1- Governance AGENDA · 2017-12-13 · PROPOSED AGENDA Joint Authority and Canal Governance Committee Meeting December 12, 2017, 2016 – 8:30 a.m. Clarence D. Rappleyea Building,

PROPOSED AGENDA

Joint Authority and Canal Governance Committee MeetingDecember 12, 2017, 2016 – 8:30 a.m.

Clarence D. Rappleyea Building, White Plains, NY

1. Adoption of the December 12, 2017 Proposed Meeting Agenda

2. Motion to Conduct An Executive Session

3. Motion to Resume Meeting in Open Session

4. CONSENT AGENDA:

a. NYPA Matters:

i. Minutes of the Regular Meeting held on September 26, 2017

ii. Procurement and Related Reports (John Canale)

iii. Real Estate Report (Ruth N. Colón)

iv. Ethics & Compliance Program and NERC Reliability Standards Compliance (Joseph Gryzlo/Saul Rojas)

v. Amendments to Governance Committee Charter (Justin Driscoll)

b. CANAL Matters:

i. Minutes of the Regular Meeting held on September 26, 2017

ii. Ethics & Compliance Program and Technical Compliance Utility Operations (Joseph Gryzlo/Saul Rojas)

5. DISCUSSION AGENDA:

a. Committee Appointments (John Koelmel)

6. Next Meeting

December 12, 2017

Motion to Conduct an Executive Session

I move that the Authority conduct an executive session pursuant to the Public Officers

Law of the State of New York section §105 to discuss matters leading to the appointment,

employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular

person.

December 12, 2017

Motion to Resume Meeting in Open Session

I move to resume the meeting in Open Session.

MINUTES OF THE MEETING OF THE

GOVERNANCE COMMITTEE

September 26, 2017

Table of Contents

Subject Page No. Exhibit Introduction 2

1. Adoption of the September 26, 2017 Proposed Meeting Agenda 3

2. CONSENT AGENDA: 4

a. Minutes of the Regular Meeting held on July 25, 2017 5

b. Procurement and Related Reports 6 2b-A - 2b-G

c. Real Estate Report 7 2c-A

d. New York Power Authority’s Ethics and Compliance Program 8 and Reliability Standards Compliance

e. Motor Vehicle and Equipment Policy CP 2-8 13 2e-A

3. DISCUSSION AGENDA: 14

a. Appointment of Treasurer 14

4. Next Meeting 15

5. Closing 16

September 26, 2017

1

Minutes of the regular meeting of the New York Power Authority’s Governance Committee held at the Clarence D. Rappleyea Building, 123 Main Street, White Plains, New York, at approximately 8:00 a.m.

The following Members of the Governance Committee were present:

Trustee Eugene L. Nicandri, Acting Chair Trustee John R. Koelmel, Member Trustee Tracy McKibben, Member Trustee Anne M. Kress, Excused Trustee Anthony Picente, Jr. - Excused Also in attendance were:

Dennis G. Trainor Trustee Gil Quiniones President and Chief Executive Officer Justin Driscoll Executive Vice President and General Counsel Karen Delince Vice President and Corporate Secretary Genevieve Fabela Treasurer Lorna Johnson Senior Associate Corporate Secretary Sheila Baughman Senior Assistant Corporate Secretary Jaiah Gottor Lead Network Analyst – Infrastructure Glen Martinez Senior Network Analyst – Infrastructure

Acting Chair Nicandri presided over the meeting. Corporate Secretary Delince kept the Minutes.

September 26, 2017

2

Introduction Acting Chair Nicandri welcomed committee members and Authority senior staff to the meeting. He said the meeting had been duly noticed as required by the Open Meetings Law and called the meeting to order pursuant to Section B(4) of the Governance Committee Charter.

September 26, 2017

3

1. Adoption of the Proposed Meeting Agenda Upon motion made by Trustee McKibben and seconded by Trustee Koelmel, the Agenda

for the meeting was adopted.

September 26, 2017

4

2. CONSENT AGENDA: Upon motion made by Trustee Koelmel and seconded by Trustee McKibben, the Consent

Agenda and Reports provided by staff to members of the Governance Committee were approved.

September 26, 2017

5

a. Approval of the Minutes Upon motion made and seconded, the Minutes of the Committee’s Regular Meeting of

July 25, 2017 were approved.

September 26, 2017

6

b. Procurement and Related Reports

The Vice President of Procurement and Strategic Supply Management submitted the following report: “SUMMARY

This report is to advise the Governance Committee of certain 2017 activities of the Procurement Division, including: procurement contract activity, disposal of personal property (including Fleet-related transactions), Supplier Diversity Program activities and plant inventory statistics; as well as fossil fuels activities conducted by the Fuel Planning and Operations Group; corporate finance activities conducted by the Treasury Group; and transfers of interest in personal property to Canal Corporation.

BACKGROUND

Pursuant to Subsection C.5 of the Authority’s Governance Committee Charter relating to Reports, the Vice President – Procurement and Strategic Supply Management is required to report to the Committee at all regularly scheduled meetings and the Committee has the authority to require Procurement and other staff to prepare additional reports and to produce documents for Committee review.

The reported activities are governed by various State laws and regulations and are set forth in the attached Reports.

DISCUSSION

As more fully described in the individual reports attached hereto as Exhibits 2b-A through 2b-G, the Procurement Contract Report summarizes activity for procurements of $5,000 or greater that were active in 2017, as identified by the Authority’s SAP Enterprise Resource Planning (‘ERP’) system. The Disposal of Personal Property Report lists all personal property disposal transactions over $5,000 conducted during 2017. The Supplier Diversity Program Activity Report summarizes dollars awarded to New York State-certified Minority and Women-owned Business Enterprises (“MWBEs”) as well as to Service-Disabled Veteran-Owned Businesses (‘SDVOBs’) based on reportable expenditures. The Plant Inventory Analysis lists current stock value and compares it to that of the previous year, with a brief explanation for any significant increase or decrease, where applicable. The Fossil Fuels and Corporate Finance Reports list the fuel- and finance-related transactions conducted by the Fuel Planning and Operations and Treasury work groups, respectively. The Transfer of Interest in Personal Property to Canal Corporation report identifies personal property transferred from the Authority to Canal Corporation deemed prudent by the Contracting Officer to facilitate the Canal Corporation’s obligations to operate, maintain, construct, reconstruct, improve and develop the canal system.

FISCAL INFORMATION

There will be no financial impact on the Authority.

RECOMMENDATION

The Governance Committee is requested to review and approve the Procurement, Fossil Fuels and Corporate Finance Reports (attached hereto as Exhibits 2b-A through 2b-G).”

September 26, 2017

7

c. Real Estate Report

The Vice President of Enterprise Shared Services submitted the following report: “SUMMARY This report is to advise the Governance Committee of certain 2017 activities of the Real Estate Division regarding the acquisition and disposal of real property. BACKGROUND

Pursuant to Subsection C.5 of the Authority’s Governance Committee Charter relating to Reports, the Vice President - Enterprise Shared Services, the Vice President - Procurement and the Director - Real Estate are required to report to the Committee at all regularly scheduled meetings, and the Committee has the authority to require Real Estate staff to prepare additional reports and to produce documents for Committee review. Due to recent staff reorganization, the Real Estate Division now reports to the Vice President - Enterprise Shared Services, who is submitting this report. The reported activities are governed by various State laws and regulations and are set forth in the attached Report. DISCUSSION The Report of the Acquisition and Disposal of Real Property for the period January through September 13, 2017 is attached hereto as Exhibit 2c-A.”

September 26, 2017

8

d. New York Power Authority’s Ethics and Compliance Program and Reliability Standards Compliance

The Vice President and Chief Ethics & Compliance Officer submitted the following report:

ETHICS and COMPLIANCE “SUMMARY

The Office of Ethics and Compliance (‘E&C Office’) advises NYPA’s trustees, officers and

employees on the legal, regulatory and NYPA Code of Conduct ethics and compliance standards relating to NYPA’s employees and operations. It coordinates the investigation of allegations and concerns involving NYPA’s assets and employees. This report highlights significant developments in NYPA’s ethics and compliance program for the period July 25, 2017 through September 26, 2017. BACKGROUND

The principal substantive issues arising under the NYS ethics laws and NYPA’s Code of Conduct investigated or researched since the most recent Governance Committee report on July 25, 2017 include various requests to engage in outside activities and employment and issues concerning conflicts of interest, including familial relationships and external board appearance issues, post-employment analyses, policy reviews and gifts inquiries. DISCUSSION NYPA has a paid volunteer time (‘PVT’) policy which allows for salaried employees to take two days annually to volunteer for recognized not-for-profit organizations without using vacation or floating holidays. Recently an employee took the leave under this policy without having completed the required paperwork. After repeated attempts to facilitate the employee’s compliance with NYPA’s policy, the paid leave status was reversed, and the employee was charged a vacation day for the volunteer time off. The Buffalo & Erie County Greenway Fund Standing Committee, a group created as a result of the Niagara Project’s relicensing agreement, celebrated 10 years of awards and the distribution of approximately $20 million to projects in the communities it represents. The Committee proposed a tour of several award recipient sites followed by a reception underwritten by the M & T Bank/Wilmington Trust’s Charity Corporation. M & T Bank/Wilmington Trust is the Trustee bank for NYPA’s annual $2 million payment to the Buffalo & Erie County Greenway Funds. A review was conducted to determine whether it would be permissible for the bank’s Charity Corporation to fund the reception after the tour as it may have created an appearance of a conflict of interest (i.e., quid pro quo scenario to retain the account). During the review, M & T Bank/Wilmington Trust’s Charity Corporation withdrew support for the reception. While inspecting sites for the aforementioned reception, a NYPA staff member visited a local park owned by NYPA but operated by an outside organization. While inside the park’s administrative offices the employee noticed a political candidate’s fundraising poster prominently displayed. The employee reported this advertisement to the E & C Office which contacted the facility manager and facilitated the removal of the current poster and to ensure that staff at the facility had a clear understanding that political materials could not be displayed on any state owned properties. NYPA recently was successful in the first round of a competition to submit a project to secure the right to partner with IBM’s Watson super computer. The project will analyze historical and near real-time transmission system data as a predictive tool to enhance the reliability of the electric grid and assist in identifying anomalies within this data set that could point to

September 26, 2017

9

maintenance needs before they become critical issues. A review was conducted related to confidential information and any issues that may arise out of potential exposure of this data. All identifying information will be removed from the provided data to ensure its confidentiality. Several members of the Northern New York Power Proceeds Allocation Board (NNYPPAB) have requested opinions from the Corporate Secretary and the E & C Office regarding potential conflicts of interest or an appearance of a conflict of interest relating to current funding applicants appearing before the NNYPPAB. Certain applicants previously appeared before these board members while they were serving on the boards of other funding entities in the North Country or may have interacted with their private sector employers. Several appointees on these external NYPA boards serve in economic development or community leadership roles in which they reviewed grant or funding applications from organizations who are now appearing before the NNYPPAB seeking additional funding for their businesses. The Board members self-disclosed these potential conflicts and working in conjunction with the Secretary’s Office, we determined that if the board members had any personal involvement with any type of award to applicants before the Power Allocation Boards that they would need to recuse themselves from evaluating or voting upon those particular applicants. Otherwise, their disclosures pertaining to prior funding reviews would be formally identified on the NNYPPAB record to ensure transparency. This action is consistent with the Conflicts of Interest Procedure applicable to the NNYPPAB. Several employees have disclosed and been approved to engage in outside employment working for other local, county and state agencies including; town board positions, SUNY adjunct professors, equine testing for the NYS Gaming Commission and part time police and corrections officers. All outside employments approvals are conditioned upon the employees’ agreement to follow prescribed ethics guidelines, including their not utilizing any NYPA or State assets in connection with their outside endeavors.

Cases by Location and Category for the Period July 25-September 26, 2017

Category Albany BG

Buffalo CEC Niagara STL WPO Multiple

SItes Totals Allegations

1 1 2

Conflict of Interest

1 1 2 General Inquiries

1 1

Gifts

2

1 3 Nepotism

1

1 2

Outside Activities 1

1

2 1 6 11 Outside Employment

3 4 2

3 12

Political Inquiries

1 1

2 Post-Employment

2 2

Unwarranted Privilege

1

2

1 4

Use of Assets

1 1 Totals 1 3 1 4 9 3 19 1 42

September 26, 2017

10

Collaboration with the New York State Inspector General’s Office and Other External Agencies NYPA continues to collaborate with the NYS Inspector General’s Office and other

external federal and state agencies in providing requested documentation or information related to ongoing investigations. The E&C Office is NYPA’s liaison for coordinating compliance with investigations affecting NYPA and its business partners.

The E & C Office has been facilitating the Financial Disclosure Statement filings of employees in the NYS Joint Commission on Public Ethics’ (‘JCOPE’) Financial Disclosure website. JCOPE has continued to enhance the capabilities of its electronic filing system, and after several years of building the system, it is addressing overdue filings. In most instances, employees had completed the filing but had not attested to the accuracy of the statements made on the form. No employees have faced any administrative hearings or fines for having failed to complete their forms in a timely manner. Training and Outreach Joseph Gryzlo addressed all NYPA and Canals staff at the most recent All-Hands meeting which was held in the Jaguar Room and broadcast to all NYPA and Canals sites. The presentation was a high level overview of several key ethics principles including nepotism, outside employment and activities, post-employment, financial disclosure, Freedom of Information Law and Project Sunlight. In the 4th quarter, the E & C Office will deliver the Comprehensive Ethics Training Course (‘CETC’) developed by JCOPE as well as the abbreviated Ethics Refresher Training for those employees who have completed the CETC within the past three years.” RELIABILITY STANDARDS COMPLIANCE “SUMMARY

This report highlights important aspects of NYPA’s NERC Reliability Standards

compliance management program for the period July 25, 2017 to September 26, 2017. A brief background statement is followed by discussion of specific to Reliability Standards-related topics affecting the enterprise.

BACKGROUND

Background information related to the origin of the North American Electric Reliability

Corporation (NERC) mandatory standards for reliability and NYPA’s obligations to demonstrate compliance with the standards has been presented in previous reports to the Governance Committee.

DISCUSSION NERC Reliability Standards Compliance Enforcement Actions

During the reporting period, there were six (6) new possible violations of the NERC

Reliability Standards reported to the Northeast Power Coordinating Council (‘NPCC’).

1. CIP-007 Cyber Security - System Security Management: A relay technician discovered that the instructions in a job plan for certain BES Cyber Assets (Schweitzer SEL 300 Series Relays) were incomplete. The job plan did not have a discrete instruction that required security event logging capabilities be enabled for these assets. The investigation team determined that the incomplete job plan is a condition in which there is a possible

September 26, 2017

11

violation of CIP-007 R4.1. This requirement requires this security feature to be enabled at all times.

2. CIP-006 Cyber Security - Physical Security of BES Cyber Systems: While conducting an investigation of a possible incident involving unauthorized access into a protected area, site physical security staff discovered that the electronic historical access logs included 30-days of access records which do not meet the 90-days requirement as per CIP-006 R1.9. Thus, the investigation team determined that this event is a possible violation.

3. CIP-004 Cyber Security - Personnel & Training: A contract employee was terminated by its company. This contract employee had physical and interactive remote access to BES Cyber Assets. CIP-004-6, R5.1 requires that revocation of these privileges be performed within a 24-hour period. NYPA removed these privileges for this employee approximately 13-hours after the 24-hour threshold. Thus, the investigation team determined that this event is a possible violation.

4. CIP-007 Cyber Security - System Security Management: Staff identified six (6) switches, BES Cyber Assets, for which security event logs were not automatically monitored by a Security Incident and Event Management System or a Security Operations Center (‘SIEM/SOC’). CIP-007 R5.7 requires that these specific BES Cyber Assets be monitored by a SIEM/SOC. Thus, the investigation team determined that this event is a possible violation.

5. PRC-019 Coordination of Generating Unit or Plant Capabilities, Voltage Regulating Controls, and Protection: As required by a regulatory implementation plan, NYPA did not document coordination of 40% of its applicable Facilities by July 1, 2016. NYPA documented coordination for 38.3% of its applicable Facilities. Thus, the investigation team determined that this event is a possible violation.

6. PRC-005 Protection System, Automatic Reclosing, and Sudden Pressure Relaying Maintenance: Staff identified twenty (20) BES battery systems that were not being tested for intercell resistance as required by PRC-005 R3 and its implementation plan. These battery systems have physical design constraints that do not allow this type of testing. As this is a specific test requirement under PRC-005, the investigation team determined that this event is a possible violation.

These possible violations were determined to be of minimal impact to the Bulk Electric

System (‘BES’). As such, RSC reported these to NPCC under the self-logging process. If confirmed by NPCC, these minimal impact violations will be processed as Compliance Exceptions and will not result in any penalties.

Investigations of Possible Violations

During the reporting period, Technical Compliance reviewed thirteen (13) investigations

of possible violations of the NERC Reliability Standards. Six (6) of these were reported to the Northeast Power Coordinating Council (‘NPCC’) in September 2017 under the self-logging process. Two (2) investigations are under review from the previous reporting period and pending a final determination and five (5) investigations resulted in a determination of no possible violation. This internal process is viewed by the regulator as evidence that NYPA has a strong internal compliance program.

Risk-Based Evidence Management Program

Effective in late 2015, NPCC revamped the self-certification process to a risk-based

model. The new process is referred to as the Guided Self-Certification program. This program is being administered to entities in the NPCC region in lieu of the previous annual self-certification

September 26, 2017

12

program. In response, Technical Compliance implemented a Risk-Based Evidence Management Program for identifying areas of risk and appropriate frequency for evaluation of and compliance evidence updates for the NERC Reliability Standards applicable to NYPA. This process ensures that NYPA’s compliance program aligns with NERC’s risk-based Compliance Monitoring and Enforcement Program and the NPCC guided self-certification process. In 2017, Technical Compliance will review and update the evidence for forty-three (43) NERC Reliability Standards that are applicable to NYPA’s NERC registrations. Technical Compliance has reviewed and updated the evidence for fifteen (15) NERC Reliability Standards. These reviews have been delayed due to NERC Critical Infrastructure Protection (‘CIP’) audit readiness efforts.

Guided Self-Certification of Compliance NYPA did not receive any Guided Self-Certification of Compliance notifications during the

reporting period. Technical Compliance has established a rigorous process to ensure that compliance evidence is updated before NYPA self-certifies compliance with NPCC. Bulk Electric System (‘BES’) Definition

As stated in earlier reports, the Federal Energy Regulatory Commission (‘FERC’)

approved the new BES definition and that NYPA identified over 50 new BES elements that were subject to the NERC Reliability Standards in July 2016. The new definition applies essentially to any transmission assets operated at or above 100 kV.

The exclusion exception request for the Moses-Alcoa (MAL) 115kV transmission lines that has been reported in previous reports to the Governance Committee is still in process. In May, a NERC-led Review Panel issued its determination and concluded that the MAL lines are BES facilities and that Alcoa is required to register as the Transmission Owner and that NPCC needs to assign the Transmission Operator for the lines. Alcoa submitted an appeal to NERC in May. In July, NPCC requested updates to the documentation related to this exclusion exception request. In August, NYPA and Alcoa submitted the updated documentation to NPCC for their review.

Critical Infrastructure Protection (‘CIP’) Standards - Versions 5 and 6

During the reporting period, NYPA continued to effectively manage the implementation of CIP Versions 5 and 6 to include the Southeast New York (‘SENY’) region and the upstate Low Impact facilities and cyber system assets in the CIP Compliance Program. In parallel, Technical Compliance continues to engage the internal stakeholders to implement a work plan to establish a consistent and robust NERC CIP Compliance Program for NYPA’s assets. The standardization of the program requires the implementation of certain controls that exceed, in some respects, the CIP requirements. Such an approach, ensures program stability, enhances NYPA’s security posture, and aligns with NYPA’s enterprise-wide cyber security strategy.

NYPA received its CIP onsite audit notification from NPCC on September 5. The audit

will be observed by FERC. As scheduled, audit readiness efforts have entered the final preparation stages.”

September 26, 2017

13

e. Motor Vehicle and Equipment Policy CP2-8 The Senior Vice President Human Resources & Enterprise Shared Services submitted the following report. “SUMMARY

Enclosed for your review and approval is an update to the New York Power Authority’s Motor Vehicle and Equipment Policy CP 2-8. BACKGROUND

This revised policy includes incorporates a portion of NYPA’s Emergency Management Program which requires certain positions within the Corporate Crisis Command Team command team to be eligible to use an assigned NYPA vehicle. These positions are listed in section 5.4.1 of the Motor Vehicle and Equipment Policy and are essential to ensuring public safety, need to respond to events impacting NYPA and/or the reliability of the electric grid of New York State, or are in roles that require immediate on-site response that is critical to maintaining safe operations for NYPA staff and the public. RECOMMENDATION

The Governance Committee recommends that the Trustees review and approve Motor Vehicle and Equipment Policy CP 2-8.

The policy Motor Vehicle and Equipment Policy CP 2-8 is attached hereto as Exhibit

2e-A.”

September 26, 2017

14


a. Appointment of Treasurer The President and Chief Executive Officer submitted the following report:

“SUMMARY

The members of the Governance Committee are requested to recommend to the Authority’s Trustees and the Canal Corporation’s (‘Canals’) Board of Directors, the appointment, effective immediately, of Genevieve Fabela as Treasurer, with an annual salary of $158,620.

BACKGROUND AND DISCUSSION The appointment of officers is governed by Article IV of the Authority’s Bylaws, which provides that the officers shall be appointed by formal resolution adopted by the Trustees upon the recommendation of the Governance Committee at any annual, regular or special meeting of the Trustees. The Authority’s Governance Committee Charter further provides that the Committee shall review and make recommendations to the Board of Trustees concerning the election and compensation of all officers, consistent with the By-laws, the needs of the Authority, good organizational management practices and such other criteria the Committee deems appropriate. The Canals’ Bylaws, Article IV, provides that officers shall be appointed by formal resolution adopted by the Board at any regular or special meeting. RECOMMENDATION

Pursuant to the Authority’s and Canals’ Bylaws and the Authority’s Governance Committee Charter, I hereby request that the Governance Committee recommends to the Authority’s Board of Trustees and the Canals’ Board of Directors, the appointment of Genevieve Fabela as Treasurer, with an annual salary of $158,620, effective immediately.

Upon motion made by Trustee Koelmel and seconded by Trustee McKibben, the

members approved the recommendation, as submitted by the President and Chief Executive Officer, that the Authority’s Board of Trustees to approve the following resolution.

RESOLVED, That pursuant to Article IV, of the Authority’s and Canals’ By-Laws, the Governance Committee hereby recommends the appointment of Genevieve Fabela as Treasurer, effective immediately, at an annual salary of $158,620 to hold office until her successor is chosen and qualified or her earlier removal, resignation or death.

September 26, 2017

15

4. Next Meeting Acting Chair Nicandri said that the next regular meeting of the Governance Committee is

to be held on Tuesday, December 12, 2017 at a time to be determined.

