NY Pub Auth L § 3308 (2021)
2021 New York Laws PBA - Public Authorities Article 10-C - New York Health Care Corporations Title 1 - Westchester County Health Care Corporation 3308 - Bonds or Notes of the Corporation.

§  3308.  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  the  preceding  paragraph, 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) In addition to  the  authority  to  sell  notes  at  private  sale contained  hereinabove,  the  corporation  may sell its notes at private negotiated sale to the county, which is hereby authorized to temporarily invest county funds in such notes, provided that such notes mature at or before the time the county expects to expend such funds for the purposes for which such funds were raised.  (f) 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.  (g)  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.  (h) The corporation shall make available to the public copies  of  its bond sale report upon reasonable request thereof.  (i)  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 representatives 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.