July (pdf) - New York Power Authority

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APPENDIX C FORM OF CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the ‘‘Agreement’’) dated September __, 2011 by and between the Power Authority of the State of New York (the ‘‘Issuer’’) and The Bank of New York Mellon, as trustee (the ‘‘Trustee’’) under a resolution adopted by the Issuer on February 24, 1998, as supplemented (the ‘‘Resolution’’), is executed and delivered in connection with the issuance of the Issuer’s $____________ principal amount of Series 2011 A Bonds and Series 2011 B Bonds (collectively, the “Bonds”). Capitalized terms used in this Agreement which are not otherwise defined in the Resolution shall have the respective meanings specified above or in Article IV hereof. The parties agree as follows: ARTICLE I The Undertaking Section 1.1. Purpose. This Agreement is being executed and delivered solely to assist the Underwriters in complying with subsection (b)(5) of the Rule. Section 1.2. Annual Financial Information. (a) The Issuer shall provide Annual Financial Information with respect to each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 2011, by no later than nine months after the end of the respective fiscal year, to the MSRB. (b) The Issuer shall provide, in a timely manner, notice of any failure of the Issuer to provide the Annual Financial Information by the date specified in subsection (a) above to the MSRB. Section 1.3. Audited Financial Statements. If not provided as part of Annual Financial Information by the date required by Section 1.2(a) hereof, the Issuer shall provide Audited Financial Statements, when and if available, to the MSRB. Section 1.4. Notice Events. (a) If a Notice Event occurs, the Issuer shall provide, in a timely manner not in excess of ten (10) business days after the occurrence of such Notice Event, notice of such Notice Event to (i) the MSRB and (ii) the Trustee. (b) Any such notice of a defeasance of Bonds shall state whether the Bonds have been escrowed to maturity or to an earlier redemption date and the timing of such maturity or redemption. (c) The Trustee shall promptly advise the Issuer whenever, in the course of performing its duties as Trustee under the Resolution, the Trustee has actual notice of an occurrence which, if material, would require the Issuer to provide notice of a Notice Event hereunder; provided, however, that the failure of the Trustee so to advise the Issuer shall not constitute a breach by the Trustee of any of its duties and responsibilities under this Agreement or the Resolution. (d) Each notice concerning a Notice Event relating to the Bonds shall include the CUSIP numbers of the Bonds to which such Notice Event relates or, if the Notice Event relates to all bond issues of the Issuer including the Bonds, such notice need only include the CUSIP number of the Issuer. Section 1.5. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer and that, under some App.C-1
circumstances, compliance with this Agreement without additional disclosures or other action may not fully discharge all duties and obligations of the Issuer under such laws. Section 1.6. Additional Information. Nothing in this Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Financial Information or notice of Notice Event hereunder, in addition to that which is required by this Agreement. If the Issuer chooses to do so, the Issuer shall have no obligation under this Agreement to update such additional information or include it in any future Annual Financial Information or notice of a Notice Event hereunder. Section 1.7. No Previous Non-Compliance. The Issuer represents that it has previously entered into written contracts or agreements of the type referenced in paragraph (b)(5)(i) of the Rule and is in compliance with such agreements. ARTICLE II Operating Rules Section 2.1. Reference to Other Filed Documents. It shall be sufficient for purposes of Section 1.2 hereof if the Issuer provides Annual Financial Information by specific reference to documents (i) available to the public on the MSRB Internet Web site (currently, www.emma.msrb.org) or (ii) filed with the SEC. The provisions of this Section shall not apply to notices of Notice Events pursuant to Section 1.4 hereof. Section 2.2. Submission of Information. Annual Financial Information may be provided in one document or multiple documents, and at one time or in part from time to time. Section 2.3. Dissemination Agents. The Issuer may from time to time designate an agent to act on its behalf in providing or filing notices, documents and information as required of the Issuer under this Agreement, and revoke or modify any such designation. Section 2.4. Transmission of Notices, Documents and Information. (a) Unless otherwise required by the MSRB, all notices, documents and information provided to the MSRB shall be provided to the MSRB’s Electronic Municipal Markets Access (EMMA) system, the current Internet Web address of which is www.emma.msrb.org. (b) All notices, documents and information provided to the MSRB shall be provided in an electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. Section 2.5. Fiscal Year. (a) The Issuer’s current fiscal year is January 1-December 31, and the Issuer shall promptly notify (i) the MSRB and (ii) the Trustee of each change in its fiscal year. (b) Annual Financial Information shall be provided at least annually notwithstanding any fiscal year longer than 12 calendar months. ARTICLE III Effective Date, Termination, Amendment and Enforcement Section 3.1. Effective Date; Termination. (a) This Agreement shall be effective upon the issuance of the Bonds. App.C-2
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MINUTES OF THE REGULAR MEETING OF T
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July 26, 2011 Minutes of the Regula
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July 26, 2011 Introduction Chairman
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July 26, 2011 a. Approval of the Mi
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July 26, 2011 “Following a review
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July 26, 2011 3. a. Report of the P
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July 26, 2011 b. Report of the Chie
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July 26, 2011 4. Proposed Expansion
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July 26, 2011 average of 15.1 new j
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July 26, 2011 RESOLVED, That the Ch
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July 26, 2011 Section I Non-Complia
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July 26, 2011 Recommendation: Staff
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July 26, 2011 Niagara LaSalle Corpo
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July 26, 2011 The Carriage House Co
