N.Y. Public Authorities Law § 2676-h: Bonds of the authority

§ 2676-h. 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 outstanding shall not exceed eighty million dollars,

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 eighty million dollars

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.

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 a resolution of the

county legislature adopted by a majority vote and approved by the county

executive. 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 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 now 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. (a) 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.

(b) 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 shall 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.

(c) Notwithstanding paragraph (b) of this subdivision, 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.

(d) 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.

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

conducted by the authority without prior approval of the state

comptroller and the county 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.

(f) The authority shall annually submit its bond sale report to the

state comptroller and the county comptroller and copies thereof to the

senate finance committee and the assembly ways and means committee.

(g) The authority shall make available to the public copies of its

bond sale report upon reasonable request thereof.

(h) 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 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 part of the revenues, other monies 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 bond holders as may then

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 contract with

bond holders shall be amended or abrogated, the amount of bonds the

holders of which shall consent thereto, and the manner in which such

consent shall be given;

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

shall be deposited;

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

securing the bonds under which the bond shall 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 bond holders to appoint a trustee pursuant to this title or limiting

the rights, duties, and powers of such trustee;

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

default in the obligations and duties of the authority to the bond

holders and providing for the rights and remedies of the bond holders in

the event of such default, including as a matter of right 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 monies to be

expended for operating, administrative or other expenses of the

authority;

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

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 conferred upon the authority to secure

its bonds under this section, the authority shall have power in

connection with the issuance of bonds to adopt resolutions and enter

into such trust indentures, agreements or other instruments as the

authority may deem necessary, convenient or desirable concerning the use

or disposition of its revenues or other monies or property, including

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

of any other security interest in any such revenues, monies, 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

resolutions, trust indentures, agreements, or other instruments. The

authority shall have power to enter into amendments of any such

resolutions, trust indentures, agreements, or other instruments. The

provisions of any such resolutions, trust indentures, agreements, or

other instruments may be made a part of the contract with the holders of

bonds of the authority.

7. Notwithstanding any provision of the uniform commercial code to the

contrary, any pledge of or other security interest in revenues, monies,

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. Regardless of whether 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 all the purposes of the uniform commercial code,

subject only to the provisions of the bonds for registration.

9. Neither the members of the authority nor any person executing its

bonds shall be liable personally on its bonds or be subject to any

personal liability or accountability by reason of the issuance thereof.

10. Subject to such agreements with bondholders as may then exist, the

authority shall have power out of any funds available therefor to

purchase bonds of the authority, which shall thereupon be cancelled, 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; or (b) 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. Bonds so purchased shall thereupon be

cancelled.