§ 3560 — Bonds or notes of the corporation

New York § 3560

• Jurisdiction: New York
• Law PBA: Public Authorities
• Title 4: Roswell Park Cancer Institute Corporation Act
• Art. 10-C: New York Health Care Corporations

Text

§ 3560. Bonds or notes of the corporation. 1. The corporation shall\nhave power as hereby authorized from time to time to issue negotiable\nbonds in conformity with applicable provisions of the uniform commercial\ncode provided, however, that such power shall only be exercised to the\nextent authorized in the contract between the corporation and the\ndepartment of health provided for in subdivision two of section four\nhundred three of the public health law. The corporation shall have\npower from time to time to refund any bonds by the issuance of new\nbonds, whether the bonds to be refunded have or have not matured, and\nmay issue bonds partly to refund bonds then outstanding and partly for\nany other corporate purpose. Except as may otherwise be expressly\nprovided by the corporation, every issue of new bonds shall be general\nobligations payable out of any moneys or revenues of the corporation,\nsubject only to any agreements with the holders of particular bonds\npledging any particular moneys or revenues.\n 2. Such bonds shall be authorized by resolution of the board, be in\nsuch denominations and shall bear such date or dates, mature at the time\nor times not exceeding forty years from their respective dates, bear\ninterest at such rate or rates payable at such times, be in such form,\neither coupon or registered, carry such registration privileges, be\nexecuted in such manner, be payable in such medium of payment at such\nplace or places, and be subject to such terms of redemption as such\nresolution or resolutions may provide. Such bonds may be sold at public\nor private sale for such price or prices as the corporation shall\ndetermine.\n 3. Such bonds may be issued for any corporate purposes of the\ncorporation.\n 4. Bonds issued by the corporation may be general obligations secured\nby the faith and credit of the corporation or may be special obligations\npayable solely out of particular revenues or other moneys as may be\ndesignated in the proceedings of the corporation under which the bonds\nshall be authorized to be issued, subject as to priority only to any\nagreements with the holders of outstanding bonds pledging any particular\nproperty, revenues or moneys. The corporation may also enter into loan\nagreements, lines of credit and other security agreements and obtain for\nor on its behalf letters of credit, insurance, guarantees or other\ncredit enhancements to the extent now or hereafter available, in each\ncase for securing its bonds or to provide direct payment of any costs\nwhich the corporation is authorized to pay.\n 5. Any resolution or resolutions authorizing any bonds may contain\nprovisions which may be a part of the contract with the holders of the\nbonds as to:\n (a) pledging all or any part of the moneys or property of the\ncorporation to secure the payment of its bonds, including, but not\nlimited to, the revenues of designated facilities of the corporation,\nthe proceeds of any grant in aid of the corporation received from any\nprivate or public source, any federally guaranteed security and moneys\nreceived therefrom whether such security is initially acquired by the\ncorporation or otherwise, any moneys received under the terms of any\nlease, loan or other agreement executed pursuant to this title, or any\nother revenues which may be received by the corporation;\n (b) the setting aside of reserves or sinking funds and the regulation\nor disposition thereof;\n (c) the purposes and limitations thereon to which the proceeds of sale\nof any issue of bonds then or thereafter to be issued may be applied,\nincluding as authorized purposes, all costs and expenses necessary or\nincidental to the issuance of bonds, to the acquisition of or commitment\nto acquire any federally guaranteed security and to the issuance and\nobtaining of any federally insured mortgage note;\n (d) limitations on the issuance of additional bonds; the terms upon\nwhich additional bonds may be issued and secured; the refunding of\noutstanding or other bonds;\n (e) the procedure, if any, by which the terms of any contract with\nbondholders may be amended or abrogated, the amount of bonds the holders\nof which must consent thereto and the manner in which such consent may\nbe given;\n (f) the creation of special funds into which any moneys of the\ncorporation may be deposited;\n (g) vesting in a trustee or trustees such properties, rights, powers\nand duties in trust as the corporation may determine which may include\nany or all of the rights, powers and duties of the trustee appointed by\nthe bondholders pursuant to section three thousand five hundred\nsixty-one of this title and limiting or abrogating the right of the\nbondholders to appoint a trustee under such section or limiting the\nrights, duties and powers of such trustee;\n (h) defining the acts or omissions to act which shall constitute a\ndefault in the obligations and duties of the corporation to the\nbondholders and providing for the rights and remedies of the bondholders\nin the event of default, including as a matter of right the appointment\nof a receiver, providing, that such rights and remedies shall not be\ninconsistent with the general laws of this state and other provisions of\nthis title; and\n (i) any other matters, of like or different character, which in any\nway affect the security and protection of the bonds.\n 6. (a) The bonds of the corporation issued pursuant to this section\nshall be sold to the bidder offering the lowest true interest cost,\ntaking into consideration any premium or discount.\n (b) Notwithstanding the provisions of paragraph (a) of this\nsubdivision, whenever in the judgment of the corporation the interests\nof the corporation will be served thereby, the directors of the\ncorporation, on the written recommendation of the chairperson may\nauthorize the sale of such bonds at private or public sale on either a\ncompetitive or negotiated basis. The corporation shall set guidelines\ngoverning the terms and conditions of any such private or public sales.