These Guidelines and Procedures for the Disposal of Personal Property (hereinafter “Guidelines”), which comply with Title 5-A, Article 9 of the Public Authorities Law, establish the procedures which detail the Authority’s policy and instructions regarding the use, award, monitoring and reporting of the disposal of personal property. In addition, the Guidelines designate a Contracting Officer who is responsible for the Authority’s compliance with, and enforcement of, the Guidelines.

II. DEFINITIONS

A. “Contracting Officer” shall mean the officer or employee of a public authority who shall be appointed by resolution of the Authority’s Board of Trustees to be responsible for the disposition of personal property. The “Contracting Officer” is hereby designated to be the Senior Vice President – Enterprise Shared Services, or equivalent(s), or a designee so stated in writing. The Authority’s Contracting Officer shall not be responsible for compliance for dispositions of personal property conducted by another state entity authorized to dispose of personal property under the Public Authorities Accountability Act (“PAAA”) or as otherwise authorized by law.

B. “Dispose” or “disposal” shall mean transfer of title or any other beneficial interest in personal property in accordance with these Guidelines.

C. “Property” shall mean personal property owned by the Authority with a value in excess of $5,000, and any other interest in such property, to the extent that such interest may be conveyed to another person for any purpose, excluding an interest securing a loan or other financial obligation of another party. For the purposes of these Guidelines, personal property includes, but is not limited to, materials, tools, equipment, or vehicles which are not expected to be of any future use to the Authority, i.e., typically surplus or obsolete materials and supplies.

D. “Fair Market Value” shall mean the estimated dollar amount that a willing buyer would pay to a willing seller for the material in an arms-length transaction in the appropriate marketplace. Fair Market Value may be determined by consulting industry-recognized sources, contacting original suppliers, depreciation analysis, appraisals, fair market valuations by public auction or other methods, as may be approved by the Contracting Officer.

E. “Relative” is defined in Subsection X.G.1. of these Guidelines.

III. OBJECTIVE

The objective of these Guidelines is to identify those Authority personnel responsible for authorizing the disposal of Property owned by the Authority and to insure that the Authority receives fair and reasonable value for such Property. The transfer or sale of Property shall be accounted for in accordance with the Authority's Corporate Accounting Policy No. CAP 4.3 dated 6/30/05, Revision 2 -- “Accounting for Materials and Supplies.”

IV. TRANSACTIONS NOT COVERED

These Guidelines do not apply to any of the following transactions:

1. Disposal of real property interests;

2. Exchange of Property with other utilities or power plant owners, where such owners will provide an identical or in-kind replacement;

3. Transfer/re-deployment of Property from one Authority facility to another Authority facility.

V. DESIGNATION OF PROPERTY DISPOSAL COORDINATORS

A. The Contracting Officer shall be responsible for the Authority’s compliance with, and enforcement of, the Guidelines.

B. The individual responsible for disposal of all Property at the Authority’s facilities will be the Facilities Materials Superintendent (“FMS”) currently located at the Clark Energy Center. For purposes of Property disposal, the FMS reports directly to the Contracting Officer .

C. The Purchasing and Warehouse Manager from each facility will be the local Property Disposal Coordinator for his or her facility or location ("Facility PDC"). The Facility PDC reports to the FMS.

D. The Contracting Officer will designate an individual from the White Plains Office Procurement Division to be the Property Disposal Coordinator for the White Plains, Albany and New York corporate offices ("WPO PDC"). For purposes of Property disposal, the WPO PDC will confer, interface with and report to the Contracting Officer.

E. The Director of Fleet Operations (“DFO”) or equivalent(s) or designee is responsible for the disposal of vehicles and rolling equipment. The DFO reports directly to the Contracting Officer.

F. If appropriate, the responsible Facility PDC should confer (by oral or written communication) with the FMS and the WPO PDC should confer (by oral or written communication) with the Contracting Officer to determine if a "centralized" sale of Property, as outlined in Article VII, is appropriate. If agreed, the responsible PDC should arrange for shipment of the Property to be sold from the site to the sale location. If a centralized sale is not appropriate, the responsible PDC should proceed in accordance with the "decentralized" procedures, as outlined in Article VIII.

