N.Y. Public Authorities Law § 1147-k: Bonds of the authority

§ 1147-k. Bonds of the authority. 1. The authority shall have the

power and is hereby authorized from time to time to issue bonds, notes

or other obligations to pay the cost of any project or for any other

corporate purpose, including the establishment of reserves to secure the

bonds, the payment of principal of, premium, if any, and interest on the

bonds and the payment of incidental expenses in connection therewith.

The aggregate principal amount of such bonds, notes or other obligations

shall not exceed twenty million dollars ($20,000,000), excluding bonds,

notes or other obligations issued to refund or otherwise repay bonds,

notes or other obligations theretofore issued for such purposes

provided, however, that upon any such refunding or repayment the total

aggregate principal amount of outstanding bonds, notes or other

obligations may be greater than twenty million dollars ($20,000,000)

only if the present value of the aggregate debt service of the refunding

or repayment bonds, notes or other obligations to be issued shall not

exceed the present value of the aggregate debt service of the bonds,

notes or other obligations so to be refunded or repaid. For purposes

hereof, the present values of the aggregate debt service of the

refunding or repayment bonds, notes or other obligations and of the

aggregate debt service of the bonds, notes or other obligations so

refunded or repaid, shall be calculated by utilizing the effective

interest rate of the refunding or repayment bonds, notes or other

obligations, which shall be that rate arrived at by doubling the

semi-annual interest rate (compounded semi-annually) necessary to

discount the debt service payments on the refunding or repayment bonds,

notes or other obligations from the payment dates thereof to the date of

issue of the refunding or repayment bonds, notes or other obligations

and to the price bid including estimated accrued interest or proceeds

received by the authority including estimated accrued interest from the

sale thereof. The authority shall have the power and is hereby

authorized to enter into such agreements and perform such acts as may be

required under any applicable federal legislation to secure a federal

guarantee of any bonds.

2. The authority shall have power from time to time to renew bonds or

to issue renewal bonds for such purpose, to issue bonds to pay bonds,

and, whenever it deems refunding expedient, to refund any bond by the

issuance of new bonds, whether the bonds to be refunded have or have not

matured, and may issue bonds partly to refund bonds then outstanding and

partly for any other corporate purpose of the authority. Bonds (other

than notes or other evidence of indebtedness) issued for refunding

purposes, which have a final maturity date longer than the maturity of

the bonds being refunded, shall be approved by the chief executive

officers of the municipalities served by the authority. Bonds issued for

refunding purposes shall be sold and the proceeds applied to the

purchase, redemption or payment of the bonds or notes to be refunded.

3. Bonds issued by the authority may be general obligations secured by

the faith and credit of the authority or may be special obligations

payable solely out of particular revenues or other moneys as may be

designated in the proceedings of the authority under which the bonds

shall be authorized to be issued, subject as to priority only to any

agreements with the holders of outstanding bonds pledging any particular

property, revenues or moneys. The authority may also enter into loan

agreements, lines of credit and other security agreements and obtain for

or on its behalf letters of credit, insurance, guarantees or other

credit enhancements to the extent not or hereafter available, in each

case for securing its bonds or to provide direct payment of any costs

which the authority is authorized to pay.

4. Bonds shall be authorized by resolution of the authority, be in

such denominations and bear such date or dates and mature at such time

or times, as such resolution may provide, provided that bonds and

renewals thereof shall mature within forty years from the date of

original issuance of any such bonds.

Bonds shall be subject to such terms of redemption, bear interest at

such rate or rates, be payable at such times, be in such form, either

coupon or registered, carry such registration privileges, be executed in

such manner, be payable in such medium of payment at such place or

places, and be subject to such terms and conditions as such resolution

may provide. Notwithstanding any other provision of law, the bonds of

the authority issued pursuant to this section shall be sold to the

bidder offering the lowest true interest cost, taking into consideration

any premium or discount not less than four nor more than fifteen days,

Sundays excepted, after a notice of such sale has been published at

least once in a newspaper of general circulation in the area served by

the authority, which shall state the terms of the sale. The terms of the

sale may not change unless notice of such change is published in such

newspaper at least one day prior to the date of the sale as set forth in

the original notice of sale. Advertisements shall contain a provision to

the effect that the authority, in its discretion, may reject any or all

bids made in pursuance of such advertisements, and in the event of such

rejection, the authority is authorized to negotiate a private or public

sale or readvertise for bids in the form and manner above described as

many times as, in its judgment, may be necessary to effect satisfactory

sale.

Notwithstanding the provisions of the preceding paragraph, whenever in

the judgment of the authority the interests of the authority will be

served thereby, the members of the authority, on the written

recommendation of the chairperson, may authorize the sale of such bonds

at private or public sale on a negotiated basis or on either a

competitive or negotiated basis. The authority shall set guidelines

governing the terms and conditions of any such private or public sales.

The private or public bond sale guidelines set by the authority shall

include, but not be limited to a requirement that where the interests of

the authority will be served by a private or public sale of bonds, the

authority shall select underwriters for each private or public bond sale

conducted pursuant to a request for proposal process and consideration

of proposals from qualified underwriters taking into account, among

other things, qualifications of underwriters as to experience, their

ability to structure and sell authority bond issues, anticipated costs

to the authority, the prior experience of the authority with the firm,

if any, the capitalization of such firms, participation of qualified

minority and women-owned business enterprise firms in such private or

public sales of bonds of the authority and the experience and ability of

firms under consideration to work with minority and women-owned business

enterprises so as to promote and assist participation by such

enterprises.

The authority shall have the power from time to time to amend such

private bond sale guidelines in accordance with the provisions of this

subdivision.

