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MINUTES OF THE ANNUAL JOINT MEETINGOF THE

POWER AUTHORITY OF THE STATE OF NEW YORK ANDNEW YORK STATE CANAL CORPORATION

March 26, 2019

Table of Contents

Subject Page No. Exhibit

Introduction 2

1. Adoption of the March 26, 2019 Proposed 3Meeting Agenda

2. Motion to Conduct an Executive Session 4

3. Motion to Resume Meeting in Open Session 5

4. CONSENT AGENDA: 6

a. Governance Matters 7

i. Minutes of the Regular Joint Meeting of the 7New York Power Authority’s Trustees andCanal Corporation’s Board of Directors heldon January 30, 2019

ii. Appointment of Acting Executive Vice President 8and Chief Financial Officer -- Resolution

b. Power Allocations 9

i. Extension of the Industrial Incentive Award 9to Pratt Paper (NY), Inc. and EconomicDevelopment Plan

ii. Transfer of Recharge New York Power, Expansion 10Power and High Load Factor Power

iii. Recharge New York Power – Revised Contract Form 16 4b iii-A

c. Energy Efficiency 19

i. Operations and Maintenance Program for Outdoor 19Lighting – Authorization for Program

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d. Procurement (Services) Contracts 22

i. Procurement (Services) and Other Contracts – 22 4d i-ABusiness Units and Facilities – Awards, 4d i-BExtensions and/or Additional Funding

e. Capital Expenditure Authorization Requests 32

i. Niagara Power Project – Robert Moses Power 32Project Life Extension and ModernizationProgram – Capital Expenditure AuthorizationRequest

f. Finance 34

i. Release of Funds in Support of the Western New 34York Power Proceeds Allocation Act

ii. Release of Funds in Support of the Northern New 38York Power Proceeds Allocation Act

iii. Release of Funds in Support of the New York State 43Canal Corporation

iv. New York Power Authority Other Post-Employment 46Benefits Trust: Selection of Investment Managers

g. Annual Reports 50

i. 2018 Financial Reports Pursuant to Section 2800 50 4g i-Aof the Public Authorities Law and Regulations of 4g i-Bthe Office of the State Comptroller

ii. Annual Review and Approval of Guidelines for the 53 4g ii-AInvestment of Funds and 2018 Annual Report onInvestment of Authority Funds

iii. Annual Review and Approval of Guidelines for and 57 4g iii-AAnnual Report of the Disposal of Personal Property 4g iii-A-1

iv. Annual Report of Procurement Contracts, Guidelines 59 4g iv-A-1 –for Procurement Contracts and Annual Review of 4g iv-A-3Open Procurement Service Contracts

v. Approval of Revised Expenditure Authorization 61 4g v-AProcedures

vi. Annual Review and Approval of Guidelines and 63 4g vi-A –Procedures for the Disposal of Real Property, 4g vi-CAcquisition of Real Property, Annual Reports for 4g vi-C-1The Disposal and Acquisition of Real Property 4g vi-Dand Expenditure Authorization Procedures

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vii. Annual Review and Approval of Certain Policies 66 4g vii-A –for NYPA and Canal Corporation 4g vii-I

viii. Annual Report on New York Power Authority’s 69 4g viii-AStrategic Plan

ix. 2018 Annual Board of Directors Evaluation Pursuant 71 4g ix-Ato Sections 2800 and 2824 of the Public AuthoritiesLaw and Guidance of the Authorities Budget Office

h. Real Estate 73

i. Lease of Communications Tower Space – 73One World Trade Center, New York

i. Canal Corporation 75

i. Procurement (Services) Contract - Canalway Trail 75from New Swamp Road to Fort Ann - Contract Award

ii. Procurement (Services) Contract - Canal Corporation 77Share of NYS Department of Transportation Contractfor Erie Canal Lift Bridge Rehabilitations in Fairportand Spencerport - Contract Award

iii. Procurement (Services) Contract – On-Call Construction 80Management – Additional Funding Request

iv. Procurement (Services) Contract - On-Call Engineering 82Services – Additional Funding Request

v. Annual Review and Approval of Guidelines and 84 4i v-A –Procedures for the Disposal of Real Property, 4i v-CGuidelines and Procedures for the Acquisition ofReal Property and Annual Reports for the Disposaland Acquisition of Real Property

vi. Annual Report of Procurement Contracts, Guidelines 87 4i vi-A-1 –for Procurement Contracts and Annual Review of 4i vi-A-3Open Procurement Service Contracts

vii. Annual Review and Approval of Guidelines for and 89 4i vii-AAnnual Report of the Disposal of Personal Property 4i vii-A-1

viii. Approval of Revised Expenditure Authorization Procedures 91 4i viii-A

ix. Naming of New Canal Corporation Vessels 93

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5. DISCUSSION AGENDA: 95

a. Strategic Initiatives 95

i. President and Chief Executive Officer’s Report 95 5a i-A

b. Financial Operations 97

i. Chief Financial Officer’s Report 97 5b i-A

c. Utility Operations 98

i. Chief Operations Officer’s Report 98 5c i-A

1. Procurement (Services) Contract – 99Communication Backbone Program andMoses-Adirondack Smart Path ReliabilityProject – Optical Ground Wire Cableand Hardware – Contract Awards

Resolution

2. Procurement (Services) Contract – Robert Moses 102Upper Head Gate Rail Slot and Stop Log RailRefurbishment Project – Contract Award

Resolution

d. Commercial Operations 105

i. Chief Commercial Officer’s Report 105 5d i-A

1. Economic Development Allocations and Awards: 107

a. Recharge New York Power Allocations 107 5d i-1a-A –Resolution 5d i-1a-F

5d i-1a-G

b. Recharge New York Power – Allocation 114 5d i-1b-AExtensions 5d i-1b-B

Resolution 5d i-1b-C

c. Replacement Power Allocation 119 5d i-1c-AResolution

d. Municipal Electric Utility and Rural Electric 122 5d i-1d-ACooperative Systems Hydropower Contract 5d i-1d-Band Notice of Public Hearing

Resolution

e. Award of Fund Benefits from the Western New 122 5d i-1e-AYork Economic Development Fund 5d i-1e-A-1Recommended by the Western New York 5d i-1e-BPower Proceeds Allocation Board

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Resolution


f. Proposed Contract for the Sale of 130 5d i-1f-APreservation Power – Notice ofPublic Hearing

Resolution

6. Informational Item: Strategic Plan 2030 - The Climate Change 136 6-AImperative

7. Board Resolution: Robert Lurie 138 7-A

8. Board Committee Reports: 144

a. Governance Committee Report 144

b. Audit Committee Report 145

9. Next Meeting 146

Closing 147

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Minutes of the annual joint meeting of the New York Power Authority and Canal Corporation heldat the Clarence D. Rappleyea Building at 123 Main Street, White Plains, New York at approximately10:06 a.m.

Members of the Boards present were:

John R. Koelmel, ChairmanEugene L. Nicandri, Vice ChairmanDr. Anne M. KressAnthony J. Picente, Jr.Michael A.L. BalboniDennis G. Trainor

Tracy McKibben - Excused----------------------------------------------------------------------------------------------------------------------------------------------------Gil Quiniones President and Chief Executive OfficerJustin Driscoll Executive Vice President and General CounselJoseph Kessler Executive Vice President and Chief Operating OfficerRobert Lurie Executive Vice President and Chief Financial OfficerKristine Pizzo Executive Vice President and Chief Human Resources & Administrative OfficerSarah Salati Executive Vice President and Chief Commercial OfficerLee Garza Senior Vice President – Financial Operations & Acting ControllerAngela Gonzalez Senior Vice President – Internal AuditKimberly Harriman Senior Vice President Public & Regulatory AffairsRobert Piascik Senior Vice President and Chief Information OfficerSoubhagya Parija Senior Vice President and Chief Risk OfficerKaren Delince Vice President and Corporate SecretaryJohn Canale Vice President – Strategic Supply ManagementKenneth Carnes Vice President – Critical Secure Services and CISORuth Colon Vice President – Enterprise Shared ServicesKeith Hayes Vice President – Economic DevelopmentPatricia Lombardi Vice President – Project ManagementDaniella Piper Vice President – Digital Transformation Office / Acting Chief of StaffEthan Riegelhaupt Vice President – Corporate CommunicationsScott Tetenman Vice President – FinanceSusan Craig Director – Media RelationsMary Cahill Manager – Executive OfficeGerard McLoughlin Manager – Business Power Allocations & ComplianceBenjamin Miga Deputy TreasurerMichael Tarney Senior Investment Manager – TreasuryCarley Hume Strategy Project Manager – Strategy Planning & DeliveryMatthew Lichtash Electric Transportation Analyst – Strategy Planning & DeliveryPhilip Kamrass Communications Specialist I – Photography ServicesLorna Johnson Senior Associate Corporate SecretarySheila Quatrocci Associate Corporate SecretaryMegan Bertino Staff Attorney – CTI Towers

Intern

Chairman Koelmel presided over the meeting. Corporate Secretary Delince kept the Minutes.