VI. BIDDING PROCEDURES

Except for Disposals pursuant to Article VII, Article XII and Subsection VI.B.4 of these Guidelines, whenever practicable, the responsible PDC shall solicit proposals from at least 3 bidders, to purchase the Property to be disposed of, and will maintain records of such solicitations. The PDC should use “Attachment A” attached hereto or an appropriate substitute for solicitations under this Article VI.

A. SOLICITATIONS FOR PERSONAL PROPERTY VALUED AT $15,000 OR LESS

Telephone notices and/or mailings may be used where the estimated Fair Market Value of the Property to be disposed of is equal to or less than $15,000. All bids must be submitted in writing on the forms and in the manner prescribed by this procedure and by the date and time (the “Bid Due Date”) included in the solicitation.

B. DISPOSAL METHODS FOR PERSONAL PROPERTY IN EXCESS OF $5,000 IN VALUE

1. For the purposes of these Guidelines, disposal options include, but are not limited to: sale (directly to the Buyer, through a third party, negotiation, well-advertised public auction that permits full and free competition consistent with the value and nature of the property or on any other centralized basis that achieves the same level of competition); return to the original equipment manufacturer or to the source; trade-ins; or disposal through the New York State Office of General Services (“OGS”). Use of the internet, in conjunction with the foregoing options, may also be utilized, as applicable. The Authority's Environment, Health and Safety Division should be consulted, on a case-by-case basis, regarding disposal of items that may be considered hazardous waste.

2. All Disposals of Authority Property should be made after publicly advertising for bids except as provided in Paragraph 4 below.

3. Whenever public advertising for bids is required under paragraph 2:

a. the appropriate advertisement for bids (Attachment “B” or an appropriate substitute) shall be made at such time prior to the Disposal, through such methods, and on such terms and conditions as shall permit full and free competition consistent with the value and nature of the Property. Typically, this will include advertisements in one or more of the following publications, depending on the nature of the Property: local newspapers at the facility where the sale is taking place, trade journals, regional or nationwide publications (if the market for such sale is regional or nationwide), the New York State Contract Reporter or internet services;

b. all bids must be submitted in writing on the forms and in the manner prescribed by this procedure and by the Bid Due Date included in the solicitation;

c. all bids shall be publicly disclosed, at the time and place stated in the solicitation; and

d. the award shall be made with reasonable promptness by notice to the responsible bidder whose bid, conforms to the bid solicitation and will be most advantageous to the Authority, price and other factors considered; however, any bid may be rejected when in the public interest to do so.

4. Disposals of Property may be negotiated or made by public auction without regard to Subsections 2 and 3 of this Section, but subject to obtaining such competition as is feasible under the circumstances, if:

a. the Property involved is of a nature and quantity which, if Disposed of under Subsections 2 and 3 of this Section, would adversely affect the state or local market for such Property, and the estimated Fair Market Value of such Property and other satisfactory terms of disposal may be obtained by negotiation;

b. bid prices after advertising therefore are not reasonable, either as to all or part of the Property, or have not been independently

determined in open competition;

c. the Disposal will be to the state or any political subdivision, and the estimated Fair Market Value of the Property and other satisfactory terms of Disposal are obtained by negotiation;

d. the Disposal is for an amount less than the estimated Fair Market Value of the Property, the terms of such Disposal are obtained by public auction or negotiation, the Disposal of the Property is intended to further the public health, safety or welfare or an economic development interest of the state or a political subdivision (to include but not be limited to, the prevention or remediation of a substantial threat to public health or safety, the creation or retention of a substantial number of job opportunities, or the creation or retention of a substantial source of revenues, or where the Authority's enabling legislation permits), and the purpose and the terms of such Disposal are documented in writing and approved by the Authority’s Board of Trustees;

e. If the estimated or actual fair market value of the property does not exceed $15,000; or

f. such action is otherwise authorized by law.

