§ 2536 — Notes and bonds of the corporation

§ 2536. Notes and bonds of the corporation. 1. (a) The corporation\nshall have power and is hereby authorized from time to time to issue its\nnegotiable notes and bonds in conformity with applicable provisions of\nthe uniform commercial code in such principal amount, as the corporation\nshall determine to be necessary, to provide sufficient funds for\nachieving its corporate purposes, including the making of payments to\nthe city, the payment of interest on notes and bonds of the corporation,\nthe establishment of reserves to secure such notes and bonds, and the\npayment of all operating expenses of the corporation and all other\nexpenditures of the corporation incidental to or necessary or convenient\nto carry out its corporate purposes and powers.\n (b) The corporation shall have the power, from time to time, to issue\n(i) notes to renew notes and (ii) bonds to pay notes, including the\ninterest thereon and, whenever it deems refunding expedient, to refund\nany bonds by the issuance of new bonds, whether the bonds to be refunded\nhave or have not matured, and to issue bonds partly to refund bonds then\noutstanding and partly for any of its other corporate purposes. The\nrefunding bonds may be exchanged for the bonds to be refunded or sold\nand the proceeds applied to the purchase, redemption or payment of such\nbonds.\n (c) Except as may otherwise be expressly provided by the corporation,\nevery issue of its notes and bonds shall be general obligations of the\ncorporation payable out of any revenues of the corporation, subject only\nto any agreements with the holders of particular notes or bonds pledging\nany particular revenues.\n (d) The notes and bonds shall be authorized by resolution of the\ncorporation, shall bear such date and shall mature at such time as such\nresolution may provide, except that no note or bond or the renewal or\nrefunding thereof shall mature more than ten years from the date of the\noriginal issue of such note or bond. The bonds may be issued as serial\nbonds or as term bonds or as a combination thereof. Provision for the\npayment of principal of and interest on bonds shall be made in not more\nthan ten approximately equal annual installments or in not more than\ntwenty approximately equal semi-annual installments. The notes and bonds\nshall bear interest at such rate and shall be in such denomination, be\nin such form, either coupon or registered, carry such registration\nprivileges, be executed in such manner, be payable in such medium of\npayment, at such place and be subject to such terms of redemption as\nsuch resolution may provide. The notes and bonds may be sold by the\ncorporation at public or private sale, at such price as the corporation\nshall determine.\n 2. Any resolution authorizing any notes or bonds or any issue thereof\nmay contain provisions, which shall be a part of the contract with the\nholders thereof, as to:\n (a) pledging all or any part of the revenues to secure the payment of\nthe notes or bonds or of any issue thereof, subject to such agreements\nwith noteholders or bondholders as may then exist;\n (b) pledging all or any part of the assets of the corporation to\nsecure the payment of the notes or bonds or of any issue of notes or\nbonds, subject to such agreements with noteholders or bondholders as may\nthen exist;\n (c) the setting aside of reserves or sinking funds and the regulation\nand disposition thereof;\n (d) limitations on the purpose to which the proceeds of sale of notes\nor bonds may be applied and pledging such proceeds to secure the payment\nof the notes or bonds or of any issue thereof;\n (e) limitations on the issuance of additional notes or bonds; the\nterms upon which additional notes or bonds may be issued and secured;\nand the refunding of outstanding or other notes or bonds;\n (f) the procedure, if any, by which the terms of any contract with\nnoteholders or bondholders may be amended or abrogated, the amount of\nnotes or bonds the holders of which must consent thereto, and the manner\nin which such consent may be given;\n (g) limitations on the amount of moneys to be expended by the\ncorporation for operating expenses of the corporation;\n (h) vesting in a trustee such property, rights, powers and duties in\ntrust as the corporation may determine, which may include any or all of\nthe rights, powers and duties of the trustee appointed by the\nbondholders pursuant to this title, and limiting or abrogating the right\nof the bondholders to appoint a trustee under this title or limiting the\nrights, powers and duties of such trustee;\n (i) the acts or omissions to act which shall constitute a default in\nthe obligations and duties of the corporation to the holders of the\nnotes or bonds and providing for the rights and remedies of the holders\nof the notes or bonds in event of such default, including the right to\nappointment of a receiver; providing, however, that such rights and\nremedies shall not be inconsistent with the general laws of the state\nand the other provisions of this title;\n (j) any other matters, of like or different character, which in any\nway affect the security or protection of the holders of the notes or\nbonds.\n 3. Any pledge made by the corporation shall be valid and binding from\nthe time when the pledge is made. The revenues or property so pledged\nand thereafter received by the corporation shall immediately be subject\nto the lien of such pledge without any physical delivery thereof or\nfurther act, and the lien of any such pledge shall be valid and binding\nas against all parties having claims of any kind in tort, contract or\notherwise against the corporation, irrespective of whether such parties\nhave notice thereof. Neither the resolution nor any other instrument by\nwhich a pledge is created need be recorded or filed to protect such\npledge except in the office of the corporation.\n 4. Neither the directors of the corporation nor any other person\nexecuting the notes or bonds of the corporation shall be subject to any\npersonal liability or accountability by reason of the issuance thereof.\n 5. The corporation, subject to such agreements with noteholders or\nbondholders as may then exist, shall have power out of any funds\navailable therefor, to purchase notes or bonds of the corporation, which\nshall thereupon be cancelled, at a price not exceeding:\n (a) if the notes or bonds are then redeemable, the redemption price\nthen applicable.\n (b) if the notes or bonds are not then redeemable, the redemption\nprice applicable on the first date after such purchase upon which the\nnotes or bonds becme subject to redemption.\n 6. In the discretion of the directors of the corporation, the bonds\nmay be secured by a trust indenture by and between the corporation and a\ncorporate trustee, which may be any trust company or bank having the\npowers of a trust company in the state. Such trust indenture may contain\nsuch provisions for protecting and enforcing the rights and remedies of\nthe bondholders as may be reasonable and proper and not in violation of\nlaw, including covenants setting forth the duties of the corporation in\nrelation to the exercise of its corporate powers and the custody,\nsafeguarding and application of all moneys. The Corporation may provide\nby such trust indenture for the payment of the proceeds of the bonds and\nthe revenues to the trustee under such trust indenture or other\ndepository, and for the method of disbursement thereof, with such\nsafeguards and restrictions as it may determine. All expenses incurred\nin carrying out such trust indenture may be treated as a part of the\noperating expenses of the corporation. If the bonds shall be secured by\na trust indenture, the bondholders shall have no authority to appoint a\nseparate trustee to represent them.\n 7. Whether or not the notes and bonds are of such form and character\nas to be negotiable instruments under the terms of the uniform\ncommercial code, the notes and bonds are hereby made negotiable\ninstruments within the meaning of and for all the purposes of the\nuniform commercial code, subject only to the provisions of the notes and\nbonds for registration.\n 8. The corporation shall not issue any bonds or notes if such issue\nwould bring the aggregate amount of indebtedness evidenced by bonds or\nnotes of the corporation issued pursuant to this title to an amount\nexceeding five hundred twenty million dollars. In calculating the amount\nof indebtedness issued by the corporation pursuant to this title, there\nshall be excluded the amount of indebtedness to be refunded or renewed\nfrom the proceeds from the sale of, or to be exchanged for, new\nobligations.\n