September 26, 2017

16

Closing

Upon motion made by Trustee Koelmel and seconded by Trustee McKibben, the meeting

was adjourned by the Acting Chair of the Committee at approximately 8:10 a.m.

Karen Delince Karen Delince Corporate Secretary

September 26, 2017

EXHIBITS For

September 26, 2017

Governance Committee

Meeting Minutes

Exhibit 2b-A September 26, 2016

PROCUREMENT CONTRACTS SUMMARY

January - August 2017 In accordance with the Procurement Guidelines, “procurement contracts” are contracts for the acquisition of goods and/or services in the actual or estimated amount of $5,000 or more. Such goods and/or services are those necessary to support the Authority’s White Plains office, facilities (including Canal Corporation), operations and maintenance (“O&M”) and capital projects, including but not limited to, goods and commodities, major electrical equipment, construction, maintenance work and other services. The following is a summary of all procurement contracts including multi-year contracts awarded through August 31, 2017. These contracts have been active during 2017 and are $5,000 or greater in value. There are 2,169 such contracts with a total estimated value of more than $4.7 billion not including fossil fuel or corporate finance expenditures covered in Sections 2b-5 and 2b-6 of this report. Total expenditures thus far in 2017 have exceeded $371 million for these contracts. The following is a breakdown of the total number of active contracts, excluding fossil fuel and corporate finance contracts, by contract type:

• 12% of these contracts are for Construction Services; • 43% are for the purchase of Equipment and Commodities; • 2% are for Architectural and Engineering Services; • 2% are for Legal Services; • 15% are for Personal Service contracts such as professional consulting services; • 26% are for Non-Personal Service contracts such as maintenance, technicians,

contracted personnel and repairs. Based on the total value of the contracts included in this summary ($4.7 billion), approximately 99% of contracts were competitively bid. Thus far in 2017, approximately 1% of contracts (with a total contract value of approximately $37 million), were sole/single-source awards, which included over $2 million in Minority- and Women-owned Business Enterprises (MWBEs), Service-Disabled Veteran-Owned Businesses (SDVOBs) and NYS Small Businesses contract awards. Sole/single-source awards also included, but were not limited to, the purchase of highly specialized spare parts and services from original equipment manufacturers, procurement of services on an emergency basis and proprietary sources.

Exhibit 2b-B September 26, 2017

DISPOSAL OF PERSONAL PROPERTY

January – August 2017

January through June 2017 YTD Report of Disposal of Personal Property

Public Authorities Law (“PAL”) § 2896, enacted as part of the Public Authorities Accountability Act of 2005 (“PAAA”), as amended by the Public Authorities Reform Act of 2009 (“PARA”), requires the Authority to prepare a report, not less frequently than annually, listing all Personal Property in excess of $5,000 in value that was disposed of during the reporting period. Furthermore, pursuant to Subsection C.5 of the Authority’s Governance Committee Charter relating to Reports, the Vice President of Procurement is required to report to the Committee at all regularly scheduled meetings. To that end, the 2017 YTD Report of Disposal of Personal Property over $5,000 in value is attached. The description of the property, purchaser’s name and price received by the Authority, as required by PAL § 2896, will be presented in the official 2017 Annual Report of Disposal of Personal Property for review and approval by the full Board of Trustees at their March 2018 meeting, referenced in the Authority’s § 2800 Annual Report and included in other filings with various State entities, in compliance with applicable law. The sale price and other additional data (such as fair market value, date of transaction, full address of purchaser, etc.) required by the Authorities Budget Office (“ABO”) will be included in the 2017 Public Authorities Reporting Information System (“PARIS”) Annual Report of Personal Property Disposal for submittal to the ABO by March 31, 2018. FACILITIES and WPO – July and August 2017 Activity

During the reporting period, there were no personal property disposals in excess of $5,000 in value. FACILITIES and WPO – YTD August 2017 Summary and Subtotal The January through August 2017 Total “Price Received by the Authority” for Personal Property Disposal transactions over $5,000 conducted by or on behalf of the Property Disposal Coordinators (“PDCs”) at the Facilities was $84,331.53. FLEET – July and August 2017 Activity

During the reporting period, the Authority participated in one Fleet-related auction conducted on behalf of the Authority’s Fleet Operations Division by the firm J.J. Kane Associates, Inc. (DBA J.J. Kane Auctioneers (of Delran, NJ) on August 26, 2017. Of thirty vehicles sold for $315,745, twelve vehicles had an assessed sale price or fair market value in excess of $5,000 and these sales resulted in payment to the Authority of $279,050. This value is net of transportation and other fees, as fully detailed in the attached report. FLEET – YTD August 2017 Summary and Subtotal In summary, the January through August 2017 YTD Fleet Total “Price Received by the Authority” for the sale of thirty-three vehicles with an assessed sale price or fair market value exceeding $5,000 (less transportation and other fees) was $471,150.00.

Grand Total as of 08/31/17 As summarized on page 2 of the attached Report, the YTD August 2017 Grand Total “Price Received by the Authority” for all Personal Property in excess of $5,000 was $555,481.53.

POWER AUTHORITY OF THE STATE OF NEW YORK

YTD AUGUST 2017 REPORT OF DISPOSAL OF PERSONAL PROPERTY OVER $5,000 DESCRIPTION PURCHASER SALE PRICE PRICE RECEIVED by the Authority REFRIGERANT TANKS AT NIAGARA AIRGAS USA LLC, DBA FOR $ 6,723.88 $ 6,723.88 AND ST LAWRENCE PROJECTS AIRGAS, INC. SCRAP METALS CASELLA WASTE SYSTEMS, $ 9,994.00 $ 9,994.00 AT ST LAWRENCE PROJECT INC. CO2 AND HYDROGEN CYLINDERS AMERITANX, INC. $ 19,000.00 $ 19,000.00 AT ST LAWRENCE PROJECT SCRAP METALS CASELLA WASTE SYSTEMS, $ 15,757.03 $ 15,757.03 AT ST LAWRENCE PROJECT INC. SCRAP METALS CASELLA WASTE SYSTEMS, $ 10,156.62 $ 10,156.62 AT ST LAWRENCE PROJECT INC. CO2 CYLINDERS AMERITANX, INC. $ 22,700.00 $ 22,700.00 AT NIAGARA PROJECT SUBTOTAL: $ 84,331.53 $ 84,331.53

06/30/17 1

* Sale Price less transportation and other costs. Includes items where the Sale Price and/or the estimated Fair Market Value exceeded $5,000. 2


YTD AUGUST 2017 REPORT OF DISPOSAL OF PERSONAL PROPERTY OVER $5,000

FLEET OPERATIONS

DESCRIPTION PURCHASER SALE PRICE

Transportation and Other

Fees

PRICE RECEIVED * by the Authority

2000 HYSTER FORKLIFT POWER & CONSTRUCTION GROUP INC $ 13,500.00 $ 100.00 $ 13,400.00 2004 JLG 450AJ MANLIFT AMAZING MOTORS $ 21,000.00 $ 100.00 $ 20,900.00 2004 JLG 600S MANLIFT NICHOLAS KRYWOSA $ 2,000.00 $ 100.00 $ 21,900.00 2005 YALE GLP06-TG FORKLIFT DAN DIMOND EQUIPMENT INC $ 1,000.00 $ 100.00 $ 10,900.00 2008 CHEVY IMPALA UPSTATE AUTO SALES INC $ 5,500.00 $ 100.00 $ 5,400.00 2008 FORD ESCAPE UPSTATE AUTO SALES INC $ 5,100.00 $ 100.00 $ 5,000.00 2008 FORD ESCAPE JULIAN PADUANA $ 5,200.00 $ 100.00 $ 5,100.00 2008 FORD ESCAPE UPSTATE AUTO SALES INC $ 5,250.00 $ 100.00 $ 5,150.00 2008 FORD ESCAPE UPSTATE AUTO SALES INC $ 5,250.00 $ 100.00 $ 5,150.00 2008 FORD ESCAPE DILCIA BARROS $ 5,750.00 $ 100.00 $ 5,650.00 2008 FORD F350 PICKUP UPSTATE AUTO SALES INC $ 1,000.00 $ 100.00 $ 10,900.00 2008 FORD F550 PICKUP CNY SEALCOATING & CONCRETE LLC $ 3,750.00 $ 100.00 $ 13,650.00 2009 CHEVY IMPALA THOMAS BROWN $ 6,250.00 $ 100.00 $ 6,150.00 2009 DODGE DURANGO CHAMPION INTERNATIONAL $ 5,250.00 $ 100.00 $ 5,150.00 2011 FORD F350 PICKUP ICAR AUTO SALES LLC $ 1,000.00 $ 100.00 $ 10,900.00 2011 FORD F350 PICKUP CHRIS ALBICKER $ 1,000.00 $ 100.00 $ 10,900.00 2011 FORD FUSION UPSTATE AUTO SALES INC $ 5,250.00 $ 100.00 $ 5,150.00 2011 FORD FUSION UPSTATE AUTO SALES INC $ 5,250.00 $ 100.00 $ 5,150.00 2011 TOYOTO HIGHLANDER L&V DOM & IMPORTED AUTO SALES INC $ 2,500.00 $ 100.00 $ 12,400.00



YTD AUGUST 2017 REPORT OF DISPOSAL OF PERSONAL PROPERTY OVER $5,000

FLEET OPERATIONS (CONTINUED)

DESCRIPTION PURCHASER SALE PRICE

Transportation and Other

Fees

PRICE RECEIVED * by the Authority

2012 FORD FUSION RWC ENTERPRISES $ 6,450.00 $ 100.00 $ 6,350.00 2012 FORD FUSION CJ'S CAR AMERICA $ 6,950.00 $ 100.00 $ 6,850.00 2005 JD ATV HYLAN DATACOM & ELECTRICAL LLC $ 7,750.00 $ 100.00 $ 7,650.00 2013 FORD FUSION SUSAN M BUTTON $ 7,500.00 $ 100.00 $ 7,400.00 2012 FORD FUSION CHICAGO AUTOPLEX INC $ 5,750.00 $ 100.00 $ 5,650.00 2012 FORD FUSION CHICAGO AUTOPLEX INC $ 5,250.00 $ 100.00 $ 5,150.00 2012 FORD FUSION CHICAGO AUTOPLEX INC $ 5,250.00 $ 100.00 $ 5,150.00 2008 FORD ESCAPE CONNIE BURNETT $ 6,000.00 $ 100.00 $ 5,900.00 2009 FORD F250 ICAR AUTO SALES LLC $ 10,750.00 $ 100.00 $ 10,650.00 2005 INTR 7400 ACE EQUIPMENT NORTH $ 13,000.00 $ 100.00 $ 12,900.00 2003 WORK VAN LEHIGH AUTO SALES & SERVICE LLC $ 8,000.00 $ 100.00 $ 7,900.00 2007 INTR 5600 KT POWER $150,000.00 $ 100.00 $ 149,900.00 2006 CATE D5GL VILLAGE TRUCK SALES $ 46,000.00 $ 100.00 $ 45,900.00 2004 JLG M6400J INTEGRA SUPPLY $ 15,000.00 $ 100.00 $ 14,900.00 FLEET SUBTOTAL: $ 474,450.00 $ 3,300.00 $ 471,150.00 + SUBTOTAL Page 1: $ 84,331.53 -- $ 84,331.53 GRAND TOTAL: $ 558,781.53 $ 3,300.00 $ 555,481.53

Exhibit 2b-C September 26, 2017

SUPPLIER DIVERSITY PROGRAM (SDP)


At the end of New York State’s 2nd reporting quarter (ending June 30, 2017), the Authority expended a total of $10.7 Million or 16.7% of its reportable expenditures to New York State-certified Minority and Women-Owned Business Enterprises (MWBEs).

From January to August 2017, the Authority expended approximately $37.1 Million or 24.8% of its reportable expenditures to New York State-certified MWBEs. Treasury transactions with NYS-certified MWBE financial dealers for the first eight months of calendar year 2017 resulted in $466.7 Million or 33.9% in principal sales and purchases for the Authority.

Service-Disabled Veteran-Owned Business (SDVOB) utilization for the period January – August 2017 is approximately $1.16 Million or 12.3% of designated spend. The Authority’s utilization of SDVOBs continues to increase. Additionally, SDVOB financial dealers transacted over $384.4 Million or 27.9% in principal sales and purchases for the period January – August 2017.

The Authority’s 2017-2018 MWBE goal is 30%. The Authority remains challenged in meeting this aggressive goal due to numerous factors; onboarding of the Canal Corporation, the conclusion of multiple energy efficiency contracts and NYPA’s unique position as an energy producing utility. We are hopeful that the new procurement model and enhanced SAP tracking reporting features, the use of Ariba Discovery and revised approaches in determining MWBE goal applications will collectively assist the Authority in its outreach to and utilization of diverse suppliers.

Victoria Daniels is the new Manager of Supplier Diversity for the Authority. This position resides in the Supplier Relationship Management (SRM) pillar of the new Strategic Supply Management model. She assumed responsibility for the program June 1, 2017.

The new 2016 Disparity Study (“Study”) was released early July 2017. The Study is an evaluation of the participation by MWBEs in government contracting compared to the availability of MWBEs in the marketplace and determines whether race or gender based disparity continues to exist in New York State contracting. We are assessing its impact on the Authority’s Supplier Diversity Program.

With the Senior Director of Category Management and the Analytics COE Manager in place, the SDP team is seeking increased procurement opportunities with diverse suppliers by utilizing strategic analytics and sourcing strategies.

Exhibit 2b-D September 26, 2017

INVENTORY STATISTICS

August 31, 2017

1 2016 Includes $2.0 million reduction for NIA Dual Voltage Transformer installed in RM Unit 5 to replace the fire damaged transformer. 2 2017 Includes $1.1 million for STL net purchases of: 765KV Disconnect Switches & Structure Supports $1,131K 3 2016 Includes $1.6 million for STL net purchases of: Headgate Motor Control Panels $ 800K 765KV Disconnect Switches & Lattice Structure Supports $ 284K Wood Poles - 70 & 75 Ft $ 272K Reinhausen Transducer $ 172K Lubron Bushings $ 66K

4 2016 Includes $6.2 million reduction for Flynn 2015 Major Outage: Turbine Blades and Vanes $4.258 million Turbine Inner Casing $1.305 million Mixing Casing $0.653 million

Facility

8/31/17

8/31/16

8/31/15

Niagara 18,337,715 18,177,9111 20,446,308

St. Lawrence 15,478,4852 14,319,1513 12,174,658

Poletti Project 9,010,422 8,998,483 8,128,670

Flynn Project 7,598,898 7,145,1754 14,143,303

Blenheim-Gilboa 9,061,284 8,723,402 8,582,215

500 MW Project 27,125,147 25,878,246 25,301,909

Clark Energy Center 6,926,609 6,405,182 5,610,126

Canal Corporation 737,293 N/A N/A

Total Stock Value $ 94,275,853 $ 89,647,550 $ 94,387,189

POWER AUTHORITY OF THE STATE OF NEW YORKFOSSIL FUELS ACTIVITYJANUARY - AUGUST 2017

REQUIRED BY N.Y. PUBLIC AUTHORITIES LAW, SECTION 2879

Exhibit 2b-ESeptember 26, 2017

1

CONTRACT NUMBER PROVIDER NAME CONTRACT DESCRIPTION

TYPE

MOA

RNA

OPA

MWBE

BIDS

TOTAL EXPENDED TO DATE

AMOUNT EXPENDED 1Q & 2Q

AMOUNT EXPENDED (JULY '17 &

AUG '17)AMOUNT

EXPENDED 2017DATE OF

CONTRACT

O\C

PROJ COMPLETE

DATE

DATE CONTRACT COMPLETE

FD-1990-33Northville Industries Corp. NIC

25 Melville Park RoadMelville NY 117470398

Oil Storage Agreement E 1 N N 15,146,515 282,166 94,056 376,222 4/1/1994 3/31/2019

FD-1990-34Northville Industries Corp. NIC

25 Melville Park RoadMelville NY 117470398


FD-2002-11PSEG EnergyResourcesTrade

80 Park Plaza Floor T-19Newark NJ 07102

NAESB Agreement for Natural Gas E B F N 32 11,017,721 0 0 0 11/1/2002 *

FD-2003-09J. Aron and Company

85 Broad StreetNew York NY 10004

NAESB Agreement for Natural Gas E B N N 32 83,241,402 0 0 0 4/22/2003 *

FD-2003-10BP Energy Company

201 Helios WayHouston TX 77079

NAESB Agreement for Natural Gas E B F N 32 210,472,430 1,232,438 0 1,232,438 10/1/2004 *

FD-2003-12Exelon Generation Company, LLC

1310 Point StreetBaltimore MD 21231


FD-2003-13Merrill Lynch Commodities, Inc.

20 East Greenway PlazaHouston TX 77046

NAESB Agreement for Natural Gas E B F N 32 83,974 0 83,974 83,974 11/1/2003 *

FD-2003-14Colonial Energy Inc.

3975 Fair Ridge DriveFairfax VA 22033

NAESB Agreement for Natural Gas E B F N 32 513,356,662 5,063,264 1,136,318 6,199,582 7/1/2003 *

FD-2003-15Virginia Power Energy Mktg

P.O. Box 25773Richmond VA 23260


FD-2004-08

Shell Energy North America (US), L.P.

1000 Main StreetHouston TX 77002

NAESB Agreement for Natural Gas E B F N 32 83,906,072 5,842,561 9,000 5,851,561 4/1/2004 *

FD-2005-12NJR Energy Services Co

1415 Wyckoff RoadWall NJ 07719


FD-2007-10Eastern Generation, LLC

18-01 20th AvenueAstoria NY 11105

Oil Delivery Labor Fees E 1 N N 60,771 0 0 0 7/1/2006 *

FD-2008-05Sequent Energy Mgmt LP

1200 Smith StreetHouston TX 77002


FD-2008-06Macquarie Energy LLC

500 Dallas StreetHouston TX 77002


FD-2008-09Con Edison

4 Irving PlaceNew York NY 10003

LDC Agreement E 1 N N 26,273,898 (534,558) 531,802 (2,756) 8/1/2008 6/30/2019

FD-2008-10United Energy Trading, LLC

215 Union BoulevardLakewood CO 80228





2


TYPE

MOA

RNA

OPA

MWBE

BIDS




AUG '17)AMOUNT


CONTRACT

O\C

PROJ COMPLETE

DATE


FD-2009-07Conoco Phillips Company600 North Dairy Ashford

Houston TX 77079

NAESB Agreement for Natural Gas E 1 F N 32 41,705,075 3,052,205 476,891 3,529,096 5/1/2009 *

FD-2009-08

NextEra Energy Power Marketing, LLC

700 Universe BlvdJuno Beach FL 33408


FD-2010-02ENSTOR Energy Services, LLC

20329 State Highway 249Houston TX 77070

NAESB Agreement for Natural Gas E B F N 32 17,800,734 25,500 75,200 100,700 8/9/2010 *

FD-2011-06EDF Trading North America, LLC

4700 West Sam HoustonHouston TX 77041


FD-2011-10Tenaska Gas Storage, LLC

14302 FNB ParkwayOmaha NE 68154


FD-2011-11Statoil Natural Gas, LLC120 Long Ridge RoadStamford CT 06902


FD-2012-02

Repsol Energy North America Corporation

2455 Technology Forest RdThe Woodlands TX 77381

NAESB Agreement for Natural Gas E B F N 32 38,198,810 24,160 0 24,160 11/13/2012 *

FD-2013-06

Chesapeake Energy Marketing, LLC

P.O. Box 18496Oklahoma City OK 73154-0496


FD-2014-08Spark Energy Gas, LLC12140 Wickchester Lane

Houston TX 77079


FD-2014-12EQT Energy, LLC625 Liberty Ave

Pittsburgh PA 15222-3111

NAESB Agreement for Natural Gas E B F N 32 144,531 36,285 0 36,285 5/1/2014 *

FD-2014-16Pacific Summit Energy LLC

2010 Main StreetIrvine CA 92614


FD-2015-03Cabot Oil & Gas Corporation

840 Gessner RoadHouston TX 77024-4152


FD-2015-05DTE Energy Trading, Inc.

414 South Main StreetAnn Arbor MI 48104


FD-2015-07Definite Energy Group

575 Lexington AveNew York NY 10022

NAESB Agreement for Natural Gas E B N N 32 385,895 93,730 0 93,730 10/1/2015 *




3


TYPE

MOA

RNA

OPA

MWBE

BIDS




AUG '17)AMOUNT


CONTRACT

O\C

PROJ COMPLETE

DATE


FD-2015-10

Direct Energy Business Marketing, LLC

194 Wood Ave SouthIselin NJ 08830

NAESB Agreement for Natural Gas E B F 3 32 972,398 131,250 31,650 162,900 12/14/2015 *

FD-2016-01Saybolt LP

P.O. Box 844640Dallas TX 752844640

Oil Inspection Agreement P B N N 5,698 5,599 100 5,698 1/1/2017 O 12/31/2019

FD-2016-02Astoria Energy II LLC1710 Steinway Street

Astoria NY 11105AEII Demand Charges E 1 N N 8,445 3,233 622 3,855 5/1/2016 4/30/2019

FD-2016-05Transco

P.O. BOX 201371Houston TX 77216

Firm Gas Transportation Agreement E 1 F N 655,463 389,551 265,912 655,463 4/1/2017 O 3/31/2018

FD-2016-07National Grid - LI

100 East Old Country RoadHicksville NY 11801

LDC Agreement (Flynn) E 1 N N 500,518 176,187 324,331 500,518 4/1/2017 O 3/31/2018

FD-2017-01National Grid - NY1 Metrotech CentreBrooklyn NY 11201

LDC Agreement E 1 N N 752,552 241,844 510,708 752,552 6/1/2017 O 5/31/2018



LDC Agreement (Brentwood) E 1 N N 323,798 105,215 218,583 323,798 6/1/2017 O 5/31/2018

FD-2006-09Transco

P.O. BOX 201371Houston TX 77216

Firm Gas Transportation Agreement E 1 F N 16,642,323 384,809 0 384,809 8/4/2006 C 3/31/2017 3/31/2017



LDC Agreement (Flynn) E 1 N N 3,471,497 236,106 0 236,106 1/1/2015 C 3/31/2017 3/31/2017

FD-2014-14National Grid - NY1 Metrotech CentreBrooklyn NY 11201

LDC Agreement E 1 N N 5,386,764 926,994 0 926,994 5/30/2014 C 5/31/2017 5/31/2017



LDC Agreement (Brentwood) E 1 N N 1,200,619 72,463 0 72,463 5/30/2014 C 5/31/2017 5/31/2017

FS-1994-17Merrill Lynch Commodities, Inc.

