2023 New York Laws › PBA - Public Authorities › Article 10-C - New York Health Care Corporations › Title 4 - Roswell Park Cancer Institute Corporation Act › 3560 - Bonds or Notes of the Corporation.

§  3560.  Bonds or notes of the corporation.  1. The corporation shall
have power as hereby authorized from time to time  to  issue  negotiable
bonds in conformity with applicable provisions of the uniform commercial
code  provided,  however, that such power shall only be exercised to the
extent authorized in  the  contract  between  the  corporation  and  the
department  of  health  provided  for in subdivision two of section four
hundred three of the public health law.    The  corporation  shall  have
power  from  time  to  time  to  refund any bonds 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.   Except  as  may  otherwise  be  expressly
provided  by  the corporation, every issue of new bonds shall be general
obligations payable out of any moneys or revenues  of  the  corporation,
subject  only  to  any  agreements  with the holders of particular bonds
pledging any particular moneys or revenues.
2. Such bonds shall be authorized by resolution of the  board,  be  in
such denominations and shall bear such date or dates, mature at the time
or  times  not  exceeding  forty years from their respective dates, bear
interest at such rate or rates 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 of redemption as such
resolution or resolutions may provide.  Such bonds may be sold at public
or private sale for such  price  or  prices  as  the  corporation  shall
determine.
3.  Such  bonds  may  be  issued  for  any  corporate  purposes of the
corporation.
4. 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 moneys 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 moneys. 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.
5. Any resolution or resolutions authorizing  any  bonds  may  contain
provisions  which  may be a part of the contract with the holders of the
bonds as to:
(a) pledging all or  any  part  of  the  moneys  or  property  of  the
corporation  to  secure  the  payment  of  its bonds, including, but not
limited to, the revenues of designated facilities  of  the  corporation,
the  proceeds  of  any grant in aid of the corporation received from any
private or public source, any federally guaranteed security  and  moneys
received  therefrom  whether  such security is initially acquired by the
corporation or otherwise, any moneys received under  the  terms  of  any
lease,  loan  or other agreement executed pursuant to this title, or any
other revenues which may be received by the corporation;
(b) the setting aside of reserves or sinking funds and the  regulation
or disposition thereof;
(c) the purposes and limitations thereon to which the proceeds of sale
of  any  issue  of bonds then or thereafter to be issued may be applied,
including as authorized purposes, all costs and  expenses  necessary  or
incidental to the issuance of bonds, to the acquisition of or commitment

to  acquire  any  federally  guaranteed security and to the issuance and
obtaining of any federally insured mortgage note;
(d)  limitations  on  the issuance of additional bonds; the terms upon
which additional bonds may be  issued  and  secured;  the  refunding  of
outstanding or other bonds;
(e)  the  procedure,  if  any, by which the terms of any contract with
bondholders may be amended or abrogated, the amount of bonds the holders
of which must consent thereto and the manner in which such  consent  may
be given;
(f)  the  creation  of  special  funds  into  which  any moneys of the
corporation may be deposited;
(g) 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 trustee appointed  by
the   bondholders  pursuant  to  section  three  thousand  five  hundred
sixty-one of this title and limiting or  abrogating  the  right  of  the
bondholders  to  appoint  a  trustee  under such section or limiting the
rights, duties and powers of such trustee;
(h) defining the acts or omissions to act  which  shall  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 default, including as a matter of right the  appointment
of  a  receiver,  providing,  that such rights and remedies shall not be
inconsistent with the general laws of this state and other provisions of
this title; and
(i) any other matters, of like or different character,  which  in  any
way affect the security and protection of the bonds.
6.  (a)  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.
(b)   Notwithstanding   the   provisions  of  paragraph  (a)  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 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.   Bonds of  the
corporation  shall  not  be  sold  by  the corporation at a private sale
unless such sale and the terms thereof have been approved in writing  by
the  comptroller  where  such  sale is not to the comptroller, or by the
director of the budget where such sale is to the comptroller.
(c) 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.
(d) 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.
(e)  The corporation shall annually submit its bond sale report to the
state comptroller, the senate finance committee and  the  assembly  ways
and means committee.
(f)  The  corporation shall make available to the public copies of its
bond sale report upon reasonable request thereof.
(g) 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.
7.  Any  resolution  or  resolutions authorizing bonds or any issue of
bonds by the corporation may also contain provisions which may be a part
of the contract with the holders of the bonds thereby authorized as to:
(a) 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;
(b)  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;
(c) the terms and provisions of any trust, mortgage, deed or indenture
securing the bonds under which the bonds may be issued;
(d) limitations on the power of the corporation to sell  or  otherwise
dispose of any project or any part thereof or other property;
(e)  limitations  on  the  amount  of  revenues and other moneys to be
expended  for  operating,  administrative  or  other  expenses  of   the
corporation;
(f) the payment of the proceeds of bonds, revenues and other moneys to
a  trustee  or  other  depository,  and  for  the method of disbursement
thereof with such safeguards and restrictions  as  the  corporation  may
determine; and
(g)  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.
8.  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 moneys or property, including the
mortgaging of any property and the entrusting, pledging or  creation  of
any other security interest in any such revenues, moneys 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  the
obligations undertaken in 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.
9.  Any  provision  of  the  uniform  commercial  code to the contrary
notwithstanding, any pledge of or other security interest  in  revenues,
moneys, 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 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.
10.  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.
11.  Neither the directors 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.
12. 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.
13. 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.