N.Y. Public Authorities Law § 3307: Transfer of property; relationship with the county; certain gifts, loans and guarantees by the county

§ 3307. Transfer of property; relationship with the county; certain

gifts, loans and guarantees by the county. 1. (a) The county may give,

grant, sell, convey, loan, license the use of, or lease to the

corporation any property (except monies appropriated by the county and

payable to the corporation pursuant to subdivision three and paragraph

(a) of subdivision four of this section) which are useful in connection

with the exercise by the corporation of any of its powers under this

title in order to transfer the facilities and operations of the

Westchester County Medical Center to the corporation by agreement

between the county and the corporation and any subsequent renewal or

amendment thereof, by local law adopted by a two-thirds majority of the

county board of legislators and after approval by the county board of

acquisition and contract, notwithstanding any general, special or local

law, ordinance, resolution or charter.

(b) Any such gift, grant, sale, conveyance, loan, license or lease

shall be upon such terms and conditions, for such consideration, if any,

and for such term or terms of years, subject to the rights of the

holders of any bonds, as the corporation and the county may agree. No

real property of the county consisting of any health facility currently

operated by the Westchester County Medical Center shall be transferred

to the corporation in fee, except under such restrictions regarding

rights of first refusal, or other rights, to repurchase the property as

the Westchester County Board of Legislators shall approve by act, and

subject to a restrictive covenant prohibiting the corporation from

pledging or mortgaging the fee interest in the property. In the event

that the county gives, grants, sells, conveys, loans, licenses or leases

any facilities to the corporation, the county may contract with the

corporation to lease, borrow, license, operate, maintain, manage and

provide services for such facilities upon such terms and conditions and

for such term or terms of years, subject to the rights of holders of

bonds, as the corporation and the county may agree. The corporation, in

furtherance of any purchase, conveyance or lease of any property or

facility from the county, may assume the primary responsibility for the

payment of the principal and interest on any bonds or notes issued by

the county for such property or facility.

2. The county may acquire by purchase, grant, lease, gift or

condemnation pursuant to the eminent domain procedure law, real property

in the name of the county for any corporate purpose of the corporation.

3. In addition to any other powers granted to it by law and consistent

with the constitution and other provisions of law, the county may, from

time to time, appropriate sums of money to defray project costs or any

other costs or expenses of the corporation including operating expenses.

Subject to the rights of bondholders, the county may determine if the

monies so appropriated shall be subject to repayment by the corporation

to the county and, in such event, the manner and time or times for such

repayment.

4. In addition to the authority granted elsewhere in this title and by

other applicable laws, the corporation and the county may enter into a

contract or contracts from time to time providing for one or more of the

following:

(a) the payment of sums appropriated by the county pursuant to

subdivision three of this section;

(b) the payment of sums for health care services provided by the

corporation which could otherwise be provided directly by the county,

including services for uncompensated care;

(c) services to be provided by the county to or on behalf of the

corporation;

(d) the transfer of employees of the county to the corporation as

provided in section thirty-three hundred four of this title;

(e) indemnification by the corporation to the county for claims

associated with establishment of and operation of the corporation and

its health facilities;

(f) the gift, grant, sale, conveyance, loan, license or lease by the

county to the corporation of any property (except monies appropriated by

the county and payable to the corporation pursuant to subdivision three

and paragraph (a) of this subdivision) or facilities which are useful in

connection with the exercise by the corporation of any of its powers

under this title not transferred pursuant to the authority granted in

paragraph (a) of subdivision one of this section, which gift, grant,

sale, conveyance, loan, license or lease shall nevertheless be subject

to paragraph (b) of subdivision one of this section; and

(g) such other matters as may be appropriate to accomplish the

purposes hereof.

Any such contract or contracts shall be authorized by the county by

act adopted by majority vote of the county board of legislators and with

the approval of the county board of acquisition and contract. Such

contract or contracts shall include such terms and conditions, be for

such consideration, if any, and have such term or terms of years, as the

corporation and the county may agree.

5. On the effective date of the transfer of the facilities and

operations of the Westchester County Medical Center pursuant to an

agreement between the county and the corporation as authorized in this

title, the department shall be abolished. On and after such date, the

department of health of the county shall be vested with all power and

authority of the department not explicitly or implicitly transferred to

the corporation pursuant to this title.

6. (a) Notwithstanding any general, special or local law or charter

provisions to the contrary, the county of Westchester shall have the

power and is hereby authorized, pursuant to section seven of article

seventeen of the state constitution, to lend its money or credit to or

in aid of the corporation or any subsidiary thereof for the purpose of

providing health related facilities or hospital facilities for the

prevention, diagnosis or treatment of human disease, pain, injury,

disability, deformity or physical condition, and for facilities

incidental or appurtenant thereto as may be prescribed by law. The

county is hereby authorized to prescribe such facilities by local law of

the county. The corporation or any such subsidiary thereof, as a

condition to any such loan of money or credit, shall enter into a

regulatory agreement with the county as to its charges, profits,

dividends and disposition of its property of franchises, which agreement

shall be binding and enforceable by the county insofar as this regulates

such charges, profits, dividends and disposition of property. The county

may elect in such regulatory agreement to refrain from exercising all or

any portion of its authority to so regulate such charges, profits,

dividends and disposition of property to the extent such charges,

profits, dividends and disposition of property are regulated by the

state or any agency thereof. The county shall authorize such regulatory

agreement by local law.