20 East Greenway PlazaHouston TX 77046

NAESB Agreement for Natural Gas E B F N 32 276,520,337 496,431 0 496,431 7/1/1994 C 6/30/2017 6/30/2017

FUELS TOTALS 3,038,579,013 78,663,452 24,570,353 103,233,806

* Contract continues until terminated by NYPA or counterparty upon specified notice

CORPORATE FINANCE: WPO POWER AUTHORITY OF THE STATE OF NEW YORKCORPORATE FINANCE ACTIVITY

JANUARY THROUGH AUGUST 2017REQUIRED BY N.Y. PUBLIC AUTHORITIES LAW, SECTION 2879

Exhibit 2b-FSeptember 26, 2017

T M BY M R O W I TOTAL TOTAL AMOUNT CONTRACT DATE O PROJ DATE

CONTRACT P O N P B D CONTRACT EXPENDED EXPENDED BALANCE OF \ COMPLETE CONTRACTPROVIDER NAME DESCRIPTION E A A A E S AMOUNT TO DATE 2017 CONTRACT C DATE COMPLETE

Bank of New York (formely JPMorgan)101 Barclay StreetNew York, NY 10286

Trustee/Paying Agent Services on Bonds S C 9 N 515,231 515,231 13,157 - 2/24/1998 O *

Bank of New York (formerly JPMorgan)101 Barclay StreetNew York, NY 10286

Trustee- Commercial Paper S C 9 N 225,392 225,392 14,592 - 10/2/2006 O *

Barclays Capital (assigned from Lehman Bros.) **745 Seventh AvenueNew York, NY 10019

Re-marketing Agent CP-1 S C 9 N 1,865,477 1,865,477 82,729 - 7/14/1994 O *

Barclays Capital (assigned from Lehman Bros.)745 Seventh AvenueNew York, NY 10019

Re-marketing Agent CP-3 S C 9 N 10,775 10,775 - - 6/26/2008 O *

Citigroup390 Greenwich Street New York, NY 10013


Goldman, Sachs & Co. 85 Broad StreetNew York, NY 10004-2456

Re-marketing Agent CP-2 and 3 S C 9 N 1,096,813 1,096,813 27,069 - 12/4/1997 O *






Goldman, Sachs & Co. 85 Broad StreetNew York, NY 10004-2456

Re-marketing EMCP S C 9 N 940,670 940,670 4,758 - 3/4/2003 O *

JPMorgan Chase270 Park AvenueNew York, NY 10017-2070

Re-marketing Agent CP-2 S C 9 N 316,442 316,442 32,527 - 6/28/2001 O *




Escrow Agent POCR/CASP & LMEI Funds S C 9 N 558,845 558,845 3,000 - 5/30/1996 O *


Revolving Line of Credit 2015 S C 9 N 2 8,139,333 6,175,464 1,274,333 1,963,869 1/15/2015 O 1/19/2018






Morgan Stanley1221 Avenue of the AmericasNew York, NY 10020

Re-marketing Agent CP-1 S C 8 N 7 442,996 442,996 24,233 - 3/31/2009 O *

RBC Capital Markets **1211 Avenue of the AmericasNew York, NY 10036


CORPORATE FINANCE TOTALS 16,546,867 14,582,998 1,578,989 1,963,869

NOTES:* Contract continues until terminated by NYPA or Counterparty upon specified notice** Expense History only available from 1997

Exhibit 2b-G September 26, 2017

TRANSFER OF INTEREST IN PERSONAL PROPERTY TO CANAL

CORPORATION


2017 YTD Report of Transfer of Interest in Personal Property to Canal Corporation

Effective January 1, 2017, management and administration of the New York State Canal Corporation is an additional corporate purpose of the Authority. New York Public Authorities Law § 1005-b (2) authorizes the Authority to “transfer to the canal corporation any moneys, real, personal, or mixed property or any personnel in order to carry out the purposes of this section…” to the extent that the Authority’s Trustees deem it feasible and advisable. Under Public Authorities Law Title 5-A Disposition of Property by Public Authorities, the Trustees annually designate a contracting officer as part of their approval of the Guidelines for the Disposal of New York Power Authority Personal Property.

The Trustees’ authorized, on January 31, 2017, the Authority’s personal property Contracting Officer to transfer any interest in Authority personal property to the Canal Corporation, as the Contracting Officer deems prudent after balancing the respective needs of the Authority and the Canal Corporation, will facilitate the Canal Corporation’s obligations to operate, maintain, construct, reconstruct, improve and develop the canal system. The Contracting Officer will authorize the transfer of Authority personal property or any interest therein only at the request of Canal Corporation. The Contracting Officer will authorize the transfer to Canal Corporation any interest in Authority personal property, valued at up to $500,000 per transaction, in parity with the authorization level and signing authority set forth in the Guidelines for the Disposal of New York Power Authority Personal Property. Additionally, the Contracting Officer will report to the Trustees or committee thereof regarding such property transfers. To that end, the 2017 YTD Report Transfer of Interest in Personal Property to Canal Corporation less than $500,000 in value is attached. FLEET – July and August 2017 Activity Summary

In response to a Canal Corporation request for certain Fleet assets, and subsequent to the demonstrating a need for these assets, the Contracting officer approved the transfer of two Fleet vehicles, valued at $29,000, as described in the attached report in furtherance of Canal Corporation’s operation, maintenance, construction, reconstruction, improvement and development of the canal system. FLEET – YTD August 2017 Activity Summary In summary, the January through August 2017 Fleet Total “Value of Interest in Property Transferred to Canal Corporation”, for Fleet transactions less than $500,000 authorized by the Contracting Officer was $257,900. OTHER PERSONAL PROPERTY– July and August 2017 Activity Summary

During the reporting period, there were no other personal property transfers to Canal Corporation.

OTHER PERSONAL PROPERTY– YTD August 2017 Activity Summary The January through August 2017 Total “Value Transferred to Canal Corporation” for personal property transactions less than or equal to $500,000 authorized by the Contracting Officer was $0. Grand Total as of 8/31/17 As summarized on the attached Report, the January through August 2017 Grand Total “Value of Interest in Personal Property Transferred to Canal Corporation” for all Personal Property less than or equal to $500,000 authorized by the Contracting Officer was $257,900.


2017 YTD AUGUST REPORT OF TRANSFER OF INTEREST IN PERSONAL PROPERTY TO CANAL CORPORATION LESS THAN OR EQUAL TO $500,000

FLEET OPERATIONS

Transfer Value TRANSFER Recorded by DESCRIPTION VIN UNIT # DATE the Authority 2008 INT'L 5600i DMP TRUCK 1HTXGSBT08J688037 T620 3/24/17 $ 60,000 2012 FORD ESCAPE 1FMCU9DG9CKA15338 12S23 5/09/17 $ 7,425 2016 TRAILKING TK40LP 1TKC03322GR051624 16R98 5/09/17 $ 13,000 2010 CHEVY IMPALA 2G1WA5EK9A1236031 10A34 5/19/17 $ 4,825 2011 FORD FUSION 3FAHP0HG7BR322496 11A204 5/19/17 $ 5,275 2012 FORD FUSION 3FADP0L33CR340806 12H48 5/19/17 $ 7,550 2011 FORD FUSION 3FAHP0HG0BR322503 11A25 5/31/17 $ 5,275 2011 FORD FUSION 3FAHP0HG7BR322501 11A7 5/31/17 $ 5,275 2011 FORD FUSION 3FAHP0HG9BR322502 11A8 5/31/17 $ 5,275 2008 CHEVY IMPALA 2G1WB58K881319808 08A20 5/31/17 $ 5,000 2008 CHEVY IMPALA 2G1WB58K481319496 08A243 5/31/17 $ 5,000 2008 CHEVY IMPALA 2G1WB58K881318383 08A263 5/31/17 $ 5,000 2010 LTL GIANT 6430 CRANE 641002 10N9 6/27/17 $ 100,000 2010 CHEVY IMPALA 2G1WA5EKXA1235616 10A23 7/26/17 $ 5,000 2003 FORD F550 1FDAF57P03ED85291 MT33 8/25/17 $ 24,000 SUBTOTAL: $ 257,900

6/30/17 1

2


2017 YTD AUGUST REPORT OF TRANSFER OF INTEREST IN PERSONAL PROPERTY TO CANAL CORPORATION LESS THAN OR EQUAL TO $500,000

OTHER PERSONAL PROPERTY

DESCRIPTION

Transfer Value Recorded by the

Authority

$ 0

SUBTOTAL: $ 0 + SUBTOTAL Page 1: $ 257,900 GRAND TOTAL: $ 257,900

Exhibit 2c-A September 26, 2017

Interim Report

ACQUISITION AND DISPOSAL OF REAL PROPERTY January 1– September 13, 2017

Section 2896 of the Public Authorities Law (PAL) requires a report setting out all real property transactions of the Authority over a given reporting period. Such report shall consist of a list and full description of all real property disposed of during such period. The report shall contain the price received by the Authority and the name of the purchaser. There is no monetary threshold, so all disposals regardless of value need to be reported. In addition, acquisitions and leasing transactions are also included in this report. All acquisitions and dispositions reported herein were approved by the Authority’s Trustees and/or are consistent with current Trustee-approved Expenditure Authorization Procedures. The reporting period is January 1 – September 13, 2017. I. ACQUISITIONS

1.) Acquisitions by Deed or Easement:

Greg and Karen Liesten – Acquisition of a permanent easement for an access road in the Town of Palmyra, County of Wayne (Map No. WP-1451, Parcel No. 1451) from Greg and Karen Liesten. The consideration for this transaction was $550.00. The easement was recorded on January 10, 2017. Emergency Energy Control Center- New Hartford – During this reporting period, NYPA Real Estate acquired 3.01 acres from New Hartford Office Park, L.L.C. in support of the new Emergency Energy Control Center in the Town of New Hartford, County of Oneida. The consideration for this transaction was $90,300.00. The warranty deed was executed on February 15, 2017. This was approved by Authority’s Board of Trustee’s at their September 2016 meeting. Thomas Maine – Acquisition of a permanent easement for an access road in the Town of Sullivan, County of Madison (Map No. MS-1450, Parcel No. 1450) from Thomas Maine. There was no consideration for this transaction. The permanent easement was recorded on May 25, 2017.

2.) Danger Tree Permits: During this reporting period, the Authority acquired 56 danger tree permits. These rights allow the Authority to eliminate dangerous vegetation which is critical to the safe operation of the New York State transmission grid. The transmission facilities covered by these danger tree permits include the Niagara-Adirondack, Fitz-Edic, Moses-Willis, and Gilboa-New Scotland.

II. DISPOSITIONS

1.) Dispositions by Deed or Easement: Transfer of Real Property to New York State Office of Parks, Recreation and Historic Preservation - Transferred .43 acres of surplus lands (Map No. 331-C, Parcel No. 3725A) to New York State Office of Parks, Recreation and Historic Preservation in the City of Niagara Falls, Niagara County. This transfer satisfies a Niagara Power Project relicensing commitment and was authorized by the Authority’s Board of Trustees at their July 30, 2015 meeting. The transfer of jurisdiction was executed by the New York State Office of General Services on January 31, 2017. Conveyance of Real Property to New York State Office of Parks, Recreation and Historic Preservation – Conveyed 1.15 acres of surplus lands (Map No. 331-C, Parcel No. 3725B) to New York State Office of Parks, Recreation and Historic Preservation in the City of Niagara Falls, Niagara County. This conveyance satisfies a Niagara Power Project relicensing commitment and was authorized by the Authority’s Board of Trustees at their July 30, 2015 meeting. The quit claim deed was filed on June 8, 2017. There was no consideration for this transaction. Transfer of Real Property to New York State Department of Environmental Conservation – Transferred 56.83 acres (Map No(s). 1121C, 1123C, 1124C, 1135C, 1139C, Parcel No(s). 8680, 8681, 8678, 8679, 8683) to NYS DEC for wildlife management purposes located in the Towns of Lisbon and Waddington, County of St. Lawrence. The transfer of jurisdiction was executed by the New York State Office of General Services on July 12, 2017.

2.) Land Use Permits: During this reporting period, the real estate group issued 17 land use permits for use of the Authority’s real property, both fee-owned and held by easement:

LAND USE PERMITS

Permit No. Town/ Issue Date Permittee Purpose

CEC-15-159P-A1

Marcy 3-3-2017

National Grid Installation, operation, and maintenance of a replacement microwave antenna on a 765kV tower at the Marcy Substation.

CEC-17-434P

Herkimer 2-9-2017

Adirondack Foothills Rotary

Host an ice fishing tournament and related events during the period February 18, 2017- February 25, 2017.

MA-17-444P

Massena 3-30-2017

Massena Electric Department

Construct, install, and maintain a 13.8kV single phase overhead distribution line at the Authority’s Barnhart-Adirondack 230kV

Corridor.

MSU-16-348P

Grieg 5-25-2017

High Voltage Hills MX LLC

Operate and maintain a Motocross Track for recreational use and to hold semi-sanctioned racing events.

NATL-16-419P

Whitesboro 1-26-2017

Michael Mimassi

Maintain two existing dug wells supported with concrete tiles, together with 240V underground electric and black PVC water pipes.

NPP-16-422P

Niagara Falls 1-12-2017

Roswell Park Alliance Foundation

Access to Authority’s Niagara Scenic Parkway Intake Park to host the “Ride for Roswell” charity bike race and related events on June 24, 2017.

NATL-17-2P

Chili 7-25-2017

Rochester Gas & Electric Construct, install, operate and maintain a 24” diameter natural gas pipeline.

NATL-17-447P

Boonville 2-24-2017

National Grid Deliver electric services on land under the jurisdiction of Authority.

NATL-17-448P

Henrietta, Chili 2-23-2017

Rochester Gas & Electric Corporation

Access to certain areas of the Authority’s right-of-way for purposes of ingress and egress to perform soil boring investigations on property adjacent to the right-of-way in support of its Rochester Area Reliability Project.

NPP-17-465P

Lewiston 3-22-2017

Niagara Orleans Central Labor Council

Construct, install, operate, maintain and repair Permittee’s Worker’s Memorial Monument.

NPP-17-1P Niagara Falls 5-31-2017

New York State Office of Parks, Recreation and Historic Preservation

Perform survey work and other related tests and samples for their proposed Robert Moses Parkway North project.

NPP-17-2P Lewiston 5-31-2017


Install exercise equipment at Reservoir State Park.

NPP-17-2P-A1

Lewiston 7-20-2017


Install additional exercise equipment at Reservoir State Park.

NPP-17-4P Niagara Falls 7-21-2017

United States Department of Agriculture

Set and monitor traps for the European cherry fruit fly at various locations of the Niagara Power Project.

SLPP-17-2P

Waddington 6-23-2017 Majestic Fireworks LLC

Access to Ogden Island to set up and launch fireworks in the area on July 22, 2017 and August 5, 2017.

SLPP-17-3P

Waddington 7-20-2017 Village of Waddington

Access to Whittaker Park for the Party in the Park and 2017 BassMaster Elite Series Fishing Tournament

SLPP-17-4P

Waddington 8-17-2017

St. Lawrence County Chamber of Commerce

Host the 15th Annual Jr. Carp Fishing Tournament on August 17- August 19, 2017.

III. MISCELLANEOUS TRANSACTIONS Sprint Spectrum L.P., a Delaware limited partnership - During this reporting period Authority amended a Transmission Structure Antenna Right of Occupancy Agreement which granted Sprint Spectrum, L.P. use of space on Authority transmission towers for communication services. This first amendment extended the term of the original agreement for an additional five (5) years, terminating on September 30, 2021. This was executed on January 30, 2017, and was approved by the Board of Trustees on July 26, 2016. State University of New York - During this reporting period Authority entered into a Permit with the State University of New York College of Agriculture and Technology at Cobleskill for the use of University Facilities for the Annual Emergency Action Plan presentation. The fee for this Permit was $262.50 and was for May 16, 2017. Astoria Gas Turbine Power LLC – During this reporting period NYPA Real Estate entered into a License Agreement with Astoria Gas Turbine Power LLC to allow Authority access to their property to perform soil borings. This agreement was executed on May 1, 2017. IV. LEASING

1) Landlord Leases: Beacon Associates LLC and Danziger & Markoff LLP – During this reporting period, tenants Danziger & Markoff LLP and Beacon Associates LLC terminated a lease for office space on the 9th floor of Authority’s 123 Main Street Building in White Plains, New York. The lease ended on August 27, 2017. The tenants have vacated the building. Berman, Frucco, Gouz, Mitchel & Schub P.C. – Tenant Berman, Frucco, Gouz, Mitchel & Schub P.C. advised of its intention to terminate its lease of office space on the 17th floor of Authority’s 123 Main Street Building in White Plains, New York. The lease will terminate on February 28, 2018.

Canter Law Firm P.C. – During this reporting period, Canter Law Firm P.C. terminated its lease of office space on the 9th floor of Authority’s 123 Main Street Building in White Plains, New York. The lease will terminate on September 30, 2017. Dahan & Nowick LLP – During this reporting period, Dahan & Nowick LLP elected to exercise a five year option for the extension of an existing lease for 2,675 square feet of office space on the 9th floor of Authority’s 123 Main Street Building in White Plains, New York. The extension term will commence on July 1, 2018 and terminate on May 31, 2023 with a six-month right to terminate. The extension agreement was executed on September 7, 2017.

2) Tenant Leases: Seneca One Tower, ATC Managed Sites LLC – During this reporting period the Real Estate Department entered into a lease amendment with ATC Managed Sites, LLC for the installment, operation and maintenance of additional communications equipment at the Seneca One Tower in the City of Buffalo, County of Erie. The parties agreed to an increase of $900.00 per month bringing the rent to $2729.25 per month; in addition to one five-year renewal term. This amendment was executed on June 8, 2017 and approved by the Board of Trustees on March 21, 2017. Town of Tonawanda Water Gauge Lease – On June 19, 2017, the Real Estate Department entered into a lease with the Town of Tonawanda for the lease of a portion of the Town’s property to serve as the site for a new water gauging station in the County of Erie. The term of this lease is from September 1, 2017 through September 1, 2022, with two successive 5-year options, at a monthly fee of $400.00. The Board of Trustees approved this transaction on March 21, 2017. City of North Tonawanda Water Gauge Lease – The Real Estate Department entered into a lease with the City of North Tonawanda on August 18, 2017 for the lease of a portion of the City’s property to serve as the site for a water gauging station in the County of Niagara. This lease supersedes a previous Right of Entry agreement with the City of North Tonawanda. The term of this lease is for five years, with two successive 5-year options, at a monthly fee of $400.00. The Board of Trustees approved this lease on July 25, 2017.

V. ST. LAWRENCE RELICENSING

1.) St. Lawrence Lands Program: On October 31, 2001, the Authority filed an application for a new license, pursuant to Sections 4(e) and 15 of the Federal Power Act for the continued operation and maintenance of the 912 megawatt (MW) St. Lawrence/FDR Power Project. On February 6, 2003, the Authority filed a "Comprehensive Accord" (Settlement Agreement). On October 23, 2003, the Federal Energy Regulation Commission (hereinafter "FERC") issued an "Order Approving Settlement Agreements, Dismissing Complaint and Issuing New License" in which FERC inter alia approved the Settlement Agreement.

As part of the Settlement Agreement, the Authority agreed to several changes to the Project boundary. These proposed changes removed approximately 1,340 acres from the Project. Approximately 599 acres of the removed lands are intended to be conveyed either to adjoining landowners or to the affected local municipality, if interested. For all conveyed lands, the Authority retains flowage and access easements, to provide necessary rights to traverse conveyed lands for Project-related activities.

DEEDS FILED

NYPA Surplus

Map No.

NYPA Surplus Parcel

No.

Current Owner Name Acreage Appraisal Value Filing Date Town

1179C 8538 M. Shawna Cecot and Catherine M. Cecot .14 $1,700.00 1-26-2017 Louisville

1153C 8264 Austin D. Hicks and Whitney L. Hicks

.05 $50.00 1-26-2017 Waddington

1167C 8188 James J. and Alane L. Farrell .15 $2,550.00 2-17-2017 Waddington 1176C 8483 Daniel J. Miller .16 $2,400.00 2-17-2017 Louisville 1149C 8333 Mary Mayette .78 $15,600.00 2-17-2017 Waddington 1132C 8581 Richard and Nancy Scott .04 $600.00 2-17-2017 Louisville 1174C 8456 Kevin Bessy .19 $2,850.00 4-7-2017 Louisville

1178C 8514

Gill A. Viskovich, Ann J. Viskovich, Michael J. Viskovich, and Victoria G. Viskovich

.12 $1,800.00 5-11-2017 Louisville

1155C 8281 Michael J. Whalen and Candace L. Riggs .02 $25.00 6-29-2017 Waddington

1148C 8373 Nancy Chamberlain .07 $1,050.00 6-29-2017 Waddington 1176C 8484 Anthony and Mary Jo O’Geen .11 $1,650.00 7-14-2017 Louisville

1179C 8527 Lorraine Salamon and Thomas J. Tebo .12 $1,800.00 9-7-2017 Louisville

During this period 12 deeds were finalized and recorded in the County Clerk’s office. To date, 533 of the 599 acres have been conveyed. Of the approximately 520 private parcels to be conveyed, approximately 482 transactions have been completed. The remaining properties have been offered to the landowners or municipalities as agreed. In the majority of these cases the landowners or municipalities have indicated that they do not wish to acquire the properties in question.

Company Policy Title:

Motor Vehicle and Equipment Policy

Company Policy Number: CP 2-8

Page:

1 of 10

Printed copies are not controlled. For the latest revision of this document, refer to the Policy and Procedure PowerNet Site.

Records will be retained in accordance with NYPA’s approved records retention schedules and/or in compliance with all applicable legal requirements pertaining to NYPA.


Note: Revision # should be listed in descending order starting with most recent version at the top.

Revision Date(For BCG Use

Only)

Revision # Description/Modification

Revision Section

(s) Author

10 Updated to new company policy

format Definitions added Assigned vehicle use & reporting requirements Pool & Department assigned vehicle Responsibilities

N/A

3

5.4

5.5

5.6

Brian Everetts Fleet System

Analyst




Page:

2 of 10



1 PURPOSE AND SCOPE

This Policy addresses the management of company motor vehicles, mobile specialized work equipment, and trailers, including fleet management, acquisition and disposal, assignments, maintenance, usage, and reporting.

2 APPLICABILITY

The staff of all Authority Business Units and Departments shall adhere to this Policy. Implementing procedures shall be prepared as necessary to provide appropriate guidance in meeting the management controls described. Recommendations for changes to this Policy or a new company policy shall be processed in accordance with CP1-1 “Company Policy Program Administration”.

