NY Priv Hous Fin L § 654-C (2021)
2021 New York Laws PVH - Private Housing Finance Article 12 - New York City Housing Development Corporation 654-C - Housing New York Corporation.

§ 654-c. Housing New York corporation. 1. Definitions. As used in this section, unless a different meaning clearly appears from the context:  (a) "Housing New York program" shall mean the housing New York program established  pursuant  to  section  four of the housing New York program act.  (b) "City"  shall  mean  the  city  of  New  York,  its  agencies  and instrumentalities  (other than the housing New York corporation) and the New York city housing development corporation.  (c) "Residential housing facilities" shall mean one or more  works  or improvements   containing   one  or  more  residential  dwelling  units, including,  but  not  limited  to,  single  room  occupancy  units,  and including  the  real and personal property acquired, owned, constructed, equipped, improved, enlarged, rehabilitated or renovated to provide such accommodations and such incidental and appurtenant  commercial,  social, recreational  or  communal facilities, to be located without the Battery Park project area, as defined in the Battery Park  city  authority  act, and within the city.  (d)  "Excess  revenues"  shall mean all revenues from the Battery Park project area, as defined in the Battery  Park  city  authority  act,  in excess  of  those  needed  (i) to satisfy bond and note covenants (other than as they relate to bonds and notes issued pursuant to  this  section and  section  one  thousand  nine  hundred  seventy-four-c of the public authorities law)  including  those  covenants  which  require  that  the Battery  Park  city authority maintain its revenues and reserve funds in an  amount  necessary  to  permit  it  to  discharge  its  debt  service obligations,  (ii)  to  fulfill its legal and financial commitments, and (iii) to pay its operating and maintenance expenses.   2. There is hereby established a public benefit corporation  known  as the  "housing  New  York corporation" as a subsidiary corporation of the corporation solely for the purpose of borrowing money and granting  such moneys  to  the  city  for  the  purposes  and  in  accordance  with the provisions of the housing New York program.   3. It is hereby found and declared that the legislature,  pursuant  to the  housing  New  York  program act, has established a housing New York program under which the city will cause the  acquisition,  construction, equipping,   improving,   rehabilitation   and  renovation  of  dwelling accommodations within the city of New York for persons and families  for whom  the  ordinary  operations of private enterprise cannot supply such accommodations; that such program is necessary in order to increase  the presently  inadequate supply of dwelling accommodations in such city for such persons and families; that such program shall require a substantial commitment of funds from public sources; and  that  the  need  for  such moneys  necessitates  that  the  subsidiary  corporation created by this section be granted the powers and be made subject to the requirements of this section. The  legislature  therefore  finds  that  such  subsidiary corporation,  subject  to  the  terms  and  conditions specified herein, should be given the power to borrow funds and grant such moneys  to  the city  of New York, and any agency or instrumentality thereof (other than such subsidiary corporation) or the corporation for use by  such  entity in  the  housing  New  York  program;  that the financing of residential housing facilities in accordance with the housing New York program is  a public  purpose  for  which  moneys  may be granted, and exemptions from taxation on the income of bonds or notes of such subsidiary  corporation and  on  such  subsidiary  corporation's income and property granted, as specified herein; and that the powers  and  duties  of  such  subsidiary corporation  as  recited  in  this  section are necessary and proper for achieving the ends herein recited. Therefore such subsidiary corporation is hereby authorized and empowered:  (a) to borrow money by issuing bonds and notes for the purposes of (i) granting  such  moneys  to  the  city  to   finance   the   acquisition, construction,  equipping,  improvement,  enlargement, rehabilitation and renovation of residential housing facilities for  the  purposes  and  in accordance  with the provisions of the housing New York program and (ii) refunding any bonds or  notes  of  such  subsidiary  corporation  issued pursuant to this section;  (b)  to  grant  moneys  to  the  city for the purpose of financing the acquisition,   construction,   equipping,   improvement,    enlargement, rehabilitation  and renovation of residential housing facilities for the purposes and in accordance with the provisions of the housing  New  York program  and to enter into any agreement specifying terms and conditions with respect thereto;  (c) subject to the provisions of any contract with the holders of  any of  its  bonds  or  notes,  to  pledge  any  revenues  