N.Y. Public Authorities Law § 2050-hh: Bonds of the authority

§ 2050-hh. Bonds of the authority. 1. The authority shall have the

power and is hereby authorized from time to time to issue bonds 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 the

establishments 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 authority 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. The aggregate principal amount

of such bonds, notes or other obligations shall not exceed fifty million

dollars ($50,000,000), 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 fifty

million dollars ($50,000,000) 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 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. The authority shall have power

from time to time to refund any bonds 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. 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 to any

agreements with the holders of outstanding bonds pledging any particular

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

loan agreements, lines of credit and other security agreements and

obtain for or on its behalf letters of credit in each case for securing

its bonds or to provide direct payment of any costs which the authority

is authorized to pay.

2. 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 thirty years from the date of

original issuance of any such bonds. Obligations with a maturity of five

years or less from the date of their original issuance may be designated

as notes.

Bonds and notes 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 a

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 executive director, 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 state will be served by a private or public sale of bonds, the

authority shall select underwriters for private or public bond sales

conducted pursuant to a request for proposal process undertaken at least

once annually 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 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

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 therefor.

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.

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

bonds may contain provisions which may be a part of the contract with

the holders of the bonds thereby authorized as to:

(a) pledging all or any part of the revenues, other moneys or property

of the authority to secure the payment of the bonds, or of 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 as they may exist;

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

and the regulation and disposition thereof;

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

bonds may be applied;

(d) the rates, rents, fees and other charges to be fixed and collected

by the authority and the amount to be raised in each year thereby and

the use and disposition of revenues;

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

the use of the 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 contracts with

bondholders may be amended or abrogated, the amount of bonds, 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 revenues or moneys

may be deposited;

(i) the terms and provisions of any trust, mortgage, deed 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 trustees appointed by the

bondholders pursuant to section twenty-seven hundred fifty-eight of this

title and limiting or abrogating the rights of the bondholders to

appoint a trustee under such section 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;

(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.

4. 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 enter into such agreements 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.

5. Any provisions 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.

6. Whether or not the bonds 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 the purposes of the uniform commercial code, subject only to the

provisions of the bonds for registration.

7. Neither the members 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.

8. 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, which shall thereupon be cancelled, at

a price not exceeding (i) if the bonds are then redeemable, the

redemption price then applicable, plus accrued interest to the next

interest payment date or, (ii) if the bonds are not then redeemable, the

redemption price 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.