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Introduction

Chairman Koelmel welcomed the Board and staff members who were present at the meeting. He

said that the meeting had been duly noticed as required by the Open Meetings Law and called the

meeting to order pursuant to the Authority’s Bylaws, Article III, Section 3.

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1. Adoption of the March 26, 2019 Proposed Meeting Agenda

Upon motion made by Vice Chairman Nicandri and seconded by member Dennis Trainor, the

meeting Agenda was adopted, as amended.

Conflicts of Interest

Chairman Koelmel, Vice Chairman Nicandri and members Picente, Balboni and Trainor declared

no conflicts of interest based on the list of entities previously provided for their review.

Member Anne Kress declared a conflict of interest as indicated below and said she would not

participate in the discussion or vote as it relates to that matter.

• Bergmann Associates, Architects, Engineers, Landscape Architects & Surveyors, DPC (#4i iii)

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2. Motion to Conduct an Executive Session

“Mr. Chairman, I move that the Board conduct an Executive Session to discuss the

financial and credit history of a particular corporation.” On motion made by member Michael

Balboni and seconded by member Anthony Picente, the members held an executive session.

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3. Motion to Resume Meeting in Open Session

“Mr. Chairman, I move to resume the meeting in Open Session.” On motion made by Vice

Chairman Nicandri and seconded by member Anne Kress, the meeting resumed in Open Session.

Chairman Koelmel said that no votes were taken during the Executive Session.

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4. CONSENT AGENDA:

On motion made by member Michael Balboni and seconded by member Anne Kress, the

Consent Agenda was approved.

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a. Governance Matters:

i. Approval of the Minutes

The Minutes of the Regular Joint Meeting of the New York Power Authority’s Trustees and Canal

Corporation’s Board of Directors held on January 30, 2019 were unanimously adopted.

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ii. Appointment of Acting Executive Vice President and Chief Financial Officer

The Chair of the Governance Committee submitted the following report:

“SUMMARY

The Trustees and the Canal Corporation Board of Directors are requested to consider theappointment of Lee Garza as Acting Executive Vice President and Chief Financial Officer of theAuthority and Canal Corporation effective May 1, 2019.

BACKGROUND & DISCUSSION

The appointment of acting officers is governed by the Bylaws, Article IV, Section 4, whichprovides that the Trustees/Board of Directors may fill officer positions with an acting or interimappointment until such time as a permanent replacement is appointed.

RECOMMENDATION

It is recommended by the Governance Committee that the Authority’s Trustees and the CanalCorporation’s Board of Directors appoint Lee Garza as Acting Executive Vice President and ChiefFinancial Officer, effective May 1, 2019, to hold such office until a permanent replacement is appointed.

For the reasons stated, I recommend the approval of the above-requested action by adoption ofthe resolution below.”

The following resolution, as submitted by the Chair of the Governance Committee, wasunanimously adopted.

RESOLVED, That pursuant to Article IV, Section 4 ofthe Authority and Canal Corporation’s Bylaws, Lee Garza ishereby appointed as Acting Executive Vice President andChief Financial Officer, effective May 1, 2019 to hold suchoffice until a permanent replacement is appointed.

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b. Power Allocations

i. Extension of the Industrial Incentive Award to PrattPaper (NY), Inc. and Economic Development Plan

The President and Chief Executive Officer submitted the following report:

“SUMMARY

The Trustees are requested to:

1) approve an extension, from June 1, 2019 to May 31, 2020, of the Economic DevelopmentPlan (‘Plan’) covering the use of net revenues produced by the sale of Expansion Power(‘EP’) to provide electric bill discounts in the form of Industrial Incentive Awards tomanufacturing companies located in New York State that are at risk of closure or relocation toanother state;

2) authorize submission to the Economic Development Power Allocation Board (‘EDPAB’) of arequest to approve such extension; and

3) approve a one-year extension, from June 1, 2019 to May 31, 2020, of the term of theIndustrial Incentive Award (‘IIA’) previously awarded to Pratt Paper (NY), Inc. (‘Pratt’) in theamount of up to $1 million in connection with its Staten Island operations, contingent uponEDPAB’s approval of an extension of the Plan.

BACKGROUND

Public Authorities Law (‘PAL’) §1005 (eighth unnumbered paragraph) directs the Authority toidentify ‘net revenues’ produced by the sale of EP and, further, to identify an amount of such net revenuesthat will be used solely for IIAs. The Authority is directed in Section 1005 to identify net revenuesavailable for IIAs no less often than annually. Net revenues are defined by PAL §1005 as any excess ofrevenues properly allocated to the sales of EP over costs and expenses properly allocated to such sales.

IIAs are to be made in conformance with an economic development plan covering all such ‘netrevenues.’ The Authority submits a plan to EDPAB pursuant to Economic Development Law (‘EDL’)§188, which also provides for EDPAB’s approval of the Plan upon its determination that such Plan isconsistent with, among other things, the economic development criteria provided for in EDL §§ 184 and185 that evaluate applications for certain power.

At its October 26, 2009 meeting, EDPAB approved an Economic Development Plan that allowsthe use of net revenues from the sale of EP for the calendar years of 2008 up through and including 2016to provide electric bill discounts to manufacturing companies located in New York State that are atidentifiable risk of closing or relocating to another state. EDPAB subsequently approved an extension tothe Plan allowing the use of net revenues from the sale of EP through May 31, 2018.

At its May 21, 2013 meeting, the Trustees authorized an IIA to Pratt upon determining that Pratthad demonstrated that it meets the qualifying criteria for an IIA and after careful consideration of Pratt’sbusiness case. The Trustees approved an annual amount of up to $1 million per year for up to five (5)years.

Pratt operates a paper mill, a corrugated box factory and a sorting facility in Staten Island withinConsolidated Edison’s service territory. Manufacturing processes represent a substantial portion ofPratt’s total electricity consumption, and energy costs are a primary consideration for the economicviability of the plant. Pratt’s IIA, in the form of a cents per kWh price discount applied to a level of annualelectric consumption, was approved subject to, among other appropriate terms and conditions:

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• Reevaluation and reduction should Pratt’s electric rates decline during the term of the IIA.• The availability of EP net revenue funding for IIAs, which is in NYPA’s sole discretion.• Appropriate determination(s) by the Trustees that the funding of IIAs in any fiscal year will not

have a significant impact on the Authority’s finances.• A reduction in the amount of the IIA if Pratt does not meet agreed-upon job commitments (256 full

time employees) at the Staten Island facility.• An agreement providing for the IIA and which address these and other appropriate terms and

conditions in a form satisfactory to the Authority.

The Authority executed an agreement with Pratt (‘Agreement’) providing for the terms andconditions applicable to the Pratt IIA. The Agreement provided for an initial one-year term for the IIA andan extension of the IIA for four subsequent one-year terms at the Authority’s discretion subject toconditions specified in the Agreement. As approved by the Trustees and in accordance with theAgreement, Pratt was eligible to receive up to $1 million for each year and has received $1 million foreach year of the IIA for a total of $5 million.

At the completion of each annual term, a compliance review and due diligence was performed onthe terms and conditions of the Agreement prior to offering each subsequent annual term. Pratt has beencompliant for each annual term, including employing an average of 256 persons at its facility during thefifth annual term ending May 31, 2018, and, most recently, reporting 283 employees as of August 2018.

In May 2018, Pratt requested an extension of the IIA based on the continued need for electricitycost relief and other factors in its business case. Upon review, staff determined that Pratt continued tomeet the IIA requirements of being a manufacturing company at risk of closing or curtailing operations.The Authority and Pratt reached agreement on an offer to extend the IIA for one year contingent uponnecessary Trustee and EDPAB approvals. On October 2, 2018, the Trustees approved both extendingthe Plan for one year and providing up to $1 million of IIA funds to Pratt from June 1, 2018 to May 31,2019. At its December 10, 2018 meeting, EDPAB approved extension of the Plan to support anadditional year of IIA funds to Pratt through May 31, 2019.

DISCUSSION

On January 16, 2019, Pratt submitted a request for an extension of the IIA beyond May 31, 2019.Upon review of Pratt’s current business case, staff determined that Pratt continues to meet the IIArequirements of being a manufacturing company at risk of closing or curtailing operations, and continuesto be negatively impacted by high electricity costs within Consolidated Edison’s service territory whichthreatens the economic viability of operations at its Staten Island facility.

Pratt further stated that it is anticipating electricity price increases in the near term based uponreview of forward market prices. The company also cited both higher utility taxes and recent unexpectedsignificant increases in delivery costs of natural gas as making the Staten Island plant less competitivethan its facilities in other states, further jeopardizing its successful operations in New York.

An extension of the IIA would support Pratt’s ability to maintain the committed employment levelof 256 jobs at its facility.

