N.Y.
Public Authorities Law Section 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 Public Health Law § 403 (Hospitals)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 § 3561 (Remedies of bondholders)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.
Source:
Section 3560 — Bonds or notes of the corporation, https://www.nysenate.gov/legislation/laws/PBA/3560 (updated Sep. 22, 2014; accessed Apr. 27, 2024).