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July 26, 2011 RESOLVED, That the Ch
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July 26, 2011 commitments. Thus, cu
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July 26, 2011 7. Increase in Hydroe
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July 26, 2011 (f) Use of the RSR fo
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July 26, 2011 “The proposed actio
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July 26, 2011 RESOLVED, That the Se
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July 26, 2011 work, is capable of c
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July 26, 2011 “On May 24, 2011, n
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July 26, 2011 any and all actions a
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July 26, 2011 “The window replace
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July 26, 2011 11. Amended and Resta
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July 26, 2011 13. Amendments to the
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July 26, 2011 15. Motion to Conduct
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July 26, 2011 17. Election of Actin
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July 26, 2011 19. Next Meeting The
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July 26, 2011 EXHIBITS For July 26,
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July 26, 2011- NYPA Trustees’ Mee
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July 26, 2011- NYPA Trustees’ Mee
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Exhibit “A” Economic Developmen
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served by the 51 municipal and coop
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Generation revenue in June was $176
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In June, NYPA finalized a position
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GLOSSARY 1 Net Generation - The ene
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as a single regional compliance mar
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Report of the Chief Financial Offic
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RESULTS OF OPERATIONS Net Income Si
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RESULTS OF OPERATIONS 140 120 100 8
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RESULTS OF OPERATIONS 180 O&M Expen
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CASH AND LIQUIDITY INVESTMENT PORTF
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DEBT Unhedged Variable Rate 12% Deb
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Exhibit 1: Average August to Decemb
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New York Power Authority Financial
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New York Power Authority Exhibit "4
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APPLICATION SUMMARY Expansion Power
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July 26, 2011 Exhibit “4-B-1” P
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WHEREAS, the Customer has completed
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R. Replacement Power (or RP) is 445
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the Service Tariff shall govern. In
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X. Transition of Allocation to WNY
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XVII. Waiver A. Any waiver at any t
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SCHEDULE A TO AGREEMENT FOR THE SAL
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United States Department of Labor (
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APPENDIX TO SCHEDULE B Base Employm
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The POWER AUTHORITY OF THE STATE OF
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D. Electric Service is the Firm Pow
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C. The Contract Demand for the Cust
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Charges associated with the Allocat
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B. Except where otherwise herein sp
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AGREED: TRY-IT DISTRIBUTING CO., IN
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SCHEDULE B TO AGREEMENT FOR THE SAL
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eduction of the Contract Demand to
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July 26, 2011 Exhibit “5-A-1” C
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July 26, 2011 Exhibit “A-2” Com
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New York Power Authority Preliminar
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New York Power Authority 2011 Preli
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Discussion The attached preliminary
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Added to the O&M for ratemaking pur
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The capital costs (both debt- and e
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2012 to 2014 costs, respectively. T
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The proposed demand and energy rate
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NEW YORK POWER AUTHORITY HYDROELECT
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Table 1 EMBEDDED COSTS FOR ANCILLAR
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Table 3 EMBEDDED COSTS FOR BLACK ST
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Table 5 EMBEDDED COSTS FOR OPERATIN
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TABLE OF CONTENTS Page ARTICLE I DE
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“Commercial Paper Rate Mode” me
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“Term Rate Mode” means the mode
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Chairman, President and Chief Execu
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Beneficial Owners to receive paymen
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(l) any other provisions deemed adv
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306. Delivery of Bonds. Except as o
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(a) The General Resolution has not
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APPENDIX A [FORM OF BONDS] No. 2011
Page 193 and 194: To the extent and in the manner per
Page 195 and 196: IN WITNESS WHEREOF, POWER AUTHORITY
Page 197 and 198: FORM OF ASSIGNMENT ASSIGNMENT FOR V
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Page 201 and 202: Implementation of any refunding wil
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Page 207 and 208: EXHIBITS Exhibit 1: Amended and Res
Page 209 and 210: $___,___,000 Series 2011 A Bonds SE
Page 211 and 212: [This page intentionally left blank
Page 213 and 214: Rate Covenant......................