3 INITIALISMS (ACRONYMS) AND DEFINITIONS

AFV – Alternate Fuel Vehicles Assigned Vehicle – Specifically assigned to any one individual Commercial motor vehicle – any self-propelled or towed motor vehicle used on a highway in interstate commerce to transport passengers or property when the vehicle

1. Has a gross vehicle weight rating or gross combination weight rating, or gross vehicle weight or gross combination weight, of 4,536 kg (10,001 pounds) or more, whichever is greater; or

2. GCWR – Gross Combination Weight Rating is the greater of: i. A value specified by the manufacturer of the power unit, if such value is

displayed on the Federal Motor Vehicle Safety Standard (FMVSS) certification label required by the National Highway Traffic Safety Administration, or

ii. The sum of the gross vehicle weight ratings (GVWRs) or the gross vehicle weights (GVWs) of the power unit and the towed unit(s), or any combination thereof that produces the highest value. Exception: The GCWR of the power unit will not be used to define a commercial motor vehicle when the power unit is not towing another vehicle

DFO – Director of Fleet Operations Department Vehicle – Specifically assigned to any one department for general usage by those in the department




Page:

3 of 10



EMP – Employee Management Program FMVSS – Federal Motor Vehicle Safety Standard GVW – Gross Vehicle Weight GVWR – Gross Vehicle Weight Rating is the value specified by the manufacturer as the loaded weight of a single motor vehicle HR – Human Resources Department HRFM – Human Resources Facility Manager LENS – License Event Notification Service Mobile Specialized Equipment – Equipment such as earthmovers, tractors, diggers, aerial devices, forklifts, etc. intended for use other than on public roads Motor Vehicle – A vehicle which is self-propelled and capable of transporting a person or persons or any material or any permanently or temporarily affixed apparatus Pool Vehicle – Group of vehicles centrally controlled and dispatched for use when needed OGS – Office of General Services Trailer – Any unpowered vehicle towed by another

4 RESPONSIBILITY

4.1 The Director of Fleet Operations (DFO) will have overall responsibility for overseeing this Policy and assuring that all sites are in compliance with it.

4.2 The General Maintenance Superintendents will be responsible for compliance with the vehicle policy at their respective sites.

4.3 The DFO will oversee the surplus and disposal process for all fleet assets covered by this policy utilizing the existing procurement guidelines.




Page:

4 of 10



5 POLICY IMPLEMENTATION

5.1 Acquisition

5.1.1 Fleet Management will purchase, lease or rent all of NYPA’s passenger vehicles and mobile specialized work equipment. All fleet vehicle and equipment purchases covered by this Policy will be funded in the Fleet Management budget. Maintenance and supplies for these vehicles will be funded for each site in the Fleet Maintenance budget.

5.1.2 Throughout the year, the DFO and/or his or her designee will request to meet with the site management to develop recommendations for replacement or reassignment of vehicles and equipment.

5.1.3 By August 1st of each year, vehicle acquisition requests will be submitted to the DFO by each site manager or business unit head for review and consideration for possible inclusion in the following year’s budget. Off cycle request will be handled on an as needed basis.

5.1.4 The standard for passenger vehicle replacement analysis will be 75,000 miles or 5 years of service, whichever comes first. The replacement analysis will be based on but not limited to the present condition, service and repair history and anticipated vehicle utilization. For other replacement cycles, Refer to: PowerNet -> Fleet Operations -> Policies and Procedures -> Vehicle and Equipment Replacement Schedule.

5.1.5 The DFO will standardize the type of vehicle purchased based upon Office of General Services (OGS), group volume discounts and current Procurement Guidelines.

5.1.6 Use of Authority Fuel Sites is strictly limited to Authority vehicles and equipment.

5.1.7 The use of Alternate Fuel Vehicles (AFV) is both a New York State and NYPA mandate. Effective 2006, all purchases of vehicles weighing less than 8,500 pounds must be AFVs. Alternative fuels will be used in AFVs to the extent practical. Where applicable, electric vehicles may be deployed at all locations for low mileage trips and those functions which fall within the range of the electric vehicle.

5.2 Maintenance

5.2.1 The DFO will oversee the maintenance of all assigned fleet vehicles and mobile specialized work equipment. All fleet assets will be maintained according to manufacturer maintenance recommendations.

5.2.2 The Fleet Supervisor will be responsible for the continued maintenance and upkeep of all site vehicles.

5.2.3 Vehicle maintenance at the sites will be tracked in the Fleet Management Information System, which will be overseen by the DFO.

5.2.4 Use of Wright Express Fuel Cards is strictly limited to Authority vehicles and equipment.




Page:

5 of 10



5.3 Fuel

5.3.1 Preference should be given to using internal Authority Fuel Sites for fueling all Authority vehicles and equipment. Employee ID numbers and vehicle odometer readings must be input into the fuel dispensing system. Failure to accurately input either Employee ID numbers or vehicle odometer readings will prevent the system from dispensing fuel.

5.3.2 In the event that vehicles and equipment need to be refueled in the field, Wright Express Fuel cards must be utilized. Employee ID numbers and vehicle odometer readings must be input into the fuel dispensing system. Failure to accurately input either Employee ID numbers or vehicle odometer readings will prevent the system from dispensing fuel. Fuel Card purchases are to be limited to regular blend fuel only, no premium blend fuel. Fuel cards are to be used only for the vehicle it is assigned to. Fuel Cards purchases are limited to fuel purchases only.

5.3.3 In the event that Wright Express Fuel Cards are not honored at the fuel site, an employee may elect to pay for the fuel in cash or personal credit card. Only computer printed receipts will be honored for reimbursement. Reimbursement for hand written receipts will be considered an exception to this Policy and must be specifically approved by the department head of the individual seeking reimbursement.

5.4 Assigned Vehicles Use and Reporting Requirements

5.4.1 Employees shall not be assigned a vehicle for their sole, use except where expressly authorized by the President/CEO and SVP Enterprise Shared Services. This authorization shall be provided by the Chairman for such vehicle assignment to the President/CEO. Certain designated NYPA job positions have been identified as eligible for the assignment of a vehicle for their sole use by the NYPA’s Emergency Management Program. These designated positions with command responsibilities are essential to ensuring public safety, need to respond to events impacting NYPA and/or the reliability of the electric grid of New York State, or are in roles that require immediate on-site response that is critical to maintaining safe operations for NYPA staff and the public.

These positions are:

• Chief Executive Officer (President and CEO) • Chief Engineering Officer ( Executive Vice President and Chief Operating Officer) • Chief Marketing Officer (Executive Vice President and Chief Commercial Officer) • Senior Vice President Power Supply • Regional Manager, Transmission • Senior Vice President Public and Regulatory Affairs • Vice President Community & Government Affairs • Regional Manager, Western NY • Regional Manager, Central NY




Page:

6 of 10



• Regional Manager, Northern NY • Regional Manager, Southeast NY (NYC/LI) • Director, Emergency Management.

These vehicle assignments will be reviewed and approved annually by the President/CEO and SVP Enterprise Shared Services or otherwise as needed in response to revisions to the Emergency Management Program or applicable personnel changes.

5.4.2 If an employee is assigned a vehicle for exclusive, unrestricted use, NYPA shall include in that employee’s wages the amount required by the IRS (refer to IRS Publication 15-B on Employer’s Tax Guide to Fringe Benefits).

5.4.3 All personal use of NYPA vehicles must be reported on the vehicle use log unless the personal use is incidental to official business. For any personal use that is not incidental the user of the NYPA vehicle must reimburse the authority the value of such use or the value must be treated as imputed personal income for tax purpose.

5.5 Pool & Department Vehicle use and Reporting Requirements

5.5.1 NYPA owned, leased, or rented vehicles/equipment may be used only for official NYPA business, and their use for any personal business is strictly forbidden except under very limited circumstances where (i) assigned vehicle by the Senior Vice President of Enterprise Shared Services and the President/CEO or (ii) the personal use is incidental to official business. Even in cases where personal use is authorized or is incidental to official business, each person operating a state vehicle is expected to exercise good judgment to avoid the appearance of impropriety.

5.5.2 Only NYPA employees are authorized to operate NYPA vehicles and/or equipment. Contractors are not allowed to operate NYPA vehicles and/or equipment unless being operated by a vendor for vehicle maintenance purposes. Notwithstanding the foregoing prohibition on contractor usage of vehicles and/or equipment, the Regional Manager, VP of Transmission, or authorized designee may authorize a contractor to use NYPA equipment, such as man-lifts, scissor-lifts, forklifts, welders, compressors, special tools, etc., but only upon receipt of written documentation from the contractor that confirms the following:

a) that the contractor has inspected the equipment and acknowledges that it is in good working order;

b) that the person using the equipment is properly trained, experienced and shows proof of required license and/or certification necessary to lawfully and correctly operate the equipment;

c) the contractor agrees to defend and indemnify NYPA for any injuries resulting from its usage or damage to the equipment; and

d) The contractor is responsible to provide fuel for usage of the equipment.




Page:

7 of 10



5.5.3 NYPA vehicles should not be used to transport passengers unless they are: (i) State employees engaged in official business, (ii) non-NYPA employees engaged in official business with NYPA employees, or (iii) persons in the control or custody of the agency. Picking up or dropping off friends or family members at their place of employment or school in a NYPA vehicle, regardless of their status as employees, is strictly prohibited.

5.5.4 All vehicles are required to have their daily utilization recorded on a Daily Mileage Log except those assigned to a work activity that will not require the vehicle to leave the NYPA site (property) to which it is assigned. Vehicle use logs shall be collected, reviewed, and approved as to completeness and accuracy by designated supervisor on a regular basis. The frequency of such review and approval (e.g., weekly, monthly), shall be reasonable in light of the overall vehicle use by the authority.

5.5.5 Vehicle and equipment assignment and re-assignment will be the responsibility of the DFO.

5.6 Responsibilities

5.6.1 The driver is responsible for having both a valid and appropriate class driver’s license in his/her possession when operating any vehicle while on NYPA business.

5.6.2 NYPA’s Human Resources (HR) department is responsible for monitoring employee driver’s license status via the License Event Notification Service (LENS) program administered by the Department of Motor Vehicles in order to receive reports of driver license revocations, suspensions and restrictions. No person shall be allowed to operate a State vehicle if there has been a change in licensure that restricts driving privileges unless the operation of the state vehicle complies with such restrictions. HR will keep records of all drivers for five (5) years.

5.6.3 Supervisors must ascertain that employees under their supervision who operate company motor vehicles for official purposes are properly licensed for the class of vehicle they operate.

a) Supervisors who knowingly or willfully require any employee to operate a company motor vehicle of any description for which the employee does not have the proper license or proper endorsement(s) will be subject to disciplinary action.

5.6.4 Employees shall abide by all applicable federal, state, and local laws or regulations and NYPA policies including but not limited to: ( CP 1-6 Restrictions on the Use of Hand-Held Mobile Telephones While Operating a Motor Vehicle, CP 2-13 Use of GPS/ Telematic Technologies on Fleet vehicles and Equipment, CP 2-14 Use of Fleet Motor Pool Vehicles, EP 4.5 Fitness for Duty) while operating any vehicle on NYPA business or property.

5.6.5 All traffic and parking laws are to be obeyed. Posted speed limits are not to be exceeded, nor is the vehicle to be operated above safe driving speeds for road conditions. All motor vehicle violations received while operating a NYPA vehicle are the responsibility of the driver involved. Violations include, but are not limited to, parking tickets, moving violations, EZ-Pass speeding fines, and any late fees or penalties.




Page:

8 of 10



5.6.6 The use of hand held cell phones and other portable electronic device while operating a NYPA vehicle is prohibited. Refer to CP 1-6 Restrictions on the Use of Hand-Held Mobile Telephones While Operating a Motor Vehicle.

5.6.7 Drivers and passengers involved in NYPA vehicle/equipment accidents must report such events immediately to their supervisor. If in the event the employee cannot make contact with their supervisor, security at the nearest site should be contacted.

5.6.8 All NYPA employees are responsible for abiding by this policy.

5.6.9 All levels of supervisory employees are responsible for ensuring compliance with this policy and taking corrective action as necessary.

5.6.10 Any NYPA employee who operates a company vehicle or piece of equipment shall take care of the condition of the vehicle or piece of equipment while in their custody. Employees are expected to exercise good judgment in the protection of the company’s assets. Employees are responsible for identifying any potential damage or defects prior to use, and for quickly reporting any damage or defects after such use. Accumulation of trash shall be removed from the vehicle each day.

5.6.11 Unless expressly authorized by the Authority, no banners, advertising, placards, decals, or stickers may be placed on a NYPA vehicle.

5.6.12 Any NYPA employee who operates a NYPA vehicle is required to attend the National Safety Council’s defensive driving course once every three (3) years. Defensive driving education course completion is tracked by NYPA’s Training department with MOSAIC. Reasonable extensions to complete the defensive driver’s education course can be made with direct supervisors’ approval.

5.6.13 Smoking in NYPA vehicles is prohibited.

5.6.14 Due to the public nature of the work being performed when operating a state vehicle, persons using a state vehicle have a limited expectation of privacy in connection with such use. State agencies and authorities expressly reserve the right to monitor and record the use of any equipment they issued or assigned for a legitimate work-related purpose, and state vehicles are no exception. Accordingly, the use of a state vehicle may be monitored and recorded at any time by visual, documentary, or electronic means.

5.7 Additional Responsibilities for Commercial Vehicle Drivers Employees who drive commercial vehicles for work-related purposes must:

5.7.1 Give their site Human Resources Facility Manager (HRFM) information on all driving jobs held for the past 10 years when they apply for a position that requires operation of a commercial vehicle.

5.7.2 Complete an official driver’s vehicle inspection report before operating any of NYPA’s commercial vehicles.




Page:

9 of 10



5.7.3 Notify their site HRFM in writing within 30 days after a conviction for violating any motor vehicle traffic control law (other than a parking violation) regardless of the type (or owner) of vehicle driven when the offense occurred.

5.7.4 Notify their site HRFM when their licenses have been suspended, revoked, or canceled, or if they have been disqualified from driving for any reason. This notification must be made before the end of the business day following the day the employee received notice of the suspension, revocation, cancellation, lost privilege, or disqualification regardless of whether the employee is required to report to work on that day.

5.8 Accident Reporting 5.8.1 If an employee is involved in an accident/collision with a NYPA vehicle, he or she shall

do the following:

a) Call 911 to report the incident if it involves a third party or personal injury. b) Call your supervisor. c) Obtain copy of police report if applicable. d) If the vehicle needs to be towed and is based out of the White Plains, Albany, or

other SENY sites, calls NetworkFleet at 1-866-227-7323 – select option 2. e) Complete a NYS DMV – MV104 form within 10 days of accident if there is a fatality,

personal injury, or damage over $1,000.00 to the property of any one person. Employee is required to complete and send form to Crash Records Center within 10 days of the accident. Failure to do so may result in suspension of the employee’s driver license.

f) Employee must also complete a NYPA Vehicle Incident Form and send it to Fleet Operations.

g) Fleet Operations will forward information to Insurance Management department.

6 VIOLATIONS Failure to comply with any provision of this Policy may result in disciplinary action up to and including termination of employment.

7 REFERENCES

7.1 CP 1-1 Company Policy Program Administration

7.2 CP 2-1 Travel

7.3 EP 4.5 Fitness for Duty

7.4 CP 1-6 Restrictions on the Use of Hand-Held Mobile Telephones While Operating a Motor Vehicle

7.5 CP 2-13 Use of GPS/ Telematic Technologies on Fleet vehicles and Equipment 7.6 CP 2-14 Use of Fleet Motor Pool Vehicles 7.7 IRS Publication 15-B




Page:

10 of 10



8 POLICY REVIEW AND EXPIRATION

This document will be reviewed and updated as business needs require. However, a mandatory review will be required on the anniversary date of the approved document. Revision cycle: Every Year

9 ATTACHMENTS

None

Memorandum

Date: December 12, 2017

To: THE GOVERNANCE COMMITTEE

From: THE VICE PRESIDENT - PROCUREMENT

Subject: Procurement and Related Reports (January – September 2017)

SUMMARY

This memorandum is to advise the Governance Committee of certain 2017 activities ofthe Procurement Division. Where applicable, Canal Corporation activity is included. Thisreporting includes: procurement contract activity, disposal of personal property (including Fleet-related transactions), Supplier Diversity Program activities and plant inventory statistics; as wellas fossil fuels activities conducted by the Fuel Planning and Operations Group; corporatefinance activities conducted by the Treasury Group; and transfers of interest in personalproperty to Canal Corporation.

BACKGROUND

Pursuant to Subsection C.5 of the Authority’s Governance Committee Charter relating toReports, the Vice President – Procurement is required to report to the Committee at all regularlyscheduled meetings and the Committee has the authority to require Procurement and other staffto prepare additional reports and to produce documents for Committee review.

The reported activities are governed by various State laws and regulations and are setforth in the attached Reports.

DISCUSSION

As more fully described in the individual reports attached hereto as Exhibits 4a ii-1 –4a ii-7, the Procurement Contract Report summarizes activity for procurements of $5,000 orgreater that were active in 2017, as identified by the Authority’s SAP Enterprise ResourcePlanning (“ERP”) system. The Disposal of Personal Property Report lists all personal propertydisposal transactions over $5,000 conducted during 2017. The Supplier Diversity ProgramActivity Report summarizes dollars awarded to New York State-certified Minority and Women-owned Business Enterprises (“MWBEs”) as well as to Service-Disabled Veteran-OwnedBusinesses (“SDVOBs”) based on reportable expenditures. The Plant Inventory Analysis listscurrent stock value and compares it to that of the previous year, with a brief explanation for anysignificant increase or decrease, where applicable. The Fossil Fuels and Corporate FinanceReports list the fuel- and finance-related transactions conducted by the Fuel Planning andOperations and Treasury work groups, respectively. The Transfer of Interest in PersonalProperty to Canal Corporation report identifies personal property transferred from the Authorityto Canal Corporation deemed prudent by the Contracting Officer to facilitate the CanalCorporation’s obligations to operate, maintain, construct, reconstruct, improve and develop thecanal system.

2

FISCAL INFORMATION

There will be no financial impact on the Authority.

RECOMMENDATION

The Governance Committee is requested to review and approve the Procurement, FossilFuels and Corporate Finance Reports (attached hereto as Exhibits 4a ii-1 through 4a ii-7).

John L. CanaleVice President - Procurement

3

LIST OF EXHIBITS

4a ii-1 Procurement Contracts Summary (includes Canal Corp)

4a ii-2 Disposal of Personal Property (includes Canal Corp)

4a ii-3 Supplier Diversity Program (SDP) (includes Canal Corp)

4a ii-4 Inventory Statistics (includes Canal Corp)

4a ii-5 Fossil Fuels Activity (NYPA transactions)

4a ii-6 Corporate Finance Activity (NYPA transactions)

4a ii-7 Transfer in Interest in Personal Property to Canal Corporation (includes Canal Corp)

Exhibit 4a ii-1December 12, 2017

PROCUREMENT CONTRACTS SUMMARYJanuary - September 2017

In accordance with the Procurement Guidelines, “procurement contracts” are contracts for theacquisition of goods and/or services in the actual or estimated amount of $5,000 or more. Suchgoods and/or services are those necessary to support the Authority’s White Plains office,facilities (including Canal Corporation), operations and maintenance (“O&M”) and capitalprojects, including but not limited to, goods and commodities, major electrical equipment,construction, maintenance work and other services.

The following is a summary of all procurement contracts including multi-year contracts awardedthrough September 30, 2017. These contracts have been active during 2017 and are $5,000 orgreater in value. There are 2,312 such contracts with a total estimated value of more than $5.3billion not including fossil fuel or corporate finance expenditures covered in Sections 2b-5 and2b-6 of this report. Total expenditures thus far in 2017 have exceeded $493 million for thesecontracts.

The following is a breakdown of the total number of active contracts, excluding fossil fuel andcorporate finance contracts, by contract type:

• 11% of these contracts are for Construction Services;• 44% are for the purchase of Equipment and Commodities;• 2% are for Architectural and Engineering Services;• 2% are for Legal Services;• 15% are for Personal Service contracts such as professional consulting services;• 26% are for Non-Personal Service contracts such as maintenance, technicians,

contracted personnel and repairs.

Based on the total value of the contracts included in this summary ($5.3 billion), approximately99% of contracts were competitively bid. Thus far in 2017, approximately 1% of contracts (witha total contract value of approximately $38.5 million), were sole/single-source awards, whichincluded over $2 million in Minority- and Women-owned Business Enterprises (MWBEs),Service-Disabled Veteran-Owned Businesses (SDVOBs) and NYS Small Businesses contractawards. Sole/single-source awards also included, but were not limited to, the purchase ofhighly specialized spare parts and services from original equipment manufacturers,procurement of services on an emergency basis and proprietary sources.


DISPOSAL OF PERSONAL PROPERTYJanuary – September 2017

January through September 2017 YTD Report of Disposal of Personal Property

Public Authorities Law (“PAL”) § 2896, enacted as part of the Public AuthoritiesAccountability Act of 2005 (“PAAA”), as amended by the Public Authorities Reform Act of 2009(“PARA”), requires the Authority to prepare a report, not less frequently than annually, listing allPersonal Property in excess of $5,000 in value that was disposed of during the reporting period.Furthermore, pursuant to Subsection C.5 of the Authority’s Governance Committee Charterrelating to Reports, the Vice President of Procurement is required to report to the Committee atall regularly scheduled meetings. To that end, the 2017 YTD Report of Disposal of PersonalProperty over $5,000 in value is attached. The description of the property, purchaser’s nameand price received by the Authority, as required by PAL § 2896, will be presented in the official2017 Annual Report of Disposal of Personal Property for review and approval by the full Boardof Trustees at their March 2018 meeting, referenced in the Authority’s § 2800 Annual Reportand included in other filings with various State entities, in compliance with applicable law. Thesale price and other additional data (such as fair market value, date of transaction, full addressof purchaser, etc.) required by the Authorities Budget Office (“ABO”) will be included in the 2017Public Authorities Reporting Information System (“PARIS”) Annual Report of Personal PropertyDisposal for submittal to the ABO by March 31, 2018.

FACILITIES and WPO – Third Quarter 2017 Activity Summary

During the reporting period, there were no personal property disposals in excess of$5,000 in value. However, a refund for $3,000 was paid to Ameritanx, Inc. for thereimbursement of fees paid to NYPA for CO2 cylinders with missing Kidde valves. Please seethe footnote in the attached report.

FACILITIES and WPO – YTD September 2017 Summary and Subtotal

The January through September 2017 Total “Price Received by the Authority” forPersonal Property Disposal transactions over $5,000 conducted by or on behalf of theProperty Disposal Coordinators (“PDCs”) at the Facilities was $81,331.53.

FLEET – Third Quarter 2017 Activity Summary

During the reporting period, the Authority participated in one Fleet-related auctionconducted on behalf of the Authority’s Fleet Operations Division by the firm J.J. KaneAssociates, Inc. (DBA J.J. Kane Auctioneers (of Delran, NJ) on August 26, 2017. Of thirtyvehicles sold for $315,745, twelve vehicles had an assessed sale price or fair market value inexcess of $5,000 and these sales resulted in payment to the Authority of $279,050. This valueis net of transportation and other fees, as fully detailed in the attached report.

FLEET – YTD September 2017 Summary and Subtotal

In summary, the January through September 2017 YTD Fleet Total “Price Received by theAuthority” for the sale of thirty-three vehicles with an assessed sale price or fair marketvalue exceeding $5,000 (less transportation and other fees) was $471,150.00.

