senate Bill S5435C

2011-2012 Legislative Session

Creates the Rockland County Health Care Corporation and provides for the rights, powers, duties, and jurisdiction of such corporation

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Archive: Last Bill Status - In Committee


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor

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Actions

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Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jan 04, 2012 referred to corporations, authorities and commissions
Jun 15, 2011 print number 5435c
amend and recommit to corporations, authorities and commissions
Jun 13, 2011 print number 5435b
amend and recommit to corporations, authorities and commissions
Jun 09, 2011 print number 5435a
amend and recommit to corporations, authorities and commissions
May 20, 2011 referred to corporations, authorities and commissions

Bill Amendments

Original
A
B
C (Active)
Original
A
B
C (Active)

S5435 - Bill Details

See Assembly Version of this Bill:
A7875C
Current Committee:
Law Section:
Public Authorities Law
Laws Affected:
Add Art 10-C Title 7 §§3647 - 3647-u, Pub Auth L

S5435 - Bill Texts

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Creates the Rockland Health Care Corporation and provides for the rights, powers, duties, and jurisdiction of such corporation.

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BILL NUMBER:S5435

TITLE OF BILL:
An act to amend the public authorities law, in relation to creating the
Rockland health care corporation and providing for rights, powers,
duties and jurisdiction

PURPOSE OR GENERAL IDEA:
To authorize Rockland County to transfer control and management of the
Rockland County Nursing Home to a new Rockland Health Care Corporation,
a public benefit corporation established for that purpose.

SUMMARY OF SPECIFIC PROVISIONS:
Amends Article 10-C of the Public Authorities Law by adding a new title
7 to be known as the "Rockland Health Care Corporation."

COMPOSITION OF THE CORPORATION:
The Corporation shall consist of the facilities and operations in whole
or in part of any facility, operation or program of the County of Rock-
land, whether or not specifically mandated by state law, which provide
health care services.

TRANSFER OF PERSONNEL:
On the effective date of the transfer of the facilities and operations
of the County to the Corporation, officers and employees employed in a
department or agencies of the County shall become officers and employees
of the corporation with equivalent offices, positions and employment an
shall be deemed public officers or public employees for all purposes.

There shall be no layoffs of any officers or employees of the corpo-
ration which are a direct consequence of this legislation for twenty-
four months after the effective transfer date.

COLLECTIVE BARGAINING:
The Corporation shall recognize the existing certified employee organ-
izations for those employees transferred to the corporation. The corpo-
ration shall be bound by all existing collective bargaining agreements
with such employee organizations.

BOARD OF DIRECTORS:
The Corporation shall have fifteen voting directors. Eight directors
shall be appointed by the Governor (2 from recommendations submitted by
the County Executive, 3 from recommendations submitted by Majority Lead-
er of the County Legislature, 1 from the recommendation of the Minority
Leader of the County Legislature, 1 from recommendation of the Speaker
of the Assembly and 1 from the Temporary President of the Senate), three
directors shall be appointed by the County Executive for initial terms
of two years and four shall be appointed by the County Legislature for
initial terms of three years. There shall be three non-voting members of
the board including the chief executive officer of the corporation, one

appointed by the County Executive and one appointed by the County Legis-
lature.

DEFENSE AND INDEMNIFICATION:
The Corporation shall not execute any of its powers until it has elected
indemnification coverage of its employees pursuant to section 18 of the
Public Officers Law.

JUSTIFICATION:
The Rockland County Executive and the County Legislature have completed
a financial and management assessment on the Rockland County Nursing
Home and has determined that it would be beneficial to County residents
that it be transferred to a Public Benefit Corporation. The County
Legislature has requested a home rule pursuant to Article 9 of the New
York State Constitution. This legislation would grant the authority to
the County of Rockland to create a public benefit corporation.

PRIOR LEGISLATIVE HISTORY:
New Bill.

FISCAL IMPLICATION FOR STATE AND LOCAL GOVERNMENTS:
None to the State. Rockland County projects long term savings as a
result of this legislation.

EFFECTIVE DATE:
This act shall take effect immediately.



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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

    S. 5435                                                  A. 7875

                       2011-2012 Regular Sessions

                      S E N A T E - A S S E M B L Y

                              May 20, 2011
                               ___________

IN  SENATE  --  Introduced  by  Sen.  CARLUCCI -- read twice and ordered
  printed, and when printed to be committed to the Committee  on  Corpo-
  rations, Authorities and Commissions

IN  ASSEMBLY  --  Introduced  by  M.  of  A. JAFFEE, ZEBROWSKI, CALHOUN,
  RABBITT -- read once and referred to the  Committee  on  Corporations,
  Authorities and Commissions

AN  ACT to amend the public authorities law, in relation to creating the
  Rockland health care corporation and  providing  for  rights,  powers,
  duties and jurisdiction

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Article 10-C of the public authorities law  is  amended  by
adding a new title 7 to read as follows:

                                 TITLE 7
                    ROCKLAND HEALTH CARE CORPORATION
SECTION 3647.   SHORT TITLE.
        3647-A. LEGISLATIVE FINDINGS AND PURPOSE.
        3647-B. DEFINITIONS.
        3647-C. ROCKLAND HEALTH CARE CORPORATION.
        3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE.
        3647-E. GENERAL POWERS OF THE CORPORATION.
        3647-F. SPECIAL POWERS OF THE CORPORATION.
        3647-G. TRANSFER  OF  PROPERTY;  RELATIONSHIP  WITH  THE COUNTY;
                  CERTAIN GIFTS, LOANS AND GUARANTEES BY THE COUNTY.
        3647-H. BONDS OR NOTES OF THE CORPORATION.
        3647-I. REMEDIES OF BONDHOLDERS.
        3647-J. STATE AND COUNTY NOT LIABLE ON CORPORATION BONDS.
        3647-K. MONIES OF THE CORPORATION.
        3647-L. BONDS; LEGAL INVESTMENT FOR FIDUCIARIES.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11219-01-1

S. 5435                             2                            A. 7875

        3647-M. AGREEMENT WITH STATE.
        3647-N. AGREEMENT WITH COUNTY.
        3647-O. EXEMPTION FROM TAXES AND CERTAIN FEES.
        3647-P. ACTIONS AGAINST CORPORATION.
        3647-Q. AUDIT AND ANNUAL REPORTS.
        3647-R. DEFENSE AND INDEMNIFICATION.
        3647-S. TRANSFER   OF   APPLICATIONS,   PROCEEDINGS,   LICENSES,
                  APPROVALS AND PERMITS.
        3647-T. SEPARABILITY.
        3647-U. APPLICABILITY OF LAWS.
  S 3647. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND CITED AS THE "ROCK-
LAND HEALTH CARE CORPORATION ACT".
  S 3647-A. LEGISLATIVE FINDINGS AND  PURPOSE.  THE  LEGISLATURE  HEREBY
FINDS AND DECLARES AS FOLLOWS:
  1.  THE  NEEDS  OF  THE  RESIDENTS OF THE STATE OF NEW YORK AND OF THE
COUNTY OF ROCKLAND CAN BEST BE SERVED BY A  PUBLIC  BENEFIT  CORPORATION
HAVING  THE  LEGAL,  FINANCIAL  AND  MANAGERIAL FLEXIBILITY TO TAKE FULL
ADVANTAGE OF OPPORTUNITIES AND  CHALLENGES  PRESENTED  BY  THE  EVOLVING
HEALTH  CARE  ENVIRONMENT  AND TO TAKE WHATEVER ACTIONS ARE NECESSARY TO
ENABLE THE CORPORATION'S CONTINUATION AS  A  SYSTEM  THAT  PROVIDES  THE
FINEST POSSIBLE QUALITY OF HEALTH CARE CONSISTENT WITH COSTS.
  2.  IN  ORDER  TO  ACCOMPLISH  THE PURPOSES RECITED IN THIS SECTION TO
PROVIDE HEALTH CARE SERVICES AND HEALTH FACILITIES FOR  THE  BENEFIT  OF
THE  RESIDENTS  OF  THE  STATE  OF  NEW YORK AND THE COUNTY OF ROCKLAND,
INCLUDING TO PERSONS IN NEED OF HEALTH CARE SERVICES WITHOUT THE ABILITY
TO PAY AS REQUIRED BY LAW, A PUBLIC BENEFIT CORPORATION TO BE  KNOWN  AS
THE  ROCKLAND  HEALTH  CARE CORPORATION SHALL BE CREATED TO PROVIDE SUCH
SERVICES AND FACILITIES  AND  TO  CARRY  OUT  SUCH  PURPOSES;  THAT  THE
CREATION AND OPERATION OF THE ROCKLAND HEALTH CARE CORPORATION, AS HERE-
INAFTER  PROVIDED,  IS  IN ALL RESPECTS FOR THE BENEFIT OF THE PEOPLE OF
THE STATE OF NEW YORK AND OF THE COUNTY OF ROCKLAND,  AND  IS  A  STATE,
COUNTY  AND PUBLIC PURPOSE; AND THAT THE EXERCISE BY SUCH CORPORATION OF
THE FUNCTIONS, POWERS AND DUTIES AS HEREINAFTER PROVIDED CONSTITUTES THE
PERFORMANCE OF AN ESSENTIAL PUBLIC AND GOVERNMENTAL FUNCTION.
  S 3647-B. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS  A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
  1.  "BOARD"  SHALL  MEAN  THE BOARD OF DIRECTORS OF THE CORPORATION AS
ESTABLISHED BY SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-C OF THIS TITLE.
  2. "BONDS" SHALL MEAN THE BONDS, NOTES OR OTHER EVIDENCES  OF  INDEBT-
EDNESS  ISSUED  BY  THE  CORPORATION  PURSUANT  TO  THIS  TITLE  AND THE
PROVISIONS OF THIS TITLE RELATING TO BONDS AND BONDHOLDERS  SHALL  APPLY
WITH  EQUAL  FORCE  AND  EFFECT  TO NOTES AND NOTEHOLDERS, RESPECTIVELY,
UNLESS THE CONTEXT OTHERWISE CLEARLY REQUIRES.
  3. "CORPORATION" SHALL MEAN THE PUBLIC BENEFIT CORPORATION CREATED  BY
SECTION  THIRTY-SIX  HUNDRED  FORTY-SEVEN-C  OF THIS TITLE, KNOWN AS THE
ROCKLAND HEALTH CARE CORPORATION.
  4. "COUNTY" SHALL MEAN THE COUNTY OF ROCKLAND.
  5. "DEPARTMENT" SHALL MEAN THE DEPARTMENT OF HOSPITALS OF THE COUNTY.
  6. "DIRECTOR" SHALL MEAN A VOTING DIRECTOR  APPOINTED  TO  THE  CORPO-
RATION  PURSUANT  TO  SECTION  THIRTY-SIX  HUNDRED FORTY-SEVEN-C OF THIS
TITLE.
  7. "HEALTH FACILITY" SHALL MEAN A BUILDING, STRUCTURE OR UNIT  OR  ANY
IMPROVEMENT  TO REAL PROPERTY, INCLUDING ALL NECESSARY AND USUAL ATTEND-
ANT AND RELATED EQUIPMENT, FACILITIES OR FIXTURES, OR ANY PART OR  PARTS
THEREOF,  OR ANY COMBINATION OR COMBINATIONS THEREOF, INCLUDING, BUT NOT
LIMITED TO, A GENERAL HOSPITAL, PSYCHIATRIC HOSPITAL, AMBULATORY  CLINIC

S. 5435                             3                            A. 7875

OR CENTER, CHRONIC DISEASE HOSPITAL, NURSING HOME, EXTENDED-CARE FACILI-
TY,  DISPENSARY  OR  LABORATORY  OR  ANY  OTHER RELATED FACILITY, OR ANY
COMBINATION  OF  THE  FOREGOING,  CONSTRUCTED,  ACQUIRED  OR   OTHERWISE
PROVIDED BY OR FOR THE USE OF THE CORPORATION OR THE COUNTY IN PROVIDING
HEALTH AND MEDICAL SERVICES TO THE PUBLIC.
  8.  "PROJECT"  SHALL  MEAN ANY HEALTH FACILITY, FACILITY, IMPROVEMENT,
BUILDING,  LAND,  RIGHTS  IN  LAND,  EQUIPMENT,  MACHINERY,   APPARATUS,
FURNISHINGS,  PROPERTY,  REAL  OR PERSONAL, CONTRACT RIGHT OR OPERATION,
THE PLANNING, DEVELOPMENT, FINANCING, ACQUISITION, CONSTRUCTION,  RECON-
STRUCTION,  REHABILITATION,  RENOVATION,  UNDERTAKING  OR MAINTENANCE OF
WHICH IS AUTHORIZED TO BE UNDERTAKEN IN WHOLE OR IN PART BY  THE  CORPO-
RATION  PURSUANT  TO THIS TITLE, INCLUDING BUT NOT LIMITED TO THE CORPO-
RATION'S ACQUISITION OF FACILITIES OR PROPERTY FROM THE COUNTY  PURSUANT
TO SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  S  3647-C.  ROCKLAND  HEALTH  CARE CORPORATION. 1. (A) THERE IS HEREBY
CREATED A STATE BOARD TO BE KNOWN AS THE  ROCKLAND  HEALTH  CARE  CORPO-
RATION WHICH SHALL BE A BODY CORPORATE AND POLITIC CONSTITUTING A PUBLIC
BENEFIT CORPORATION.
  (B)  THE  CORPORATION  SHALL  BE GOVERNED BY FIFTEEN VOTING DIRECTORS,
EIGHT OF WHOM SHALL BE APPOINTED BY THE GOVERNOR AS  PROVIDED  IN  PARA-
GRAPHS (C) AND (D) OF THIS SUBDIVISION, THREE OF WHOM SHALL BE APPOINTED
BY THE COUNTY EXECUTIVE FOR INITIAL TERMS OF TWO YEARS, AND FOUR OF WHOM
SHALL  BE APPOINTED BY THE COUNTY LEGISLATURE FOR INITIAL TERMS OF THREE
YEARS.
  (C) OF THE EIGHT DIRECTORS APPOINTED BY THE  GOVERNOR,  TWO  SHALL  BE
APPOINTED  UPON  THE RECOMMENDATION OF THE COUNTY EXECUTIVE, THREE SHALL
BE APPOINTED UPON THE RECOMMENDATION OF THE MAJORITY LEADER OF THE COUN-
TY LEGISLATURE, ONE SHALL BE APPOINTED UPON THE  RECOMMENDATION  OF  THE
MINORITY  LEADER  OF THE COUNTY LEGISLATURE, ONE SHALL BE APPOINTED UPON
THE RECOMMENDATION OF THE SPEAKER OF  THE  ASSEMBLY  AND  ONE  SHALL  BE
APPOINTED  UPON  THE  RECOMMENDATION  OF  THE TEMPORARY PRESIDENT OF THE
SENATE.
  (D) OF THE DIRECTORS FIRST APPOINTED BY  THE  GOVERNOR,  THE  DIRECTOR
APPOINTED  UPON  THE  RECOMMENDATION  OF  THE TEMPORARY PRESIDENT OF THE
SENATE, THE DIRECTOR APPOINTED UPON THE RECOMMENDATION OF THE SPEAKER OF
THE ASSEMBLY, ONE OF THE DIRECTORS APPOINTED UPON THE RECOMMENDATION  OF
THE  COUNTY EXECUTIVE AND ONE OF THE DIRECTORS APPOINTED UPON THE RECOM-
MENDATION OF THE MAJORITY LEADER OF THE COUNTY LEGISLATURE  SHALL  SERVE
FOR  AN INITIAL TERM OF FOUR YEARS. THE REMAINING DIRECTORS APPOINTED BY
THE GOVERNOR SHALL SERVE FOR AN INITIAL TERM  OF  TWO  YEARS.  FOLLOWING
THEIR INITIAL TERMS, DIRECTORS SHALL SERVE FOR A TERM OF FIVE YEARS.
  2.  (A) THE COUNTY EXECUTIVE SHALL DESIGNATE ONE OF THE FIFTEEN VOTING
DIRECTORS AS THE CHAIRPERSON OF THE BOARD. THE CHAIRPERSON SHALL PRESIDE
OVER ALL MEETINGS OF THE BOARD AND SHALL HAVE SUCH OTHER DUTIES  AS  THE
VOTING DIRECTORS MAY DIRECT.
  (B)  THE  VOTING DIRECTORS OF THE CORPORATION SHALL RECEIVE NO COMPEN-
SATION FOR THEIR SERVICES,  BUT  MAY  BE  REIMBURSED  FOR  THEIR  ACTUAL
REASONABLE EXPENSES.
  (C) SIXTY PERCENT OF THE VOTING DIRECTORS THEN IN OFFICE SHALL CONSTI-
TUTE A QUORUM. NO ACTION SHALL BE TAKEN BY THE BOARD OF DIRECTORS EXCEPT
PURSUANT  TO  THE FAVORABLE VOTE OF A MAJORITY OF THE BOARD AT A MEETING
AT WHICH A QUORUM IS PRESENT.
  3. THERE SHALL BE THREE NON-VOTING DIRECTORS WHICH SHALL  INCLUDE  THE
CHIEF  EXECUTIVE  OFFICER OF THE CORPORATION AS SELECTED BY THE BOARD OF
DIRECTORS PURSUANT TO SUBDIVISION FOUR OF  THIS  SECTION,  ONE  DIRECTOR

S. 5435                             4                            A. 7875

SELECTED BY THE COUNTY EXECUTIVE, AND ONE DIRECTOR SELECTED BY THE COUN-
TY LEGISLATURE.
  4.  THE  BOARD  OF  DIRECTORS SHALL SELECT THE CHIEF EXECUTIVE OFFICER
SUBJECT TO THE APPROVAL OF THE COUNTY EXECUTIVE AND SHALL DETERMINE  THE
SALARY  AND  BENEFITS OF THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION.
THE CHIEF EXECUTIVE OFFICER SHALL SERVE AT THE PLEASURE OF THE BOARD  OF
DIRECTORS PROVIDED, HOWEVER, THAT REMOVAL WITHOUT CAUSE SHALL NOT PREJU-
DICE THE CONTRACT RIGHTS, IF ANY, OF THE CHIEF EXECUTIVE OFFICER.
  5.  NOTWITHSTANDING ANY INCONSISTENT PROVISION OF ANY GENERAL, SPECIAL
OR LOCAL LAW, ORDINANCE, RESOLUTION OR CHARTER, NO  OFFICER,  MEMBER  OR
EMPLOYEE  OF THE STATE OR OF ANY PUBLIC CORPORATION SHALL FORFEIT HIS OR
HER OFFICE OR EMPLOYMENT BY REASON OF HIS OR HER ACCEPTANCE OF  APPOINT-
MENT  AS A VOTING DIRECTOR, NON-VOTING DIRECTOR, OFFICER, OR EMPLOYEE OF
THE CORPORATION, NOR SHALL SERVICE AS SUCH A VOTING DIRECTOR, NON-VOTING
DIRECTOR, OFFICER OR EMPLOYEE BE DEEMED INCOMPATIBLE OR IN CONFLICT WITH
SUCH OFFICE, OR EMPLOYMENT, PROVIDED, HOWEVER, THAT  NO  PUBLIC  OFFICER
ELECTED  TO  HIS  OR HER OFFICE PURSUANT TO THE LAWS OF THE STATE OR ANY
MUNICIPALITY THEREOF MAY SERVE AS A MEMBER OF THE GOVERNING BODY OF  THE
CORPORATION DURING HIS OR HER TERM OF OFFICE.
  6.  THE  CORPORATION  AND ITS CORPORATE EXISTENCE SHALL CONTINUE UNTIL
TERMINATED BY LAW, PROVIDED, HOWEVER, THAT  NO  SUCH  TERMINATION  SHALL
TAKE  EFFECT  SO LONG AS THE CORPORATION SHALL HAVE BONDS OR OTHER OBLI-
GATIONS OUTSTANDING, UNLESS ADEQUATE PROVISION HAS  BEEN  MADE  FOR  THE
PAYMENT  OR  SATISFACTION  THEREOF. UPON TERMINATION OF THE EXISTENCE OF
THE CORPORATION, ALL OF THE RIGHTS AND  PROPERTIES  OF  THE  CORPORATION
THEN  REMAINING  SHALL  PASS TO AND VEST IN THE COUNTY IN SUCH MANNER AS
PRESCRIBED BY LAW.
  7. CONTRACTS FOR PUBLIC WORKS OR PURCHASES TO WHICH THE CORPORATION IS
A PARTY SHALL BE SUBJECT TO THE PROVISIONS  OF  ARTICLE  FIVE-A  OF  THE
GENERAL  MUNICIPAL LAW EXCEPT AS PROVIDED IN SUBDIVISIONS EIGHT AND NINE
OF THIS SECTION. IN ADDITION TO THE PROCEDURES PRESCRIBED UNDER  SECTION
ONE HUNDRED FOUR OF THE GENERAL MUNICIPAL LAW FOR THE UTILIZATION OF THE
TERMS  OF  STATE  CONTRACTS,  THE CORPORATION MAY UTILIZE THE TERMS OF A
FEDERAL GOVERNMENT GENERAL SERVICES CONTRACT WHERE THE TERMS ARE TO  THE
ADVANTAGE OF THE CORPORATION AND HAVE BEEN OFFERED TO THE CORPORATION BY
THE CONTRACTOR. WHEN BIDS HAVE ALREADY BEEN RECEIVED BY THE CORPORATION,
NO  PURCHASE  UNDER A FEDERAL GOVERNMENT GENERAL SERVICES CONTRACT SHALL
BE MADE UNLESS THE PURCHASE MAY BE MADE UPON THE SAME TERMS,  CONDITIONS
AND SPECIFICATIONS AT A LOWER PRICE THROUGH SUCH CONTRACTOR.
  8. IT IS THE INTENT OF THE LEGISLATURE THAT OVERALL COST SHOULD IN ALL
CASES  BE  A  MAJOR CRITERION IN THE SELECTION OF PROJECT DEVELOPERS FOR
AWARD OF CONTRACTS PURSUANT TO THIS SECTION AND THAT,  WHEREVER  PRACTI-
CAL, SUCH CONTRACTS SHOULD BE ENTERED INTO PURSUANT TO THE PROVISIONS OF
SECTIONS  ONE HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL MUNICIPAL
LAW. IT IS FURTHER THE INTENT OF  THE  LEGISLATURE  TO  ACKNOWLEDGE  THE
HIGHLY  COMPLEX  AND INNOVATIVE NATURE OF MEDICAL TECHNOLOGY, DIAGNOSTIC
AND TREATMENT DEVICES, THE RELATIVE NEWNESS OF  A  VARIETY  OF  DEVICES,
PROCESSES  AND  PROCEDURES  NOW  AVAILABLE, THE DESIRABILITY OF A SINGLE
POINT OF RESPONSIBILITY FOR THE DEVELOPMENT  OF  MEDICAL  TREATMENT  AND
DIAGNOSTIC   FACILITIES  AND  THE  ECONOMIC  AND  TECHNICAL  UTILITY  OF
CONTRACTS FOR MEDICAL PROJECTS WHICH  INCLUDE  IN  THEIR  SCOPE  VARIOUS
COMBINATIONS OF DESIGN, CONSTRUCTION, OPERATION, MANAGEMENT AND/OR MAIN-
TENANCE  RESPONSIBILITY  OVER PROLONGED PERIODS OF TIME AND THAT IN SOME
INSTANCES IT MAY BE BENEFICIAL TO THE CORPORATION TO  AWARD  A  CONTRACT
FOR  A  MEDICAL  PROJECT ON THE BASIS OF FACTORS OTHER THAN CAPITAL COST
ALONE, INCLUDING BUT NOT LIMITED TO FACILITY DESIGN, SYSTEM RELIABILITY,

S. 5435                             5                            A. 7875

EFFICIENCY, SAFETY, ESTIMATED COMPLETION TIME, LONG-TERM OPERATING COSTS
AND COMPATIBILITY WITH OTHER ELEMENTS OF PATIENT CARE.  ACCORDINGLY, AND
NOTWITHSTANDING THE PROVISIONS OF ANY GENERAL, SPECIAL OR LOCAL  LAW  OR
CHAPTER,  A  CONTRACT  FOR  A  MEDICAL  PROJECT ENTERED INTO BETWEEN THE
CORPORATION AND ANY PROJECT DEVELOPER PURSUANT TO THIS  SECTION  MAY  BE
AWARDED  PURSUANT  TO  PUBLIC  BIDDING  IN  COMPLIANCE WITH SECTIONS ONE
HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL MUNICIPAL LAW OR PURSU-
ANT TO THE FOLLOWING PROVISIONS FOR THE AWARD OF  A  CONTRACT  BASED  ON
EVALUATION OF PROPOSALS SUBMITTED IN RESPONSE TO A REQUEST FOR PROPOSALS
PREPARED BY OR FOR THE CORPORATION:
  (A)  THE  CORPORATION SHALL REQUIRE THAT EACH PROPOSAL TO BE SUBMITTED
BY A PROJECT DEVELOPER SHALL INCLUDE:
  (1) INFORMATION RELATING  TO  THE  EXPERIENCE  AND  EXPERTISE  OF  THE
PROJECT  DEVELOPER ON THE BASIS OF WHICH SAID PROJECT DEVELOPER PURPORTS
TO BE QUALIFIED TO CARRY OUT ALL WORK REQUIRED BY A  PROPOSED  CONTRACT;
THE  ABILITY  OF THE PROJECT DEVELOPER TO SECURE ADEQUATE FINANCING; AND
PROPOSALS FOR PROJECT STAFFING, IMPLEMENTATION OF WORK  TASKS,  AND  THE
CARRYING OUT OF ALL RESPONSIBILITIES BY A PROPOSED CONTRACT;
  (2) A PROPOSAL CLEARLY IDENTIFYING AND SPECIFYING ALL ELEMENTS OF COST
WHICH  WOULD  BECOME  CHARGES  TO  THE CORPORATION, IN WHATEVER FORM, IN
RETURN FOR THE FULFILLMENT BY THE PROJECT DEVELOPER FOR THE  FULL  LIFE-
TIME  OF A PROPOSED CONTRACT, INCLUDING, AS APPROPRIATE, BUT NOT LIMITED
TO THE COST OF PLANNING,  DESIGN,  CONSTRUCTION,  OPERATION,  MANAGEMENT
AND/OR MAINTENANCE OF ANY FACILITY, AND CLEARLY IDENTIFYING AND SPECIFY-
ING  ALL  ELEMENTS OF REVENUE WHICH WOULD ACCRUE TO THE CORPORATION FROM
THE OPERATION OF THE FACILITY; OR  DEVICE  OR  FROM  ANY  OTHER  SOURCE;
PROVIDED,  THAT  THE  CORPORATION  MAY PRESCRIBE THE FORM AND CONTENT OF
SUCH PROPOSAL AND THAT, IN ANY EVENT, THE PROJECT DEVELOPER MUST  SUBMIT
SUFFICIENTLY  DETAILED INFORMATION TO PERMIT A FAIR AND EQUITABLE EVALU-
ATION BY THE CORPORATION OF SUCH PROPOSAL; AND PROVIDED,  FURTHER,  THAT
THE CORPORATION MAY SET MAXIMUM ALLOWABLE COST LIMITS IN ANY FORM IN THE
REQUEST FOR PROPOSALS; AND
  (3)  SUCH OTHER INFORMATION AS THE CORPORATION MAY DETERMINE TO HAVE A
MATERIAL BEARING ON ITS ABILITY TO EVALUATE ANY PROPOSAL  IN  ACCORDANCE
WITH THIS PARAGRAPH.
  (B)  PRIOR TO THE ISSUANCE OF A REQUEST FOR PROPOSALS PURSUANT TO THIS
PARAGRAPH, THE CORPORATION SHALL PUBLISH NOTICE OF SUCH ISSUANCE  IN  AT
LEAST ONE NEWSPAPER OF GENERAL CIRCULATION. CONCURRENT WITH THE PUBLICA-
TION  OF  SUCH  NOTICE A DRAFT REQUEST FOR PROPOSALS SHALL BE FILED WITH
THE COUNTY COMMISSIONER OF HEALTH.
  (C) PROPOSALS RECEIVED IN RESPONSE TO SUCH REQUEST FOR PROPOSALS SHALL
BE EVALUATED BY THE CORPORATION AS TO NET CAPITAL  COST  OR,  IF  A  NET
REVENUE  IS  PROJECTED,  NET  REVENUE,  AND  IN A MANNER CONSISTENT WITH
PROVISIONS SET FORTH IN THE REQUEST FOR PROPOSALS, AND MAY BE  EVALUATED
ON  THE  BASIS  OF  ADDITIONAL FACTORS, INCLUDING BUT NOT LIMITED TO THE
TECHNICAL EVALUATION OF THE MEDICAL PROJECT INCLUDING MEDICAL  FACILITY,
FACILITY  DESIGN,  SYSTEM  RELIABILITY, ENERGY BALANCE, ANNUAL OPERATING
COST, ESTIMATED COMPLETION TIME AND EFFICIENCY.  THE EVALUATION OF  SUCH
PROPOSALS  AND  THE  DETERMINATION  OF  WHETHER  A  PROJECT DEVELOPER IS
"RESPONSIBLE" MAY INCLUDE, BUT SHALL NOT BE LIMITED  TO,  CONSIDERATION,
IN  A  MANNER  CONSISTENT  WITH  PROVISIONS SET FORTH IN THE REQUEST FOR
PROPOSALS, THE RECORD OF THE PROJECT DEVELOPER IN COMPLYING WITH  EXIST-
ING LABOR STANDARDS AND RECOGNIZING STATE AND FEDERALLY APPROVED APPREN-
TICE  TRAINING PROGRAMS, AND THE WILLINGNESS OF THE PROJECT DEVELOPER TO
PROVIDE FOR MEANINGFUL PARTICIPATION OF WOMEN AND MINORITY GROUP PERSONS
AND BUSINESS ENTERPRISES IN THE CONDUCT OF THE WORK;

S. 5435                             6                            A. 7875

  (D) THE CORPORATION MAY MAKE  A  CONTRACT  AWARD  TO  ANY  RESPONSIBLE
PROJECT DEVELOPER SELECTED PURSUANT TO PARAGRAPH (A) OF THIS SUBDIVISION
BASED  ON  A DETERMINATION BY THE CORPORATION THAT THE SELECTED PROPOSAL
IS MOST RESPONSIVE TO THE REQUEST FOR PROPOSALS AND MAY  NEGOTIATE  WITH
ANY  PROJECT  DEVELOPER, PROVIDED, HOWEVER, THAT IF ANY AWARD IS MADE TO
ANY PROJECT DEVELOPER WHOSE TOTAL PROPOSAL DOES NOT PROVIDE  EITHER  THE
LOWEST  NET  COST,  OR  IF  A NET REVENUE IS PROJECTED, THE GREATEST NET
REVENUE, OF ANY PROPOSAL RECEIVED, THE CORPORATION SHALL ADOPT A  RESOL-
UTION  WHICH INCLUDES PARTICULARIZED FINDINGS RELEVANT TO FACTORS PURSU-
ANT TO SUCH PARAGRAPH INDICATING THAT THE CORPORATION'S REQUIREMENTS ARE
MET BY SUCH AWARD AND THAT SUCH ACTION IS IN THE PUBLIC INTEREST.
  (E) WHENEVER THE CORPORATION ENTERS INTO A CONTRACT PURSUANT  TO  THIS
SECTION   FOR   A  MEDICAL  PROJECT  WHICH  INVOLVES  CONSTRUCTION,  THE
PROVISIONS OF SECTION TWO HUNDRED TWENTY  OF  THE  LABOR  LAW  SHALL  BE
APPLICABLE TO SUCH CONSTRUCTION WORK.
  9.  EVERY  CONTRACT ENTERED INTO BETWEEN THE CORPORATION AND A PROJECT
DEVELOPER, PURSUANT TO THE PROVISIONS OF PARAGRAPH  (D)  OF  SUBDIVISION
EIGHT OF THIS SECTION, FOR A MEDICAL PROJECT INVOLVING CONSTRUCTION OF A
MEDICAL BUILDING BY THE PROJECT DEVELOPER, SHALL CONTAIN PROVISIONS THAT
SUCH  BUILDING  SHALL  BE  CONSTRUCTED  THROUGH  CONSTRUCTION  CONTRACTS
AWARDED THROUGH COMPETITIVE BIDDING IN ACCORDANCE  WITH  PARAGRAPHS  (A)
THROUGH  (G)  OF  THIS  SUBDIVISION;  THAT  THE PROJECT DEVELOPER OR THE
PROJECT DEVELOPER'S CONSTRUCTION  SUBCONTRACTOR  SHALL  FURNISH  A  BOND
GUARANTEEING  PROMPT  PAYMENT  OF  MONEYS  THAT  ARE  DUE TO ALL PERSONS
FURNISHING LABOR AND MATERIALS PURSUANT  TO  THE  REQUIREMENTS  OF  SUCH
CONSTRUCTION  CONTRACTS,  AND  THAT A COPY OF SUCH PAYMENT BOND SHALL BE
KEPT BY  THE  CORPORATION  AND  SHALL  BE  OPEN  TO  PUBLIC  INSPECTION;
PROVIDED,  HOWEVER,  THAT THE REQUIREMENTS OF THIS SUBDIVISION SHALL NOT
APPLY WHEN THE COST OF A CONSTRUCTION PROJECT IS LESS THAN  TWO  HUNDRED
THOUSAND DOLLARS.
  (A)   THE   PROJECT  DEVELOPER  SHALL  ADVERTISE  FOR  BIDS  FOR  SUCH
CONSTRUCTION CONTRACTS IN A DAILY NEWSPAPER HAVING  GENERAL  CIRCULATION
IN  THE COUNTY. SUCH ADVERTISEMENT SHALL CONTAIN A STATEMENT OF THE TIME
AND PLACE WHERE ALL BIDS  RECEIVED  PURSUANT  TO  SUCH  NOTICE  WILL  BE
PUBLICLY OPENED AND READ. AN EMPLOYEE OF THE CORPORATION SHALL BE DESIG-
NATED  TO  OPEN  THE BIDS AT THE TIME AND PLACE SPECIFIED IN THE NOTICE.
ALL BIDS RECEIVED SHALL BE PUBLICLY OPENED AND  READ  AT  THE  TIME  AND
PLACE SO SPECIFIED. AT LEAST FIVE DAYS SHALL ELAPSE BETWEEN THE PUBLICA-
TION OF SUCH ADVERTISEMENT AND DATE ON WHICH THE BIDS ARE OPENED.
  (B)  WHEN  THE ENTIRE COST OF CONSTRUCTING SUCH BUILDING, EXCLUSIVE OF
ANY MEDICAL EQUIPMENT, APPARATUS OR DEVICES, SHALL  EXCEED  ONE  MILLION
DOLLARS, THE PROJECT DEVELOPER SHALL PREPARE SEPARATE SPECIFICATIONS FOR
THE  FOLLOWING  SUBDIVISIONS  OF SUCH WORK, SO AS TO PERMIT SEPARATE AND
INDEPENDENT BIDDING UPON EACH SUBDIVISION:
  (1) PLUMBING AND GAS FITTINGS;
  (2) STEAM HEATING, HOT WATER HEATING, VENTILATING AND AIR CONDITIONING
APPARATUS; AND
  (3) ELECTRIC WIRING AND STANDARD ILLUMINATING FIXTURES.
  (C) AFTER PUBLIC COMPETITIVE  BIDDING,  THE  PROJECT  DEVELOPER  SHALL
AWARD  ONE OR MORE SEPARATE CONTRACTS FOR EACH OF THE ABOVE SUBDIVISIONS
OF SUCH WORK, WHENEVER SEPARATE SPECIFICATIONS ARE REQUIRED PURSUANT  TO
PARAGRAPH  (B)  OF  THIS  SUBDIVISION, AND ONE OR MORE CONTRACTS FOR THE
REMAINDER OF SUCH WORK. THE PROJECT DEVELOPER MAY AWARD  SUCH  CONTRACTS
AT  DIFFERENT  TIMES. CONTRACTS AWARDED PURSUANT TO THIS PARAGRAPH SHALL
BE AWARDED BY THE  PROJECT  DEVELOPER  TO  THE  LOWEST  RESPONSIBLE  AND
RESPONSIVE  BIDDER  AND  SHALL BE CONTRACTS OF THE PROJECT DEVELOPER AND

S. 5435                             7                            A. 7875

NOT OF THE CORPORATION WHICH SHALL HAVE NO  OBLIGATION  OR  LIABILITIES,
WHATSOEVER,  THEREUNDER.  THE PROJECT DEVELOPER SHALL HAVE THE RESPONSI-
BILITY FOR  THE  SUPERVISION,  COORDINATION,  AND  TERMINATION  OF  SUCH
CONTRACTS,  UNLESS  OTHERWISE SPECIFIED IN CONTRACTUAL TERMS BETWEEN THE
PROJECT DEVELOPER AND THE CORPORATION.
  (D) IN DETERMINING WHETHER A PROSPECTIVE CONTRACTOR IS RESPONSIBLE AND
RESPONSIVE, THE PROJECT DEVELOPER MAY REQUIRE THAT PROSPECTIVE  CONTRAC-
TORS:
  (1)  HAVE  ADEQUATE  FINANCIAL RESOURCES OR THE ABILITY TO OBTAIN SUCH
RESOURCES;
  (2) BE ABLE TO COMPLY  WITH  THE  REQUIRED  OR  PROPOSED  DELIVERY  OR
PERFORMANCE SCHEDULE;
  (3) HAVE A SATISFACTORY RECORD OF PERFORMANCE;
  (4) HAVE THE NECESSARY ORGANIZATION, EXPERIENCE, OPERATIONAL CONTROLS,
AND TECHNICAL SKILLS, OR THE ABILITY TO OBTAIN THEM;
  (5)  HAVE  THE NECESSARY PRODUCTION, CONSTRUCTION AND TECHNICAL EQUIP-
MENT AND FACILITIES, OR THE ABILITY TO OBTAIN THEM; AND
  (6) BE ELIGIBLE TO RECEIVE AN AWARD UNDER  APPLICABLE  LAW  AND  REGU-
LATIONS AND BE OTHERWISE QUALIFIED.
  (E)  THE  PROJECT DEVELOPER MAY REJECT ANY BID FROM A BIDDER WHICH THE
PROJECT DEVELOPER DETERMINES TO BE NON-RESPONSIBLE OR NON-RESPONSIVE  TO
THE ADVERTISEMENT FOR BIDS.
  (F) THE PROJECT DEVELOPER MAY, IN ITS DISCRETION, REJECT ALL BIDS, AND
MAY  REVISE BID SPECIFICATIONS AND MAY RE-ADVERTISE FOR BIDS AS PROVIDED
HEREIN.
  (G) ONLY AS USED IN THIS SECTION:
  (1) "PROJECT DEVELOPER" MEANS ANY  PRIVATE  CORPORATION,  PARTNERSHIP,
LIMITED  LIABILITY  COMPANY, OR INDIVIDUAL, OR COMBINATION THEREOF WHICH
HAS SUBMITTED A PROPOSAL IN RESPONSE TO A REQUEST FOR PROPOSALS;
  (2) "CONSTRUCTION" SHALL  INCLUDE  RECONSTRUCTION,  REHABILITATION  OR
IMPROVEMENT  EXCLUSIVE  OF  THE INSTALLATION AND ASSEMBLY OF ANY MEDICAL
EQUIPMENT, APPARATUS OR DEVICE;
  (3) "MEDICAL BUILDING" MEANS  THAT  COMPONENT  OF  A  MEDICAL  PROJECT
CONSTITUTING  APPURTENANT STRUCTURES OR FACILITIES NECESSARY TO HOUSE OR
RENDER THE REMAINING COMPONENTS  OF  THE  MEDICAL  PROJECT  OPERATIONAL.
MEDICAL  BUILDING  SHALL  NOT  INCLUDE  APPARATUS,  EQUIPMENT,  DEVICES,
SYSTEMS, SUPPLIES OR ANY COMBINATION THEREOF; AND
  (4) "MEDICAL PROJECT" MEANS ANY SUBSTANTIAL DURABLE APPARATUS,  EQUIP-
MENT,  DEVICE  OR SYSTEM, OR ANY COMBINATION OF THE FOREGOING, INCLUDING
SERVICES NECESSARY TO INSTALL, ERECT, OR ASSEMBLE THE FOREGOING AND  ANY
APPURTENANT  STRUCTURES  OR  FACILITIES NECESSARY TO HOUSE OR RENDER THE
FOREGOING OPERATIONAL, TO BE USED FOR THE PURPOSE OF CARE, TREATMENT  OR
DIAGNOSIS  OF  DISEASE  OR INJURY OR THE RELIEF OF PAIN AND SUFFERING OF
SICK OR INJURED PERSONS.  MEDICAL PROJECTS SHALL  NOT  INCLUDE  ORDINARY
SUPPLIES  AND  EQUIPMENT  EXPENDED OR UTILIZED IN THE CUSTOMARY CARE AND
TREATMENT OF PATIENTS.
  10. (A) FOR PURPOSES OF APPLYING SECTION EIGHTY-SEVEN  OF  THE  PUBLIC
OFFICERS LAW, TO THE CORPORATION, THE TERM "TRADE SECRETS" SHALL INCLUDE
MARKETING  STRATEGY  OR STRATEGIC MARKETING PLANS, ANALYSES, EVALUATIONS
AND PRICING STRATEGIES OR PRICING COMMITMENTS OF THE CORPORATION, RELAT-
ING TO THE BUSINESS DEVELOPMENT, WHICH, IF DISCLOSED, WOULD BE LIKELY TO
INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  (B) IN ADDITION TO THE MATTERS LISTED IN SECTION ONE HUNDRED  FIVE  OF
THE  PUBLIC  OFFICERS  LAW,  THE  CORPORATION  MAY  CONDUCT AN EXECUTIVE
SESSION FOR THE PURPOSE OF CONSIDERING MARKETING STRATEGY  OR  STRATEGIC
MARKETING  PLANS,  ANALYSES,  EVALUATIONS  AND PRICING STRATEGIES OF THE

