§ 654-C — Housing New York corporation

New York § 654-C

• Jurisdiction: New York
• Law PVH: Private Housing Finance
• Art. 12: New York City Housing Development Corporation

Text

§ 654-c. Housing New York corporation. 1. Definitions. As used in this\nsection, unless a different meaning clearly appears from the context:\n (a) "Housing New York program" shall mean the housing New York program\nestablished pursuant to section four of the housing New York program\nact.\n (b) "City" shall mean the city of New York, its agencies and\ninstrumentalities (other than the housing New York corporation) and the\nNew York city housing development corporation.\n (c) "Residential housing facilities" shall mean one or more works or\nimprovements containing one or more residential dwelling units,\nincluding, but not limited to, single room occupancy units, and\nincluding the real and personal property acquired, owned, constructed,\nequipped, improved, enlarged, rehabilitated or renovated to provide such\naccommodations and such incidental and appurtenant commercial, social,\nrecreational or communal facilities, to be located without the Battery\nPark project area, as defined in the Battery Park city authority act,\nand within the city.\n (d) "Excess revenues" shall mean all revenues from the Battery Park\nproject area, as defined in the Battery Park city authority act, in\nexcess of those needed (i) to satisfy bond and note covenants (other\nthan as they relate to bonds and notes issued pursuant to this section\nand section one thousand nine hundred seventy-four-c of the public\nauthorities law) including those covenants which require that the\nBattery Park city authority maintain its revenues and reserve funds in\nan amount necessary to permit it to discharge its debt service\nobligations, (ii) to fulfill its legal and financial commitments, and\n(iii) to pay its operating and maintenance expenses.\n 2. There is hereby established a public benefit corporation known as\nthe "housing New York corporation" as a subsidiary corporation of the\ncorporation solely for the purpose of borrowing money and granting such\nmoneys to the city for the purposes and in accordance with the\nprovisions of the housing New York program.\n 3. It is hereby found and declared that the legislature, pursuant to\nthe housing New York program act, has established a housing New York\nprogram under which the city will cause the acquisition, construction,\nequipping, improving, rehabilitation and renovation of dwelling\naccommodations within the city of New York for persons and families for\nwhom the ordinary operations of private enterprise cannot supply such\naccommodations; that such program is necessary in order to increase the\npresently inadequate supply of dwelling accommodations in such city for\nsuch persons and families; that such program shall require a substantial\ncommitment of funds from public sources; and that the need for such\nmoneys necessitates that the subsidiary corporation created by this\nsection be granted the powers and be made subject to the requirements of\nthis section. The legislature therefore finds that such subsidiary\ncorporation, subject to the terms and conditions specified herein,\nshould be given the power to borrow funds and grant such moneys to the\ncity of New York, and any agency or instrumentality thereof (other than\nsuch subsidiary corporation) or the corporation for use by such entity\nin the housing New York program; that the financing of residential\nhousing facilities in accordance with the housing New York program is a\npublic purpose for which moneys may be granted, and exemptions from\ntaxation on the income of bonds or notes of such subsidiary corporation\nand on such subsidiary corporation's income and property granted, as\nspecified herein; and that the powers and duties of such subsidiary\ncorporation as recited in this section are necessary and proper for\nachieving the ends herein recited. Therefore such subsidiary corporation\nis hereby authorized and empowered:\n (a) to borrow money by issuing bonds and notes for the purposes of (i)\ngranting such moneys to the city to finance the acquisition,\nconstruction, equipping, improvement, enlargement, rehabilitation and\nrenovation of residential housing facilities for the purposes and in\naccordance with the provisions of the housing New York program and (ii)\nrefunding any bonds or notes of such subsidiary corporation issued\npursuant to this section;\n (b) to grant moneys to the city for the purpose of financing the\nacquisition, construction, equipping, improvement, enlargement,\nrehabilitation and renovation of residential housing facilities for the\npurposes and in accordance with the provisions of the housing New York\nprogram and to enter into any agreement specifying terms and conditions\nwith respect thereto;\n (c) subject to the provisions of any contract with the holders of any\nof its bonds or notes, to pledge any revenues or assets of such\nsubsidiary corporation, including, but not limited to, any excess\nrevenues of the Battery Park city authority as shall be payable to such\nsubsidiary corporation pursuant to an agreement between the Battery Park\ncity authority and such subsidiary corporation as such subsidiary\ncorporation shall deem necessary, to secure any bonds or notes issued or\nany agreements entered into pursuant to this section; (d) to procure\ninsurance, letters of credit or other credit enhancements with respect\nto its bonds or notes issued pursuant to this section and to pay the\npremiums and fees therefor;\n (e) to adopt, amend or rescind rules and regulations appropriate to\ncarry out its corporate purposes and to establish such requirements and\nenter into such agreements to achieve the objectives of this section;\nand\n (f) to exercise any and all other powers authorized by this section\nand not inconsistent with the provisions of this section.\n 4. In addition to the foregoing, such subsidiary corporation may:\n (a) receive moneys from the corporation, the Battery Park city\nauthority, any other public benefit corporation, the federal government\nor any other source for the purpose of paying its obligations issued\npursuant to this section in order to provide residential housing\nfacilities to low and moderate income persons for whom the ordinary\noperation of private enterprise cannot supply safe, sanitary and\naffordable housing accommodations,\n (b) enter into agreements with the Battery Park city authority or any\nother entity for the purpose of receiving moneys as described in\nparagraph (a) of this subdivision, and\n (c) transfer, lend, pledge or assign moneys to a trustee, fiduciary or\nsimilar entity for the purpose of securing obligations as referenced in\nparagraph (a) of this subdivision.\n 5. The membership of such subsidiary corporation shall consist of\nseven members, five of whom shall be members of the corporation (other\nthan members thereof appointed by the governor) and two of whom shall be\nappointed by the governor. Neither of the two members appointed by the\ngovernor shall be members or officers of the Battery Park city authority\nor any subsidiary corporation organized pursuant to section nineteen\nhundred seventy-four-a of the public authorities law. The two members\nfirst appointed by the governor shall serve for terms of two and four\nyears respectively from January first next succeeding the date of their\nappointment. Their successors shall serve for terms of four years each.\nThe governor shall fill any vacancy which may occur by reason of death,\nresignation or otherwise of a member appointed by the governor in a\nmanner consistent with the original appointment. A member appointed by\nthe governor (i) shall continue in office until such member's successor\nhas been appointed and qualified and (ii) may be removed by the governor\nfor cause, but not without an opportunity to be heard in person or by\ncounsel, in such member's defense, upon not less than ten days' notice.\nThe commissioner of the department of housing preservation and\ndevelopment shall serve as chairperson of the subsidiary corporation.\nThe powers of the subsidiary corporation shall be vested in and\nexercised by no less than four of the members thereof then in office.\nThe subsidiary corporation may delegate to one or more of its members,\nor its officers, agents and employees, such duties and powers as it may\ndeem proper.\n 6. Notwithstanding any inconsistent provisions of this or any other\ngeneral, special or local law, no officer or employee of the city or the\nstate, or of any public corporation, as defined in the general\nconstruction law, shall be deemed to have forfeited or shall forfeit\nsuch person's office or employment by reason of such person's acceptance\nof membership on or by virtue of such person's being an officer,\nemployee or agent of the subsidiary corporation. No officer or member of\nthe corporation shall receive any additional salary or other\ncompensation, either direct or indirect, other than reimbursement for\nactual and necessary expenses incurred in the performance of such\nperson's duties, by reason of such person's serving as a member or\nofficer of such subsidiary corporation.\n 7. The corporation may transfer to such subsidiary corporation any\nreal, personal or mixed property in order to carry out the purposes of\nthis section.