N.Y. Public Authorities Law § 3633: Bonds or notes of the corporation

§ 3633. Bonds or notes of the corporation. 1. The corporation 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 corporation shall have the 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 or other subsidy with respect to any bonds.

2. The corporation shall have the 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

corporation. 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 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 monies 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 monies. 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.

4. (a) Bonds shall be authorized by resolution of the corporation, 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 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 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 corporation, 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 corporation, in its discretion, may

reject any or all bids made pursuant to such advertisements, and, in the

event of such rejection, the corporation is authorized to negotiate a

private or public sale or readvertise for bids in the form and manner

described in this paragraph as many times as, in its judgment, may be

necessary to effect satisfactory sale.

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

negotiated basis, or 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.

(d) 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.

(e) In addition to the authority to sell notes at private sale

contained in this section, the corporation may sell its notes at private

negotiated sale to the county. The county is hereby authorized to

temporarily invest county funds in such notes; provided that such notes

mature at or before the time the county expects to expend such funds for

the purposes for which such funds were raised.

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

conducted by the corporation without prior approval of the state

comptroller. 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.

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

state comptroller and copies thereof to the senate finance committee and

the assembly ways and means committee.

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

bond sale report upon reasonable request thereof.

(i) 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 by the corporation 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, together with any other

monies or property of the corporation, 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 corporation

received from any private or public source, subject to such agreements

with bondholders 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 corporation and the amount to be raised in each year

and the use and disposition of revenues;

(e) 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;

(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

bondholders may be amended or abrogated, including the proportion of

bondholders which must consent to any such amendments or abrogations,

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 bonds may be issued;

(j) 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 trustees appointed

by the bondholders 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 corporation to the

bondholders and providing for the rights and remedies of the bondholders

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 corporation to sell or otherwise

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

(m) limitations on the amount of revenues and other monies to be

expended on operating, administrative, or other expenses of the

corporation;

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

to a trustee or other depository, and for the method of disbursement of

such payments with such safeguards and restrictions as the corporation

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 the bondholders.

6. In addition to the powers conferred in this title 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 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 the

doing of 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 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.

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 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 or not such parties have

notice of such pledge or security interest. 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 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.

9. Neither the directors nor the non-voting representatives 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.

10. 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.

11. 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 notes, including

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

such original notes.