S. 5435                             8                            A. 7875

CORPORATION, RELATING TO  BUSINESS  DEVELOPMENT,  WHICH,  IF  DISCLOSED,
WOULD BE LIKELY TO INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  S 3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE. 1. (A) ON
THE  EFFECTIVE  DATE OF THE TRANSFER OF THE FACILITIES AND OPERATIONS OF
THE COUNTY TO THE CORPORATION PURSUANT TO AN AGREEMENT BETWEEN THE COUN-
TY AND THE CORPORATION AS AUTHORIZED IN THIS TITLE, OFFICERS AND EMPLOY-
EES EMPLOYED IN A DEPARTMENT OR AGENCY OF THE COUNTY SHALL BECOME  OFFI-
CERS AND EMPLOYEES OF THE CORPORATION WITH EQUIVALENT OFFICES, POSITIONS
AND  EMPLOYMENT  THEREWITH AND SHALL BE DEEMED PUBLIC OFFICERS OR PUBLIC
EMPLOYEES FOR ALL PURPOSES.
  (B) IN ACCORDANCE WITH THE PROVISIONS OF SECTION SEVENTY OF THE  CIVIL
SERVICE  LAW,  FOR  A  PERIOD  NOT  TO EXTEND BEYOND SIX MONTHS FROM THE
EFFECTIVE DATE OF THE TRANSFER OF ANY FACILITIES AND OPERATIONS  OF  THE
COUNTY  PURSUANT  TO AN AGREEMENT BETWEEN THE COUNTY AND THE CORPORATION
AS AUTHORIZED IN THIS TITLE, ANY OTHER OFFICER OR EMPLOYEE OF THE COUNTY
MAY, AT THE REQUEST OF THE CORPORATION AND WITH THE CONSENT OF THE COUN-
TY EXECUTIVE AND THE OFFICER OR EMPLOYEE, BE TRANSFERRED TO  THE  CORPO-
RATION  AND SHALL BE ELIGIBLE FOR SUCH TRANSFER AND APPOINTMENT, WITHOUT
FURTHER EXAMINATION, TO APPLICABLE  OFFICES,  POSITIONS  AND  EMPLOYMENT
UNDER THE CORPORATION.
  (C)  ANY  PERSON  WHO,  AT  THE  TIME  HE OR SHE BECOMES AN OFFICER OR
EMPLOYEE OF THE CORPORATION PURSUANT TO PARAGRAPH (A)  OR  (B)  OF  THIS
SUBDIVISION,  HAS A TEMPORARY OR PROVISIONAL APPOINTMENT SHALL BE TRANS-
FERRED SUBJECT TO THE SAME RIGHT OF REMOVAL, EXAMINATION OR  TERMINATION
AS  THOUGH  SUCH  TRANSFER  HAD  NOT BEEN MADE EXCEPT TO THE EXTENT SUCH
RIGHTS ARE MODIFIED BY A COLLECTIVE BARGAINING AGREEMENT.
  (D) THERE SHALL BE NO LAYOFFS OF ANY  OFFICERS  OR  EMPLOYEES  OF  THE
CORPORATION  WHICH  ARE  A  DIRECT  CONSEQUENCE OF THE ENACTMENT OF THIS
TITLE. THERE SHALL BE A PRESUMPTION THAT ANY LAYOFFS OCCURRING MORE THAN
TWENTY-FOUR MONTHS AFTER THE EFFECTIVE TRANSFER DATE DESCRIBED  IN  THIS
SUBDIVISION SHALL BE DEEMED NOT TO BE SUCH A DIRECT CONSEQUENCE.
  (E)  NOTHING  CONTAINED  IN THIS SECTION SHALL BE CONSTRUED TO PREVENT
THE ELIMINATION OF ANY SERVICE AT ANY TIME AS A  RESULT  OF  THE  ELIMI-
NATION  OF  STATE  OR  FEDERAL  ASSISTANCE, THE ELIMINATION OF AVAILABLE
REVENUE REIMBURSEMENT, LOSS OF CERTIFICATION OR LICENSURE,  OR  LOSS  OF
FINANCIAL VIABILITY.
  2.  THE  CORPORATION  SHALL RECOGNIZE THE EXISTING CERTIFIED OR RECOG-
NIZED EMPLOYEE ORGANIZATIONS FOR THOSE PERSONS WHO BECOME  EMPLOYEES  OF
THE  CORPORATION  PURSUANT TO PARAGRAPH (A) OR (B) OF SUBDIVISION ONE OF
THIS SECTION AS THE EXCLUSIVE COLLECTIVE BARGAINING REPRESENTATIVES  FOR
SUCH  EMPLOYEES,  WHO  SHALL REMAIN IN THE EXISTING BARGAINING UNIT. THE
CORPORATION SHALL BE BOUND BY ALL EXISTING COLLECTIVE BARGAINING  AGREE-
MENTS  WITH  SUCH  EMPLOYEE ORGANIZATIONS; ALL EXISTING TERMS AND CONDI-
TIONS OF EMPLOYMENT SHALL REMAIN IN EFFECT UNTIL ALTERED BY THE TERMS OF
A SUCCESSOR CONTRACT; SUCCESSOR EMPLOYEES TO THE POSITIONS HELD BY  SUCH
EMPLOYEES  SHALL,  CONSISTENT WITH THE PROVISIONS OF ARTICLE FOURTEEN OF
THE CIVIL SERVICE LAW, BE INCLUDED IN THE SAME UNIT AS  THEIR  PREDECES-
SORS.  EMPLOYEES  SERVING  IN POSITIONS IN NEWLY CREATED TITLES SHALL BE
ASSIGNED TO THE APPROPRIATE BARGAINING UNIT.   NOTHING CONTAINED  HEREIN
SHALL BE CONSTRUED TO AFFECT:
  (A) THE RIGHTS OF EMPLOYEES PURSUANT TO A COLLECTIVE BARGAINING AGREE-
MENT;
  (B) THE REPRESENTATIONAL RELATIONSHIPS AMONG EMPLOYEE ORGANIZATIONS OR
THE  BARGAINING  RELATIONSHIPS BETWEEN THE COUNTY, STATE AND AN EMPLOYEE
ORGANIZATION; OR

S. 5435                             9                            A. 7875

  (C) EXISTING LAW WITH RESPECT TO AN APPLICATION TO THE PUBLIC  EMPLOY-
MENT  RELATIONS  BOARD  SEEKING  DESIGNATION  BY  THE BOARD THAT CERTAIN
PERSONS ARE MANAGERIAL OR CONFIDENTIAL.  NOTHING HEREIN  SHALL  PRECLUDE
THE  MERGER  OF  NEGOTIATING  UNITS OF EMPLOYEES WITH THE CONSENT OF THE
RECOGNIZED OR CERTIFIED REPRESENTATIVES OF SUCH UNITS.
  3.  THE  SALARY OR COMPENSATION OF ANY SUCH OFFICER OR EMPLOYEE, AFTER
SUCH TRANSFER, SHALL BE PAID BY THE CORPORATION. THE CORPORATION  SHALL,
UPON  TRANSFER,  ACKNOWLEDGE AND GIVE CREDIT FOR ALL LEAVE BALANCES HELD
BY SUCH OFFICERS AND EMPLOYEES ON THE DATE OF TRANSFER.
  4. THE CORPORATION SHALL BE SUBJECT TO THE CIVIL SERVICE LAW.
  S 3647-E. GENERAL POWERS OF THE CORPORATION. SUBJECT  TO  THIS  TITLE,
THE  CIVIL  PRACTICE  LAW  AND  RULES, THE PUBLIC HEALTH LAW, THE MENTAL
HYGIENE LAW, THE SOCIAL SERVICES LAW, THE EDUCATION  LAW  OR  ANY  OTHER
APPLICABLE LAW OR REGULATION, THE CORPORATION SHALL HAVE POWER:
  1. TO SUE AND BE SUED;
  2. TO HAVE A SEAL AND ALTER THE SAME AT PLEASURE;
  3.  TO  BORROW MONEY AND ISSUE BONDS FOR ANY OF ITS CORPORATE PURPOSES
OR ITS PROJECTS, OR TO REFUND THE SAME, AND TO PROVIDE FOR THE RIGHTS OF
THE HOLDERS THEREOF;
  4. TO MAKE AND ALTER BY-LAWS FOR ITS ORGANIZATION AND MANAGEMENT, AND,
SUBJECT TO AGREEMENTS WITH ITS BONDHOLDERS, TO MAKE AND ALTER RULES  AND
REGULATIONS  GOVERNING THE EXERCISE OF ITS POWERS AND THE FULFILLMENT OF
ITS PURPOSES UNDER THIS TITLE;
  5. (A) TO ACQUIRE BY PURCHASE, GRANT, LEASE, GIFT, OR OTHERWISE AND TO
HOLD AND USE PROPERTY NECESSARY, CONVENIENT OR DESIRABLE  TO  CARRY  OUT
ITS  CORPORATE  PURPOSES,  AND TO SELL, CONVEY, MORTGAGE, LEASE, PLEDGE,
EXCHANGE OR OTHERWISE DISPOSE OF ANY SUCH PROPERTY IN SUCH MANNER AS THE
CORPORATION SHALL DETERMINE;
  (B) TO ACQUIRE BY CONDEMNATION  PURSUANT  TO  THE  PROVISIONS  OF  THE
EMINENT  DOMAIN  PROCEDURE  LAW  ANY  REAL  PROPERTY  WITHIN  THE COUNTY
REQUIRED BY THE CORPORATION TO CARRY OUT  THE  POWERS  GRANTED  BY  THIS
TITLE  WITH  THE  APPROVAL OF BOTH THE COUNTY LEGISLATURE AND THE COUNTY
EXECUTIVE;
  6. TO ACQUIRE, CONSTRUCT, LEASE,  EXPAND,  IMPROVE,  MAINTAIN,  EQUIP,
FURNISH,  OPERATE  ONE  OR  MORE  PROJECTS AND, IF NECESSARY, TO PAY OR,
FINANCE THE COST THEREOF;
  7. TO ACCEPT GIFTS, GRANTS, LOANS OR CONTRIBUTIONS OF FUNDS OR PROPER-
TY OR FINANCIAL OR OTHER AID IN ANY FORM FROM, AND ENTER INTO  CONTRACTS
OR OTHER TRANSACTIONS WITH, THE FEDERAL GOVERNMENT, THE STATE, THE COUN-
TY  OR  ANY  PUBLIC CORPORATION OR ANY OTHER SOURCE, AND TO USE ANY SUCH
GIFTS, GRANTS, LOANS OR CONTRIBUTIONS FOR ANY OF ITS CORPORATE PURPOSES;
  8. TO GRANT OPTIONS TO RENEW ANY LEASE WITH RESPECT TO ANY PROJECT  OR
PROJECTS  AND  TO  GRANT OPTIONS TO BUY ANY PROJECT AT SUCH PRICE AS THE
CORPORATION MAY DEEM DESIRABLE;
  9. TO DESIGNATE THE DEPOSITORIES OF ITS MONEY;
  10. TO ESTABLISH ITS FISCAL YEAR;
  11. TO ENTER INTO CONTRACTS AND TO EXECUTE ALL  INSTRUMENTS  NECESSARY
OR  CONVENIENT OR DESIRABLE FOR THE PURPOSES OF THE CORPORATION TO CARRY
OUT ANY POWERS EXPRESSLY GIVEN TO IT IN THIS TITLE;
  12. TO APPOINT SUCH OFFICERS, EMPLOYEES AND AGENTS AS THE  CORPORATION
MAY  REQUIRE  FOR THE PERFORMANCE OF ITS DUTIES AND TO FIX AND DETERMINE
THEIR QUALIFICATIONS, DUTIES, AND COMPENSATION SUBJECT TO THE PROVISIONS
OF THE CIVIL SERVICE LAW AND ANY APPLICABLE COLLECTIVE BARGAINING AGREE-
MENT, AND TO RETAIN OR EMPLOY COUNSEL, AUDITORS, ENGINEERS  AND  PRIVATE
CONSULTANTS  ON  A  CONTRACT  BASIS,  OR OTHERWISE FOR RENDERING PROFES-
SIONAL, MANAGEMENT OR TECHNICAL SERVICES AND ADVICE;

S. 5435                            10                            A. 7875

  13. TO USE EMPLOYEES, AGENTS, CONSULTANTS AND FACILITIES OF THE  COUN-
TY, PAYING THE COUNTY ITS AGREED PROPORTION OF THE COMPENSATION OR COSTS
PURSUANT TO AN AGREEMENT WITH THE COUNTY;
  14. TO MAKE AND ADOPT PLANS, SURVEYS AND STUDIES NECESSARY, CONVENIENT
OR  DESIRABLE  TO  THE  EFFECTUATION  OF  THE PURPOSES AND POWERS OF THE
CORPORATION AND TO PREPARE RECOMMENDATIONS IN REGARD THERETO;
  15. EXCEPT WHERE OTHERWISE PROVIDED BY LAW OR REGULATION, TO  FIX  AND
COLLECT RATES, RENTALS, FEES AND OTHER CHARGES FOR THE SERVICES RENDERED
BY  OR FOR USE OF THE FACILITIES OR IN THE EXERCISE OF THE POWERS OF THE
CORPORATION;
  16. TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE LODGMENT OF
THE CORPORATION MAY  BE  NECESSARY,  CONVENIENT  OR  DESIRABLE  FOR  THE
PURPOSE OF MAKING SURVEYS, SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOM-
PLISH ANY PURPOSE AUTHORIZED BY THIS TITLE, THE CORPORATION BEING LIABLE
FOR ACTUAL DAMAGE DONE;
  17.  TO INSURE OR OTHERWISE TO PROVIDE FOR THE INSURANCE OF THE CORPO-
RATION'S PROPERTY OR OPERATIONS AND ALSO  CONTRACT  AGAINST  SUCH  OTHER
RISKS AS THE CORPORATION MAY DEEM ADVISABLE, INCLUDING THE INTEREST RATE
RISK  FOR OBLIGATIONS IT ISSUES BEARING INTEREST AT A FLOATING OR OTHER-
WISE ADJUSTABLE RATE WHICH PREVENTS THE ACTUAL RATE OVER THE TERM OF THE
DEBT FROM BEING ASCERTAINED AT THE DATE OF ITS INCURRENCE, AND INCLUDING
THE POWER TO MAKE ANY PAYMENTS WITH RESPECT THERETO; AND
  18. TO DO ALL THINGS NECESSARY,  CONVENIENT  OR  DESIRABLE,  INCLUDING
ANCILLARY  AND  INCIDENTAL ACTIVITIES, TO CARRY OUT ITS PURPOSES AND FOR
THE EXERCISE OF THE POWERS GRANTED IN THIS TITLE.
  S 3647-F. SPECIAL POWERS OF THE CORPORATION. IN  ORDER  TO  EFFECTUATE
THE  PURPOSES  OF  THIS  TITLE, THE CORPORATION SHALL HAVE THE FOLLOWING
ADDITIONAL POWERS, SUBJECT TO THIS TITLE, THE  CIVIL  PRACTICE  LAW  AND
RULES,  THE  PUBLIC  HEALTH  LAW,  THE  MENTAL  HYGIENE  LAW, THE SOCIAL
SERVICES LAW, THE EDUCATION LAW AND ANY OTHER APPLICABLE  LAW  OR  REGU-
LATION:
  1.  TO  OPERATE,  MANAGE,  SUPERINTEND AND CONTROL ANY HEALTH FACILITY
UNDER ITS JURISDICTION AND TO REPAIR, MAINTAIN AND OTHERWISE KEEP UP ANY
SUCH HEALTH FACILITY; AND TO ESTABLISH AND COLLECT  FEES,  RENTALS,  AND
OTHER CHARGES FOR THE SALE, LEASE OR SUBLEASE OF ANY SUCH HEALTH FACILI-
TY, SUBJECT TO THE TERMS AND CONDITIONS OF ANY CONTRACT, LEASE, SUBLEASE
OR OTHER AGREEMENT WITH THE COUNTY;
  2.  TO  PROVIDE HEALTH AND MEDICAL SERVICES FOR THE PUBLIC DIRECTLY OR
BY AGREEMENT OR LEASE WITH ANY PERSON, FIRM OR PRIVATE OR PUBLIC  CORPO-
RATION  OR ASSOCIATION THROUGH OR IN THE HEALTH FACILITIES OF THE CORPO-
RATION OR OTHERWISE AND TO MAKE INTERNAL POLICIES  GOVERNING  ADMISSIONS
AND  HEALTH  AND MEDICAL SERVICES; AND TO ESTABLISH AND COLLECT FEES AND
OTHER CHARGES FOR THE PROVISION OF SUCH HEALTH AND MEDICAL SERVICES; AND
TO PROVIDE AND MAINTAIN RESIDENT PHYSICIAN AND INTERN MEDICAL  SERVICES;
AND TO SPONSOR AND CONDUCT RESEARCH, EDUCATIONAL AND TRAINING PROGRAMS;
  3.  TO  ENTER  INTO  CONTRACTS,  LEASES  AND  OTHER AGREEMENTS FOR THE
PURPOSE OF AFFILIATING WITH A MEDICAL  COLLEGE  OR  RELATED  EDUCATIONAL
AGENCY  OR  INSTITUTION  IN  CONJUNCTION  WITH  THE CORPORATION'S HEALTH
FACILITIES, WHICH AGREEMENTS MAY PROVIDE FOR THE  MANAGEMENT,  OPERATION
AND  STAFFING  OF  HEALTH  FACILITIES, THE RECONSTRUCTION, RENOVATION OR
ADDITION TO HEALTH FACILITIES; THE PROVISION  OF  NECESSARY  FACILITIES,
UTILITIES  AND SERVICES; AND SUCH OTHER CONDITIONS OR FEATURES NECESSARY
AND PROPER FOR SUCH PURPOSE  AND  FOR  THE  PUBLIC  HEALTH  AND  GENERAL
WELFARE;
  4. TO DETERMINE THE CONDITIONS UNDER WHICH A PHYSICIAN MAY BE EXTENDED
THE PRIVILEGE OF PRACTICING WITHIN A HEALTH FACILITY UNDER THE JURISDIC-

S. 5435                            11                            A. 7875

TION  OF THE CORPORATION, AND TO PROMULGATE REASONABLE INTERNAL POLICIES
FOR THE CONDUCT OF ALL PERSONS, PHYSICIANS AND NURSES WITHIN SUCH FACIL-
ITY; AND
  5.  (A)  EXCEPT  AS  OTHERWISE PROVIDED IN ANY APPLICABLE LAW OR REGU-
LATION, TO EXERCISE AND PERFORM ALL OR PART  OF  ITS  PURPOSES,  POWERS,
DUTIES,  FUNCTIONS OR ACTIVITIES THROUGH ONE OR MORE SUBSIDIARY ENTITIES
OWNED OR CONTROLLED WHOLLY OR IN PART BY THE CORPORATION, WHICH SHALL BE
FORMED PURSUANT TO THE BUSINESS CORPORATION LAW, THE  LIMITED  LIABILITY
COMPANY LAW, OR THE NOT-FOR-PROFIT CORPORATION LAW, IN EACH CASE SUBJECT
TO ALL THE LIMITATIONS PROVIDED IN THIS ARTICLE.
  (B)  ANY  SUCH  SUBSIDIARY  MAY  BE  AUTHORIZED TO ACT AS A GENERAL OR
LIMITED PARTNER IN A PARTNERSHIP OR AS A MEMBER OF A  LIMITED  LIABILITY
COMPANY, AND ENTER INTO AN ARRANGEMENT CALLING FOR AN INITIAL AND SUBSE-
QUENT  PAYMENT  BY  SUCH  SUBSIDIARY  IN CONSIDERATION OF AN INTEREST IN
REVENUES OR OTHER CONTRACTUAL RIGHTS.
  (C) AN ENTITY SHALL BE DEEMED A SUBSIDIARY WHENEVER AND SO LONG AS (1)
MORE THAN HALF OF ANY VOTING SHARES OF SUCH SUBSIDIARY ARE OWNED OR HELD
BY THE CORPORATION OR (2) A  MAJORITY  OF  THE  DIRECTORS,  TRUSTEES  OR
MEMBERS OF SUCH SUBSIDIARY ARE DESIGNEES OF THE CORPORATION.
  (D)  THE CORPORATION MAY TRANSFER TO ANY SUBSIDIARY ENTITY ANY MONIES,
REAL OR PERSONAL OR MIXED PROPERTY IN ORDER TO CARRY OUT THE PURPOSES OF
THIS TITLE, SUBJECT TO THE RIGHTS OF THE HOLDERS OF  ANY  BONDS  OF  THE
CORPORATION.
  (E)  ANY  SUBSIDIARY  WHICH  PROVIDES  HEALTH CARE SERVICES PREVIOUSLY
PROVIDED BY THE COUNTY AND TRANSFERRED BY THE CORPORATION TO THE SUBSID-
IARY SHALL COMPLY WITH AND  BE  SUBJECT  TO  SUBDIVISION  NINE  OF  THIS
SECTION  AND SUBDIVISIONS SEVEN THROUGH TEN INCLUSIVE OF SECTION THIRTY-
SIX HUNDRED FORTY-SEVEN-C, SECTIONS  THIRTY-SIX  HUNDRED  FORTY-SEVEN-K,
THIRTY-SIX  HUNDRED  FORTY-SEVEN-O,  THIRTY-SIX  HUNDRED  FORTY-SEVEN-Q,
THIRTY-SIX HUNDRED FORTY-SEVEN-R AND THIRTY-SIX HUNDRED FORTY-SEVEN-S OF
THIS TITLE AS APPLICABLE. THE TRANSFER OF ANY MONIES, REAL  OR  PERSONAL
OR  MIXED PROPERTY TO A SUBSIDIARY SHALL BE GOVERNED BY ANY RESTRICTIONS
OR LIMITATIONS AS THE COUNTY MAY ESTABLISH IN THE AGREEMENT BETWEEN  THE
COUNTY  AND  THE  CORPORATION AS DESCRIBED IN SUBDIVISION ONE OF SECTION
THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  (F) ANY MATERIAL CHANGE IN THE OPERATION OF  A  HEALTH  FACILITY  THAT
OCCURS  PURSUANT  TO A TRANSFER OR AGREEMENT BETWEEN THE CORPORATION AND
ANY OF ITS SUBSIDIARIES SHALL REQUIRE THE BOARD OF SUCH  CORPORATION  OR
SUBSIDIARY  TO  PROVIDE  WRITTEN NOTICE OF SUCH TRANSFER OR AGREEMENT TO
THE COUNTY EXECUTIVE AND MAJORITY LEADER  AND  MINORITY  LEADER  OF  THE
COUNTY LEGISLATURE WITHIN SEVEN DAYS OF SUCH TRANSFER.
  6.  TO  CONTRACT WITH THE COUNTY FOR RELATED PUBLIC HEALTH SERVICES TO
BE DETERMINED BY THE COUNTY AND THE CORPORATION.
  7. TO NEGOTIATE AND MAKE ANY PAYMENTS IN LIEU OF TAXES  WITH  A  POLI-
TICAL SUBDIVISION WHERE THE CORPORATION HOLDS REAL ESTATE.
  8. TO CONTRACT WITH THE COUNTY TO PROVIDE, IN WHOLE OR IN PART, HEALTH
CARE  SERVICES,  AND  TO  OPERATE  FACILITIES AND PROGRAMS WHICH PROVIDE
HEALTH CARE SERVICES.
  9. TO PROVIDE UNCOMPENSATED CARE TO PERSONS IN  NEED  OF  HEALTH  CARE
SERVICES WITHOUT THE ABILITY TO PAY.
  S  3647-G. TRANSFER OF PROPERTY; RELATIONSHIP WITH THE COUNTY; CERTAIN
GIFTS, LOANS AND GUARANTEES BY THE COUNTY. 1. (A) BY  COUNTY  RESOLUTION
ONLY,  THE  COUNTY MAY CONTRACT, SELL, CONVEY, LOAN, LICENSE THE USE OF,
OR LEASE TO THE CORPORATION ANY PROPERTY OR ASSETS (EXCEPT MONIES APPRO-
PRIATED BY THE COUNTY AND PAYABLE TO THE CORPORATION PURSUANT TO  SUBDI-
VISION  THREE  AND  PARAGRAPH  (A) OF SUBDIVISION FOUR OF THIS SECTION),

S. 5435                            12                            A. 7875

WHICH ARE USEFUL IN CONNECTION WITH THE EXERCISE BY THE  CORPORATION  OF
ANY  OF  ITS POWERS UNDER THIS TITLE IN ORDER TO TRANSFER THE FACILITIES
AND OPERATIONS IN WHOLE OR IN PART OF ANY FACILITY, OPERATION OR PROGRAM
OF THE COUNTY OF ROCKLAND PROVIDING HEALTH CARE SERVICES, WHETHER OR NOT
THE  PROVISION  OF  SUCH FACILITY, OPERATION OR PROGRAM BY THE COUNTY IS
SPECIFICALLY MANDATED BY STATE LAW,  TO  THE  CORPORATION  BY  AGREEMENT
BETWEEN  THE  COUNTY  AND  THE CORPORATION AND ANY SUBSEQUENT RENEWAL OR
AMENDMENT THEREOF. THE POWERS CONFERRED UPON THE COUNTY HEREIN TO  SELL,
CONVEY,  LOAN,  LICENSE  THE  USE  OF OR LEASE PROPERTY OR ASSETS OF THE
COUNTY TO THE CORPORATION ARE IN ADDITION TO ANY OTHER POWERS GRANTED TO
THE COUNTY BY LAW RELATING TO THE SALE, CONVEYANCE, ALIENATION, LEASING,
LICENSING OR LOANING OF REAL OR PERSONAL PROPERTY AND ARE NOT SUBJECT TO
ANY LAW TO THE EXTENT INCONSISTENT HEREWITH.
  (B) ANY SUCH CONTRACT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE  SHALL
BE  UPON  SUCH  TERMS  AND  CONDITIONS, FOR SUCH CONSIDERATION WHICH MAY
INCLUDE CASH, SERVICES OR  ANY  COMBINATION  THEREOF  WHICH  THE  COUNTY
DETERMINES  TO BE IN THE BEST INTERESTS OF THE CITIZENS AND TAXPAYERS OF
THE COUNTY AND FOR SUCH TERM OR TERMS OF YEARS, SUBJECT TO THE RIGHTS OF
THE HOLDERS OF ANY BONDS, AS THE CORPORATION AND THE COUNTY  MAY  AGREE.
NO  REAL  PROPERTY  OF  THE  COUNTY  CONSISTING  OF  ANY HEALTH FACILITY
CURRENTLY OPERATED IN ROCKLAND COUNTY SHALL BE TRANSFERRED TO THE CORPO-
RATION IN FEE, EXCEPT UNDER SUCH RESTRICTIONS REGARDING RIGHTS OF  FIRST
REFUSAL,  OR  OTHER  RIGHTS,  TO REPURCHASE THE PROPERTY AS THE ROCKLAND
COUNTY LEGISLATURE SHALL  APPROVE  BY  ACT.  ANY  SUCH  CONTRACT,  SALE,
CONVEYANCE,  LEASE,  LOAN OR LICENSE SHALL NOT BE SUBJECT TO REFERENDUM,
PERMISSIVE OR MANDATORY. IN THE EVENT THAT THE COUNTY CONTRACTS,  SELLS,
CONVEYS,  LOANS, LICENSES OR LEASES ANY PROPERTY OR ASSETS TO THE CORPO-
RATION, THE COUNTY MAY CONTRACT WITH THE CORPORATION TO  LEASE,  BORROW,
LICENSE, OPERATE, MAINTAIN, MANAGE AND PROVIDE SERVICES FOR SUCH FACILI-
TIES UPON SUCH TERMS AND CONDITIONS AND FOR SUCH TERM OR TERMS OF YEARS,
SUBJECT  TO  THE  RIGHTS OF HOLDERS OF BONDS, AS THE CORPORATION AND THE
COUNTY MAY AGREE. THE  CORPORATION,  IN  FURTHERANCE  OF  ANY  PURCHASE,
CONVEYANCE  OR  LEASE  OF  ANY PROPERTY OR FACILITY FROM THE COUNTY, MAY
ASSUME THE PRIMARY RESPONSIBILITY FOR THE PAYMENT OF THE  PRINCIPAL  AND
INTEREST ON ANY BONDS OR NOTES ISSUED BY THE COUNTY FOR SUCH PROPERTY OR
FACILITY.
  (C)  UPON THE TERMS AND CONDITIONS AND ON THE EFFECTIVE DATE SET FORTH
IN THE AGREEMENT BETWEEN THE COUNTY AND  THE  CORPORATION  ENTERED  INTO
PURSUANT  TO  PARAGRAPH (A) OF THIS SUBDIVISION, SUCH DEPARTMENTS, AGEN-
CIES, FACILITIES, SERVICES AND OTHER RIGHTS AND INTEREST OF  THE  COUNTY
PERTAINING  TO  HEALTH  CARE  SERVICES  AS THE COUNTY OR CORPORATION MAY
AGREE SHALL BE TRANSFERRED TO THE CORPORATION. UPON ANY  SUCH  TRANSFER,
THE  COUNTY  IS  AUTHORIZED TO RESTRUCTURE OR ELIMINATE ALL SUCH DEPART-
MENTS, AGENCIES OR FACILITIES.
  2. THE COUNTY MAY ACQUIRE BY PURCHASE, LEASE, OR CONDEMNATION PURSUANT
TO THE EMINENT DOMAIN PROCEDURE LAW, REAL PROPERTY IN THE  NAME  OF  THE
COUNTY FOR ANY CORPORATE PURPOSE OF THE CORPORATION.
  3.  (A)  IN  ADDITION  TO  ANY  OTHER  POWERS GRANTED TO IT BY LAW AND
CONSISTENT WITH THE CONSTITUTION AND OTHER PROVISIONS OF LAW, THE COUNTY
MAY, FROM TIME TO TIME, APPROPRIATE SUMS  OF  MONEY  TO  DEFRAY  PROJECT
COSTS  OR ANY OTHER COSTS OR EXPENSES OF THE CORPORATION INCLUDING OPER-
ATING EXPENSES.
  (B) SUBJECT TO THE RIGHTS OF BONDHOLDERS, THE COUNTY MAY DETERMINE  IF
THE  MONIES  SO APPROPRIATED SHALL BE SUBJECT TO REPAYMENT BY THE CORPO-
RATION TO THE COUNTY AND, IN SUCH EVENT, THE MANNER AND  TIME  OR  TIMES
FOR SUCH REPAYMENT.

S. 5435                            13                            A. 7875

  4. IN ADDITION TO THE AUTHORITY GRANTED ELSEWHERE IN THIS TITLE AND BY
OTHER  APPLICABLE  LAWS, THE CORPORATION AND THE COUNTY MAY ENTER INTO A
CONTRACT OR CONTRACTS FROM TIME TO TIME PROVIDING FOR ONE OR MORE OF THE
FOLLOWING:
  (A)  THE PAYMENT OF SUMS APPROPRIATED BY THE COUNTY PURSUANT TO SUBDI-
VISION THREE OF THIS SECTION;
  (B) THE PAYMENT OF SUMS FOR  HEALTH  CARE  SERVICES  PROVIDED  BY  THE
CORPORATION  WHICH  COULD  OTHERWISE BE PROVIDED DIRECTLY BY THE COUNTY,
INCLUDING SERVICES FOR UNCOMPENSATED CARE;
  (C) SERVICES TO BE PROVIDED BY THE COUNTY  TO  OR  ON  BEHALF  OF  THE
CORPORATION;
  (D)  THE  TRANSFER  OF  EMPLOYEES  OF THE COUNTY TO THE CORPORATION AS
PROVIDED IN SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-D OF THIS TITLE;
  (E) INDEMNIFICATION BY THE CORPORATION OF THE COUNTY FOR CLAIMS  ASSO-
CIATED  WITH  ESTABLISHMENT  OF AND OPERATION OF THE CORPORATION AND ITS
HEALTH FACILITIES;
  (F) THE SALE, CONVEYANCE, LOAN, LICENSE OR LEASE BY THE COUNTY TO  THE
CORPORATION  OF  ANY  PROPERTY (EXCEPT MONIES APPROPRIATED BY THE COUNTY
AND PAYABLE TO THE CORPORATION PURSUANT TO  SUBDIVISION  THREE  OF  THIS
SECTION  AND  PARAGRAPH (A) OF THIS SUBDIVISION) OR FACILITIES WHICH ARE
USEFUL IN CONNECTION WITH THE EXERCISE BY THE CORPORATION OF ANY OF  ITS
POWERS UNDER THIS TITLE NOT TRANSFERRED PURSUANT TO THE AUTHORITY GRANT-
ED  IN  PARAGRAPH  (A)  OF  SUBDIVISION ONE OF THIS SECTION, WHICH SALE,
CONVEYANCE, LOAN, LICENSE OR LEASE  SHALL  NEVERTHELESS  BE  SUBJECT  TO
PARAGRAPH (B) OF SUBDIVISION ONE OF THIS SECTION; AND
  (G)  SUCH  OTHER  MATTERS  AS  MAY  BE  APPROPRIATE  TO ACCOMPLISH THE
PURPOSES HEREOF.
ANY SUCH CONTRACT OR CONTRACTS SHALL BE  AUTHORIZED  BY  THE  COUNTY  BY
RESOLUTION  OR  ORDINANCE  ADOPTED  BY THE COUNTY LEGISLATURE OR IN SUCH
OTHER MANNER AS PERMITTED BY THE COUNTY GOVERNMENT LAW OF THE COUNTY  OF
ROCKLAND. SUCH CONTRACT OR CONTRACTS SHALL INCLUDE SUCH TERMS AND CONDI-
TIONS  AND  HAVE SUCH TERM OR TERMS OF YEARS, AS THE CORPORATION AND THE
COUNTY MAY AGREE.
  5. ON THE EFFECTIVE DATE OF THE TRANSFER OF THE EXISTING HEALTH FACIL-
ITY PURSUANT TO AN AGREEMENT BETWEEN THE COUNTY AND THE  CORPORATION  AS
AUTHORIZED  IN  THIS  TITLE,  THE  DEPARTMENT SHALL BE ABOLISHED. ON AND
AFTER SUCH DATE THE DEPARTMENT OF HEALTH OF THE COUNTY SHALL  BE  VESTED
WITH ALL POWER AND AUTHORITY OF THE DEPARTMENT NOT EXPLICITLY OR IMPLIC-
ITLY TRANSFERRED TO THE CORPORATION PURSUANT TO THIS TITLE.
  6.  THE  COUNTY OF ROCKLAND SHALL HAVE THE POWER AND IS HEREBY AUTHOR-
IZED, PURSUANT TO SECTION  SEVEN  OF  ARTICLE  SEVENTEEN  OF  THE  STATE
CONSTITUTION,  TO  LEND  ITS  MONEY OR CREDIT TO OR IN AID OF THE CORPO-
RATION OR ANY SUBSIDIARY THEREOF FOR THE  PURPOSE  OF  PROVIDING  HEALTH
RELATED  FACILITIES OR HOSPITAL FACILITIES FOR THE PREVENTION, DIAGNOSIS
OR TREATMENT OF HUMAN DISEASE, PAIN, INJURY,  DISABILITY,  DEFORMITY  OR
PHYSICAL CONDITION, AND FOR FACILITIES INCIDENTAL OR APPURTENANT THERETO
AS  MAY  BE  PRESCRIBED  BY  LAW.  THE  COUNTY  IS  HEREBY AUTHORIZED TO
PRESCRIBE SUCH FACILITIES BY RESOLUTION. THE  CORPORATION  OR  ANY  SUCH
SUBSIDIARY  THEREOF, AS A CONDITION TO ANY SUCH LOAN OF MONEY OR CREDIT,
SHALL ENTER INTO A REGULATORY AGREEMENT WITH THE COUNTY AS TO ITS CHARG-
ES, PROFITS, DIVIDENDS AND DISPOSITION OF ITS  PROPERTY  OR  FRANCHISES,
WHICH  AGREEMENT  SHALL  BE  BINDING  AND ENFORCEABLE BY THE COUNTY. THE
COUNTY MAY ELECT IN SUCH REGULATORY AGREEMENT TO REFRAIN FROM EXERCISING
ALL OR ANY PORTION  OF  ITS  AUTHORITY  TO  SO  REGULATE  SUCH  CHARGES,
PROFITS,  DIVIDENDS  AND  DISPOSITION  OF  PROPERTY  OR FRANCHISE TO THE
EXTENT SUCH CHARGES, PROFITS, DIVIDENDS AND DISPOSITION OF  PROPERTY  OR

