New York Laws
Title 6 - Erie County Medical Center Corporation
3633 - Bonds or Notes of the Corporation.

(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.