or assets of such subsidiary corporation,  including,  but  not  limited  to,  any  excess revenues  of the Battery Park city authority as shall be payable to such subsidiary corporation pursuant to an agreement between the Battery Park city authority  and  such  subsidiary  corporation  as  such  subsidiary corporation shall deem necessary, to secure any bonds or notes issued or any  agreements  entered  into  pursuant to this section; (d) to procure insurance, letters of credit or other credit enhancements  with  respect to  its  bonds  or  notes issued pursuant to this section and to pay the premiums and fees therefor;  (e) to adopt, amend or rescind rules and  regulations  appropriate  to carry  out its corporate purposes and to establish such requirements and enter into such agreements to achieve the objectives  of  this  section; and  (f)  to  exercise  any and all other powers authorized by this section and not inconsistent with the provisions of this section.   4. In addition to the foregoing, such subsidiary corporation may:  (a) receive  moneys  from  the  corporation,  the  Battery  Park  city authority,  any other public benefit corporation, the federal government or any other source for the purpose of  paying  its  obligations  issued pursuant  to  this  section  in  order  to  provide  residential housing facilities to low and moderate income  persons  for  whom  the  ordinary operation  of  private  enterprise  cannot  supply  safe,  sanitary  and affordable housing accommodations,  (b) enter into agreements with the Battery Park city authority or  any other  entity  for  the  purpose  of  receiving  moneys  as described in paragraph (a) of this subdivision, and  (c) transfer, lend, pledge or assign moneys to a trustee, fiduciary or similar entity for the purpose of securing obligations as referenced  in paragraph (a) of this subdivision.   5.  The  membership  of  such  subsidiary corporation shall consist of seven members, five of whom shall be members of the  corporation  (other than members thereof appointed by the governor) and two of whom shall be appointed  by  the governor. Neither of the two members appointed by the governor shall be members or officers of the Battery Park city authority or any subsidiary corporation organized  pursuant  to  section  nineteen hundred  seventy-four-a  of  the public authorities law. The two members first appointed by the governor shall serve for terms of  two  and  four years  respectively from January first next succeeding the date of their appointment. Their successors shall serve for terms of four years  each. The  governor shall fill any vacancy which may occur by reason of death, resignation or otherwise of a member appointed  by  the  governor  in  a manner  consistent  with the original appointment. A member appointed by the governor (i) shall continue in office until such member's  successor  has been appointed and qualified and (ii) may be removed by the governor for  cause,  but  not without an opportunity to be heard in person or by counsel, in such member's defense, upon not less than ten days'  notice. The   commissioner   of  the  department  of  housing  preservation  and development shall serve as chairperson of  the  subsidiary  corporation. The  powers  of  the  subsidiary  corporation  shall  be  vested  in and exercised by no less than four of the members thereof  then  in  office. The  subsidiary  corporation may delegate to one or more of its members, or its officers, agents and employees, such duties and powers as it  may deem proper.   6.  Notwithstanding  any  inconsistent provisions of this or any other general, special or local law, no officer or employee of the city or the state,  or  of  any  public  corporation,  as  defined  in  the  general construction  law,  shall  be  deemed to have forfeited or shall forfeit such person's office or employment by reason of such person's acceptance of membership on or  by  virtue  of  such  person's  being  an  officer, employee or agent of the subsidiary corporation. No officer or member of the   corporation   shall   receive   any  additional  salary  or  other compensation, either direct or indirect, other  than  reimbursement  for actual  and  necessary  expenses  incurred  in  the  performance of such person's duties, by reason of such  person's  serving  as  a  member  or officer of such subsidiary corporation.   7.  The  corporation  may  transfer to such subsidiary corporation any real, personal or mixed property in order to carry out the  purposes  of this section.   