S. 5435                            14                            A. 7875

FRANCHISE  ARE  REGULATED BY THE STATE OR ANY AGENCY THEREOF. THE COUNTY
SHALL AUTHORIZE SUCH REGULATORY AGREEMENT BY RESOLUTION.
  (A)  IN  PURSUANCE  OF  THE AUTHORITY GRANTED HEREIN, THE COUNTY SHALL
HAVE THE POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO  ISSUE  ITS
BONDS,  NOTES OR OTHER OBLIGATIONS IN SUCH PRINCIPAL AMOUNTS AS IT SHALL
DEEM NECESSARY, AFTER TAKING INTO ACCOUNT  OTHER  MONIES  WHICH  MAY  BE
AVAILABLE  FOR THE PURPOSES SET FORTH HEREIN. SUCH BONDS, NOTES OR OBLI-
GATIONS SHALL BE ISSUED FOR THE PURPOSE OF MAKING LOANS  TO  THE  CORPO-
RATION  OR  ANY SUBSIDIARY THEREOF, PAYING INTEREST ON SUCH BONDS, NOTES
OR OTHER OBLIGATIONS, AND PAYING ALL OTHER OBLIGATIONS AND  EXPENDITURES
INCIDENTAL  TO AND NECESSARY OR CONVENIENT FOR THE MAKING OF SUCH LOANS.
SUCH BONDS, NOTES OR OBLIGATIONS SHALL BE ISSUED IN ACCORDANCE WITH  THE
APPLICABLE  PROVISIONS  OF  THIS  CHAPTER  AND THE LOCAL FINANCE LAW AND
APPLICABLE LOCAL LAWS.
  (B) ANY GUARANTEE BY THE COUNTY MADE PURSUANT TO THE AUTHORITY GRANTED
IN THIS SECTION SHALL BE AUTHORIZED BY RESOLUTION OR RESOLUTIONS OF  THE
COUNTY  IN THE SAME MANNER AS SUCH RESOLUTION OR RESOLUTIONS AUTHORIZING
THE ISSUANCE OF BONDS OF THE COUNTY FOR  THE  PURPOSES  FOR  WHICH  SUCH
GUARANTEE IS UNDERTAKEN.
  (C)  THE  COUNTY  SHALL ALSO BE AUTHORIZED TO ENACT LAWS GOVERNING THE
CONDITIONS UNDER WHICH SUCH LOANS, COMMITMENTS AND GUARANTEES BE MADE.
  7. FOR PURPOSES OF SUBDIVISION FOUR OF PARAGRAPH (A) OF SECTION  25.00
OF  THE  LOCAL FINANCE LAW, AMOUNTS TO BE DERIVED BY THE COUNTY OF ROCK-
LAND FROM THE CORPORATION, OR ANY SUBSIDIARY THEREOF, SHALL BE  INCLUDED
IN THE TERM "OTHER INCOME".
  8.  (A) NOTWITHSTANDING THE PROVISIONS OF ANY OTHER STATE OR LOCAL LAW
TO THE CONTRARY, INCLUDING, BUT NOT LIMITED TO, SECTIONS SIX-J AND SIX-N
OF THE GENERAL MUNICIPAL LAW, WITH THE APPROVAL OF THE  COUNTY  LEGISLA-
TURE,  AMOUNTS DEPOSITED FOR OR ON BEHALF OF THE HEALTH CARE AND MEDICAL
FACILITIES OR OPERATIONS OF THE COUNTY WHICH HAVE  BEEN  TRANSFERRED  TO
THE  CORPORATION  PURSUANT TO THIS SECTION IN THE LIABILITY AND CASUALTY
AND WORKERS' COMPENSATION RESERVE FUNDS ESTABLISHED BY THE COUNTY PURSU-
ANT TO SUCH SECTIONS OF THE GENERAL MUNICIPAL LAW, AND INVESTMENT  EARN-
INGS  THEREON, MAY BE WITHDRAWN BY THE COUNTY FROM SUCH FUNDS AND TRANS-
FERRED TO THE CORPORATION AND SHALL BE USED BY THE CORPORATION  FOR  THE
PURPOSES FOR WHICH SUCH FUNDS WERE ESTABLISHED.
  (B)  NO  AMOUNTS SHALL BE WITHDRAWN AND TRANSFERRED TO THE CORPORATION
PURSUANT TO THIS SUBDIVISION UNLESS PRIOR THERETO  THE  CORPORATION  HAS
AGREED IN WRITING TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, AND PROVIDE
DEFENSE,  FOR  ALL  CLAIMS, CASES, PROCEEDINGS, ACTIONS OR OTHER MATTERS
AGAINST THE COUNTY ARISING OUT OF THE PROPERTIES, FACILITIES, OPERATIONS
OR EMPLOYEES OF THE CORPORATION, WHETHER COMMENCED BEFORE OR  AFTER  THE
DATE OF TRANSFER OF SAID AMOUNTS, AND TO PROVIDE SUCH OTHER SECURITY FOR
THIS OBLIGATION AS THE COUNTY MAY REASONABLY REQUIRE.
  9.  NOTWITHSTANDING  THE  PROVISIONS  OF ANY STATE OR LOCAL LAW TO THE
CONTRARY, INCLUDING BUT NOT LIMITED TO  SECTION  SIX-L  OF  THE  GENERAL
MUNICIPAL  LAW, ANY MONIES DERIVED BY THE COUNTY IN CONSIDERATION OF THE
SALE OF ITS FACILITIES OR PROPERTY TO THE CORPORATION PURSUANT  TO  THIS
SECTION MAY BE USED FOR ANY LAWFUL PURPOSE OF THE COUNTY.
  S  3647-H. 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

S. 5435                            15                            A. 7875

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 OUTSTAND-
ING 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 CRED-
IT  ENHANCEMENTS  TO THE EXTENT NOW OR HEREAFTER AVAILABLE, IN EACH CASE
FOR THE PURPOSE OF SECURING ITS BONDS OR  NOTES  OR  TO  PROVIDE  DIRECT
PAYMENT OF ANY AMOUNTS WHICH THE CORPORATION IS AUTHORIZED TO PAY.
  4. BONDS SHALL BE AUTHORIZED BY RESOLUTION OF THE CORPORATION, AND MAY
BE  IN SUCH DENOMINATIONS AND BEAR SUCH DATE OR DATES AND MATURE AT SUCH
TIME OR TIMES AS SUCH RESOLUTION MAY PROVIDE, EXCEPT THAT BONDS AND  ANY
RENEWALS  THEREOF  SHALL  MATURE  WITHIN  FORTY  YEARS  FROM THE DATE OF
ORIGINAL ISSUANCE OF ANY SUCH BONDS.   OBLIGATIONS WITH  A  MATURITY  OF
FIVE  YEARS  OR  LESS  FROM  THE  DATE OF THEIR ORIGINAL ISSUANCE MAY BE
DESIGNATED AS NOTES. BONDS SHALL BE SUBJECT TO SUCH TERMS OF REDEMPTION,
BEAR INTEREST AT SUCH RATE OR RATES PER ANNUM PAYABLE AT SUCH TIMES,  BE
IN  SUCH  FORM,  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. BONDS MAY BE SOLD AT PUBLIC OR PRIVATE SALE FOR SUCH  PRICE  OR
PRICES AS THE CORPORATION SHALL DETERMINE, PROVIDED THAT NO BONDS OF THE
CORPORATION,  OTHER THAN OBLIGATIONS DESIGNATED AS NOTES, MAY BE SOLD BY
THE CORPORATION AT PRIVATE SALE UNLESS SUCH SALE AND THE  TERMS  THEREOF
HAVE  BEEN APPROVED IN WRITING BY THE STATE COMPTROLLER, WHERE SUCH SALE
IS NOT TO BE TO SUCH COMPTROLLER, OR BY THE STATE DIRECTOR OF THE  DIVI-
SION  OF  THE BUDGET, WHERE SUCH SALE IS TO BE TO THE STATE COMPTROLLER.
THE CORPORATION MAY PAY ALL EXPENSES, PREMIUMS AND COMMISSIONS WHICH  IT
MAY  DEEM  NECESSARY OR ADVANTAGEOUS IN CONNECTION WITH THE ISSUANCE AND
SALE OF BONDS.
  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;

S. 5435                            16                            A. 7875

  (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 THEREBY AND
THE USE AND DISPOSITION OF REVENUES;
  (E) LIMITATIONS ON THE RIGHT OF THE CORPORATION TO RESTRICT AND  REGU-
LATE  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 THERETO, 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 SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-I  OF
THIS TITLE AND LIMITING THE RIGHTS OF THE BONDHOLDERS TO APPOINT A TRUS-
TEE UNDER SUCH SECTION 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  BOND-
HOLDERS  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 THEREOF OR OTHER PROPERTY;
  (M)  LIMITATIONS  ON  THE  AMOUNT  OF  REVENUES AND OTHER MONIES TO BE
EXPENDED OR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES  OF  THE  CORPO-
RATION;
  (N) THE PAYMENT OF THE PROCEEDS OF BONDS, REVENUES AND OTHER MONIES TO
A TRUSTEE OR OTHER DEPOSITORY, AND FOR THE METHOD OF DISBURSEMENT THERE-
OF  WITH  SUCH SAFEGUARDS AND RESTRICTIONS AS THE CORPORATION MAY DETER-
MINE; 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 REME-
DIES OF THE BONDHOLDERS.
  6. IN ADDITION TO THE POWERS HEREIN CONFERRED 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 DISPOSI-
TION OF ITS REVENUES OR OTHER MONIES OR PROPERTY, INCLUDING THE MORTGAG-
ING 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 DOING ANY ACT WHICH THE
CORPORATION WOULD HAVE THE RIGHT TO DO IN THE  ABSENCE  OF  SUCH  RESOL-
UTIONS,  TRUST  INDENTURES,  AGREEMENTS OR OTHER INSTRUMENTS. THE CORPO-

S. 5435                            17                            A. 7875

RATION SHALL HAVE POWER TO ENTER INTO  AMENDMENTS  OF  ANY  SUCH  RESOL-
UTIONS,  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 WITHIN
THE POWERS OF ANY SUCH  RESOLUTIONS,  TRUST  INDENTURES,  AGREEMENTS  OR
OTHER INSTRUMENTS.  THE PROVISIONS OF ANY SUCH RESOLUTIONS, TRUST INDEN-
TURES,  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 IRRE-
SPECTIVE  OF WHETHER OR NOT SUCH PARTIES HAVE NOTICE THEREOF. NO INSTRU-
MENT 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  ACCORDANCE  WITH  APPLICABLE
PROVISIONS OF THE UNIFORM COMMERCIAL CODE AND MAY RENEW  THE  SAME  FROM
TIME  TO  TIME  BUT  THE  MAXIMUM  MATURITY  OF ANY SUCH NOTE, INCLUDING
RENEWALS THEREOF, SHALL NOT EXCEED SEVEN YEARS FROM THE DATE OF ISSUE OF
SUCH ORIGINAL NOTE.
  S 3647-I. REMEDIES OF BONDHOLDERS. SUBJECT TO ANY RESOLUTION OR RESOL-
UTIONS ADOPTED PURSUANT TO THIS TITLE:
  1. IN THE EVENT THAT THE CORPORATION SHALL DEFAULT IN THE  PAYMENT  OF
PRINCIPAL  OF  OR  INTEREST  ON  ANY ISSUE OF BONDS AFTER THE SAME SHALL
BECOME DUE, WHETHER AT MATURITY OR UPON CALL FOR  REDEMPTION,  AND  SUCH
DEFAULT SHALL CONTINUE FOR A PERIOD OF THIRTY DAYS, OR IN THE EVENT THAT
THE  CORPORATION  SHALL  FAIL OR REFUSE TO COMPLY WITH THE PROVISIONS OF
THIS TITLE OR SHALL DEFAULT IN ANY AGREEMENT MADE WITH  THE  HOLDERS  OF
ANY  ISSUE  OF  BONDS,  THE  HOLDERS  OF AT LEAST TWENTY-FIVE PERCENT IN
AGGREGATE PRINCIPAL AMOUNT OF THE BONDS OF SUCH ISSUE THEN  OUTSTANDING,
BY  INSTRUMENT  OR  INSTRUMENTS  FILED IN THE OFFICE OF THE CLERK OF THE
COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE CORPORATION IS  LOCATED  AND

S. 5435                            18                            A. 7875

PROVED  OR ACKNOWLEDGED IN THE SAME MANNER AS A DEED TO BE RECORDED, MAY
APPOINT A TRUSTEE TO REPRESENT THE HOLDERS OF SUCH BONDS FOR THE PURPOSE
HEREIN PROVIDED.
  2.  SUCH  TRUSTEE  MAY,  AND UPON WRITTEN REQUEST OF THE HOLDERS OF AT
LEAST TWENTY-FIVE PER CENTUM IN PRINCIPAL AMOUNT OF SUCH BONDS OUTSTAND-
ING SHALL, IN ITS OWN NAME:
  (A) BY ACTION OR PROCEEDING IN ACCORDANCE WITH THE CIVIL PRACTICE  LAW
AND RULES, ENFORCE ALL RIGHTS OF THE BONDHOLDERS, INCLUDING THE RIGHT TO
REQUIRE  THE  CORPORATION  TO  COLLECT  RENTS,  RATES,  FEES AND CHARGES
ADEQUATE TO CARRY OUT ANY AGREEMENT AS TO, OR  PLEDGE  OF,  SUCH  RENTS,
RATES,  FEES AND CHARGES AND TO REQUIRE THE CORPORATION TO CARRY OUT ANY
OTHER AGREEMENTS WITH THE HOLDERS OF SUCH BONDS TO  PERFORM  ITS  DUTIES
UNDER THIS TITLE;
  (B) BRING AN ACTION OR PROCEEDING UPON SUCH BONDS;
  (C)  BY ACTION OR PROCEEDING, REQUIRE THE CORPORATION TO ACCOUNT AS IF
IT WERE THE TRUSTEE OF AN EXPRESS TRUST FOR THE HOLDERS OF SUCH BONDS;
  (D) BY ACTION OR PROCEEDING, ENJOIN ANY ACTS OR THINGS  WHICH  MAY  BE
UNLAWFUL OR IN VIOLATION OF THE RIGHTS OF THE HOLDERS OF SUCH BONDS; AND
  (E)  DECLARE ALL SUCH BONDS DUE AND PAYABLE, AND IF ALL DEFAULTS SHALL
BE MADE GOOD,  THEN  WITH  THE  CONSENT  OF  THE  HOLDERS  OF  AT  LEAST
TWENTY-FIVE  PER  CENTUM  OF  THE  PRINCIPAL  AMOUNT  OF SUCH BONDS THEN
OUTSTANDING, TO ANNUL SUCH DECLARATION AND ITS CONSEQUENCES.
  3. SUCH TRUSTEE SHALL IN ADDITION TO THE FOREGOING  HAVE  AND  POSSESS
ALL OF THE POWERS NECESSARY OR APPROPRIATE FOR THE EXERCISE OF ANY FUNC-
TIONS SPECIFICALLY SET FORTH HEREIN OR INCIDENT TO THE GENERAL REPRESEN-
TATION OF BONDHOLDERS IN THE ENFORCEMENT AND PROTECTION OF THEIR RIGHTS.
  4. THE SUPREME COURT SHALL HAVE JURISDICTION OF ANY ACTION OR PROCEED-
ING  BY THE TRUSTEE ON BEHALF OF SUCH BONDHOLDERS. THE VENUE OF ANY SUCH
ACTION OR PROCEEDING SHALL BE LAID IN THE COUNTY.
  5. BEFORE DECLARING THE PRINCIPAL OF BONDS DUE AND PAYABLE, THE  TRUS-
TEE SHALL FIRST GIVE THIRTY DAYS NOTICE IN WRITING TO THE CORPORATION.
  6.  ANY SUCH TRUSTEE, WHETHER OR NOT THE ISSUE OF BONDS REPRESENTED BY
SUCH TRUSTEE HAS BEEN DECLARED DUE AND PAYABLE, SHALL BE ENTITLED AS  OF
RIGHT  TO  THE  APPOINTMENT  OF ANY RECEIVER OF ANY PART OR PARTS OF THE
PROJECT, THE REVENUES OF WHICH ARE PLEDGED FOR THE SECURITY OF THE BONDS
OF SUCH ISSUE, AND SUCH RECEIVER MAY ENTER AND TAKE POSSESSION  OF  SUCH
PART  OR  PARTS  OF  THE PROJECT AND, SUBJECT TO ANY PLEDGE OR AGREEMENT
WITH THE HOLDERS OF SUCH BONDS, SHALL TAKE POSSESSION OF ALL MONIES  AND
OTHER  PROPERTY  DERIVED  FROM  SUCH  PART  OR  PARTS OF THE PROJECT AND
PROCEED WITH ANY CONSTRUCTION THEREON OR THE ACQUISITION OF ANY  PROPER-
TY,  REAL  OR  PERSONAL  IN CONNECTION THEREWITH THAT THE CORPORATION IS
UNDER OBLIGATION TO DO, AND TO OPERATE, MAINTAIN  AND  RECONSTRUCT  SUCH
PART OR PARTS OF THE PROJECT AND COLLECT AND RECEIVE ALL REVENUES THERE-
AFTER  ARISING  THEREFROM  SUBJECT TO ANY PLEDGE OR AGREEMENT WITH BOND-
HOLDERS RELATING THERETO AND PERFORM THE PUBLIC DUTIES AND CARRY OUT THE
AGREEMENTS AND OBLIGATIONS OF THE CORPORATION UNDER THE DIRECTION OF THE
COURT.
  S 3647-J. STATE AND COUNTY NOT LIABLE ON  CORPORATION  BONDS.  1.  THE
STATE  SHALL  NOT BE LIABLE ON THE BONDS OR NOTES OF THE CORPORATION AND
SUCH BONDS OR NOTES SHALL NOT BE A DEBT OF THE STATE, AND SUCH BONDS AND
NOTES SHALL CONTAIN ON THE FACE THEREOF A STATEMENT TO SUCH EFFECT.
  2. EXCEPT AS MAY BE AUTHORIZED BY THE COUNTY PURSUANT TO SECTION SEVEN
OF ARTICLE SEVENTEEN OF THE STATE CONSTITUTION  AND  SECTION  THIRTY-SIX
HUNDRED  FORTY-SEVEN-H  OF THIS TITLE, THE COUNTY SHALL NOT BE LIABLE ON
THE BONDS OR NOTES OF THE CORPORATION AND SUCH BONDS OR NOTES SHALL  NOT
BE  A  DEBT OF THE COUNTY, AND SUCH BONDS AND NOTES SHALL CONTAIN ON THE

S. 5435                            19                            A. 7875

FACE THEREOF A STATEMENT TO SUCH EFFECT OR A  STATEMENT  DESCRIBING  THE
COUNTY LIABILITY THEREON, IF ANY.
  S  3647-K.  MONIES  OF  THE CORPORATION. ALL MONIES OF THE CORPORATION
FROM WHATEVER SOURCE DERIVED SHALL BE  PAID  TO  THE  TREASURER  OF  THE
CORPORATION  AND  SHALL BE DEPOSITED FORTHWITH IN A BANK OR BANKS DESIG-
NATED BY THE CORPORATION. THE MONIES IN SUCH ACCOUNTS SHALL BE PAID  OUT
OR  WITHDRAWN  ON THE ORDER OF SUCH PERSON OR PERSONS AS THE CORPORATION
MAY AUTHORIZE TO MAKE SUCH REQUISITIONS. ALL  DEPOSITS  OF  SUCH  MONIES
SHALL  BE SECURED BY OBLIGATIONS OF THE UNITED STATES OR OF THE STATE OR
OF ANY MUNICIPALITY OF A MARKET VALUE EQUAL AT ALL TIMES TO  THE  AMOUNT
ON DEPOSIT AND ALL BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH
SECURITY FOR SUCH DEPOSITS. ALTERNATIVELY, MONIES OF THE CORPORATION MAY
BE  DEPOSITED  IN  MONEY MARKET FUNDS RATED IN THE HIGHEST SHORT TERM OR
LONG TERM RATING CATEGORY BY AT LEAST ONE NATIONALLY  RECOGNIZED  RATING
AGENCY.    TO  THE EXTENT PRACTICABLE, CONSISTENT WITH THE CASH REQUIRE-
MENTS OF THE CORPORATION, ALL SUCH MONIES SHALL BE DEPOSITED IN INTEREST
BEARING ACCOUNTS. THE CORPORATION SHALL HAVE POWER, NOTWITHSTANDING  THE
PROVISIONS OF THIS SECTION, TO CONTRACT WITH THE HOLDERS OF ANY BONDS AS
TO  THE  CUSTODY,  COLLECTION,  SECURITY,  INVESTMENT AND PAYMENT OF ANY
MONIES OF THE CORPORATION OR ANY MONIES HELD IN TRUST OR  OTHERWISE  FOR
THE  PAYMENT OF BONDS OR ANY WAY TO SECURE BONDS, AND CARRY OUT ANY SUCH
CONTRACT NOTWITHSTANDING THAT SUCH CONTRACT MAY BE INCONSISTENT WITH THE
PROVISIONS OF THIS SECTION. MONIES HELD IN TRUST OR  OTHERWISE  FOR  THE
PAYMENT  OF  BONDS  OR  IN  ANY WAY TO SECURE BONDS AND DEPOSITS OF SUCH
MONIES MAY BE SECURED IN THE SAME MANNER AS MONIES  OF  THE  CORPORATION
AND  ALL  BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH SECURITY
FOR SUCH DEPOSITS. ANY MONIES OF THE CORPORATION NOT REQUIRED FOR  IMME-
DIATE  USE OR DISBURSEMENT MAY, AT THE DISCRETION OF THE CORPORATION, BE
INVESTED IN ACCORDANCE WITH GUIDELINES ESTABLISHED BY THE  CORPORATION'S
BOARD  AND  AMENDED  FROM  TIME TO TIME SUBJECT TO THE PROVISIONS OF ANY
CONTRACT WITH BONDHOLDERS AND WITH  THE  APPROVAL  OF  THE  STATE  COMP-
TROLLER. THE CORPORATION SHALL PRESCRIBE A SYSTEM OF ACCOUNTS.
  S  3647-L.  BONDS;  LEGAL INVESTMENT FOR FIDUCIARIES. THE BONDS OF THE
CORPORATION ARE HEREBY MADE SECURITIES IN WHICH ALL PUBLIC OFFICERS  AND
BODIES  OF THE STATE AND ALL MUNICIPALITIES, ALL INSURANCE COMPANIES AND
ASSOCIATIONS AND OTHER PERSONS CARRYING ON AN  INSURANCE  BUSINESS,  ALL
BANKS,  BANKERS, TRUST COMPANIES, SAVINGS BANKS AND SAVING ASSOCIATIONS,
INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN ASSOCIATIONS,
INVESTMENT COMPANIES AND OTHER PERSONS CARRYING ON A  BANKING  BUSINESS,
AND ADMINISTRATORS, GUARDIANS, EXECUTORS, TRUSTEES AND OTHER FIDUCIARIES
AND  ALL  OTHER  PERSONS  WHATSOEVER,  WHO  ARE  NOW OR MAY HEREAFTER BE
AUTHORIZED TO INVEST IN BONDS OR OTHER  OBLIGATIONS  OF  THE  STATE  MAY
PROPERLY  AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL OR
BELONGING TO THEM. THE BONDS ARE ALSO HEREBY MADE SECURITIES  WHICH  MAY
BE  DEPOSITED WITH AND MAY BE RECEIVED BY ALL PUBLIC OFFICERS AND BODIES
OF THE STATE AND ALL MUNICIPALITIES  FOR  ANY  PURPOSES  FOR  WHICH  THE
DEPOSIT  OF BONDS OR OTHER OBLIGATIONS OF THIS STATE IS NOW OR HEREAFTER
MAY BE AUTHORIZED.
  S 3647-M. AGREEMENT WITH STATE. THE STATE DOES HEREBY  PLEDGE  TO  AND
AGREE  WITH  THE HOLDERS OF ANY BONDS ISSUED BY THE CORPORATION PURSUANT
TO THIS TITLE AND WITH THOSE PERSONS  OR  PUBLIC  CORPORATIONS  WHO  MAY
ENTER  INTO CONTRACTS WITH THE CORPORATION PURSUANT TO THE PROVISIONS OF
THIS TITLE THAT THE STATE WILL NOT ALTER, LIMIT  OR  IMPAIR  THE  RIGHTS
HEREBY  VESTED  IN THE CORPORATION TO PURCHASE, CONSTRUCT, OWN AND OPER-
ATE, MAINTAIN, REPAIR,  IMPROVE,  RECONSTRUCT,  RENOVATE,  REHABILITATE,
ENLARGE,  INCREASE AND EXTEND, OR DISPOSE OF ANY PROJECT, OR ANY PART OR

S. 5435                            20                            A. 7875

PARTS THEREOF FOR WHICH BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED,
TO ESTABLISH AND COLLECT RATES, RENTS, FEES AND OTHER  CHARGES  REFERRED
TO  IN  THIS  TITLE, TO FULFILL THE TERMS OF ANY CONTRACTS OR AGREEMENTS
MADE  WITH OR FOR THE BENEFIT OF THE HOLDERS OF BONDS OR WITH ANY PERSON
OR PUBLIC CORPORATION WITH REFERENCE TO SUCH PROJECT OR PART THEREOF, OR
IN ANY WAY TO IMPAIR THE RIGHTS AND REMEDIES OF THE  HOLDERS  OF  BONDS,
UNTIL  THE  BONDS, TOGETHER WITH INTEREST THEREON, INCLUDING INTEREST ON
ANY UNPAID INSTALLMENTS OF INTEREST,  AND  ALL  COSTS  AND  EXPENSES  IN
CONNECTION  WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF OF THE HOLDERS
OF BONDS, ARE FULLY MET AND DISCHARGED  AND  SUCH  CONTRACTS  ARE  FULLY
PERFORMED  ON THE PART OF THE CORPORATION. THE CORPORATION IS AUTHORIZED
TO INCLUDE THIS PLEDGE AND AGREEMENT OF THE STATE IN ANY AGREEMENT  WITH
THE HOLDERS OF BONDS.
  S 3647-N. AGREEMENT WITH COUNTY. EXCEPT WHERE REQUIRED TO ACT PURSUANT
TO LAW, THE COUNTY IS AUTHORIZED TO PLEDGE TO AND AGREE WITH THE HOLDERS
OF  ANY  BONDS ISSUED BY THE CORPORATION PURSUANT TO THIS TITLE AND WITH
THOSE PERSONS OR PUBLIC CORPORATIONS WHO MAY ENTER INTO  CONTRACTS  WITH
THE CORPORATION PURSUANT TO THE PROVISIONS OF THIS TITLE THAT THE COUNTY
WILL  NOT  ALTER, LIMIT OR IMPAIR THE RIGHTS HEREBY VESTED IN THE CORPO-
RATION TO  PURCHASE,  CONSTRUCT,  OWN  AND  OPERATE,  MAINTAIN,  REPAIR,
IMPROVE,  RECONSTRUCT,  RENOVATE,  REHABILITATE,  ENLARGE,  INCREASE AND
EXTEND, OR DISPOSE OF ANY PROJECT, OR ANY PART  OR  PARTS  THEREOF,  FOR
WHICH  BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED, TO ESTABLISH AND
COLLECT RATES, RENTS, FEES AND OTHER CHARGES REFERRED TO IN THIS  TITLE,
TO  FULFILL  THE  TERMS  OF  ANY AGREEMENTS MADE WITH THE HOLDERS OF THE
BONDS OR WITH ANY PUBLIC CORPORATION OR PERSON WITH  REFERENCE  TO  SUCH
PROJECT OR PART THEREOF, OR IN ANY WAY IMPAIR THE RIGHTS AND REMEDIES OF
THE  HOLDERS  OF BONDS, UNTIL THE BONDS, TOGETHER WITH INTEREST THEREON,
INCLUDING INTEREST ON ANY UNPAID INSTALLMENTS OF INTEREST, AND ALL COSTS
AND EXPENSES IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF
OF THE HOLDERS OF BONDS, ARE FULLY MET AND DISCHARGED AND SUCH CONTRACTS
ARE FULLY PERFORMED ON THE PART OF THE CORPORATION.
  S 3647-O. EXEMPTION FROM TAXES AND CERTAIN FEES.  1.  THE  CORPORATION
SHALL NOT BE REQUIRED TO PAY ANY FEES, TAXES OR ASSESSMENTS OF ANY KIND,
EXCEPT  AS  PROVIDED  BY  THE PUBLIC HEALTH LAW, WHETHER STATE OR LOCAL,
INCLUDING BUT NOT LIMITED TO FEES OR TAXES ON REAL  PROPERTY,  FRANCHISE
TAXES,  SALES TAXES OR OTHER EXCISE TAXES, UPON ANY PROPERTY OWNED BY IT
OR UNDER ITS JURISDICTION, CONTROL OR SUPERVISION AND USED FOR A  PUBLIC
PURPOSE,  OR UPON THE USES THEREOF, OR UPON ITS ACTIVITIES IN THE OPERA-
TION AND MAINTENANCE OF ITS FACILITIES USED FOR A PUBLIC PURPOSE, OR ANY
REVENUES OR OTHER INCOME RECEIVED BY THE CORPORATION FROM PUBLIC PURPOSE
ACTIVITIES. THE FOREGOING SHALL NOT,  HOWEVER,  LIMIT  THE  COUNTY  FROM
RECEIVING  RENTALS,  FEES  OR OTHER CONSIDERATION PURSUANT TO AGREEMENTS
NEGOTIATED WITH THE CORPORATION. THE CORPORATION SHALL AT ALL  TIMES  BE
EXEMPT  FROM ANY FILING, MORTGAGE RECORDING OR TRANSFER FEES OR TAXES IN
RELATION TO INSTRUMENTS FILED, RECORDED OR TRANSFERRED BY IT OR  ON  ITS
BEHALF.  THE  CONSTRUCTION,  USE, OCCUPATION, LEASE OR POSSESSION OF ANY
PROPERTY OWNED BY THE CORPORATION OR THE COUNTY, INCLUDING  IMPROVEMENTS
THEREON,  BY  ANY  PERSON OR PUBLIC CORPORATION UNDER AGREEMENT WITH THE
CORPORATION OR THE COUNTY SHALL NOT OPERATE TO  ABROGATE  OR  LIMIT  THE
FOREGOING  EXEMPTION, NOTWITHSTANDING THAT THE LESSEE, USER, OCCUPANT OR
PERSON IN POSSESSION  SHALL  CLAIM  OWNERSHIP  FOR  FEDERAL  INCOME  TAX
PURPOSES.
  2.  ANY  BONDS  ISSUED PURSUANT TO THIS TITLE TOGETHER WITH THE INCOME
THEREFROM AS WELL AS THE PROPERTY OF THE CORPORATION SHALL AT ALL  TIMES
BE  EXEMPT  FROM  TAXES, EXCEPT FOR TRANSFER AND ESTATE TAXES. THE STATE

S. 5435                            21                            A. 7875

HEREBY COVENANTS WITH THE PURCHASERS AND WITH ALL SUBSEQUENT HOLDERS AND
TRANSFEREES OF BONDS ISSUED BY THE CORPORATION PURSUANT TO  THIS  TITLE,
IN  CONSIDERATION  OF  THE ACCEPTANCE OF AND PAYMENT FOR THE BONDS, THAT
THE  BONDS  OF  THE  CORPORATION  ISSUED  PURSUANT TO THIS TITLE AND THE
INCOME THEREFROM AND ALL REVENUES, MONIES, AND OTHER PROPERTY PLEDGED TO
SECURE THE PAYMENT OF SUCH BONDS SHALL AT ALL TIMES BE FREE  FROM  TAXA-
TION, EXCEPT FOR TRANSFER AND ESTATE TAXES.
  S  3647-P.  ACTIONS  AGAINST  CORPORATION.  1. EXCEPT IN AN ACTION FOR
WRONGFUL DEATH, NO ACTION OR SPECIAL PROCEEDING SHALL BE  PROSECUTED  OR
MAINTAINED  AGAINST  THE CORPORATION, ITS MEMBERS, OFFICERS OR EMPLOYEES
FOR PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL  PROPERTY  ALLEGED  TO
HAVE BEEN SUSTAINED BY REASON OF THE NEGLIGENCE, TORT OR WRONGFUL ACT OF
THE  CORPORATION  OR  OF ANY MEMBER, OFFICER, AGENT OR EMPLOYEE THEREOF,
UNLESS (A) NOTICE OF CLAIM SHALL HAVE BEEN  MADE  AND  SERVED  UPON  THE
CORPORATION  WITHIN THE TIME LIMIT SET BY AND IN COMPLIANCE WITH SECTION
FIFTY-E OF THE GENERAL MUNICIPAL LAW, (B) IT SHALL APPEAR BY AND  AS  AN
ALLEGATION  IN  THE COMPLAINT OR MOVING PAPERS THAT AT LEAST THIRTY DAYS
HAVE ELAPSED SINCE THE SERVICE OF SUCH NOTICE  AND  THAT  ADJUSTMENT  OR
PAYMENT THEREOF HAS BEEN NEGLECTED OR REFUSED, (C) THE ACTION OR SPECIAL
PROCEEDING  SHALL BE COMMENCED WITHIN ONE YEAR AND NINETY DAYS AFTER THE
HAPPENING OF THE EVENT UPON WHICH THE CLAIM IS BASED, AND (D) AN ACTION,
AGAINST THE CORPORATION  FOR  WRONGFUL  DEATH,  SHALL  BE  COMMENCED  IN
ACCORDANCE  WITH  THE  NOTICE OF CLAIM AND TIME LIMITATION PROVISIONS OF
TITLE ELEVEN OF ARTICLE NINE OF THIS CHAPTER.
  2. WHENEVER A NOTICE OF CLAIM IS SERVED UPON THE CORPORATION, IT SHALL
HAVE THE RIGHT TO DEMAND AN EXAMINATION OF THE CLAIMANT RELATIVE TO  THE
OCCURRENCE  AND  EXTENT  OF  THE  INJURIES OR DAMAGES FOR WHICH CLAIM IS
MADE, IN ACCORDANCE WITH THE PROVISIONS OF SECTION FIFTY-H OF THE GENER-
AL MUNICIPAL LAW.
  3. THE CORPORATION MAY REQUIRE ANY PERSON PRESENTING FOR SETTLEMENT AN
ACCOUNT OR CLAIM FOR ANY CAUSE WHATSOEVER AGAINST THE CORPORATION TO  BE
SWORN  BEFORE A DIRECTOR, COUNSEL OR AN ATTORNEY, OFFICER OR EMPLOYEE OF
THE CORPORATION DESIGNATED FOR SUCH PURPOSE, CONCERNING SUCH ACCOUNT  OR
CLAIM  AND,  WHEN SO SWORN, TO ANSWER ORALLY AS TO ANY FACTS RELATIVE TO
SUCH ACCOUNT OR CLAIM. THE CORPORATION SHALL HAVE  POWER  TO  SETTLE  OR
ADJUST ALL CLAIMS IN FAVOR OF OR AGAINST THE CORPORATION.
  4.  ANY ACTION OR PROCEEDING TO WHICH THE CORPORATION OR THE PEOPLE OF
THE STATE MAY BE PARTIES, IN WHICH ANY QUESTION ARISES AS TO THE VALIDI-
TY OF THIS TITLE, SHALL BE PREFERRED OVER  ALL  OTHER  CIVIL  CAUSES  OF
ACTION  OR  CASES,  EXCEPT  ELECTION  CAUSES  OF ACTION OR CASES, IN ALL
COURTS OF THE STATE AND SHALL BE HEARD AND DETERMINED IN  PREFERENCE  TO
ALL  OTHER  CIVIL BUSINESS PENDING THEREIN EXCEPT ELECTION CAUSES, IRRE-
SPECTIVE OF POSITION ON THE  CALENDAR.  THE  SAME  PREFERENCE  SHALL  BE
GRANTED UPON APPLICATION OF THE CORPORATION OR ITS COUNSEL IN ANY ACTION
OR PROCEEDING QUESTIONING THE VALIDITY OF THIS TITLE IN WHICH THE CORPO-
RATION  MAY  BE  ALLOWED  TO  INTERVENE. THE VENUE OF ANY SUCH ACTION OR
PROCEEDING SHALL BE LAID IN THE SUPREME COURT OF THE COUNTY.
  5. THE RATE OF INTEREST TO BE PAID BY THE CORPORATION UPON  ANY  JUDG-
MENT  FOR  WHICH IT IS LIABLE, OTHER THAN A JUDGMENT ON ITS BONDS, SHALL
BE THE RATE PRESCRIBED BY SECTION FIVE THOUSAND FOUR OF THE CIVIL  PRAC-
TICE LAW AND RULES. INTEREST ON PAYMENTS OF PRINCIPAL OR INTEREST ON ANY
BONDS  IN  DEFAULT SHALL ACCRUE AT THE RATE BORNE BY SUCH BONDS FROM THE
DUE DATE THEREOF UNTIL PAID OR OTHERWISE SATISFIED.
  6. ALL ACTIONS OR PROCEEDINGS  AGAINST  THE  CORPORATION  OF  WHATEVER
NATURE SHALL BE BROUGHT IN THE COUNTY.

