N.Y. Public Authorities Law § 2785: Bonds of the authority

§ 2785. 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 two hundred eighty-five million dollars

($285,000,000), 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 two

hundred eighty-five million dollars ($285,000,000) 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.

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 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 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. 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 that 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 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.

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.

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 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 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 monies

may be deposited;

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

securing the bonds under which the bond 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

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

notwithstanding, 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. 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 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.