8. The subsidiary corporation also shall have the power to:  (a) sue and be sued;  (b) have a seal and alter the same at pleasure;  (c)   make  and  alter  by-laws  for  its  organization  and  internal management and make rules and  regulations  governing  the  use  of  its property and facilities;  (d)  make and execute contracts and all other instruments necessary or convenient for the exercise of  its  powers  and  functions  under  this section;  (e)  acquire,  hold  and  dispose of real or personal property for its corporate purposes;  (f) engage the services of private consultants on a contract basis for rendering professional and technical assistance and advice;  (g)  procure  insurance  against  any  loss  in  connection  with  its activities,  properties and assets in such amount and from such insurers as it deems desirable;  (h) appoint officers, agents and employees, prescribe their duties and qualifications and fix their compensation subject to the  provisions  of the  civil  service law and the rules of the civil service commission of the city;  (i) invest any funds, or other moneys under its custody and control in the same manner as the corporation; and  (j) to do any and all things necessary or convenient to carry out  its purposes  and  exercise  the  powers expressly given and granted in this section.   9. The  subsidiary  corporation  and  its  corporate  existence  shall continue  until  terminated  by  law;  provided,  however,  that no such termination shall take effect as long as obligations of  the  subsidiary corporation  remain outstanding, unless adequate provision has been made for the payment  thereof  in  the  documents  securing  the  same.  Upon termination  of  the  existence of the subsidiary corporation all of its rights and properties shall pass to and be vested in  the  city  of  New York.    10.  The  city and the corporation shall have the power to transfer to such subsidiary corporation, agents, employees  and  facilities  of  the city  or  corporation  to  enable  it  to  fulfill  the purposes of this section.   11.  (a)  Subject  to  the  provisions of this section, the subsidiary corporation shall have power and is hereby authorized to issue from time to time its notes and bonds in such principal amount as  the  subsidiary corporation  shall determine to be necessary to provide sufficient funds for achieving its corporate purposes, including the providing of  moneys to  the  city,  the  payment  of  interest  on  notes  and  bonds of the subsidiary corporation, the establishment of  reserves  to  secure  such notes  and  bonds,  and  the  payment  of all expenses of the subsidiary corporation incident thereto.  (b) The subsidiary corporation shall have  the  power,  from  time  to time,  to  issue  (i)  notes to renew notes and (ii) bonds to pay notes, including  the  interest  thereon  and,  whenever  it  deems   refunding expedient, to refund any bonds by the issuance of new bonds, whether the bonds to be refunded have or have not matured, and to issue bonds partly to  refund  bonds  then  outstanding and partly for any of its corporate purposes. The refunding bonds may be  exchanged  for  the  bonds  to  be refunded or sold and the proceeds applied to the purchase, redemption or payment of such bonds.  (c)  Except  as  may otherwise be expressly provided by the subsidiary corporation, every issue  of  its  notes  and  bonds  shall  be  general obligations of the subsidiary corporation payable out of any revenues of such  corporation,  subject  only  to any agreements with the holders of particular notes or bonds pledging any particular revenues.  (d)  The  notes  and  bonds  shall  be  authorized  by  resolution  or resolutions of the subsidiary corporation, shall bear such date or dates and shall mature at such time or times as such resolution or resolutions may  provide,  except  that  no note or any renewal thereof shall mature more than nine years after the date of issue of the original note and no bond shall mature more than fifty years from the date of its  issue.  No refunding  bonds  shall  mature  later than fifty years from the date of original issuance of the bonds being refunded. The bonds may  be  issued as  serial bonds payable in annual installments or as term bonds or as a combination thereof. The notes and bonds shall  bear  interest  at  such rate  or rates, be in such denominations, 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  of  redemption  as  such  resolution  or resolutions  may  provide.  The  notes  and  bonds  may  be  sold by the subsidiary corporation at public or  private  sale,  at  such  price  or prices as the subsidiary corporation shall determine; provided, however, that  the  subsidiary  corporation shall consult with the comptroller of the city of New York as to the timing of any sale; and provided  further that  no  notes  or bonds of the subsidiary corporation may be sold at a private sale unless such sale and the terms thereof have  been  approved in  writing  by  (a)  such  comptroller,  where such sale is not to such comptroller, or (b) the director of the budget of the city of New  York, where such sale is to such comptroller.  (e)  Any  resolution  or resolutions authorizing any notes or bonds or any issue thereof may contain provisions, which shall be a part  of  the contract or contracts with the holders thereof, as to:  (i)  pledging all or any part of the revenues to secure the payment of the notes or bonds or of any issue thereof, subject to  such  agreements with  noteholders or bondholders as may then exist; (ii) pledging all or any part of the assets of  the  subsidiary  corporation  to  secure  the  payment of the notes or bonds or of any issue of notes or bonds, subject to such agreements with noteholders or bondholders as may then exist;  (iii)  the  setting  aside  of  reserves  or  sinking  funds  and  the regulation and disposition thereof;  (iv) limitations on the purpose to which the proceeds of sale of notes or bonds may be applied and pledging such proceeds to secure the payment of the notes or bonds or of any issue thereof;  (v) limitations on the issuance of  additional  notes  or  bonds;  the terms  upon  which  additional notes or bonds may be issued and secured; and the refunding of outstanding or other notes or bonds;  (vi) the procedure, if any, by which the terms of  any  contract  with noteholders  or  bondholders  may be amended or abrogated, the amount of notes or bonds the holders of which must consent thereto, and the manner in which such consent may be given;  (vii) limitations on the amount  of  moneys  to  be  expended  by  the subsidiary   corporation   for  operating  expenses  of  the  subsidiary corporation;  (viii) vesting in a trustee or trustees such property, rights,  powers and  duties  in trust as the subsidiary corporation may determine, which may include any or all of the rights, powers and duties of  the  trustee appointed  by  the  bondholders pursuant to this section and limiting or abrogating the right of the bondholders to appoint a trustee under  this section or limiting the rights, powers and duties of such trustee;  (ix)  the acts or omissions to act which shall constitute a default in the obligations and duties of the subsidiary corporation to the  holders of  the  notes or bonds and providing for the rights and remedies of the holders of the notes or bonds in the event of  such  default,  including the  right  to  appointment of a receiver; providing, however, that such rights and remedies shall not be inconsistent with the general  laws  of the state and the other provisions of this section; and  (x)  any  other  matters, of like or different character, which in any way affect the security or protection of the holders  of  the  notes  or bonds.  (f)  Any  pledge made by the subsidiary corporation shall be valid and binding from the time when the pledge is made; the revenues or  property so  pledged  and thereafter received by the subsidiary corporation shall immediately be subject to the lien of such pledge without  any  physical delivery  thereof  or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort,  contract  or  otherwise  against  the   subsidiary   corporation, irrespective  of  whether  such parties have notice thereof. Neither the resolution nor any other instrument by which a pledge is created need be recorded.  (g) Neither the members of the subsidiary corporation  nor  any  other person  executing  such  notes or bonds shall be subject to any personal liability or accountability by reason of the issuance thereof.  (h) The  subsidiary  corporation,  subject  to  such  agreements  with noteholders  or  bondholders  as may then exist, shall have power out of any funds  available  therefor,  to  purchase  notes  or  bonds  of  the subsidiary corporation which shall thereupon be cancelled.  (i)  In the discretion of the subsidiary corporation, the bonds may be secured by a trust indenture by and between the  subsidiary  corporation and  a  corporate trustee, which may be any trust company or bank having the powers of a trust company in the state.  Such  trust  indenture  may contain  such  provisions  for  protecting  and enforcing the rights and remedies of the bondholders as may be reasonable and proper and  not  in violation  of  law,  including covenants setting forth the duties of the subsidiary corporation in relation to  the  exercise  of  its  corporate  powers  and the custody, safeguarding and application of all moneys. The subsidiary corporation may provide  by  such  trust  indenture  for  the payment  of  the  proceeds  of the bonds and the revenues to the trustee under  such  trust  indenture or other depository, and for the method of disbursement thereof, with such safeguards and restrictions  as  it  may determine.  If  the  bonds  shall  be  secured by a trust indenture, the bondholders shall have no authority to appoint  a  separate  trustee  to represent them.  (j)  Whether or not the notes and bonds are of such form and character as  to  be  negotiable  instruments  under  the  terms  of  the  uniform commercial  code,  the  notes  and  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 notes and bonds for registration.   12.  