Page 215 and 216: Registration of the 2011 Bonds.....
Page 221 and 222: through purchased power (see ‘‘
Page 223 and 224: Trust Estate The Trust Estate consi
Page 225 and 226: and such pledge shall be subordinat
Page 227 and 228: Optional Redemption The 2011 Bonds
Page 229 and 230: casualty and life insurance compani
Page 231 and 232: “OID” is the excess of (i) the
Page 233 and 234: The specific nature of the informat
Page 237 and 238: 3. The 2011 Bonds have been duly an
Page 241 and 242: 4. To facilitate subsequent transfe
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Page 247 and 248: year in which the change is made sh
Page 249 and 250: (vii) modifications to rights of Bo
Page 251 and 252: IN WITNESS WHEREOF, the parties hav
Page 253 and 254: APPENDIX D LITIGATION Land Claims (
Page 255 and 256: the costs of such pending claims, o
Page 257 and 258: PART 2 of the OFFICIAL STATEMENT of
Page 259 and 260: TABLE OF CONTENTS FOR PART 2 THE AU
Page 261 and 262: PART 2 of the OFFICIAL STATEMENT of
Page 263 and 264: CERTAIN FINANCIAL AND OPERATING MAT
Page 265 and 266: 500-MW Plant and Cessation of Opera
Page 267 and 268: enefits from cash from operations.
Page 269 and 270: The Authority may issue additional
Page 271 and 272: Enterprise Risk management program,
Page 273 and 274: needs at any point in time. Unless
Page 275 and 276: NYISO Capacity Requirements Matters
Page 277 and 278: equirements of certain municipal el
Page 279 and 280: (a) Industrial Power Programs The 2
Page 281 and 282: withdrawn by the Authority on Augus
Page 283 and 284: improved energy efficiency and clea
Page 285 and 286: development purposes within St. Law
Page 287 and 288: approved to receive Awards, with to
Page 289 and 290: transmission facilities tariff on f
Page 291 and 292: THE AUTHORITY’S FACILITIES Genera
Page 293 and 294: eservoir, and power transformation
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(6) Out-of-State Power Allocations
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SCPPs To meet potential capacity de
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east from the St. Lawrence Project
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to predict whether any such bills o
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esponsibility for purchasing energy
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Commission in the coming months.[up
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could potentially result in signifi
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discussion does not purport to be c
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[This page intentionally left blank
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whether negotiable or non-negotiabl
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Operating Expenses means the Author
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Qualified Swap. Rating Agency means
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eimbursement are equal to the amort
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Capital Fund The General Resolution
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(General Resolution, Secs. 801, 802
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APPENDIX 2 BACKGROUNDS OF THE AUTHO
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Eugene L. Nicandri, Trustee Judge E
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Francine Evans, Executive Vice Pres
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Jordan Brandeis, Senior Vice Presid
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Exhibit “12-A” July 26, 2011 GO
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c. Advise the Board of Trustees on
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GOVERNANCE COMMITTEE CHARTER Exhibi
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d. Periodically review and as neces
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Exhibit “13-A” Editing Note: Th
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ARTICLE VII - FISCAL MANAGEMENT 7 S
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Section 2. Annual Meeting The annua
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as he or she may deem necessary in
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are carried out for and reported to
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and shall report on and make recomm
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Section 4. Capital Expenditure Plan
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Exhibit “13-B" July 26, 2011 BY-L
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ARTICLE VII - FISCAL MANAGEMENT 9 S
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Section 2. Annual Meeting The annua
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the general supervision of the busi
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policies of the Authority, supervis
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members of the Board of Trustees. A
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Section 5. Expenditure Authorizatio
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DATE: 07/26/2011 REVISION: 0 POWER
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DATE: 07/26/2011 REVISION: 0 POWER
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