N.Y. Public Authorities Law § 2437: Bonds and notes of the agency

§ 2437. Bonds and notes of the agency. (1) Subject to the provisions

of section two thousand four hundred thirty-eight of this title, the

agency shall have the power and is hereby authorized from time to time

to issue its negotiable bonds and notes in conformity with applicable

provisions of the uniform commercial code in such principal amounts as,

in the opinion of the agency, shall be necessary to provide sufficient

funds for achieving the corporate purposes thereof, including the

purchase of municipal bonds, the providing of certain amounts to special

program municipalities from the proceeds of special program bonds, the

providing of certain amounts to special school purpose municipalities

from the proceeds of special school purpose bonds, the providing of

certain amounts to a special school deficit program district from the

proceeds of special school deficit program bonds, the payment of

interest on bonds and notes of the agency, establishment of reserves to

secure such bonds and notes, payment of letter of credit, bond insurance

and other credit and liquidity support facility fees, premiums,

reimbursements and expenses, fees and expenses of trustees and paying

agents and other financing costs including any accrued costs payable to

the New York state housing finance agency pursuant to any contract

entered into under subdivision twelve of section two thousand four

hundred thirty-four of this title and all other expenditures of the

agency incident to and necessary or convenient to carry out its

corporate purposes and powers, except the operating expenses of the

agency.

(2) Except as may otherwise be expressly provided by the agency, all

bonds and notes issued by the agency shall be general obligations of the

agency, secured by the full faith and credit of the agency and may be

payable out of any moneys, assets, or revenues of the agency, subject

only to any agreements with holders of particular bonds or notes

pledging any particular moneys, assets or revenues, all as may be

designated in the proceedings of the agency under which the bonds or

notes shall be authorized to be issued.

(3) Bonds and notes shall be authorized by a resolution or resolutions

of the agency adopted as provided by this title; provided, however, that

any such resolution authorizing the issuance of bonds or notes may

delegate to an officer of the agency the power to issue such bonds or

notes from time to time and to fix the details of any such issues of

bonds or notes by an appropriate certificate of such authorized officer.

(4) Such bonds or notes shall bear such date or dates, shall mature at

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

of such denominations, shall be in such form, carry such registration

privileges, be executed in such manner, be payable in lawful money of

the United States of America at such place or places within or without

the state, be subject to such terms of redemption prior to maturity and

have such other terms as may be provided by such resolution or

resolutions or such certificate with respect to such bonds or notes, as

the case may be; provided, however, that the maximum maturity of bonds

other than special program bonds, special school purpose bonds or

special school deficit program bonds shall not exceed forty years from

the date thereof, the maximum maturity of special program bonds shall

not exceed thirty years, the maximum maturity of special school purpose

bonds shall not exceed twenty years, the maximum maturity of special

school deficit program bonds shall not exceed ten years and the maximum

maturity of notes or any renewals thereof shall not exceed five years

from the date of the original issue of such notes.

(5) Any bonds or notes of the agency other than special program bonds,

special school purpose bonds, special school deficit program bonds,

recovery act bonds or public safety communications bonds shall be sold

at public sale and from time to time upon such terms and at such prices

as may be determined by the agency, and the agency may pay all expenses,

premiums and commissions which it may deem necessary or advantageous in

connection with the issuance and sale thereof. Any special program

bonds, special school purpose bonds, special school deficit program

bonds, recovery act bonds or public safety communications bonds shall be

sold at public or private sale and from time to time upon such terms and

at such prices as may be determined by the agency, and the agency may

pay all expenses, premiums and commissions which it may deem necessary

or advantageous in connection with the issuance and sale thereof

provided, however, that special program bonds relating to a special

program agreement entered for the purpose described in paragraph (b) of

subdivision one of section twenty-four hundred thirty-five-a of this

title shall be sold on or before June thirtieth, two thousand one. No

special program bonds, special school purpose bonds, special school

deficit program bonds, or recovery act bonds, or public safety

communications bonds of the agency may be sold by the agency at private

sale, however, unless such sale and the terms thereof have been approved

in writing by (a) the comptroller, where such sale is not to the

comptroller, or (b) the director of the budget, where such sale is to

the comptroller.