\n 8. The subsidiary corporation also shall have the power to:\n (a) sue and be sued;\n (b) have a seal and alter the same at pleasure;\n (c) make and alter by-laws for its organization and internal\nmanagement and make rules and regulations governing the use of its\nproperty and facilities;\n (d) make and execute contracts and all other instruments necessary or\nconvenient for the exercise of its powers and functions under this\nsection;\n (e) acquire, hold and dispose of real or personal property for its\ncorporate purposes;\n (f) engage the services of private consultants on a contract basis for\nrendering professional and technical assistance and advice;\n (g) procure insurance against any loss in connection with its\nactivities, properties and assets in such amount and from such insurers\nas it deems desirable;\n (h) appoint officers, agents and employees, prescribe their duties and\nqualifications and fix their compensation subject to the provisions of\nthe civil service law and the rules of the civil service commission of\nthe city;\n (i) invest any funds, or other moneys under its custody and control in\nthe same manner as the corporation; and\n (j) to do any and all things necessary or convenient to carry out its\npurposes and exercise the powers expressly given and granted in this\nsection.\n 9. The subsidiary corporation and its corporate existence shall\ncontinue until terminated by law; provided, however, that no such\ntermination shall take effect as long as obligations of the subsidiary\ncorporation remain outstanding, unless adequate provision has been made\nfor the payment thereof in the documents securing the same. Upon\ntermination of the existence of the subsidiary corporation all of its\nrights and properties shall pass to and be vested in the city of New\nYork.\n 10. The city and the corporation shall have the power to transfer to\nsuch subsidiary corporation, agents, employees and facilities of the\ncity or corporation to enable it to fulfill the purposes of this\nsection.\n 11. (a) Subject to the provisions of this section, the subsidiary\ncorporation shall have power and is hereby authorized to issue from time\nto time its notes and bonds in such principal amount as the subsidiary\ncorporation shall determine to be necessary to provide sufficient funds\nfor achieving its corporate purposes, including the providing of moneys\nto the city, the payment of interest on notes and bonds of the\nsubsidiary corporation, the establishment of reserves to secure such\nnotes and bonds, and the payment of all expenses of the subsidiary\ncorporation incident thereto.\n (b) The subsidiary corporation shall have the power, from time to\ntime, to issue (i) notes to renew notes and (ii) bonds to pay notes,\nincluding the interest thereon and, whenever it deems refunding\nexpedient, to refund any bonds by the issuance of new bonds, whether the\nbonds to be refunded have or have not matured, and to issue bonds partly\nto refund bonds then outstanding and partly for any of its corporate\npurposes. The refunding bonds may be exchanged for the bonds to be\nrefunded or sold and the proceeds applied to the purchase, redemption or\npayment of such bonds.\n (c) Except as may otherwise be expressly provided by the subsidiary\ncorporation, every issue of its notes and bonds shall be general\nobligations of the subsidiary corporation payable out of any revenues of\nsuch corporation, subject only to any agreements with the holders of\nparticular notes or bonds pledging any particular revenues.\n (d) The notes and bonds shall be authorized by resolution or\nresolutions of the subsidiary corporation, shall bear such date or dates\nand shall mature at such time or times as such resolution or resolutions\nmay provide, except that no note or any renewal thereof shall mature\nmore than nine years after the date of issue of the original note and no\nbond shall mature more than fifty years from the date of its issue. No\nrefunding bonds shall mature later than fifty years from the date of\noriginal issuance of the bonds being refunded. The bonds may be issued\nas serial bonds payable in annual installments or as term bonds or as a\ncombination thereof. The notes and bonds shall bear interest at such\nrate or rates, be in such denominations, be in such form, either coupon\nor registered, carry such registration privileges, be executed in such\nmanner, be payable in such medium of payment, at such place or places,\nand be subject to such terms of redemption as such resolution or\nresolutions may provide. The notes and bonds may be sold by the\nsubsidiary corporation at public or private sale, at such price or\nprices as the subsidiary corporation shall determine; provided, however,\nthat the subsidiary corporation shall consult with the comptroller of\nthe city of New York as to the timing of any sale; and provided further\nthat no notes or bonds of the subsidiary corporation may be sold at a\nprivate sale unless such sale and the terms thereof have been approved\nin writing by (a) such comptroller, where such sale is not to such\ncomptroller, or (b) the director of the budget of the city of New York,\nwhere such sale is to such comptroller.