S. 5435                            22                            A. 7875

  S  3647-Q.  AUDIT  AND  ANNUAL  REPORTS.  1.  IN  CONFORMITY  WITH THE
PROVISIONS OF SECTION FIVE OF  ARTICLE  TEN  OF  THE  CONSTITUTION,  THE
ACCOUNTS  OF  THE CORPORATION SHALL BE SUBJECT TO THE SUPERVISION OF THE
STATE COMPTROLLER AND AN ANNUAL AUDIT SHALL BE PERFORMED BY AN INDEPEND-
ENT  CERTIFIED  PUBLIC ACCOUNTANT. THE CORPORATION SHALL ANNUALLY SUBMIT
TO THE COUNTY LEGISLATURE, COUNTY  EXECUTIVE,  GOVERNOR  AND  THE  STATE
COMPTROLLER  AND  TO THE CHAIRPERSON OF THE SENATE FINANCE COMMITTEE AND
THE CHAIRPERSON OF THE ASSEMBLY WAYS  AND  MEANS  COMMITTEE  A  DETAILED
REPORT  PURSUANT  TO  THE  PROVISIONS OF SECTION TWENTY-EIGHT HUNDRED OF
THIS CHAPTER, AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK OF
THE COUNTY LEGISLATURE AND THE COUNTY EXECUTIVE.
  2. THE CORPORATION SHALL REPORT  ON  AN  ANNUAL  BASIS  THE  FOLLOWING
INFORMATION: THE NAME, PRINCIPAL BUSINESS ADDRESS AND PRINCIPAL BUSINESS
ACTIVITIES  OF EACH SUBSIDIARY OF THE CORPORATION; THE NAME OF ALL BOARD
MEMBERS AND OFFICERS OF EACH SUBSIDIARY; THE NUMBER OF EMPLOYEES OF EACH
SUBSIDIARY; A LIST OF ALL CONTRACTS IN EXCESS OF  ONE  HUNDRED  THOUSAND
DOLLARS ENTERED INTO BY THE CORPORATION AND ITS SUBSIDIARIES IDENTIFYING
THE  AMOUNT,  PURPOSE  AND  DURATION  OF  SUCH CONTRACT; AND A FINANCIAL
STATEMENT, INCOME STATEMENT, AND BALANCE SHEET PERFORMED BY AN INDEPEND-
ENT  CERTIFIED  PUBLIC  ACCOUNTANT  ALL  IN  ACCORDANCE  WITH  GENERALLY
ACCEPTED  ACCOUNTING  PRINCIPLES  OF  THE  CORPORATION  AND  EACH OF ITS
SUBSIDIARIES. AT THE TIME THE REPORTS REQUIRED  BY  SUBDIVISION  ONE  OF
THIS SECTION ARE SUBMITTED, SUCH REPORTS SHALL BE PROVIDED TO THE GOVER-
NOR,  THE SPEAKER OF THE ASSEMBLY, THE TEMPORARY PRESIDENT OF THE SENATE
AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK  OF  THE  COUNTY
LEGISLATURE AND THE COUNTY EXECUTIVE.
  S  3647-R.  DEFENSE  AND  INDEMNIFICATION.  THE  CORPORATION SHALL NOT
EXECUTE ANY OF ITS POWERS, INCLUDING THE SPECIAL  POWERS  AUTHORIZED  BY
SECTION  THIRTY-SIX  HUNDRED FORTY-SIX-F OF THIS TITLE, EXCEPT AS NECES-
SARY TO COMMENCE ITS CORPORATE EXISTENCE, UNTIL IT HAS ELECTED  TO  MAKE
THE PROVISIONS OF SECTION EIGHTEEN OF THE PUBLIC OFFICERS LAW APPLICABLE
TO  ITS  EMPLOYEES  (AS  SUCH TERM IS DEFINED IN SECTION EIGHTEEN OF THE
PUBLIC OFFICERS LAW)  PURSUANT  TO  SUBDIVISION  TWO  OF  SUCH  SECTION;
PROVIDED,  HOWEVER,  THAT NOTHING CONTAINED WITHIN THIS SECTION SHALL BE
DEEMED TO PERMIT THE CORPORATION TO EXTEND  THE  PROVISIONS  OF  SECTION
EIGHTEEN OF THE PUBLIC OFFICERS LAW UPON ANY INDEPENDENT CONTRACTOR.
  S  3647-S.  TRANSFER OF APPLICATIONS, PROCEEDINGS, LICENSES, APPROVALS
AND PERMITS. 1. ANY APPLICATION, REVIEW, PERMIT, LICENSE,  APPROVAL,  OR
PROCESS  IN  RELATION TO OR IN FURTHERANCE OF THE PURPOSES OF OR CONTEM-
PLATED BY THIS TITLE HERETOFORE FILED OR UNDERTAKEN, OR  ANY  PROCEEDING
HERETOFORE COMMENCED OR ANY DETERMINATION, FINDING OR AWARD MADE, BY THE
COUNTY  OR  BY THE COUNTY WITH THE FEDERAL GOVERNMENT, THE STATE DEPART-
MENT OF HEALTH OR ANY OTHER PUBLIC CORPORATION SHALL INURE  TO  AND  FOR
THE BENEFIT OF THE CORPORATION TO THE SAME EXTENT AND IN THE SAME MANNER
AS  IF  THE  CORPORATION  HAS  BEEN A PARTY TO SUCH APPLICATION, REVIEW,
PERMIT, LICENSE, APPROVAL, PROCESS, OR PROCEEDING  FROM  ITS  INCEPTION,
AND  THE  CORPORATION SHALL BE DEEMED A PARTY THERETO, TO THE EXTENT NOT
PROHIBITED BY FEDERAL LAW.   ANY  LICENSE,  APPROVAL,  PERMIT,  DETERMI-
NATION,  FINDING,  AWARD  OR  DECISION HERETOFORE OR HEREAFTER ISSUED OR
GRANTED PURSUANT TO OR AS A RESULT  OF  ANY  SUCH  APPLICATION,  REVIEW,
PROCESS  OR PROCEEDING SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE CORPORATION AND SHALL BE ASSIGNED AND TRANSFERRED BY THE  COUNTY  TO
THE  CORPORATION  UNLESS  SUCH  ASSIGNMENT AND TRANSFER IS PROHIBITED BY
FEDERAL LAW.
  2. ALL SUCH APPLICATIONS, PROCEEDINGS, LICENSES,  APPROVALS,  PERMITS,
DETERMINATIONS,  FINDINGS,  AWARDS  AND DECISIONS SHALL FURTHER INURE TO

S. 5435                            23                            A. 7875

AND FOR THE BENEFIT OF AND BE BINDING UPON ANY PERSON  LEASING,  ACQUIR-
ING, FINANCING, CONSTRUCTING, MAINTAINING, OPERATING, USING OR OCCUPYING
ANY  FACILITY  TRANSFERRED  BY THE COUNTY TO THE CORPORATION PURSUANT TO
THIS TITLE.
  S  3647-T.  SEPARABILITY. IF ANY CLAUSE, SENTENCE, PARAGRAPH, SECTION,
OR PART OF THIS TITLE SHALL BE ADJUDGED BY ANY COURT OF COMPETENT JURIS-
DICTION TO BE INVALID, SUCH JUDGMENT SHALL NOT AFFECT, IMPAIR OR INVALI-
DATE THE REMAINDER THEREOF, BUT SHALL BE CONFINED IN  ITS  OPERATION  TO
THE  CLAUSE,  SENTENCE,  PARAGRAPH, SECTION, OR PART THEREOF INVOLVED IN
THE CONTROVERSY IN WHICH SUCH JUDGMENT SHALL HAVE BEEN RENDERED.
  S 3647-U. APPLICABILITY OF LAWS. THE PROVISIONS OF THIS TITLE SHALL BE
SUBJECT TO THE PROVISIONS OF THE  CIVIL  PRACTICE  LAW  AND  RULES,  THE
PUBLIC  HEALTH LAW, THE MENTAL HYGIENE LAW, THE SOCIAL SERVICES LAW, THE
EDUCATION LAW AND ANY OTHER APPLICABLE LAW OR REGULATION, INCLUDING  ANY
AMENDMENT  THERETO;  PROVIDED,  HOWEVER  NOTHING  IN  THIS SECTION SHALL
REQUIRE THE COUNTY OR CORPORATION TO SEEK APPROVAL OR  CONSENT  FOR  ANY
TRANSFER PURSUANT TO SECTIONS THIRTY-SIX HUNDRED FORTY-SEVEN-G AND THIR-
TY-SIX  HUNDRED FORTY-SEVEN-S OF THIS TITLE; AND PROVIDED, FURTHER, THAT
THE CORPORATION SHALL NOT BE SUBJECT TO THE PROVISIONS OF TITLE  TEN  OF
ARTICLE NINE OF THIS CHAPTER.
  S 2. This act shall take effect immediately.

S5435A - Bill Details

See Assembly Version of this Bill:
A7875C
Current Committee:
Law Section:
Public Authorities Law
Laws Affected:
Add Art 10-C Title 7 §§3647 - 3647-u, Pub Auth L

S5435A - Bill Texts

view summary

Creates the Rockland Health Care Corporation and provides for the rights, powers, duties, and jurisdiction of such corporation.

view sponsor memo
BILL NUMBER:S5435A

TITLE OF BILL:
An act
to amend the public authorities law, in relation to
creating the Rockland health care
corporation and providing for rights, powers, duties and jurisdiction

PURPOSE OR GENERAL IDEA:
To authorize Rockland County to transfer
control and management of the Rockland County Nursing Home to a new
Rockland Health Care Corporation, a public benefit corporation
established for that purpose.

SUMMARY OF SPECIFIC PROVISIONS:
Amends Article 10-C of the Public
Authorities Law by adding a new title 7 to be known as the "Rockland
Health Care Corporation."

COMPOSITION OF THE CORPORATION:
The Corporation shall consist of the
facilities and operations in whole or in part of any facility,
operation or program of the County of Rockland, whether or not
specifically mandated by state law, which provide health care services.

TRANSFER OF PERSONNEL:
On the effective date of the transfer of the
facilities and operations of the County to the Corporation, officers
and employees employed in a department or agencies of the County
shall become officers and employees of the corporation with
equivalent offices, positions and employment an shall be deemed
public officers or public employees for all purposes.

There shall be no layoffs of any officers or employees of the
corporation which are a direct consequence of this legislation for
twenty-four months after the effective transfer date.

COLLECTIVE BARGAINING:
The Corporation shall recognize the existing
certified employee organizations for those employees transferred to
the corporation. The corporation shall be bound by all existing
collective bargaining agreements with such employee organizations.

BOARD OF DIRECTORS:
The Corporation shall have fifteen voting
directors. Eight directors shall be appointed by the Governor (3 from
recommendations submitted by the County Executive, 3 from
recommendations submitted by Chairperson of the County Legislature, 1
from recommendation of the Speaker of the Assembly and 1 from the
Temporary President of the Senate, three directors shall be appointed
by the County Executive for initial terms of two years and four shall
be appointed by the County Legislature for initial terms of three
years. There shall be three non-voting members of the board including
the chief executive officer of the corporation, one appointed by the
County Executive and one appointed by the County Legislature.


DEFENSE AND INDEMNIFICATION:
The Corporation shall not execute any of
its powers until it has elected indemnification coverage of its
employees pursuant to section 18 of the Public Officers Law.

JUSTIFICATION:
The Rockland County Executive and the County
Legislature have completed a financial and management assessment on
the Rockland
County Nursing Home and has determined that it would be beneficial to
County residents that it be transferred to a Public Benefit
Corporation. The County Legislature has requested a home rule
pursuant to Article 9 of the New York State Constitution. This
legislation would grant the authority to the County of Rockland to
create a public benefit corporation.

PRIOR LEGISLATIVE HISTORY:
New Bill.

FISCAL IMPLICATION FOR STATE AND LOCAL GOVERNMENTS:
None to the State.
Rockland County projects long term savings as a result of this
legislation.

EFFECTIVE DATE:
This act shall take effect immediately.

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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

    S. 5435--A                                            A. 7875--A

                       2011-2012 Regular Sessions

                      S E N A T E - A S S E M B L Y

                              May 20, 2011
                               ___________

IN  SENATE  --  Introduced  by  Sen.  CARLUCCI -- read twice and ordered
  printed, and when printed to be committed to the Committee  on  Corpo-
  rations,  Authorities  and  Commissions  -- committee discharged, bill
  amended, ordered reprinted as amended and recommitted to said  commit-
  tee

IN  ASSEMBLY  --  Introduced  by  M.  of  A. JAFFEE, ZEBROWSKI, CALHOUN,
  RABBITT -- read once and referred to the  Committee  on  Corporations,
  Authorities  and  Commissions  --  committee discharged, bill amended,
  ordered reprinted as amended and recommitted to said committee

AN ACT to amend the public authorities law, in relation to creating  the
  Rockland  health  care  corporation  and providing for rights, powers,
  duties and jurisdiction

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Article  10-C of the public authorities law is amended by
adding a new title 7 to read as follows:

                                 TITLE 7
                    ROCKLAND HEALTH CARE CORPORATION
SECTION 3647.   SHORT TITLE.
        3647-A. LEGISLATIVE FINDINGS AND PURPOSE.
        3647-B. DEFINITIONS.
        3647-C. ROCKLAND HEALTH CARE CORPORATION.
        3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE.
        3647-E. GENERAL POWERS OF THE CORPORATION.
        3647-F. SPECIAL POWERS OF THE CORPORATION.
        3647-G. TRANSFER OF  PROPERTY;  RELATIONSHIP  WITH  THE  COUNTY;
                  CERTAIN GIFTS, LOANS AND GUARANTEES BY THE COUNTY.
        3647-H. BONDS OR NOTES OF THE CORPORATION.
        3647-I. REMEDIES OF BONDHOLDERS.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11219-02-1

S. 5435--A                          2                         A. 7875--A

        3647-J. STATE AND COUNTY NOT LIABLE ON CORPORATION BONDS.
        3647-K. MONIES OF THE CORPORATION.
        3647-L. BONDS; LEGAL INVESTMENT FOR FIDUCIARIES.
        3647-M. AGREEMENT WITH STATE.
        3647-N. AGREEMENT WITH COUNTY.
        3647-O. EXEMPTION FROM TAXES AND CERTAIN FEES.
        3647-P. ACTIONS AGAINST CORPORATION.
        3647-Q. AUDIT AND ANNUAL REPORTS.
        3647-R. DEFENSE AND INDEMNIFICATION.
        3647-S. TRANSFER   OF   APPLICATIONS,   PROCEEDINGS,   LICENSES,
                  APPROVALS AND PERMITS.
        3647-T. SEPARABILITY.
        3647-U. APPLICABILITY OF LAWS.
  S 3647. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND CITED AS THE "ROCK-
LAND HEALTH CARE CORPORATION ACT".
  S 3647-A. LEGISLATIVE FINDINGS AND  PURPOSE.  THE  LEGISLATURE  HEREBY
FINDS AND DECLARES AS FOLLOWS:
  1.  THE  NEEDS  OF  THE  RESIDENTS OF THE STATE OF NEW YORK AND OF THE
COUNTY OF ROCKLAND CAN BEST BE SERVED BY A  PUBLIC  BENEFIT  CORPORATION
HAVING  THE  LEGAL,  FINANCIAL  AND  MANAGERIAL FLEXIBILITY TO TAKE FULL
ADVANTAGE OF OPPORTUNITIES AND  CHALLENGES  PRESENTED  BY  THE  EVOLVING
HEALTH  CARE  ENVIRONMENT  AND TO TAKE WHATEVER ACTIONS ARE NECESSARY TO
ENABLE THE CORPORATION'S CONTINUATION AS  A  SYSTEM  THAT  PROVIDES  THE
FINEST POSSIBLE QUALITY OF HEALTH CARE CONSISTENT WITH COSTS.
  2.  IN  ORDER  TO  ACCOMPLISH  THE PURPOSES RECITED IN THIS SECTION TO
PROVIDE HEALTH CARE SERVICES AND HEALTH FACILITIES FOR  THE  BENEFIT  OF
THE  RESIDENTS  OF  THE  STATE  OF  NEW YORK AND THE COUNTY OF ROCKLAND,
INCLUDING TO PERSONS IN NEED OF HEALTH CARE SERVICES WITHOUT THE ABILITY
TO PAY AS REQUIRED BY LAW, A PUBLIC BENEFIT CORPORATION TO BE  KNOWN  AS
THE  ROCKLAND  HEALTH  CARE CORPORATION SHALL BE CREATED TO PROVIDE SUCH
SERVICES AND FACILITIES  AND  TO  CARRY  OUT  SUCH  PURPOSES;  THAT  THE
CREATION AND OPERATION OF THE ROCKLAND HEALTH CARE CORPORATION, AS HERE-
INAFTER  PROVIDED,  IS  IN ALL RESPECTS FOR THE BENEFIT OF THE PEOPLE OF
THE STATE OF NEW YORK AND OF THE COUNTY OF ROCKLAND,  AND  IS  A  STATE,
COUNTY  AND PUBLIC PURPOSE; AND THAT THE EXERCISE BY SUCH CORPORATION OF
THE FUNCTIONS, POWERS AND DUTIES AS HEREINAFTER PROVIDED CONSTITUTES THE
PERFORMANCE OF AN ESSENTIAL PUBLIC AND GOVERNMENTAL FUNCTION.
  S 3647-B. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS  A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
  1.  "BOARD"  SHALL  MEAN  THE BOARD OF DIRECTORS OF THE CORPORATION AS
ESTABLISHED BY SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-C OF THIS TITLE.
  2. "BONDS" SHALL MEAN THE BONDS, NOTES OR OTHER EVIDENCES  OF  INDEBT-
EDNESS  ISSUED  BY  THE  CORPORATION  PURSUANT  TO  THIS  TITLE  AND THE
PROVISIONS OF THIS TITLE RELATING TO BONDS AND BONDHOLDERS  SHALL  APPLY
WITH  EQUAL  FORCE  AND  EFFECT  TO NOTES AND NOTEHOLDERS, RESPECTIVELY,
UNLESS THE CONTEXT OTHERWISE CLEARLY REQUIRES.
  3. "CORPORATION" SHALL MEAN THE PUBLIC BENEFIT CORPORATION CREATED  BY
SECTION  THIRTY-SIX  HUNDRED  FORTY-SEVEN-C  OF THIS TITLE, KNOWN AS THE
ROCKLAND HEALTH CARE CORPORATION.
  4. "COUNTY" SHALL MEAN THE COUNTY OF ROCKLAND.
  5. "DEPARTMENT" SHALL MEAN THE DEPARTMENT OF HOSPITALS OF THE COUNTY.
  6. "DIRECTOR" SHALL MEAN A VOTING DIRECTOR  APPOINTED  TO  THE  CORPO-
RATION  PURSUANT  TO  SECTION  THIRTY-SIX  HUNDRED FORTY-SEVEN-C OF THIS
TITLE.
  7. "HEALTH FACILITY" SHALL MEAN A BUILDING, STRUCTURE OR UNIT  OR  ANY
IMPROVEMENT  TO REAL PROPERTY, INCLUDING ALL NECESSARY AND USUAL ATTEND-

S. 5435--A                          3                         A. 7875--A

ANT AND RELATED EQUIPMENT, FACILITIES OR FIXTURES, OR ANY PART OR  PARTS
THEREOF,  OR ANY COMBINATION OR COMBINATIONS THEREOF, INCLUDING, BUT NOT
LIMITED TO, A GENERAL HOSPITAL, PSYCHIATRIC HOSPITAL, AMBULATORY  CLINIC
OR CENTER, CHRONIC DISEASE HOSPITAL, NURSING HOME, EXTENDED-CARE FACILI-
TY,  DISPENSARY  OR  LABORATORY  OR  ANY  OTHER RELATED FACILITY, OR ANY
COMBINATION  OF  THE  FOREGOING,  CONSTRUCTED,  ACQUIRED  OR   OTHERWISE
PROVIDED BY OR FOR THE USE OF THE CORPORATION OR THE COUNTY IN PROVIDING
HEALTH AND MEDICAL SERVICES TO THE PUBLIC.
  8.  "PROJECT"  SHALL  MEAN ANY HEALTH FACILITY, FACILITY, IMPROVEMENT,
BUILDING,  LAND,  RIGHTS  IN  LAND,  EQUIPMENT,  MACHINERY,   APPARATUS,
FURNISHINGS,  PROPERTY,  REAL  OR PERSONAL, CONTRACT RIGHT OR OPERATION,
THE PLANNING, DEVELOPMENT, FINANCING, ACQUISITION, CONSTRUCTION,  RECON-
STRUCTION,  REHABILITATION,  RENOVATION,  UNDERTAKING  OR MAINTENANCE OF
WHICH IS AUTHORIZED TO BE UNDERTAKEN IN WHOLE OR IN PART BY  THE  CORPO-
RATION  PURSUANT  TO THIS TITLE, INCLUDING BUT NOT LIMITED TO THE CORPO-
RATION'S ACQUISITION OF FACILITIES OR PROPERTY FROM THE COUNTY  PURSUANT
TO SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  S  3647-C.  ROCKLAND  HEALTH  CARE CORPORATION. 1. (A) THERE IS HEREBY
CREATED A STATE BOARD TO BE KNOWN AS THE  ROCKLAND  HEALTH  CARE  CORPO-
RATION WHICH SHALL BE A BODY CORPORATE AND POLITIC CONSTITUTING A PUBLIC
BENEFIT CORPORATION.
  (B)  THE  CORPORATION  SHALL  BE GOVERNED BY FIFTEEN VOTING DIRECTORS,
EIGHT OF WHOM SHALL BE APPOINTED BY THE GOVERNOR AS  PROVIDED  IN  PARA-
GRAPHS (C) AND (D) OF THIS SUBDIVISION, THREE OF WHOM SHALL BE APPOINTED
BY THE COUNTY EXECUTIVE FOR INITIAL TERMS OF TWO YEARS, AND FOUR OF WHOM
SHALL  BE APPOINTED BY THE COUNTY LEGISLATURE FOR INITIAL TERMS OF THREE
YEARS.
  (C) OF THE EIGHT DIRECTORS APPOINTED BY THE GOVERNOR, THREE  SHALL  BE
APPOINTED  UPON  THE RECOMMENDATION OF THE COUNTY EXECUTIVE, THREE SHALL
BE APPOINTED UPON THE RECOMMENDATION OF THE CHAIRPERSON  OF  THE  COUNTY
LEGISLATURE,  ONE  SHALL  BE  APPOINTED  UPON  THE RECOMMENDATION OF THE
SPEAKER OF THE ASSEMBLY AND ONE SHALL BE APPOINTED UPON THE  RECOMMENDA-
TION OF THE TEMPORARY PRESIDENT OF THE SENATE.
  (D)  OF  THE  DIRECTORS  FIRST APPOINTED BY THE GOVERNOR, THE DIRECTOR
APPOINTED UPON THE RECOMMENDATION OF  THE  TEMPORARY  PRESIDENT  OF  THE
SENATE, THE DIRECTOR APPOINTED UPON THE RECOMMENDATION OF THE SPEAKER OF
THE  ASSEMBLY, ONE OF THE DIRECTORS APPOINTED UPON THE RECOMMENDATION OF
THE COUNTY EXECUTIVE AND ONE OF THE DIRECTORS APPOINTED UPON THE  RECOM-
MENDATION  OF  THE MAJORITY LEADER OF THE COUNTY LEGISLATURE SHALL SERVE
FOR AN INITIAL TERM OF FOUR YEARS. THE REMAINING DIRECTORS APPOINTED  BY
THE  GOVERNOR  SHALL  SERVE  FOR AN INITIAL TERM OF TWO YEARS. FOLLOWING
THEIR INITIAL TERMS, DIRECTORS SHALL SERVE FOR A TERM OF FIVE YEARS.
  2. (A) THE COUNTY EXECUTIVE SHALL DESIGNATE ONE OF THE FIFTEEN  VOTING
DIRECTORS AS THE CHAIRPERSON OF THE BOARD. THE CHAIRPERSON SHALL PRESIDE
OVER  ALL  MEETINGS OF THE BOARD AND SHALL HAVE SUCH OTHER DUTIES AS THE
VOTING DIRECTORS MAY DIRECT.
  (B) THE VOTING DIRECTORS OF THE CORPORATION SHALL RECEIVE  NO  COMPEN-
SATION  FOR  THEIR  SERVICES,  BUT  MAY  BE  REIMBURSED FOR THEIR ACTUAL
REASONABLE EXPENSES.
  (C) SIXTY PERCENT OF THE VOTING DIRECTORS THEN IN OFFICE SHALL CONSTI-
TUTE A QUORUM. NO ACTION SHALL BE TAKEN BY THE BOARD OF DIRECTORS EXCEPT
PURSUANT TO THE FAVORABLE VOTE OF A MAJORITY OF THE BOARD AT  A  MEETING
AT WHICH A QUORUM IS PRESENT.
  3.  THERE  SHALL BE THREE NON-VOTING DIRECTORS WHICH SHALL INCLUDE THE
CHIEF EXECUTIVE OFFICER OF THE CORPORATION AS SELECTED BY THE  BOARD  OF
DIRECTORS  PURSUANT  TO  SUBDIVISION  FOUR OF THIS SECTION, ONE DIRECTOR

S. 5435--A                          4                         A. 7875--A

SELECTED BY THE COUNTY EXECUTIVE, AND ONE DIRECTOR SELECTED BY THE COUN-
TY LEGISLATURE.
  4.  THE  BOARD  OF  DIRECTORS SHALL SELECT THE CHIEF EXECUTIVE OFFICER
SUBJECT TO THE APPROVAL OF THE COUNTY EXECUTIVE AND SHALL DETERMINE  THE
SALARY  AND  BENEFITS OF THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION.
THE CHIEF EXECUTIVE OFFICER SHALL SERVE AT THE PLEASURE OF THE BOARD  OF
DIRECTORS PROVIDED, HOWEVER, THAT REMOVAL WITHOUT CAUSE SHALL NOT PREJU-
DICE THE CONTRACT RIGHTS, IF ANY, OF THE CHIEF EXECUTIVE OFFICER.
  5.  NOTWITHSTANDING ANY INCONSISTENT PROVISION OF ANY GENERAL, SPECIAL
OR LOCAL LAW, ORDINANCE, RESOLUTION OR CHARTER, NO  OFFICER,  MEMBER  OR
EMPLOYEE  OF THE STATE OR OF ANY PUBLIC CORPORATION SHALL FORFEIT HIS OR
HER OFFICE OR EMPLOYMENT BY REASON OF HIS OR HER ACCEPTANCE OF  APPOINT-
MENT  AS A VOTING DIRECTOR, NON-VOTING DIRECTOR, OFFICER, OR EMPLOYEE OF
THE CORPORATION, NOR SHALL SERVICE AS SUCH A VOTING DIRECTOR, NON-VOTING
DIRECTOR, OFFICER OR EMPLOYEE BE DEEMED INCOMPATIBLE OR IN CONFLICT WITH
SUCH OFFICE, OR EMPLOYMENT, PROVIDED, HOWEVER, THAT  NO  PUBLIC  OFFICER
ELECTED  TO  HIS  OR HER OFFICE PURSUANT TO THE LAWS OF THE STATE OR ANY
MUNICIPALITY THEREOF MAY SERVE AS A MEMBER OF THE GOVERNING BODY OF  THE
CORPORATION DURING HIS OR HER TERM OF OFFICE.
  6.  THE  CORPORATION  AND ITS CORPORATE EXISTENCE SHALL CONTINUE UNTIL
TERMINATED BY LAW, PROVIDED, HOWEVER, THAT  NO  SUCH  TERMINATION  SHALL
TAKE  EFFECT  SO LONG AS THE CORPORATION SHALL HAVE BONDS OR OTHER OBLI-
GATIONS OUTSTANDING, UNLESS ADEQUATE PROVISION HAS  BEEN  MADE  FOR  THE
PAYMENT  OR  SATISFACTION  THEREOF. UPON TERMINATION OF THE EXISTENCE OF
THE CORPORATION, ALL OF THE RIGHTS AND  PROPERTIES  OF  THE  CORPORATION
THEN  REMAINING  SHALL  PASS TO AND VEST IN THE COUNTY IN SUCH MANNER AS
PRESCRIBED BY LAW.
  7. CONTRACTS FOR PUBLIC WORKS OR PURCHASES TO WHICH THE CORPORATION IS
A PARTY SHALL BE SUBJECT TO THE PROVISIONS  OF  ARTICLE  FIVE-A  OF  THE
GENERAL  MUNICIPAL LAW EXCEPT AS PROVIDED IN SUBDIVISIONS EIGHT AND NINE
OF THIS SECTION. IN ADDITION TO THE PROCEDURES PRESCRIBED UNDER  SECTION
ONE HUNDRED FOUR OF THE GENERAL MUNICIPAL LAW FOR THE UTILIZATION OF THE
TERMS  OF  STATE  CONTRACTS,  THE CORPORATION MAY UTILIZE THE TERMS OF A
FEDERAL GOVERNMENT GENERAL SERVICES CONTRACT WHERE THE TERMS ARE TO  THE
ADVANTAGE OF THE CORPORATION AND HAVE BEEN OFFERED TO THE CORPORATION BY
THE CONTRACTOR. WHEN BIDS HAVE ALREADY BEEN RECEIVED BY THE CORPORATION,
NO  PURCHASE  UNDER A FEDERAL GOVERNMENT GENERAL SERVICES CONTRACT SHALL
BE MADE UNLESS THE PURCHASE MAY BE MADE UPON THE SAME TERMS,  CONDITIONS
AND SPECIFICATIONS AT A LOWER PRICE THROUGH SUCH CONTRACTOR.
  8. IT IS THE INTENT OF THE LEGISLATURE THAT OVERALL COST SHOULD IN ALL
CASES  BE  A  MAJOR CRITERION IN THE SELECTION OF PROJECT DEVELOPERS FOR
AWARD OF CONTRACTS PURSUANT TO THIS SECTION AND THAT,  WHEREVER  PRACTI-
CAL, SUCH CONTRACTS SHOULD BE ENTERED INTO PURSUANT TO THE PROVISIONS OF
SECTIONS  ONE HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL MUNICIPAL
LAW. IT IS FURTHER THE INTENT OF  THE  LEGISLATURE  TO  ACKNOWLEDGE  THE
HIGHLY  COMPLEX  AND INNOVATIVE NATURE OF MEDICAL TECHNOLOGY, DIAGNOSTIC
AND TREATMENT DEVICES, THE RELATIVE NEWNESS OF  A  VARIETY  OF  DEVICES,
PROCESSES  AND  PROCEDURES  NOW  AVAILABLE, THE DESIRABILITY OF A SINGLE
POINT OF RESPONSIBILITY FOR THE DEVELOPMENT  OF  MEDICAL  TREATMENT  AND
DIAGNOSTIC   FACILITIES  AND  THE  ECONOMIC  AND  TECHNICAL  UTILITY  OF
CONTRACTS FOR MEDICAL PROJECTS WHICH  INCLUDE  IN  THEIR  SCOPE  VARIOUS
COMBINATIONS OF DESIGN, CONSTRUCTION, OPERATION, MANAGEMENT AND/OR MAIN-
TENANCE  RESPONSIBILITY  OVER PROLONGED PERIODS OF TIME AND THAT IN SOME
INSTANCES IT MAY BE BENEFICIAL TO THE CORPORATION TO  AWARD  A  CONTRACT
FOR  A  MEDICAL  PROJECT ON THE BASIS OF FACTORS OTHER THAN CAPITAL COST
ALONE, INCLUDING BUT NOT LIMITED TO FACILITY DESIGN, SYSTEM RELIABILITY,

S. 5435--A                          5                         A. 7875--A

EFFICIENCY, SAFETY, ESTIMATED COMPLETION TIME, LONG-TERM OPERATING COSTS
AND COMPATIBILITY WITH OTHER ELEMENTS OF PATIENT CARE.  ACCORDINGLY, AND
NOTWITHSTANDING THE PROVISIONS OF ANY GENERAL, SPECIAL OR LOCAL  LAW  OR
CHAPTER,  A  CONTRACT  FOR  A  MEDICAL  PROJECT ENTERED INTO BETWEEN THE
CORPORATION AND ANY PROJECT DEVELOPER PURSUANT TO THIS  SECTION  MAY  BE
AWARDED  PURSUANT  TO  PUBLIC  BIDDING  IN  COMPLIANCE WITH SECTIONS ONE
HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL MUNICIPAL LAW OR PURSU-
ANT TO THE FOLLOWING PROVISIONS FOR THE AWARD OF  A  CONTRACT  BASED  ON
EVALUATION OF PROPOSALS SUBMITTED IN RESPONSE TO A REQUEST FOR PROPOSALS
PREPARED BY OR FOR THE CORPORATION:
  (A)  THE  CORPORATION SHALL REQUIRE THAT EACH PROPOSAL TO BE SUBMITTED
BY A PROJECT DEVELOPER SHALL INCLUDE:
  (1) INFORMATION RELATING  TO  THE  EXPERIENCE  AND  EXPERTISE  OF  THE
PROJECT  DEVELOPER ON THE BASIS OF WHICH SAID PROJECT DEVELOPER PURPORTS
TO BE QUALIFIED TO CARRY OUT ALL WORK REQUIRED BY A  PROPOSED  CONTRACT;
THE  ABILITY  OF THE PROJECT DEVELOPER TO SECURE ADEQUATE FINANCING; AND
PROPOSALS FOR PROJECT STAFFING, IMPLEMENTATION OF WORK  TASKS,  AND  THE
CARRYING OUT OF ALL RESPONSIBILITIES BY A PROPOSED CONTRACT;
  (2) A PROPOSAL CLEARLY IDENTIFYING AND SPECIFYING ALL ELEMENTS OF COST
WHICH  WOULD  BECOME  CHARGES  TO  THE CORPORATION, IN WHATEVER FORM, IN
RETURN FOR THE FULFILLMENT BY THE PROJECT DEVELOPER FOR THE  FULL  LIFE-
TIME  OF A PROPOSED CONTRACT, INCLUDING, AS APPROPRIATE, BUT NOT LIMITED
TO THE COST OF PLANNING,  DESIGN,  CONSTRUCTION,  OPERATION,  MANAGEMENT
AND/OR MAINTENANCE OF ANY FACILITY, AND CLEARLY IDENTIFYING AND SPECIFY-
ING  ALL  ELEMENTS OF REVENUE WHICH WOULD ACCRUE TO THE CORPORATION FROM
THE OPERATION OF THE FACILITY; OR  DEVICE  OR  FROM  ANY  OTHER  SOURCE;
PROVIDED,  THAT  THE  CORPORATION  MAY PRESCRIBE THE FORM AND CONTENT OF
SUCH PROPOSAL AND THAT, IN ANY EVENT, THE PROJECT DEVELOPER MUST  SUBMIT
SUFFICIENTLY  DETAILED INFORMATION TO PERMIT A FAIR AND EQUITABLE EVALU-
ATION BY THE CORPORATION OF SUCH PROPOSAL; AND PROVIDED,  FURTHER,  THAT
THE CORPORATION MAY SET MAXIMUM ALLOWABLE COST LIMITS IN ANY FORM IN THE
REQUEST FOR PROPOSALS; AND
  (3)  SUCH OTHER INFORMATION AS THE CORPORATION MAY DETERMINE TO HAVE A
MATERIAL BEARING ON ITS ABILITY TO EVALUATE ANY PROPOSAL  IN  ACCORDANCE
WITH THIS PARAGRAPH.
  (B)  PRIOR TO THE ISSUANCE OF A REQUEST FOR PROPOSALS PURSUANT TO THIS
PARAGRAPH, THE CORPORATION SHALL PUBLISH NOTICE OF SUCH ISSUANCE  IN  AT
LEAST ONE NEWSPAPER OF GENERAL CIRCULATION. CONCURRENT WITH THE PUBLICA-
TION  OF  SUCH  NOTICE A DRAFT REQUEST FOR PROPOSALS SHALL BE FILED WITH
THE COUNTY COMMISSIONER OF HEALTH.
  (C) PROPOSALS RECEIVED IN RESPONSE TO SUCH REQUEST FOR PROPOSALS SHALL
BE EVALUATED BY THE CORPORATION AS TO NET CAPITAL  COST  OR,  IF  A  NET
REVENUE  IS  PROJECTED,  NET  REVENUE,  AND  IN A MANNER CONSISTENT WITH
PROVISIONS SET FORTH IN THE REQUEST FOR PROPOSALS, AND MAY BE  EVALUATED
ON  THE  BASIS  OF  ADDITIONAL FACTORS, INCLUDING BUT NOT LIMITED TO THE
TECHNICAL EVALUATION OF THE MEDICAL PROJECT INCLUDING MEDICAL  FACILITY,
FACILITY  DESIGN,  SYSTEM  RELIABILITY, ENERGY BALANCE, ANNUAL OPERATING
COST, ESTIMATED COMPLETION TIME AND EFFICIENCY.  THE EVALUATION OF  SUCH
PROPOSALS  AND  THE  DETERMINATION  OF  WHETHER  A  PROJECT DEVELOPER IS
"RESPONSIBLE" MAY INCLUDE, BUT SHALL NOT BE LIMITED  TO,  CONSIDERATION,
IN  A  MANNER  CONSISTENT  WITH  PROVISIONS SET FORTH IN THE REQUEST FOR
PROPOSALS, THE RECORD OF THE PROJECT DEVELOPER IN COMPLYING WITH  EXIST-
ING LABOR STANDARDS AND RECOGNIZING STATE AND FEDERALLY APPROVED APPREN-
TICE  TRAINING PROGRAMS, AND THE WILLINGNESS OF THE PROJECT DEVELOPER TO
PROVIDE FOR MEANINGFUL PARTICIPATION OF WOMEN AND MINORITY GROUP PERSONS
AND BUSINESS ENTERPRISES IN THE CONDUCT OF THE WORK;

S. 5435--A                          6                         A. 7875--A

  (D) THE CORPORATION MAY MAKE  A  CONTRACT  AWARD  TO  ANY  RESPONSIBLE
PROJECT DEVELOPER SELECTED PURSUANT TO PARAGRAPH (A) OF THIS SUBDIVISION
BASED  ON  A DETERMINATION BY THE CORPORATION THAT THE SELECTED PROPOSAL
IS MOST RESPONSIVE TO THE REQUEST FOR PROPOSALS AND MAY  NEGOTIATE  WITH
ANY  PROJECT  DEVELOPER, PROVIDED, HOWEVER, THAT IF ANY AWARD IS MADE TO
ANY PROJECT DEVELOPER WHOSE TOTAL PROPOSAL DOES NOT PROVIDE  EITHER  THE
LOWEST  NET  COST,  OR  IF  A NET REVENUE IS PROJECTED, THE GREATEST NET
REVENUE, OF ANY PROPOSAL RECEIVED, THE CORPORATION SHALL ADOPT A  RESOL-
UTION  WHICH INCLUDES PARTICULARIZED FINDINGS RELEVANT TO FACTORS PURSU-
ANT TO SUCH PARAGRAPH INDICATING THAT THE CORPORATION'S REQUIREMENTS ARE
MET BY SUCH AWARD AND THAT SUCH ACTION IS IN THE PUBLIC INTEREST.
  (E) WHENEVER THE CORPORATION ENTERS INTO A CONTRACT PURSUANT  TO  THIS
SECTION   FOR   A  MEDICAL  PROJECT  WHICH  INVOLVES  CONSTRUCTION,  THE
PROVISIONS OF SECTION TWO HUNDRED TWENTY  OF  THE  LABOR  LAW  SHALL  BE
APPLICABLE TO SUCH CONSTRUCTION WORK.
  9.  EVERY  CONTRACT ENTERED INTO BETWEEN THE CORPORATION AND A PROJECT
DEVELOPER, PURSUANT TO THE PROVISIONS OF PARAGRAPH  (D)  OF  SUBDIVISION
EIGHT OF THIS SECTION, FOR A MEDICAL PROJECT INVOLVING CONSTRUCTION OF A
MEDICAL BUILDING BY THE PROJECT DEVELOPER, SHALL CONTAIN PROVISIONS THAT
SUCH  BUILDING  SHALL  BE  CONSTRUCTED  THROUGH  CONSTRUCTION  CONTRACTS
AWARDED THROUGH COMPETITIVE BIDDING IN ACCORDANCE  WITH  PARAGRAPHS  (A)
THROUGH  (G)  OF  THIS  SUBDIVISION;  THAT  THE PROJECT DEVELOPER OR THE
PROJECT DEVELOPER'S CONSTRUCTION  SUBCONTRACTOR  SHALL  FURNISH  A  BOND
GUARANTEEING  PROMPT  PAYMENT  OF  MONEYS  THAT  ARE  DUE TO ALL PERSONS
FURNISHING LABOR AND MATERIALS PURSUANT  TO  THE  REQUIREMENTS  OF  SUCH
CONSTRUCTION  CONTRACTS,  AND  THAT A COPY OF SUCH PAYMENT BOND SHALL BE
KEPT BY  THE  CORPORATION  AND  SHALL  BE  OPEN  TO  PUBLIC  INSPECTION;
PROVIDED,  HOWEVER,  THAT THE REQUIREMENTS OF THIS SUBDIVISION SHALL NOT
APPLY WHEN THE COST OF A CONSTRUCTION PROJECT IS LESS THAN  TWO  HUNDRED
THOUSAND DOLLARS.
  (A)   THE   PROJECT  DEVELOPER  SHALL  ADVERTISE  FOR  BIDS  FOR  SUCH
CONSTRUCTION CONTRACTS IN A DAILY NEWSPAPER HAVING  GENERAL  CIRCULATION
IN  THE COUNTY. SUCH ADVERTISEMENT SHALL CONTAIN A STATEMENT OF THE TIME
AND PLACE WHERE ALL BIDS  RECEIVED  PURSUANT  TO  SUCH  NOTICE  WILL  BE
PUBLICLY OPENED AND READ. AN EMPLOYEE OF THE CORPORATION SHALL BE DESIG-
NATED  TO  OPEN  THE BIDS AT THE TIME AND PLACE SPECIFIED IN THE NOTICE.
ALL BIDS RECEIVED SHALL BE PUBLICLY OPENED AND  READ  AT  THE  TIME  AND
PLACE SO SPECIFIED. AT LEAST FIVE DAYS SHALL ELAPSE BETWEEN THE PUBLICA-
TION OF SUCH ADVERTISEMENT AND DATE ON WHICH THE BIDS ARE OPENED.
  (B)  WHEN  THE ENTIRE COST OF CONSTRUCTING SUCH BUILDING, EXCLUSIVE OF
ANY MEDICAL EQUIPMENT, APPARATUS OR DEVICES, SHALL  EXCEED  ONE  MILLION
DOLLARS, THE PROJECT DEVELOPER SHALL PREPARE SEPARATE SPECIFICATIONS FOR
THE  FOLLOWING  SUBDIVISIONS  OF SUCH WORK, SO AS TO PERMIT SEPARATE AND
INDEPENDENT BIDDING UPON EACH SUBDIVISION:
  (1) PLUMBING AND GAS FITTINGS;
  (2) STEAM HEATING, HOT WATER HEATING, VENTILATING AND AIR CONDITIONING
APPARATUS; AND
  (3) ELECTRIC WIRING AND STANDARD ILLUMINATING FIXTURES.
  (C) AFTER PUBLIC COMPETITIVE  BIDDING,  THE  PROJECT  DEVELOPER  SHALL
AWARD  ONE OR MORE SEPARATE CONTRACTS FOR EACH OF THE ABOVE SUBDIVISIONS
OF SUCH WORK, WHENEVER SEPARATE SPECIFICATIONS ARE REQUIRED PURSUANT  TO
PARAGRAPH  (B)  OF  THIS  SUBDIVISION, AND ONE OR MORE CONTRACTS FOR THE
REMAINDER OF SUCH WORK. THE PROJECT DEVELOPER MAY AWARD  SUCH  CONTRACTS
AT  DIFFERENT  TIMES. CONTRACTS AWARDED PURSUANT TO THIS PARAGRAPH SHALL
BE AWARDED BY THE  PROJECT  DEVELOPER  TO  THE  LOWEST  RESPONSIBLE  AND
RESPONSIVE  BIDDER  AND  SHALL BE CONTRACTS OF THE PROJECT DEVELOPER AND