(6) The agency is authorized to provide for the issuance of its bonds

or notes for the purpose of refunding any bonds or notes of the agency

then outstanding, including the payment of any redemption premiums

thereon and any interest accrued or to accrue to the redemption date

next succeeding the date of delivery of such refunding bonds or notes.

The proceeds of any such bonds or notes issued for the purpose of so

refunding outstanding bonds or notes, may, in the discretion of the

agency, be applied to the purchase or retirement at maturity of such

outstanding bonds or notes or the redemption of such outstanding bonds

or notes on the redemption date next succeeding the date of delivery of

such refunding bonds or notes, or both such purposes, and may, pending

such application, be placed in escrow to be applied to such purchase or

retirement at maturity or redemption on such date as may be determined

by the agency. Any such escrowed proceeds, pending such use, may be

invested and reinvested in obligations of or guaranteed by the state or

the United States of America, or in certificates of deposit or time

deposits secured in such manner as the agency shall determine, maturing

at such time or times as shall be appropriate to assure the prompt

payment, as to principal, interest and redemption premium, if any, on

the outstanding bonds or notes to be so refunded by purchase, retirement

at maturity or redemption, as the case may be. The interest, income and

profits, if any, earned or realized on any such investment may also be

applied to the payment of the outstanding bonds or notes to be so

refunded by purchase, retirement at maturity or redemption, as the case

may be. After the terms of the escrow have been fully satisfied and

carried out, any balance of such proceeds and interest, if any, earned

or realized on the investments thereof may be returned to the agency for

use by it in any lawful manner. All such bonds or notes shall be issued

and secured and shall be subject to the provisions of this title in the

same manner and to the same extent as any other bonds or notes

authorized pursuant to this title.

(7) Whether or not the bonds and 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.

(8) Subject only to the provisions of sections two thousand four

hundred thirty-eight and two thousand four hundred thirty-nine of this

title, any resolution or resolutions authorizing any bonds or notes of

the agency may contain provisions which may be a part of the contract

with the holders of such bonds or notes, as to: (a) pledging or creating

a lien, to the extent provided by such resolution or resolutions, on all

or any part of any monies or assets of the agency or of any moneys held

in trust or otherwise by others for the payment of such bonds or notes;

(b) otherwise providing for the custody, collection, securing,

investment and payment of any moneys of the agency; (c) the setting

aside of reserves or sinking funds and the regulation or disposition

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

any issue of such bonds or notes then or thereafter to be issued may be

applied; (e) limitations on the issuance of additional bonds or notes,

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

secured, and upon the refunding of outstanding or other bonds or notes;

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

holders of bonds or notes 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; (g) the creation of special funds

into which any moneys of the agency may be deposited; (h) vesting in a

trustee or trustees such properties, 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 pursuant to section two

thousand four hundred forty of this title, and limiting or abrogating

the right of the holders of bonds or notes to appoint a trustee under

such section or limiting the rights, duties and powers of such trustee;

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

default in the obligations and duties of the agency and providing for

the rights and remedies of the holders of bonds or notes in the event of

such default, providing, however, that such rights and remedies shall

not be inconsistent with the general laws of this state and other

provisions of this title; and (j) any other matters of like or different

character, which in any way affect the security and protection of the

bonds or notes and the rights of the holders thereof.

(9) Any resolution or resolutions or trust indenture or indentures

under which bonds or notes of the agency are authorized to be issued may

contain provisions for vesting in a trustee or trustees such properties,

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 holders of any issue of notes or bonds pursuant to

section two thousand four hundred forty of this title, in which event

the provisions of said section two thousand four hundred forty

authorizing the appointment of a trustee by such holders of bonds or

notes shall not apply.

(10) It is the intention of the legislature that any pledge of

earnings, revenues, other moneys or assets made by the agency shall be

valid and binding from the time when the pledge is made; that the

earnings, revenues, other moneys or assets so pledged and thereafter

received by the agency shall immediately be subject to the lien of such

pledge without any physical delivery thereof or further act, and that

the lien of any such pledge shall be valid and binding as against all

parties having claims of any kind in tort, contract or otherwise against

the agency irrespective of whether such parties have notice thereof.

Neither the resolution nor any other instrument by which a pledge is

created need be recorded.

(11) Neither the members of the agency nor any person executing the

bonds or other obligations shall be liable personally on the bonds or

other obligations or be subject to any personal liability or

accountability by reason of the issuance thereof.