5. An explanatory statement shall be prepared of the circumstances of each Disposal by negotiation of any Property which has an estimated Fair Market Value in excess of fifteen thousand dollars ($15,000). In addition, an explanatory statement shall be prepared of the circumstances of each Disposal by negotiation of any Property disposed of by exchange, regardless of value. Each such statement shall be transmitted to the Commissioner of General Services, the State Legislature, the State Comptroller, and the Division of the Budget, not less than ninety days in advance of such Disposal, and a copy thereof shall be preserved in the Authority’s files.

C. DISPOSAL OPTIONS IF NO BIDS ARE RECEIVED

If solicitation pursuant to Sections VI.A. and VI.B. does not produce any proposals to purchase the Property from the Authority, or if all proposals received are less than the Authority’s Fair Market Value estimate, the appropriate PDC shall confer with the FMS and the Contracting Officer to decide (i) if re-soliciting is feasible; (ii) if shipment to a third-party contractor for Disposal would result in higher-priced proposals; (iii) if disposal by other methods would be appropriate; and/or (iv) if the Fair Market Value estimate requires review or adjustment.

VII. CENTRALIZED DISPOSAL

A. Subject to the approval of the Contracting Officer and in accordance with Article VI of these Guidelines, in either the initial document authorizing the disposal or through a subsequent communication, Property may be disposed of using any of the following methods:

1. Shipment of the material to a third-party vendor(s), selected by competitive bidding, which, pursuant to these Guidelines, will market the material for sale or dispose of such material in accordance with environmental and any other Authority requirements.

2. Consolidation of such Property at one of the Authority's facilities or an offsite warehouse for the purpose of conducting a sale managed by Authority staff, possibly with the assistance of an outside contractor.

3. Participation in public auctions such as through a private auctioneer or other utility provided the advertisement for bids through such methods permits full and free competition consistent with the value and nature of the property.

VIII. DECENTRALIZED DISPOSAL

A. The Regional Manager, Project Manager, or head of a Department or Division requiring disposal of Property which he or she believes to be surplus, will submit to the responsible PDC a written description of the material, with the original price (if known), and estimate of the Property’s Fair Market Value (if available). If practical, a photograph of the material or equipment in question should be provided. Such submission shall be made to the PDC designated at the location at which the Property is located, the responsible PDC.

B. If the responsible PDC, in conference with either the FMS or the Contracting Officer, as appropriate, determines that other Authority facilities may have an interest in the Property, a notice should be sent to the other Authority facilities advising of its availability and requesting a response within a specified time frame. A record of the notice will be maintained by the responsible PDC. In the event that the responsible PDC and either the FMS or the Contracting Officer, as appropriate, determine there is no interest in such material at other Authority facilities, a written explanation should be prepared by the PDC to that effect and maintained in the file for that transaction.

C. If no response to the notice is received, the responsible PDC will solicit bids for the purchase of such Property in accordance with the procedures described in Article VI.

IX. PARTIES PROHIBITED FROM BIDDING

A. All current and former employees of the Authority and relatives of such employees or third parties acting on behalf of such employees shall not be eligible to bid for the purchase of Authority Property and are prohibited from subsequently acquiring it in any manner. Each bidder will be required, as part of his or her bid, to certify, by signing Attachment “A,” that he or she is not a current or former employee of the Authority, is not related to any current or former employee of the Authority and is not acting on behalf of a current or former employee of the Authority or a relative of any such employee. No bid will be accepted unless accompanied by such certification.

B. The term "related to" as used in paragraph A above means the relationship of spouse, child, parent, sister, brother, grandparent, grandchild, aunt, uncle, cousin, niece, nephew, stepchild, stepparent, stepsister, stepbrother, mother-in-law, father-in-law, sister-in-law, brother-in-law, daughter-in-law or son-in-law.