Grand Total as of 09/30/17

As summarized on page 2 of the attached Report, the YTD September 2017 Grand Total“Price Received by the Authority” for all Personal Property in excess of $5,000 was$552,481.53.


YTD SEPTEMBER 2017 REPORT OF DISPOSAL OF PERSONAL PROPERTY OVER $5,000

DESCRIPTION PURCHASER SALE PRICE PRICE RECEIVEDby the Authority

REFRIGERANT TANKS AT NIAGARA AIRGAS USA LLC, DBA FOR $ 6,723.88 $ 6,723.88AND ST LAWRENCE PROJECTS AIRGAS, INC.

SCRAP METALS CASELLA WASTE SYSTEMS, $ 9,994.00 $ 9,994.00AT ST LAWRENCE PROJECT INC.

CO2 AND HYDROGEN CYLINDERS AMERITANX, INC. $ 19,000.00 $ 19,000.00AT ST LAWRENCE PROJECT



CO2 CYLINDERS AMERITANX, INC. $ 19,700.00 $ 19,700.00AT NIAGARA PROJECT (1)

SUBTOTAL: $ 81,331.53 $ 81,331.53

(1) NYPA received payment from Ameritanx, Inc. of $22,700 as the winning bidder in an auction for CO2 cylinders. NYPA subsequently refunded $3,000 formissing Kidde valves, resulting in a net price received of $19,700.

09/30/17 1



FLEET OPERATIONS

DESCRIPTION PURCHASERSALEPRICE

Transportationand Other

Fees

PRICERECEIVED *

by the Authority

2000 HYSTER FORKLIFT POWER & CONSTRUCTION GROUP INC $ 13,500.00 $ 100.00 $ 13,400.00

2004 JLG 450AJ MANLIFT AMAZING MOTORS $ 21,000.00 $ 100.00 $ 20,900.00

2004 JLG 600S MANLIFT NICHOLAS KRYWOSA $ 2,000.00 $ 100.00 $ 21,900.00

2005 YALE GLP06-TG FORKLIFT DAN DIMOND EQUIPMENT INC $ 1,000.00 $ 100.00 $ 10,900.00

2008 CHEVY IMPALA UPSTATE AUTO SALES INC $ 5,500.00 $ 100.00 $ 5,400.00

2008 FORD ESCAPE UPSTATE AUTO SALES INC $ 5,100.00 $ 100.00 $ 5,000.00

2008 FORD ESCAPE JULIAN PADUANA $ 5,200.00 $ 100.00 $ 5,100.00



2008 FORD ESCAPE DILCIA BARROS $ 5,750.00 $ 100.00 $ 5,650.00

2008 FORD F350 PICKUP UPSTATE AUTO SALES INC $ 1,000.00 $ 100.00 $ 10,900.00

2008 FORD F550 PICKUP CNY SEALCOATING & CONCRETE LLC $ 3,750.00 $ 100.00 $ 13,650.00

2009 CHEVY IMPALA THOMAS BROWN $ 6,250.00 $ 100.00 $ 6,150.00

2009 DODGE DURANGO CHAMPION INTERNATIONAL $ 5,250.00 $ 100.00 $ 5,150.00

2011 FORD F350 PICKUP ICAR AUTO SALES LLC $ 1,000.00 $ 100.00 $ 10,900.00

2011 FORD F350 PICKUP CHRIS ALBICKER $ 1,000.00 $ 100.00 $ 10,900.00

2011 FORD FUSION UPSTATE AUTO SALES INC $ 5,250.00 $ 100.00 $ 5,150.00

2011 FORD FUSION UPSTATE AUTO SALES INC $ 5,250.00 $ 100.00 $ 5,150.00

2011 TOYOTO HIGHLANDER L&V DOM & IMPORTED AUTO SALES INC $ 2,500.00 $ 100.00 $ 12,400.00




FLEET OPERATIONS (CONTINUED)

DESCRIPTION PURCHASERSALEPRICE

Transportationand Other

Fees

PRICERECEIVED *

by the Authority

2012 FORD FUSION RWC ENTERPRISES $ 6,450.00 $ 100.00 $ 6,350.00

2012 FORD FUSION CJ'S CAR AMERICA $ 6,950.00 $ 100.00 $ 6,850.00

2005 JD ATV HYLAN DATACOM & ELECTRICAL LLC $ 7,750.00 $ 100.00 $ 7,650.00

2013 FORD FUSION SUSAN M BUTTON $ 7,500.00 $ 100.00 $ 7,400.00

2012 FORD FUSION CHICAGO AUTOPLEX INC $ 5,750.00 $ 100.00 $ 5,650.00



2008 FORD ESCAPE CONNIE BURNETT $ 6,000.00 $ 100.00 $ 5,900.00

2009 FORD F250 ICAR AUTO SALES LLC $ 10,750.00 $ 100.00 $ 10,650.00

2005 INTR 7400 ACE EQUIPMENT NORTH $ 13,000.00 $ 100.00 $ 12,900.00

2003 WORK VAN LEHIGH AUTO SALES & SERVICE LLC $ 8,000.00 $ 100.00 $ 7,900.00

2007 INTR 5600 KT POWER $150,000.00 $ 100.00 $ 149,900.00

2006 CATE D5GL VILLAGE TRUCK SALES $ 46,000.00 $ 100.00 $ 45,900.00

2004 JLG M6400J INTEGRA SUPPLY $ 15,000.00 $ 100.00 $ 14,900.00

FLEET SUBTOTAL: $ 474,450.00 $ 3,300.00 $ 471,150.00

+ SUBTOTAL Page 1: $ 84,331.53 -- $ 84,331.53

GRAND TOTAL: $ 555,781.53 $ 3,300.00 $ 552,481.53

Exhibit 4a ii-3

December 12, 2017

SUPPLIER DIVERSITY PROGRAM (SDP)January – September 2017

At the end of New York State’s 3rd reporting quarter (ending September 30, 2017), the Authorityand the Canal Corporation expended a total of $17.2 Million or 15.9% of reportableexpenditures to New York State-certified Minority and Women-Owned Business Enterprises(MWBEs).

From January to September 2017, the Authority and the Canal Corporation expendedapproximately $45 Million or 19.38% of reportable expenditures to New York State-certifiedMWBEs. Treasury transactions with NYS-certified MWBE financial dealers for the first ninemonths of calendar year 2017 resulted in $499.3 Million or 31.3% in principal sales andpurchases for the Authority.

Service-Disabled Veteran-Owned Business (SDVOB) utilization for the period January –September 2017 is approximately $ 1.2 Million or 7.42% of designated spend. Additionally,SDVOB financial dealers transacted over $482.5 Million or 30.3% in principal sales andpurchases for the period January – September 2017.

The SDP program reached a milestone of $1 billion in payments to MWBEs in the 3rd reportingquarter.

Although the Authority’s 2017-2018 MWBE goal is 30%, the Authority remains challenged inmeeting this aggressive goal due to numerous factors; onboarding of the Canal Corporation, theconclusion of multiple energy efficiency contracts and NYPA’s unique position as an energyproducing utility. We believe that the new procurement model, enhanced tracking and reportingof MWBEs and SDVOBs along with the revised approaches in determining MWBE goalparticipation, will collectively provide the Authority continued success in providing opportunitiesto diverse suppliers.


INVENTORY STATISTICSSeptember 30, 2017

(A) 2016 Includes $2.0 million reduction for NIA Dual Voltage Transformer installed in RM Unit 5 to replacethe fire damaged transformer.

(B) 2017 Includes $1.1 million for STL net purchases of:765KV Disconnect Switches & Structure Supports $1,131K

(C) 2016 Includes $1.7 million for STL net purchases of:Headgate Motor Control Panels $800K765KV Disconnect Switches & Lattice Structure Supports $320KPotent Transformers $213KLubron Bushings $200KReinhausen Transducer $172K

(D) 2016 Includes $6.6 million reduction for Flynn 2015 Major Outage:Turbine Blades and Vanes $4.588 millionTurbine Inner Casing $1.305 millionMixing Casing $0.653 million

(E) 2017 Includes $632K for 500MW net purchases of:Bull Gears $194KVolutes & Gas Seal $161KWorm Gear $ 92KDiaphragms 1st & 2nd Stage, & parts $ 96KCondensate Pump Motor $ 62KAir Purge Valve $ 27K

Facility 9/30/17 9/30/16 9/30/15

Niagara 18,269,500 18,159,883(A) 20,389,843

St. Lawrence 15,536,139(B) 14,362,966(C) 12,273,884

Poletti Project 9,007,671 8,961,022 8,126,820

Flynn Project 7,646,737 7,108,529(D) 14,288,459

Blenheim-Gilboa 9,059,699 8,910,319 8,629,964

500 MW Project 27,091,479(E) 25,905,820 25,396,804

Clark Energy Center 6,976,277 6,394,163 5,630,072

Canal Corporation 734,436 N/A N/A

Total Stock Value $ 94,321,938 $ 89,802,702 $ 94,735,846


FOSSIL FUELS ACTIVITY

JANUARY - SEPTEMBER 2017


Exhibit 4a ii-5

December 12, 2017

CONTRACT

NUMBER PROVIDER NAME CONTRACT DESCRIPTION

T

Y

P

E

M

O

A

R

N

A

O

P

A

M

W

B

E

B

I

D

S

TOTAL EXPENDED

TO DATE

AMOUNT

EXPENDED 1Q & 2Q

AMOUNT

EXPENDED 3Q

AMOUNT EXPENDED

2017

DATE OF

CONTRACT

O

\

C

PROJ

COMPLETE

DATE

DATE

CONTRACT

COMPLETE

FD-1990-33

Northville Industries Corp. NIC

25 Melville Park Road

Melville NY 117470398


FD-1990-34

Northville Industries Corp. NIC

25 Melville Park Road

Melville NY 117470398


FD-2002-11

PSEG EnergyResourcesTrade

80 Park Plaza Floor T-19

Newark NJ 07102

NAESB Agreement for Natural

GasE B F N 32 11,017,721 0 0 0 11/1/2002 *

FD-2003-09

J. Aron and Company

85 Broad Street

New York NY 10004


GasE B N N 32 83,241,402 0 0 0 4/22/2003 *

FD-2003-10

BP Energy Company

201 Helios Way

Houston TX 77079


GasE B F N 32 210,472,430 1,232,438 0 1,232,438 10/1/2004 *

FD-2003-12

Exelon Generation Company, LLC

1310 Point Street

Baltimore MD 21231


GasE B F N 32 55,860,651 0 0 0 6/9/2003 *

FD-2003-13

Merrill Lynch Commodities, Inc.

20 East Greenway Plaza

Houston TX 77046


GasE B F N 32 159,931 0 159,931 159,931 11/1/2003 *

FD-2003-14

Colonial Energy Inc.

3975 Fair Ridge Drive

Fairfax VA 22033


GasE B F N 32 513,454,016 5,063,264 1,233,672 6,296,935 7/1/2003 *

FD-2003-15

Virginia Power Energy Mktg

P.O. Box 25773

Richmond VA 23260


GasE B F N 32 629,265,426 0 0 0 7/11/2003 *

FD-2004-08

Shell Energy North America (US),

L.P.

1000 Main Street

Houston TX 77002


GasE B F N 32 83,906,168 5,842,561 9,096 5,851,657 4/1/2004 *

FD-2005-12

NJR Energy Services Co

1415 Wyckoff Road

Wall NJ 07719


GasE B F N 32 430,238,561 3,419,577 2,949,761 6,369,338 9/1/2005 *

FD-2007-10

Eastern Generation, LLC

18-01 20th Avenue

Astoria NY 11105

Oil Delivery Labor Fees E 1 N N 60,771 0 0 0 7/1/2006 *

FD-2008-05

Sequent Energy Mgmt LP

1200 Smith Street

Houston TX 77002


GasE B F N 32 36,565,826 0 0 0 3/1/2008 *

FD-2008-06

Macquarie Energy LLC

500 Dallas Street

Houston TX 77002


GasE B F N 32 47,096,447 0 0 0 7/1/2008 *

FD-2008-09

Con Edison

4 Irving Place

New York NY 10003

LDC Agreement E 1 N N 26,639,584 (534,558) 897,488 362,930 8/1/2008 6/30/2019

FD-2008-10

United Energy Trading, LLC

215 Union Boulevard

Lakewood CO 80228


GasE B F N 32 158,345,320 0 0 0 11/19/2008 *

1





Exhibit 4a ii-5

December 12, 2017

CONTRACT


T

Y

P

E

M

O

A

R

N

A

O

P

A

M

W

B

E

B

I

D

S

TOTAL EXPENDED

TO DATE

AMOUNT

EXPENDED 1Q & 2Q

AMOUNT

EXPENDED 3Q

AMOUNT EXPENDED

2017

DATE OF

CONTRACT

O

\

C

PROJ

COMPLETE

DATE

DATE

CONTRACT

COMPLETE

FD-2009-07

Conoco Phillips Company

600 North Dairy Ashford

Houston TX 77079


GasE 1 F N 32 42,146,519 3,052,205 918,335 3,970,540 5/1/2009 *

FD-2009-08

NextEra Energy Power Marketing,

LLC

700 Universe Blvd

Juno Beach FL 33408


GasE B F N 32 8,663,416 5,383,054 614,602 5,997,656 12/1/2009 *

FD-2010-02

ENSTOR Energy Services, LLC

20329 State Highway 249

Houston TX 77070


GasE B F N 32 17,800,734 25,500 75,200 100,700 8/9/2010 *

FD-2011-06

EDF Trading North America, LLC

4700 West Sam Houston

Houston TX 77041


GasE B F N 32 193,537,121 8,176,709 525,112 8,701,821 6/1/2011 *

FD-2011-10

Tenaska Gas Storage, LLC

14302 FNB Parkway

Omaha NE 68154


GasE B F N 32 1,251,315 0 0 0 12/1/2011 *

FD-2011-11

Statoil Natural Gas, LLC

120 Long Ridge Road

Stamford CT 06902


GasE B F N 32 18,075,752 1,169,746 724,796 1,894,542 4/18/2012 *

FD-2012-02

Repsol Energy North America

Corporation

2455 Technology Forest Rd

The Woodlands TX 77381


GasE B F N 32 38,198,810 24,160 0 24,160 11/13/2012 *

FD-2013-06

Chesapeake Energy Marketing,

LLC

P.O. Box 18496

Oklahoma City OK 73154-0496


GasE B F N 32 36,489,091 7,927,372 4,348,133 12,275,505 5/28/2013 *

FD-2014-08

Spark Energy Gas, LLC

12140 Wickchester Lane

Houston TX 77079


GasE B F N 32 272,332,286 21,855,924 8,786,567 30,642,491 2/1/2014 *

FD-2014-12

EQT Energy, LLC

625 Liberty Ave

Pittsburgh PA 15222-3111


GasE B F N 32 144,531 36,285 0 36,285 5/1/2014 *

FD-2014-16

Pacific Summit Energy LLC

2010 Main Street

Irvine CA 92614


GasE B F N 32 42,540,210 2,887,892 1,505,390 4,393,282 8/11/2014 *

FD-2015-03

Cabot Oil & Gas Corporation

840 Gessner Road

Houston TX 77024-4152


GasE B F N 32 2,439,304 0 0 0 3/2/2015 *

FD-2015-05

DTE Energy Trading, Inc.

414 South Main Street

Ann Arbor MI 48104


GasE B F N 32 34,428,646 9,981,635 6,200,144 16,181,779 8/14/2015 *

FD-2015-07

Definite Energy Group

575 Lexington Ave

New York NY 10022


GasE B N N 32 385,895 93,730 0 93,730 10/1/2015 *

FD-2015-10

Direct Energy Business Marketing,

LLC

194 Wood Ave South

Iselin NJ 08830


GasE B F 3 32 1,059,278 131,250 118,530 249,780 12/14/2015 *

2





Exhibit 4a ii-5

December 12, 2017

CONTRACT


T

Y

P

E

M

O

A

R

N

A

O

P

A

M

W

B

E

B

I

D

S

TOTAL EXPENDED

TO DATE

AMOUNT

EXPENDED 1Q & 2Q

AMOUNT

EXPENDED 3Q

AMOUNT EXPENDED

2017

DATE OF

CONTRACT

O

\

C

PROJ

COMPLETE

DATE

DATE

CONTRACT

COMPLETE

FD-2016-01

Saybolt LP

P.O. Box 844640

Dallas TX 752844640

Oil Inspection Agreement P B N N 6,008 5,599 410 6,008 1/1/2017 O 12/31/2019

FD-2016-02

Astoria Energy II LLC

1710 Steinway Street

Astoria NY 11105

AEII Demand Charges E 1 N N 9,399 3,233 1,576 4,809 5/1/2016 4/30/2019

FD-2016-05

Transco

P.O. BOX 201371

Houston TX 77216

Firm Gas Transportation

AgreementE 1 F N 784,050 389,551 394,499 784,050 4/1/2017 O 3/31/2018

FD-2016-07

National Grid - LI

100 East Old Country Road

Hicksville NY 11801

LDC Agreement (Flynn) E 1 N N 657,248 176,187 481,061 657,248 4/1/2017 O 3/31/2018

FD-2017-01

National Grid - NY

1 Metrotech Centre

Brooklyn NY 11201

LDC Agreement E 1 N N 1,004,430 241,844 762,586 1,004,430.10 6/1/2017 O 5/31/2018

FD-2017-02

National Grid - LI


Hicksville NY 11801

LDC Agreement (Brentwood) E 1 N N 429,975 105,215 324,760 429,975 6/1/2017 O 5/31/2018

FD-2006-09

Transco

P.O. BOX 201371

Houston TX 77216

Firm Gas Transportation

AgreementE 1 F N 16,642,323 384,809 0 384,809 8/4/2006 C 3/31/2017 3/31/2017

FD-2015-04

National Grid - LI


Hicksville NY 11801

LDC Agreement (Flynn) E 1 N N 3,471,497 236,106 0 236,106 1/1/2015 C 3/31/2017 3/31/2017

FD-2014-14

National Grid - NY

1 Metrotech Centre

Brooklyn NY 11201

LDC Agreement E 1 N N 5,386,764 926,994 0 926,994 5/30/2014 C 5/31/2017 5/31/2017

FD-2014-15

National Grid - LI


Hicksville NY 11801

LDC Agreement (Brentwood) E 1 N N 1,200,619 72,463 0 72,463 5/30/2014 C 5/31/2017 5/31/2017

FS-1994-17

Merrill Lynch Commodities, Inc.

20 East Greenway Plaza

Houston TX 77046


GasE B F N 32 276,520,337 496,431 0 496,431 7/1/1994 C 6/30/2017 6/30/2017

FUELS TOTALS 3,321,736,998 79,159,883 31,208,002 110,367,885

* Contract continues until terminated by NYPA or counterparty upon specified notice

Note: This reporting is for the Authority only, as there are no similar fuel agreements for the Canal Corporation

3


CORPORATE FINANCE ACTIVITY

JANUARY THROUGH SEPTEMBER 2017


Exhibit 4a ii-6

December 12, 2017

T M B

Y M R O W I TOTAL TOTAL AMOUNT CONTRACT DATE O PROJ DATE

CONTRACT P O N P B D CONTRACT EXPENDED EXPENDED BALANCE OF \ COMPLETE CONTRACT

PROVIDER NAME DESCRIPTION E A A A E S AMOUNT TO DATE 2017 CONTRACT C DATE COMPLETE

Bank of New York (formely JPMorgan)

101 Barclay Street

New York, NY 10286

Trustee/Paying Agent Services on

BondsS C 9 N 515,231 515,231 13,157 - 2/24/1998 O *

Bank of New York (formerly

JPMorgan)

101 Barclay Street

New York, NY 10286

Trustee- Commercial Paper S C 9 N 225,392 225,392 14,592 - 10/2/2006 O *

Barclays Capital (assigned from

Lehman Bros.) **

745 Seventh Avenue

New York, NY 10019


Barclays Capital (assigned from

Lehman Bros.)

745 Seventh Avenue

New York, NY 10019

Re-marketing Agent CP-3 S C 9 N 10,775 10,775 - - 6/26/2008 O *

Citigroup

390 Greenwich Street

New York, NY 10013


Goldman, Sachs & Co.

85 Broad Street

New York, NY 10004-2456

Re-marketing Agent CP-2 and 3 S C 9 N 1,096,813 1,096,813 27,069 - 12/4/1997 O *





Exhibit 4a ii-6

December 12, 2017

T M B




Goldman, Sachs & Co.

85 Broad Street

New York, NY 10004-2456

Re-marketing EMCP S C 9 N 940,670 940,670 4,758 - 3/4/2003 O *

JPMorgan Chase

270 Park Avenue

New York, NY 10017-2070


JPMorgan Chase

270 Park Avenue

New York, NY 10017-2070


JPMorgan Chase

270 Park Avenue

New York, NY 10017-2070

Escrow Agent POCR/CASP & LMEI

FundsS C 9 N 558,845 558,845 3,000 - 5/30/1996 O *

JPMorgan Chase

270 Park Avenue

New York, NY 10017-2070

Revolving Line of Credit 2015 S C 9 N 2 8,139,333 6,175,464 1,274,333 1,963,869 1/15/2015 O 1/19/2018





Exhibit 4a ii-6

December 12, 2017

T M B




Morgan Stanley

1221 Avenue of the Americas

New York, NY 10020

Re-marketing Agent CP-1 S C 8 N 7 442,996 442,996 24,233 - 3/31/2009 O *

RBC Capital Markets **

1211 Avenue of the Americas

New York, NY 10036


CORPORATE FINANCE TOTALS 16,546,867 14,582,998 1,578,989 1,963,869

NOTES:

* Contract continues until terminated by NYPA or Counterparty upon specified notice

** Expense History only available from 1997


TRANSFER OF INTEREST IN PERSONAL PROPERTY TO CANALCORPORATION

January – September 2017

2017 YTD Report of Transfer of Interest in Personal Property to Canal Corporation

Effective January 1, 2017, management and administration of the New York State CanalCorporation is an additional corporate purpose of the Authority. New York Public AuthoritiesLaw § 1005-b (2) authorizes the Authority to “transfer to the canal corporation any moneys, real,personal, or mixed property or any personnel in order to carry out the purposes of thissection…” to the extent that the Authority’s Trustees deem it feasible and advisable. UnderPublic Authorities Law Title 5-A Disposition of Property by Public Authorities, the Trusteesannually designate a contracting officer as part of their approval of the Guidelines for theDisposal of New York Power Authority Personal Property.