\nThe private or public bond sale guidelines set by the corporation shall\ninclude, but not be limited to, a requirement that where the interests\nof the corporation will be served by a private or public sale of bonds,\nthe corporation shall select underwriters for each private or public\nbond sale conducted pursuant to a request for proposal process\nundertaken from time to time and consideration of proposals from\nqualified underwriters as determined by the corporation. Bonds of the\ncorporation shall not be sold by the corporation at a private sale\nunless such sale and the terms thereof have been approved in writing by\nthe comptroller where such sale is not to the comptroller, or by the\ndirector of the budget where such sale is to the comptroller.\n (c) The corporation shall have the power from time to time to amend\nsuch private bond sale guidelines in accordance with the provisions of\nthis subdivision.\n (d) The corporation shall annually prepare and approve a bond sale\nreport which shall include the private or public bond sale guidelines as\nspecified in this subdivision, amendments to such guidelines since the\nlast private or public bond sale report, an explanation of the bond sale\nguidelines and amendments, and the results of any sale of bonds\nconducted during the fiscal year. Such bond sale report may be a part of\nany other annual report that the corporation is required to make.\n (e) The corporation shall annually submit its bond sale report to the\nstate comptroller, the senate finance committee and the assembly ways\nand means committee.\n (f) The corporation shall make available to the public copies of its\nbond sale report upon reasonable request thereof.\n (g) Nothing contained in this subdivision shall be deemed to alter,\naffect the validity of, modify the terms of, or impair any contract or\nagreement made or entered into in violation of, or without compliance\nwith, the provisions of this subdivision.\n 7. Any resolution or resolutions authorizing bonds or any issue of\nbonds by the corporation may also contain provisions which may be a part\nof the contract with the holders of the bonds thereby authorized as to:\n (a) the rates, rents, fees and other charges to be fixed and collected\nby the corporation and the amount to be raised in each year thereby and\nthe use and disposition of revenues;\n (b) limitations on the right of the corporation to restrict and\nregulate the use of the project or part thereof in connection with which\nbonds are issued;\n (c) the terms and provisions of any trust, mortgage, deed or indenture\nsecuring the bonds under which the bonds may be issued;\n (d) limitations on the power of the corporation to sell or otherwise\ndispose of any project or any part thereof or other property;\n (e) limitations on the amount of revenues and other moneys to be\nexpended for operating, administrative or other expenses of the\ncorporation;\n (f) the payment of the proceeds of bonds, revenues and other moneys to\na trustee or other depository, and for the method of disbursement\nthereof with such safeguards and restrictions as the corporation may\ndetermine; and\n (g) any other matters of like or different character which in any way\naffect the security or protection of the bonds or the rights and\nremedies of the bondholders.\n 8. In addition to the powers herein conferred upon the corporation to\nsecure its bonds, the corporation shall have the power in connection\nwith the issuance of bonds to adopt resolutions and enter into such\ntrust indentures, agreements or other instruments as the corporation may\ndeem necessary, convenient or desirable concerning the use or\ndisposition of its revenues or other moneys or property, including the\nmortgaging of any property and the entrusting, pledging or creation of\nany other security interest in any such revenues, moneys or property and\nthe doing of any act, including refraining from doing any act which the\ncorporation would have the right to do in the absence of such\nresolutions, trust indentures, agreements or other instruments. The\ncorporation shall have power to enter into amendments of any such\nresolutions, trust indentures, agreements or other instruments within\nthe powers granted to the corporation by this title and to perform the\nobligations undertaken in such resolutions, trust indentures, agreements\nor other instruments. The provisions of any such resolutions, trust\nindentures, agreements or other instruments may be made a part of the\ncontract with the holders of bonds of the corporation.\n 9. Any provision of the uniform commercial code to the contrary\nnotwithstanding, any pledge of or other security interest in revenues,\nmoneys, accounts, contract rights, general intangibles or other personal\nproperty made or created by the corporation shall be valid, binding and\nperfected from the time when such pledge is made or other security\ninterest attaches without any physical delivery of the collateral or\nfurther act, and the lien of any such pledge or other security interest\nshall be valid, binding and perfected against all parties having claims\nof any kind in tort, contract or otherwise against the corporation\nirrespective of whether such parties have notice thereof. No instrument\nby which such a pledge or security interest is created nor any financing\nstatement need be recorded or filed.\n 10. Whether or not the bonds of the corporation are of such form and\ncharacter as to be negotiable instruments under the terms of the uniform\ncommercial code, the bonds are hereby made negotiable instruments within\nthe meaning of and for all the purposes of the uniform commercial code,\nsubject only to the provisions of the bonds for registration.\n 11. Neither the directors nor the officers of the corporation nor any\nperson executing its bonds shall be liable personally on its bonds or be\nsubject to any personal liability or accountability by reason of the\nissuance thereof.\n 12. Subject to such agreements with bondholders as may then exist, the\ncorporation shall have power out of any funds available therefor to\npurchase bonds of the corporation, in lieu of redemption, at a price not\nexceeding, if the bonds are then redeemable, the redemption price then\napplicable plus accrued interest to the next interest payment date, or,\nif the bonds are not then redeemable, the redemption price applicable on\nthe first date after such purchase upon which the bonds become subject\nto redemption plus accrued interest to the next interest payment date.\nBonds so purchased shall thereupon be canceled.\n 13. The corporation shall have power and is hereby authorized to issue\nnegotiable bond anticipation notes in conformity with applicable\nprovisions of the uniform commercial code and may renew the same from\ntime to time but the maximum maturity of any such note, including\nrenewals thereof, shall not exceed five years from the date of issue of\nsuch original note.\n