2023 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.