S. 5435--A                          7                         A. 7875--A

NOT OF THE CORPORATION WHICH SHALL HAVE NO  OBLIGATION  OR  LIABILITIES,
WHATSOEVER,  THEREUNDER.  THE PROJECT DEVELOPER SHALL HAVE THE RESPONSI-
BILITY FOR  THE  SUPERVISION,  COORDINATION,  AND  TERMINATION  OF  SUCH
CONTRACTS,  UNLESS  OTHERWISE SPECIFIED IN CONTRACTUAL TERMS BETWEEN THE
PROJECT DEVELOPER AND THE CORPORATION.
  (D) IN DETERMINING WHETHER A PROSPECTIVE CONTRACTOR IS RESPONSIBLE AND
RESPONSIVE, THE PROJECT DEVELOPER MAY REQUIRE THAT PROSPECTIVE  CONTRAC-
TORS:
  (1)  HAVE  ADEQUATE  FINANCIAL RESOURCES OR THE ABILITY TO OBTAIN SUCH
RESOURCES;
  (2) BE ABLE TO COMPLY  WITH  THE  REQUIRED  OR  PROPOSED  DELIVERY  OR
PERFORMANCE SCHEDULE;
  (3) HAVE A SATISFACTORY RECORD OF PERFORMANCE;
  (4) HAVE THE NECESSARY ORGANIZATION, EXPERIENCE, OPERATIONAL CONTROLS,
AND TECHNICAL SKILLS, OR THE ABILITY TO OBTAIN THEM;
  (5)  HAVE  THE NECESSARY PRODUCTION, CONSTRUCTION AND TECHNICAL EQUIP-
MENT AND FACILITIES, OR THE ABILITY TO OBTAIN THEM; AND
  (6) BE ELIGIBLE TO RECEIVE AN AWARD UNDER  APPLICABLE  LAW  AND  REGU-
LATIONS AND BE OTHERWISE QUALIFIED.
  (E)  THE  PROJECT DEVELOPER MAY REJECT ANY BID FROM A BIDDER WHICH THE
PROJECT DEVELOPER DETERMINES TO BE NON-RESPONSIBLE OR NON-RESPONSIVE  TO
THE ADVERTISEMENT FOR BIDS.
  (F) THE PROJECT DEVELOPER MAY, IN ITS DISCRETION, REJECT ALL BIDS, AND
MAY  REVISE BID SPECIFICATIONS AND MAY RE-ADVERTISE FOR BIDS AS PROVIDED
HEREIN.
  (G) ONLY AS USED IN THIS SECTION:
  (1) "PROJECT DEVELOPER" MEANS ANY  PRIVATE  CORPORATION,  PARTNERSHIP,
LIMITED  LIABILITY  COMPANY, OR INDIVIDUAL, OR COMBINATION THEREOF WHICH
HAS SUBMITTED A PROPOSAL IN RESPONSE TO A REQUEST FOR PROPOSALS;
  (2) "CONSTRUCTION" SHALL  INCLUDE  RECONSTRUCTION,  REHABILITATION  OR
IMPROVEMENT  EXCLUSIVE  OF  THE INSTALLATION AND ASSEMBLY OF ANY MEDICAL
EQUIPMENT, APPARATUS OR DEVICE;
  (3) "MEDICAL BUILDING" MEANS  THAT  COMPONENT  OF  A  MEDICAL  PROJECT
CONSTITUTING  APPURTENANT STRUCTURES OR FACILITIES NECESSARY TO HOUSE OR
RENDER THE REMAINING COMPONENTS  OF  THE  MEDICAL  PROJECT  OPERATIONAL.
MEDICAL  BUILDING  SHALL  NOT  INCLUDE  APPARATUS,  EQUIPMENT,  DEVICES,
SYSTEMS, SUPPLIES OR ANY COMBINATION THEREOF; AND
  (4) "MEDICAL PROJECT" MEANS ANY SUBSTANTIAL DURABLE APPARATUS,  EQUIP-
MENT,  DEVICE  OR SYSTEM, OR ANY COMBINATION OF THE FOREGOING, INCLUDING
SERVICES NECESSARY TO INSTALL, ERECT, OR ASSEMBLE THE FOREGOING AND  ANY
APPURTENANT  STRUCTURES  OR  FACILITIES NECESSARY TO HOUSE OR RENDER THE
FOREGOING OPERATIONAL, TO BE USED FOR THE PURPOSE OF CARE, TREATMENT  OR
DIAGNOSIS  OF  DISEASE  OR INJURY OR THE RELIEF OF PAIN AND SUFFERING OF
SICK OR INJURED PERSONS.  MEDICAL PROJECTS SHALL  NOT  INCLUDE  ORDINARY
SUPPLIES  AND  EQUIPMENT  EXPENDED OR UTILIZED IN THE CUSTOMARY CARE AND
TREATMENT OF PATIENTS.
  10. (A) FOR PURPOSES OF APPLYING SECTION EIGHTY-SEVEN  OF  THE  PUBLIC
OFFICERS LAW, TO THE CORPORATION, THE TERM "TRADE SECRETS" SHALL INCLUDE
MARKETING  STRATEGY  OR STRATEGIC MARKETING PLANS, ANALYSES, EVALUATIONS
AND PRICING STRATEGIES OR PRICING COMMITMENTS OF THE CORPORATION, RELAT-
ING TO THE BUSINESS DEVELOPMENT, WHICH, IF DISCLOSED, WOULD BE LIKELY TO
INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  (B) IN ADDITION TO THE MATTERS LISTED IN SECTION ONE HUNDRED  FIVE  OF
THE  PUBLIC  OFFICERS  LAW,  THE  CORPORATION  MAY  CONDUCT AN EXECUTIVE
SESSION FOR THE PURPOSE OF CONSIDERING MARKETING STRATEGY  OR  STRATEGIC
MARKETING  PLANS,  ANALYSES,  EVALUATIONS  AND PRICING STRATEGIES OF THE

S. 5435--A                          8                         A. 7875--A

CORPORATION, RELATING TO  BUSINESS  DEVELOPMENT,  WHICH,  IF  DISCLOSED,
WOULD BE LIKELY TO INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  S 3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE. 1. (A) ON
THE  EFFECTIVE  DATE OF THE TRANSFER OF THE FACILITIES AND OPERATIONS OF
THE COUNTY TO THE CORPORATION PURSUANT TO AN AGREEMENT BETWEEN THE COUN-
TY AND THE CORPORATION AS AUTHORIZED IN THIS TITLE, OFFICERS AND EMPLOY-
EES EMPLOYED IN A DEPARTMENT OR AGENCY OF THE COUNTY SHALL BECOME  OFFI-
CERS AND EMPLOYEES OF THE CORPORATION WITH EQUIVALENT OFFICES, POSITIONS
AND  EMPLOYMENT  THEREWITH AND SHALL BE DEEMED PUBLIC OFFICERS OR PUBLIC
EMPLOYEES FOR ALL PURPOSES.
  (B) IN ACCORDANCE WITH THE PROVISIONS OF SECTION SEVENTY OF THE  CIVIL
SERVICE  LAW,  FOR  A  PERIOD  NOT  TO EXTEND BEYOND SIX MONTHS FROM THE
EFFECTIVE DATE OF THE TRANSFER OF ANY FACILITIES AND OPERATIONS  OF  THE
COUNTY  PURSUANT  TO AN AGREEMENT BETWEEN THE COUNTY AND THE CORPORATION
AS AUTHORIZED IN THIS TITLE, ANY OTHER OFFICER OR EMPLOYEE OF THE COUNTY
MAY, AT THE REQUEST OF THE CORPORATION AND WITH THE CONSENT OF THE COUN-
TY EXECUTIVE AND THE OFFICER OR EMPLOYEE, BE TRANSFERRED TO  THE  CORPO-
RATION  AND SHALL BE ELIGIBLE FOR SUCH TRANSFER AND APPOINTMENT, WITHOUT
FURTHER EXAMINATION, TO APPLICABLE  OFFICES,  POSITIONS  AND  EMPLOYMENT
UNDER THE CORPORATION.
  (C)  ANY  PERSON  WHO,  AT  THE  TIME  HE OR SHE BECOMES AN OFFICER OR
EMPLOYEE OF THE CORPORATION PURSUANT TO PARAGRAPH (A)  OR  (B)  OF  THIS
SUBDIVISION,  HAS A TEMPORARY OR PROVISIONAL APPOINTMENT SHALL BE TRANS-
FERRED SUBJECT TO THE SAME RIGHT OF REMOVAL, EXAMINATION OR  TERMINATION
AS  THOUGH  SUCH  TRANSFER  HAD  NOT BEEN MADE EXCEPT TO THE EXTENT SUCH
RIGHTS ARE MODIFIED BY A COLLECTIVE BARGAINING AGREEMENT.
  (D) THERE SHALL BE NO LAYOFFS OF ANY  OFFICERS  OR  EMPLOYEES  OF  THE
CORPORATION  WHICH  ARE  A  DIRECT  CONSEQUENCE OF THE ENACTMENT OF THIS
TITLE. THERE SHALL BE A PRESUMPTION THAT ANY LAYOFFS OCCURRING MORE THAN
TWENTY-FOUR MONTHS AFTER THE EFFECTIVE TRANSFER DATE DESCRIBED  IN  THIS
SUBDIVISION SHALL BE DEEMED NOT TO BE SUCH A DIRECT CONSEQUENCE.
  (E)  NOTHING  CONTAINED  IN THIS SECTION SHALL BE CONSTRUED TO PREVENT
THE ELIMINATION OF ANY SERVICE AT ANY TIME AS A  RESULT  OF  THE  ELIMI-
NATION  OF  STATE  OR  FEDERAL  ASSISTANCE, THE ELIMINATION OF AVAILABLE
REVENUE REIMBURSEMENT, LOSS OF CERTIFICATION OR LICENSURE,  OR  LOSS  OF
FINANCIAL VIABILITY.
  2.  THE  CORPORATION  SHALL RECOGNIZE THE EXISTING CERTIFIED OR RECOG-
NIZED EMPLOYEE ORGANIZATIONS FOR THOSE PERSONS WHO BECOME  EMPLOYEES  OF
THE  CORPORATION  PURSUANT TO PARAGRAPH (A) OR (B) OF SUBDIVISION ONE OF
THIS SECTION AS THE EXCLUSIVE COLLECTIVE BARGAINING REPRESENTATIVES  FOR
SUCH  EMPLOYEES,  WHO  SHALL REMAIN IN THE EXISTING BARGAINING UNIT. THE
CORPORATION SHALL BE BOUND BY ALL EXISTING COLLECTIVE BARGAINING  AGREE-
MENTS  WITH  SUCH  EMPLOYEE ORGANIZATIONS; ALL EXISTING TERMS AND CONDI-
TIONS OF EMPLOYMENT SHALL REMAIN IN EFFECT UNTIL ALTERED BY THE TERMS OF
A SUCCESSOR CONTRACT; SUCCESSOR EMPLOYEES TO THE POSITIONS HELD BY  SUCH
EMPLOYEES  SHALL,  CONSISTENT WITH THE PROVISIONS OF ARTICLE FOURTEEN OF
THE CIVIL SERVICE LAW, BE INCLUDED IN THE SAME UNIT AS  THEIR  PREDECES-
SORS.  EMPLOYEES  SERVING  IN POSITIONS IN NEWLY CREATED TITLES SHALL BE
ASSIGNED TO THE APPROPRIATE BARGAINING UNIT.   NOTHING CONTAINED  HEREIN
SHALL BE CONSTRUED TO AFFECT:
  (A) THE RIGHTS OF EMPLOYEES PURSUANT TO A COLLECTIVE BARGAINING AGREE-
MENT;
  (B) THE REPRESENTATIONAL RELATIONSHIPS AMONG EMPLOYEE ORGANIZATIONS OR
THE  BARGAINING  RELATIONSHIPS BETWEEN THE COUNTY, STATE AND AN EMPLOYEE
ORGANIZATION; OR

S. 5435--A                          9                         A. 7875--A

  (C) EXISTING LAW WITH RESPECT TO AN APPLICATION TO THE PUBLIC  EMPLOY-
MENT  RELATIONS  BOARD  SEEKING  DESIGNATION  BY  THE BOARD THAT CERTAIN
PERSONS ARE MANAGERIAL OR CONFIDENTIAL.  NOTHING HEREIN  SHALL  PRECLUDE
THE  MERGER  OF  NEGOTIATING  UNITS OF EMPLOYEES WITH THE CONSENT OF THE
RECOGNIZED OR CERTIFIED REPRESENTATIVES OF SUCH UNITS.
  3.  THE  SALARY OR COMPENSATION OF ANY SUCH OFFICER OR EMPLOYEE, AFTER
SUCH TRANSFER, SHALL BE PAID BY THE CORPORATION. THE CORPORATION  SHALL,
UPON  TRANSFER,  ACKNOWLEDGE AND GIVE CREDIT FOR ALL LEAVE BALANCES HELD
BY SUCH OFFICERS AND EMPLOYEES ON THE DATE OF TRANSFER.
  4. THE CORPORATION SHALL BE SUBJECT TO THE CIVIL SERVICE LAW.
  S 3647-E. GENERAL POWERS OF THE CORPORATION. SUBJECT  TO  THIS  TITLE,
THE  CIVIL  PRACTICE  LAW  AND  RULES, THE PUBLIC HEALTH LAW, THE MENTAL
HYGIENE LAW, THE SOCIAL SERVICES LAW, THE EDUCATION  LAW  OR  ANY  OTHER
APPLICABLE LAW OR REGULATION, THE CORPORATION SHALL HAVE POWER:
  1. TO SUE AND BE SUED;
  2. TO HAVE A SEAL AND ALTER THE SAME AT PLEASURE;
  3.  TO  BORROW MONEY AND ISSUE BONDS FOR ANY OF ITS CORPORATE PURPOSES
OR ITS PROJECTS, OR TO REFUND THE SAME, AND TO PROVIDE FOR THE RIGHTS OF
THE HOLDERS THEREOF;
  4. TO MAKE AND ALTER BY-LAWS FOR ITS ORGANIZATION AND MANAGEMENT, AND,
SUBJECT TO AGREEMENTS WITH ITS BONDHOLDERS, TO MAKE AND ALTER RULES  AND
REGULATIONS  GOVERNING THE EXERCISE OF ITS POWERS AND THE FULFILLMENT OF
ITS PURPOSES UNDER THIS TITLE;
  5. (A) TO ACQUIRE BY PURCHASE, GRANT, LEASE, GIFT, OR OTHERWISE AND TO
HOLD AND USE PROPERTY NECESSARY, CONVENIENT OR DESIRABLE  TO  CARRY  OUT
ITS  CORPORATE  PURPOSES,  AND TO SELL, CONVEY, MORTGAGE, LEASE, PLEDGE,
EXCHANGE OR OTHERWISE DISPOSE OF ANY SUCH PROPERTY IN SUCH MANNER AS THE
CORPORATION SHALL DETERMINE;
  (B) TO ACQUIRE BY CONDEMNATION  PURSUANT  TO  THE  PROVISIONS  OF  THE
EMINENT  DOMAIN  PROCEDURE  LAW  ANY  REAL  PROPERTY  WITHIN  THE COUNTY
REQUIRED BY THE CORPORATION TO CARRY OUT  THE  POWERS  GRANTED  BY  THIS
TITLE  WITH  THE  APPROVAL OF BOTH THE COUNTY LEGISLATURE AND THE COUNTY
EXECUTIVE;
  6. TO ACQUIRE, CONSTRUCT, LEASE,  EXPAND,  IMPROVE,  MAINTAIN,  EQUIP,
FURNISH,  OPERATE  ONE  OR  MORE  PROJECTS AND, IF NECESSARY, TO PAY OR,
FINANCE THE COST THEREOF;
  7. TO ACCEPT GIFTS, GRANTS, LOANS OR CONTRIBUTIONS OF FUNDS OR PROPER-
TY OR FINANCIAL OR OTHER AID IN ANY FORM FROM, AND ENTER INTO  CONTRACTS
OR OTHER TRANSACTIONS WITH, THE FEDERAL GOVERNMENT, THE STATE, THE COUN-
TY  OR  ANY  PUBLIC CORPORATION OR ANY OTHER SOURCE, AND TO USE ANY SUCH
GIFTS, GRANTS, LOANS OR CONTRIBUTIONS FOR ANY OF ITS CORPORATE PURPOSES;
  8. TO GRANT OPTIONS TO RENEW ANY LEASE WITH RESPECT TO ANY PROJECT  OR
PROJECTS  AND  TO  GRANT OPTIONS TO BUY ANY PROJECT AT SUCH PRICE AS THE
CORPORATION MAY DEEM DESIRABLE;
  9. TO DESIGNATE THE DEPOSITORIES OF ITS MONEY;
  10. TO ESTABLISH ITS FISCAL YEAR;
  11. TO ENTER INTO CONTRACTS AND TO EXECUTE ALL  INSTRUMENTS  NECESSARY
OR  CONVENIENT OR DESIRABLE FOR THE PURPOSES OF THE CORPORATION TO CARRY
OUT ANY POWERS EXPRESSLY GIVEN TO IT IN THIS TITLE;
  12. TO APPOINT SUCH OFFICERS, EMPLOYEES AND AGENTS AS THE  CORPORATION
MAY  REQUIRE  FOR THE PERFORMANCE OF ITS DUTIES AND TO FIX AND DETERMINE
THEIR QUALIFICATIONS, DUTIES, AND COMPENSATION SUBJECT TO THE PROVISIONS
OF THE CIVIL SERVICE LAW AND ANY APPLICABLE COLLECTIVE BARGAINING AGREE-
MENT, AND TO RETAIN OR EMPLOY COUNSEL, AUDITORS, ENGINEERS  AND  PRIVATE
CONSULTANTS  ON  A  CONTRACT  BASIS,  OR OTHERWISE FOR RENDERING PROFES-
SIONAL, MANAGEMENT OR TECHNICAL SERVICES AND ADVICE;

S. 5435--A                         10                         A. 7875--A

  13. TO USE EMPLOYEES, AGENTS, CONSULTANTS AND FACILITIES OF THE  COUN-
TY, PAYING THE COUNTY ITS AGREED PROPORTION OF THE COMPENSATION OR COSTS
PURSUANT TO AN AGREEMENT WITH THE COUNTY;
  14. TO MAKE AND ADOPT PLANS, SURVEYS AND STUDIES NECESSARY, CONVENIENT
OR  DESIRABLE  TO  THE  EFFECTUATION  OF  THE PURPOSES AND POWERS OF THE
CORPORATION AND TO PREPARE RECOMMENDATIONS IN REGARD THERETO;
  15. EXCEPT WHERE OTHERWISE PROVIDED BY LAW OR REGULATION, TO  FIX  AND
COLLECT RATES, RENTALS, FEES AND OTHER CHARGES FOR THE SERVICES RENDERED
BY  OR FOR USE OF THE FACILITIES OR IN THE EXERCISE OF THE POWERS OF THE
CORPORATION;
  16. TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE LODGMENT OF
THE CORPORATION MAY  BE  NECESSARY,  CONVENIENT  OR  DESIRABLE  FOR  THE
PURPOSE OF MAKING SURVEYS, SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOM-
PLISH ANY PURPOSE AUTHORIZED BY THIS TITLE, THE CORPORATION BEING LIABLE
FOR ACTUAL DAMAGE DONE;
  17.  TO INSURE OR OTHERWISE TO PROVIDE FOR THE INSURANCE OF THE CORPO-
RATION'S PROPERTY OR OPERATIONS AND ALSO  CONTRACT  AGAINST  SUCH  OTHER
RISKS AS THE CORPORATION MAY DEEM ADVISABLE, INCLUDING THE INTEREST RATE
RISK  FOR OBLIGATIONS IT ISSUES BEARING INTEREST AT A FLOATING OR OTHER-
WISE ADJUSTABLE RATE WHICH PREVENTS THE ACTUAL RATE OVER THE TERM OF THE
DEBT FROM BEING ASCERTAINED AT THE DATE OF ITS INCURRENCE, AND INCLUDING
THE POWER TO MAKE ANY PAYMENTS WITH RESPECT THERETO; AND
  18. TO DO ALL THINGS NECESSARY,  CONVENIENT  OR  DESIRABLE,  INCLUDING
ANCILLARY  AND  INCIDENTAL ACTIVITIES, TO CARRY OUT ITS PURPOSES AND FOR
THE EXERCISE OF THE POWERS GRANTED IN THIS TITLE.
  S 3647-F. SPECIAL POWERS OF THE CORPORATION. IN  ORDER  TO  EFFECTUATE
THE  PURPOSES  OF  THIS  TITLE, THE CORPORATION SHALL HAVE THE FOLLOWING
ADDITIONAL POWERS, SUBJECT TO THIS TITLE, THE  CIVIL  PRACTICE  LAW  AND
RULES,  THE  PUBLIC  HEALTH  LAW,  THE  MENTAL  HYGIENE  LAW, THE SOCIAL
SERVICES LAW, THE EDUCATION LAW AND ANY OTHER APPLICABLE  LAW  OR  REGU-
LATION:
  1.  TO  OPERATE,  MANAGE,  SUPERINTEND AND CONTROL ANY HEALTH FACILITY
UNDER ITS JURISDICTION AND TO REPAIR, MAINTAIN AND OTHERWISE KEEP UP ANY
SUCH HEALTH FACILITY; AND TO ESTABLISH AND COLLECT  FEES,  RENTALS,  AND
OTHER CHARGES FOR THE SALE, LEASE OR SUBLEASE OF ANY SUCH HEALTH FACILI-
TY, SUBJECT TO THE TERMS AND CONDITIONS OF ANY CONTRACT, LEASE, SUBLEASE
OR OTHER AGREEMENT WITH THE COUNTY;
  2.  TO  PROVIDE HEALTH AND MEDICAL SERVICES FOR THE PUBLIC DIRECTLY OR
BY AGREEMENT OR LEASE WITH ANY PERSON, FIRM OR PRIVATE OR PUBLIC  CORPO-
RATION  OR ASSOCIATION THROUGH OR IN THE HEALTH FACILITIES OF THE CORPO-
RATION OR OTHERWISE AND TO MAKE INTERNAL POLICIES  GOVERNING  ADMISSIONS
AND  HEALTH  AND MEDICAL SERVICES; AND TO ESTABLISH AND COLLECT FEES AND
OTHER CHARGES FOR THE PROVISION OF SUCH HEALTH AND MEDICAL SERVICES; AND
TO PROVIDE AND MAINTAIN RESIDENT PHYSICIAN AND INTERN MEDICAL  SERVICES;
AND TO SPONSOR AND CONDUCT RESEARCH, EDUCATIONAL AND TRAINING PROGRAMS;
  3.  TO  ENTER  INTO  CONTRACTS,  LEASES  AND  OTHER AGREEMENTS FOR THE
PURPOSE OF AFFILIATING WITH A MEDICAL  COLLEGE  OR  RELATED  EDUCATIONAL
AGENCY  OR  INSTITUTION  IN  CONJUNCTION  WITH  THE CORPORATION'S HEALTH
FACILITIES, WHICH AGREEMENTS MAY PROVIDE FOR THE  MANAGEMENT,  OPERATION
AND  STAFFING  OF  HEALTH  FACILITIES, THE RECONSTRUCTION, RENOVATION OR
ADDITION TO HEALTH FACILITIES; THE PROVISION  OF  NECESSARY  FACILITIES,
UTILITIES  AND SERVICES; AND SUCH OTHER CONDITIONS OR FEATURES NECESSARY
AND PROPER FOR SUCH PURPOSE  AND  FOR  THE  PUBLIC  HEALTH  AND  GENERAL
WELFARE;
  4. TO DETERMINE THE CONDITIONS UNDER WHICH A PHYSICIAN MAY BE EXTENDED
THE PRIVILEGE OF PRACTICING WITHIN A HEALTH FACILITY UNDER THE JURISDIC-

S. 5435--A                         11                         A. 7875--A

TION  OF THE CORPORATION, AND TO PROMULGATE REASONABLE INTERNAL POLICIES
FOR THE CONDUCT OF ALL PERSONS, PHYSICIANS AND NURSES WITHIN SUCH FACIL-
ITY; AND
  5.  (A)  EXCEPT  AS  OTHERWISE PROVIDED IN ANY APPLICABLE LAW OR REGU-
LATION, TO EXERCISE AND PERFORM ALL OR PART  OF  ITS  PURPOSES,  POWERS,
DUTIES,  FUNCTIONS OR ACTIVITIES THROUGH ONE OR MORE SUBSIDIARY ENTITIES
OWNED OR CONTROLLED WHOLLY OR IN PART BY THE CORPORATION, WHICH SHALL BE
FORMED PURSUANT TO THE BUSINESS CORPORATION LAW, THE  LIMITED  LIABILITY
COMPANY LAW, OR THE NOT-FOR-PROFIT CORPORATION LAW, IN EACH CASE SUBJECT
TO ALL THE LIMITATIONS PROVIDED IN THIS ARTICLE.
  (B)  ANY  SUCH  SUBSIDIARY  MAY  BE  AUTHORIZED TO ACT AS A GENERAL OR
LIMITED PARTNER IN A PARTNERSHIP OR AS A MEMBER OF A  LIMITED  LIABILITY
COMPANY, AND ENTER INTO AN ARRANGEMENT CALLING FOR AN INITIAL AND SUBSE-
QUENT  PAYMENT  BY  SUCH  SUBSIDIARY  IN CONSIDERATION OF AN INTEREST IN
REVENUES OR OTHER CONTRACTUAL RIGHTS.
  (C) AN ENTITY SHALL BE DEEMED A SUBSIDIARY WHENEVER AND SO LONG AS (1)
MORE THAN HALF OF ANY VOTING SHARES OF SUCH SUBSIDIARY ARE OWNED OR HELD
BY THE CORPORATION OR (2) A  MAJORITY  OF  THE  DIRECTORS,  TRUSTEES  OR
MEMBERS OF SUCH SUBSIDIARY ARE DESIGNEES OF THE CORPORATION.
  (D)  THE CORPORATION MAY TRANSFER TO ANY SUBSIDIARY ENTITY ANY MONIES,
REAL OR PERSONAL OR MIXED PROPERTY IN ORDER TO CARRY OUT THE PURPOSES OF
THIS TITLE, SUBJECT TO THE RIGHTS OF THE HOLDERS OF  ANY  BONDS  OF  THE
CORPORATION.
  (E)  ANY  SUBSIDIARY  WHICH  PROVIDES  HEALTH CARE SERVICES PREVIOUSLY
PROVIDED BY THE COUNTY AND TRANSFERRED BY THE CORPORATION TO THE SUBSID-
IARY SHALL COMPLY WITH AND  BE  SUBJECT  TO  SUBDIVISION  NINE  OF  THIS
SECTION  AND SUBDIVISIONS SEVEN THROUGH TEN INCLUSIVE OF SECTION THIRTY-
SIX HUNDRED FORTY-SEVEN-C, SECTIONS  THIRTY-SIX  HUNDRED  FORTY-SEVEN-K,
THIRTY-SIX  HUNDRED  FORTY-SEVEN-O,  THIRTY-SIX  HUNDRED  FORTY-SEVEN-Q,
THIRTY-SIX HUNDRED FORTY-SEVEN-R AND THIRTY-SIX HUNDRED FORTY-SEVEN-S OF
THIS TITLE AS APPLICABLE. THE TRANSFER OF ANY MONIES, REAL  OR  PERSONAL
OR  MIXED PROPERTY TO A SUBSIDIARY SHALL BE GOVERNED BY ANY RESTRICTIONS
OR LIMITATIONS AS THE COUNTY MAY ESTABLISH IN THE AGREEMENT BETWEEN  THE
COUNTY  AND  THE  CORPORATION AS DESCRIBED IN SUBDIVISION ONE OF SECTION
THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  (F) ANY MATERIAL CHANGE IN THE OPERATION OF  A  HEALTH  FACILITY  THAT
OCCURS  PURSUANT  TO A TRANSFER OR AGREEMENT BETWEEN THE CORPORATION AND
ANY OF ITS SUBSIDIARIES SHALL REQUIRE THE BOARD OF SUCH  CORPORATION  OR
SUBSIDIARY  TO  PROVIDE  WRITTEN NOTICE OF SUCH TRANSFER OR AGREEMENT TO
THE COUNTY EXECUTIVE AND MAJORITY LEADER  AND  MINORITY  LEADER  OF  THE
COUNTY LEGISLATURE WITHIN SEVEN DAYS OF SUCH TRANSFER.
  6.  TO  CONTRACT WITH THE COUNTY FOR RELATED PUBLIC HEALTH SERVICES TO
BE DETERMINED BY THE COUNTY AND THE CORPORATION.
  7. TO NEGOTIATE AND MAKE ANY PAYMENTS IN LIEU OF TAXES  WITH  A  POLI-
TICAL SUBDIVISION WHERE THE CORPORATION HOLDS REAL ESTATE.
  8. TO CONTRACT WITH THE COUNTY TO PROVIDE, IN WHOLE OR IN PART, HEALTH
CARE  SERVICES,  AND  TO  OPERATE  FACILITIES AND PROGRAMS WHICH PROVIDE
HEALTH CARE SERVICES.
  9. TO PROVIDE UNCOMPENSATED CARE TO PERSONS IN  NEED  OF  HEALTH  CARE
SERVICES WITHOUT THE ABILITY TO PAY.
  S  3647-G. TRANSFER OF PROPERTY; RELATIONSHIP WITH THE COUNTY; CERTAIN
GIFTS, LOANS AND GUARANTEES BY THE COUNTY. 1. (A) BY  COUNTY  RESOLUTION
ONLY,  THE  COUNTY MAY CONTRACT, SELL, CONVEY, LOAN, LICENSE THE USE OF,
OR LEASE TO THE CORPORATION ANY PROPERTY OR ASSETS (EXCEPT MONIES APPRO-
PRIATED BY THE COUNTY AND PAYABLE TO THE CORPORATION PURSUANT TO  SUBDI-
VISION  THREE  AND  PARAGRAPH  (A) OF SUBDIVISION FOUR OF THIS SECTION),

S. 5435--A                         12                         A. 7875--A

WHICH ARE USEFUL IN CONNECTION WITH THE EXERCISE BY THE  CORPORATION  OF
ANY  OF  ITS POWERS UNDER THIS TITLE IN ORDER TO TRANSFER THE FACILITIES
AND OPERATIONS IN WHOLE OR IN PART OF ANY FACILITY, OPERATION OR PROGRAM
OF THE COUNTY OF ROCKLAND PROVIDING HEALTH CARE SERVICES, WHETHER OR NOT
THE  PROVISION  OF  SUCH FACILITY, OPERATION OR PROGRAM BY THE COUNTY IS
SPECIFICALLY MANDATED BY STATE LAW,  TO  THE  CORPORATION  BY  AGREEMENT
BETWEEN  THE  COUNTY  AND  THE CORPORATION AND ANY SUBSEQUENT RENEWAL OR
AMENDMENT THEREOF. THE POWERS CONFERRED UPON THE COUNTY HEREIN TO  SELL,
CONVEY,  LOAN,  LICENSE  THE  USE  OF OR LEASE PROPERTY OR ASSETS OF THE
COUNTY TO THE CORPORATION ARE IN ADDITION TO ANY OTHER POWERS GRANTED TO
THE COUNTY BY LAW RELATING TO THE SALE, CONVEYANCE, ALIENATION, LEASING,
LICENSING OR LOANING OF REAL OR PERSONAL PROPERTY AND ARE NOT SUBJECT TO
ANY LAW TO THE EXTENT INCONSISTENT HEREWITH.
  (B) ANY SUCH CONTRACT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE  SHALL
BE  UPON  SUCH  TERMS  AND  CONDITIONS, FOR SUCH CONSIDERATION WHICH MAY
INCLUDE CASH, SERVICES OR  ANY  COMBINATION  THEREOF  WHICH  THE  COUNTY
DETERMINES  TO BE IN THE BEST INTERESTS OF THE CITIZENS AND TAXPAYERS OF
THE COUNTY AND FOR SUCH TERM OR TERMS OF YEARS, SUBJECT TO THE RIGHTS OF
THE HOLDERS OF ANY BONDS, AS THE CORPORATION AND THE COUNTY  MAY  AGREE.
NO  REAL  PROPERTY  OF  THE  COUNTY  CONSISTING  OF  ANY HEALTH FACILITY
CURRENTLY OPERATED IN ROCKLAND COUNTY SHALL BE TRANSFERRED TO THE CORPO-
RATION IN FEE, EXCEPT UNDER SUCH RESTRICTIONS REGARDING RIGHTS OF  FIRST
REFUSAL,  OR  OTHER  RIGHTS,  TO REPURCHASE THE PROPERTY AS THE ROCKLAND
COUNTY LEGISLATURE SHALL  APPROVE  BY  ACT.  ANY  SUCH  CONTRACT,  SALE,
CONVEYANCE,  LEASE,  LOAN OR LICENSE SHALL NOT BE SUBJECT TO REFERENDUM,
PERMISSIVE OR MANDATORY. IN THE EVENT THAT THE COUNTY CONTRACTS,  SELLS,
CONVEYS,  LOANS, LICENSES OR LEASES ANY PROPERTY OR ASSETS TO THE CORPO-
RATION, THE COUNTY MAY CONTRACT WITH THE CORPORATION TO  LEASE,  BORROW,
LICENSE, OPERATE, MAINTAIN, MANAGE AND PROVIDE SERVICES FOR SUCH FACILI-
TIES UPON SUCH TERMS AND CONDITIONS AND FOR SUCH TERM OR TERMS OF YEARS,
SUBJECT  TO  THE  RIGHTS OF HOLDERS OF BONDS, AS THE CORPORATION AND THE
COUNTY MAY AGREE. THE  CORPORATION,  IN  FURTHERANCE  OF  ANY  PURCHASE,
CONVEYANCE  OR  LEASE  OF  ANY PROPERTY OR FACILITY FROM THE COUNTY, MAY
ASSUME THE PRIMARY RESPONSIBILITY FOR THE PAYMENT OF THE  PRINCIPAL  AND
INTEREST ON ANY BONDS OR NOTES ISSUED BY THE COUNTY FOR SUCH PROPERTY OR
FACILITY.
  (C)  UPON THE TERMS AND CONDITIONS AND ON THE EFFECTIVE DATE SET FORTH
IN THE AGREEMENT BETWEEN THE COUNTY AND  THE  CORPORATION  ENTERED  INTO
PURSUANT  TO  PARAGRAPH (A) OF THIS SUBDIVISION, SUCH DEPARTMENTS, AGEN-
CIES, FACILITIES, SERVICES AND OTHER RIGHTS AND INTEREST OF  THE  COUNTY
PERTAINING  TO  HEALTH  CARE  SERVICES  AS THE COUNTY OR CORPORATION MAY
AGREE SHALL BE TRANSFERRED TO THE CORPORATION. UPON ANY  SUCH  TRANSFER,
THE  COUNTY  IS  AUTHORIZED TO RESTRUCTURE OR ELIMINATE ALL SUCH DEPART-
MENTS, AGENCIES OR FACILITIES.
  2. THE COUNTY MAY ACQUIRE BY PURCHASE, LEASE, OR CONDEMNATION PURSUANT
TO THE EMINENT DOMAIN PROCEDURE LAW, REAL PROPERTY IN THE  NAME  OF  THE
COUNTY FOR ANY CORPORATE PURPOSE OF THE CORPORATION.
  3.  (A)  IN  ADDITION  TO  ANY  OTHER  POWERS GRANTED TO IT BY LAW AND
CONSISTENT WITH THE CONSTITUTION AND OTHER PROVISIONS OF LAW, THE COUNTY
MAY, FROM TIME TO TIME, APPROPRIATE SUMS  OF  MONEY  TO  DEFRAY  PROJECT
COSTS  OR ANY OTHER COSTS OR EXPENSES OF THE CORPORATION INCLUDING OPER-
ATING EXPENSES.
  (B) SUBJECT TO THE RIGHTS OF BONDHOLDERS, THE COUNTY MAY DETERMINE  IF
THE  MONIES  SO APPROPRIATED SHALL BE SUBJECT TO REPAYMENT BY THE CORPO-
RATION TO THE COUNTY AND, IN SUCH EVENT, THE MANNER AND  TIME  OR  TIMES
FOR SUCH REPAYMENT.