No  moneys  may  be borrowed by issuing bonds or notes to finance residential housing facilities pursuant  to  this  section  unless  such subsidiary  corporation has entered into an agreement or agreements with the mayor on  behalf  of  the  city  and  with  the  Battery  Park  city authority, which provide, in addition to any other terms and conditions, that:  (a)  such  residential  housing  facilities  are  to  provide dwelling accommodations which are to be occupied by persons and families for whom the ordinary operations of private enterprise cannot provide an adequate supply of safe, sanitary and affordable housing accommodations;  (b) unless otherwise specifically provided by law, neither  the  state nor  the authority are to have any responsibility as to the financing of such residential housing facilities and neither the state, the authority nor the subsidiary corporation are to have any responsibility as to  the operation, maintenance, repair or use of such facilities;  (c)  the  city  shall  use  the  moneys granted to it pursuant to this section to finance residential housing facilities in accordance with the provisions of the housing New York program and  shall  comply  with  the terms  and  conditions  of  the  housing  New  York program act and this section; and  (d) the timing, amount, maturity schedule  and  all  other  terms  and conditions  of  any  issuance  of  bonds  or  notes  by  the  subsidiary corporation pursuant to this section, will provide for the Battery  Park city  authority's  requirements  as  to  the  development, management or operation of the project and the effect of such terms and conditions  on the  availability  of  excess  revenues  and  the  pledge  or assignment thereof.   13. Commencing on or before  January  thirty-first,  nineteen  hundred eighty-seven,  and  on  or  before  January  thirty-first  of  each year thereafter during which the city utilizes moneys which are  provided  to it  pursuant to this section, such subsidiary corporation shall, for the prior and current calendar year, submit a report to  the  governor,  the temporary  president  of  the  senate,  the speaker of the assembly, the minority leader of the senate, the minority leader of the assembly,  the mayor  and  the comptroller, which shall include, but not be limited to, the total principal amount of bonds and notes which have  been  and  are expected  to  be  issued  pursuant  to  this  section  and a copy of any agreement and any amendments thereto among such subsidiary  corporation, the  Battery  Park  city  authority and the city pursuant to subdivision twelve of this section. Such report may be a part of  any  other  report that such subsidiary corporation is required to make.   14.  For  the  purposes  of  financing  the acquisition, construction, equipping, improvement, enlargement, rehabilitation  and  renovation  of residential housing facilities pursuant to this section, such subsidiary  corporation  may  borrow money by issuing bonds or notes in an aggregate principal amount not exceeding  four  hundred  million  dollars  plus  a principal  amount  of bonds or notes issued (i) to fund any related debt service reserve fund, (ii) to provide capitalized interest, and (iii) to provide  fees  and  other  charges and expenses, including underwriters' discount, related to the  issuance  of  such  bonds  or  notes  and  the maintenance  of  such  reserves,  all  as  determined by such subsidiary corporation, excluding bonds or notes issued to refund outstanding bonds or notes issued pursuant to this section. Any bonds  or  notes  of  such subsidiary  corporation  shall  not be or be deemed to be obligations of the corporation or subject to or included in  any  authorization  of  or limitation on indebtedness of the corporation.   In  computing the total principal amount of bonds or notes that may at any time be issued for any purpose under this section, the amount of the outstanding bonds or notes that constitutes interest  under  the  United States  Internal Revenue Code of nineteen hundred fifty-four, as amended to the effective date of this section, shall be excluded.   15. The state does hereby pledge to and agree with the holders of  any bonds  or  notes issued under this section that the state will not limit or alter the rights hereby vested in such subsidiary corporation or  the Battery  Park city authority to fulfill the terms of any agreements made with or for the benefit of the said  holders  thereof,  or  in  any  way impair  the  rights  and  remedies  of  such holders until such bonds or notes, together with the interest thereon, with interest on  any  unpaid installments  of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of such holders, are fully  met and  discharged.  Such  subsidiary  corporation is authorized to include this pledge and agreement of the state in any agreement with the holders of such bonds or notes.   16. The bonds or notes of such subsidiary corporation shall not  be  a debt  of either the state of New York, the city of New York, the Battery Park city authority or the corporation, and neither the state, the  city of New York, such authority nor the corporation shall be liable thereon, nor  shall  they  be  payable  out of any funds other than those of such subsidiary corporation; and such bonds or notes  shall  contain  on  the face thereof a statement to such effect.   17.  The  subsidiary  corporation established pursuant to this section shall have all the privileges,  immunities,  tax  exemptions  and  other exemptions   of   the  corporation  to  the  extent  the  same  are  not inconsistent with this section.