Accordingly, the Trustees are requested to:

1) approve an extension, from June 1, 2019 to May 31, 2020, of the Plan covering the use of netrevenues produced by the sale of EP to provide electric bill discounts in the form of an IIAs tomanufacturing companies located in New York State that are at risk of closure or relocation toanother state;

2) authorize submission to EDPAB of a request to approve an extension, from June 1, 2019 toMay 31, 2020, of the Plan; and

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3) approve a one-year extension, from June 1, 2019 to May 31, 2020, of the term of the IIApreviously awarded to Pratt in the amount of up to $1 million in connection with its StatenIsland operations, contingent upon EDPAB’s extension of the Plan as described above.

FISCAL INFORMATION

IIAs awards may only be paid out if sufficient net revenues are produced by the sale of EP.Given that such net revenues and associated awards are anticipated in each year’s budget, extension ofthe Plan from June 1, 2019 through May 31, 2020 to accommodate an additional year of IIA benefits willnot have a significant impact on the Authority’s finances.

RECOMMENDATION

The Vice President – Economic Development recommends that the Trustees

1) approve an extension, from June 1, 2019 to May 31, 2020, of the Economic DevelopmentPlan (‘Plan’) covering the use of net revenues produced by the sale of Expansion Power toprovide electric bill discounts in the form of Industrial Incentive Awards (‘IIAs’) tomanufacturing companies located in New York State that are at risk of closure or relocation toanother state;

2) authorize submission to the Economic Development Power Allocation Board (‘EDPAB’) of arequest to approve an extension, from June 1, 2019 to May 31, 2020, of the Plan; and

3) approve a one-year extension, from June 1, 2019 to May 31, 2020, of the term of the IIApreviously awarded to Pratt Paper (NY), Inc. in the amount of up to $1 million in connectionwith its Staten Island operations, contingent upon EDPAB’s extension of the Plan asdescribed above.


The following resolution, as submitted by the President and Chief Executive Officer, wasunanimously adopted.

RESOLVED, That the Authority hereby approves anextension to the Economic Development Plan (“Plan”)covering the use of net revenues produced by the sale ofExpansion Power to provide electric bill discounts tomanufacturers in the form of an Industrial Incentive Award(“IIA”) to May 31, 2020, as described in the foregoing reportof the President and Chief Executive Officer; and be itfurther

RESOLVED, That the Authority is authorized tosubmit the Plan, as modified, to the Economic DevelopmentPower Allocation Board (“EDPAB”) to request its approval;and be it further

RESOLVED, That the Authority hereby approves anextension to the term of the IIA previously awarded to PrattPaper (NY), Inc. to May 31, 2020, as described in theforegoing report of the President and Chief Executive

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Officer, contingent upon EDPAB’s approval of the requestedextension of the Plan; and be it further

RESOLVED, That the Chairman, the Vice Chair, thePresident and Chief Executive Officer, the Chief OperatingOfficer and all other officers of the Authority are, and eachof them hereby is, authorized on behalf of the Authority todo any and all things, take any and all actions and executeand deliver any and all agreements, certificates and otherdocuments to effectuate the foregoing resolution, subject tothe approval of the form thereof by the Executive VicePresident and General Counsel.

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ii. Transfer of Recharge New York Power,Expansion Power and High Load Factor Power


“SUMMARY

The Trustees are requested to approve the transfer of the following power allocations awarded bythe New York Power Authority (‘Authority’):

1. Transfer of a 17,600 kilowatt (‘kW’) High Load Factor Power (‘HLF’) allocation awarded to AirProducts and Chemicals, Inc. (‘Air Products’) for use at its 461 River Road, Glenmont, New Yorkfacilities, to East Coast Nitrogen Company LLC (‘ECNC’), in order to address organizationalchanges.

2. Transfer of a 7,700 kW portion of a 15,750 kW HLF allocation awarded to Messer LLC (‘Messer’),formerly known as Linde LLC, for use at its 76 West Yard Road, Feura Bush, New York facilities,to ECNC in order to address organizational changes.

3. Transfer of a 2,070 kW Recharge New York (‘RNY’) Power allocation awarded to Cascades NewYork, Inc. (‘CNY’) for use at its 510 South Main Street, Mechanicville, New York facilities toCascades Holding US Inc. (‘CHUS’) in order to address organizational changes.

4. Transfer of a 2,990 kW RNY Power allocation and 1,600 kW Expansion Power (‘EP’) allocationawarded to Norampac Industries, Inc. (‘Norampac’) for use at its 4001 Packard Road, NiagaraFalls, New York facilities, to CHUS in order to address organizational changes.

The Economic Development Power Allocation Board (‘EDPAB’), at its March 4, 2019 meeting,approved the transfer of the RNY Power allocations. Transfers of RNY Power are subject to EDPABreview and approval.

The Trustees have previously approved transfers of Authority power allocations in similarcircumstances.

DISCUSSION

The following discussion describes the facts relating to the recommended transfers.

1) East Coast Nitrogen Company LLC

Air Products manufactures nitrogen, oxygen and argon gases. It was awarded a 17,600 kW HLFallocation for use at its 461 River Road, Glenmont, New York facility.

Messer separates air and manufactures liquid nitrogen, liquid oxygen and liquid argon at itsfacility located at 76 West Yard Road, Feura Bush, New York. Messer has a 15,750 kW HLF allocationfor use at this location.

ECNC is a joint venture that has been formed by Air Products and Messer. ECNC’s new facilitiesare located at the same location as Air Products’ Glenmont facility, and will manufacture nitrogen andoxygen.

In connection with the joint venture, the parties request that Air Products’ 17,600 kW HLFallocation, and a 7,700 kW portion of Messer’s HLF allocation, be transferred to ECNC for its use byECNC at its Glenmont, New York facilities. Neither the Air Products nor the Messer allocations have afirm term, and neither allocation has capital investment and employment commitments associated with it.

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In exchange for the proposed transfers, ECNC will commit to, among other things, a ten- yearterm, with an employment commitment of 66 jobs and a capital investment commitment of $45 million. AirProducts will cease manufacturing operations at its Glenmont facilities.

2) Cascades New York, Inc.

CNY was awarded a 2,070 kW RNY Power allocation for use at its facilities at 510 South MainStreet, Mechanicville, New York, where the company operates as Cascades Tissue Group –Mechanicville, a division of CNY. This facility hosts a paper machine business, where the companyproduces packaging and tissue products comprised mainly of recycled materials.

The company merged into its affiliate, CHUS and the Mechanicville location is now operated asCascades Tissue Group – Mechanicville, a division of CHUS.

In light of the merger, the companies have asked that the 2,070 kW RNY Power allocation betransferred to CHUS. The merger will not result in changes to operations at the Mechanicville facility, andCHUS has indicated that it will honor all terms and commitments made by CNY under its RNY Power saleagreement with the Authority if the transfer is approved.

3) Norampac Industries Inc.

Norampac has a 2,990 kW RNY Power allocation and 1,600 kW EP allocation for use at its facilityin Niagara Falls, New York. This facility manufactures corrugated medium from new and recycled fibers.Like CNY, Norampac merged into CHUS, also an affiliate, and this location is now operated as CascadesContainerboard Packaging – Niagara Falls, a division of CHUS.

In light of the merger, the companies have asked that the 2,990 kW RNY Power allocation and1,600 kW EP allocation be transferred to CHUS. The merger will not result in changes to operations atthe facility and CHUS has indicated it will honor all terms and commitments made by Norampac under itsRNY Power and EP sales agreements with the Authority.

RECOMMENDATION

Staff recommends that the Trustees approve the transfers discussed above, subject to: (1) thecommitments by the proposed transferees described above; and (2) the transfers are addressed incontract documents containing such terms and conditions determined by the Authority to be appropriateto effectuate each transfer.



RESOLVED, That the transfer of the 17,600 kilowatt(“kW”) High Load Factor Power (“HLF”) allocation awardedto Air Products and Chemicals, Inc., for use at its facilities at461 River Road, Glenmont, New York, to East CoastNitrogen Company LLC (“ECNC”), for use at the samelocation, as described in the foregoing report of thePresident and Chief Executive Officer (“Report”) be, andhereby is, approved subject to (i) such terms and conditionsas are set forth in the foregoing report, and (ii) such termsand conditions as are required by the Authority in contract

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documents prepared by the Authority in order to effectuatethe transfer; and be it further

RESOLVED, That the transfer of a 7,700 kW portionof a 15,750 kW HLF Power allocation awarded to MesserLLC, for use at its facilities located at 76 West Yard Road,Feura Bush, New York to ECNC, for use at its facilities at461 River Road, Glenmont, New York, as described in theforegoing report be, and hereby is, approved subject to (i)such terms and conditions as are set forth in the foregoingreport, and (ii) such terms and conditions as are required bythe Authority in contract documents prepared by theAuthority in order to effectuate the transfer and thereallocation/apportionment of the Messer LLC allocationbetween the respective facilities; and be it further

RESOLVED, That the transfer of the 2,070 kWRecharge New York (“RNY”) Power allocation awarded toCascades New York, Inc. for its use at its facility at 510South Main Street, Mechanicville, New York, to CascadesHolding US Inc. (“CHUS”), for use at the same facility, asdescribed in the foregoing report be, and hereby is,approved subject to (i) such terms and conditions as are setforth in the foregoing report, and (ii) such terms andconditions as are contained in contract documents preparedby the Authority to effectuate the transfer, and be it further

RESOLVED, That the transfer of the 2,990 kW RNYPower allocation and 1,600 kW Expansion Power allocationawarded to Norampac Industries Inc. for use at its facility at4001 Packard Road, Niagara Falls, New York, to CHUS foruse at the same facility, as described in the foregoing reportbe, and hereby is, approved subject to (i) such terms andconditions as are set forth in the foregoing report, and (ii)such terms and conditions as are contained in contractdocuments prepared by the Authority to effectuate thetransfer; and be it further

RESOLVED, That the Chairman, the Vice Chairman,the President and Chief Executive Officer, the ChiefOperating Officer and all other officers of the Authority are,and each of them hereby is, authorized on behalf of theAuthority to do any and all things, take any and all actionsand execute and deliver any and all agreements, certificatesand other documents to effectuate the foregoing resolution,subject to the approval of the form thereof by the ExecutiveVice President and General Counsel.