S. 5435--A                         13                         A. 7875--A

  4. IN ADDITION TO THE AUTHORITY GRANTED ELSEWHERE IN THIS TITLE AND BY
OTHER  APPLICABLE  LAWS, THE CORPORATION AND THE COUNTY MAY ENTER INTO A
CONTRACT OR CONTRACTS FROM TIME TO TIME PROVIDING FOR ONE OR MORE OF THE
FOLLOWING:
  (A)  THE PAYMENT OF SUMS APPROPRIATED BY THE COUNTY PURSUANT TO SUBDI-
VISION THREE OF THIS SECTION;
  (B) THE PAYMENT OF SUMS FOR  HEALTH  CARE  SERVICES  PROVIDED  BY  THE
CORPORATION  WHICH  COULD  OTHERWISE BE PROVIDED DIRECTLY BY THE COUNTY,
INCLUDING SERVICES FOR UNCOMPENSATED CARE;
  (C) SERVICES TO BE PROVIDED BY THE COUNTY  TO  OR  ON  BEHALF  OF  THE
CORPORATION;
  (D)  THE  TRANSFER  OF  EMPLOYEES  OF THE COUNTY TO THE CORPORATION AS
PROVIDED IN SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-D OF THIS TITLE;
  (E) INDEMNIFICATION BY THE CORPORATION OF THE COUNTY FOR CLAIMS  ASSO-
CIATED  WITH  ESTABLISHMENT  OF AND OPERATION OF THE CORPORATION AND ITS
HEALTH FACILITIES;
  (F) THE SALE, CONVEYANCE, LOAN, LICENSE OR LEASE BY THE COUNTY TO  THE
CORPORATION  OF  ANY  PROPERTY (EXCEPT MONIES APPROPRIATED BY THE COUNTY
AND PAYABLE TO THE CORPORATION PURSUANT TO  SUBDIVISION  THREE  OF  THIS
SECTION  AND  PARAGRAPH (A) OF THIS SUBDIVISION) OR FACILITIES WHICH ARE
USEFUL IN CONNECTION WITH THE EXERCISE BY THE CORPORATION OF ANY OF  ITS
POWERS UNDER THIS TITLE NOT TRANSFERRED PURSUANT TO THE AUTHORITY GRANT-
ED  IN  PARAGRAPH  (A)  OF  SUBDIVISION ONE OF THIS SECTION, WHICH SALE,
CONVEYANCE, LOAN, LICENSE OR LEASE  SHALL  NEVERTHELESS  BE  SUBJECT  TO
PARAGRAPH (B) OF SUBDIVISION ONE OF THIS SECTION; AND
  (G)  SUCH  OTHER  MATTERS  AS  MAY  BE  APPROPRIATE  TO ACCOMPLISH THE
PURPOSES HEREOF.
ANY SUCH CONTRACT OR CONTRACTS SHALL BE  AUTHORIZED  BY  THE  COUNTY  BY
RESOLUTION  OR  ORDINANCE  ADOPTED  BY THE COUNTY LEGISLATURE OR IN SUCH
OTHER MANNER AS PERMITTED BY THE COUNTY GOVERNMENT LAW OF THE COUNTY  OF
ROCKLAND. SUCH CONTRACT OR CONTRACTS SHALL INCLUDE SUCH TERMS AND CONDI-
TIONS  AND  HAVE SUCH TERM OR TERMS OF YEARS, AS THE CORPORATION AND THE
COUNTY MAY AGREE.
  5. ON THE EFFECTIVE DATE OF THE TRANSFER OF THE EXISTING HEALTH FACIL-
ITY PURSUANT TO AN AGREEMENT BETWEEN THE COUNTY AND THE  CORPORATION  AS
AUTHORIZED  IN  THIS  TITLE,  THE  DEPARTMENT SHALL BE ABOLISHED. ON AND
AFTER SUCH DATE THE DEPARTMENT OF HEALTH OF THE COUNTY SHALL  BE  VESTED
WITH ALL POWER AND AUTHORITY OF THE DEPARTMENT NOT EXPLICITLY OR IMPLIC-
ITLY TRANSFERRED TO THE CORPORATION PURSUANT TO THIS TITLE.
  6.  THE  COUNTY OF ROCKLAND SHALL HAVE THE POWER AND IS HEREBY AUTHOR-
IZED, PURSUANT TO SECTION  SEVEN  OF  ARTICLE  SEVENTEEN  OF  THE  STATE
CONSTITUTION,  TO  LEND  ITS  MONEY OR CREDIT TO OR IN AID OF THE CORPO-
RATION OR ANY SUBSIDIARY THEREOF FOR THE  PURPOSE  OF  PROVIDING  HEALTH
RELATED  FACILITIES OR HOSPITAL FACILITIES FOR THE PREVENTION, DIAGNOSIS
OR TREATMENT OF HUMAN DISEASE, PAIN, INJURY,  DISABILITY,  DEFORMITY  OR
PHYSICAL CONDITION, AND FOR FACILITIES INCIDENTAL OR APPURTENANT THERETO
AS  MAY  BE  PRESCRIBED  BY  LAW.  THE  COUNTY  IS  HEREBY AUTHORIZED TO
PRESCRIBE SUCH FACILITIES BY RESOLUTION. THE  CORPORATION  OR  ANY  SUCH
SUBSIDIARY  THEREOF, AS A CONDITION TO ANY SUCH LOAN OF MONEY OR CREDIT,
SHALL ENTER INTO A REGULATORY AGREEMENT WITH THE COUNTY AS TO ITS CHARG-
ES, PROFITS, DIVIDENDS AND DISPOSITION OF ITS  PROPERTY  OR  FRANCHISES,
WHICH  AGREEMENT  SHALL  BE  BINDING  AND ENFORCEABLE BY THE COUNTY. THE
COUNTY MAY ELECT IN SUCH REGULATORY AGREEMENT TO REFRAIN FROM EXERCISING
ALL OR ANY PORTION  OF  ITS  AUTHORITY  TO  SO  REGULATE  SUCH  CHARGES,
PROFITS,  DIVIDENDS  AND  DISPOSITION  OF  PROPERTY  OR FRANCHISE TO THE
EXTENT SUCH CHARGES, PROFITS, DIVIDENDS AND DISPOSITION OF  PROPERTY  OR

S. 5435--A                         14                         A. 7875--A

FRANCHISE  ARE  REGULATED BY THE STATE OR ANY AGENCY THEREOF. THE COUNTY
SHALL AUTHORIZE SUCH REGULATORY AGREEMENT BY RESOLUTION.
  (A)  IN  PURSUANCE  OF  THE AUTHORITY GRANTED HEREIN, THE COUNTY SHALL
HAVE THE POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO  ISSUE  ITS
BONDS,  NOTES OR OTHER OBLIGATIONS IN SUCH PRINCIPAL AMOUNTS AS IT SHALL
DEEM NECESSARY, AFTER TAKING INTO ACCOUNT  OTHER  MONIES  WHICH  MAY  BE
AVAILABLE  FOR THE PURPOSES SET FORTH HEREIN. SUCH BONDS, NOTES OR OBLI-
GATIONS SHALL BE ISSUED FOR THE PURPOSE OF MAKING LOANS  TO  THE  CORPO-
RATION  OR  ANY SUBSIDIARY THEREOF, PAYING INTEREST ON SUCH BONDS, NOTES
OR OTHER OBLIGATIONS, AND PAYING ALL OTHER OBLIGATIONS AND  EXPENDITURES
INCIDENTAL  TO AND NECESSARY OR CONVENIENT FOR THE MAKING OF SUCH LOANS.
SUCH BONDS, NOTES OR OBLIGATIONS SHALL BE ISSUED IN ACCORDANCE WITH  THE
APPLICABLE  PROVISIONS  OF  THIS  CHAPTER  AND THE LOCAL FINANCE LAW AND
APPLICABLE LOCAL LAWS.
  (B) ANY GUARANTEE BY THE COUNTY MADE PURSUANT TO THE AUTHORITY GRANTED
IN THIS SECTION SHALL BE AUTHORIZED BY RESOLUTION OR RESOLUTIONS OF  THE
COUNTY  IN THE SAME MANNER AS SUCH RESOLUTION OR RESOLUTIONS AUTHORIZING
THE ISSUANCE OF BONDS OF THE COUNTY FOR  THE  PURPOSES  FOR  WHICH  SUCH
GUARANTEE IS UNDERTAKEN.
  (C)  THE  COUNTY  SHALL ALSO BE AUTHORIZED TO ENACT LAWS GOVERNING THE
CONDITIONS UNDER WHICH SUCH LOANS, COMMITMENTS AND GUARANTEES BE MADE.
  7. FOR PURPOSES OF SUBDIVISION FOUR OF PARAGRAPH (A) OF SECTION  25.00
OF  THE  LOCAL FINANCE LAW, AMOUNTS TO BE DERIVED BY THE COUNTY OF ROCK-
LAND FROM THE CORPORATION, OR ANY SUBSIDIARY THEREOF, SHALL BE  INCLUDED
IN THE TERM "OTHER INCOME".
  8.  (A) NOTWITHSTANDING THE PROVISIONS OF ANY OTHER STATE OR LOCAL LAW
TO THE CONTRARY, INCLUDING, BUT NOT LIMITED TO, SECTIONS SIX-J AND SIX-N
OF THE GENERAL MUNICIPAL LAW, WITH THE APPROVAL OF THE  COUNTY  LEGISLA-
TURE,  AMOUNTS DEPOSITED FOR OR ON BEHALF OF THE HEALTH CARE AND MEDICAL
FACILITIES OR OPERATIONS OF THE COUNTY WHICH HAVE  BEEN  TRANSFERRED  TO
THE  CORPORATION  PURSUANT TO THIS SECTION IN THE LIABILITY AND CASUALTY
AND WORKERS' COMPENSATION RESERVE FUNDS ESTABLISHED BY THE COUNTY PURSU-
ANT TO SUCH SECTIONS OF THE GENERAL MUNICIPAL LAW, AND INVESTMENT  EARN-
INGS  THEREON, MAY BE WITHDRAWN BY THE COUNTY FROM SUCH FUNDS AND TRANS-
FERRED TO THE CORPORATION AND SHALL BE USED BY THE CORPORATION  FOR  THE
PURPOSES FOR WHICH SUCH FUNDS WERE ESTABLISHED.
  (B)  NO  AMOUNTS SHALL BE WITHDRAWN AND TRANSFERRED TO THE CORPORATION
PURSUANT TO THIS SUBDIVISION UNLESS PRIOR THERETO  THE  CORPORATION  HAS
AGREED IN WRITING TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, AND PROVIDE
DEFENSE,  FOR  ALL  CLAIMS, CASES, PROCEEDINGS, ACTIONS OR OTHER MATTERS
AGAINST THE COUNTY ARISING OUT OF THE PROPERTIES, FACILITIES, OPERATIONS
OR EMPLOYEES OF THE CORPORATION, WHETHER COMMENCED BEFORE OR  AFTER  THE
DATE OF TRANSFER OF SAID AMOUNTS, AND TO PROVIDE SUCH OTHER SECURITY FOR
THIS OBLIGATION AS THE COUNTY MAY REASONABLY REQUIRE.
  9.  NOTWITHSTANDING  THE  PROVISIONS  OF ANY STATE OR LOCAL LAW TO THE
CONTRARY, INCLUDING BUT NOT LIMITED TO  SECTION  SIX-L  OF  THE  GENERAL
MUNICIPAL  LAW, ANY MONIES DERIVED BY THE COUNTY IN CONSIDERATION OF THE
SALE OF ITS FACILITIES OR PROPERTY TO THE CORPORATION PURSUANT  TO  THIS
SECTION MAY BE USED FOR ANY LAWFUL PURPOSE OF THE COUNTY.
  S  3647-H. 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

S. 5435--A                         15                         A. 7875--A

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 OUTSTAND-
ING 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 CRED-
IT  ENHANCEMENTS  TO THE EXTENT NOW OR HEREAFTER AVAILABLE, IN EACH CASE
FOR THE PURPOSE OF SECURING ITS BONDS OR  NOTES  OR  TO  PROVIDE  DIRECT
PAYMENT OF ANY AMOUNTS WHICH THE CORPORATION IS AUTHORIZED TO PAY.
  4. BONDS SHALL BE AUTHORIZED BY RESOLUTION OF THE CORPORATION, AND MAY
BE  IN SUCH DENOMINATIONS AND BEAR SUCH DATE OR DATES AND MATURE AT SUCH
TIME OR TIMES AS SUCH RESOLUTION MAY PROVIDE, EXCEPT THAT BONDS AND  ANY
RENEWALS  THEREOF  SHALL  MATURE  WITHIN  FORTY  YEARS  FROM THE DATE OF
ORIGINAL ISSUANCE OF ANY SUCH BONDS.   OBLIGATIONS WITH  A  MATURITY  OF
FIVE  YEARS  OR  LESS  FROM  THE  DATE OF THEIR ORIGINAL ISSUANCE MAY BE
DESIGNATED AS NOTES. BONDS SHALL BE SUBJECT TO SUCH TERMS OF REDEMPTION,
BEAR INTEREST AT SUCH RATE OR RATES PER ANNUM PAYABLE AT SUCH TIMES,  BE
IN  SUCH  FORM,  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. BONDS MAY BE SOLD AT PUBLIC OR PRIVATE SALE FOR SUCH  PRICE  OR
PRICES AS THE CORPORATION SHALL DETERMINE, PROVIDED THAT NO BONDS OF THE
CORPORATION,  OTHER THAN OBLIGATIONS DESIGNATED AS NOTES, MAY BE SOLD BY
THE CORPORATION AT PRIVATE SALE UNLESS SUCH SALE AND THE  TERMS  THEREOF
HAVE  BEEN APPROVED IN WRITING BY THE STATE COMPTROLLER, WHERE SUCH SALE
IS NOT TO BE TO SUCH COMPTROLLER, OR BY THE STATE DIRECTOR OF THE  DIVI-
SION  OF  THE BUDGET, WHERE SUCH SALE IS TO BE TO THE STATE COMPTROLLER.
THE CORPORATION MAY PAY ALL EXPENSES, PREMIUMS AND COMMISSIONS WHICH  IT
MAY  DEEM  NECESSARY OR ADVANTAGEOUS IN CONNECTION WITH THE ISSUANCE AND
SALE OF BONDS.
  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;

S. 5435--A                         16                         A. 7875--A

  (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 THEREBY AND
THE USE AND DISPOSITION OF REVENUES;
  (E) LIMITATIONS ON THE RIGHT OF THE CORPORATION TO RESTRICT AND  REGU-
LATE  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 THERETO, 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 SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-I  OF
THIS TITLE AND LIMITING THE RIGHTS OF THE BONDHOLDERS TO APPOINT A TRUS-
TEE UNDER SUCH SECTION 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  BOND-
HOLDERS  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 THEREOF OR OTHER PROPERTY;
  (M)  LIMITATIONS  ON  THE  AMOUNT  OF  REVENUES AND OTHER MONIES TO BE
EXPENDED OR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES  OF  THE  CORPO-
RATION;
  (N) THE PAYMENT OF THE PROCEEDS OF BONDS, REVENUES AND OTHER MONIES TO
A TRUSTEE OR OTHER DEPOSITORY, AND FOR THE METHOD OF DISBURSEMENT THERE-
OF  WITH  SUCH SAFEGUARDS AND RESTRICTIONS AS THE CORPORATION MAY DETER-
MINE; 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 REME-
DIES OF THE BONDHOLDERS.
  6. IN ADDITION TO THE POWERS HEREIN CONFERRED 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 DISPOSI-
TION OF ITS REVENUES OR OTHER MONIES OR PROPERTY, INCLUDING THE MORTGAG-
ING 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 DOING ANY ACT WHICH THE
CORPORATION WOULD HAVE THE RIGHT TO DO IN THE  ABSENCE  OF  SUCH  RESOL-
UTIONS,  TRUST  INDENTURES,  AGREEMENTS OR OTHER INSTRUMENTS. THE CORPO-

S. 5435--A                         17                         A. 7875--A

RATION SHALL HAVE POWER TO ENTER INTO  AMENDMENTS  OF  ANY  SUCH  RESOL-
UTIONS,  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 WITHIN
THE POWERS OF ANY SUCH  RESOLUTIONS,  TRUST  INDENTURES,  AGREEMENTS  OR
OTHER INSTRUMENTS.  THE PROVISIONS OF ANY SUCH RESOLUTIONS, TRUST INDEN-
TURES,  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 IRRE-
SPECTIVE  OF WHETHER OR NOT SUCH PARTIES HAVE NOTICE THEREOF. NO INSTRU-
MENT 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  ACCORDANCE  WITH  APPLICABLE
PROVISIONS OF THE UNIFORM COMMERCIAL CODE AND MAY RENEW  THE  SAME  FROM
TIME  TO  TIME  BUT  THE  MAXIMUM  MATURITY  OF ANY SUCH NOTE, INCLUDING
RENEWALS THEREOF, SHALL NOT EXCEED SEVEN YEARS FROM THE DATE OF ISSUE OF
SUCH ORIGINAL NOTE.
  S 3647-I. REMEDIES OF BONDHOLDERS. SUBJECT TO ANY RESOLUTION OR RESOL-
UTIONS ADOPTED PURSUANT TO THIS TITLE:
  1. IN THE EVENT THAT THE CORPORATION SHALL DEFAULT IN THE  PAYMENT  OF
PRINCIPAL  OF  OR  INTEREST  ON  ANY ISSUE OF BONDS AFTER THE SAME SHALL
BECOME DUE, WHETHER AT MATURITY OR UPON CALL FOR  REDEMPTION,  AND  SUCH
DEFAULT SHALL CONTINUE FOR A PERIOD OF THIRTY DAYS, OR IN THE EVENT THAT
THE  CORPORATION  SHALL  FAIL OR REFUSE TO COMPLY WITH THE PROVISIONS OF
THIS TITLE OR SHALL DEFAULT IN ANY AGREEMENT MADE WITH  THE  HOLDERS  OF
ANY  ISSUE  OF  BONDS,  THE  HOLDERS  OF AT LEAST TWENTY-FIVE PERCENT IN
AGGREGATE PRINCIPAL AMOUNT OF THE BONDS OF SUCH ISSUE THEN  OUTSTANDING,
BY  INSTRUMENT  OR  INSTRUMENTS  FILED IN THE OFFICE OF THE CLERK OF THE
COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE CORPORATION IS  LOCATED  AND

S. 5435--A                         18                         A. 7875--A

PROVED  OR ACKNOWLEDGED IN THE SAME MANNER AS A DEED TO BE RECORDED, MAY
APPOINT A TRUSTEE TO REPRESENT THE HOLDERS OF SUCH BONDS FOR THE PURPOSE
HEREIN PROVIDED.
  2.  SUCH  TRUSTEE  MAY,  AND UPON WRITTEN REQUEST OF THE HOLDERS OF AT
LEAST TWENTY-FIVE PER CENTUM IN PRINCIPAL AMOUNT OF SUCH BONDS OUTSTAND-
ING SHALL, IN ITS OWN NAME:
  (A) BY ACTION OR PROCEEDING IN ACCORDANCE WITH THE CIVIL PRACTICE  LAW
AND RULES, ENFORCE ALL RIGHTS OF THE BONDHOLDERS, INCLUDING THE RIGHT TO
REQUIRE  THE  CORPORATION  TO  COLLECT  RENTS,  RATES,  FEES AND CHARGES
ADEQUATE TO CARRY OUT ANY AGREEMENT AS TO, OR  PLEDGE  OF,  SUCH  RENTS,
RATES,  FEES AND CHARGES AND TO REQUIRE THE CORPORATION TO CARRY OUT ANY
OTHER AGREEMENTS WITH THE HOLDERS OF SUCH BONDS TO  PERFORM  ITS  DUTIES
UNDER THIS TITLE;
  (B) BRING AN ACTION OR PROCEEDING UPON SUCH BONDS;
  (C)  BY ACTION OR PROCEEDING, REQUIRE THE CORPORATION TO ACCOUNT AS IF
IT WERE THE TRUSTEE OF AN EXPRESS TRUST FOR THE HOLDERS OF SUCH BONDS;
  (D) BY ACTION OR PROCEEDING, ENJOIN ANY ACTS OR THINGS  WHICH  MAY  BE
UNLAWFUL OR IN VIOLATION OF THE RIGHTS OF THE HOLDERS OF SUCH BONDS; AND
  (E)  DECLARE ALL SUCH BONDS DUE AND PAYABLE, AND IF ALL DEFAULTS SHALL
BE MADE GOOD,  THEN  WITH  THE  CONSENT  OF  THE  HOLDERS  OF  AT  LEAST
TWENTY-FIVE  PER  CENTUM  OF  THE  PRINCIPAL  AMOUNT  OF SUCH BONDS THEN
OUTSTANDING, TO ANNUL SUCH DECLARATION AND ITS CONSEQUENCES.
  3. SUCH TRUSTEE SHALL IN ADDITION TO THE FOREGOING  HAVE  AND  POSSESS
ALL OF THE POWERS NECESSARY OR APPROPRIATE FOR THE EXERCISE OF ANY FUNC-
TIONS SPECIFICALLY SET FORTH HEREIN OR INCIDENT TO THE GENERAL REPRESEN-
TATION OF BONDHOLDERS IN THE ENFORCEMENT AND PROTECTION OF THEIR RIGHTS.
  4. THE SUPREME COURT SHALL HAVE JURISDICTION OF ANY ACTION OR PROCEED-
ING  BY THE TRUSTEE ON BEHALF OF SUCH BONDHOLDERS. THE VENUE OF ANY SUCH
ACTION OR PROCEEDING SHALL BE LAID IN THE COUNTY.
  5. BEFORE DECLARING THE PRINCIPAL OF BONDS DUE AND PAYABLE, THE  TRUS-
TEE SHALL FIRST GIVE THIRTY DAYS NOTICE IN WRITING TO THE CORPORATION.
  6.  ANY SUCH TRUSTEE, WHETHER OR NOT THE ISSUE OF BONDS REPRESENTED BY
SUCH TRUSTEE HAS BEEN DECLARED DUE AND PAYABLE, SHALL BE ENTITLED AS  OF
RIGHT  TO  THE  APPOINTMENT  OF ANY RECEIVER OF ANY PART OR PARTS OF THE
PROJECT, THE REVENUES OF WHICH ARE PLEDGED FOR THE SECURITY OF THE BONDS
OF SUCH ISSUE, AND SUCH RECEIVER MAY ENTER AND TAKE POSSESSION  OF  SUCH
PART  OR  PARTS  OF  THE PROJECT AND, SUBJECT TO ANY PLEDGE OR AGREEMENT
WITH THE HOLDERS OF SUCH BONDS, SHALL TAKE POSSESSION OF ALL MONIES  AND
OTHER  PROPERTY  DERIVED  FROM  SUCH  PART  OR  PARTS OF THE PROJECT AND
PROCEED WITH ANY CONSTRUCTION THEREON OR THE ACQUISITION OF ANY  PROPER-
TY,  REAL  OR  PERSONAL  IN CONNECTION THEREWITH THAT THE CORPORATION IS
UNDER OBLIGATION TO DO, AND TO OPERATE, MAINTAIN  AND  RECONSTRUCT  SUCH
PART OR PARTS OF THE PROJECT AND COLLECT AND RECEIVE ALL REVENUES THERE-
AFTER  ARISING  THEREFROM  SUBJECT TO ANY PLEDGE OR AGREEMENT WITH BOND-
HOLDERS RELATING THERETO AND PERFORM THE PUBLIC DUTIES AND CARRY OUT THE
AGREEMENTS AND OBLIGATIONS OF THE CORPORATION UNDER THE DIRECTION OF THE
COURT.
  S 3647-J. STATE AND COUNTY NOT LIABLE ON  CORPORATION  BONDS.  1.  THE
STATE  SHALL  NOT BE LIABLE ON THE BONDS OR NOTES OF THE CORPORATION AND
SUCH BONDS OR NOTES SHALL NOT BE A DEBT OF THE STATE, AND SUCH BONDS AND
NOTES SHALL CONTAIN ON THE FACE THEREOF A STATEMENT TO SUCH EFFECT.
  2. EXCEPT AS MAY BE AUTHORIZED BY THE COUNTY PURSUANT TO SECTION SEVEN
OF ARTICLE SEVENTEEN OF THE STATE CONSTITUTION  AND  SECTION  THIRTY-SIX
HUNDRED  FORTY-SEVEN-H  OF THIS TITLE, THE COUNTY SHALL NOT BE LIABLE ON
THE BONDS OR NOTES OF THE CORPORATION AND SUCH BONDS OR NOTES SHALL  NOT
BE  A  DEBT OF THE COUNTY, AND SUCH BONDS AND NOTES SHALL CONTAIN ON THE

S. 5435--A                         19                         A. 7875--A

FACE THEREOF A STATEMENT TO SUCH EFFECT OR A  STATEMENT  DESCRIBING  THE
COUNTY LIABILITY THEREON, IF ANY.
  S  3647-K.  MONIES  OF  THE CORPORATION. ALL MONIES OF THE CORPORATION
FROM WHATEVER SOURCE DERIVED SHALL BE  PAID  TO  THE  TREASURER  OF  THE
CORPORATION  AND  SHALL BE DEPOSITED FORTHWITH IN A BANK OR BANKS DESIG-
NATED BY THE CORPORATION. THE MONIES IN SUCH ACCOUNTS SHALL BE PAID  OUT
OR  WITHDRAWN  ON THE ORDER OF SUCH PERSON OR PERSONS AS THE CORPORATION
MAY AUTHORIZE TO MAKE SUCH REQUISITIONS. ALL  DEPOSITS  OF  SUCH  MONIES
SHALL  BE SECURED BY OBLIGATIONS OF THE UNITED STATES OR OF THE STATE OR
OF ANY MUNICIPALITY OF A MARKET VALUE EQUAL AT ALL TIMES TO  THE  AMOUNT
ON DEPOSIT AND ALL BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH
SECURITY FOR SUCH DEPOSITS. ALTERNATIVELY, MONIES OF THE CORPORATION MAY
BE  DEPOSITED  IN  MONEY MARKET FUNDS RATED IN THE HIGHEST SHORT TERM OR
LONG TERM RATING CATEGORY BY AT LEAST ONE NATIONALLY  RECOGNIZED  RATING
AGENCY.    TO  THE EXTENT PRACTICABLE, CONSISTENT WITH THE CASH REQUIRE-
MENTS OF THE CORPORATION, ALL SUCH MONIES SHALL BE DEPOSITED IN INTEREST
BEARING ACCOUNTS. THE CORPORATION SHALL HAVE POWER, NOTWITHSTANDING  THE
PROVISIONS OF THIS SECTION, TO CONTRACT WITH THE HOLDERS OF ANY BONDS AS
TO  THE  CUSTODY,  COLLECTION,  SECURITY,  INVESTMENT AND PAYMENT OF ANY
MONIES OF THE CORPORATION OR ANY MONIES HELD IN TRUST OR  OTHERWISE  FOR
THE  PAYMENT OF BONDS OR ANY WAY TO SECURE BONDS, AND CARRY OUT ANY SUCH
CONTRACT NOTWITHSTANDING THAT SUCH CONTRACT MAY BE INCONSISTENT WITH THE
PROVISIONS OF THIS SECTION. MONIES HELD IN TRUST OR  OTHERWISE  FOR  THE
PAYMENT  OF  BONDS  OR  IN  ANY WAY TO SECURE BONDS AND DEPOSITS OF SUCH
MONIES MAY BE SECURED IN THE SAME MANNER AS MONIES  OF  THE  CORPORATION
AND  ALL  BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH SECURITY
FOR SUCH DEPOSITS. ANY MONIES OF THE CORPORATION NOT REQUIRED FOR  IMME-
DIATE  USE OR DISBURSEMENT MAY, AT THE DISCRETION OF THE CORPORATION, BE
INVESTED IN ACCORDANCE WITH GUIDELINES ESTABLISHED BY THE  CORPORATION'S
BOARD  AND  AMENDED  FROM  TIME TO TIME SUBJECT TO THE PROVISIONS OF ANY
CONTRACT WITH BONDHOLDERS AND WITH  THE  APPROVAL  OF  THE  STATE  COMP-
TROLLER. THE CORPORATION SHALL PRESCRIBE A SYSTEM OF ACCOUNTS.
  S  3647-L.  BONDS;  LEGAL INVESTMENT FOR FIDUCIARIES. THE BONDS OF THE
CORPORATION ARE HEREBY MADE SECURITIES IN WHICH ALL PUBLIC OFFICERS  AND
BODIES  OF THE STATE AND ALL MUNICIPALITIES, ALL INSURANCE COMPANIES AND
ASSOCIATIONS AND OTHER PERSONS CARRYING ON AN  INSURANCE  BUSINESS,  ALL
BANKS,  BANKERS, TRUST COMPANIES, SAVINGS BANKS AND SAVING ASSOCIATIONS,
INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN ASSOCIATIONS,
INVESTMENT COMPANIES AND OTHER PERSONS CARRYING ON A  BANKING  BUSINESS,
AND ADMINISTRATORS, GUARDIANS, EXECUTORS, TRUSTEES AND OTHER FIDUCIARIES
AND  ALL  OTHER  PERSONS  WHATSOEVER,  WHO  ARE  NOW OR MAY HEREAFTER BE
AUTHORIZED TO INVEST IN BONDS OR OTHER  OBLIGATIONS  OF  THE  STATE  MAY
PROPERLY  AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL OR
BELONGING TO THEM. THE BONDS ARE ALSO HEREBY MADE SECURITIES  WHICH  MAY
BE  DEPOSITED WITH AND MAY BE RECEIVED BY ALL PUBLIC OFFICERS AND BODIES
OF THE STATE AND ALL MUNICIPALITIES  FOR  ANY  PURPOSES  FOR  WHICH  THE
DEPOSIT  OF BONDS OR OTHER OBLIGATIONS OF THIS STATE IS NOW OR HEREAFTER
MAY BE AUTHORIZED.
  S 3647-M. AGREEMENT WITH STATE. THE STATE DOES HEREBY  PLEDGE  TO  AND
AGREE  WITH  THE HOLDERS OF ANY BONDS ISSUED BY THE CORPORATION PURSUANT
TO THIS TITLE AND WITH THOSE PERSONS  OR  PUBLIC  CORPORATIONS  WHO  MAY
ENTER  INTO CONTRACTS WITH THE CORPORATION PURSUANT TO THE PROVISIONS OF
THIS TITLE THAT THE STATE WILL NOT ALTER, LIMIT  OR  IMPAIR  THE  RIGHTS
HEREBY  VESTED  IN THE CORPORATION TO PURCHASE, CONSTRUCT, OWN AND OPER-
ATE, MAINTAIN, REPAIR,  IMPROVE,  RECONSTRUCT,  RENOVATE,  REHABILITATE,
ENLARGE,  INCREASE AND EXTEND, OR DISPOSE OF ANY PROJECT, OR ANY PART OR

S. 5435--A                         20                         A. 7875--A

PARTS THEREOF FOR WHICH BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED,
TO ESTABLISH AND COLLECT RATES, RENTS, FEES AND OTHER  CHARGES  REFERRED
TO  IN  THIS  TITLE, TO FULFILL THE TERMS OF ANY CONTRACTS OR AGREEMENTS
MADE  WITH OR FOR THE BENEFIT OF THE HOLDERS OF BONDS OR WITH ANY PERSON
OR PUBLIC CORPORATION WITH REFERENCE TO SUCH PROJECT OR PART THEREOF, OR
IN ANY WAY TO IMPAIR THE RIGHTS AND REMEDIES OF THE  HOLDERS  OF  BONDS,
UNTIL  THE  BONDS, TOGETHER WITH INTEREST THEREON, INCLUDING INTEREST ON
ANY UNPAID INSTALLMENTS OF INTEREST,  AND  ALL  COSTS  AND  EXPENSES  IN
CONNECTION  WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF OF THE HOLDERS
OF BONDS, ARE FULLY MET AND DISCHARGED  AND  SUCH  CONTRACTS  ARE  FULLY
PERFORMED  ON THE PART OF THE CORPORATION. THE CORPORATION IS AUTHORIZED
TO INCLUDE THIS PLEDGE AND AGREEMENT OF THE STATE IN ANY AGREEMENT  WITH
THE HOLDERS OF BONDS.
  S 3647-N. AGREEMENT WITH COUNTY. EXCEPT WHERE REQUIRED TO ACT PURSUANT
TO LAW, THE COUNTY IS AUTHORIZED TO PLEDGE TO AND AGREE WITH THE HOLDERS
OF  ANY  BONDS ISSUED BY THE CORPORATION PURSUANT TO THIS TITLE AND WITH
THOSE PERSONS OR PUBLIC CORPORATIONS WHO MAY ENTER INTO  CONTRACTS  WITH
THE CORPORATION PURSUANT TO THE PROVISIONS OF THIS TITLE THAT THE COUNTY
WILL  NOT  ALTER, LIMIT OR IMPAIR THE RIGHTS HEREBY VESTED IN THE CORPO-
RATION TO  PURCHASE,  CONSTRUCT,  OWN  AND  OPERATE,  MAINTAIN,  REPAIR,
IMPROVE,  RECONSTRUCT,  RENOVATE,  REHABILITATE,  ENLARGE,  INCREASE AND
EXTEND, OR DISPOSE OF ANY PROJECT, OR ANY PART  OR  PARTS  THEREOF,  FOR
WHICH  BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED, TO ESTABLISH AND
COLLECT RATES, RENTS, FEES AND OTHER CHARGES REFERRED TO IN THIS  TITLE,
TO  FULFILL  THE  TERMS  OF  ANY AGREEMENTS MADE WITH THE HOLDERS OF THE
BONDS OR WITH ANY PUBLIC CORPORATION OR PERSON WITH  REFERENCE  TO  SUCH
PROJECT OR PART THEREOF, OR IN ANY WAY IMPAIR THE RIGHTS AND REMEDIES OF
THE  HOLDERS  OF BONDS, UNTIL THE BONDS, TOGETHER WITH INTEREST THEREON,
INCLUDING INTEREST ON ANY UNPAID INSTALLMENTS OF INTEREST, AND ALL COSTS
AND EXPENSES IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF
OF THE HOLDERS OF BONDS, ARE FULLY MET AND DISCHARGED AND SUCH CONTRACTS
ARE FULLY PERFORMED ON THE PART OF THE CORPORATION.
  S 3647-O. EXEMPTION FROM TAXES AND CERTAIN FEES.  1.  THE  CORPORATION
SHALL NOT BE REQUIRED TO PAY ANY FEES, TAXES OR ASSESSMENTS OF ANY KIND,
EXCEPT  AS  PROVIDED  BY  THE PUBLIC HEALTH LAW, WHETHER STATE OR LOCAL,
INCLUDING BUT NOT LIMITED TO FEES OR TAXES ON REAL  PROPERTY,  FRANCHISE
TAXES,  SALES TAXES OR OTHER EXCISE TAXES, UPON ANY PROPERTY OWNED BY IT
OR UNDER ITS JURISDICTION, CONTROL OR SUPERVISION AND USED FOR A  PUBLIC
PURPOSE,  OR UPON THE USES THEREOF, OR UPON ITS ACTIVITIES IN THE OPERA-
TION AND MAINTENANCE OF ITS FACILITIES USED FOR A PUBLIC PURPOSE, OR ANY
REVENUES OR OTHER INCOME RECEIVED BY THE CORPORATION FROM PUBLIC PURPOSE
ACTIVITIES. THE FOREGOING SHALL NOT,  HOWEVER,  LIMIT  THE  COUNTY  FROM
RECEIVING  RENTALS,  FEES  OR OTHER CONSIDERATION PURSUANT TO AGREEMENTS
NEGOTIATED WITH THE CORPORATION. THE CORPORATION SHALL AT ALL  TIMES  BE
EXEMPT  FROM ANY FILING, MORTGAGE RECORDING OR TRANSFER FEES OR TAXES IN
RELATION TO INSTRUMENTS FILED, RECORDED OR TRANSFERRED BY IT OR  ON  ITS
BEHALF.  THE  CONSTRUCTION,  USE, OCCUPATION, LEASE OR POSSESSION OF ANY
PROPERTY OWNED BY THE CORPORATION OR THE COUNTY, INCLUDING  IMPROVEMENTS
THEREON,  BY  ANY  PERSON OR PUBLIC CORPORATION UNDER AGREEMENT WITH THE
CORPORATION OR THE COUNTY SHALL NOT OPERATE TO  ABROGATE  OR  LIMIT  THE
FOREGOING  EXEMPTION, NOTWITHSTANDING THAT THE LESSEE, USER, OCCUPANT OR
PERSON IN POSSESSION  SHALL  CLAIM  OWNERSHIP  FOR  FEDERAL  INCOME  TAX
PURPOSES.
  2.  ANY  BONDS  ISSUED PURSUANT TO THIS TITLE TOGETHER WITH THE INCOME
THEREFROM AS WELL AS THE PROPERTY OF THE CORPORATION SHALL AT ALL  TIMES
BE  EXEMPT  FROM  TAXES, EXCEPT FOR TRANSFER AND ESTATE TAXES. THE STATE

S. 5435--A                         21                         A. 7875--A

HEREBY COVENANTS WITH THE PURCHASERS AND WITH ALL SUBSEQUENT HOLDERS AND
TRANSFEREES OF BONDS ISSUED BY THE CORPORATION PURSUANT TO  THIS  TITLE,
IN  CONSIDERATION  OF  THE ACCEPTANCE OF AND PAYMENT FOR THE BONDS, THAT
THE  BONDS  OF  THE  CORPORATION  ISSUED  PURSUANT TO THIS TITLE AND THE
INCOME THEREFROM AND ALL REVENUES, MONIES, AND OTHER PROPERTY PLEDGED TO
SECURE THE PAYMENT OF SUCH BONDS SHALL AT ALL TIMES BE FREE  FROM  TAXA-
TION, EXCEPT FOR TRANSFER AND ESTATE TAXES.
  S  3647-P.  ACTIONS  AGAINST  CORPORATION.  1. EXCEPT IN AN ACTION FOR
WRONGFUL DEATH, NO ACTION OR SPECIAL PROCEEDING SHALL BE  PROSECUTED  OR
MAINTAINED  AGAINST  THE CORPORATION, ITS MEMBERS, OFFICERS OR EMPLOYEES
FOR PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL  PROPERTY  ALLEGED  TO
HAVE BEEN SUSTAINED BY REASON OF THE NEGLIGENCE, TORT OR WRONGFUL ACT OF
THE  CORPORATION  OR  OF ANY MEMBER, OFFICER, AGENT OR EMPLOYEE THEREOF,
UNLESS (A) NOTICE OF CLAIM SHALL HAVE BEEN  MADE  AND  SERVED  UPON  THE
CORPORATION  WITHIN THE TIME LIMIT SET BY AND IN COMPLIANCE WITH SECTION
FIFTY-E OF THE GENERAL MUNICIPAL LAW, (B) IT SHALL APPEAR BY AND  AS  AN
ALLEGATION  IN  THE COMPLAINT OR MOVING PAPERS THAT AT LEAST THIRTY DAYS
HAVE ELAPSED SINCE THE SERVICE OF SUCH NOTICE  AND  THAT  ADJUSTMENT  OR
PAYMENT THEREOF HAS BEEN NEGLECTED OR REFUSED, (C) THE ACTION OR SPECIAL
PROCEEDING  SHALL BE COMMENCED WITHIN ONE YEAR AND NINETY DAYS AFTER THE
HAPPENING OF THE EVENT UPON WHICH THE CLAIM IS BASED, AND (D) AN ACTION,
AGAINST THE CORPORATION  FOR  WRONGFUL  DEATH,  SHALL  BE  COMMENCED  IN
ACCORDANCE  WITH  THE  NOTICE OF CLAIM AND TIME LIMITATION PROVISIONS OF
TITLE ELEVEN OF ARTICLE NINE OF THIS CHAPTER.
  2. WHENEVER A NOTICE OF CLAIM IS SERVED UPON THE CORPORATION, IT SHALL
HAVE THE RIGHT TO DEMAND AN EXAMINATION OF THE CLAIMANT RELATIVE TO  THE
OCCURRENCE  AND  EXTENT  OF  THE  INJURIES OR DAMAGES FOR WHICH CLAIM IS
MADE, IN ACCORDANCE WITH THE PROVISIONS OF SECTION FIFTY-H OF THE GENER-
AL MUNICIPAL LAW.
  3. THE CORPORATION MAY REQUIRE ANY PERSON PRESENTING FOR SETTLEMENT AN
ACCOUNT OR CLAIM FOR ANY CAUSE WHATSOEVER AGAINST THE CORPORATION TO  BE
SWORN  BEFORE A DIRECTOR, COUNSEL OR AN ATTORNEY, OFFICER OR EMPLOYEE OF
THE CORPORATION DESIGNATED FOR SUCH PURPOSE, CONCERNING SUCH ACCOUNT  OR
CLAIM  AND,  WHEN SO SWORN, TO ANSWER ORALLY AS TO ANY FACTS RELATIVE TO
SUCH ACCOUNT OR CLAIM. THE CORPORATION SHALL HAVE  POWER  TO  SETTLE  OR
ADJUST ALL CLAIMS IN FAVOR OF OR AGAINST THE CORPORATION.
  4.  ANY ACTION OR PROCEEDING TO WHICH THE CORPORATION OR THE PEOPLE OF
THE STATE MAY BE PARTIES, IN WHICH ANY QUESTION ARISES AS TO THE VALIDI-
TY OF THIS TITLE, SHALL BE PREFERRED OVER  ALL  OTHER  CIVIL  CAUSES  OF
ACTION  OR  CASES,  EXCEPT  ELECTION  CAUSES  OF ACTION OR CASES, IN ALL
COURTS OF THE STATE AND SHALL BE HEARD AND DETERMINED IN  PREFERENCE  TO
ALL  OTHER  CIVIL BUSINESS PENDING THEREIN EXCEPT ELECTION CAUSES, IRRE-
SPECTIVE OF POSITION ON THE  CALENDAR.  THE  SAME  PREFERENCE  SHALL  BE
GRANTED UPON APPLICATION OF THE CORPORATION OR ITS COUNSEL IN ANY ACTION
OR PROCEEDING QUESTIONING THE VALIDITY OF THIS TITLE IN WHICH THE CORPO-
RATION  MAY  BE  ALLOWED  TO  INTERVENE. THE VENUE OF ANY SUCH ACTION OR
PROCEEDING SHALL BE LAID IN THE SUPREME COURT OF THE COUNTY.
  5. THE RATE OF INTEREST TO BE PAID BY THE CORPORATION UPON  ANY  JUDG-
MENT  FOR  WHICH IT IS LIABLE, OTHER THAN A JUDGMENT ON ITS BONDS, SHALL
BE THE RATE PRESCRIBED BY SECTION FIVE THOUSAND FOUR OF THE CIVIL  PRAC-
TICE LAW AND RULES. INTEREST ON PAYMENTS OF PRINCIPAL OR INTEREST ON ANY
BONDS  IN  DEFAULT SHALL ACCRUE AT THE RATE BORNE BY SUCH BONDS FROM THE
DUE DATE THEREOF UNTIL PAID OR OTHERWISE SATISFIED.
  6. ALL ACTIONS OR PROCEEDINGS  AGAINST  THE  CORPORATION  OF  WHATEVER
NATURE SHALL BE BROUGHT IN THE COUNTY.

