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This entry was published on 2014-09-22
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SECTION 12
Issuance of bonds and notes by the corporation
New York City Health and Hospitals Corporation Act 1016/69 (HHC) CHAPTER 1016
§ 12. Issuance of bonds and notes by the corporation. 1. Subject to
the provisions of section thirteen, the corporation shall have the power
and is hereby authorized, from time to time, to issue negotiable bonds
and notes in such aggregate principal amounts as shall, in the opinion
of the corporation, be necessary together with such other moneys or
funds as may be available to the corporation, to provide funds
sufficient to enable the corporation to carry out its corporate
purposes, including site acquisition, construction, maintenance and
repair of health facilities, the payment of interest on and amortization
of, or payment of such bonds and notes, the establishment of reserves or
sinking funds to secure such bonds and notes, and all other expenditures
of the corporation incident to and necessary or desirable for the
carrying out of its corporate purposes and the exercise of its powers.
Except as may otherwise be expressly provided by the corporation, every
issue of its bonds and notes shall be general obligations of the
corporation payable out of any revenues or moneys of the corporation,
subject only to any agreements with the holders of particular bonds or
notes pledging any particular revenues or moneys. Whether or not the
bonds or notes are of such form and character as to be negotiable
instruments under the provisions of article eight of the uniform
commercial code, the bonds and notes shall be and are hereby made
negotiable instruments within the meaning of and for all the purposes of
article eight of the uniform commercial code, subject only to the
provisions of the bonds or notes for registration.

2. The corporation shall have the power and is hereby authorized, from
time to time, to issue renewal notes, and to refund any bonds by the
issuance of new bonds, whether the bonds to be refunded have or have not
matured, and to issue bonds to pay notes or partly to refund bonds then
outstanding and partly for any of its corporate purposes.

3. The said bonds and notes shall be authorized by resolution or
resolutions of the board, and shall be dated and shall mature as such
resolution or resolutions may provide, except that no note or any
renewal thereof shall mature more than five years after the date of
issue of the original note and no bond shall mature more than forty
years from the date of its issue. Bonds and notes shall bear interest at
such rate or rates, be in such denominations, 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 of redemption as such resolution or
resolutions may provide. Bonds and notes may be sold by the corporation
at public or private sale at such price or prices as the corporation
shall determine; provided, however, that no such bonds or notes may be
sold at a private sale unless the sale and the terms thereof have been
approved by the comptroller in writing.

4. Any resolution or resolutions authorizing any bonds or notes may
contain provisions, which shall be a part of the contract or contracts
with the holders thereof, as to

(a) pledging all or any part of the moneys or revenues or other assets
of the corporation to secure the payment of such bonds or notes,
including, but not limited to, fees, rentals and charges for the use of
a health facility and the proceeds of any grant in aid of the
corporation received from any public or private source and contracts
authorized by section seven of this act;

(b) the setting aside of reserves or sinking funds and the regulation
or disposition thereof;

(c) limitations on the purposes to which the proceeds of the sale of
any issue of bonds or notes then or thereafter to be issued may be
applied and pledging such proceeds to secure the payment of the bonds or
notes or any issue thereof;

(d) limitations on the issuance of additional bonds or notes; the
terms upon which such additional bonds or notes may be issued and
secured; the refunding of outstanding or other bonds or notes;

(e) the procedures, if any, by which the terms of any contract with
the holders of bonds or notes may be extended or abrogated, the amount
of bonds or notes the holders of which must consent thereto and the
manner in which such consent may be given;

(f) the creation of special funds into which any moneys or revenues of
the corporation may be deposited;

(g) limitations on the amounts that the corporation may expend for
administrative or other expenses thereof;

(h) 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 holders of the bonds or notes pursuant to section seventeen of this
act and limiting or abrogating the right of the holders of the bonds or
notes to appoint a trustee under such section or limiting the rights,
duties and powers of such trustee;

(i) defining the acts or omissions to act which shall constitute a
default in the obligations and duties of the corporation to the holders
of the bonds or notes and providing for the rights and remedies of the
holders of the bonds or notes in the event of such default, including as
a matter of right the appointment of a receiver; providing, however,
that such rights and remedies shall not be inconsistent with the general
laws of the state and the other provisions of this act;

(j) any other matters, of like or different character, which in any
way affect the security or protection of the holders of the bonds or
notes.

5. Any pledge of revenues, moneys or property made by the corporation
shall be valid and binding from the time when the pledge is made; the
revenues, moneys or property so pledged and thereafter received by the
corporation shall immediately be subject to the lien of such pledge
without any physical delivery thereof or further act, and the lien of
any such pledge shall be valid and binding as against all parties having
claims of any kind in tort, contract or otherwise against the
corporation irrespective of whether such parties have notice thereof.
Neither the resolution or resolutions nor any other instrument by which
a pledge is created need be recorded.

6. Neither the directors of the corporation nor any other person
executing such bonds or notes shall be subject to any personal liability
or accountability by reason of the issuance thereof.

7. The corporation, subject to such agreements with the holders of
bonds or notes as may then exist, shall have the powers out of any funds
available therefor to purchase any bonds or notes issued by it at a
price not exceeding the redemption price thereof which price shall be

(a) if the bonds or notes are then redeemable, the redemption price
then applicable plus accrued interest to the next interest payment date
thereon, or

(b) if the bonds or notes are not then redeemable, the redemption
price applicable on the first date after such purchase upon which the
bonds or notes become subject to redemption plus accrued interest to
such date. All bonds or notes so purchased shall be cancelled.