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iii. Recharge New York Power – Revised Contract Form


“SUMMARY

The Trustees are requested to:

1. Approve the revised form of contract (‘Revised Contract Form’) that is attached hereto as Exhibit‘4b iii-A’ for use in the Recharge New York (‘RNY’) Power program. The Revised Contract Formwould replace the contract form that the Trustees approved on October 2, 2018 for use in theRNY Power program for the sale of RNY Power allocations awarded or extended on or afterOctober 2, 2018.

2. Determine that the Revised Contract Form, in a final form substantially similar to that attached asExhibit ‘4b iii-A,’ with existing Authority Service Tariff No. RNY-1 (‘ST RNY-1’), will apply to thesale of RNY Power allocations that are awarded or extended on or after October 2, 2018.

DISCUSSION

Last year, staff developed a revised form of contract for the sale of RNY Power. The purpose ofthis exercise was to, among other things, revise the terms and conditions of the contract based on theAuthority’s experience with implementing the RNY Program over several years; and (2) include terms andconditions that would enhance the Authority’s ability to administer the RNY Power program in a mannerthat is consistent with the State Energy Plan (‘SEP’), including the State’s Clean Energy Standard(‘CES’), and recover its compliance costs from RNY customers whose load is served under the RNYPower program.

At their meeting on October 2, 2018, the Trustees approved the form of contract proposed bystaff, and approved the use of that contract form for the sale of RNY Power allocation awarded orextended after October 2, 2018 (the ‘October 2 Contract Form’). On the same day, the Trusteesauthorized the Authority to take further actions to establish and implement comprehensive complianceprograms for each of the Authority’s power supply programs for which the Authority serves as loadserving entity, for the purpose of implementing the Authority’s power supply programs, including theExpansion Power, Replacement Power, Preservation Power, RNY Power, and the Authority’sgovernmental power supply programs, in a manner that the Authority determines to be consistent with thepolicies and long-term planning objectives of the SEP and the CES.

In connection with the implementation of such compliance programs, the October 2 ContractForm included two charges, a monthly Zero Emission Credit Charge and Renewable Energy Charge (setforth in Schedule D and Schedule E, respectively), to enable the Authority to recover costs it incurs inconnection with compliance with the SEP and CES for the load that the Authority serves under the RNYPower program.

The modifications to the October 2 Contract Form that have resulted in the Revised ContractForm may be summarized as follows:

• Non-substantive changes were made to address some formatting issues.

• Changes were made to Schedule A in order to clarify the instructions for completing Schedule A.

• Two separate charges – the Zero Emission Credit Charge and the Monthly Renewable EnergyCharges that were contained in Schedules D and E – have been eliminated in lieu of a single‘Monthly Clean Energy Implementation Charge.’ The Monthly Clean Energy ImplementationCharge is described in Schedule D of the Revised Contract Form. This revised approach is

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intended to provide additional transparency and simplify cost recovery related to the Authority’scompliance with any applicable state energy standards as concerns the RNY Power program. Itis also expected that the new approach reflected in Schedule D will better accommodate the useof energy credits like renewable energy credits through self-supply mechanisms, such asAuthority-financed wind projects by way of example, and cost recovery related thereto.

In addition to approving the Revised Contract Form, staff is also requesting that the Trusteesdetermine that the Revised Contract Form, in a final form substantially similar to that attached as Exhibit‘4b iii-A,’ along with existing Authority Tariff ST RNY-1, will apply to the sale of RNY Power allocationsthat are awarded or extended on or after October 2, 2018.

The October 2 Contract Form has not been distributed to customers for execution, and thereforeuse of the Revised Contract Form will not cause any disruptions in the administration of the RNY Powerprogram.

RECOMMENDATION

The Vice President, Economic Development recommends that the Trustees:

1. Approve the Revised Contract Form that is attached hereto as Exhibit ‘4b iii-A’ for use in the RNYPower program, in place of the October 2 Contract Form previously approved.

2. Determine that the Revised Contract Form, in a final form substantially similar to that attached asExhibit ‘4b iii-A,’ with existing Authority Tariff ST RNY-1, will apply to the sale of RNY Powerallocations that are awarded or extended on or after October 2, 2018.*

For the reasons stated, I recommend the approval of the above-requested action by adoption theresolution below.”


RESOLVED, That the Trustees hereby approve therevised contract form that is attached hereto as Exhibit“4b iii-A” (“Revised Contract Form”) for use in theRecharge New York (“RNY”) Power program, in place ofthe contract form that was approved on October 2, 2018;and be it further

RESOLVED, That the Trustees hereby determinethat the Revised Contract Form, in a final formsubstantially similar to that attached as Exhibit “4b iii-A,”with existing Authority Tariff ST RNY-1, will apply to thesale of RNY Power allocations that are awarded orextended on or after October 2, 2018; and be it further

RESOLVED, That the Chairman, the ViceChairman, the President and Chief Executive Officer, theChief Operating Officer and all other officers of theAuthority are, and each of them hereby is, authorized onbehalf of the Authority to do any and all things, take any

* The Revised Contract Form will need to be populated with customer-specific information, including the customer’ssupplemental commitments. This exercise and the task of finalizing the Revised Contract Form and preparing it forexecution, may necessitate other modification to the Revised Contract Form. Staff expects that the final, executionversion of the Revised Contract Form will be substantially similar to the form attached as Exhibit ‘4b iii-A.’

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and all actions and execute and deliver any and allagreements, certificates and other documents toeffectuate the foregoing resolution, subject to theapproval of the form thereof by the Executive VicePresident and General Counsel.

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c. Energy Efficiency:

i. Operations and Maintenance Program forOutdoor Lighting – Authorization for Program


“SUMMARY

The Trustees are requested to authorize the inclusion of an Operation and Maintenance Programfor Outdoor Lighting (‘O&M Program’) as part of the Authority’s Energy Services Program (‘ESP’). TheO&M Program will complement the Governor’s Smart Street Lighting NY initiative by providingmaintenance of LED outdoor light fixtures installed through ESP. The O&M Program will be available tothe Authority’s Governmental or Statewide Energy Efficiency Program customers participating in theSmart Street Lighting NY initiative. Customers will be charged a fee to participate in the O&M Program.

BACKGROUND

Public Authorities Law 1005 (17) authorizes the Authority to finance and design, develop,construct, implement, provide, and administer energy-related projects, programs and services for anypublic entity, any independent not-for-profit institution of higher education within the state, and anyrecipient of the economic development power, expansion power, replacement power, preservation power,high load factor power, municipal distribution agency power, power for jobs, and recharge New Yorkpower programs administered by the Authority.

In 2018, the Governor launched Smart Street Lighting NY, which sets the goal of converting500,000 streetlights to LED technology by 2025. This initiative focuses on dramatically reducingelectricity consumption and greenhouse gas production, while meeting the State’s ambitious goals of a 40percent reduction in emissions by 2030. As municipalities statewide begin to convert their outdoorlighting to LED technology, periodic maintenance may be required to ensure a fully functioning system.However, municipalities may not have the staff or expertise to maintain the systems. The proposedprogram fills that void.

DISCUSSION

ESP provides energy efficiency and renewable energy services to program participants statewide. Aspart of the ESP, the Authority has supported program participants with converting outdoor lighting to LEDtechnology. Many municipalities converting their outdoor lights to LED technology must first purchase thelighting systems from the utility. When the municipality purchases the equipment it also assumesresponsibility for equipment maintenance. Maintaining LED outdoor lights is an operational challenge.Street lighting system ownership is new to most municipalities and they may not have the staff orexpertise to maintain the equipment. The Authority is creating the O&M Program to address this need.Through the O&M Program, the Authority can enter into term maintenance agreements to service theoutdoor lights.

Although failures are uncommon with LED technology, there is sensor technology available thatmonitors the on/off status of each streetlight and communicates this data through cell towers or radiofrequencies to a central location. These state-of-the-art advanced controls can be used to monitorstreetlight performance across the State. This will make most of the administrative process completelydigital and enable rapid response times to system outages.