The Trustees’ authorized, on January 31, 2017, the Authority’s personal propertyContracting Officer to transfer any interest in Authority personal property to the CanalCorporation, as the Contracting Officer deems prudent after balancing the respective needs ofthe Authority and the Canal Corporation, will facilitate the Canal Corporation’s obligations tooperate, maintain, construct, reconstruct, improve and develop the canal system. TheContracting Officer will authorize the transfer of Authority personal property or any interesttherein only at the request of Canal Corporation. The Contracting Officer will authorize thetransfer to Canal Corporation any interest in Authority personal property, valued at up to$500,000 per transaction, in parity with the authorization level and signing authority set forth inthe Guidelines for the Disposal of New York Power Authority Personal Property. Additionally,the Contracting Officer will report to the Trustees or committee thereof regarding such propertytransfers. To that end, the 2017 YTD Report Transfer of Interest in Personal Property to CanalCorporation less than $500,000 in value is attached.

FLEET – Third Quarter 2017 Activity Summary

In response to a Canal Corporation request for certain Fleet assets, and subsequent tothe demonstrating a need for these assets, the Contracting officer approved the transfer of twoFleet vehicles, valued at $29,000, as described in the attached report in furtherance of CanalCorporation’s operation, maintenance, construction, reconstruction, improvement anddevelopment of the canal system.

FLEET – YTD September 2017 Activity Summary

In summary, the January through September 2017 Fleet Total “Value of Interest in PropertyTransferred to Canal Corporation”, for Fleet transactions less than $500,000 authorized bythe Contracting Officer was $257,900.

OTHER PERSONAL PROPERTY– Third Quarter 2017 Activity Summary

During the reporting period, there were no other personal property transfers to CanalCorporation.

OTHER PERSONAL PROPERTY– YTD September 2017 Activity Summary

The January through September 2017 Total “Value Transferred to Canal Corporation” forpersonal property transactions less than or equal to $500,000 authorized by theContracting Officer was $0.

Grand Total as of 9/30/17

As summarized on the attached Report, the January through September 2017 GrandTotal “Value of Interest in Personal Property Transferred to Canal Corporation” for allPersonal Property less than or equal to $500,000 authorized by the Contracting Officerwas $257,900.


2017 YTD SEPTEMBER REPORT OF TRANSFER OF INTEREST IN PERSONAL PROPERTY TO CANALCORPORATION LESS THAN OR EQUAL TO $500,000

FLEET OPERATIONSTransfer Value

TRANSFER Recorded by

DESCRIPTION VIN UNIT # DATE the Authority

2008 INT'L 5600i DMP TRUCK 1HTXGSBT08J688037 T620 3/24/17 $ 60,0002012 FORD ESCAPE 1FMCU9DG9CKA15338 12S23 5/09/17 $ 7,4252016 TRAILKING TK40LP 1TKC03322GR051624 16R98 5/09/17 $ 13,0002010 CHEVY IMPALA 2G1WA5EK9A1236031 10A34 5/19/17 $ 4,8252011 FORD FUSION 3FAHP0HG7BR322496 11A204 5/19/17 $ 5,2752012 FORD FUSION 3FADP0L33CR340806 12H48 5/19/17 $ 7,5502011 FORD FUSION 3FAHP0HG0BR322503 11A25 5/31/17 $ 5,2752011 FORD FUSION 3FAHP0HG7BR322501 11A7 5/31/17 $ 5,2752011 FORD FUSION 3FAHP0HG9BR322502 11A8 5/31/17 $ 5,2752008 CHEVY IMPALA 2G1WB58K881319808 08A20 5/31/17 $ 5,0002008 CHEVY IMPALA 2G1WB58K481319496 08A243 5/31/17 $ 5,0002008 CHEVY IMPALA 2G1WB58K881318383 08A263 5/31/17 $ 5,0002010 LTL GIANT 6430 CRANE 641002 10N9 6/27/17 $ 100,0002010 CHEVY IMPALA 2G1WA5EKXA1235616 10A23 7/26/17 $ 5,0002003 FORD F550 1FDAF57P03ED85291 MT33 8/25/17 $ 24,000

SUBTOTAL: $ 257,900

9/30/17 1


2017 YTD SEPTEMBER REPORT OF TRANSFER OF INTEREST IN PERSONAL PROPERTY TO CANALCORPORATION LESS THAN OR EQUAL TO $500,000

OTHER PERSONAL PROPERTY

DESCRIPTION

Transfer ValueRecorded by the

Authority

$ 0

SUBTOTAL: $ 0

+ SUBTOTAL Page 1: $ 257,900

GRAND TOTAL: $ 257,900



From: VICE PRESIDENT – ENTERPRISE SHARED SERVICES

Subject: Real Estate Report, 1/1/17-11/13/17

SUMMARY

This memorandum is to advise the Governance Committee of certain 2017 activities ofthe Real Estate Division regarding the acquisition and disposal of real property.

BACKGROUND

Pursuant to Subsection C.5 of the Authority’s Governance Committee Charter relating toReports, the Vice President –Enterprise Shared Services Vice President - Procurement and theDirector - Real Estate are required to report to the Committee at all regularly scheduledmeetings, and the Committee has the authority to require Real Estate staff to prepare additionalreports and to produce documents for Committee review. Due to recent staff reorganization, theReal Estate Division now reports to the Vice President – Enterprise Shared Services, who issubmitting this report.

The reported activities are governed by various State laws and regulations and are setforth in the attached Reports.

DISCUSSION

The Report of the Acquisition and Disposal of Real Property for the period Januarythrough November 13, 2017 is attached hereto as Exhibit A.

Exhibit ADecember 12, 2017

Interim Report

ACQUISITION AND DISPOSAL OF REAL PROPERTYJanuary 1– November 13, 2017

Section 2896 of the Public Authorities Law (PAL) requires a report setting out all real propertytransactions of the Authority over a given reporting period. Such report shall consist of a list andfull description of all real property disposed of during such period. The report shall contain theprice received by the Authority and the name of the purchaser. There is no monetary threshold,so all disposals regardless of value need to be reported. In addition, acquisitions and leasingtransactions are also included in this report. All acquisitions and dispositions reported hereinwere approved by the Authority’s Trustees and/or are consistent with current Trustee-approvedExpenditure Authorization Procedures. The reporting period is January 1 – November 13, 2017.

I. ACQUISITIONS

1.) Acquisitions by Deed or Easement:

Greg and Karen Liesten – Acquisition of a permanent easement for an access roadin the Town of Palmyra, County of Wayne (Map No. WP-1451, Parcel No. 1451)from Greg and Karen Liesten. The consideration for this transaction was $550.00. Theeasement was recorded on January 10, 2017.

Emergency Energy Control Center- New Hartford – During this reporting period, NYPAReal Estate acquired 3.01 acres from New Hartford Office Park, L.L.C. in support of thenew Emergency Energy Control Center in the Town of New Hartford, County of Oneida.The consideration for this transaction was $90,300.00. The warranty deed wasexecuted on February 15, 2017. This was approved by Authority’s Board of Trustee’s attheir September 2016 meeting.

Thomas Maine – Acquisition of a permanent easement for an access road in the Town ofSullivan, County of Madison (Map No. MS-1450, Parcel No. 1450) from Thomas Maine.There was no consideration for this transaction. The permanent easement was recordedon May 25, 2017.

2.) Danger Tree Permits:

During this reporting period, the Authority acquired 79 danger tree permits. These rightsallow the Authority to eliminate dangerous vegetation which is critical to the safeoperation of the New York State transmission grid. The transmission facilities coveredby these danger tree permits include the Niagara-Adirondack, Fitz-Edic, Moses-Willis,and Gilboa-New Scotland.

II. DISPOSITIONS

1.) Dispositions by Deed or Easement:

Transfer of Real Property to New York State Office of Parks, Recreation and HistoricPreservation - Transferred .43 acres of surplus lands (Map No. 331-C, Parcel No. 3725A)to New York State Office of Parks, Recreation and Historic Preservation in the City ofNiagara Falls, Niagara County. This transfer satisfies a Niagara Power Projectrelicensing commitment and was authorized by the Authority’s Board of Trustees at theirJuly 30, 2015 meeting. The transfer of jurisdiction was executed by the New York StateOffice of General Services on January 31, 2017.

Conveyance of Real Property to New York State Office of Parks, Recreation and HistoricPreservation – Conveyed 1.15 acres of surplus lands (Map No. 331-C, Parcel No. 3725B)to New York State Office of Parks, Recreation and Historic Preservation in the City ofNiagara Falls, Niagara County. This conveyance satisfies a Niagara Power Projectrelicensing commitment and was authorized by the Authority’s Board of Trustees at theirJuly 30, 2015 meeting. The quit claim deed was filed on June 8, 2017. There was noconsideration for this transaction.

Transfer of Real Property to New York State Department of Environmental Conservation– Transferred 56.83 acres (Map No(s). 1121C, 1123C, 1124C, 1135C, 1139C, ParcelNo(s). 8680, 8681, 8678, 8679, 8683) to NYS DEC for wildlife management purposeslocated in the Towns of Lisbon and Waddington, County of St. Lawrence. The transferof jurisdiction was executed by the New York State Office of General Services on July12, 2017.

2.) Land Use Permits:

During this reporting period, the real estate group issued 21 land use permits for use ofthe Authority’s real property, both fee-owned and held by easement:

LAND USE PERMITS

Permit No.Town/Issue Date Permittee Purpose

CEC-15-

159P-A1Marcy3-3-2017

National Grid

Installation, operation, and maintenance of a

replacement microwave antenna on a 765kV

tower at the Marcy Substation.

CEC-17-

434PHerkimer2-9-2017

Adirondack Foothills

Rotary

Host an ice fishing tournament and related

events during the period February 18, 2017-

February 25, 2017.

ICP-17-1P Islip9-14-2017

T-Mobile Northeast LLC

Perform a soil test boring located at

Authority’s Brentwood Small Clean Power

Plant.

MA-17-

444PMassena3-30-2017

Massena Electric

Department

Construct, install, and maintain a 13.8kV

single phase overhead distribution line at the

Authority’s Barnhart-Adirondack 230kV

Corridor.

MSU-16-

348P

Grieg5-25-2017

High Voltage Hills MX

LLC

Operate and maintain a Motocross Track for

recreational use and to hold semi-sanctioned

racing events.

NATL-16-

419PWhitesboro1-26-2017

Michael Mimassi

Maintain two existing dug wells supported

with concrete tiles, together with 240V

underground electric and black PVC water

pipes.

NPP-16-

422PNiagara Falls1-12-2017

Roswell Park Alliance

Foundation

Access to Authority’s Niagara Scenic Parkway

Intake Park to host the “Ride for Roswell”

charity bike race and related events on June 24,

2017.

NATL-17-

2PChili7-25-2017

Rochester Gas & ElectricConstruct, install, operate and maintain a 24”

diameter natural gas pipeline.

NATL-17-

447PBoonville2-24-2017

National GridDeliver electric services on land under the

jurisdiction of Authority.

NATL-17-

448P

Henrietta,Chili2-23-2017

Rochester Gas & Electric

Corporation

Access to certain areas of the Authority’s

right-of-way for purposes of ingress and egress

to perform soil boring investigations on

property adjacent to the right-of-way in

support of its Rochester Area Reliability

Project.

NPP-17-

465P

Lewiston3-22-2017

Niagara Orleans Central

Labor Council

Construct, install, operate, maintain and repair

Permittee’s Worker’s Memorial Monument.

NPP-17-1P Niagara Falls5-31-2017

New York State Office of

Parks, Recreation and

Historic Preservation

Perform survey work and other related tests

and samples for their proposed Robert Moses

Parkway North project.

NPP-17-2P Lewiston5-31-2017




Install exercise equipment at Reservoir State

Park.

NPP-17-

2P-A1Lewiston7-20-2017




Install additional exercise equipment at

Reservoir State Park.


Niagara Falls Firefighters

Christmas Toy Fund

Access to certain areas of Authority property

for the purpose of a 5K and 10K Walk and

Run.


United States Department

of Agriculture

Set and monitor traps for the European cherry

fruit fly at various locations of the Niagara

Power Project.

NPP-17-5PNiagara Falls9-12-2017

New York State Office ofParks, Recreation andHistoric Preservation

Access to the Niagara Scenic Parkway fortemporary storage and parking of a crane for alaydown and storage area for constructionequipment and materials.

NPP-17-6PLewiston9-12-2017

United States Coast GuardInstall and maintain two warning signs for apermanent safety zone in the lower NiagaraRiver.

SLPP-17-2P

Waddington6-23-2017

Majestic Fireworks LLCAccess to Ogden Island to set up and launchfireworks in the area on July 22, 2017 andAugust 5, 2017.

SLPP-17-3P

Waddington7-20-2017

Village of WaddingtonAccess to Whittaker Park for the Party in thePark and 2017 BassMaster Elite Series FishingTournament

SLPP-17-4P

Waddington8-17-2017

St. Lawrence CountyChamber of Commerce

Host the 15th Annual Jr. Carp FishingTournament on August 17- August 19, 2017.

III. MISCELLANEOUS TRANSACTIONS

Sprint Spectrum L.P., a Delaware limited partnership - During this reporting periodAuthority amended a Transmission Structure Antenna Right of Occupancy Agreementwhich granted Sprint Spectrum, L.P. use of space on Authority transmission towers forcommunication services. This first amendment extended the term of the originalagreement for an additional five (5) years, terminating on September 30, 2021. This wasexecuted on January 30, 2017, and was approved by the Board of Trustees on July 26,2016.

State University of New York - During this reporting period Authority entered into aPermit with the State University of New York College of Agriculture and Technology atCobleskill for the use of University Facilities for the Annual Emergency Action Planpresentation. The fee for this Permit was $262.50 and was for May 16, 2017.

Astoria Gas Turbine Power LLC – During this reporting period NYPA Real Estateentered into a License Agreement with Astoria Gas Turbine Power LLC to allow

Authority access to their property to perform soil borings. This agreement was executedon May 1, 2017.

WeWork Membership Agreement – On October 20, 2017, Authority entered into a 6-month membership agreement with WeWork for office space at 575 Fifth Avenue inNew York City. This agreement will expire on May 1, 2018.

IV. LEASING

1) Landlord Leases:

Beacon Associates LLC and Danziger & Markoff LLP – During this reporting period,tenants Danziger & Markoff LLP and Beacon Associates LLC terminated a lease foroffice space on the 9th floor of Authority’s 123 Main Street Building in White Plains,New York. The lease ended on August 27, 2017. The tenants have vacated the building.

Berman, Frucco, Gouz, Mitchel & Schub P.C. – Tenant Berman, Frucco, Gouz, Mitchel& Schub P.C. advised of its intention to terminate its lease of office space on the 17th

floor of Authority’s 123 Main Street Building in White Plains, New York. The lease willterminate on February 28, 2018.

Canter Law Firm P.C. – During this reporting period, Canter Law Firm P.C. terminatedits lease of office space on the 9th floor of Authority’s 123 Main Street Building in WhitePlains, New York. The lease terminated on September 30, 2017.

Dahan & Nowick LLP – During this reporting period, Dahan & Nowick LLP elected toexercise a five year option for the extension of an existing lease for 2,675 square feet ofoffice space on the 9th floor of Authority’s 123 Main Street Building in White Plains,New York. The extension term will commence on July 1, 2018 and terminate on May31, 2023 with a six-month right to terminate. The extension agreement was executed onSeptember 7, 2017.

2) Tenant Leases:

Seneca One Tower, ATC Managed Sites LLC – During this reporting period the RealEstate Department entered into a lease amendment with ATC Managed Sites, LLC for theinstallment, operation and maintenance of additional communications equipment at theSeneca One Tower in the City of Buffalo, County of Erie. The parties agreed to anincrease of $900.00 per month bringing the rent to $2729.25 per month; in addition toone five-year renewal term. This amendment was executed on June 8, 2017 andapproved by the Board of Trustees on March 21, 2017.

Town of Tonawanda Water Gauge Lease – On June 19, 2017, the Real Estate Departmententered into a lease with the Town of Tonawanda for the lease of a portion of the Town’sproperty to serve as the site for a new water gauging station in the County of Erie. Theterm of this lease is from September 1, 2017 through September 1, 2022, with twosuccessive 5-year options, at a monthly fee of $400.00. The Board of Trustees approvedthis transaction on March 21, 2017.

City of North Tonawanda Water Gauge Lease – The Real Estate Department entered intoa lease with the City of North Tonawanda on August 18, 2017 for the lease of a portionof the City’s property to serve as the site for a water gauging station in the County ofNiagara. This lease supersedes a previous Right of Entry agreement with the City ofNorth Tonawanda. The term of this lease is for five years, with two successive 5-yearoptions, at a monthly fee of $400.00. The Board of Trustees approved this lease on July25, 2017.

V. ST. LAWRENCE RELICENSING

1.) St. Lawrence Lands Program:

On October 31, 2001, the Authority filed an application for a new license, pursuant toSections 4(e) and 15 of the Federal Power Act for the continued operation andmaintenance of the 912 megawatt (MW) St. Lawrence/FDR Power Project. On February6, 2003, the Authority filed a "Comprehensive Accord" (Settlement Agreement). OnOctober 23, 2003, the Federal Energy Regulation Commission (hereinafter "FERC")issued an "Order Approving Settlement Agreements, Dismissing Complaint and IssuingNew License" in which FERC inter alia approved the Settlement Agreement.

As part of the Settlement Agreement, the Authority agreed to several changes to the Projectboundary. These proposed changes removed approximately 1,340 acres from the Project.Approximately 599 acres of the removed lands are intended to be conveyed either to adjoininglandowners or to the affected local municipality, if interested. For all conveyed lands, theAuthority retains flowage and access easements, to provide necessary rights to traverse conveyedlands for Project-related activities.

DEEDS FILED

NYPA

Surplus

Map

No.

NYPA

Surplus

Parcel

No.

Current Owner Name AcreageAppraisal

ValueFiling Date Town

1179C 8538

M. Shawna Cecot and

Catherine M. Cecot .14 $1,700.00 1-26-2017 Louisville

1153C 8264Austin D. Hicks and WhitneyL. Hicks .05 $50.00 1-26-2017 Waddington

1167C 8188 James J. and Alane L. Farrell .15 $2,550.00 2-17-2017 Waddington

1176C 8483 Daniel J. Miller .16 $2,400.00 2-17-2017 Louisville

1149C 8333 Mary Mayette .78 $15,600.00 2-17-2017 Waddington

1132C 8581 Richard and Nancy Scott .04 $600.00 2-17-2017 Louisville

1174C 8456 Kevin Bessy .19 $2,850.00 4-7-2017 Louisville

1178C 8514

Gill A. Viskovich, Ann J.Viskovich, Michael J.Viskovich, and Victoria G.Viskovich

.12 $1,800.00 5-11-2017 Louisville

1155C 8281Michael J. Whalen andCandace L. Riggs

.02 $25.00 6-29-2017 Waddington

1148C 8373 Nancy Chamberlain .07 $1,050.00 6-29-2017 Waddington

1176C 8484 Anthony and Mary Jo O’Geen .11 $1,650.00 7-14-2017 Louisville

1148C 8376 Ed Rider .23 $3,450.00 8-2-2017 Waddington

1179C 8527Lorraine Salamon and ThomasJ. Tebo

.12 $1,800.00 9-7-2017 Louisville

During this period 13 deeds were finalized and recorded in the County Clerk’s office. To date,534 of the 599 acres have been conveyed. Of the approximately 520 private parcels to beconveyed, approximately 483 transactions have been completed. In the majority of these casesthe landowners or municipalities have indicated that they do not wish to acquire the properties inquestion.



From: VICE PRESIDENT and CHIEF ETHICS & COMPLIANCE OFFICER

Subject: New York Power Authority Ethics & Compliance Program and Reliability

Standards Compliance

ETHICS and COMPLIANCE

SUMMARY

The Office of Ethics and Compliance (“E & C Office”) advises NYPA’s trustees, officers

and employees on the legal, regulatory and NYPA Code of Conduct ethics and compliance

standards relating to NYPA’s employees and operations. It coordinates the investigation of

allegations and concerns involving NYPA’s assets and employees. This report highlights

significant developments in NYPA’s ethics and compliance program for the period September

26, 2017 through December 12, 2017.

BACKGROUND

The principal substantive issues arising under the NYS ethics laws and NYPA’s Code ofConduct investigated or researched since the most recent Governance Committee report onSeptember 26, 2017 include various requests to engage in outside activities and employmentand issues concerning conflicts of interest, including familial relationships, post-employmentanalyses, policy reviews and gifts inquiries.

Cases by Location and Category for the Period September 26, 2017—December 12, 2017

Category Albany BG Buffalo CEC Niagara STL WPOMultiple

SItes Totals

Allegations 3 1 4

Conflict of Interest 1 1 1 1 4 (1) 8

General Inquiries 1 1 2

Gifts 2 13 15

Nepotism 3 1 4

Outside Activities 2 1 2 6 11Outside

Employment 3 3 1 9 16

Political Inquiries 0

Post-Employment 1 1 4 6Unwarranted

Privilege 1 6 7

2

Use of Assets 1 1

Totals 2 7 0 3 8 8 46 1 74

DISCUSSION

NYPA recently awarded contracts for Digital Utility Strategic Partnerships in support ofthe Authority’s Digital Transformation to ten of the most technically qualified bidders, includingSiemens Industry, Inc. A member of the team in Siemen’s proposal is a current agencycontractor (“contingent worker”) providing services in the Energy Solutions group whosecontract expires in February, 2018. This contingent worker was approached by his NYPAmanager concerning his future plans and disclosed that he had entered into the partnership withSiemen’s to provide services through the Digital Utility Strategic Partnership competitiveprocurement opportunity. It was determined that the contingent worker could continue to fulfillhis agency contractor responsibilities until such time as a contract between NYPA and Siemen’sis fully executed and NYPA awards project work to Siemens after mini-bid evaluations with theother qualified bidders. Guidance has been provided to the contract manager and ProcurementDepartment detailing the process that should be followed in the event this scenario occurs.

As a result of this occurrence, the E & C Office is working to strengthen the disclosuresrequired of contingent workers and bidders to include any past work experience with NYPA andany relatives who may work for NYPA to evaluate and address conflicts of interest at the earliestfeasible opportunity.

NYPA has established a process to vet candidates for employment who may be relatedto current NYPA employees. The process includes a review of the candidate’s education andrelevant experience, and required testing to fill bargaining unit roles and a vigorous interviewprocess. If selected as the best candidate, the hiring manager provides a written justification tothe E & C Office for review. The justification must clearly state that the relatives will have nosupervisory or other employment relationship and establishes the expectation that there may beno such relationships in the future. These staffing decisions are approved by the Chief Ethics &Compliance Officer, the Senior Vice President of Human Resources and the President andCEO. Four relatives have been hired at three different facilities in the past reporting period.

NYPA has recently begun to offer guidance to employees who are serving on externalboards and committees as part of their job functions. These positions come with a variety ofchallenges, such as whether to accept transportation, lodging, meals or complimentaryregistration fees for conference attendance. These employees may be influencing industrystandards and asked to share their experiences at NYPA. The E & C Office provides guidanceto these employees regarding acceptance of meals, transportation and registration fees andreminds them of confidentiality requirements, and against offering opinions that may reflectthose of NYPA or endorsing any other individual, business, group or initiative.

