2023 New York Laws › PBA - Public Authorities › Article 8 - Miscellaneous Authorities › Title 10-B - Upper Mohawk Valley Memorial Auditorium Authority › 1945 - Bonds of the Authority.

§  1945. Bonds of the authority. 1. The authority shall have the power
and is hereby authorized from time to time  to  issue  bonds,  notes  or
other  obligations  to  pay the costs of the auditorium 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 aggregate principal amount of such bonds, notes or other obligations
shall  not  exceed fifty million dollars ($50,000,000), excluding bonds,
notes or other obligations issued to refund or  otherwise  repay  bonds,
notes  or  other  obligations  theretofore  issued  for  such  purposes;
provided, however, that upon any such refunding or repayment  the  total
aggregate   principal  amount  of  outstanding  bonds,  notes  or  other
obligations may be greater than fifty million dollars ($50,000,000) only
if the present value of the aggregate debt service of the  refunding  or
repayment  bonds,  notes  or  other  obligations  to be issued shall not
exceed the present value of the aggregate debt  service  of  the  bonds,
notes  or  other  obligations  so to be refunded or repaid. For purposes
hereof, the  present  values  of  the  aggregate  debt  service  of  the
refunding  or  repayment  bonds,  notes  or other obligations and of the
aggregate debt service of the  bonds,  notes  or  other  obligations  so
refunded  or  repaid,  shall  be  calculated  by utilizing the effective
interest rate of the  refunding  or  repayment  bonds,  notes  or  other
obligations,  which  shall  be  that  rate  arrived  at  by doubling the
semi-annual  interest  rate  (compounded  semi-annually)  necessary   to
discount  the debt service payments on the refunding or repayment bonds,
notes or other obligations from the payment dates thereof to the date of
issue of the refunding or repayment bonds, notes  or  other  obligations
and  to  the  price bid including estimated accrued interest or proceeds
received by the authority including estimated accrued interest from  the
sale thereof. The authority shall have 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
of any bonds.
2.  The authority shall have 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  authority.  Bonds  (other
than  notes  or  other  evidence  of  indebtedness) issued for refunding
purposes, which have a final maturity date longer than the  maturity  of
the  bonds  being  refunded,  shall  be  approved by a resolution of the
county legislature adopted by a majority vote and approved by the county
executive. 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 authority may be general obligations secured by
the faith and credit of the authority  or  may  be  special  obligations
payable  solely  out  of  particular  revenues or other moneys as may be
designated in the proceedings of the authority  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 authority 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 authority is authorized to pay.
4. Bonds shall be authorized by resolution of  the  authority,  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.
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 authority 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,
Sundays 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 authority, 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 authority, in its discretion, may reject any or all
bids made in pursuance of such advertisements, and in the event of  such
rejection,  the authority 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.
Notwithstanding the provisions of the preceding paragraph, whenever in
the judgment of the authority the interests of  the  authority  will  be
served   thereby,   the   members  of  the  authority,  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  authority  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  authority  shall
include,  but  not be limited to, a requirement that where the interests
of the authority will be served by a private or public  sale  of  bonds,
the  authority shall select underwriters for each private or public bond
sale  conducted  pursuant  to  a  request  for  proposal   process   and
consideration  of  proposals  from  qualified  underwriters  taking into
account, among  other  things,  qualifications  of  underwriters  as  to
experience,  their  ability to structure and sell authority bond issues,
anticipated  costs  to  the  authority,  the  prior  experience  of  the
authority  with  the  firm,  if  any,  the capitalization of such firms,
participation of qualified minority and women-owned business  enterprise
firms  in such private or public sales of bonds of the authority and the
experience and  ability  of  firms  under  consideration  to  work  with
minority  and  women-owned  business  enterprises  so  as to promote and
assist participation by such enterprises.
The authority shall have the power from time to  time  to  amend  such
private  bond  sale guidelines in accordance with the provisions of this
subdivision.
No private or  public  bond  sale  on  a  negotiated  basis  shall  be
conducted   by  the  authority  without  prior  approval  of  the  state
comptroller and the county comptroller.  The  authority  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
authority is required to make.
The  authority shall annually submit its bond sale report to the state
comptroller and the county comptroller and copies thereof to the  senate
finance committee and the assembly ways and means committee.
The  authority  shall  make available to the public copies of its bond
sale report upon reasonable request thereof.
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 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, other monies  or  property  of  the  authority  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  authority  received  from  any  private or public source
subject to such agreements with bond holders 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 authority and the amount to be raised in each  year  thereby  and
the use and disposition of revenues;
(e) limitations on the right of the authority to restrict and regulate
the use of the auditorium 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
bond holders 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;
(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 bond may be issued;
(j)  vesting  in a trustee or trustees such properties, rights, powers
and duties in trust as the authority may determine which may include any
or all of the rights, powers and duties of the trustees appointed by the
bond holders to appoint a trustee 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 authority to the bond
holders and providing for the rights and remedies of the bond holders 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 authority  to  sell  or  otherwise
dispose of the auditorium or any part thereof;
(m)  limitations  on  the  amount  of  revenues and other monies to be
expended  for  operating,  administrative  or  other  expenses  of   the
authority;
(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  authority  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 bondholders.
6.  In  addition  to the powers herein conferred upon the authority to
secure its bonds, the authority shall have power in connection with  the
issuance  of  bonds  to  adopt  resolutions  and  enter  into such trust
indentures, agreements or other instruments as the  authority  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  authority
would  have  the  right  to do in the absence of such resolutions, trust
indentures, agreements or other instruments. The  authority  shall  have
power   to   enter  into  amendments  of  any  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 authority.
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 authority 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 authority
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 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 members of the authority 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
authority  shall  have  power  out  of  any  funds available therefor to
purchase bonds of the authority, which shall thereupon be cancelled,  at
a  price  not  exceeding  (a)  if  the  bonds  are  then redeemable, the
redemption price then applicable  plus  accrued  interest  to  the  next
interest  payment date, or (b) 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
cancelled.