X. EVALUATION OF PROPOSALS; AWARD OF CONTRACT

A. Following the receipt of proposals for the Property, the responsible PDC shall evaluate the proposals submitted and determine whether the highest of such proposals is reasonable, given the estimated Fair Market Value of the Property.

B. If the responsible PDC determines that the highest bid received is reasonable, the responsible PDC shall recommend to the Responsible Officer(s), as hereinafter defined in Article XI, that such bid be accepted, and upon the written approval of the Responsible Officer(s), the sale shall be made to the person offering such proposal. After obtaining all necessary approvals in accordance with Article XI “Authorization Levels,” a Sales Agreement appended hereto (“Attachment C”) must be executed by the responsible Authority staff member and by the successful bidder prior to completion of the transaction.

C. If either (a) the responsible PDC determines that the highest bid is not reasonable or (b) the Responsible Officer(s) decline(s) to authorize the sale, the Property will, except as provided in paragraph D below, be retained for future disposal in accordance with these Guidelines. Factors to be considered in determining whether a bid is reasonable include, but are not limited to: adequacy of the estimate of the Fair Market Value, anticipated improved future market conditions, potential for other means of disposal or redeployment, financial viability of the bidder, and condition of the Property.

D. Notwithstanding any determination by the responsible PDC, the Responsible Officer(s), with the review and approval of the Contracting Officer, may direct the sale of the Property to the person or firm submitting the highest bid.

E.                  No Authority employee who is involved in the award of Authority grants or contracts, may ask any officer, director or employee of such current or prospective contractor or grantee to reveal: (a) the political party affiliation of the individual; (b) whether the individual or entity has made campaign contributions to any political party, elected official, or candidate for elective office; or (c) whether the individual voted for or against any political party, elected official or candidate for elective office.

F.                  No Authority employee may award or decline to award any grant or contract, or recommend, promise or threaten to do so because of a current or prospective grantee’s or contractor’s: (a) refusal to answer any inquiry prohibited by Section E above or (b) giving or withholding or neglecting to make any contribution of money, service or any other valuable thing for any political purpose.

G.                 No Authority employee may take part in any contracting decision involving the payment of $1,000 or more: (i) to a Relative; or (ii) to any entity in which a Relative owns or controls 10% or more of the stock of such entity (or 1% in the case of a corporation whose stock is regularly traded on an established securities exchange); or serves as an officer, director or partner of that entity.  If a contracting matter arises relating to this Section G, then the employee must advise his or her supervisor of the relationship, and must be recused from any and all discussions or decisions relating to the matter.

1.      For purposes of this Section G, the term “Relative” shall mean any person living in the same household as the Authority employee or any person who is a direct descendant of the Authority employee’s grandparents or the spouse of such descendant.

XI. AUTHORIZATION LEVELS AND SIGNING AUTHORITY

A. For the purposes of these Guidelines, the Responsible Officer(s) will in each case review the appropriateness of the Fair Market Value estimate and the recommendation for contract award for disposal of the Property. Responsible Officers are designated as follows:

1. The Trustees, if the Fair Market Value of the Property is greater than $1,000,000; or

2. The President or the Chief Operating Officer or equivalent(s), if the Fair Market Value of the Property is up to$1,000,000; or

3. The Senior Vice President – Enterprise Shared Services or equivalent(s) or the Executive Vice President – Chief Administrative Officer or equivalent(s), if the Fair Market Value of the Property is up to $500,000; or

4. The Vice President – Procurement or equivalent(s), if the Fair Market Value of the Property is up to $250,000; or

5. The FMS, if the Fair Market Value of the Property is up to $50,000; or

6. The responsible PDC, with the prior written approval of either the FMS or the Contracting Officer, as appropriate, if the Fair Market Value of the Property is $5,000 or less.

B. For public auctions or similar centralized disposals, such authorization should be obtained prior to submitting Property to auction based on the estimated fair market value of the Property.