The E & C Office reviewed 15 outside employment requests since the last report to theGovernance Committee. The reviews included a family owned farm for which the NYS JointCommission on Public Ethics (“JCOPE”) approval was required since the employee serves in apolicy making position, providing services as a part time pilot, a LYFT driver, private and publicsecurity and police services, ownership of a 24-hour gym and a review of a prospectiveemployee’s personal solar services business.

The E & C Office reviewed a potential post-employment scenario wherein a NYPAemployee who provides advisory services to a group of NYPA employees who participate in anexternal consortium on behalf of NYPA, would provide analogous services to the consortiumthrough a personal services agreement with a consulting firm to the consortium. The employee

3

believed that this would not constitute an appearance before NYPA, as contemplated by theNYS Public Officers Law post-employment restrictions since the services to be provided wouldbe to the entirety of the consortium and not exclusively to NYPA. The E & C Office and theemployee consulted JCOPE which opined that providing services to the consortium would likelyhave constituted an appearance before his former agency and a violation of the two year postemployment restriction. Consequently, the employee did not pursue this post employmentopportunity.

The proliferation of social media and its applications in the public sector remain a

concern for the E & C Office. We have been asked to assist in addressing the increased use of

social media as it relates to the application of the Public Officers Law, particularly as social

media may be used to announce success stories or initiative kick-offs at particular locations.

The Public Officers Law speaks to a broad sense of ‘unwarranted privilege’. Employees must

be mindful to not endorse any particular customer, vendor or business partner while engaging in

social media forms of communication. The E & C Office requested guidance from JCOPE

regarding any policies or procedures that they may have implemented but they have not issued

any formal guidance concerning this medium of communication and cautioned against

unwarranted privilege in communications. The E & C Office will work with the Digital

Communications & Strategy Office to develop training to mitigate this area of risk for employees.

Collaboration with the New York State Inspector General’s Office and Other External Agencies

NYPA continues to collaborate with the NYS Inspector General’s Office and other

external federal and state agencies in providing requested documentation or information related

to ongoing investigations. The E&C Office is NYPA’s liaison for coordinating compliance with

investigations affecting NYPA and its business partners.

The E & C Office has been facilitating the Financial Disclosure Statement filings ofemployees in the JCOPE Financial Disclosure website. JCOPE has continued to enhance thecapabilities of its electronic filing system, and after several years of building the system, it isaddressing overdue participant filings. In most instances, employees had completed the filingbut had inadvertently not attested to the accuracy of the statements made on the form. Noemployees have faced any administrative hearings or fines for having failed to complete theirforms in a timely manner.

Training and Outreach

The E & C Office is facilitating the Comprehensive Ethics Training Course (“CETC”)developed by JCOPE to NYPA Trustees, employees and members of external boards coveredby the requirements of the Public Integrity Reform Act of 2011. These trainings are live,instructor led trainings and will be reported to JCOPE in an annual compliance report at the endof January 2018.

A gifts and outside employment reminder was sent to all NYPA employees via emailmessage requesting that any gifts be reported to the Ethics Office and returned to the sender ifpossible. Employees were asked to reflect upon any job duties or responsibilities that may havechanged since prior approvals to engage in external employment opportunities or activities thatwere previously granted. NYPA’s Code of Conduct requires its Trustees, officers andemployees to disclose all outside employment and certain outside activities to ensure theabsence of conflicts of interest.

4

RELIABILITY STANDARDS COMPLIANCE

SUMMARY

This report highlights important aspects of NYPA’s NERC Reliability Standards

compliance management program for the period September 26, 2017 to December 12, 2017. A

brief background statement is followed by discussion of specific to Reliability Standards-related

topics affecting the enterprise.

BACKGROUND

Background information related to the origin of the North American Electric Reliability

Corporation (NERC) mandatory standards for reliability and NYPA’s obligations to demonstrate

compliance with the standards has been presented in previous reports to the Governance

Committee.

DISCUSSION

NERC Reliability Standards Compliance Enforcement Actions

During the reporting period, there were five (5) new possible violations of the NERC

Reliability Standards reported to the Northeast Power Coordinating Council (NPCC).

1. CIP-010 Cyber Security — Configuration Change Management and Vulnerability: Theinvestigation determined that only NYPA validated Transient Cyber Assets andRemovable Media were used by the vendor ABB during all configuration andmaintenance activities, that occurred after 4/1/2017. The investigation determined thatno violations of any NERC Reliability Standards are associated with this incident.

2. CIP-010 Cyber Security — Configuration Change Management and Vulnerability: NYPAover-classified a desktop as a medium BES Cyber Asset instead of a Transient CyberAsset at the St. Lawrence Power Project. Due to the limited usability of this asset, timelyO/S and AV patching and physical security controls present in the switchyard, thispotential violation was identified as a minimal risk to reliability. The investigationdetermined this event was a possible violation of NERC Reliability Standards and theevent was self-reported to NPCC.

3. CIP-010 Cyber Security — Configuration Change Management and Vulnerability: NYPAis required to manage its Transient Cyber Assets to ensure compliance withrequirements under CIP-010. User names and passwords were displayed on a labelattached to the keyboard section of a laptop, which is visible when the unit was opened.The investigation determined this event as a possible violation of NERC ReliabilityStandards and the event was self-reported to NPCC.

4. CIP-007 Cyber Security - System Security Management: During internal pre-auditactivities, several relay devices were chosen at random and reviewed for compliancewith associated CIP Standards. For a relay tested at Massena substation, it was

5

determined that the password was not set at its minimum requirement and does notmeet the requirements identified in the Standard. The investigation is under review andpending a final determination.

5. PRC-001 System Protection Coordination: During a scheduled outage of Gilboa Unit 2,the protection system in the switchyard was taken out of service for switching and notimmediately placed back into service. The investigation is under review and pending afinal determination.

These possible violations were determined to be of minimal impact to the Bulk Electric

System (BES). If confirmed by NPCC, these minimal impact violations will be processed as

Compliance Exceptions and will not result in any penalties.

Investigations of Possible Violations

During the reporting period, Technical Compliance reviewed five (5) investigations of

possible violations of the NERC Reliability Standards. Two (2) of these were self-reported to the

NPCC in October. Two (2) investigations are under review and pending a final determination

and one (1) investigation resulted in a determination of no possible violation. This internal

process is viewed by the regulator as evidence that NYPA has a strong internal compliance

program.

NERC Alerts

NERC disseminates information that it deems critical to ensuring the reliability of the bulk

power system via “alerts” designed to provide concise, actionable information to the electric

industry. During the reporting period, there was one (1) NERC alert sent to the industry.

In October, NERC issued an alert for Supply Chain Risk, requesting NYPA toacknowledge receipt of the advisory, consider recommendations made to the industry andreview and complete reporting instructions. A response was required and provided.

Risk-Based Evidence Management Program

Effective in late 2015, NPCC revamped the self-certification process to a risk-based

model. The new process is referred to as the Guided Self-Certification program. This program is

being administered to entities in the NPCC region in lieu of the previous annual self-certification

program. In response, Technical Compliance implemented a Risk-Based Evidence

Management Program for identifying areas of risk and appropriate frequency for evaluation of

and compliance evidence updates for the NERC Reliability Standards applicable to NYPA. This

process ensures that NYPA’s compliance program aligns with NERC’s risk-based Compliance

Monitoring and Enforcement Program and the NPCC guided self-certification process. In 2017,

Technical Compliance will review and update the evidence for forty-three (43) NERC Reliability

Standards that are applicable to NYPA’s NERC registrations. Technical Compliance has

reviewed and updated the evidence for twenty-six (26) NERC Reliability Standards. These

reviews have been delayed due to NERC Critical Infrastructure Protection (CIP) audit readiness

efforts.

6

Guided Self-Certification of Compliance

NYPA did not receive any Guided Self-Certification of Compliance notifications during the

reporting period. Technical Compliance has established a rigorous process to ensure that

compliance evidence is updated before NYPA self-certifies compliance with NPCC.

Bulk Electric System (BES) Definition

As stated in earlier reports, the Federal Energy Regulatory Commission (FERC)

approved the new BES definition and that NYPA identified over 50 new BES elements that were

subject to the NERC Reliability Standards in July 2016. The new definition applies essentially to

any transmission assets operated at or above 100 kV.

The exclusion exception request for the Moses-Alcoa (MAL) 115kV transmission line

that has been reported in previous reports to the Governance Committee is still in process. In

May a NERC-led Review Panel issued its determination and concluded that the MAL lines are

BES facilities and that Alcoa is required to register as the Transmission Owner (TO) and that

NPCC needs to assign the Transmission Operator (TOP) for the lines. NPCC has established

an alternative time period for completing the review of the subject EER. The time period has

been set to conclude on April 30, 2018. Alcoa is considering the acceptance of NERC's TO and

TOP implementation plan. NYPA’s objective is not to be a Transmission Operator.

Critical Infrastructure Protection (CIP) Standards - Versions 5 and 6

During the reporting period, NYPA continued to effectively manage the implementation

of CIP Versions 5 and 6 to include the Southeast New York (SENY) region and the upstate Low

Impact facilities and cyber system assets in the CIP Compliance Program. In parallel, Technical

Compliance continues to engage the internal stakeholders to implement a work plan to establish

a consistent and robust NERC CIP Compliance Program for NYPA’s assets. The

standardization of the program requires the implementation of certain controls that exceed, in

some respects, the CIP requirements. Such an approach, ensures program stability, enhances

NYPA’s security posture, and aligns with NYPA’s enterprise-wide cyber security strategy.

NYPA received its CIP onsite audit notification from NPCC on September 5th, confirming

the audit start date of December 11, 2017. The audit will be held at the Clark Energy Center. In

addition to the notification, NPCC informed NYPA that the audit will be observed by FERC and

NERC. Audit readiness efforts have concluded, in which the final phase of preparations were

led by Technical Compliance, department subject matter experts, the Law Department, Internal

Audit, Ethics and Compliance and Navigant Consulting. As part of the CIP onsite audit, NPCC

visited the St. Lawrence-FDR Power Project on November 15th. There were no findings or

major recommendations from the NPCC audit team. This clearly demonstrates the strength of

NYPA’s compliance program, its integration with site operations and the strong culture of self-

assessment and transparency with the regulators. NPCC was impressed with the

implementation of physical and electronic controls at St. Lawrence-FDR Power Project.

7

Memorandum



From: THE PRESIDENT and CHIEF EXECUTIVE OFFICER

Subject: Amendments to the Authority’s Governance Committee Charter

SUMMARY

The Governance Committee is requested to adopt the Authority’s GovernanceCommittee Charter as amended and set forth in Exhibits “A” and “A-1” of this item and torecommend its adoption to the Trustees.

BACKGROUND & DISCUSSION

The Authority’s Governance Committee Charter was last amended on July 26, 2011.The changes to the Authority’s Governance Committee are proposed to reflect best practicesand to conform to the Canal Corporation’s Governance Committee Charter, which was adoptedon January 31, 2017.

FISCAL INFORMATION

None.

RECOMMENDATION

The Executive Vice President and General Counsel recommend that the GovernanceCommittee approve the proposed amendments and recommend its adoption to the Trustees.

For the reasons stated, I recommend the approval of the above-requested action byadoption of the resolution below.

Gil C. QuinionesPresident and Chief Executive Officer

2

R E S O L U T I O N

RESOLVED, That the attached Authority Governance Committee Charter be

adopted in the form proposed in Exhibit “A;” and be it further

RESOLVED, That the Governance Committee recommend the adoption of the

Authority’s Governance Committee Charter to the Trustees.

1

EXHIBIT ADecember 12, 2017

GOVERNANCE COMMITTEE CHARTER

A. PURPOSE

The purpose of the Governance Committee (“Committee”) is to: keep the Boardof Trustees informed of current best governance practices; review corporate governancetrends; recommend updates to the Authority's corporate governance principles; adviseappointing authorities on the skills and experiences required of potential Trustees;examine ethical and conflict of interest issues; perform Trustee self-evaluations; reviewand recommend by-laws which include rules and procedures for conduct of Trusteebusiness; and perform such other responsibilities as the Trustees shall assign to it.

B. MEMBERSHIP AND ORGANIZATION

(1) Committee Composition

The Committee shall be comprised of not less than three independent members ofthe Board of Trustees. All members shall possess the necessary skills to understand theduties and functions of the Committee. Committee members and the Committee Chairshall be selected by a vote of the Board of Trustees.

(2) Term

Committee members shall serve for a period of five years subject to their term ofoffice under Public Authorities Law § 1003. Committee members may be reelected toserve for additional periods of five years subject to their term of office. A Committeemember may resign his or her position on the Committee while continuing to serve as aTrustee. In the event of a vacancy on the Committee due to death, resignation orotherwise, a successor will be selected to serve in the manner and for the term describedabove.

(3) Removal

A Committee member may be removed if he or she is removed as a Trustee forcause, subject to Public Authorities Law § 2827, or is no longer eligible to serve as aCommittee member.

2

(4) Meetings and Quorum

The Committee shall hold regularly scheduled meetings at least twice per year. ACommittee member may call a special meeting of the Committee individually, or uponthe request of the Authority’s Chair, President and Chief Executive Officer, VicePresident and Chief Ethics and Compliance Officer, Executive Vice President and ChiefOperating Officer, Executive Vice President and General Counsel, or Vice PresidentEnterprise Shared Services.

In addition, the Committee shall meet at least twice per year with the Authority’sVice President and Chief Ethics and Compliance Officer to discuss the effectiveness ofthe organization’s overall ethics and compliance program and reported instances of Codeof Conduct violations. These meetings may be held as part of a regular or special meetingin the Committee’s discretion.

An agenda shall be prepared and distributed to each Committee member prior toeach meeting and minutes shall be prepared in accordance with the New York OpenMeetings Law. A majority of the total Committee composition established pursuant tosection B(1) of this Charter shall constitute a quorum for the purposes of conducting thebusiness of the Committee and receiving reports.

Any meeting of the Committee may be conducted by video conferencing. To theextent permitted by law, the Committee may hold meetings or portions of meetings inexecutive session.

C. FUNCTIONS AND POWERS

(1) Code of Conduct, Ethics, Compliance and Governance Practices

The Committee shall seek to: (1) ensure the effectiveness of management’smonitoring of the Authority’s compliance with the Authority’s Code of Conduct andprograms and Authority policies designed to ensure the Authority’s compliance withlegal and regulatory matters; and (2) promote honest and ethical conduct by AuthorityTrustees, officers and employees to enhance public confidence in the Authority. Toaccomplish these objectives the Committee shall:

a. Review at least annually the Authority’s Code of Conduct, and require theCorporate Secretary to coordinate revisions to the Code for consideration andapproval by the Board of Trustees.

b. Provide oversight and guidance to the Authority’s Vice President and ChiefEthics and Compliance Officer relating to the programs and policies of theAuthority designed to ensure compliance with applicable laws and regulations.

3

c. Advise the Board of Trustees on current best governance practices and trends.

d. Periodically review and as necessary recommend changes to the Authority’sBy-laws.

e. Periodically review and as necessary recommend changes to the Authority’swritten corporate policies, including policies relating to conflicts of interest,corporate governance principles, equal opportunity employment, procurement ofgoods and services, acquisition and disposition of real and personal property orinterests therein, record keeping and reporting of contacts by persons who attemptto influence the Authority’s procurement process, regulations and rateproceedings, and the protection of whistleblowers.

f. Report at least annually to the Board of Trustees on matters relating to theAuthority’s compliance with the Code of Conduct and applicable legal andregulatory matters, and make such recommendations as the Committee deemsappropriate.

(2) Trustee Performance

The Committee shall advise Trustee appointing authorities on the skills andexperiences required of Trustees, and perform Trustee self-evaluations.

(3) Investigations and Meetings

The Committee shall have the authority to authorize investigations into any matterwithin the Committee’s purview. The Committee may retain independent counsel,accountants, or other professionals pursuant to the Authority’s procurement andexpenditure policies and procedures to assist it in the conduct of any such investigations.The Committee shall have the authority to meet with Authority staff on complianceissues.

(4) Hiring

The Committee shall review and make recommendations to the Board of Trusteesconcerning the election and compensation of all officers, consistent with the By-laws, theneeds of the Authority, good organizational management practices and such other criteriathe Committee deems appropriate.

(5) Reports

The Vice President and Chief Ethics and Compliance Officer, the Vice PresidentProcurement, and the Vice President Enterprise Shared Services shall report to theCommittee at all regularly scheduled meetings.

The Committee shall have the authority to require Ethics, Procurement and Real

4

Estate staff to prepare additional reports and to produce documents for Committeereview.

1

July 26, 2011

December 12, 2017

GOVERNANCE COMMITTEE CHARTER

A. PURPOSE

The purpose of the Governance Committee (“Committee”) is to: keep the Board

of Trustees informed of current best governance practices; review corporate governance

trends; recommend updates to the Authority's corporate governance principles; advise

appointing authorities on the skills and experiences required of potential Trustees;

examine ethical and conflict of interest issues; perform Trustee self-evaluations; review

and recommend by-laws which include rules and procedures for conduct of Trustee

business; and perform such other responsibilities as the Trustees shall assign to it.

B. MEMBERSHIP AND ORGANIZATION

(1) Committee Composition

The Committee shall be comprised of not less than three nor more than five

members of the Board of Trustees. At least three members of the Committee shall be

independent members of the Board of Trustees. All members shall possess the necessary

skills to understand the duties and functions of the Committee. Committee members and

the Committee Chair shall be selected by a vote of the Board of Trustees.

(2) Term

Committee members shall serve for a period of five years subject to their term of

office under Public Authorities Law § 1003. Committee members may be reelected to

serve for additional periods of five years subject to their term of office. A Committee

member may resign his or her position on the Committee while continuing to serve as a

Trustee. In the event of a vacancy on the Committee due to death, resignation or

otherwise, a successor will be selected to serve in the manner and for the term described

above.

(3) Removal

A Committee member may be removed if he or she is removed as a Trustee for

cause, subject to Public Authorities Law § 2827, or is no longer eligible to serve as a

Committee member.

2

(4) Meetings and Quorum

The Committee shall hold regularly scheduled meetings at least three times twice

per year. A Committee member may call a special meeting of the Committee

individually, or upon the request of the Authority’s Chair, President and Chief Executive

Officer, Vice President of Labor Relations and Chief Ethics and Compliance Officer,

Executive Vice President and Chief Operating Officer, Executive Vice President and

General Counsel, or Vice President Enterprise Shared Services.

In addition, the Committee shall meet at least twice three times per year with the

Authority’s Vice President of Labor Relations and Chief Ethics and Compliance Officer

to discuss the effectiveness of the organization’s overall ethics and compliance program

and reported instances of Code of Conduct violations. These meetings may be held as

part of a regular or special meeting in the Committee’s discretion.

An agenda shall be prepared and distributed to each Committee member prior to

each meeting and minutes shall be prepared in accordance with the New York Open

Meetings Law. A majority of the total Committee composition established pursuant to

section B(1) of this Charter shall constitute a quorum for the purposes of conducting the

business of the Committee and receiving reports.

Any meeting of the Committee may be conducted by video conferencing.

To the extent permitted by law, the Committee may hold meetings or portions of

meetings in executive session.

C. FUNCTIONS AND POWERS

(1) Code of Conduct, Ethics, Compliance and Governance Practices

The Committee shall seek to: (1) ensure the effectiveness of management’s

monitoring of the Authority’s compliance with the Authority’s Code of Conduct and

programs and Authority policies designed to ensure the Authority’s compliance with

legal and regulatory matters; and (2) promote honest and ethical conduct by Authority

Trustees, officers and employees to enhance public confidence in the Authority. To

accomplish these objectives the Committee shall:

a. Review at least annually the Authority’s Code of Conduct, and require the

Corporate Secretary to coordinate make revisions to the Code for consideration

and approval by the Board of Trustees.

b. Provide oversight and guidance to the Authority’s Vice President of Labor

Relations and Chief Ethics and Compliance Officer relating to the programs and

policies of the Authority designed to ensure compliance with applicable laws and

regulations.

3

c. Advise the Board of Trustees on current best governance practices and trends.

d. Periodically review and as necessary recommend changes to the Authority’s

By-laws.

e. Periodically review and as necessary recommend changes to the Authority’s

written corporate policies, including policies relating to conflicts of interest,

corporate governance principles, equal opportunity employment, procurement of

goods and services, acquisition and disposition of real and personal property or

interests therein, record keeping and reporting of contacts by persons who attempt

to influence the Authority’s procurement process, regulations and rate

proceedings, and the protection of whistleblowers.

f. Report at least annually to the Board of Trustees on matters relating to the

Authority’s compliance with the Code of Conduct and applicable legal and

regulatory matters, and make such recommendations as the Committee deems

appropriate.

(2) Trustee Performance

The Committee shall advise Trustee appointing authorities on the skills and

experiences required of Trustees, and perform Trustee self-evaluations.

(3) Investigations and Meetings

The Committee shall have the authority to authorize investigations into any matter

within the Committee’s purview. The Committee may retain independent counsel,

accountants, or other professionals pursuant to the Authority’s procurement and

expenditure policies and procedures to assist it in the conduct of any such investigations.

The Committee shall have the authority to meet with Authority staff on compliance

issues.

(4) Hiring

The Committee shall review and make recommendations to the Board of Trustees

concerning the election and compensation of all statutory and non-statutory officers,

consistent with the By-laws, the needs of the Authority, good organizational management

practices and such other criteria the Committee deems appropriate.

4

(5) Reports

The Vice President of Labor Relations and Chief Ethics and Compliance Officer,

and the Vice President Procurement, and the Vice President Enterprise Shared Services

Director Real Estate shall report to the Committee at all regularly scheduled meetings.

The Committee shall have the authority to require Ethics, Procurement and Real

Estate staff to prepare additional reports and to produce documents for Committee

review.

MINUTES OF THE MEETINGOF THE

GOVERNANCE COMMITTEE

September 26, 2017

Table of Contents

Subject Page No. Exhibit

Introduction 2

1. Adoption of the Proposed Meeting Agenda 3

2. CONSENT AGENDA: 4

a. Minutes of the Regular Meeting held on July 25, 2017 5

b. Canal Corporation - Guidelines for Disposal of Personal 6 2b-AProperty

c. Canal Corporation - Ethics & Compliance Program and 7Technical Compliance Utility Operations

3. DISCUSSION AGENDA: 11

a. Appointment of Treasurer 11

4. Next Meeting 12

Closing 13

September 26, 2017

1

Minutes of the regular meeting of the New York State Canal Corporation’s GovernanceCommittee held at the Clarence D. Rappleyea Building, 123 Main Street, White Plains, New York,at approximately 8:00 a.m.

