N.Y. Priv. Hous. Fin. Law § 654-C

Current through 2024 NY Law Chapter 457

Section 654-C - Housing New York corporation

1. Definitions. As used in this section, unless a different meaning clearly appears from the context:

(a) "Housing New York program" shall mean the housing New York program established pursuant to section four of the housing New York program act.

(b) "City" shall mean the city of New York, its agencies and instrumentalities (other than the housing New York corporation) and the New York city housing development corporation.

(c) "Residential housing facilities" shall mean one or more works or improvements containing one or more residential dwelling units, including, but not limited to, single room occupancy units, and including the real and personal property acquired, owned, constructed, equipped, improved, enlarged, rehabilitated or renovated to provide such accommodations and such incidental and appurtenant commercial, social, recreational or communal facilities, to be located without the Battery Park project area, as defined in the Battery Park city authority act, and within the city.

(d) "Excess revenues" shall mean all revenues from the Battery Park project area, as defined in the Battery Park city authority act, in excess of those needed (i) to satisfy bond and note covenants (other than as they relate to bonds and notes issued pursuant to this section and section one thousand nine hundred seventy-four-c of the public authorities law) including those covenants which require that the Battery Park city authority maintain its revenues and reserve funds in an amount necessary to permit it to discharge its debt service obligations, (ii) to fulfill its legal and financial commitments, and (iii) to pay its operating and maintenance expenses.

2. There is hereby established a public benefit corporation known as the "housing New York corporation" as a subsidiary corporation of the corporation solely for the purpose of borrowing money and granting such moneys to the city for the purposes and in accordance with the provisions of the housing New York program.

3. It is hereby found and declared that the legislature, pursuant to the housing New York program act, has established a housing New York program under which the city will cause the acquisition, construction, equipping, improving, rehabilitation and renovation of dwelling accommodations within the city of New York for persons and families for whom the ordinary operations of private enterprise cannot supply such accommodations; that such program is necessary in order to increase the presently inadequate supply of dwelling accommodations in such city for such persons and families; that such program shall require a substantial commitment of funds from public sources; and that the need for such moneys necessitates that the subsidiary corporation created by this section be granted the powers and be made subject to the requirements of this section. The legislature therefore finds that such subsidiary corporation, subject to the terms and conditions specified herein, should be given the power to borrow funds and grant such moneys to the city of New York, and any agency or instrumentality thereof (other than such subsidiary corporation) or the corporation for use by such entity in the housing New York program; that the financing of residential housing facilities in accordance with the housing New York program is a public purpose for which moneys may be granted, and exemptions from taxation on the income of bonds or notes of such subsidiary corporation and on such subsidiary corporation's income and property granted, as specified herein; and that the powers and duties of such subsidiary corporation as recited in this section are necessary and proper for achieving the ends herein recited. Therefore such subsidiary corporation is hereby authorized and empowered:

(a) to borrow money by issuing bonds and notes for the purposes of (i) granting such moneys to the city to finance the acquisition, construction, equipping, improvement, enlargement, rehabilitation and renovation of residential housing facilities for the purposes and in accordance with the provisions of the housing New York program and (ii) refunding any bonds or notes of such subsidiary corporation issued pursuant to this section;

(b) to grant moneys to the city for the purpose of financing the acquisition, construction, equipping, improvement, enlargement, rehabilitation and renovation of residential housing facilities for the purposes and in accordance with the provisions of the housing New York program and to enter into any agreement specifying terms and conditions with respect thereto;

(c) subject to the provisions of any contract with the holders of any of its bonds or notes, to pledge any revenues or assets of such subsidiary corporation, including, but not limited to, any excess revenues of the Battery Park city authority as shall be payable to such subsidiary corporation pursuant to an agreement between the Battery Park city authority and such subsidiary corporation as such subsidiary corporation shall deem necessary, to secure any bonds or notes issued or any agreements entered into pursuant to this section;

(d)to procure insurance, letters of credit or other credit enhancements with respect to its bonds or notes issued pursuant to this section and to pay the premiums and fees therefor;

(e) to adopt, amend or rescind rules and regulations appropriate to carry out its corporate purposes and to establish such requirements and enter into such agreements to achieve the objectives of this section; and

(f) to exercise any and all other powers authorized by this section and not inconsistent with the provisions of this section.

