N.Y.
Public Authorities Law Section 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.
Source:
Section 3633 — Bonds or notes of the corporation, https://www.nysenate.gov/legislation/laws/PBA/3633 (updated Sep. 22, 2014; accessed Oct. 26, 2024).