(b) In pursuance of the authority granted pursuant to this article,

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

time to issue its bonds, notes or other obligations in such principal

amounts as it shall deem necessary, after taking into account other

monies which may be available for the purposes set forth in this

section. Except as provided for in paragraph (c) of this subdivision,

such bonds, notes or obligations shall be issued for the purpose of

making loans to the corporation or any subsidiary thereof, paying

interest on such bonds, notes or other obligations, establishment of

reserves to secure such notes, bonds, or other obligations, and paying

all other obligations and expenditures incidental to and necessary or

convenient for the making of such loans. Such bonds, notes or

obligations shall be issued in accordance with the applicable provisions

of this chapter and the local finance law and applicable local laws. The

county, in its sole discretion, may, in lieu of the corporation,

undertake to perform or complete the corporation's capital project if

authorized to do so in the county's capital budget. The corporation

shall submit its capital project requests to the county and shall comply

with any and all requirements imposed by the county in accordance with

the county's capital projects procedures. The corporation shall also

provide to the county any and all documentation and information

requested by the county with respect to all such capital projects. In

the event that the county determines to undertake to perform or complete

the corporation's capital project pursuant to this subdivision, such

capital project shall be accomplished in such manner as may be

authorized by the county. The county may enter into contracts as are

necessary to carry out such capital projects on behalf of the

corporation, including, but not limited to, contracts for architects,

engineers, land surveyors and other consultants, contracts for public

works and purchase contracts. With respect to such contracts, the

county shall comply with the requirements set forth in article five-A of

the general municipal law, provided however the county shall be entitled

to utilize the provisions set forth in subdivisions nine and ten of

section thirty-three hundred three of this article. After the completion

of the capital project, the corporation shall annually submit to the

budget director and the commissioner of finance of the county a written

report detailing and certifying the manner by which the corporation is

utilizing the capital project in a manner consistent with the county's

issuance of bonds for such project. Such report shall be submitted on or

before the first day of March of each year after the project's

completion.

(c) The county shall also have the power and is hereby authorized to

issue its bonds, notes or other obligations to provide full funding

without repayment by the corporation. The county, in its sole

discretion, may, in lieu of the corporation undertake to perform or

complete capital projects of the corporation, if authorized to do so in

the county's capital budget. Such bonds, notes or obligations, if

authorized by the county, shall be issued in accordance with the

applicable provisions of this chapter, the local finance law and

applicable local laws. The corporation shall submit its capital project

requests to the county and shall comply with any and all requirements

imposed by the county in accordance with the county's capital projects

procedures. The corporation shall cooperate with the county and provide

to the county any and all documentation and information requested by the

county with respect to all such capital projects. In the event that the

county determines to undertake to perform or complete the corporation's

capital project pursuant to this subdivision, such capital project shall

be accomplished in such manner as may be authorized by the county. The

county may enter into contracts as are necessary to carry out such

capital projects on behalf of the corporation, including, but not

limited to, contracts for architects, engineers, land surveyors and

other consultants, contracts for public works and purchase contracts.

With respect to such contracts, the county shall comply with the

requirements set forth in article five-A of the general municipal law,

provided however the county shall also be entitled to utilize the

provisions set forth in subdivisions nine and ten of section

thirty-three hundred three of this article. After the completion of the

capital project, the corporation shall annually submit to the budget

director and the commissioner of finance of the county a written report

detailing and certifying the manner by which the corporation is

utilizing the capital project in a manner consistent with the county's

issuance of bonds for such project. Such report shall be submitted on or

before the first day of March of each year after the project's

completion.

(d) Any guarantee by the county made pursuant to the authority granted

in this section shall be authorized by act or acts of the county in the

same manner as such act or acts authorizing the issuance of bonds of the

county for the purposes for which such guarantee is undertaken.

(e) The county shall also be authorized to enact laws governing the

conditions under which such loans, commitments and guarantees shall be

made.

7. For purposes of subdivision four of paragraph a of section 25.00 of

the local finance law, amounts to be derived by the county of

Westchester from the corporation, or any subsidiary thereof, shall be

included in the term "other income".

8. (a) Notwithstanding the provisions of any other state or local law

to the contrary, including, but not limited to, sections six-n and six-j

of the general municipal law, with the approval of the county board of

legislators, amounts deposited for or on behalf of the Westchester

County Medical Center in the liability and casualty and workers'

compensation reserve funds established by the county pursuant to said

sections of the general municipal law, and investment earnings thereon,

may be withdrawn by the county from such funds and transferred to the

corporation and shall be used by the corporation for the purposes for

which such funds were established.

(b) No amounts shall be withdrawn and transferred to the corporation

pursuant to this subdivision unless prior thereto the corporation has

agreed in writing to indemnify and hold harmless the county, and provide

defense, for all claims, cases, proceedings, actions or other matters

against the county arising out of the properties, facilities, operations

or employees of the corporation of the Westchester County Medical

Center, whether commenced before or after the date of transfer of said

amounts, and to provide such other security for this obligation as the

county may reasonably require.