4. In addition to the foregoing, such subsidiary corporation may:

(a) receive moneys from the corporation, the Battery Park city authority, any other public benefit corporation, the federal government or any other source for the purpose of paying its obligations issued pursuant to this section in order to provide residential housing facilities to low and moderate income persons for whom the ordinary operation of private enterprise cannot supply safe, sanitary and affordable housing accommodations,

(b) enter into agreements with the Battery Park city authority or any other entity for the purpose of receiving moneys as described in paragraph (a) of this subdivision, and

(c) transfer, lend, pledge or assign moneys to a trustee, fiduciary or similar entity for the purpose of securing obligations as referenced in paragraph (a) of this subdivision.

5. The membership of such subsidiary corporation shall consist of seven members, five of whom shall be members of the corporation (other than members thereof appointed by the governor) and two of whom shall be appointed by the governor. Neither of the two members appointed by the governor shall be members or officers of the Battery Park city authority or any subsidiary corporation organized pursuant to section nineteen hundred seventy-four-a of the public authorities law. The two members first appointed by the governor shall serve for terms of two and four years respectively from January first next succeeding the date of their appointment. Their successors shall serve for terms of four years each. The governor shall fill any vacancy which may occur by reason of death, resignation or otherwise of a member appointed by the governor in a manner consistent with the original appointment. A member appointed by the governor (i) shall continue in office until such member's successor has been appointed and qualified and (ii) may be removed by the governor for cause, but not without an opportunity to be heard in person or by counsel, in such member's defense, upon not less than ten days' notice. The commissioner of the department of housing preservation and development shall serve as chairperson of the subsidiary corporation. The powers of the subsidiary corporation shall be vested in and exercised by no less than four of the members thereof then in office. The subsidiary corporation may delegate to one or more of its members, or its officers, agents and employees, such duties and powers as it may deem proper.

6. Notwithstanding any inconsistent provisions of this or any other general, special or local law, no officer or employee of the city or the state, or of any public corporation, as defined in the general construction law, shall be deemed to have forfeited or shall forfeit such person's office or employment by reason of such person's acceptance of membership on or by virtue of such person's being an officer, employee or agent of the subsidiary corporation. No officer or member of the corporation shall receive any additional salary or other compensation, either direct or indirect, other than reimbursement for actual and necessary expenses incurred in the performance of such person's duties, by reason of such person's serving as a member or officer of such subsidiary corporation.

7. The corporation may transfer to such subsidiary corporation any real, personal or mixed property in order to carry out the purposes of this section.

8. The subsidiary corporation also shall have the power to:

(a) sue and be sued;

(b) have a seal and alter the same at pleasure;

(c) make and alter by-laws for its organization and internal management and make rules and regulations governing the use of its property and facilities;

(d) make and execute contracts and all other instruments necessary or convenient for the exercise of its powers and functions under this section;

(e) acquire, hold and dispose of real or personal property for its corporate purposes;

(f) engage the services of private consultants on a contract basis for rendering professional and technical assistance and advice;

(g) procure insurance against any loss in connection with its activities, properties and assets in such amount and from such insurers as it deems desirable;

(h) appoint officers, agents and employees, prescribe their duties and qualifications and fix their compensation subject to the provisions of the civil service law and the rules of the civil service commission of the city;

(i) invest any funds, or other moneys under its custody and control in the same manner as the corporation; and

(j) to do any and all things necessary or convenient to carry out its purposes and exercise the powers expressly given and granted in this section.

9. The subsidiary corporation and its corporate existence shall continue until terminated by law; provided, however, that no such termination shall take effect as long as obligations of the subsidiary corporation remain outstanding, unless adequate provision has been made for the payment thereof in the documents securing the same. Upon termination of the existence of the subsidiary corporation all of its rights and properties shall pass to and be vested in the city of New York.

10. The city and the corporation shall have the power to transfer to such subsidiary corporation, agents, employees and facilities of the city or corporation to enable it to fulfill the purposes of this section.

11.

(a) Subject to the provisions of this section, the subsidiary corporation shall have power and is hereby authorized to issue from time to time its notes and bonds in such principal amount as the subsidiary corporation shall determine to be necessary to provide sufficient funds for achieving its corporate purposes, including the providing of moneys to the city, the payment of interest on notes and bonds of the subsidiary corporation, the establishment of reserves to secure such notes and bonds, and the payment of all expenses of the subsidiary corporation incident thereto.

