N.Y. Public Authorities Law § 3560: Bonds or notes of the corporation

§ 3560. Bonds or notes of the corporation. 1. The corporation shall

have power as hereby authorized from time to time to issue negotiable

bonds in conformity with applicable provisions of the uniform commercial

code provided, however, that such power shall only be exercised to the

extent authorized in the contract between the corporation and the

department of health provided for in subdivision two of section four

hundred three of the public health law. The corporation 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. Except as may otherwise be expressly

provided by the corporation, every issue of new bonds shall be general

obligations payable out of any moneys or revenues of the corporation,

subject only to any agreements with the holders of particular bonds

pledging any particular moneys or revenues.

2. Such bonds shall be authorized by resolution of the board, be in

such denominations and shall bear such date or dates, mature at the time

or times not exceeding forty years from their respective dates, bear

interest at such rate or rates 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 of redemption as such

resolution or resolutions may provide. Such bonds may be sold at public

or private sale for such price or prices as the corporation shall

determine.

3. Such bonds may be issued for any corporate purposes of the

corporation.

4. Bonds issued by the corporation may be general obligations secured

by the faith and credit of the corporation or may be special obligations

payable solely out of particular revenues or other moneys as may be

designated in the proceedings of the corporation 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 corporation 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 corporation is authorized to pay.

5. Any resolution or resolutions authorizing any bonds may contain

provisions which may be a part of the contract with the holders of the

bonds as to:

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

corporation to secure the payment of its bonds, including, but not

limited to, the revenues of designated facilities of the corporation,

the proceeds of any grant in aid of the corporation received from any

private or public source, any federally guaranteed security and moneys

received therefrom whether such security is initially acquired by the

corporation or otherwise, any moneys received under the terms of any

lease, loan or other agreement executed pursuant to this title, or any

other revenues which may be received by the corporation;

(b) the setting aside of reserves or sinking funds and the regulation

or disposition thereof;

(c) the purposes and limitations thereon to which the proceeds of sale

of any issue of bonds then or thereafter to be issued may be applied,

including as authorized purposes, all costs and expenses necessary or

incidental to the issuance of bonds, to the acquisition of or commitment

to acquire any federally guaranteed security and to the issuance and

obtaining of any federally insured mortgage note;

(d) limitations on the issuance of additional bonds; the terms upon

which additional bonds may be issued and secured; the refunding of

outstanding or other bonds;

(e) the procedure, if any, by which the terms of any contract 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;

(f) the creation of special funds into which any moneys of the

corporation may be deposited;

(g) vesting in a trustee or trustees such properties, rights, powers

and duties in trust as the corporation may determine which may include

any or all of the rights, powers and duties of the trustee appointed by

the bondholders pursuant to section three thousand five hundred

sixty-one of this title and limiting or abrogating the right of the

bondholders to appoint a trustee under such section or limiting the

rights, duties and powers of such trustee;

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

default in the obligations and duties of the corporation to the

bondholders and providing for the rights and remedies of the bondholders

in the event of default, including as a matter of right the appointment

of a receiver, providing, that such rights and remedies shall not be

inconsistent with the general laws of this state and other provisions of

this title; and

(i) any other matters, of like or different character, which in any

way affect the security and protection of the bonds.

6. (a) The bonds of the corporation issued pursuant to this section

shall be sold to the bidder offering the lowest true interest cost,

taking into consideration any premium or discount.

(b) Notwithstanding the provisions of paragraph (a) of this

subdivision, whenever in the judgment of the corporation the interests

of the corporation will be served thereby, the directors of the

corporation, on the written recommendation of the chairperson may

authorize the sale of such bonds at private or public sale on either a

competitive or negotiated basis. The corporation 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 corporation shall

include, but not be limited to, a requirement that where the interests

of the corporation will be served by a private or public sale of bonds,

the corporation shall select underwriters for each private or public

bond sale conducted pursuant to a request for proposal process

undertaken from time to time and consideration of proposals from

qualified underwriters as determined by the corporation. Bonds of the

corporation shall not be sold by the corporation at a private sale

unless such sale and the terms thereof have been approved in writing by

the comptroller where such sale is not to the comptroller, or by the

director of the budget where such sale is to the comptroller.

(c) The corporation shall have the power from time to time to amend

such private bond sale guidelines in accordance with the provisions of

this subdivision.

(d) The corporation 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 corporation is required to make.

(e) The corporation shall annually submit its bond sale report to the

state comptroller, the senate finance committee and the assembly ways

and means committee.

(f) The corporation shall make available to the public copies of its

bond sale report upon reasonable request thereof.

(g) 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.

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

bonds by the corporation may also contain provisions which may be a part

of the contract with the holders of the bonds thereby authorized as to:

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

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

the use and disposition of revenues;

(b) limitations on the right of the corporation to restrict and

regulate the use of the project or part thereof in connection with which

bonds are issued;

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

securing the bonds under which the bonds may be issued;

(d) limitations on the power of the corporation to sell or otherwise

dispose of any project or any part thereof or other property;

(e) limitations on the amount of revenues and other moneys to be

expended for operating, administrative or other expenses of the

corporation;

(f) 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 corporation may

determine; and

(g) 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 the bondholders.

8. In addition to the powers herein conferred upon the corporation to

secure its bonds, the corporation shall have the power in connection

with the issuance of bonds to adopt resolutions and enter into such

trust indentures, agreements or other instruments as the corporation 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

corporation would have the right to do in the absence of such

resolutions, trust indentures, agreements or other instruments. The

corporation shall have power to enter into amendments of any such

resolutions, trust indentures, agreements or other instruments within

the powers granted to the corporation by this title and to perform the

obligations undertaken in 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 corporation.

9. Any provision 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 corporation 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 corporation

irrespective of whether 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.

10. Whether or not the bonds of the corporation 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.

11. Neither the directors nor the officers of the corporation 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.

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

corporation shall have power out of any funds available therefor to

purchase bonds of the corporation, in lieu of redemption, at a price not

exceeding, if the bonds are then redeemable, the redemption price then

applicable plus accrued interest to the next interest payment date, or,

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 canceled.

13. The corporation shall have power and is hereby authorized to issue

negotiable bond anticipation notes in conformity with applicable

provisions of the uniform commercial code and may renew the same from

time to time but the maximum maturity of any such note, including

renewals thereof, shall not exceed five years from the date of issue of

such original note.