N.Y. Public Authorities Law § 2046-g: Bonds and notes

§ 2046-g. Bonds and notes. 1. The agency shall have the power and is

hereby authorized from time to time to issue bonds and notes, in

conformity with applicable provisions of the uniform commercial code, in

such principal amounts as it may determine to be necessary to pay the

cost of any project or for any other corporate purpose, including

incidental expenses in connection therewith provided such bonds and

notes shall in no event exceed fifty million dollars in outstanding

indebtedness at any time, except as any such higher amount has been

approved in advance of issuance by the qualified voters of the town of

Islip at a public referendum conducted pursuant to the rules and

regulations of the state board of elections. The agency shall have 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 or notes. The agency shall have

power from time to time to refund any bonds or notes by the issuance of

new bonds or notes whether the bonds or notes to be refunded have or

have not matured, and may issue bonds or notes partly to refund bonds or

notes then outstanding and partly for any other corporate purpose. Bonds

or notes issued by the agency may be general obligations secured by the

faith and credit of the agency or may be special obligations payable

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

in the proceedings of the agency under which the bonds or notes shall be

authorized to be issued and subject to any agreements with the holders

of outstanding bonds and notes pledging any particular revenues or

moneys.

2. The bonds and notes shall be authorized by resolution of the

governing body, shall bear such date or dates, shall mature at such time

or times, shall bear interest at such rate or rates, be in such

denominations, 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

of redemption as such resolution or resolutions may provide, provided

that no note or any renewal thereof shall mature more than five years

after the date of issue of the original note and provided that no bond

shall mature more than forty years after the date of the original

issuance. The bonds and notes of the agency may be sold by the agency at

public or private sale at such price or prices as the agency shall

determine, provided that the terms of any private sale of bonds shall be

approved in writing by the state comptroller where such sale is not to

the state comptroller, or by the director of the division of the budget

where such sale is to the state comptroller. The agency may pay all

expenses, premiums and commissions which it may deem necessary or

advantageous in connection with the issuance and sale thereof.

3. Any resolution or resolutions authorizing any bonds or notes or any

issue thereof may contain provisions, which shall be a part of the

contract with the holders thereof, as to:

(a) pledging all or any part of the moneys or revenues derived by the

agency from the ownership or operation of, or otherwise in connection

with, any project or projects or any part or parts thereof to secure the

payment of the bonds or notes or of any issue thereof, subject to such

agreements with bondholders or noteholders as may then exist;

(b) the amount, use and disposition of the rates, rentals, fees and

other charges to be fixed and collected by the agency;

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

and the regulation and disposition thereof;

(d) limitations on the right of the agency to restrict and regulate

the use of the properties in connection with which such bonds or notes

are issued;

(e) limitations on the purpose to which the proceeds of sale of bonds

or notes may be applied;

(f) limitations on the issuance of additional bonds or notes, the

terms upon which additional bonds or notes may be issued and secured and

the refunding of outstanding or other bonds or notes;

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

bondholders or noteholders may be amended or abrogated, the amount of

bonds or notes the holders of which must consent thereto, and the manner

in which such consent may be given;

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

the agency may be deposited;

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

indenture securing the bonds or notes or under which the bonds or notes

may be issued;

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

duties in trust as the agency may determine which may include any or all

of the rights, powers and duties of the trustee appointed by the

bondholders or noteholders pursuant to this title, and limiting or

abrogating the right of the bondholders or noteholders to appoint a

trustee under this title or limiting the rights, powers and duties of

such trustee;

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

default in the obligations and duties of the agency to the bondholders

or noteholders and providing the rights and remedies of the bondholders

or noteholders 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 agency to sell or otherwise

dispose of its properties;

(m) limitations on the amount of money derived from the properties to

be expended for operating, administrative or other expenses of the

agency;

(n) the protection and enforcement of the rights and remedies of the

bondholders or noteholders;

(o) the obligations of the agency in relation to the construction,

maintenance, operation, repairs and insurance of the properties of the

agency, the safeguarding and application of all moneys and the

requirements for the supervision and approval of consulting engineers in

connection with construction, maintenance and operation of such

properties;

(p) the payment of the proceeds of bonds and notes and other moneys

and revenues of the agency to a trustee or other depositary, and for the

method of disbursement thereof with such safeguards and restrictions as

the agency may determine;

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

affect the security or protection of the bonds and notes.

4. In addition to the powers herein conferred upon the agency to

secure its bonds and notes, the agency shall have power in connection

with the issuance of bonds and notes to enter into such agreements as

the agency may deem necessary, convenient or desirable concerning the

use or disposition of its moneys or property including the mortgaging of

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

security interest in any such moneys or property and the doing of any

act, including refraining from doing any act, which the agency would

have the right to do in the absence of such agreements. The agency shall

have power to enter into amendments of any such agreements within the

powers granted to the agency 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 the bonds and notes of the agency.

5. 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 agency 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 agency

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.

6. Whether or not the bonds or notes are of such form and character as

to be negotiable instruments under the terms of the uniform commercial

code, the bonds and notes are hereby made negotiable instruments within

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

subject only to the provisions of the bonds and notes for registration.

7. Neither the directors of the agency nor any person executing the

bonds or notes shall be liable personally on the bonds or notes or be

subject to any personal liability or accountability by reason of the

issuance thereof.

8. The agency, subject to such agreements with bondholders or

noteholders as may then exist, shall have power out of any funds

available therefor to purchase bonds or notes of the agency, which shall

thereupon be cancelled, at a price not exceeding (a) if the bonds or

notes are then redeemable, the redemption price then applicable plus

accrued interest to the next interest payment thereon, or (b) if the

bonds or notes are not then redeemable, the redemption price applicable

on the first date after such purchase upon which the bonds or notes

become subject to redemption plus accrued interest to such date.