§ 3633 — Bonds or notes of the corporation

New York § 3633

• Jurisdiction: New York
• Law PBA: Public Authorities
• Title 6: Erie County Medical Center Corporation
• Art. 10-C: New York Health Care Corporations

Text

§ 3633. Bonds or notes of the corporation. 1. The corporation shall\nhave the power and is hereby authorized, from time to time, to issue\nbonds, notes, or other obligations to pay the cost of any project or for\nany other corporate purpose, including the establishment of reserves to\nsecure the bonds, the payment of principal of, premium, if any, and\ninterest on the bonds and the payment of incidental expenses in\nconnection therewith. The corporation shall have the power and is hereby\nauthorized to enter into such agreements and perform such acts as may be\nrequired under any applicable federal legislation to secure a federal\nguarantee or other subsidy with respect to any bonds.\n 2. The corporation shall have the power, from time to time, to renew\nbonds or to issue renewal bonds for such purpose, to issue bonds to pay\nbonds, and, whenever it deems refunding expedient, to refund any bond by\nthe issuance of new bonds, whether the bonds to be refunded have or have\nnot matured, and may issue bonds, partly to refund bonds then\noutstanding and partly for any other corporate purpose of the\ncorporation. Bonds issued for refunding purposes shall be sold and the\nproceeds applied to the purchase, redemption, or payment of the bonds or\nnotes to be refunded.\n 3. 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 monies 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 monies. The corporation may also enter into loan\nagreements, lines of credit, and other security agreements and obtain\nfor or 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 4. (a) Bonds shall be authorized by resolution of the corporation, be\nin such denominations and bear such date or dates and mature at such\ntime or times, as such resolution may provide; provided that bonds and\nrenewals thereof shall mature within forty years from the date of\noriginal issuance of any such bonds.\n (b) Bonds shall be subject to such terms of redemption, bear interest\nat such rate or rates, be payable at such times, be in such form, either\ncoupon or registered, carry such registration privileges, be executed in\nsuch manner, be payable in such medium of payment at such place or\nplaces, and be subject to such terms and conditions as such resolution\nmay provide. Notwithstanding any other provision of law, the bonds of\nthe corporation issued pursuant to this section shall be sold to the\nbidder offering the lowest true interest cost, taking into consideration\nany premium or discount not less than four nor more than fifteen days,\nSundays excepted, after a notice of such sale has been published at\nleast once in a newspaper of general circulation in the area served by\nthe corporation, which shall state the terms of the sale. The terms of\nthe sale may not change unless notice of such change is published in\nsuch newspaper at least one day prior to the date of the sale as set\nforth in the original notice of sale. Advertisements shall contain a\nprovision to the effect that the corporation, in its discretion, may\nreject any or all bids made pursuant to such advertisements, and, in the\nevent of such rejection, the corporation is authorized to negotiate a\nprivate or public sale or readvertise for bids in the form and manner\ndescribed in this paragraph as many times as, in its judgment, may be\nnecessary to effect satisfactory sale.\n (c) Notwithstanding the provisions of paragraph (b) 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 a\nnegotiated basis, or on either a competitive or negotiated basis. The\ncorporation shall set guidelines governing the terms and conditions of\nany such private or public sales. The private or public bond sale\nguidelines set by the corporation shall include, but not be limited to,\na requirement that where the interests of the corporation will be served\nby a private or public sale of bonds, the corporation shall select\nunderwriters for each private or public bond sale conducted pursuant to\na request for proposal process undertaken from time to time and\nconsideration of proposals from qualified underwriters as determined by\nthe corporation.\n (d) 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 (e) In addition to the authority to sell notes at private sale\ncontained in this section, the corporation may sell its notes at private\nnegotiated sale to the county. The county is hereby authorized to\ntemporarily invest county funds in such notes; provided that such notes\nmature at or before the time the county expects to expend such funds for\nthe purposes for which such funds were raised.\n (f) No private or public bond sale on a negotiated basis shall be\nconducted by the corporation without prior approval of the state\ncomptroller. The corporation shall annually prepare and approve a bond\nsale report, which shall include the private or public bond sale\nguidelines as specified in this subdivision, amendments to such\nguidelines since the last private or public bond sale report, an\nexplanation of the bond sale guidelines and amendments, and the results\nof any sale of bonds conducted during the fiscal year. Such bond sale\nreport may be a part of any other annual report that the corporation is\nrequired to make.\n (g) The corporation shall annually submit its bond sale report to the\nstate comptroller and copies thereof to the senate finance committee and\nthe assembly ways and means committee.