1. For purposes of these Guidelines, the Director - Fleet Operations (“DFO”) or equivalent(s) and FMS are authorized to sign Disposal Sales Agreements based upon the provisions of Section XI.A above whereby the DFO is authorized to sign fleet-related sales agreements and the FMS may sign both fleet and non-fleet sales agreements.

C. For decentralized disposals, such authorization should be obtained prior to signing of Sales Agreement or award of contract, in accordance with the Authorization Levels set forth in Section XI.A. Sales Agreements for individual disposal transactions through a decentralized sale should be signed in accordance with the limits set forth in the Authority’s Expenditure Authorization Procedures – Attachment C.

XII. OTHER METHODS FOR DISPOSAL OF PERSONAL PROPERTY

A. Trade-Ins

This procedure is not intended to restrict the trade‑in of equipment (i.e., computer or office equipment), materials, and/or vehicles for replacements from dealers furnishing replacement equipment, materials, and/or vehicles, where reasonable value can be obtained for the trade-in. Any such proposed trade‑in must be included as part of the solicitation of bids for the replacement equipment, materials and/or vehicles and the trade‑in value must be stated in the proposals from solicited bidders. Best efforts shall be utilized to secure a trade-in value that is equal to or exceeds the Fair Market Value.

B. Return to the Original Equipment Manufacturer (“OEM”) or to the Source

Return of materials to the OEM or the source is permissible provided that the Authority receives full value for any materials equal to the price paid by the Authority or the estimated Fair Market Value of the Property. In the event a re-stocking fee is charged by the OEM or the source, the FMS or the Contracting Officer, as appropriate, shall be consulted to determine if such a re-stocking fee is reasonable and if there are other opportunities for sale of such material. Approval of all such returns to the OEM or the source when a re-stocking fee is charged, must be in accordance with the Authorization Levels delineated in Section XI.A.

C. Disposal through the New York State Office of General Services (OGS)

When it is determined advantageous to the Authority, the Authority may utilize OGS for Disposal of Authority-owned Property including but not limited to vehicles and rolling equipment, and/or may make use of on-line disposal methods offered by OGS. In addition, in accordance with New York State law, surplus computers and accessories (e.g. monitors and keyboards) and surplus office furniture and other equipment may, with the approval of the Contracting Officer, be transferred to OGS for disposition, in the case of computers and accessories to school districts located near Authority offices or operating facilities, or in the case of office furniture and office equipment, to other state entities. Disposal of these items in this manner represents the best value to New York State in lieu of attempted re-sale of such materials.

XIII. METHODS OF PAYMENT

The proceeds from the sale of Property in the form of cash or a certified check made payable to the Authority must be forwarded to the Authority’s Treasurer by the Facility PDCs and to the Authority’s Controller's Office by the FMS and WPO PDC. In certain cases involving a transfer of Property to other state agencies or authorities, the performance of documented services to the Authority equal to or greater in value to the Fair Market Value of the Property, will serve as payment for such Property. The authorization limits of Article XI shall apply to such transactions.

XIV. REPORTING REQUIREMENTS

A. The Authority shall publish, not less frequently than annually, a report of all Property disposed of during the reporting period, including the full description, price (if any) received and the name of the purchaser for all such Property disposed of by the Authority during such period. Such report shall be prepared in conjunction with the report required by the Authority’s “Guidelines and Procedures for the Disposal of Real Property.”

B. Such report, as approved by the Trustees, shall be submitted to the Comptroller, the Director of the Budget, the Commissioner of General Services and the Legislature.

C. These Guidelines, as approved by the Trustees, shall be reviewed and approved annually by the Authority’s Board of Trustees. On or before the thirty-first day of March in each year, the Authority shall file with the Comptroller a copy of the Guidelines most recently reviewed and approved by the Trustees, including the name of the Authority’s designated Contracting Officer. At the time of filing such Guidelines with the Comptroller, the Authority shall also post such Guidelines on the Authority’s internet website and maintain such Guidelines on the website.