The Authority will secure LED technology maintenance firms following the Authority’s ProcurementGuidelines to implement the O&M Program. The O&M Program will provide a full range of lightingequipment maintenance services (e.g. replacing poles, arms, wiring or the entire fixture) regardless of thesource of the problem (e.g., weather, traffic accidents, manufacturer defects, and/or age). The O&M

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Program provides customers that own their outdoor lighting systems a reliable way to maintain streetlightswithout adding staff and equipment to their operations. Information about how the program will beoperationalized will be summarized in any implementation contract award resolution.

FISCAL INFORMATION

The funding for this contract will be provided from the Authority’s operating funds and/or from theproceeds of the Authority’s Commercial Paper Notes or other financing instruments, as deemedappropriate. In addition, projects may be funded, in part, with monies from POCR funds. All Authoritycosts, including Authority overheads and the costs of advancing funds, but excluding the POCR and othernon-Authority grants as applicable, will be recovered. The program will be available to Authoritycustomers participating in the Smart Street Light NY program.

RECOMMENDATION

The Vice President – Clean Energy Business and Market Development, and the Vice President –Energy Efficiency recommend that the Trustees approve inclusion of the Operations and MaintenanceProgram for Outdoor Lighting as part of the Energy Services Program.



RESOLVED That the Trustees hereby authorize theOperation and Maintenance Program for Outdoor Lightingas part of the Authority’s Energy Services Programconsistent with Public Authorities Law 1005 (17); and be itfurther

RESOLVED, That the Trustee authorize the Presidentand Chief Executive Officer, the Chief Operating Officer, theChief Commercial Officer, the Vice President – Clean EnergyBusiness and Market Development, and or such officerdesignated by the President and Chief Executive Officer, toexecute agreements and other documents between theAuthority, the Governmental Customers Energy EfficiencyProgram (“GCEEP”) and the Statewide Energy EfficiencyProgram (“Statewide EEP”) participants and to executeagreements and other documents with contractors, suchagreements having such terms and conditions as theexecuting officer may approve, subject to the approval ofthe form thereof by the Executive Vice President andGeneral Counsel, to facilitate the implementation of theGCEEP and Statewide EEP; and be it further

RESOLVED, That the Vice President – Clean EnergyBusiness and Market Development and the Vice President –Energy Efficiency are authorized to determine whichprojects will be deemed to be projects within the meaning ofSection (7) of Part P of Chapter 84 of the Laws of 2002 (the“Section (7) POCR Legislation”) to be funded, in part, withPetroleum Overcharge Restitution (“POCR”) Funds

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allocated pursuant to the Section (7) POCR Legislation; andbe it further

RESOLVED, That POCR funds allocated to theAuthority by the Section (7) POCR Legislation may be usedto the extent authorized by such legislation, in suchamounts as may be deemed necessary or desirable by theChief Commercial Officer, Vice President for Clean EnergyBusiness and Market Development, and Vice President –Energy Efficiency to finance projects within both EnergyServices Programs; and be it further


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d. Procurement (Services) Contracts:

i. Procurement (Services) Contracts –Business Units and Facilities –Awards, Extensions and/or Additional Funding


“SUMMARY

The Trustees are requested to approve the award and funding of the multiyear procurement(services) contracts listed in Exhibit ‘4d i-A,’ as well as the continuation and/or funding of the procurement(services) and other contracts listed in Exhibit ‘4d i-B,’ in support of projects and programs for theAuthority’s Business Units/Departments and Facilities. Detailed explanations of the recommendedawards and extensions, including the nature of such services, the bases for the new awards if other thanto the lowest-priced, lowest total cost of ownership or ‘best valued’ bidders and the intended duration ofsuch contracts, or the reasons for extension and the projected expiration dates, are set forth in thediscussion below.

BACKGROUND

Section 2879 of the Public Authorities Law and the Authority’s Guidelines for ProcurementContracts require the Trustees’ approval for procurement contracts involving services to be rendered for aperiod in excess of one year.

The Authority’s current Expenditure Authorization Procedures (‘EAPs’) require the Trustees’approval for the award of non-personal services, construction, equipment purchase or non-procurementcontracts in excess of $6 million, as well as personal services contracts in excess of $2 million if lowbidder or best value, or $1 million if sole-source, single-source or other non-competitive award.

The Authority’s current EAPs also require the Trustees’ approval when the cumulative changeorder value of a personal services contract exceeds $500,000, or when the cumulative change ordervalue of a non-personal services, construction, equipment purchase, or non-procurement contractexceeds the greater of $6 million or 25% of the originally approved contract amount not to exceed $6million.

DISCUSSION

Awards

The Trustees are requested to approve the award and funding of the multiyear procurement(services) contracts listed in Exhibit ‘4d i-A,’ where the EAPs require approval based upon contract valueor the terms of the contracts will be more than one year. Except as noted, all of these contracts containprovisions allowing the Authority to terminate the services for the Authority’s convenience, without liabilityother than paying for acceptable services rendered to the effective date of termination. Approval is alsorequested for funding all contracts, which range in estimated dollar value from $250,000 to $9.5 million.Except as noted, these contract awards do not obligate the Authority to a specific level of personnelresources or expenditures.

The issuance of multiyear contracts is recommended from both cost and efficiency standpoints.In many cases, reduced prices can be negotiated for these long-term contracts. Since these services aretypically required on a continuous basis, it is more efficient to award long-term contracts than to rebidthese services annually.

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Extensions

Although the firms identified in Exhibit ‘4d i-B’ have provided effective services, the issues orprojects requiring these services have not been resolved or completed and the need exists for continuingthese contracts. The Trustees’ approval is required because the terms of these contracts will exceed oneyear including the extension, the term of extension of these contracts will exceed one year and/orbecause the cumulative change-order limits will exceed the levels authorized by the EAPs in forthcomingchange orders. The subject contracts contain provisions allowing the Authority to terminate the servicesat the Authority’s convenience, without liability other than paying for acceptable services rendered to theeffective date of termination. These contract extensions do not obligate the Authority to a specific level ofpersonnel resources or expenditures.

Extension of the contracts identified in Exhibit ‘4d i-B’ is requested for one or more of thefollowing reasons: (1) additional time is required to complete the current contractual work scope oradditional services related to the original work scope; (2) to accommodate an Authority or externalregulatory agency schedule change that has delayed, reprioritized or otherwise suspended requiredservices; (3) the original consultant is uniquely qualified to perform services and/or continue its presenceand rebidding would not be practical or (4) the contractor provides proprietary technology or specializedequipment, at reasonable negotiated rates, that the Authority needs to continue until a permanent systemis put in place.

The following is a detailed summary of each recommended contract award and extension.

Contract Awards in Support of Business Units/Departments and Facilities:

Commercial Operations – Business Development

The proposed personal services contracts with AECOM USA, Inc. (‘AECOM’), Burns &McDonnell Engineering Company, Inc. (‘Burns’), The Louis Berger Group (Domestic), Inc.(‘Louis’), SNC Ltd. (‘SNC’), Tetra Tech, Inc. (‘Tetra’) and TRC Engineers, Inc. (‘TRC’) (Q18-6517JGM) would provide consulting services in developing, licensing, permitting and implementingcompliance both during and after construction. NYPA is undertaking many initiatives to replace andupgrade its aging assets and introduce innovative new technologies to transform how these assets aremanaged. Additionally, NYPA is pursuing numerous opportunities to help New York State reach thegoals of the Clean Energy Standard, which mandates that 50% of all electricity consumed in the statecomes from renewable energy sources by 2030. To support these initiatives, NYPA is retainingconsultants that will assist in the licensing/permitting of current and future transmission and generationprojects. Bid documents were developed by staff and were accessible through the NYPA.gov site. TheRequest for Quotations was advertised on the New York State Contract Reporter website and posted onthe Procurement page of the Authority’s website. Thirty-four firms / entities were listed as having beeninvited to, or requested to participate in, the Ariba event. Sixteen proposals were received electronicallyvia Ariba and were evaluated, as further set forth in the Award Recommendation documents. Staffrecommends the award of contracts to AECOM, Burns, Louis, SNC, Tetra and TRC which are technicallyand commercially qualified and meets the bid requirements on the basis of ‘best value’, which optimizesquality, cost and efficiency among responsive and responsible offerors. These contracts are for anintended term of five years, subject to the Trustees’ approval, which is hereby requested. Approval isalso requested for the aggregate amount expected to be expended for the term of these contracts, $9.5million.