No private or public bond sale on a negotiated basis shall be

conducted by the authority without prior approval of the state

comptroller. The authority shall annually prepare and approve a bond

sale report which shall include the private or public bond sale

guidelines as specified in this subdivision, amendments to such

guidelines since the last private or public bond sale report, an

explanation of the bond sale guidelines and amendments, and the results

of any sale of bonds conducted during the fiscal year. Such bond sale

report may be a part of any other annual report that the authority is

required to make.

The authority shall annually submit its bond sale report to the state

comptroller and copies thereof to the senate finance committee and the

assembly ways and means committee.

The authority shall make available to the public copies of its bond

sale report upon reasonable request thereof.

Nothing contained in this subdivision shall be deemed to alter, affect

the validity of, modify the terms of or impair any contract or agreement

made or entered into in violation of, or without compliance with, the

provisions of this subdivision.

5. Any resolution or resolutions authorizing bonds or any issue of

bonds by the authority may contain provisions which may be part of the

contract with the holders of the bonds thereby authorized as to:

(a) pledging all or part of its revenues, together with any other

moneys, or property of the authority, to secure the payment of the bonds

or any costs of issuance thereof, including but not limited to any

contracts, earnings or proceeds of any grant to the authority received

from any private or public source, subject to such agreements with

bondholders as may then exist;

(b) the rates, rentals, fees and other charges to be fixed and

collected by the authority and the amounts to be raised in each year

thereby, and the use and disposition of revenues;

(c) the setting aside of reserves and the creation of sinking funds

and the regulation and disposition thereof;

(d) limitations on the purpose to which the proceeds from the sale of

bonds may be applied;

(e) limitations on the right of the authority to restrict and regulate

the use of any project or part thereof in connection with which bonds

are issued;

(f) limitations on the issuance of additional bonds, the terms upon

which additional bonds may be issued and secured and the refunding of

outstanding or other bonds;

(g) the procedure, if any, by which the terms of any contract with

bondholders may be amended or abrogated, including the proportion of

bondholders which must consent thereto, and the manner in which such

consent may be given;

(h) the creation of special funds into which any revenues or other

moneys may be deposited;

(i) the terms and provisions of any trust, deed, mortgage or indenture

securing the bonds under which the bonds may be issued;

(j) vesting in a trustee or trustees such properties, rights, powers

and duties in trust as the authority may determine, which may include

any or all of the rights, powers and duties of the trustee appointed by

the bondholders pursuant to section one thousand one hundred

forty-seven-l of this title or limiting the rights, duties and powers of

such trustee;

(k) defining the acts or omissions to act which may constitute a

default in the obligations and duties of the authority to the

bondholders and providing for the rights and remedies of the bondholders

in the event of such default, including as a matter of right the

appointment of a receiver, provided, however, that such rights and

remedies shall not be inconsistent with the general laws of the state

and other provisions of this title;

(l) limitations on the power of the authority to sell or otherwise

dispose of any project or any part thereof or other property;

(m) limitations on the amount of revenues and other moneys to be

expended for operating, administrative or other expenses of the

authority;

(n) the payment of the proceeds of bonds, revenues and other moneys to

a trustee or other depository, and for the method of disbursement

thereof with such safeguards and restrictions as the authority may

determine; and

(o) any other matters of like or different character which in any way

affect the security or protection of the bonds or the rights and

remedies of bondholders.

6. In addition to the powers herein conferred upon the authority to

secure its bonds, the authority shall have power in connection with the

issuance of bonds to adopt resolutions and to enter into trust

indentures, agreements and other instruments as the authority may deem

necessary, convenient or desirable concerning the use or disposition of

its revenues or other moneys or property, including the mortgaging of

any property and the entrusting, pledging or creation of any other

security interest in any such revenues, moneys, or property and the

doing of any act, including refraining from doing any act, which the

authority would have the right to do in the absence of such agreements.

The authority shall have power to enter into amendments of any such

agreements within the powers granted to the authority by this title and

to perform such agreements. The provisions of any such agreements may be

made a part of the contract with the holders of bonds of the authority.

7. Any provision of the uniform commercial code to the contrary

notwithstanding, any pledge of or other security interest in revenues,

moneys, accounts, contract rights, general intangibles or other personal

property made or created by the authority shall be valid, binding and

perfected from the time when such pledge is made or other security

interest attaches without any physical delivery of the collateral or

further act, and the lien of any such pledge or other security interest

shall be valid, binding and perfected against all parties having claims

of any kind in tort, contract or otherwise against the authority

irrespective of whether or not such parties have notice thereof. No

instrument by which such a pledge or security interest is created nor

any financing statement need be recorded or filed.

8. Whether or not the bonds of the authority are of such form and

character as to be negotiable instruments under the terms of the uniform

commercial code, the bonds are hereby made negotiable instruments within

the meaning of and for all purposes of the uniform commercial code,

subject only to the provisions of the bonds for registration.

9. Neither the members nor the officers of the authority nor any

person executing bonds shall be liable personally thereon or be subject

to any personal liability or accountability by reason of the issuance

thereof.

10. The authority, subject to such agreements with bondholders as then

may exist, shall have power out of any moneys available therefor to

purchase bonds of the authority in lieu of redemption, at a price not

exceeding:

(a) if the bonds are then redeemable, the redemption price then

applicable, plus accrued interest to the next interest payment date;

(b) if the bonds are not then redeemable, the redemption price then

applicable on the first date after such purchase upon which the bonds

become subject to redemption plus accrued interest to the next interest

payment date. Bonds so purchased shall thereupon be cancelled.

11. The authority shall have power and is hereby authorized to issue

negotiable bond anticipation notes in conformity with applicable

provisions of the uniform commercial code and may renew the same from

time to time but the maximum maturity of any such note, including

renewals thereof, shall not exceed five years from the date of issue of

such original note.