D. For disposal by negotiation or exchange (except when an identical or in-kind replacement is provided to the Authority) an explanatory statement shall be prepared and submitted to the parties described more fully in Subsection VI.B.5.

E. The Authority’s Governance Committee meets at least three times per year and staff from the Enterprise Shared Services Department or the equivalent(s) prepare and present ongoing reports regarding disposals of personal property and real property.

F. The Authority may be called upon periodically to submit information regarding the Disposal of Personal Property to organizations implementing the PAAA or other statutes regulating the disposal of Property, such as the Authority Budget Office through the Public Authorities Reporting Information System (“PARIS”).

Attachment A

Page 1 of 2

BID SHEET

The following personal property is available for sale "AS IS, WHERE IS" and the Power Authority gives no warranty whatsoever as to its condition.

LUMP SUM BID AMOUNT* $________________________________

Subject to all terms and conditions set forth on the reverse hereof, the undersigned offers and agrees to purchase the above-described personal property at the bid amount indicated.

Signature Company Name

Name (Printed) Street Address

Date City, State, Zip Code

FAX number Telephone number

* All sales are subject to New York State Sales Tax and Compensating Use Tax unless the Purchaser furnishes the Authority with an exemption certificate.

Attachment A

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PERSONAL PROPERTY SALE

SALE NO.

NEW YORK POWER AUTHORITY

(ADDRESS OF PROJECT)

Telephone: ( )

FAX: ( )

Subject to the terms and conditions stated below, bids will be received on the personal property, either by mail, fax or hand delivery at the (Location) no later than (Date) .

The personal property is available for inspection, by appointment, at the (Project) . For an appointment, please contact the Property Disposal Coordinator, (Name) at (Telephone no.) .

Successful bidders will be required to pay by certified check, on notice from the Authority that the bid has been accepted, and remove the personal property from the Authority's premises within ten (10) calendar days after receipt of notice of award.

Envelopes containing bids submitted by mail should be marked on the outside to indicate that a bid on Sale No. is enclosed.

Current and former employees of the Power Authority or relatives of such employees or third parties acting on behalf of such employees or relatives are ineligible to bid and are prohibited from subsequently acquiring such personal property in any manner.

1. INSPECTION. Bidders are invited, urged and cautioned to inspect the personal property being sold prior to submitting a bid. The personal property will be available for inspection at the time and place specified above. In no case will failure to inspect constitute grounds for the withdrawal of a bid after opening.

2. CONDITION OF PROPERTY. All personal property listed is offered for sale "AS IS, WHERE IS". The Authority does not in any way warrant the fitness of the personal property for any particular use or its merchantability and disclaims any other representations or warranties, express or implied, including, but not limited to, quality, character, performance or condition of the personal property or any of its component parts, assemblies, or accessories.

3. CONSIDERATION OF BIDS. Bids must be submitted in writing on the form provided by the Authority (see reverse side) and shall be submitted on all items listed. The Authority reserves the right to reject any and all bids, to waive technical defects in bids and to award sale of the items as may be in the best interest of the Authority.

4. PAYMENT. The Purchaser agrees to pay for the awarded personal property in accordance with the prices quoted in his/her bid. Payment of the full purchase price must be made within the time allowed for removal, and prior to the release of any personal property to the Purchaser.

5. NEW YORK STATE SALES AND COMPENSATING USE TAX. All sales will be subject to New York State Sales and Compensating Use Tax unless the Purchaser furnishes the Authority with an exemption certificate.

Attachment B

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ADVERTISEMENT FOR PROPOSALS

The following described personal property, shall be sold "AS IS, WHERE IS" by the New York Power Authority ("the Authority").

1. Sealed bids are invited for the above, which will be available for inspection by inquiry at the (Location/Building) at the (Project and Address) between the hours of a.m. to p.m. on (Date/s) . Bids must be submitted on the Authority's bid form, which can be obtained by calling (Telephone no.) . No bid will be accepted unless it is on such form. Bids shall be accepted on or before p.m. on (Date) .

