2023 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.