(b) The subsidiary corporation shall have the power, from time to time, to issue (i) notes to renew notes and (ii) bonds to pay notes, including the interest thereon and, whenever it deems refunding expedient, 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 partly to refund bonds then outstanding and partly for any of its corporate purposes. The refunding bonds may be exchanged for the bonds to be refunded or sold and the proceeds applied to the purchase, redemption or payment of such bonds.

(c) Except as may otherwise be expressly provided by the subsidiary corporation, every issue of its notes and bonds shall be general obligations of the subsidiary corporation payable out of any revenues of such corporation, subject only to any agreements with the holders of particular notes or bonds pledging any particular revenues.

(d) The notes and bonds shall be authorized by resolution or resolutions of the subsidiary corporation, shall bear such date or dates and shall mature at such time or times as such resolution or resolutions may provide, except that no note or any renewal thereof shall mature more than nine years after the date of issue of the original note and no bond shall mature more than fifty years from the date of its issue. No refunding bonds shall mature later than fifty years from the date of original issuance of the bonds being refunded. The bonds may be issued as serial bonds payable in annual installments or as term bonds or as a combination thereof. The notes and bonds 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. The notes and bonds may be sold by the subsidiary corporation at public or private sale, at such price or prices as the subsidiary corporation shall determine; provided, however, that the subsidiary corporation shall consult with the comptroller of the city of New York as to the timing of any sale; and provided further that no notes or bonds of the subsidiary corporation may be sold at a private sale unless such sale and the terms thereof have been approved in writing by (a) such comptroller, where such sale is not to such comptroller, or (b) the director of the budget of the city of New York, where such sale is to such comptroller.

(e) Any resolution or resolutions authorizing any notes or bonds or any issue thereof may contain provisions, which shall be a part of the contract or contracts with the holders thereof, as to:

(i) pledging all or any part of the revenues to secure the payment of the notes or bonds or of any issue thereof, subject to such agreements with noteholders or bondholders as may then exist;

(ii)pledging all or any part of the assets of the subsidiary corporation to secure the payment of the notes or bonds or of any issue of notes or bonds, subject to such agreements with noteholders or bondholders as may then exist;

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

(iv) limitations on the purpose to which the proceeds of sale of notes or bonds may be applied and pledging such proceeds to secure the payment of the notes or bonds or of any issue thereof;

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

(vi) the procedure, if any, by which the terms of any contract with noteholders or bondholders may be amended or abrogated, the amount of notes or bonds the holders of which must consent thereto, and the manner in which such consent may be given;

(vii) limitations on the amount of moneys to be expended by the subsidiary corporation for operating expenses of the subsidiary corporation;

(viii) vesting in a trustee or trustees such property, rights, powers and duties in trust as the subsidiary corporation may determine, which may include any or all of the rights, powers and duties of the trustee appointed by the bondholders pursuant to this section and limiting or abrogating the right of the bondholders to appoint a trustee under this section or limiting the rights, powers and duties of such trustee;

(ix) the acts or omissions to act which shall constitute a default in the obligations and duties of the subsidiary corporation to the holders of the notes or bonds and providing for the rights and remedies of the holders of the notes or bonds in the event of such default, including the right to 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 section; and

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

(f) Any pledge made by the subsidiary corporation shall be valid and binding from the time when the pledge is made; the revenues or property so pledged and thereafter received by the subsidiary 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 subsidiary corporation, irrespective of whether such parties have notice thereof. Neither the resolution nor any other instrument by which a pledge is created need be recorded.

(g) Neither the members of the subsidiary corporation nor any other person executing such notes or bonds shall be subject to any personal liability or accountability by reason of the issuance thereof.

(h) The subsidiary corporation, subject to such agreements with noteholders or bondholders as may then exist, shall have power out of any funds available therefor, to purchase notes or bonds of the subsidiary corporation which shall thereupon be cancelled.

(i) In the discretion of the subsidiary corporation, the bonds may be secured by a trust indenture by and between the subsidiary corporation and a corporate trustee, which may be any trust company or bank having the powers of a trust company in the state. Such trust indenture may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including covenants setting forth the duties of the subsidiary corporation in relation to the exercise of its corporate powers and the custody, safeguarding and application of all moneys. The subsidiary corporation may provide by such trust indenture for the payment of the proceeds of the bonds and the revenues to the trustee under such trust indenture or other depository, and for the method of disbursement thereof, with such safeguards and restrictions as it may determine. If the bonds shall be secured by a trust indenture, the bondholders shall have no authority to appoint a separate trustee to represent them.