\n (h) The corporation shall make available to the public copies of its\nbond sale report upon reasonable request thereof.\n (i) 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 5. Any resolution or resolutions authorizing bonds or any issue of\nbonds by the corporation may contain provisions which may be a part of\nthe contract with the holders of the bonds thereby authorized as to:\n (a) pledging all or part of the revenues, together with any other\nmonies or property of the corporation, to secure the payment of the\nbonds, or any costs of issuance thereof, including, but not limited to,\nany contracts, earnings, or proceeds of any grant to the corporation\nreceived from any private or public source, subject to such agreements\nwith bondholders as may then exist;\n (b) the setting aside of reserves and the creation of sinking funds\nand the regulation and disposition thereof;\n (c) limitations on the purpose to which the proceeds from the sale of\nbonds may be applied;\n (d) the rates, rents, fees, and other charges to be fixed and\ncollected by the corporation and the amount to be raised in each year\nand the use and disposition of revenues;\n (e) 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 (f) limitations on the issuance of additional bonds, the terms upon\nwhich additional bonds may be issued and secured, and the refunding of\noutstanding or other bonds;\n (g) the procedure, if any, by which the terms of any contract with\nbondholders may be amended or abrogated, including the proportion of\nbondholders which must consent to any such amendments or abrogations,\nand the manner in which such consent may be given;\n (h) the creation of special funds into which any revenues or monies\nmay be deposited;\n (i) the terms and provisions of any trust, mortgage, deed, or\nindenture securing the bonds under which the bonds may be issued;\n (j) 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 trustees appointed\nby the bondholders pursuant to this title or limiting the rights,\nduties, and powers of such trustee;\n (k) defining the acts or omissions to act which may 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 such default, including, as a matter of right,\nappointment of a receiver; provided, however, that such rights and\nremedies shall not be inconsistent with the general laws of the state\nand other provisions of this title;\n (l) limitations on the power of the corporation to sell or otherwise\ndispose of any project or any part of such project or other property;\n (m) limitations on the amount of revenues and other monies to be\nexpended on operating, administrative, or other expenses of the\ncorporation;\n (n) the payment of the proceeds of bonds, revenues, and other monies\nto a trustee or other depository, and for the method of disbursement of\nsuch payments with such safeguards and restrictions as the corporation\nmay determine; and\n (o) 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 6. In addition to the powers conferred in this title upon the\ncorporation to secure its bonds, the corporation shall have the power in\nconnection with the issuance of bonds to adopt resolutions and enter\ninto such trust indentures, agreements, or other instruments as the\ncorporation may deem necessary, convenient, or desirable concerning the\nuse or disposition of its revenues or other monies or property,\nincluding the mortgaging of any property and the entrusting, pledging,\nor creation of any other security interest in any such revenues, monies,\nor property, and the doing of any act, including refraining from the\ndoing of any act, which the corporation would have the right to do in\nthe absence of such resolutions, trust indentures, agreements, or other\ninstruments. The corporation shall have power to enter into amendments\nof any such resolutions, trust indentures, agreements, or other\ninstruments within the powers granted to the corporation by this title\nand to perform such resolutions, trust indentures, agreements, or other\ninstruments. The provisions of any such resolutions, trust indentures,\nagreements, or other instruments may be made a part of the contract with\nthe holders of bonds of the corporation.\n 7. Any provision of the uniform commercial code to the contrary\nnotwithstanding, any pledge of or other security interest in revenues,\nmonies, accounts, contract rights, general intangibles, or other\npersonal property made or created by the corporation shall be valid,\nbinding, and perfected from the time when such pledge is made or other\nsecurity interest attaches, without any physical delivery of the\ncollateral or further act, and the lien of any such pledge or other\nsecurity interest shall be valid, binding, and perfected against all\nparties having claims of any kind in tort, contract, or otherwise\nagainst the corporation irrespective of whether or not such parties have\nnotice of such pledge or security interest. No instrument by which such\na pledge or security interest is created nor any financing statement\nneed be recorded or filed.\n 8. 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 9. Neither the directors nor the non-voting representatives nor the\nofficers of the corporation nor any person executing its bonds shall be\nliable personally on its bonds or be subject to any personal liability\nor accountability by reason of the issuance thereof.\n 10. 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 11. 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 notes, including\nrenewals thereof, shall not exceed five years from the date of issue of\nsuch original notes.\n