S. 5435--A                         22                         A. 7875--A

  S  3647-Q.  AUDIT  AND  ANNUAL  REPORTS.  1.  IN  CONFORMITY  WITH THE
PROVISIONS OF SECTION FIVE OF  ARTICLE  TEN  OF  THE  CONSTITUTION,  THE
ACCOUNTS  OF  THE CORPORATION SHALL BE SUBJECT TO THE SUPERVISION OF THE
STATE COMPTROLLER AND AN ANNUAL AUDIT SHALL BE PERFORMED BY AN INDEPEND-
ENT  CERTIFIED  PUBLIC ACCOUNTANT. THE CORPORATION SHALL ANNUALLY SUBMIT
TO THE COUNTY LEGISLATURE, COUNTY  EXECUTIVE,  GOVERNOR  AND  THE  STATE
COMPTROLLER  AND  TO THE CHAIRPERSON OF THE SENATE FINANCE COMMITTEE AND
THE CHAIRPERSON OF THE ASSEMBLY WAYS  AND  MEANS  COMMITTEE  A  DETAILED
REPORT  PURSUANT  TO  THE  PROVISIONS OF SECTION TWENTY-EIGHT HUNDRED OF
THIS CHAPTER, AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK OF
THE COUNTY LEGISLATURE AND THE COUNTY EXECUTIVE.
  2. THE CORPORATION SHALL REPORT  ON  AN  ANNUAL  BASIS  THE  FOLLOWING
INFORMATION: THE NAME, PRINCIPAL BUSINESS ADDRESS AND PRINCIPAL BUSINESS
ACTIVITIES  OF EACH SUBSIDIARY OF THE CORPORATION; THE NAME OF ALL BOARD
MEMBERS AND OFFICERS OF EACH SUBSIDIARY; THE NUMBER OF EMPLOYEES OF EACH
SUBSIDIARY; A LIST OF ALL CONTRACTS IN EXCESS OF  ONE  HUNDRED  THOUSAND
DOLLARS ENTERED INTO BY THE CORPORATION AND ITS SUBSIDIARIES IDENTIFYING
THE  AMOUNT,  PURPOSE  AND  DURATION  OF  SUCH CONTRACT; AND A FINANCIAL
STATEMENT, INCOME STATEMENT, AND BALANCE SHEET PERFORMED BY AN INDEPEND-
ENT  CERTIFIED  PUBLIC  ACCOUNTANT  ALL  IN  ACCORDANCE  WITH  GENERALLY
ACCEPTED  ACCOUNTING  PRINCIPLES  OF  THE  CORPORATION  AND  EACH OF ITS
SUBSIDIARIES. AT THE TIME THE REPORTS REQUIRED  BY  SUBDIVISION  ONE  OF
THIS SECTION ARE SUBMITTED, SUCH REPORTS SHALL BE PROVIDED TO THE GOVER-
NOR,  THE SPEAKER OF THE ASSEMBLY, THE TEMPORARY PRESIDENT OF THE SENATE
AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK  OF  THE  COUNTY
LEGISLATURE AND THE COUNTY EXECUTIVE.
  S  3647-R.  DEFENSE  AND  INDEMNIFICATION.  THE  CORPORATION SHALL NOT
EXECUTE ANY OF ITS POWERS, INCLUDING THE SPECIAL  POWERS  AUTHORIZED  BY
SECTION  THIRTY-SIX  HUNDRED FORTY-SIX-F OF THIS TITLE, EXCEPT AS NECES-
SARY TO COMMENCE ITS CORPORATE EXISTENCE, UNTIL IT HAS ELECTED  TO  MAKE
THE PROVISIONS OF SECTION EIGHTEEN OF THE PUBLIC OFFICERS LAW APPLICABLE
TO  ITS  EMPLOYEES  (AS  SUCH TERM IS DEFINED IN SECTION EIGHTEEN OF THE
PUBLIC OFFICERS LAW)  PURSUANT  TO  SUBDIVISION  TWO  OF  SUCH  SECTION;
PROVIDED,  HOWEVER,  THAT NOTHING CONTAINED WITHIN THIS SECTION SHALL BE
DEEMED TO PERMIT THE CORPORATION TO EXTEND  THE  PROVISIONS  OF  SECTION
EIGHTEEN OF THE PUBLIC OFFICERS LAW UPON ANY INDEPENDENT CONTRACTOR.
  S  3647-S.  TRANSFER OF APPLICATIONS, PROCEEDINGS, LICENSES, APPROVALS
AND PERMITS. 1. ANY APPLICATION, REVIEW, PERMIT, LICENSE,  APPROVAL,  OR
PROCESS  IN  RELATION TO OR IN FURTHERANCE OF THE PURPOSES OF OR CONTEM-
PLATED BY THIS TITLE HERETOFORE FILED OR UNDERTAKEN, OR  ANY  PROCEEDING
HERETOFORE COMMENCED OR ANY DETERMINATION, FINDING OR AWARD MADE, BY THE
COUNTY  OR  BY THE COUNTY WITH THE FEDERAL GOVERNMENT, THE STATE DEPART-
MENT OF HEALTH OR ANY OTHER PUBLIC CORPORATION SHALL INURE  TO  AND  FOR
THE BENEFIT OF THE CORPORATION TO THE SAME EXTENT AND IN THE SAME MANNER
AS  IF  THE  CORPORATION  HAS  BEEN A PARTY TO SUCH APPLICATION, REVIEW,
PERMIT, LICENSE, APPROVAL, PROCESS, OR PROCEEDING  FROM  ITS  INCEPTION,
AND  THE  CORPORATION SHALL BE DEEMED A PARTY THERETO, TO THE EXTENT NOT
PROHIBITED BY FEDERAL LAW.   ANY  LICENSE,  APPROVAL,  PERMIT,  DETERMI-
NATION,  FINDING,  AWARD  OR  DECISION HERETOFORE OR HEREAFTER ISSUED OR
GRANTED PURSUANT TO OR AS A RESULT  OF  ANY  SUCH  APPLICATION,  REVIEW,
PROCESS  OR PROCEEDING SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE CORPORATION AND SHALL BE ASSIGNED AND TRANSFERRED BY THE  COUNTY  TO
THE  CORPORATION  UNLESS  SUCH  ASSIGNMENT AND TRANSFER IS PROHIBITED BY
FEDERAL LAW.
  2. ALL SUCH APPLICATIONS, PROCEEDINGS, LICENSES,  APPROVALS,  PERMITS,
DETERMINATIONS,  FINDINGS,  AWARDS  AND DECISIONS SHALL FURTHER INURE TO

S. 5435--A                         23                         A. 7875--A

AND FOR THE BENEFIT OF AND BE BINDING UPON ANY PERSON  LEASING,  ACQUIR-
ING, FINANCING, CONSTRUCTING, MAINTAINING, OPERATING, USING OR OCCUPYING
ANY  FACILITY  TRANSFERRED  BY THE COUNTY TO THE CORPORATION PURSUANT TO
THIS TITLE.
  S  3647-T.  SEPARABILITY. IF ANY CLAUSE, SENTENCE, PARAGRAPH, SECTION,
OR PART OF THIS TITLE SHALL BE ADJUDGED BY ANY COURT OF COMPETENT JURIS-
DICTION TO BE INVALID, SUCH JUDGMENT SHALL NOT AFFECT, IMPAIR OR INVALI-
DATE THE REMAINDER THEREOF, BUT SHALL BE CONFINED IN  ITS  OPERATION  TO
THE  CLAUSE,  SENTENCE,  PARAGRAPH, SECTION, OR PART THEREOF INVOLVED IN
THE CONTROVERSY IN WHICH SUCH JUDGMENT SHALL HAVE BEEN RENDERED.
  S 3647-U. APPLICABILITY OF LAWS. THE PROVISIONS OF THIS TITLE SHALL BE
SUBJECT TO THE PROVISIONS OF THE  CIVIL  PRACTICE  LAW  AND  RULES,  THE
PUBLIC  HEALTH LAW, THE MENTAL HYGIENE LAW, THE SOCIAL SERVICES LAW, THE
EDUCATION LAW AND ANY OTHER APPLICABLE LAW OR REGULATION, INCLUDING  ANY
AMENDMENT  THERETO;  PROVIDED,  HOWEVER  NOTHING  IN  THIS SECTION SHALL
REQUIRE THE COUNTY OR CORPORATION TO SEEK APPROVAL OR  CONSENT  FOR  ANY
TRANSFER PURSUANT TO SECTIONS THIRTY-SIX HUNDRED FORTY-SEVEN-G AND THIR-
TY-SIX  HUNDRED FORTY-SEVEN-S OF THIS TITLE; AND PROVIDED, FURTHER, THAT
THE CORPORATION SHALL NOT BE SUBJECT TO THE PROVISIONS OF TITLE  TEN  OF
ARTICLE NINE OF THIS CHAPTER.
  S 2. This act shall take effect immediately.

S5435B - Bill Details

See Assembly Version of this Bill:
A7875C
Current Committee:
Law Section:
Public Authorities Law
Laws Affected:
Add Art 10-C Title 7 §§3647 - 3647-u, Pub Auth L

S5435B - Bill Texts

view summary

Creates the Rockland Health Care Corporation and provides for the rights, powers, duties, and jurisdiction of such corporation.

view sponsor memo
BILL NUMBER:S5435B

TITLE OF BILL:
An act
to amend the public authorities law, in relation to
creating the Rockland health care
corporation and providing for rights, powers, duties and jurisdiction

PURPOSE OR GENERAL IDEA:
To authorize Rockland County to transfer
control and management of the Rockland County Nursing Home to a new
Rockland Health Care Corporation, a public benefit corporation
established for that purpose.

SUMMARY OF SPECIFIC PROVISIONS:
Amends Article 10-C of the Public
Authorities Law by adding a new title 7 to be known as the "Rockland
Health Care Corporation."

COMPOSITION OF THE CORPORATION:
The Corporation shall consist of the
facilities and operations in whole or in part of any facility,
operation or program of the County of Rockland, whether or not
specifically mandated by state law, which provide health care services.

TRANSFER OF PERSONNEL:
On the effective date of the transfer of the
facilities and operations of the County to the Corporation, officers
and employees employed in a department or agencies of the County
shall become officers and employees of the corporation with
equivalent offices, positions and employment an shall be deemed
public officers or public employees for all purposes.

There shall be no layoffs of any officers or employees of the
corporation which are a direct consequence of this legislation for
twenty-four months after the effective transfer date.

COLLECTIVE BARGAINING:
The Corporation shall recognize the existing
certified employee organizations for those employees transferred to
the corporation. The corporation shall be bound by all existing
collective bargaining agreements with such employee organizations.

BOARD OF DIRECTORS:
The Corporation shall have fifteen voting
directors. Eight directors shall be appointed by the Governor (3 from
recommendations submitted by the County Executive, 3 from
recommendations submitted by Chairperson of the County Legislature, 1
from recommendation of the Speaker of the Assembly and 1 from the
Temporary President of the Senate, three directors shall be appointed
by the County Executive for initial terms of two years and four shall
be appointed by the County Legislature for initial terms of three
years. There shall be three non-voting members of the board including
the chief executive officer of the corporation, one appointed by the
County Executive and one appointed by the County Legislature.


DEFENSE AND INDEMNIFICATION:
The Corporation shall not execute any of
its powers until it has elected indemnification coverage of its
employees pursuant to section 18 of the Public Officers Law.

JUSTIFICATION:
The Rockland County Executive and the County
Legislature have completed a financial and management assessment on
the Rockland
County Nursing Home and has determined that it would be beneficial to
County residents that it be transferred to a Public Benefit
Corporation. The County Legislature has requested a home rule
pursuant to Article 9 of the New York State Constitution. This
legislation would grant the authority to the County of Rockland to
create a public benefit corporation.

PRIOR LEGISLATIVE HISTORY:
New Bill.

FISCAL IMPLICATION FOR STATE AND LOCAL GOVERNMENTS:
None to the State.
Rockland County projects long term savings as a result of this
legislation.

EFFECTIVE DATE:
This act shall take effect immediately.

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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

    S. 5435--B                                            A. 7875--B

                       2011-2012 Regular Sessions

                      S E N A T E - A S S E M B L Y

                              May 20, 2011
                               ___________

IN  SENATE  --  Introduced  by  Sen.  CARLUCCI -- read twice and ordered
  printed, and when printed to be committed to the Committee  on  Corpo-
  rations,  Authorities  and  Commissions  -- committee discharged, bill
  amended, ordered reprinted as amended and recommitted to said  commit-
  tee  --  committee  discharged,  bill  amended,  ordered  reprinted as
  amended and recommitted to said committee

IN ASSEMBLY -- Introduced  by  M.  of  A.  JAFFEE,  ZEBROWSKI,  CALHOUN,
  RABBITT  --  read  once and referred to the Committee on Corporations,
  Authorities and Commissions --  committee  discharged,  bill  amended,
  ordered  reprinted  as  amended  and  recommitted to said committee --
  again reported from said committee with amendments, ordered  reprinted
  as amended and recommitted to said committee

AN  ACT to amend the public authorities law, in relation to creating the
  Rockland health care corporation and  providing  for  rights,  powers,
  duties and jurisdiction

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Article 10-C of the public authorities law  is  amended  by
adding a new title 7 to read as follows:
                                 TITLE 7
                    ROCKLAND HEALTH CARE CORPORATION
SECTION 3647.   SHORT TITLE.
        3647-A. LEGISLATIVE FINDINGS AND PURPOSE.
        3647-B. DEFINITIONS.
        3647-C. ROCKLAND HEALTH CARE CORPORATION.
        3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE.
        3647-E. GENERAL POWERS OF THE CORPORATION.
        3647-F. SPECIAL POWERS OF THE CORPORATION.
        3647-G. TRANSFER  OF  PROPERTY;  RELATIONSHIP  WITH  THE COUNTY;
                  CERTAIN GIFTS, LOANS AND GUARANTEES BY THE COUNTY.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11219-03-1

S. 5435--B                          2                         A. 7875--B

        3647-H. BONDS OR NOTES OF THE CORPORATION.
        3647-I. REMEDIES OF BONDHOLDERS.
        3647-J. STATE AND COUNTY NOT LIABLE ON CORPORATION BONDS.
        3647-K. MONIES OF THE CORPORATION.
        3647-L. BONDS; LEGAL INVESTMENT FOR FIDUCIARIES.
        3647-M. AGREEMENT WITH STATE.
        3647-N. AGREEMENT WITH COUNTY.
        3647-O. EXEMPTION FROM TAXES AND CERTAIN FEES.
        3647-P. ACTIONS AGAINST CORPORATION.
        3647-Q. AUDIT AND ANNUAL REPORTS.
        3647-R. DEFENSE AND INDEMNIFICATION.
        3647-S. TRANSFER   OF   APPLICATIONS,   PROCEEDINGS,   LICENSES,
                  APPROVALS AND PERMITS.
        3647-T. SEPARABILITY.
        3647-U. APPLICABILITY OF LAWS.
  S 3647. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND CITED AS THE "ROCK-
LAND HEALTH CARE CORPORATION ACT".
  S 3647-A. LEGISLATIVE FINDINGS AND  PURPOSE.  THE  LEGISLATURE  HEREBY
FINDS AND DECLARES AS FOLLOWS:
  1.  THE  NEEDS  OF  THE  RESIDENTS OF THE STATE OF NEW YORK AND OF THE
COUNTY OF ROCKLAND CAN BEST BE SERVED BY A  PUBLIC  BENEFIT  CORPORATION
HAVING  THE  LEGAL,  FINANCIAL  AND  MANAGERIAL FLEXIBILITY TO TAKE FULL
ADVANTAGE OF OPPORTUNITIES AND  CHALLENGES  PRESENTED  BY  THE  EVOLVING
HEALTH  CARE  ENVIRONMENT  AND TO TAKE WHATEVER ACTIONS ARE NECESSARY TO
ENABLE THE CORPORATION'S CONTINUATION AS  A  SYSTEM  THAT  PROVIDES  THE
FINEST POSSIBLE QUALITY OF HEALTH CARE CONSISTENT WITH COSTS.
  2.  IN  ORDER  TO  ACCOMPLISH  THE PURPOSES RECITED IN THIS SECTION TO
PROVIDE HEALTH CARE SERVICES AND HEALTH FACILITIES FOR  THE  BENEFIT  OF
THE  RESIDENTS  OF  THE  STATE  OF  NEW YORK AND THE COUNTY OF ROCKLAND,
INCLUDING TO PERSONS IN NEED OF HEALTH CARE SERVICES WITHOUT THE ABILITY
TO PAY AS REQUIRED BY LAW, A PUBLIC BENEFIT CORPORATION TO BE  KNOWN  AS
THE  ROCKLAND  HEALTH  CARE CORPORATION SHALL BE CREATED TO PROVIDE SUCH
SERVICES AND FACILITIES  AND  TO  CARRY  OUT  SUCH  PURPOSES;  THAT  THE
CREATION AND OPERATION OF THE ROCKLAND HEALTH CARE CORPORATION, AS HERE-
INAFTER  PROVIDED,  IS  IN ALL RESPECTS FOR THE BENEFIT OF THE PEOPLE OF
THE STATE OF NEW YORK AND OF THE COUNTY OF ROCKLAND,  AND  IS  A  STATE,
COUNTY  AND PUBLIC PURPOSE; AND THAT THE EXERCISE BY SUCH CORPORATION OF
THE FUNCTIONS, POWERS AND DUTIES AS HEREINAFTER PROVIDED CONSTITUTES THE
PERFORMANCE OF AN ESSENTIAL PUBLIC AND GOVERNMENTAL FUNCTION.
  S 3647-B. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS  A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
  1.  "BOARD"  SHALL  MEAN  THE BOARD OF DIRECTORS OF THE CORPORATION AS
ESTABLISHED BY SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-C OF THIS TITLE.
  2. "BONDS" SHALL MEAN THE BONDS, NOTES OR OTHER EVIDENCES  OF  INDEBT-
EDNESS  ISSUED  BY  THE  CORPORATION  PURSUANT  TO  THIS  TITLE  AND THE
PROVISIONS OF THIS TITLE RELATING TO BONDS AND BONDHOLDERS  SHALL  APPLY
WITH  EQUAL  FORCE  AND  EFFECT  TO NOTES AND NOTEHOLDERS, RESPECTIVELY,
UNLESS THE CONTEXT OTHERWISE CLEARLY REQUIRES.
  3. "CORPORATION" SHALL MEAN THE PUBLIC BENEFIT CORPORATION CREATED  BY
SECTION  THIRTY-SIX  HUNDRED  FORTY-SEVEN-C  OF THIS TITLE, KNOWN AS THE
ROCKLAND HEALTH CARE CORPORATION.
  4. "COUNTY" SHALL MEAN THE COUNTY OF ROCKLAND.
  5. "DEPARTMENT" SHALL MEAN THE DEPARTMENT OF HOSPITALS OF THE COUNTY.
  6. "DIRECTOR" SHALL MEAN A VOTING DIRECTOR  APPOINTED  TO  THE  CORPO-
RATION  PURSUANT  TO  SECTION  THIRTY-SIX  HUNDRED FORTY-SEVEN-C OF THIS
TITLE.

S. 5435--B                          3                         A. 7875--B

  7. "HEALTH FACILITY" SHALL MEAN A BUILDING, STRUCTURE OR UNIT  OR  ANY
IMPROVEMENT  TO REAL PROPERTY, INCLUDING ALL NECESSARY AND USUAL ATTEND-
ANT AND RELATED EQUIPMENT, FACILITIES OR FIXTURES, OR ANY PART OR  PARTS
THEREOF,  OR ANY COMBINATION OR COMBINATIONS THEREOF, INCLUDING, BUT NOT
LIMITED  TO, A GENERAL HOSPITAL, PSYCHIATRIC HOSPITAL, AMBULATORY CLINIC
OR CENTER, CHRONIC DISEASE HOSPITAL,  NURSING  HOME,  PHYSICAL,  MEDICAL
REHABILITATION  HOSPITAL,  LONG  TERM ACUTE CARE FACILITY, EXTENDED-CARE
FACILITY, DISPENSARY OR LABORATORY OR ANY OTHER RELATED FACILITY, OR ANY
COMBINATION  OF  THE  FOREGOING,  CONSTRUCTED,  ACQUIRED  OR   OTHERWISE
PROVIDED BY OR FOR THE USE OF THE CORPORATION OR THE COUNTY IN PROVIDING
HEALTH AND MEDICAL SERVICES TO THE PUBLIC.
  8.  "PROJECT"  SHALL  MEAN ANY HEALTH FACILITY, FACILITY, IMPROVEMENT,
BUILDING,  LAND,  RIGHTS  IN  LAND,  EQUIPMENT,  MACHINERY,   APPARATUS,
FURNISHINGS,  PROPERTY,  REAL  OR PERSONAL, CONTRACT RIGHT OR OPERATION,
THE PLANNING, DEVELOPMENT, FINANCING, ACQUISITION, CONSTRUCTION,  RECON-
STRUCTION,  REHABILITATION,  RENOVATION,  UNDERTAKING  OR MAINTENANCE OF
WHICH IS AUTHORIZED TO BE UNDERTAKEN IN WHOLE OR IN PART BY  THE  CORPO-
RATION  PURSUANT  TO THIS TITLE, INCLUDING BUT NOT LIMITED TO THE CORPO-
RATION'S ACQUISITION OF FACILITIES OR PROPERTY FROM THE COUNTY  PURSUANT
TO SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  S  3647-C.  ROCKLAND  HEALTH  CARE CORPORATION. 1. (A) THERE IS HEREBY
CREATED A STATE BOARD TO BE KNOWN AS THE  ROCKLAND  HEALTH  CARE  CORPO-
RATION WHICH SHALL BE A BODY CORPORATE AND POLITIC CONSTITUTING A PUBLIC
BENEFIT CORPORATION.
  (B)  THE  CORPORATION  SHALL  BE GOVERNED BY FIFTEEN VOTING DIRECTORS,
EIGHT OF WHOM SHALL BE APPOINTED BY THE GOVERNOR AS  PROVIDED  IN  PARA-
GRAPHS (C) AND (D) OF THIS SUBDIVISION, THREE OF WHOM SHALL BE APPOINTED
BY THE COUNTY EXECUTIVE FOR INITIAL TERMS OF TWO YEARS, AND FOUR OF WHOM
SHALL  BE APPOINTED BY THE COUNTY LEGISLATURE FOR INITIAL TERMS OF THREE
YEARS.
  (C) OF THE EIGHT DIRECTORS APPOINTED BY THE GOVERNOR, THREE  SHALL  BE
APPOINTED  UPON  THE RECOMMENDATION OF THE COUNTY EXECUTIVE, THREE SHALL
BE APPOINTED UPON THE RECOMMENDATION OF THE CHAIRPERSON  OF  THE  COUNTY
LEGISLATURE,  ONE,  WHO SHALL BE A RESIDENT OF ROCKLAND COUNTY, SHALL BE
APPOINTED UPON THE RECOMMENDATION OF THE SPEAKER  OF  THE  ASSEMBLY  AND
ONE, WHO SHALL BE A RESIDENT OF ROCKLAND COUNTY, SHALL BE APPOINTED UPON
THE RECOMMENDATION OF THE TEMPORARY PRESIDENT OF THE SENATE.
  (D)  OF  THE  DIRECTORS  FIRST APPOINTED BY THE GOVERNOR, THE DIRECTOR
APPOINTED UPON THE RECOMMENDATION OF  THE  TEMPORARY  PRESIDENT  OF  THE
SENATE, THE DIRECTOR APPOINTED UPON THE RECOMMENDATION OF THE SPEAKER OF
THE  ASSEMBLY, ONE OF THE DIRECTORS APPOINTED UPON THE RECOMMENDATION OF
THE COUNTY EXECUTIVE AND ONE OF THE DIRECTORS APPOINTED UPON THE  RECOM-
MENDATION  OF  THE MAJORITY LEADER OF THE COUNTY LEGISLATURE SHALL SERVE
FOR AN INITIAL TERM OF FOUR YEARS. THE REMAINING DIRECTORS APPOINTED  BY
THE  GOVERNOR  SHALL  SERVE  FOR AN INITIAL TERM OF TWO YEARS. FOLLOWING
THEIR INITIAL TERMS, DIRECTORS SHALL SERVE FOR A TERM OF FIVE YEARS.
  (E) EACH VOTING DIRECTOR SHOULD POSSESS A HIGH  DEGREE  OF  EXPERIENCE
AND  KNOWLEDGE  IN  RELEVANT FIELDS AND A HIGH DEGREE OF INTEREST IN THE
CORPORATION. THE APPOINTMENT OF ANY VOTING DIRECTOR TO  THE  CORPORATION
SHALL BE BASED IN PART ON THE OBJECTIVE OF ENSURING THAT THE CORPORATION
INCLUDES  DIVERSE AND BENEFICIAL PERSPECTIVES AND EXPERIENCE, INCLUDING,
BUT NOT LIMITED TO, THOSE OF BUSINESS MANAGEMENT, LAW, FINANCE,  MEDICAL
AND/OR  OTHER HEALTH PROFESSIONALS, ELDERLY CARE, HEALTH SECTOR WORKERS,
AND THE PATIENT OR CONSUMER PERSPECTIVE.
  (F) VACANCIES OCCURRING OTHERWISE THAN BY EXPIRATION OF TERM OF OFFICE
SHALL BE FILLED FOR THE UNEXPIRED  TERMS  IN  THE  MANNER  PROVIDED  FOR

S. 5435--B                          4                         A. 7875--B

ORIGINAL APPOINTMENT. ALL DIRECTORS AND NON-VOTING REPRESENTATIVES SHALL
CONTINUE  TO  HOLD  OFFICE UNTIL THEIR SUCCESSORS ARE APPOINTED AND HAVE
QUALIFIED. VACANCIES SHALL BE FILLED IN THE SAME MANNER AS PROVIDED  FOR
ORIGINAL  APPOINTMENT.  MEMBERS  MAY BE REMOVED FROM OFFICE BY THE BOARD
FOR INEFFICIENCY, NEGLECT OF DUTY OR MISCONDUCT  IN  OFFICE,  AFTER  THE
BOARD  HAS GIVEN SUCH MEMBER A COPY OF THE CHARGES AGAINST HIM OR HER OR
OPPORTUNITY TO BE HEARD IN PERSON OR BY COUNSEL IN HIS OR  HER  DEFENSE,
UPON NOT LESS THAN TEN DAYS NOTICE.
  2.   (A) THE VOTING DIRECTORS SHALL BY MAJORITY VOTE SELECT ONE OF THE
FIFTEEN VOTING DIRECTORS AS THE CHAIRPERSON OF  THE  BOARD.  THE  CHAIR-
PERSON  SHALL PRESIDE OVER ALL MEETINGS OF THE BOARD AND SHALL HAVE SUCH
OTHER DUTIES AS THE VOTING DIRECTORS MAY DIRECT.
  (B) THE VOTING DIRECTORS OF THE CORPORATION SHALL RECEIVE  NO  COMPEN-
SATION  FOR  THEIR  SERVICES,  BUT  MAY  BE  REIMBURSED FOR THEIR ACTUAL
REASONABLE EXPENSES.
  (C) THE POWERS OF THE CORPORATION SHALL BE  VESTED  IN  AND  SHALL  BE
EXERCISED  BY THE BOARD AT A MEETING DULY CALLED AND HELD WHERE A QUORUM
OF EIGHT VOTING DIRECTORS IS PRESENT. NO ACTION SHALL BE  TAKEN  BY  THE
BOARD  OF  DIRECTORS  EXCEPT  PURSUANT TO THE FAVORABLE VOTE OF AT LEAST
EIGHT VOTING DIRECTORS PRESENT AT A MEETING  AT  WHICH  SUCH  ACTION  IS
TAKEN.
  3.  THERE SHALL BE THREE NON-VOTING REPRESENTATIVES ON THE BOARD WHICH
SHALL INCLUDE THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION AS SELECTED
BY THE BOARD OF DIRECTORS PURSUANT TO SUBDIVISION FOUR OF THIS  SECTION,
ONE  REPRESENTATIVE  SELECTED BY THE COUNTY EXECUTIVE, AND ONE REPRESEN-
TATIVE SELECTED BY THE COUNTY LEGISLATURE.  SUCH  REPRESENTATIVES  SHALL
HAVE ALL OF THE RIGHTS AND POWERS OF THE VOTING DIRECTORS OTHER THAN THE
RIGHT  AND  POWER  TO  VOTE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO
EQUAL ACCESS TO INFORMATION.
  4. THE BOARD OF DIRECTORS SHALL SELECT AND SHALL DETERMINE THE  SALARY
AND  BENEFITS  OF  THE  CHIEF  EXECUTIVE OFFICER OF THE CORPORATION. THE
CHIEF EXECUTIVE OFFICER SHALL SERVE AT THE  PLEASURE  OF  THE  BOARD  OF
DIRECTORS PROVIDED, HOWEVER, THAT REMOVAL WITHOUT CAUSE SHALL NOT PREJU-
DICE THE CONTRACT RIGHTS, IF ANY, OF THE CHIEF EXECUTIVE OFFICER.
  5.  NOTWITHSTANDING ANY INCONSISTENT PROVISION OF ANY GENERAL, SPECIAL
OR LOCAL LAW, ORDINANCE, RESOLUTION OR CHARTER, NO  OFFICER,  MEMBER  OR
EMPLOYEE  OF THE STATE OR OF ANY PUBLIC CORPORATION SHALL FORFEIT HIS OR
HER OFFICE OR EMPLOYMENT BY REASON OF HIS OR HER ACCEPTANCE OF  APPOINT-
MENT  AS A VOTING DIRECTOR, NON-VOTING DIRECTOR, OFFICER, OR EMPLOYEE OF
THE CORPORATION, NOR SHALL SERVICE AS SUCH A VOTING DIRECTOR, NON-VOTING
DIRECTOR, OFFICER OR EMPLOYEE BE DEEMED INCOMPATIBLE OR IN CONFLICT WITH
SUCH OFFICE, OR EMPLOYMENT, PROVIDED, HOWEVER, THAT  NO  PUBLIC  OFFICER
ELECTED  TO  HIS  OR HER OFFICE PURSUANT TO THE LAWS OF THE STATE OR ANY
MUNICIPALITY THEREOF MAY SERVE AS A MEMBER OF THE GOVERNING BODY OF  THE
CORPORATION DURING HIS OR HER TERM OF OFFICE.
  6.  THE  CORPORATION  AND ITS CORPORATE EXISTENCE SHALL CONTINUE UNTIL
TERMINATED BY LAW, PROVIDED, HOWEVER, THAT  NO  SUCH  TERMINATION  SHALL
TAKE  EFFECT  SO LONG AS THE CORPORATION SHALL HAVE BONDS OR OTHER OBLI-
GATIONS OUTSTANDING, UNLESS ADEQUATE PROVISION HAS  BEEN  MADE  FOR  THE
PAYMENT  OR  SATISFACTION  THEREOF. UPON TERMINATION OF THE EXISTENCE OF
THE CORPORATION, ALL OF THE RIGHTS AND  PROPERTIES  OF  THE  CORPORATION
THEN  REMAINING  SHALL  PASS TO AND VEST IN THE COUNTY IN SUCH MANNER AS
PRESCRIBED BY LAW.
  7. CONTRACTS FOR PUBLIC WORKS OR PURCHASES TO WHICH THE CORPORATION IS
A PARTY SHALL BE SUBJECT TO THE PROVISIONS  OF  ARTICLE  FIVE-A  OF  THE
GENERAL  MUNICIPAL LAW EXCEPT AS PROVIDED IN SUBDIVISIONS EIGHT AND NINE

S. 5435--B                          5                         A. 7875--B

OF THIS SECTION PROVIDED, HOWEVER, THAT ANY PROCUREMENT  LAWS  CURRENTLY
APPLICABLE TO THE COUNTY BY VIRTUE OF ITS OWNERSHIP OF ANY HEALTH FACIL-
ITY  TRANSFERRED TO THE CORPORATION SHALL ALSO APPLY TO THE CORPORATION.
IN  ADDITION TO THE PROCEDURES PRESCRIBED UNDER SECTION ONE HUNDRED FOUR
OF THE GENERAL MUNICIPAL LAW FOR THE UTILIZATION OF THE TERMS  OF  STATE
CONTRACTS, THE CORPORATION MAY UTILIZE THE TERMS OF A FEDERAL GOVERNMENT
GENERAL  SERVICES  CONTRACT  WHERE THE TERMS ARE TO THE ADVANTAGE OF THE
CORPORATION AND HAVE BEEN OFFERED TO THE CORPORATION BY THE  CONTRACTOR.
WHEN  BIDS  HAVE  ALREADY  BEEN RECEIVED BY THE CORPORATION, NO PURCHASE
UNDER A FEDERAL GOVERNMENT  GENERAL  SERVICES  CONTRACT  SHALL  BE  MADE
UNLESS  THE  PURCHASE  MAY  BE  MADE UPON THE SAME TERMS, CONDITIONS AND
SPECIFICATIONS AT A LOWER PRICE THROUGH SUCH CONTRACTOR.
  8. IT IS THE INTENT OF THE LEGISLATURE THAT OVERALL COST SHOULD IN ALL
CASES BE A MAJOR CRITERION IN THE SELECTION OF  PROJECT  DEVELOPERS  FOR
AWARD  OF  CONTRACTS PURSUANT TO THIS SECTION AND THAT, WHEREVER PRACTI-
CAL, SUCH CONTRACTS SHOULD BE ENTERED INTO PURSUANT TO THE PROVISIONS OF
SECTIONS ONE HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL  MUNICIPAL
LAW.  IT  IS  FURTHER  THE  INTENT OF THE LEGISLATURE TO ACKNOWLEDGE THE
HIGHLY COMPLEX AND INNOVATIVE NATURE OF MEDICAL  TECHNOLOGY,  DIAGNOSTIC
AND  TREATMENT  DEVICES,  THE  RELATIVE NEWNESS OF A VARIETY OF DEVICES,
PROCESSES AND PROCEDURES NOW AVAILABLE, THE  DESIRABILITY  OF  A  SINGLE
POINT  OF  RESPONSIBILITY  FOR  THE DEVELOPMENT OF MEDICAL TREATMENT AND
DIAGNOSTIC  FACILITIES  AND  THE  ECONOMIC  AND  TECHNICAL  UTILITY   OF
CONTRACTS  FOR  MEDICAL  PROJECTS  WHICH  INCLUDE IN THEIR SCOPE VARIOUS
COMBINATIONS OF DESIGN, CONSTRUCTION, OPERATION, MANAGEMENT AND/OR MAIN-
TENANCE RESPONSIBILITY OVER PROLONGED PERIODS OF TIME AND THAT  IN  SOME
INSTANCES  IT  MAY  BE BENEFICIAL TO THE CORPORATION TO AWARD A CONTRACT
FOR A MEDICAL PROJECT ON THE BASIS OF FACTORS OTHER  THAN  CAPITAL  COST
ALONE, INCLUDING BUT NOT LIMITED TO FACILITY DESIGN, SYSTEM RELIABILITY,
EFFICIENCY, SAFETY, ESTIMATED COMPLETION TIME, LONG-TERM OPERATING COSTS
AND COMPATIBILITY WITH OTHER ELEMENTS OF PATIENT CARE.  ACCORDINGLY, AND
NOTWITHSTANDING  THE  PROVISIONS OF ANY GENERAL, SPECIAL OR LOCAL LAW OR
CHAPTER, A CONTRACT FOR A  MEDICAL  PROJECT  ENTERED  INTO  BETWEEN  THE
CORPORATION  AND  ANY  PROJECT DEVELOPER PURSUANT TO THIS SECTION MAY BE
AWARDED PURSUANT TO PUBLIC  BIDDING  IN  COMPLIANCE  WITH  SECTIONS  ONE
HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL MUNICIPAL LAW OR PURSU-
ANT  TO  THE  FOLLOWING  PROVISIONS FOR THE AWARD OF A CONTRACT BASED ON
EVALUATION OF PROPOSALS SUBMITTED IN RESPONSE TO A REQUEST FOR PROPOSALS
PREPARED BY OR FOR THE CORPORATION:
  (A) THE CORPORATION SHALL REQUIRE THAT EACH PROPOSAL TO  BE  SUBMITTED
BY A PROJECT DEVELOPER SHALL INCLUDE:
  (1)  INFORMATION  RELATING  TO  THE  EXPERIENCE  AND  EXPERTISE OF THE
PROJECT DEVELOPER ON THE BASIS OF WHICH SAID PROJECT DEVELOPER  PURPORTS
TO  BE  QUALIFIED TO CARRY OUT ALL WORK REQUIRED BY A PROPOSED CONTRACT;
THE ABILITY OF THE PROJECT DEVELOPER TO SECURE ADEQUATE  FINANCING;  AND
PROPOSALS  FOR  PROJECT  STAFFING, IMPLEMENTATION OF WORK TASKS, AND THE
CARRYING OUT OF ALL RESPONSIBILITIES BY A PROPOSED CONTRACT;
  (2) A PROPOSAL CLEARLY IDENTIFYING AND SPECIFYING ALL ELEMENTS OF COST
WHICH WOULD BECOME CHARGES TO THE  CORPORATION,  IN  WHATEVER  FORM,  IN
RETURN  FOR  THE FULFILLMENT BY THE PROJECT DEVELOPER FOR THE FULL LIFE-
TIME OF A PROPOSED CONTRACT, INCLUDING, AS APPROPRIATE, BUT NOT  LIMITED
TO  THE  COST  OF  PLANNING, DESIGN, CONSTRUCTION, OPERATION, MANAGEMENT
AND/OR MAINTENANCE OF ANY FACILITY, AND CLEARLY IDENTIFYING AND SPECIFY-
ING ALL ELEMENTS OF REVENUE WHICH WOULD ACCRUE TO THE  CORPORATION  FROM
THE  OPERATION  OF  THE  FACILITY;  OR  DEVICE OR FROM ANY OTHER SOURCE;
PROVIDED, THAT THE CORPORATION MAY PRESCRIBE THE  FORM  AND  CONTENT  OF