\n (e) Any resolution or resolutions authorizing any notes or bonds or\nany issue thereof may contain provisions, which shall be a part of the\ncontract or contracts with the holders thereof, as to:\n (i) 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; (ii) pledging all or\nany part of the assets of the subsidiary corporation to secure the\npayment of the notes or bonds or of any issue of notes or bonds, subject\nto such agreements with noteholders or bondholders as may then exist;\n (iii) the setting aside of reserves or sinking funds and the\nregulation and disposition thereof;\n (iv) 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 (v) 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 (vi) 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 (vii) limitations on the amount of moneys to be expended by the\nsubsidiary corporation for operating expenses of the subsidiary\ncorporation;\n (viii) vesting in a trustee or trustees such property, rights, powers\nand duties in trust as the subsidiary corporation may determine, which\nmay include any or all of the rights, powers and duties of the trustee\nappointed by the bondholders pursuant to this section and limiting or\nabrogating the right of the bondholders to appoint a trustee under this\nsection or limiting the rights, powers and duties of such trustee;\n (ix) the acts or omissions to act which shall constitute a default in\nthe obligations and duties of the subsidiary corporation to the holders\nof the notes or bonds and providing for the rights and remedies of the\nholders of the notes or bonds in the event of such default, including\nthe right to appointment of a receiver; providing, however, that such\nrights and remedies shall not be inconsistent with the general laws of\nthe state and the other provisions of this section; and\n (x) 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 (f) Any pledge made by the subsidiary corporation shall be valid and\nbinding from the time when the pledge is made; the revenues or property\nso pledged and thereafter received by the subsidiary corporation shall\nimmediately be subject to the lien of such pledge without any physical\ndelivery thereof or further act, and the lien of any such pledge shall\nbe valid and binding as against all parties having claims of any kind in\ntort, contract or otherwise against the subsidiary corporation,\nirrespective of whether such parties have notice thereof. Neither the\nresolution nor any other instrument by which a pledge is created need be\nrecorded.\n (g) Neither the members of the subsidiary corporation nor any other\nperson executing such notes or bonds shall be subject to any personal\nliability or accountability by reason of the issuance thereof.\n (h) The subsidiary corporation, subject to such agreements with\nnoteholders or bondholders as may then exist, shall have power out of\nany funds available therefor, to purchase notes or bonds of the\nsubsidiary corporation which shall thereupon be cancelled.\n (i) In the discretion of the subsidiary corporation, the bonds may be\nsecured by a trust indenture by and between the subsidiary corporation\nand a corporate trustee, which may be any trust company or bank having\nthe powers of a trust company in the state. Such trust indenture may\ncontain such provisions for protecting and enforcing the rights and\nremedies of the bondholders as may be reasonable and proper and not in\nviolation of law, including covenants setting forth the duties of the\nsubsidiary corporation in relation to the exercise of its corporate\npowers and the custody, safeguarding and application of all moneys. The\nsubsidiary corporation may provide by such trust indenture for the\npayment of the proceeds of the bonds and the revenues to the trustee\nunder such trust indenture or other depository, and for the method of\ndisbursement thereof, with such safeguards and restrictions as it may\ndetermine. If the bonds shall be secured by a trust indenture, the\nbondholders shall have no authority to appoint a separate trustee to\nrepresent them.\n (j) 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 12. No moneys may be borrowed by issuing bonds or notes to finance\nresidential housing facilities pursuant to this section unless such\nsubsidiary corporation has entered into an agreement or agreements with\nthe mayor on behalf of the city and with the Battery Park city\nauthority, which provide, in addition to any other terms and conditions,\nthat:\n (a) such residential housing facilities are to provide dwelling\naccommodations which are to be occupied by persons and families for whom\nthe ordinary operations of private enterprise cannot provide an adequate\nsupply of safe, sanitary and affordable housing accommodations;\n (b) unless otherwise specifically provided by law, neither the