Human Resources and Shared Services – Benefits

Due to the need to meet and maintain the Authority’s project schedule, the proposed personalservices contract (4600003593) with BCHR US Acquisitions, Inc. dba Buck Global LLC (‘Buck’)became effective December 16, 2018, for the initial interim award amount of $20,000, subject to theTrustee’s approval as soon as practicable, in accordance with the Authority’s Guidelines for Procurement

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Contracts and EAP’s. The contract provides actuarial, financial and regulatory compliance administration,and consulting services for NYPA and NYS Canal Corporation employee benefit programs and theController’s Other Post-Employment Benefit valuations. Bid documents were developed by staff andwere accessible through the NYPA.gov site. The Request for Quotations was advertised on the NewYork State Contract Reporter website and posted on the Procurement page of the Authority’s website.Eleven firms / entities were listed as having been invited to, or requested to participate in, the Ariba event.Two proposals were received electronically via Ariba and were evaluated, as further set forth in the AwardRecommendation documents. Staff recommends the award of a contract to Buck which is technically andcommercially qualified and meets the bid requirements on the basis of ‘best value’, which optimizesquality, cost and efficiency among responsive and responsible offerors. The contract is for an intendedterm of five years, subject to the Trustees’ approval, which is hereby requested. Approval is alsorequested for the amount expected to be expended for the term of the contract, $1,544,350 ($1,266,367for NYPA and $277,983 for NYS Canal Corporation).

Utility Operations – NIA

The proposed non-personal services contract with National Vacuum Environmental ServicesCorp. (‘National’) (N19-20133253GJ) would provide environmental cleaning services for various systemsthroughout the Western New York NYPA Facilities including Niagara Power Project. National hasperformed this service under previous contracts and are familiar with the Niagara Power Project facility.Bid documents were developed by staff and were accessible through the NYPA.gov site. The Requestfor Quotations was advertised on the New York State Contract Reporter website and posted on theProcurement page of the Authority’s website. Eight firms / entities were listed as having been invited to,or requested to participate in, the Ariba event. Three proposals were received electronically via Ariba andwas evaluated, as further set forth in the Award Recommendation documents. Staff recommends theaward of contract to National which is technically and commercially qualified and meets the bidrequirements on the basis of ‘best value’, which optimizes quality, cost and efficiency among responsiveand responsible offerors. The contract is for an intended term of four years, subject to the Trustees’approval, which is hereby requested. This contract will begin on April 1, 2019 and end on March 31,2023. Approval is also requested for the amount expected to be expended for the term of the contract,$750,000.

Utility Operations – NIA

The proposed non-personal services contract with Anderson Medical PC dba Emergency One(‘Anderson’) (N19-20133099GJ) would provide on-site Occupational Health Services for employees atthe Niagara, St. Lawrence and Blenheim-Gilboa Power Projects. Anderson and their staff are familiarwith the Niagara, St. Lawrence and Blenheim-Gilboa Power Projects and have provided service to theAuthority under the existing contract for such work. Bid documents were developed by staff and wereaccessible through the NYPA.gov site. The Request for Quotations was advertised on the New YorkState Contract Reporter website and posted on the Procurement page of the Authority’s website. Elevenfirms / entities were listed as having been invited to, or requested to participate in, the Ariba event. Twoproposals were received electronically via Ariba and was evaluated, as further set forth in the AwardRecommendation documents. Staff recommends the award of contract to Anderson which is technicallyand commercially qualified and meets the bid requirements on the basis of ‘best value’, which optimizesquality, cost and efficiency among responsive and responsible offerors. The contract is for an intendedterm of two years, subject to the Trustees’ approval, which is hereby requested. This contract will beginon May 1, 2019 and end on April 30, 2021. Approval is also requested for the amount expected to beexpended for the term of the contract, $348,600. Anderson Medical PC dba Emergency One is a NYS-certified Minority-owned Business Enterprise.

Utility Operations – Project Management

The proposed construction services contract with Crown Castle International Corp. dba CrownCastle USA, Inc. (‘Crown’) (Q18-6458DK) would support the Smart Generation & Transmission (‘SG&T’)

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Communication Backbone Program Dark Fiber, Rock Tavern to White Plains Project (‘RT-WPO’). TheDark Fiber, RT-WPO connection project will support the Authority’s Communication Backbone Programwhich was established to deploy a robust, secure and scalable communications network. Bid documentswere developed by staff and were accessible through the NYPA.gov site. The Request for Quotationswas advertised on the New York State Contract Reporter website and posted on the Procurement page ofthe Authority’s website. Eleven firms / entities were listed as having been invited to, or requested toparticipate in, the Ariba event. One proposal was received electronically via Ariba and was evaluated, asfurther set forth in the Award Recommendation documents. Staff recommends the award of contract toCrown which is technically and commercially qualified and meets the bid requirements on the basis of‘best value’, which optimizes quality, cost and efficiency among responsive and responsible offerors. Theconstruction services contract is for an intended term of three years plus an additional 20-year LeaseAgreement and a 20-year Maintenance Agreement for communication capability, subject to the Trustees’approval, which is hereby requested. Approval is also requested for the amount expected to beexpended for the term of the contract, $2,236,800.


The proposed construction services contracts with GoPower, Inc. (‘GoPower’), HauglandEnergy Group LLC (‘Haugland’) and Underground Systems, Inc. (‘Underground’) (Q18-6520DKT)would provide emergency repair and restoration services for the equipment associated with theAuthority’s underground transmission facilities. The Authority’s underground transmission assets requirea specialized level of expertise to repair in the event of a failure. There have been a total of sixunderground transmission cable faults requiring specialized assistance within the past ten years. Biddocuments were developed by staff and were accessible through the NYPA.gov site. The Request forQuotations was advertised on the New York State Contract Reporter website and posted on theProcurement page of the Authority’s website. Eight firms / entities were listed as having been invited to,or requested to participate in, the Ariba event. Five proposals were received electronically via Ariba andwere evaluated, as further set forth in the Award Recommendation documents. Staff recommends theaward of contracts to GoPower, Haugland and Underground which are technically and commerciallyqualified and meets the bid requirements on the basis of ‘best value’, which optimizes quality, cost andefficiency among responsive and responsible offerors. These contracts are for an intended term of fiveyears, subject to the Trustees’ approval, which is hereby requested. Approval is also requested for theaggregate amount expected to be expended for the term of these contracts, $7.5 million.

Utility Operations – SENY

The proposed non-personal services contract with Westrock Mechanical Corp. (‘Westrock’)(A18-001072DW) would provide HVAC services covering SENY region. Bid documents were developedby staff and were accessible through the NYPA.gov site. The Request for Quotations was advertised onthe New York State Contract Reporter website and posted on the Procurement page of the Authority’swebsite. Eight firms / entities were listed as having been invited to, or requested to participate in, theAriba event. Six proposals were received electronically via Ariba and were evaluated, as further set forthin the Award Recommendation documents. Staff recommends the award of contract to Westrock which istechnically and commercially qualified and meets the bid requirements on the basis of ‘best value’, whichoptimizes quality, cost and efficiency among responsive and responsible offerors. The contract is for anintended term of five years, subject to the Trustees’ approval, which is hereby requested. This contractwill begin on April 1, 2019 and end on March 31, 2024. Approval is also requested for the amountexpected to be expended for the term of the contract, $5 million.


The proposed non-personal services contract with North Hills Office Services, Inc. (‘NorthHills’) (A19-001107DW) would provide housekeeping and janitorial services for the Richard M. FlynnPower Plant and Brentwood Power Plant. Bid documents were developed by staff and were accessiblethrough the NYPA.gov site. The Request for Quotations was advertised on the New York State Contract

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Reporter website and posted on the Procurement page of the Authority’s website. Four firms / entitieswere listed as having been invited to, or requested to participate in, the Ariba event. One proposal wasreceived electronically via Ariba and was evaluated, as further set forth in the Award Recommendationdocuments. Staff recommends the award of contract to North Hills which is technically and commerciallyqualified and meets the bid requirements on the basis of ‘best value’, which optimizes quality, cost andefficiency among responsive and responsible offerors. The contract is for an intended term of five years,subject to the Trustees’ approval, which is hereby requested. This contract will begin on April 1, 2019and end on March 31, 2024. Approval is also requested for the amount expected to be expended for theterm of the contract, $250,000.


The proposed non-personal services contract with Universal Plant Services of Chicago, Inc.(‘Universal’) (Q18-6466SR) would provide gas compressor maintenance at the Authority’s SENY PowerPlant locations. The Authority owns and operates fourteen gas compressors in the SENY region. Biddocuments were developed by staff and were accessible through the NYPA.gov site. The Request forQuotations was advertised on the New York State Contract Reporter website and posted on theProcurement page of the Authority’s website. Six firms / entities were listed as having been invited to, orrequested to participate in, the Ariba event. Two proposals were received electronically via Ariba andwas evaluated, as further set forth in the Award Recommendation documents. Staff recommends theaward of contract to Universal which is technically and commercially qualified and meets the bidrequirements on the basis of ‘best value’, which optimizes quality, cost and efficiency among responsiveand responsible offerors. The contract is for an intended term of five years, subject to the Trustees’approval, which is hereby requested. Approval is also requested for the amount expected to beexpended for the term of the contract, $5 million.

