority
41 § 3. This act shall take effect immediately.