state\nnor the authority are to have any responsibility as to the financing of\nsuch residential housing facilities and neither the state, the authority\nnor the subsidiary corporation are to have any responsibility as to the\noperation, maintenance, repair or use of such facilities;\n (c) the city shall use the moneys granted to it pursuant to this\nsection to finance residential housing facilities in accordance with the\nprovisions of the housing New York program and shall comply with the\nterms and conditions of the housing New York program act and this\nsection; and\n (d) the timing, amount, maturity schedule and all other terms and\nconditions of any issuance of bonds or notes by the subsidiary\ncorporation pursuant to this section, will provide for the Battery Park\ncity authority's requirements as to the development, management or\noperation of the project and the effect of such terms and conditions on\nthe availability of excess revenues and the pledge or assignment\nthereof.\n 13. Commencing on or before January thirty-first, nineteen hundred\neighty-seven, and on or before January thirty-first of each year\nthereafter during which the city utilizes moneys which are provided to\nit pursuant to this section, such subsidiary corporation shall, for the\nprior and current calendar year, submit a report to the governor, the\ntemporary president of the senate, the speaker of the assembly, the\nminority leader of the senate, the minority leader of the assembly, the\nmayor and the comptroller, which shall include, but not be limited to,\nthe total principal amount of bonds and notes which have been and are\nexpected to be issued pursuant to this section and a copy of any\nagreement and any amendments thereto among such subsidiary corporation,\nthe Battery Park city authority and the city pursuant to subdivision\ntwelve of this section. Such report may be a part of any other report\nthat such subsidiary corporation is required to make.\n 14. For the purposes of financing the acquisition, construction,\nequipping, improvement, enlargement, rehabilitation and renovation of\nresidential housing facilities pursuant to this section, such subsidiary\ncorporation may borrow money by issuing bonds or notes in an aggregate\nprincipal amount not exceeding four hundred million dollars plus a\nprincipal amount of bonds or notes issued (i) to fund any related debt\nservice reserve fund, (ii) to provide capitalized interest, and (iii) to\nprovide fees and other charges and expenses, including underwriters'\ndiscount, related to the issuance of such bonds or notes and the\nmaintenance of such reserves, all as determined by such subsidiary\ncorporation, excluding bonds or notes issued to refund outstanding bonds\nor notes issued pursuant to this section. Any bonds or notes of such\nsubsidiary corporation shall not be or be deemed to be obligations of\nthe corporation or subject to or included in any authorization of or\nlimitation on indebtedness of the corporation.\n In computing the total principal amount of bonds or notes that may at\nany time be issued for any purpose under this section, the amount of the\noutstanding bonds or notes that constitutes interest under the United\nStates Internal Revenue Code of nineteen hundred fifty-four, as amended\nto the effective date of this section, shall be excluded.\n 15. The state does hereby pledge to and agree with the holders of any\nbonds or notes issued under this section that the state will not limit\nor alter the rights hereby vested in such subsidiary corporation or the\nBattery Park city authority to fulfill the terms of any agreements made\nwith or for the benefit of the said holders thereof, or in any way\nimpair the rights and remedies of such holders until such bonds or\nnotes, together with the interest thereon, with interest on any unpaid\ninstallments of interest, and all costs and expenses in connection with\nany action or proceeding by or on behalf of such holders, are fully met\nand discharged. Such subsidiary corporation is authorized to include\nthis pledge and agreement of the state in any agreement with the holders\nof such bonds or notes.\n 16. The bonds or notes of such subsidiary corporation shall not be a\ndebt of either the state of New York, the city of New York, the Battery\nPark city authority or the corporation, and neither the state, the city\nof New York, such authority nor the corporation shall be liable thereon,\nnor shall they be payable out of any funds other than those of such\nsubsidiary corporation; and such bonds or notes shall contain on the\nface thereof a statement to such effect.\n 17. The subsidiary corporation established pursuant to this section\nshall have all the privileges, immunities, tax exemptions and other\nexemptions of the corporation to the extent the same are not\ninconsistent with this section.\n