(j) Whether or not the notes and bonds are of such form and character as to be negotiable instruments under the terms of the uniform commercial code, the notes and 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 notes and bonds for registration.

12. No moneys may be borrowed by issuing bonds or notes to finance residential housing facilities pursuant to this section unless such subsidiary corporation has entered into an agreement or agreements with the mayor on behalf of the city and with the Battery Park city authority, which provide, in addition to any other terms and conditions, that:

(a) such residential housing facilities are to provide dwelling accommodations which are to be occupied by persons and families for whom the ordinary operations of private enterprise cannot provide an adequate supply of safe, sanitary and affordable housing accommodations;

(b) unless otherwise specifically provided by law, neither the state nor the authority are to have any responsibility as to the financing of such residential housing facilities and neither the state, the authority nor the subsidiary corporation are to have any responsibility as to the operation, maintenance, repair or use of such facilities;

(c) the city shall use the moneys granted to it pursuant to this section to finance residential housing facilities in accordance with the provisions of the housing New York program and shall comply with the terms and conditions of the housing New York program act and this section; and

(d) the timing, amount, maturity schedule and all other terms and conditions of any issuance of bonds or notes by the subsidiary corporation pursuant to this section, will provide for the Battery Park city authority's requirements as to the development, management or operation of the project and the effect of such terms and conditions on the availability of excess revenues and the pledge or assignment thereof.

13. Commencing on or before January thirty-first, nineteen hundred eighty-seven, and on or before January thirty-first of each year thereafter during which the city utilizes moneys which are provided to it pursuant to this section, such subsidiary corporation shall, for the prior and current calendar year, submit a report to the governor, the temporary president of the senate, the speaker of the assembly, the minority leader of the senate, the minority leader of the assembly, the mayor and the comptroller, which shall include, but not be limited to, the total principal amount of bonds and notes which have been and are expected to be issued pursuant to this section and a copy of any agreement and any amendments thereto among such subsidiary corporation, the Battery Park city authority and the city pursuant to subdivision twelve of this section. Such report may be a part of any other report that such subsidiary corporation is required to make.

14. For the purposes of financing the acquisition, construction, equipping, improvement, enlargement, rehabilitation and renovation of residential housing facilities pursuant to this section, such subsidiary corporation may borrow money by issuing bonds or notes in an aggregate principal amount not exceeding four hundred million dollars plus a principal amount of bonds or notes issued (i) to fund any related debt service reserve fund, (ii) to provide capitalized interest, and (iii) to provide fees and other charges and expenses, including underwriters' discount, related to the issuance of such bonds or notes and the maintenance of such reserves, all as determined by such subsidiary corporation, excluding bonds or notes issued to refund outstanding bonds or notes issued pursuant to this section. Any bonds or notes of such subsidiary corporation shall not be or be deemed to be obligations of the corporation or subject to or included in any authorization of or limitation on indebtedness of the corporation.

In computing the total principal amount of bonds or notes that may at any time be issued for any purpose under this section, the amount of the outstanding bonds or notes that constitutes interest under the United States Internal Revenue Code of nineteen hundred fifty-four, as amended to the effective date of this section, shall be excluded.

15. The state does hereby pledge to and agree with the holders of any bonds or notes issued under this section that the state will not limit or alter the rights hereby vested in such subsidiary corporation or the Battery Park city authority to fulfill the terms of any agreements made with or for the benefit of the said holders thereof, or in any way impair the rights and remedies of such holders until such bonds or notes, together with the interest thereon, with interest on any unpaid installments of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of such holders, are fully met and discharged. Such subsidiary corporation is authorized to include this pledge and agreement of the state in any agreement with the holders of such bonds or notes.

16. The bonds or notes of such subsidiary corporation shall not be a debt of either the state of New York, the city of New York, the Battery Park city authority or the corporation, and neither the state, the city of New York, such authority nor the corporation shall be liable thereon, nor shall they be payable out of any funds other than those of such subsidiary corporation; and such bonds or notes shall contain on the face thereof a statement to such effect.

17. The subsidiary corporation established pursuant to this section shall have all the privileges, immunities, tax exemptions and other exemptions of the corporation to the extent the same are not inconsistent with this section.

N.Y. Priv. Hous. Fin. Law § 654-C