The following Members of the Governance Committee were present:

Trustee Eugene L. Nicandri, Acting ChairTrustee John R. Koelmel, MemberTrustee Tracy McKibben, Member

Trustee Anne M. Kress, ExcusedTrustee Anthony Picente, Jr. - Excused

Also in attendance were:

Dennis G. Trainor TrusteeGil Quiniones President and Chief Executive OfficerJustin Driscoll Executive Vice President and General CounselKaren Delince Vice President and Corporate SecretaryGenevieve Fabela TreasurerLorna Johnson Senior Associate Corporate SecretarySheila Baughman Senior Assistant Corporate SecretaryJaiah Gottor Lead Network Analyst – InfrastructureGlen Martinez Senior Network Analyst – Infrastructure

Acting Chair Nicandri presided over the meeting. Corporate Secretary Delince kept the Minutes.

September 26, 2017

2

Introduction

Acting Chair Nicandri welcomed committee members and Authority senior staff to

the meeting. He said the meeting had been duly noticed as required by the Open

Meetings Law and called the meeting to order pursuant to Section B(4) of the Governance

Committee Charter.

September 26, 2017

3

1. Adoption of the Proposed Meeting Agenda

Upon motion made by Trustee McKibben and seconded by Trustee Koelmel, the Agenda

for the meeting was adopted.

September 26, 2017

4

2. CONSENT AGENDA:

Upon motion made by Trustee Koelmel and seconded by Trustee McKibben, the Consent

Agenda was approved.

September 26, 2017

5

a. Approval of the Minutes

Upon motion made and seconded, the Minutes of the Committee’s Regular Meeting of

July 25, 2017 were approved.

September 26, 2017

6

b. Canal Corporation - Guidelines for Disposal of Personal Property

The Vice President - Procurement and Strategic Supply Management submitted thefollowing report:

“SUMMARY

The Governance Committee is requested to review and recommend for approval bythe full Board of Directors, the Guidelines for the Disposal of Personal Property by theCanal Corporation.

BACKGROUND and DISCUSSION

Pursuant to the implementation of the Public Authorities Accountability Act of 2005(‘PAAA’), as amended, the Governance Committee reviews the Guidelines for the Disposal ofPersonal Property annually, and approves any changes to such Guidelines. These Guidelineshave been revised to reflect the recent transfer of management responsibility of the Corporationto the New York Power Authority.

The Governance Committee is requested to review the revisions to the respectiveGuidelines (as set forth in the redlined copies attached hereto as Exhibit 2b-A, and, if appropriate,to recommend adoption by the full Board at the meeting to be held on September 26, 2017.”

September 26, 2017

7

c. Canal Corporation - Ethics & Compliance Programand Technical Compliance Utility Operations

The Vice President and Chief Ethics & Compliance Officer submitted the following report:

“SUMMARY

The Office of Ethics and Compliance (‘E&C Office’) advises the NYS Canal Corporation(‘Canals’) trustees, officers and employees on the legal, regulatory and Code of Conduct ethicsand compliance standards relating to Canals employees and operations. It coordinates theinvestigation of allegations and concerns involving Canals assets and employees. This reporthighlights significant developments of the Canals ethics and compliance program since the mostrecent Governance Committee meeting on July 25, 2017.

BACKGROUND

NYPA’s E&C Office has been responsible for the Canals Ethics and Compliance program(‘E&C Program’) since January 1, 2017. Several ethics related cases referred to the NYSInspector General’s Office or the NYS Joint Commission on Public Ethics (‘JCOPE’) prior to theCanals transition from the Thruway Authority to NYPA remain pending. NYPA continues toprovide interpretative guidance to Canals staff and facilitates Canals compliance with applicablerules and regulations.

DISCUSSION

Communications

Canals October newsletter will feature an article about the ethics and complianceprogram and the updates being implemented for employees. This article seeks to engageemployees and provide them with additional information about whom to contact when they haveethics or compliance related questions and concerns. The article features the toll free EmployeeConcerns Line number (877-TEL-NYPA). To date, various Canals employees have utilized thisreporting mechanism to raise concerns and inquiries.

The E&C Office is facilitating the scheduling of Government Integrity training to beprovided by the NYS Inspector General’s Office at Canals facilities. The training content willinclude a review of the Public Officers Law ethics requirements and the statutory obligation of allstate employees to report instances of fraud, waste and abuse to the Inspector General. TheE&C Office will collaborate with the Inspector General and ensure that the training and ethicsexpectations are communicated throughout Canals at its headquarters and field locations.

Emerging Caseload

The pie chart below contains a substantive breakdown of the Canals inquiries and casesevaluated since the most recent Governance Committee meeting. It reflects a diverse array ofsubstantive issues affecting various employees located at multiple Canals facilities. Familiaritywith utilizing NYPA’s E&C Office has increased as outreach efforts continue and employeesengage in productive interactions in response to their inquiries. Canals management has beensupportive of the E&C Office’s efforts to promote a culture of integrity and transparent conduct.

September 26, 2017

8

Among various initiatives, an audit is being performed to assess the issuance andadministration of non-boating permits and impacts to revenue and proper internal controls.

The E&C Office reviewed three prospective new hires which are related to current Canalsemployees. All of these requests were approved with guidelines that disallow any supervisoryreporting relationship or employment responsibilities between the relatives.

A management employee disclosed outside employment as an adjunct professorteaching at a SUNY campus.

Financial Disclosure

There are no updates in the financial disclosure category at this time. The NYS JointCommission on Public Ethics advised the E&C Office that all required Canals filers havecompleted their 2016 Financial Disclosure Statements.

Project Sunlight

NYPA has been processing Project Sunlight entries for Canals meetings which fall underthe reporting requirements of the Public Integrity Reform Act of 2011. This ethics requirementpromotes transparency in state government as it affords the public the opportunity to view theProject Sunlight database and ascertain the entities which seek to conduct business with orinfluence official decisions of state agencies and authorities. The most frequent categories ofProject Sunlight covered appearances include procurement and rate-making business activities.The E&C Office will provide additional training to Canals employees on Project Sunlight’srequirements and reporting process. There has been a marked increase in Project Sunlightcovered appearances and reporting since NYPA assumed control of Canals in January 2017.

Public Authorities Reform Act (PARA)

Among various PARA statutory requirements, there are certain reports and otherinformation which are legally mandated to be filed with external stakeholders and posted on theCanals website while being kept current throughout the year. The E&C Office is coordinating theidentification and posting of these required documents to ensure Canals PARA compliance. Inaddition, we are in the process of identifying all Federal and New York State reporting andtraining requirements applicable to Canals. This includes collaboration with the subject area

37%

12%12%

13%

13%

13%

Ethics Cases July-August

Nepotism Audit work

Post employment Appearance of impropriety

Outside employment Criminal conduct

September 26, 2017

9

compliance owners and will result in an electronic inventory which will be monitored and updatedon an annual basis.”

TECHNICAL COMPLIANCE---UTILIY OPERATIONS

“SUMMARY

This report highlights important aspects of NYPA’s Technical Compliance support for theCanal Corporation (Canals) and related integration activities for the period July 25, 2017 toSeptember 26, 2017. A brief background statement is followed by discussion of specificTechnical Compliance-related topics affecting the enterprise.

BACKGROUND

As part of the overall integration activities, the following groups within TechnicalCompliance worked with the Canals and NYS Thruway personnel to ensure a seamless transitionfor their respective core functions. These groups are Physical Infrastructure Security, EmergencyManagement, and Code Compliance. Post-integration activities are discussed in this report.

DISCUSSION

Physical Infrastructure Security and Emergency Management

As part of the Utility Operations team supporting the Canals, Physical InfrastructureSecurity continued to provide appropriate security access controls. In June a decision was madeto release the contract security personnel that were placed at the Canals’ offices for the transition.These contract security guards were released mid-June. The service agreements for contractsecurity personnel which were put in place prior to NYPA taking full-control of the Canals remainin place and allow for the deployment of contract security personnel to Canals’ locations, ifneeded.

Physical Infrastructure Security worked with Canals’ personnel to prepare a scope ofwork for a physical security system for selected Canals’ facilities. The scope provided forstandardized installations for access control and CCTV at the Canals’ offices and established acorporate security platform, which can be rolled out to other Canals’ locations. This systeminstallation is expected to be completed in 2017.

Physical Infrastructure Security continued to have discussions with key Canals’stakeholders regarding the execution of a security assessment. Canals’ stakeholders provided alisting of locations and an assessment template was developed. Physical Infrastructure Securityand Canals’ personnel are working together to prioritize the list of locations that will be assessed.Physical Infrastructure Security met with the Canals’ Security Guard provider to discuss thepossibility of using its personnel to gather the initial site specific assessment data. Follow-upmeetings are scheduled to ensure a completion of the assessment in 2017.

Emergency Management continued to work with a consultant and Canals’ personnel todevelop a more formal Emergency Management Program for the Canals consistent with NYPAand NYS practices. Meetings were held with Canals’ stakeholders to develop and evaluate theneed for the program governance and structure, and how to socialize the program with Canals’staff. Given the importance of being prepared for the navigation season, the programdocumentation to support the navigation season were either revised or developed prior to theopening of the Canals’ facilities. These documents include:

• Emergency Management Program Administration Policy;

• Incident Response Procedure;

September 26, 2017

10

• Movable Dam Lifting Procedure;

• Duty Officer Procedure;

• Bomb Threat Procedure;

• Serious Marine Incident Procedure;

• Post Event Inspection Procedure; and

• Emergency Management Committee Charter

Training, drills, and exercises are vital components of the Emergency ManagementProgram. A training session was held with Canals’ Operations and Maintenance managementstaff (including Duty Officers) on the new program direction. Since the navigation seasonoverlaps with the Atlantic Hurricane Season, a Tabletop Exercise of the movable dam liftingprocedure was conducted on May 10, 2017 with Canals’ Operations and Maintenancemanagement staff (including Duty Officers). The Emergency Management Program will continueto mature through 2017 and beyond. As part of this maturity, the Emergency Management Groupled an effort with Information Technology / Cyber Security and Risk, to develop and refreshCanals’ protocols for incident response and notification management. This effort will becompleted by September 30.

Code Compliance

As the Canals is not a self-permitting agency under Title 19 – Part 1204, NYPA’s CodeCompliance Group is the Authority having jurisdiction over any building, premise, and equipmentin the custody of the Canals with respect to the administration and enforcement of the UniformCode.

NYPA’s Code Compliance Group continued to work with Canals’ personnel in executingits work plan, which includes activities such as hiring contract support, conducting an assessmentof major facilities, developing governance, and socializing the code compliance program.Additionally, NYPA Code Compliance continued to work with the Law Department to engage theNYS Department of State to initiate the process to make the Canals a separate self-permittingagency with respect to the administration and enforcement of the Uniform Code.”

September 26, 2017

11


a. Appointment of Treasurer

The President and Chief Executive Officer submitted the following report:

“SUMMARY

The members of the Governance Committee are requested to recommend to theAuthority’s Trustees and the Canal Corporation’s (‘Canals’) Board of Directors, the appointment,effective immediately, of Genevieve Fabela as Treasurer, with an annual salary of $158,620.

BACKGROUND AND DISCUSSION

The appointment of officers is governed by Article IV of the Authority Bylaws, whichprovides that the officers shall be appointed by formal resolution adopted by the Trustees uponthe recommendation of the Governance Committee at any annual, regular or special meeting ofthe Trustees. The Authority’s Governance Committee Charter further provides that theCommittee shall review and make recommendations to the Board of Trustees concerning theelection and compensation of all officers, consistent with the By-laws, the needs of the Authority,good organizational management practices and such other criteria the Committee deemsappropriate.

The Canals’ Bylaws, Article IV, provides that officers shall be appointed by formalresolution adopted by the Board at any regular or special meeting.

RECOMMENDATION

Pursuant to the Authority’s and Canals’ Bylaws and the Authority’s GovernanceCommittee Charter, I hereby request that the Governance Committee recommends to theAuthority’s Board of Trustees and the Canals’ Board of Directors, the appointment of GenevieveFabela as Treasurer, with an annual salary of $158,620, effective immediately.”

Upon motion made by Trustee Koelmel and seconded by Trustee McKibben, themembers approved the recommendation, as submitted by the President and Chief ExecutiveOfficer, that the Canal Corporation’s Board of Directors approves the following resolution.

RESOLVED, That pursuant to Article IV, of theAuthority’s and Canal Corporation’s By-Laws, the GovernanceCommittee hereby recommends the appointment ofGenevieve Fabela as Treasurer, effective immediately, at anannual salary of $158,620 to hold office until her successor ischosen and qualified or her earlier removal, resignation ordeath.

September 26, 2017

12

4. Next Meeting

Acting Chair Nicandri said that the next regular meeting of the Governance Committee is

to be held on Tuesday, December 12, 2017 at a time to be determined.

September 26, 2017

13

Closing

Upon motion made by Trustee Koelmel and seconded by Trustee McKibben, the meeting

was adjourned by the Acting Chair of the Committee at approximately 8:10 a.m.

Karen Delince

Karen DelinceCorporate Secretary

September 26, 2017

EXHIBITSFor

September 26, 2017

Canal - Governance

Committee

Meeting Minutes

Exhibit A September 26, 2017














1


To: THE CANAL CORPORATION BOARD OF DIRECTORS

From: VICE PRESIDENT AND CHIEF ETHICS & COMPLIANCE OFFICER

Subject: Canal Corporation Ethics & Compliance Program and Technical Compliance

Utility Operations

SUMMARY

The Office of Ethics and Compliance (“E&C Office”) advises the NYS Canal Corporation(“Canals”) directors, officers and employees on the legal, regulatory and Code of Conduct ethics andcompliance standards relating to Canals employees and operations. It coordinates the investigation ofallegations and concerns involving Canals assets and employees. This report highlights significantdevelopments of the Canals ethics and compliance program since the most recent GovernanceCommittee meeting on September 26, 2017.

BACKGROUND

NYPA’s E&C Office has been responsible for the Canals Ethics and Compliance program (“E &C Program”) since January 1, 2017. Several ethics related cases referred to the NYS InspectorGeneral’s Office or the NYS Joint Commission on Public Ethics (“JCOPE”) prior to the Canals transitionfrom the Thruway Authority to NYPA remain pending. NYPA continues to provide interpretativeguidance to Canals staff and facilitates Canals compliance with applicable rules and regulations.

DISCUSSION

Communications

The Canals monthly October newsletter featured an article about the E & C Program and theupdates being implemented for employees, including policies and forms revisions and traininginitiatives. The article sought to engage employees and provide them with additional information aboutwhom to contact when they have ethics or compliance related questions or concerns. The articlehighlighted the toll free Employee Concerns Line number (877-TEL-NYPA), which has been utilized byCanals employees since its activation.

The E&C Office continues to facilitate Government Integrity training to be provided by the NYSInspector General’s Office at Canals facilities. This training was originally intended to be delivered inthe 4th quarter but was postponed by the Inspector General due to scheduling conflicts. The trainingcontent will include a review of the Public Officers Law ethics requirements and the statutory obligationof all state employees to report instances of fraud, waste and abuse to the Inspector General.

The E & C Office developed and delivered procedures to assist hiring managers incommunicating the most often asked about sections of the Public Officers Law, including FinancialDisclosure and outside employment procedures.

2

An internal gifts and outside employment reminder memo will be issued in December to allCanals employees.

Emerging Caseload

The graph below illustrates a breakdown of the Canals inquiries and cases evaluated since the

most recent Governance Committee meeting. It reflects the types of substantive issues affecting

various employees located at multiple Canals facilities. Frequency utilizing NYPA’s E&C Office has

increased as outreach efforts continue and employees experience productive interactions in response

to their inquiries. Canals management has been supportive of the E&C Office’s efforts to promote a

culture of integrity and transparent conduct.

Two Canals employees were found to have accepted a lunch from a disqualified source duringa routine audit of expenses submitted by the vendor. Both employees were counseled concerningaccepting gifts from vendors. Canals employees are precluded from accepting items of more thannominal value from Canals business partners.

There have been two instances of workplace violence claims from Canals staff recently. In thefirst instance, an employee was terminated after being placed on leave. The second reported incidentis under review at this time. The E & C Office is collaborating with Canals management, NYPA’sHuman Resources Employee Relations group and Law Department during these investigations.

Financial Disclosure

There are no updates in the financial disclosure category at this time. The NYS JointCommission on Public Ethics advised the E&C Office that all required Canals filers have completedtheir 2016 Financial Disclosure Statements.

33%

8%17%

17%

25%

September-December

Nepotism Allegations

Post employment Appearance of impropriety

General Inquiries

3

Policy and Form Review

The E & C Office is currently updating the “Outside Employment and Activities Review” and“Project Sunlight” forms currently utilized by NYPA staff which will be added to the Canals website. TheNYPA and Canals websites are configured on different platforms. NYPA’s website allows forcompletion and automatic distribution of online forms to the appropriate department, while the Canalssite is currently able to host a form that can be printed and submitted manually. Hard copy forms arebeing rebranded to reflect the Canals logo rather than the Thruway Authority.

The E & C Office intends to update Canals Code of Conduct in 2018.

Public Authorities Reform Act (PARA)

Among various PARA statutory requirements, there are certain reports and other informationwhich are legally mandated to be filed with external stakeholders and posted on the Canals websitewhile being kept current throughout the year. The E&C Office is coordinating the identification andposting of these required documents to ensure Canals PARA compliance. In addition, we are in theprocess of identifying all Federal and New York State reporting and training requirements applicable toCanals. This includes collaboration with the subject area compliance owners and will result in anelectronic inventory which will be monitored and updated on an annual basis.

4

TECHNICAL COMPLIANCE – UTILITY OPERATIONS

SUMMARY

This report highlights important aspects of NYPA’s Technical Compliance support for the Canal

Corporation (Canals) and related integration activities for the period September 26, 2017 to December

12, 2017. A brief background statement is followed by discussion of specific Technical Compliance-

related topics affecting the enterprise.

BACKGROUND

As part of the overall integration activities, the following groups within Technical Compliance

worked with the Canals and NYS Thruway personnel to ensure a seamless transition for their

respective core functions. These groups are Physical Infrastructure Security, Emergency Management,

and Code Compliance. Post-integration activities are discussed in this report.

DISCUSSION

Physical Infrastructure Security and Emergency Management

As part of the Utility Operations team supporting the Canals, Physical Infrastructure Security

continued to provide appropriate security access controls. A contract with Champion Security Services

(a NYS Certified SDVOB) continues to be in place with language to support ad-hoc security guard and

investigative needs. Physical Infrastructure Security continued to have discussions with key Canals’

stakeholders regarding the execution of a security assessment. Canals’ stakeholders provided a listing

of locations and an assessment template was developed. Physical Infrastructure Security and Canals’

personnel are working together to prioritize the list of locations that will be assessed. Physical

Infrastructure Security met with the Canals’ Security Guard provider to discuss the possibility of using

its personnel to gather the initial site specific assessment data. Assessments have begun.

Physical Infrastructure Security received a request from Canals to support the relocation of the

Syracuse office and equip the new space with an access control system. Physical Infrastructure

Security and the Canals team are working towards that goal. Physical Infrastructure Security has also

received a request to work with the Canal Corp to develop and issue Canal Corp Photo ID Credential.

Physical Infrastructure Security has also assisted the Canals stakeholders in a number of security

related investigations.

Emergency Management continued to work with a consultant and Canals’ personnel to develop

a more formal Emergency Management Program for the Canals consistent with NYPA and NYS

practices. In addition to prior Meetings with Canals’ stakeholders to develop and evaluate the need for

the program governance and structure, this engagement includes strategies to socialize the program

with Canals’ staff. Emergency Management completed a refresh of Canals’ protocols for incident

response and notification management. A documented Canal Incident Response & Notification

Management Guide was developed and issued to key Canal responders. NYPA Emergency

Management conducted a formal meeting with Canal’s staff to introduce the guide and answer any

questions related to the new process.

5

Code Compliance

As the Canals is not a self-permitting agency under Title 19 – Part 1204, NYPA’s Code

Compliance Group is the Authority having jurisdiction over any building, premise, and equipment in the

custody of the Canals with respect to the administration and enforcement of the Uniform Code.

NYPA’s Code Compliance Group continued to work with Canal personnel in executing its work

plan. The following are the major areas with ongoing activities:

• NYPA and Canals staff completed the initial fire safety inspections at all Canal facilities

• Continued searching for qualified contract personnel to support Canals staff

• Governance procedures have been drafted and are in the review and approval process to

establish an independent compliance program

• Continued to work with Canals management to develop a procedure and personnel structure

that will allow Canals to become a separate self-permitting agency with respect to the

administration and enforcement of the Uniform Code.

123 Main Street, White Plains, NY 10601 │ 914-681-6200 │ www.nypa.gov

Memorandum


To: GOVERNANCE COMMITTEE

From: CHAIRMAN

Subject: Committee Appointments

SUMMARY

The Governance Committee is requested to review the committee appointments indicatedbelow and to recommend its adoption to the Authority’s Trustees and the Canal Corporation Boardof Directors.

BACKGROUND and DISCUSSION

The following changes in committee composition are recommended for adoption (Changeindicated in bold.)

Audit CommitteeEugene L. Nicandri (Chair), John R. Koelmel, Anne Kress, Anthony J. Picente, Jr., Tracy B.McKibben

Finance CommitteeTracy B. McKibben (Chair), John R. Koelmel, Anne M. Kress, Anthony J. Picente, Jr., Michael A.L.Balboni

Governance CommitteeAnne M. Kress (Chair), John R. Koelmel, Eugene L. Nicandri, Anthony J. Picente, Jr., Dennis G.Trainor

Cyber and Physical Security CommitteeMichael A.L. Balboni (Chair), John R. Koelmel, Eugene L. Nicandri, Tracy B. McKibben,Dennis G. Trainor

RECOMMENDATION

I recommend the above-requested action.

John R. KoelmelAuthority and Canal Corporation Chair

123 Main Street, White Plains, NY 10601 │ 914-681-6200 │ www.nypa.gov

R E S O L U T I O N

RESOLVED, That the Governance Committee recommends that the Trustees and the Canal Board

of Directors adopt the following Committee Appointments:

Audit CommitteeEugene L. Nicandri (Chair), John R. Koelmel, Anne Kress, Anthony J. Picente, Jr., Tracy B.McKibben

Finance CommitteeTracy B. McKibben (Chair), John R. Koelmel, Anne M. Kress, Anthony J. Picente, Jr., Michael A.L.Balboni

Governance CommitteeAnne M. Kress (Chair), John R. Koelmel, Eugene L. Nicandri, Anthony J. Picente, Jr., Dennis G.Trainor

Cyber and Physical Security CommitteeMichael A.L. Balboni (Chair), John R. Koelmel, Eugene L. Nicandri, Tracy B. McKibben,Dennis G. Trainor

December 12, 2017

Next Meeting

The next regular meeting of the Governance Committee is to be held on Tuesday, March20, 2018 at the Clarence D. Rappleyea Building in White Plains, New York.

Documents

1- Governance AGENDA · 2017-12-13 · PROPOSED AGENDA Joint Authority and Canal Governance Committee Meeting December 12, 2017, 2016 – 8:30 a.m. Clarence D. Rappleyea Building,