NY Pub Auth L § 3608 (2021)
2021 New York Laws PBA - Public Authorities Article 10-C - New York Health Care Corporations Title 5 - Clifton-Fine Health Care Corporation 3608 - Bonds or Notes of the Corporation.

§  3608.  Bonds  or notes of the corporation. 1. The corporation shall have the power and is hereby authorized  from  time  to  time  to  issue bonds,  notes or other obligations to pay the cost of any project or for any other corporate purpose, including the establishment of reserves  to secure  the  bonds,  the  payment  of principal of, premium, if any, and interest on  the  bonds  and  the  payment  of  incidental  expenses  in connection therewith. The corporation shall have the power and is hereby authorized to enter into such agreements and perform such acts as may be required  under  any  applicable federal legislation to secure a federal guarantee or other subsidy with respect to any bonds.   2. The corporation shall have the power from time  to  time  to  renew bonds  or to issue renewal bonds for such purpose, to issue bonds to pay bonds, and, whenever it deems refunding expedient, to refund any bond 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  of  the corporation. Bonds issued for refunding purposes shall be sold  and  the proceeds  applied to the purchase, redemption or payment of the bonds or notes to be refunded.   3. 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 monies 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 monies. 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.   4. (a) Bonds shall be authorized by resolution of the corporation,  be in  such  denominations  and  bear such date or dates and mature at such time or times, as such resolution may provide, provided that  bonds  and renewals  thereof  shall  mature  within  forty  years  from the date of original issuance of any such bonds.  (b) Bonds shall be subject to such terms of redemption, bear  interest at such rate or rates, be 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 and conditions as  such  resolution may  provide.  Notwithstanding  any other provision of law, 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 not less than four nor more than fifteen days, Sunday excepted, after a notice of such sale has been published at least once in a newspaper of general circulation in the  area  served  by  the corporation,  which  shall state the terms of the sale. The terms of the sale may not change unless notice of such change is  published  in  such newspaper at least one day prior to the date of the sale as set forth in the original notice of sale. Advertisements shall contain a provision to the  effect  that  the corporation, in its discretion, may reject any or all bids made pursuant to such advertisements, and in the event of  such rejection,  the  corporation  is  authorized  to  negotiate a private or public sale or readvertise  for  bids  in  the  form  and  manner  above described  as many times as, in its judgment, may be necessary to effect satisfactory sale.  (c)  Notwithstanding  the  provisions  of  paragraph   (b)   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 a negotiated basis or 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.  (d) 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.  (e) No private or public bond sale on  a  negotiated  basis  shall  be conducted  by  the  corporation  without  prior  approval  of  the state comptroller. 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.  (f)  The corporation shall annually submit its bond sale report to the state comptroller and copies thereof to the senate finance committee and the assembly ways and means committee.  (g) The corporation shall make available to the public copies  of  its bond sale report upon reasonable request thereof.  (h)  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.   5. Any resolution or resolutions authorizing bonds  or  any  issue  of bonds  by  the corporation may contain provisions which may be a part of the contract with the holders of the bonds thereby authorized as to:  (a) pledging all or part of the  revenues,  together  with  any  other monies  or  property  of  the  corporation  to secure the payment of the bonds, or any costs of issuance thereof, including but not  limited  to, any  contracts,  earnings  or  proceeds  of any grant to the corporation received from any private or public source subject  to  such  agreements with bondholders as may then exist;  (b)  the  setting  aside of reserves and the creation of sinking funds and the regulation and disposition thereof;  (c) limitations on the purpose to which the proceeds from the sale  of bonds may be applied;  (d) 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;  (e) 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;  (f)  limitations  on  the issuance of additional bonds, the terms upon which additional bonds may be issued and secured and  the  refunding  of outstanding or other bonds;  (g)  the  procedure,  if  any, by which the terms of any contract with bondholders may be amended or abrogated,  including  the  proportion  of bondholders  which  must  consent  thereto, and the manner in which such consent may be given;  (h) the creation of special funds into which any  revenues  or  monies may be deposited;  (i) the terms and provisions of any trust, mortgage, deed or indenture securing the bonds under which the bonds may be issued;  (j)  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 trustees appointed by the  bondholders  pursuant  to this title or limiting the rights, duties and powers of such trustee;  (k) defining the acts or omissions  to  act  which  may  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 such default, including as a matter of right appointment of a receiver, provided, however, that such rights  and  remedies  shall not  be  inconsistent  with  the  general  laws  of  the state and other provisions of this title;  (l) limitations on the power of the corporation to sell  or  otherwise dispose of any project or any part thereof or other property;  (m)  limitations  on  the  amount  of  revenues and other monies to be expended  or  operating,  administrative  or  other  expenses   of   the corporation;  (n) the payment of the proceeds of bonds, revenues and other monies to a  trustee  or  other  depository,  and  for  the method of disbursement thereof with such safeguards and restrictions  as  the  corporation  may determine; and  (o)  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.   6.  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 monies or property, including the mortgaging of any property and the entrusting, pledging or  creation  of any other security interest in any such revenues, monies 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  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.   7.  Any  provision  of  the  uniform  commercial  code to the contrary notwithstanding, any pledge of or other security interest  in  revenues, monies, 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 or not 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.   8. 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.   9. Neither the directors nor the  non-voting  representative  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.   10. 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.   11. 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.