2023 New York Laws › PBA - Public Authorities › Article 10-C - New York Health Care Corporations › Title 6 - Erie County Medical Center Corporation › 3633 - Bonds or Notes of the Corporation.

§  3633.  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,
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  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
described in this paragraph 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) In addition to  the  authority  to  sell  notes  at  private  sale
contained in this section, the corporation may sell its notes at private
negotiated  sale  to  the  county.  The  county  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
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 to any such  amendments  or  abrogations,
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 of such project or other property;
(m)  limitations  on  the  amount  of  revenues and other monies to be
expended  on  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  of
such  payments  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  conferred  in  this  title  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  the
doing  of  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 of such pledge or security interest. 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  notes,  including
renewals  thereof, shall not exceed five years from the date of issue of
such original notes.