Utility Operations – St. Lawrence

The proposed personal services contracts with Gomez and Sullivan Engineers DPC, (‘Gomez’)(Q19-6615JGM) would provide the 11th Part 12 Federal Energy Regulatory Commission (FERC) DamSafety Inspection for the St. Lawrence-FDR Power Project (FERC L.P. No. 2000-NY). On July 16, 2018,a letter from FERC indicated that the report for St. Lawrence-FDR Power Project would be due January 2,2020. FERC regulations require that the Authority hire an independent consultant to perform anindependent dam safety inspection and review licensed projects every five years. FERC must approvethe résumé of the specific independent consultants employed by GSE to proceed with this work. Thiscontract will permit the Authority to comply with the FERC mandate to conduct independent consultantinspections of its licensed hydropower project. Bid documents were developed by staff and wereaccessible through the NYPA.gov site. The Request for Quotations was advertised on the New YorkState Contract Reporter website and posted on the Procurement page of the Authority’s website. Sixteenfirms / entities were listed as having been invited to, or requested to participate in, the Ariba event. Fourproposals were received electronically via Ariba and was evaluated, as further set forth in the AwardRecommendation documents. Staff recommends the award of contract to Gomez which is technicallyand commercially qualified and meets the bid requirements on the basis of ‘best value’, which optimizesquality, cost and efficiency among responsive and responsible offerors. Staff requests Trustee approvalfor award of contract with a term of five years to provide FERC Part 12 Dam Safety Inspection Servicesfor the St. Lawrence-FDR Power Project (FERC L.P. No. 2000-NY). Approval is also requested for theamount expected to be expended for the term of the contract, $429,165.

Utility Operations – Technical Compliance

The proposed personal services contracts with Ascentra LLC (‘Ascentra’) and Tetra Tech, Inc.(‘Tetra’) (Q18-6549JGM) would provide services that will allow the emergency management departmentto successfully execute the drill and exercise program to maintain a heightened state of readiness. TheHomeland Security Exercise Evaluation Program (HSEEP) is a national framework for the development,conduct and evaluation of exercises that has been adopted by NYPA as well as external stakeholders

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including some of our regulators including FERC. Bid documents were developed by staff and wereaccessible through the NYPA.gov site. The Request for Quotations was advertised on the New YorkState Contract Reporter website and posted on the Procurement page of the Authority’s website.Twenty-one firms / entities were listed as having been invited to, or requested to participate in, the Aribaevent. Eight proposals were received electronically via Ariba and were evaluated, as further set forth inthe Award Recommendation documents. Staff recommends the award of contract to Ascentra and Tetrawhich are technically and commercially qualified and meet the bid requirements on the basis of ‘bestvalue’, which optimizes quality, cost and efficiency among responsive and responsible offerors. Thecontracts are for an intended term of five years, subject to the Trustees’ approval, which is herebyrequested. Approval is also requested for the aggregate amount expected to be expended for the term ofthese contracts, $7.5 million.

Utility Operations – Technical Compliance

Due to the need to meet and maintain the Authority’s project schedule, the proposed personalservices contract (4500305455) with Deloitte Consulting LLP (‘Deloitte’) became effective on February4, 2019, for the initial interim award amount of $250,000, subject to the Trustee’s approval as soon aspracticable, in accordance with the Authority’s Guidelines for Procurement Contracts and EAP’s. Thecontract would provide support in reviewing and enhancing its processes for supply chain riskmanagement to address the North American Electric Reliability Corporation (‘NERC’) Cyber SecuritySupply Chain Management Risk Standard (‘the Standard’). The Standard was approved by the NERCBoard of Directors in August of 2017 with a final implementation deadline of July 1, 2020. Services areexpected to be completed by March 31, 2020 allowing three additional months of audit and review. Biddocuments were developed by staff and were accessible through the NYPA.gov site. The Request forQuotations was advertised on the New York State Contract Reporter website and posted on theProcurement page of the Authority’s website. Twenty-eight firms / entities were listed as having beeninvited to, or requested to participate in, the Ariba event. Ten proposals were received electronically viaAriba and were evaluated, as further set forth in the Award Recommendation documents. Staffrecommends the award of contract to Deloitte which is technically and commercially qualified and meetsthe bid requirements on the basis of ‘best value’, which optimizes quality, cost and efficiency amongresponsive and responsible offerors. The contract is for an intended term of 18 months, subject to theTrustees’ approval, which is hereby requested. Approval is also requested for the amount expected to beexpended for the term of the contract, $1,630,000.

Extensions and/or Additional Funding Requests:

Commercial Operations – Business and Market Development

At their meeting of July 30, 2015, the Trustees approved the award of contracts to seven firms,Buro Happold Consulting Engineers PC (‘Buro Happold’) (4600003064), Firefly Energy ConsultingLLC (‘Firefly’) (4600003063), ICF Resources LLC (‘ICF’) (4600003066), KEMA, Inc. (‘KEMA’)(4600003065), Navigant Consulting, Inc. (‘Navigant’) (4600003067), Nexant, Inc. (‘Nexant’)(4600003068) and Optimal Energy, Inc. (‘Optimal’) (4600003061) to provide consulting support to (a)gather and analyze up-to-date information from customers, service providers and other marketparticipants and stakeholders, and (b) develop new programs and services that meet the needs ofcustomers while supporting State energy policy and recovering costs. These contracts were for a termof up to five-years in the aggregate amount of $3 million. Based on the growth of the energy servicesmarketplace for new products and services, and in order to complete work and support future programwork and initiatives including NYEM 2.0, the NYS Governor’s EO-166 as well as energy efficiencyrelated efforts, the Trustees approved an additional $2 million in aggregate funding to the seven programstrategy and development consultants at their May 22, 2018 meeting. To date, $4,385,937 of the $5million previously approved by the Trustees has been allocated among the consultants. Staff requeststhat the aggregate funding for these seven contracts be increased by $4.9 million to a total of $9.9 millionto support current and future program evaluation and market development activities. Firefly EnergyConsulting LLC is a NYS-certified Women-owned Business Enterprise.

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Corporate Affairs - Public & Regulatory Affairs

On May 10, 2018, the Authority issued a one year, single-source contract to M.J. Bradley &Associates LLC (‘M.J. Bradley’) (PO# 4500297437) in the amount of $240,000 to support thedevelopment of Sustainability and Environmental Justice plans. M.J. Bradley assisted with an in-depthanalysis of sustainability performance and provided technical analysis and strategic advisory services forthe development of the Sustainability and Environmental Justice plans. The requested extension willensure the successful implementation of NYPA’s Sustainability Plan, which requires M.J. Bradley’sprevious experience with key stakeholders and demonstrated expertise in carbon accounting andsustainability management. Staff requests Trustee approval for the extension of the M.J. Bradleycontract for twenty-four months, through May 9, 2021. Approval is also requested for additional funding inthe amount of $400,000, for a total contract value of $640,000.

Law – Legal Services

The Fox Rothschild LLP (‘Fox’) (PO# 4500276754) law firm provides legal representation to theAuthority in connection with litigation and arbitration proceedings relating to six separate constructionprojects undertaken by the Authority on behalf of energy services customers. Two of the matters havebeen concluded and in the remaining four matters the Authority is both a defendant in claims broughtagainst the Authority by our contractors and a plaintiff asserting claims against the contractors. In total,the Authority is seeking damages or defending claims that aggregate to more than $30 Million. In all thematters, there has been substantial document production and the use of subject matter constructionexpert witnesses resulting in increased litigation expenses. This contract was effective as of August 29,2016 for a term of one year with an approved amount of $350,000. An additional $500,000 and acontract extension for three years (through August 28, 2020) was approved at the September 26, 2017Trustee meeting. Since that time, the legal work has increased when a settlement could not be reachedwith an implementation contractor (‘RCMT, Inc.’). The RCMT, Inc. claims and counter-claims are beingresolved through arbitration. The hearing / testimony portion of the arbitration proceeding has recentlyconcluded. Additional funding of $2 million and $2.25 million was added by the Trustees on March 20,2018 and October 2, 2018, respectively. The associated construction projects are ongoing. At eachstage of the proceedings settlement efforts have been unsuccessful. The Trustees are requested toapprove additional funding in the amount of $3.5 million, of which $500,000 was requested on an interimbasis, for a total contract value of $8.6 million. It is anticipated that this funding will be sufficient to resolveall RCMT, Inc. matters by this coming Summer, leaving one proceeding for resolution.

Licensing – STL

On April 30, 2018, the Authority issued a one year construction contract to J.E. SheehanContracting Corporation (‘J.E. Sheehan’) (PO# 4500297033) in the amount of $422,414 to constructshoreline stabilization measures on the Authority’s owned property within the St. Lawrence ProjectBoundary. The final phase requires restoration involving seeding and mulching to cultivate the lawns thatwere disturbed. It is not anticipated that climate conditions in St. Lawrence County will be favorable forcompletion of this phase by April 29, 2019. Staff requests Trustee approval for the extension of thecontract for an additional eight months through December 31, 2019, to complete restoration anddemobilization. No additional funding is being requested.