2. Current and former employees of the Authority or relatives of such employees or third parties seeking to act on behalf of such employees or relatives shall be ineligible to bid.

3. Successful bidders, on notice from the Authority, shall be required to pay by certified check and shall promptly remove the personal property from the Authority's property.

4. The Authority reserves the right to reject any and all bids.

Attachment C

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PERSONAL PROPERTY

SALES AGREEMENT

, the Buyer, and the Power Authority of the State of New York ("the Authority"), agree as follows:

1) The personal property identified herein is sold by the Authority and purchased by Buyer "AS IS, WHERE IS" at the price(s) shown, plus any applicable sales tax.

2) THE AUTHORITY DOES NOT IN ANY WAY WARRANT THE FITNESS OF THE PERSONAL PROPERTY FOR ANY PARTICULAR USE OR ITS MERCHANTABILITY AND DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE QUALITY, CHARACTER, PERFORMANCE, OR CONDITION OF THE PERSONAL PROPERTY OR ANY OF ITS COMPONENT PARTS, ASSEMBLIES, OR ACCESSORIES.

3) The Bidder warrants that he/she/it is not a current or former Authority employee, is not related to an Authority employee and did not bid on behalf of an Authority employee. Bidder is aware that Authority employees and their family members are precluded from subsequently receiving, or acquiring, in whole or in part, by any manner including gift, sale, loan or lease, the personal property acquired by the Bidder pursuant to this sale. The term "related to" as used in this paragraph means the relationships of spouse, child, parent, sister, brother, grandparent, grandchild, aunt, uncle, cousin, niece, nephew, stepchild, stepparent, stepsister, stepbrother, mother‑in‑law, father‑in‑law, sister-in-law, brother‑in‑law, daughter-in-law, or son-in-law. The Authority reserves the right to invoke any available legal or equitable remedy in the event of a breach by the Bidder of his or her warranty under this paragraph, including but not limited to, rescinding the sale and recovering the property sold and all costs associated with the sale and the rescission of said sale.

4) The Buyer shall indemnify and hold harmless the Authority and all of its officers, agents and employees from any loss, damage, remedial or response cost, liability or expense, on account of damage or contamination to property and injuries, including death, to all persons, including Buyer's employees, or any third parties, arising or in any manner growing out of the sale of any personal property or the performance of any work under this agreement and shall defend at its own expense any suits or other proceedings brought against the Authority and its officers, agents and employees, or any of them, on account thereof, and pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith.

5) Except for disposals by public auction, the Buyer shall remove the personal property from the Authority's premises by at Buyer's expense. The Buyer shall make payment upon delivery by certified check payable to the New York Power Authority.

Attachment C

Page 2 of 2

Description of Personal Property:

Selling Price:

Executed this day of , 20 .

Buyer (Print or Type): Seller:

Power Authority of the State of New York

123 Main Street

White Plains, New York 10601

Authorized Signature Authorized Signature

Full Name (Printed)

Title Title

PRIVACY LAW NOTIFICATION

SECTION 94(1)(d) OF THE NEW YORK PUBLIC OFFICERS LAW REQUIRES THIS NOTICE TO BE PROVIDED WHEN COLLECTING PERSONAL INFORMATION FROM POTENTIAL PURCHASERS OF AUTHORITY PROPERTY.

This information is requested pursuant to Article 5, Title I of the Public Authorities Law. The principal purpose for which the information is collected is to assist the Power Authority of the State of New York in the sale of Authority personal property in accordance with Section 96(1) of the Personal Privacy Protection Law, particularly subdivisions (b), (e) and (f).

Failure to provide the requested information may result in ineligibility for participation in a program, sale or benefit provided by the Authority.

This information will be maintained by Fleet Operations, at the Power Authority of the State of New York, Clark Energy Center located at 6520 Glass Factory Road, Marcy, N.Y. 13403, (315) 724-8186 or, when appropriate, by the Procurement Department at the Corporate office or at one of the Authority facilities.