Utility Operations – Environmental

On June 13, 2018, the Authority issued a one year, single source contract to Ultra ElectronicsOcean Systems, Inc. (‘Ultra’) (PO# 4500298425) in the amount of $141,747 to support the operation ofCrescent and Vischer Ferry’s fish deterrent systems. The extension of this contract is recommended inorder to ensure the operation of Authority’s fish deterrent systems, which requires Ultra’s proprietaryequipment and demonstrated expertise in acoustic deterrence of fish at hydroelectric facilities. Staffrequest Trustee approval for the extension of the contract for an additional three years in order to provideyearly installation, calibration, storage, maintenance and repair services for the fish deterrent systems at

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the Crescent and Vischer Ferry Projects. Approval is also requested for additional funding in the amountof $350,025 based on the average annual cost of $116,675.


On April 26, 2018, the Authority issued a one year construction contract to Minimax FireSolutions, Inc. (‘Minimax’) (PO# 4500296984) in the amount of $340,733 to install a new dual voltagegenerator step-up transformer at Robert Moses Power Project (‘RMPP’) Unit #13 during the June 2018outage, including a new deluge suppression system for fire protection. Subsequent approval wasprovided by management in August 2018 for a change order in the amount of $79,228. All work wascompleted on schedule prior to the end of the outage. However, during the commissioning test, it wasdetermined that the water supply did not meet the required flow and pressure and the system does notcomply with the National Fire Protection Association (‘NFPA’) code. Corrective work is required duringthe next RMPP Unit #13 planned outage scheduled for September 2019. The Minimax current contractexpires in April 25, 2019, and as such a contract extension is required. The requested extension willensure the continuation of installation of the fire suppression system for Niagara RMPP Unit #13 iscompleted. Staff requests Trustee approval for the extension of the Minimax contract for one year,through April 25, 2020. Approval is also requested for additional funding in the amount of $175,000, for atotal contract value of $594,961.


At their meeting on June 29, 2010, the Trustees approved the Capital Expenditure AuthorizationRequest (‘CEAR’) for the Lewiston Pump Generating Plant Life Extension and Modernization (‘LPGPLEM’) Program estimated at $460 million to renew the generation assets of LPGP. On March 27, 2012,Ferguson Electric Construction Co., Inc. (‘Ferguson’) was issued contract number 4600002500 in theamount of $1,591,600 for the installation of ISO Phase Bus & Phase Reversal Switch Actuators for tenunit upgrades. In a memorandum to the Trustees on November 22, 2016, a program schedule extensionthrough 2022 was approved. The extension allowed for the continuation of work to complete the twelfthgenerating unit and then return to four units that were previously overhauled to replace motor/generatorcomponents. It also allowed for the fabrication of long lead equipment without increasing project costs,reducing the Authority’s exposure to additional risk. The Trustees were also informed that individualcontract extensions for the LPGP LEM Program would be requested in the future. On October 26, 2018,the rework for unit PG-11 was completed and currently work on the ninth unit (PG-4) is in progress. Theoverall program is on schedule for completion by December 2022. Four unit overhauls and the rework ofthree additional units remain. The Trustees are requested to approve a contract extension with Fergusonthrough September 30, 2021. No additional funding is requested.


On April 8, 2018, the Authority issued a one year construction contract to Northline Ventures,Inc. dba Northline Utilities LLC (‘Northline’) (PO# 4500296215) in the amount of $2,649,290.97 toinstall Optical Ground Wire (OPGW) for both the PS1 and PV20 lines. Due to an accident, all site workwas suspended in October 2018 on the PV20 line. Northline is experienced with the work done in thePlattsburgh area and has already completed pre-hotline work for PV20. Staff requests Trustee approvalfor the extension of the contract for an additional one year through April 7, 2020 to provide for thecontinuation of construction services for the installation of OPGW on the PV20 transmission line. Noadditional funding is being requested.


On April 23, 2018, the Authority issued a one year construction contract to Northline Ventures,Inc. dba Northline Utilities LLC (‘Northline’) (PO# 4500296752) in the amount of $4,042,025.18 toinstall and configure new networking equipment to connect and transmit existing local sensor systemsinto the OSI PI servers and back to ISOC in White Plains. Due to a non-project related site condition,

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work was suspended until the site condition was cleared. This work suspension prohibited Northline fromcompleting the configuration and tagging of the newly networked devices. Staff requests Trusteeapproval for the extension of the contract for an additional six months through October 21, 2019 toprovide for the continuation of configuration and tagging services. No additional funding is beingrequested.

FISCAL INFORMATION

Funds required to support contract services for various Business Units/Departments and Facilitieshave been included in the 2019 Approved Operating or Capital Budget. Funds for subsequent years,where applicable, will be included in the budget submittals for those years. Payment will be made fromthe Operating or Capital Fund, as applicable.

Funds required to support contract services for capital projects have been included as part of theapproved capital expenditures for those projects and will be disbursed from the Capital Fund inaccordance with the project’s Capital Expenditure Authorization Request, as applicable.

RECOMMENDATION

The Senior Vice President – Operations Support Services and Chief Engineer; the Senior VicePresident – Human Resources and Enterprise Shared Services; the Senior Vice President – PowerSupply; the Senior Vice President – Public & Regulatory Affairs; the Vice President – ProjectManagement; the Vice President – Project & Business Development; the Vice President – EnvironmentalJustice & Sustainability; the Vice President – Total Compensation and HRIS; the Vice President –Legislative and Regulatory Affairs; the Vice President – Clean Energy Business & Market Development;the Vice President – Environmental Health & Safety; the Regional Manager Northern NY; the RegionalManager SENY; the Regional Manager Western NY; Director of Licensing; Director Project Development& Licensing; Director Emergency Management; Director Reliability Standards & Compliance; Director ofOperations; the GM Superintendent / Licensing Manager; General Maintenance Supervisor; recommendthat the Trustees approve the award of multiyear procurement (services) and other contracts to thecompanies listed in Exhibit ‘4d i-A’ and the extension and/or funding of the procurement (services)contracts listed in Exhibit ‘4d i-B,’ for the purposes and in the amounts discussed within the item and/orlisted in the respective exhibits.



RESOLVED, That pursuant to the Guidelines forProcurement Contracts adopted by the Authority, the awardand funding of the multiyear procurement servicescontracts set forth in Exhibit “4d i-A,” attached hereto, arehereby approved for the period of time indicated, in theamounts and for the purposes listed therein, asrecommended in the foregoing report of the President andChief Executive Officer; and be it further

RESOLVED, That pursuant to the Guidelines forProcurement Contracts adopted by the Authority, thecontracts listed in Exhibit “4d i-B,” attached hereto, arehereby approved and extended for the period of timeindicated, in the amounts and for the purposes listed

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therein, as recommended in the foregoing report of thePresident and Chief Executive Officer; and be it further


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e. Capital Expenditure Authorization Requests

i. Niagara Power Project – Robert Moses Power ProjectLife Extension and Modernization Program –Capital Expenditure Authorization Request


“SUMMARY

The Trustees are requested to approve capital expenditures in the amount of $5 million for theNiagara Robert Moses Power Plant Life Extension and Modernization Program (‘RM LEM Program’ or‘Program’). The total cost of the Program is currently estimated at $1.052 billion. Preliminary funding inthe amount of $6 million has been approved to date, bringing the total authorized amount to $11 million.

BACKGROUND

In accordance with the Authority’s Capital Planning and Budgeting Procedure, capitalexpenditures in excess of $6 million require the Trustees’ approval.

The Robert Moses Power Plant has had only minor upgrades since its initial construction in the1960’s. An upgrade project completed in the early 2000’s only provided minor control system upgradesand did not replace the relay-based controls systems and mechanical governors, which were still state-of-the-art equipment at the time. Mechanical fatigue of basic turbine-generator and other systems was notconsidered likely at that age and, as such, was not part of the upgrades. This RM LEM Program willimplement replacements, overhauls, and/or upgrades to all thirteen generating units and associatedauxiliary power generating equipment to replace equipment nearing the end of its useful life and bring theplant into the modern digital operating era. Additionally, the Program includes adding the ability forbackup control that will enhance operational reliability. The modernization will enhance plantperformance in the New York Independent System Operator (‘NYISO’) market, and maintain a reliableand competitive power production facility.

In 2017, sensors were installed to collect data to determine the existing conditions of the unitsand critical infrastructure, as well as facilitate the development of the Program, scope, schedule, andvarious required bid packages. Activities that commenced in 2018 and are ongoing in 2019 include thebid packages for Integrated Control System (‘ICS’) and the assessment of the 630T gantry crane,engineering analysis of data to support the mechanical and electrical specifications, and development ofthe Program master schedule, the Program estimate and Program Plan.

The current request of $5 million includes funding to complete the bid process for the ICS,develop the mechanical/electrical technical specifications, specifications for long, lead-time items such aswicket gates and shafts, and to initiate the assessment of the penstocks.

The full Program is targeted for presentation to the Trustees for approval later this year, alongwith initial contract awards for the ICS and the procurement of a penstock inspection platform.

DISCUSSION

The Program is aligned with the Authority’s Asset Management and Smart G

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