S. 5435--B                          6                         A. 7875--B

SUCH  PROPOSAL AND THAT, IN ANY EVENT, THE PROJECT DEVELOPER MUST SUBMIT
SUFFICIENTLY DETAILED INFORMATION TO PERMIT A FAIR AND EQUITABLE  EVALU-
ATION  BY  THE CORPORATION OF SUCH PROPOSAL; AND PROVIDED, FURTHER, THAT
THE CORPORATION MAY SET MAXIMUM ALLOWABLE COST LIMITS IN ANY FORM IN THE
REQUEST FOR PROPOSALS; AND
  (3)  SUCH OTHER INFORMATION AS THE CORPORATION MAY DETERMINE TO HAVE A
MATERIAL BEARING ON ITS ABILITY TO EVALUATE ANY PROPOSAL  IN  ACCORDANCE
WITH THIS PARAGRAPH.
  (B)  PRIOR TO THE ISSUANCE OF A REQUEST FOR PROPOSALS PURSUANT TO THIS
PARAGRAPH, THE CORPORATION SHALL PUBLISH NOTICE OF SUCH ISSUANCE  IN  AT
LEAST ONE NEWSPAPER OF GENERAL CIRCULATION. CONCURRENT WITH THE PUBLICA-
TION  OF  SUCH  NOTICE A DRAFT REQUEST FOR PROPOSALS SHALL BE FILED WITH
THE COUNTY COMMISSIONER OF HEALTH.
  (C) PROPOSALS RECEIVED IN RESPONSE TO SUCH REQUEST FOR PROPOSALS SHALL
BE EVALUATED BY THE CORPORATION AS TO NET CAPITAL  COST  OR,  IF  A  NET
REVENUE  IS  PROJECTED,  NET  REVENUE,  AND  IN A MANNER CONSISTENT WITH
PROVISIONS SET FORTH IN THE REQUEST FOR PROPOSALS, AND MAY BE  EVALUATED
ON  THE  BASIS  OF  ADDITIONAL FACTORS, INCLUDING BUT NOT LIMITED TO THE
TECHNICAL EVALUATION OF THE MEDICAL PROJECT INCLUDING MEDICAL  FACILITY,
FACILITY  DESIGN,  SYSTEM  RELIABILITY, ENERGY BALANCE, ANNUAL OPERATING
COST, ESTIMATED COMPLETION TIME AND EFFICIENCY.  THE EVALUATION OF  SUCH
PROPOSALS  AND  THE  DETERMINATION  OF  WHETHER  A  PROJECT DEVELOPER IS
"RESPONSIBLE" MAY INCLUDE, BUT SHALL NOT BE LIMITED  TO,  CONSIDERATION,
IN  A  MANNER  CONSISTENT  WITH  PROVISIONS SET FORTH IN THE REQUEST FOR
PROPOSALS, THE RECORD OF THE PROJECT DEVELOPER IN COMPLYING WITH  EXIST-
ING LABOR STANDARDS AND RECOGNIZING STATE AND FEDERALLY APPROVED APPREN-
TICE  TRAINING PROGRAMS, AND THE WILLINGNESS OF THE PROJECT DEVELOPER TO
PROVIDE FOR MEANINGFUL PARTICIPATION OF WOMEN AND MINORITY GROUP PERSONS
AND BUSINESS ENTERPRISES IN THE CONDUCT OF THE WORK;
  (D) THE CORPORATION MAY MAKE  A  CONTRACT  AWARD  TO  ANY  RESPONSIBLE
PROJECT DEVELOPER SELECTED PURSUANT TO PARAGRAPH (A) OF THIS SUBDIVISION
BASED  ON  A DETERMINATION BY THE CORPORATION THAT THE SELECTED PROPOSAL
IS MOST RESPONSIVE TO THE REQUEST FOR PROPOSALS AND MAY  NEGOTIATE  WITH
ANY  PROJECT  DEVELOPER, PROVIDED, HOWEVER, THAT IF ANY AWARD IS MADE TO
ANY PROJECT DEVELOPER WHOSE TOTAL PROPOSAL DOES NOT PROVIDE  EITHER  THE
LOWEST  NET  COST,  OR  IF  A NET REVENUE IS PROJECTED, THE GREATEST NET
REVENUE, OF ANY PROPOSAL RECEIVED, THE CORPORATION SHALL ADOPT A  RESOL-
UTION  WHICH INCLUDES PARTICULARIZED FINDINGS RELEVANT TO FACTORS PURSU-
ANT TO SUCH PARAGRAPH INDICATING THAT THE CORPORATION'S REQUIREMENTS ARE
MET BY SUCH AWARD AND THAT SUCH ACTION IS IN THE PUBLIC INTEREST.
  (E) WHENEVER THE CORPORATION ENTERS INTO A CONTRACT PURSUANT  TO  THIS
SECTION   FOR   A  MEDICAL  PROJECT  WHICH  INVOLVES  CONSTRUCTION,  THE
PROVISIONS OF SECTION TWO HUNDRED TWENTY  OF  THE  LABOR  LAW  SHALL  BE
APPLICABLE TO SUCH CONSTRUCTION WORK.
  9.  EVERY  CONTRACT ENTERED INTO BETWEEN THE CORPORATION AND A PROJECT
DEVELOPER, PURSUANT TO THE PROVISIONS OF PARAGRAPH  (D)  OF  SUBDIVISION
EIGHT OF THIS SECTION, FOR A MEDICAL PROJECT INVOLVING CONSTRUCTION OF A
MEDICAL BUILDING BY THE PROJECT DEVELOPER, SHALL CONTAIN PROVISIONS THAT
SUCH  BUILDING  SHALL  BE  CONSTRUCTED  THROUGH  CONSTRUCTION  CONTRACTS
AWARDED THROUGH COMPETITIVE BIDDING IN ACCORDANCE  WITH  PARAGRAPHS  (A)
THROUGH  (G)  OF  THIS  SUBDIVISION;  THAT  THE PROJECT DEVELOPER OR THE
PROJECT DEVELOPER'S CONSTRUCTION  SUBCONTRACTOR  SHALL  FURNISH  A  BOND
GUARANTEEING  PROMPT  PAYMENT  OF  MONEYS  THAT  ARE  DUE TO ALL PERSONS
FURNISHING LABOR AND MATERIALS PURSUANT  TO  THE  REQUIREMENTS  OF  SUCH
CONSTRUCTION  CONTRACTS,  AND  THAT A COPY OF SUCH PAYMENT BOND SHALL BE
KEPT BY  THE  CORPORATION  AND  SHALL  BE  OPEN  TO  PUBLIC  INSPECTION;

S. 5435--B                          7                         A. 7875--B

PROVIDED,  HOWEVER,  THAT THE REQUIREMENTS OF THIS SUBDIVISION SHALL NOT
APPLY WHEN THE COST OF A CONSTRUCTION PROJECT IS LESS THAN  ONE  MILLION
DOLLARS.
  (A)   THE   PROJECT  DEVELOPER  SHALL  ADVERTISE  FOR  BIDS  FOR  SUCH
CONSTRUCTION CONTRACTS IN A DAILY NEWSPAPER HAVING  GENERAL  CIRCULATION
IN  THE COUNTY. SUCH ADVERTISEMENT SHALL CONTAIN A STATEMENT OF THE TIME
AND PLACE WHERE ALL BIDS  RECEIVED  PURSUANT  TO  SUCH  NOTICE  WILL  BE
PUBLICLY OPENED AND READ. AN EMPLOYEE OF THE CORPORATION SHALL BE DESIG-
NATED  TO  OPEN  THE BIDS AT THE TIME AND PLACE SPECIFIED IN THE NOTICE.
ALL BIDS RECEIVED SHALL BE PUBLICLY OPENED AND  READ  AT  THE  TIME  AND
PLACE SO SPECIFIED. AT LEAST FIVE DAYS SHALL ELAPSE BETWEEN THE PUBLICA-
TION OF SUCH ADVERTISEMENT AND DATE ON WHICH THE BIDS ARE OPENED.
  (B)  WHEN  THE ENTIRE COST OF CONSTRUCTING SUCH BUILDING, EXCLUSIVE OF
ANY MEDICAL EQUIPMENT, APPARATUS OR DEVICES, SHALL  EXCEED  ONE  MILLION
DOLLARS, THE PROJECT DEVELOPER SHALL PREPARE SEPARATE SPECIFICATIONS FOR
THE  FOLLOWING  SUBDIVISIONS  OF SUCH WORK, SO AS TO PERMIT SEPARATE AND
INDEPENDENT BIDDING UPON EACH SUBDIVISION:
  (1) PLUMBING AND GAS FITTINGS;
  (2) STEAM HEATING, HOT WATER HEATING, VENTILATING AND AIR CONDITIONING
APPARATUS; AND
  (3) ELECTRIC WIRING AND STANDARD ILLUMINATING FIXTURES.
  (C) AFTER PUBLIC COMPETITIVE  BIDDING,  THE  PROJECT  DEVELOPER  SHALL
AWARD  ONE OR MORE SEPARATE CONTRACTS FOR EACH OF THE ABOVE SUBDIVISIONS
OF SUCH WORK, WHENEVER SEPARATE SPECIFICATIONS ARE REQUIRED PURSUANT  TO
PARAGRAPH  (B)  OF  THIS  SUBDIVISION, AND ONE OR MORE CONTRACTS FOR THE
REMAINDER OF SUCH WORK. THE PROJECT DEVELOPER MAY AWARD  SUCH  CONTRACTS
AT  DIFFERENT  TIMES. CONTRACTS AWARDED PURSUANT TO THIS PARAGRAPH SHALL
BE AWARDED BY THE  PROJECT  DEVELOPER  TO  THE  LOWEST  RESPONSIBLE  AND
RESPONSIVE  BIDDER  AND  SHALL BE CONTRACTS OF THE PROJECT DEVELOPER AND
NOT OF THE CORPORATION WHICH SHALL HAVE NO  OBLIGATION  OR  LIABILITIES,
WHATSOEVER,  THEREUNDER.  THE PROJECT DEVELOPER SHALL HAVE THE RESPONSI-
BILITY FOR  THE  SUPERVISION,  COORDINATION,  AND  TERMINATION  OF  SUCH
CONTRACTS,  UNLESS  OTHERWISE SPECIFIED IN CONTRACTUAL TERMS BETWEEN THE
PROJECT DEVELOPER AND THE CORPORATION.
  (D) IN DETERMINING WHETHER A PROSPECTIVE CONTRACTOR IS RESPONSIBLE AND
RESPONSIVE, THE PROJECT DEVELOPER MAY REQUIRE THAT PROSPECTIVE  CONTRAC-
TORS:
  (1)  HAVE  ADEQUATE  FINANCIAL RESOURCES OR THE ABILITY TO OBTAIN SUCH
RESOURCES;
  (2) BE ABLE TO COMPLY  WITH  THE  REQUIRED  OR  PROPOSED  DELIVERY  OR
PERFORMANCE SCHEDULE;
  (3) HAVE A SATISFACTORY RECORD OF PERFORMANCE;
  (4) HAVE THE NECESSARY ORGANIZATION, EXPERIENCE, OPERATIONAL CONTROLS,
AND TECHNICAL SKILLS, OR THE ABILITY TO OBTAIN THEM;
  (5)  HAVE  THE NECESSARY PRODUCTION, CONSTRUCTION AND TECHNICAL EQUIP-
MENT AND FACILITIES, OR THE ABILITY TO OBTAIN THEM; AND
  (6) BE ELIGIBLE TO RECEIVE AN AWARD UNDER  APPLICABLE  LAW  AND  REGU-
LATIONS AND BE OTHERWISE QUALIFIED.
  (E)  THE  PROJECT DEVELOPER MAY REJECT ANY BID FROM A BIDDER WHICH THE
PROJECT DEVELOPER DETERMINES TO BE NON-RESPONSIBLE OR NON-RESPONSIVE  TO
THE ADVERTISEMENT FOR BIDS.
  (F) THE PROJECT DEVELOPER MAY, IN ITS DISCRETION, REJECT ALL BIDS, AND
MAY  REVISE BID SPECIFICATIONS AND MAY RE-ADVERTISE FOR BIDS AS PROVIDED
HEREIN.
  (G) ONLY AS USED IN THIS SECTION:

S. 5435--B                          8                         A. 7875--B

  (1) "PROJECT DEVELOPER" MEANS ANY  PRIVATE  CORPORATION,  PARTNERSHIP,
LIMITED  LIABILITY  COMPANY, OR INDIVIDUAL, OR COMBINATION THEREOF WHICH
HAS SUBMITTED A PROPOSAL IN RESPONSE TO A REQUEST FOR PROPOSALS;
  (2)  "CONSTRUCTION"  SHALL  INCLUDE  RECONSTRUCTION, REHABILITATION OR
IMPROVEMENT EXCLUSIVE OF THE INSTALLATION AND ASSEMBLY  OF  ANY  MEDICAL
EQUIPMENT, APPARATUS OR DEVICE;
  (3)  "MEDICAL  BUILDING"  MEANS  THAT  COMPONENT  OF A MEDICAL PROJECT
CONSTITUTING APPURTENANT STRUCTURES OR FACILITIES NECESSARY TO HOUSE  OR
RENDER  THE  REMAINING  COMPONENTS  OF  THE MEDICAL PROJECT OPERATIONAL.
MEDICAL  BUILDING  SHALL  NOT  INCLUDE  APPARATUS,  EQUIPMENT,  DEVICES,
SYSTEMS, SUPPLIES OR ANY COMBINATION THEREOF; AND
  (4)  "MEDICAL PROJECT" MEANS ANY SUBSTANTIAL DURABLE APPARATUS, EQUIP-
MENT, DEVICE OR SYSTEM, OR ANY COMBINATION OF THE  FOREGOING,  INCLUDING
SERVICES  NECESSARY TO INSTALL, ERECT, OR ASSEMBLE THE FOREGOING AND ANY
APPURTENANT STRUCTURES OR FACILITIES NECESSARY TO HOUSE  OR  RENDER  THE
FOREGOING  OPERATIONAL, TO BE USED FOR THE PURPOSE OF CARE, TREATMENT OR
DIAGNOSIS OF DISEASE OR INJURY OR THE RELIEF OF PAIN  AND  SUFFERING  OF
SICK  OR  INJURED PERSONS.   MEDICAL PROJECTS SHALL NOT INCLUDE ORDINARY
SUPPLIES AND EQUIPMENT EXPENDED OR UTILIZED IN THE  CUSTOMARY  CARE  AND
TREATMENT OF PATIENTS.
  10.  (A)  FOR  PURPOSES OF APPLYING SECTION EIGHTY-SEVEN OF THE PUBLIC
OFFICERS LAW, TO THE CORPORATION, THE TERM "TRADE SECRETS" SHALL INCLUDE
MARKETING STRATEGY OR STRATEGIC MARKETING PLANS,  ANALYSES,  EVALUATIONS
AND PRICING STRATEGIES OR PRICING COMMITMENTS OF THE CORPORATION, RELAT-
ING TO THE BUSINESS DEVELOPMENT, WHICH, IF DISCLOSED, WOULD BE LIKELY TO
INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  (B)  IN  ADDITION TO THE MATTERS LISTED IN SECTION ONE HUNDRED FIVE OF
THE PUBLIC OFFICERS  LAW,  THE  CORPORATION  MAY  CONDUCT  AN  EXECUTIVE
SESSION  FOR  THE PURPOSE OF CONSIDERING MARKETING STRATEGY OR STRATEGIC
MARKETING PLANS, ANALYSES, EVALUATIONS AND  PRICING  STRATEGIES  OF  THE
CORPORATION,  RELATING  TO  BUSINESS  DEVELOPMENT,  WHICH, IF DISCLOSED,
WOULD BE LIKELY TO INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  S 3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE. 1. (A) ON
THE EFFECTIVE DATE OF THE TRANSFER OF THE FACILITIES AND  OPERATIONS  OF
THE COUNTY TO THE CORPORATION PURSUANT TO AN AGREEMENT BETWEEN THE COUN-
TY AND THE CORPORATION AS AUTHORIZED IN THIS TITLE, OFFICERS AND EMPLOY-
EES  EMPLOYED IN A DEPARTMENT OR AGENCY OF THE COUNTY SHALL BECOME OFFI-
CERS AND EMPLOYEES OF THE CORPORATION WITH EQUIVALENT OFFICES, POSITIONS
AND EMPLOYMENT THEREWITH AND SHALL BE DEEMED PUBLIC OFFICERS  OR  PUBLIC
EMPLOYEES FOR ALL PURPOSES.
  (B)  IN ACCORDANCE WITH THE PROVISIONS OF SECTION SEVENTY OF THE CIVIL
SERVICE LAW, FOR A PERIOD NOT TO  EXTEND  BEYOND  SIX  MONTHS  FROM  THE
EFFECTIVE  DATE  OF THE TRANSFER OF ANY FACILITIES AND OPERATIONS OF THE
COUNTY PURSUANT TO AN AGREEMENT BETWEEN THE COUNTY AND  THE  CORPORATION
AS AUTHORIZED IN THIS TITLE, ANY OTHER OFFICER OR EMPLOYEE OF THE COUNTY
MAY, AT THE REQUEST OF THE CORPORATION AND WITH THE CONSENT OF THE COUN-
TY  EXECUTIVE  AND THE OFFICER OR EMPLOYEE, BE TRANSFERRED TO THE CORPO-
RATION AND SHALL BE ELIGIBLE FOR SUCH TRANSFER AND APPOINTMENT,  WITHOUT
FURTHER  EXAMINATION,  TO  APPLICABLE  OFFICES, POSITIONS AND EMPLOYMENT
UNDER THE CORPORATION.
  (C) ANY PERSON WHO, AT THE TIME  HE  OR  SHE  BECOMES  AN  OFFICER  OR
EMPLOYEE  OF  THE  CORPORATION  PURSUANT TO PARAGRAPH (A) OR (B) OF THIS
SUBDIVISION, HAS A TEMPORARY OR PROVISIONAL APPOINTMENT SHALL BE  TRANS-
FERRED  SUBJECT TO THE SAME RIGHT OF REMOVAL, EXAMINATION OR TERMINATION
AS THOUGH SUCH TRANSFER HAD NOT BEEN MADE  EXCEPT  TO  THE  EXTENT  SUCH
RIGHTS ARE MODIFIED BY A COLLECTIVE BARGAINING AGREEMENT.

S. 5435--B                          9                         A. 7875--B

  (D)  THERE  SHALL  BE  NO  LAYOFFS OF ANY OFFICERS OR EMPLOYEES OF THE
CORPORATION WHICH ARE A DIRECT CONSEQUENCE  OF  THE  ENACTMENT  OF  THIS
TITLE. THERE SHALL BE A PRESUMPTION THAT ANY LAYOFFS OCCURRING MORE THAN
TWENTY-FOUR  MONTHS  AFTER THE EFFECTIVE TRANSFER DATE DESCRIBED IN THIS
SUBDIVISION SHALL BE DEEMED NOT TO BE SUCH A DIRECT CONSEQUENCE.
  (E)  NOTHING  CONTAINED  IN THIS SECTION SHALL BE CONSTRUED TO PREVENT
THE ELIMINATION OF ANY SERVICE AT ANY TIME AS A  RESULT  OF  THE  ELIMI-
NATION  OF  STATE  OR  FEDERAL  ASSISTANCE, THE ELIMINATION OF AVAILABLE
REVENUE REIMBURSEMENT, LOSS OF CERTIFICATION OR LICENSURE,  OR  LOSS  OF
FINANCIAL VIABILITY.
  2.  THE CORPORATION SHALL BE BOUND BY ALL EXISTING COLLECTIVE BARGAIN-
ING AGREEMENTS IN EFFECT WITH EMPLOYEE  ORGANIZATIONS  REPRESENTING  ANY
EMPLOYEES  TRANSFERRED  TO  THE CORPORATION PURSUANT TO PARAGRAPH (A) OR
(B) OF SUBDIVISION ONE OF THIS SECTION; ALL EXISTING  TERMS  AND  CONDI-
TIONS OF EMPLOYMENT SHALL REMAIN IN EFFECT UNTIL ALTERED BY THE TERMS OF
A  SUCCESSOR  CONTRACT  WITH THE CORPORATION; SUCCESSOR EMPLOYEES TO THE
POSITIONS HELD BY SUCH EMPLOYEES SHALL, CONSISTENT WITH  THE  PROVISIONS
OF  ARTICLE  FOURTEEN  OF THE CIVIL SERVICE LAW, BE INCLUDED IN THE SAME
UNIT AS THEIR PREDECESSORS. EMPLOYEES SERVICING IN  POSITIONS  IN  NEWLY
CREATED  TITLES SHALL BE ASSIGNED TO THE APPROPRIATE BARGAINING UNIT. IF
THERE ARE NO COLLECTIVE BARGAINING AGREEMENTS IN EFFECT AT THE TIME SUCH
EMPLOYEES ARE TRANSFERRED TO  THE  CORPORATION,  THE  CORPORATION  SHALL
ESTABLISH NEW BARGAINING UNITS UNIQUE TO THE CORPORATION FOR PURPOSES OF
REACHING  COLLECTIVE  BARGAINING  AGREEMENTS.  NOTHING  CONTAINED HEREIN
SHALL BE CONSTRUED TO AFFECT:
  (A) THE RIGHTS OF EMPLOYEES PURSUANT TO A COLLECTIVE BARGAINING AGREE-
MENT;
  (B) THE REPRESENTATIONAL RELATIONSHIPS AMONG EMPLOYEE ORGANIZATIONS OR
THE BARGAINING RELATIONSHIPS BETWEEN THE COUNTY, STATE AND  AN  EMPLOYEE
ORGANIZATION; OR
  (C)  EXISTING LAW WITH RESPECT TO AN APPLICATION TO THE PUBLIC EMPLOY-
MENT RELATIONS BOARD SEEKING  DESIGNATION  BY  THE  BOARD  THAT  CERTAIN
PERSONS  ARE  MANAGERIAL  OR CONFIDENTIAL. NOTHING HEREIN SHALL PRECLUDE
THE MERGER OF NEGOTIATING UNITS OF EMPLOYEES WITH  THE  CONSENT  OF  THE
RECOGNIZED OR CERTIFIED REPRESENTATIVES OF SUCH UNITS.
  3.  THE  SALARY OR COMPENSATION OF ANY SUCH OFFICER OR EMPLOYEE, AFTER
SUCH TRANSFER, SHALL BE PAID BY THE CORPORATION. THE CORPORATION  SHALL,
UPON  TRANSFER,  ACKNOWLEDGE AND GIVE CREDIT FOR ALL LEAVE BALANCES HELD
BY SUCH OFFICERS AND EMPLOYEES ON THE DATE OF TRANSFER.
  4. THE CORPORATION SHALL BE SUBJECT TO THE CIVIL SERVICE LAW.
  S 3647-E. GENERAL POWERS OF THE CORPORATION. SUBJECT  TO  THIS  TITLE,
THE  CIVIL  PRACTICE  LAW  AND  RULES, THE PUBLIC HEALTH LAW, THE MENTAL
HYGIENE LAW, THE SOCIAL SERVICES LAW, THE EDUCATION  LAW  OR  ANY  OTHER
APPLICABLE LAW OR REGULATION, THE CORPORATION SHALL HAVE POWER:
  1. TO SUE AND BE SUED;
  2. TO HAVE A SEAL AND ALTER THE SAME AT PLEASURE;
  3.  TO  BORROW MONEY AND ISSUE BONDS FOR ANY OF ITS CORPORATE PURPOSES
OR ITS PROJECTS, OR TO REFUND THE SAME, AND TO PROVIDE FOR THE RIGHTS OF
THE HOLDERS THEREOF;
  4. TO MAKE AND ALTER BY-LAWS FOR ITS ORGANIZATION AND MANAGEMENT, AND,
SUBJECT TO AGREEMENTS WITH ITS BONDHOLDERS, TO MAKE AND ALTER RULES  AND
REGULATIONS  GOVERNING THE EXERCISE OF ITS POWERS AND THE FULFILLMENT OF
ITS PURPOSES UNDER THIS TITLE;
  5. (A) TO ACQUIRE BY PURCHASE, GRANT, LEASE, GIFT, OR OTHERWISE AND TO
HOLD AND USE PROPERTY NECESSARY, CONVENIENT OR DESIRABLE  TO  CARRY  OUT
ITS  CORPORATE  PURPOSES,  AND TO SELL, CONVEY, MORTGAGE, LEASE, PLEDGE,

S. 5435--B                         10                         A. 7875--B

EXCHANGE OR OTHERWISE DISPOSE OF ANY SUCH PROPERTY IN SUCH MANNER AS THE
CORPORATION SHALL DETERMINE;
  (B)  TO  ACQUIRE  BY  CONDEMNATION  PURSUANT  TO THE PROVISIONS OF THE
EMINENT DOMAIN  PROCEDURE  LAW  ANY  REAL  PROPERTY  WITHIN  THE  COUNTY
REQUIRED  BY  THE  CORPORATION  TO  CARRY OUT THE POWERS GRANTED BY THIS
TITLE WITH THE APPROVAL OF BOTH THE COUNTY LEGISLATURE  AND  THE  COUNTY
EXECUTIVE;
  6.  TO  ACQUIRE,  CONSTRUCT,  LEASE, EXPAND, IMPROVE, MAINTAIN, EQUIP,
FURNISH, OPERATE ONE OR MORE PROJECTS AND,  IF  NECESSARY,  TO  PAY  OR,
FINANCE THE COST THEREOF;
  7. TO ACCEPT GIFTS, GRANTS, LOANS OR CONTRIBUTIONS OF FUNDS OR PROPER-
TY  OR FINANCIAL OR OTHER AID IN ANY FORM FROM, AND ENTER INTO CONTRACTS
OR OTHER TRANSACTIONS WITH, THE FEDERAL GOVERNMENT, THE STATE, THE COUN-
TY OR ANY PUBLIC CORPORATION OR ANY OTHER SOURCE, AND TO  USE  ANY  SUCH
GIFTS, GRANTS, LOANS OR CONTRIBUTIONS FOR ANY OF ITS CORPORATE PURPOSES;
  8.  TO GRANT OPTIONS TO RENEW ANY LEASE WITH RESPECT TO ANY PROJECT OR
PROJECTS AND TO GRANT OPTIONS TO BUY ANY PROJECT AT SUCH  PRICE  AS  THE
CORPORATION MAY DEEM DESIRABLE;
  9. TO DESIGNATE THE DEPOSITORIES OF ITS MONEY;
  10. TO ESTABLISH ITS FISCAL YEAR;
  11.  TO  ENTER INTO CONTRACTS AND TO EXECUTE ALL INSTRUMENTS NECESSARY
OR CONVENIENT OR DESIRABLE FOR THE PURPOSES OF THE CORPORATION TO  CARRY
OUT ANY POWERS EXPRESSLY GIVEN TO IT IN THIS TITLE;
  12.  TO APPOINT SUCH OFFICERS, EMPLOYEES AND AGENTS AS THE CORPORATION
MAY REQUIRE FOR THE PERFORMANCE OF ITS DUTIES AND TO FIX  AND  DETERMINE
THEIR QUALIFICATIONS, DUTIES, AND COMPENSATION SUBJECT TO THE PROVISIONS
OF THE CIVIL SERVICE LAW AND ANY APPLICABLE COLLECTIVE BARGAINING AGREE-
MENT,  AND  TO RETAIN OR EMPLOY COUNSEL, AUDITORS, ENGINEERS AND PRIVATE
CONSULTANTS ON A CONTRACT BASIS,  OR  OTHERWISE  FOR  RENDERING  PROFES-
SIONAL, MANAGEMENT OR TECHNICAL SERVICES AND ADVICE;
  13.  TO USE EMPLOYEES, AGENTS, CONSULTANTS AND FACILITIES OF THE COUN-
TY, PAYING THE COUNTY ITS AGREED PROPORTION OF THE COMPENSATION OR COSTS
PURSUANT TO AN AGREEMENT WITH THE COUNTY;
  14. TO MAKE AND ADOPT PLANS, SURVEYS AND STUDIES NECESSARY, CONVENIENT
OR DESIRABLE TO THE EFFECTUATION OF  THE  PURPOSES  AND  POWERS  OF  THE
CORPORATION AND TO PREPARE RECOMMENDATIONS IN REGARD THERETO;
  15.  EXCEPT  WHERE OTHERWISE PROVIDED BY LAW OR REGULATION, TO FIX AND
COLLECT RATES, RENTALS, FEES AND OTHER CHARGES FOR THE SERVICES RENDERED
BY OR FOR USE OF THE FACILITIES OR IN THE EXERCISE OF THE POWERS OF  THE
CORPORATION;
  16. TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE LODGMENT OF
THE  CORPORATION  MAY  BE  NECESSARY,  CONVENIENT  OR  DESIRABLE FOR THE
PURPOSE OF MAKING SURVEYS, SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOM-
PLISH ANY PURPOSE AUTHORIZED BY THIS TITLE, THE CORPORATION BEING LIABLE
FOR ACTUAL DAMAGE DONE;
  17. TO INSURE OR OTHERWISE TO PROVIDE FOR THE INSURANCE OF THE  CORPO-
RATION'S  PROPERTY  OR  OPERATIONS  AND ALSO CONTRACT AGAINST SUCH OTHER
RISKS AS THE CORPORATION MAY DEEM ADVISABLE, INCLUDING THE INTEREST RATE
RISK FOR OBLIGATIONS IT ISSUES BEARING INTEREST AT A FLOATING OR  OTHER-
WISE ADJUSTABLE RATE WHICH PREVENTS THE ACTUAL RATE OVER THE TERM OF THE
DEBT FROM BEING ASCERTAINED AT THE DATE OF ITS INCURRENCE, AND INCLUDING
THE POWER TO MAKE ANY PAYMENTS WITH RESPECT THERETO; AND
  18.  TO  DO  ALL  THINGS NECESSARY, CONVENIENT OR DESIRABLE, INCLUDING
ANCILLARY AND INCIDENTAL ACTIVITIES, TO CARRY OUT ITS PURPOSES  AND  FOR
THE EXERCISE OF THE POWERS GRANTED IN THIS TITLE.

S. 5435--B                         11                         A. 7875--B

  S  3647-F.  SPECIAL  POWERS OF THE CORPORATION. IN ORDER TO EFFECTUATE
THE PURPOSES OF THIS TITLE, THE CORPORATION  SHALL  HAVE  THE  FOLLOWING
ADDITIONAL  POWERS,  SUBJECT  TO  THIS TITLE, THE CIVIL PRACTICE LAW AND
RULES, THE PUBLIC  HEALTH  LAW,  THE  MENTAL  HYGIENE  LAW,  THE  SOCIAL
SERVICES  LAW,  THE  EDUCATION LAW AND ANY OTHER APPLICABLE LAW OR REGU-
LATION:
  1. TO OPERATE, MANAGE, SUPERINTEND AND  CONTROL  ANY  HEALTH  FACILITY
UNDER ITS JURISDICTION AND TO REPAIR, MAINTAIN AND OTHERWISE KEEP UP ANY
SUCH  HEALTH  FACILITY;  AND TO ESTABLISH AND COLLECT FEES, RENTALS, AND
OTHER CHARGES FOR THE SALE, LEASE OR SUBLEASE OF ANY SUCH HEALTH FACILI-
TY, SUBJECT TO THE TERMS AND CONDITIONS OF ANY CONTRACT, LEASE, SUBLEASE
OR OTHER AGREEMENT WITH THE COUNTY;
  2. TO PROVIDE HEALTH AND MEDICAL SERVICES FOR THE PUBLIC  DIRECTLY  OR
BY  AGREEMENT OR LEASE WITH ANY PERSON, FIRM OR PRIVATE OR PUBLIC CORPO-
RATION OR ASSOCIATION THROUGH OR IN THE HEALTH FACILITIES OF THE  CORPO-
RATION  OR  OTHERWISE AND TO MAKE INTERNAL POLICIES GOVERNING ADMISSIONS
AND HEALTH AND MEDICAL SERVICES; AND TO ESTABLISH AND COLLECT  FEES  AND
OTHER CHARGES FOR THE PROVISION OF SUCH HEALTH AND MEDICAL SERVICES; AND
TO  PROVIDE AND MAINTAIN RESIDENT PHYSICIAN AND INTERN MEDICAL SERVICES;
AND TO SPONSOR AND CONDUCT RESEARCH, EDUCATIONAL AND TRAINING PROGRAMS;
  3. TO ENTER INTO  CONTRACTS,  LEASES  AND  OTHER  AGREEMENTS  FOR  THE
PURPOSE  OF  AFFILIATING  WITH  A MEDICAL COLLEGE OR RELATED EDUCATIONAL
AGENCY OR INSTITUTION  IN  CONJUNCTION  WITH  THE  CORPORATION'S  HEALTH
FACILITIES,  WHICH  AGREEMENTS MAY PROVIDE FOR THE MANAGEMENT, OPERATION
AND STAFFING OF HEALTH FACILITIES,  THE  RECONSTRUCTION,  RENOVATION  OR
ADDITION  TO  HEALTH  FACILITIES; THE PROVISION OF NECESSARY FACILITIES,
UTILITIES AND SERVICES; AND SUCH OTHER CONDITIONS OR FEATURES  NECESSARY
AND  PROPER  FOR  SUCH  PURPOSE  AND  FOR  THE PUBLIC HEALTH AND GENERAL
WELFARE;
  4. TO DETERMINE THE CONDITIONS UNDER WHICH A PHYSICIAN MAY BE EXTENDED
THE PRIVILEGE OF PRACTICING WITHIN A HEALTH FACILITY UNDER THE JURISDIC-
TION OF THE CORPORATION, AND TO PROMULGATE REASONABLE INTERNAL  POLICIES
FOR THE CONDUCT OF ALL PERSONS, PHYSICIANS AND NURSES WITHIN SUCH FACIL-
ITY; AND
  5.  (A)  EXCEPT  AS  OTHERWISE PROVIDED IN ANY APPLICABLE LAW OR REGU-
LATION, TO EXERCISE AND PERFORM ALL OR PART  OF  ITS  PURPOSES,  POWERS,
DUTIES,  FUNCTIONS OR ACTIVITIES THROUGH ONE OR MORE SUBSIDIARY ENTITIES
OWNED OR CONTROLLED WHOLLY OR IN PART BY THE CORPORATION, WHICH SHALL BE
FORMED PURSUANT TO THE BUSINESS CORPORATION LAW, THE  LIMITED  LIABILITY
COMPANY LAW, OR THE NOT-FOR-PROFIT CORPORATION LAW, IN EACH CASE SUBJECT
TO ALL THE LIMITATIONS PROVIDED IN THIS TITLE.
  (B)  ANY  SUCH  SUBSIDIARY  MAY  BE  AUTHORIZED TO ACT AS A GENERAL OR
LIMITED PARTNER IN A PARTNERSHIP OR AS A MEMBER OF A  LIMITED  LIABILITY
COMPANY, AND ENTER INTO AN ARRANGEMENT CALLING FOR AN INITIAL AND SUBSE-
QUENT  PAYMENT  BY  SUCH  SUBSIDIARY  IN CONSIDERATION OF AN INTEREST IN
REVENUES OR OTHER CONTRACTUAL RIGHTS.
  (C) AN ENTITY SHALL BE DEEMED A SUBSIDIARY WHENEVER AND SO LONG AS (1)
MORE THAN HALF OF ANY VOTING SHARES OF SUCH SUBSIDIARY ARE OWNED OR HELD
BY THE CORPORATION OR (2) A  MAJORITY  OF  THE  DIRECTORS,  TRUSTEES  OR
MEMBERS OF SUCH SUBSIDIARY ARE DESIGNEES OF THE CORPORATION.
  (D)  THE CORPORATION MAY TRANSFER TO ANY SUBSIDIARY ENTITY ANY MONIES,
REAL OR PERSONAL OR MIXED PROPERTY IN ORDER TO CARRY OUT THE PURPOSES OF
THIS TITLE, SUBJECT TO THE RIGHTS OF THE HOLDERS OF  ANY  BONDS  OF  THE
CORPORATION.
  (E)  ANY  SUBSIDIARY  WHICH  PROVIDES  HEALTH CARE SERVICES PREVIOUSLY
PROVIDED BY THE COUNTY AND TRANSFERRED BY THE CORPORATION TO THE SUBSID-

S. 5435--B                         12                         A. 7875--B

IARY SHALL COMPLY WITH AND  BE  SUBJECT  TO  SUBDIVISION  NINE  OF  THIS
SECTION  AND SUBDIVISIONS SEVEN THROUGH TEN INCLUSIVE OF SECTION THIRTY-
SIX HUNDRED FORTY-SEVEN-C, SECTIONS  THIRTY-SIX  HUNDRED  FORTY-SEVEN-K,
THIRTY-SIX  HUNDRED  FORTY-SEVEN-O,  THIRTY-SIX  HUNDRED  FORTY-SEVEN-Q,
THIRTY-SIX HUNDRED FORTY-SEVEN-R AND THIRTY-SIX HUNDRED FORTY-SEVEN-S OF
THIS TITLE AS APPLICABLE. THE TRANSFER OF ANY MONIES, REAL  OR  PERSONAL
OR  MIXED PROPERTY TO A SUBSIDIARY SHALL BE GOVERNED BY ANY RESTRICTIONS
OR LIMITATIONS AS THE COUNTY MAY ESTABLISH IN THE AGREEMENT BETWEEN  THE
COUNTY  AND  THE  CORPORATION AS DESCRIBED IN SUBDIVISION ONE OF SECTION
THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  (F) ANY MATERIAL CHANGE IN THE OPERATION OF  A  HEALTH  FACILITY  THAT
OCCURS  PURSUANT  TO A TRANSFER OR AGREEMENT BETWEEN THE CORPORATION AND
ANY OF ITS SUBSIDIARIES SHALL REQUIRE THE BOARD OF SUCH  CORPORATION  OR
SUBSIDIARY  TO  PROVIDE  WRITTEN NOTICE OF SUCH TRANSFER OR AGREEMENT TO
THE COUNTY EXECUTIVE AND MAJORITY LEADER  AND  MINORITY  LEADER  OF  THE
COUNTY LEGISLATURE WITHIN SEVEN DAYS OF SUCH TRANSFER.
  6.  TO  CONTRACT WITH THE COUNTY FOR RELATED PUBLIC HEALTH SERVICES TO
BE DETERMINED BY THE COUNTY AND THE CORPORATION.
  7. TO NEGOTIATE AND MAKE ANY PAYMENTS IN LIEU OF TAXES  WITH  A  POLI-
TICAL SUBDIVISION WHERE THE CORPORATION HOLDS REAL ESTATE.
  8. TO CONTRACT WITH THE COUNTY TO PROVIDE, IN WHOLE OR IN PART, HEALTH
CARE  SERVICES,  AND  TO  OPERATE  FACILITIES AND PROGRAMS WHICH PROVIDE
HEALTH CARE SERVICES.
  9. TO PROVIDE UNCOMPENSATED CARE TO PERSONS IN  NEED  OF  HEALTH  CARE
SERVICES WITHOUT THE ABILITY TO PAY.
  S  3647-G. TRANSFER OF PROPERTY; RELATIONSHIP WITH THE COUNTY; CERTAIN
GIFTS, LOANS AND GUARANTEES BY THE COUNTY. 1. (A) BY  COUNTY  RESOLUTION
ONLY,  THE  COUNTY MAY CONTRACT, SELL, CONVEY, LOAN, LICENSE THE USE OF,
OR LEASE TO THE CORPORATION ANY PROPERTY OR ASSETS (EXCEPT MONIES APPRO-
PRIATED BY THE COUNTY AND PAYABLE TO THE CORPORATION PURSUANT TO  SUBDI-
VISION  THREE  AND  PARAGRAPH  (A) OF SUBDIVISION FOUR OF THIS SECTION),
WHICH ARE USEFUL IN CONNECTION WITH THE EXERCISE BY THE  CORPORATION  OF
ANY  OF  ITS POWERS UNDER THIS TITLE IN ORDER TO TRANSFER THE FACILITIES
AND OPERATIONS IN WHOLE OR IN PART OF ANY FACILITY, OPERATION OR PROGRAM
OF THE COUNTY OF ROCKLAND PROVIDING HEALTH CARE SERVICES, WHETHER OR NOT
THE PROVISION OF SUCH FACILITY, OPERATION OR PROGRAM BY  THE  COUNTY  IS
SPECIFICALLY  MANDATED  BY  STATE  LAW,  TO THE CORPORATION BY AGREEMENT
BETWEEN THE COUNTY AND THE CORPORATION AND  ANY  SUBSEQUENT  RENEWAL  OR
AMENDMENT  THEREOF. THE POWERS CONFERRED UPON THE COUNTY HEREIN TO SELL,
CONVEY, LOAN, LICENSE THE USE OF OR LEASE  PROPERTY  OR  ASSETS  OF  THE
COUNTY TO THE CORPORATION ARE IN ADDITION TO ANY OTHER POWERS GRANTED TO
THE COUNTY BY LAW RELATING TO THE SALE, CONVEYANCE, ALIENATION, LEASING,
LICENSING OR LOANING OF REAL OR PERSONAL PROPERTY AND ARE NOT SUBJECT TO
ANY LAW TO THE EXTENT INCONSISTENT HEREWITH.
  (B)  ANY SUCH CONTRACT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE SHALL
BE UPON SUCH TERMS AND CONDITIONS,  FOR  SUCH  CONSIDERATION  WHICH  MAY
INCLUDE  CASH,  SERVICES  OR  ANY  COMBINATION  THEREOF WHICH THE COUNTY
DETERMINES TO BE IN THE BEST INTERESTS OF THE CITIZENS AND TAXPAYERS  OF
THE COUNTY AND FOR SUCH TERM OR TERMS OF YEARS, SUBJECT TO THE RIGHTS OF
THE  HOLDERS  OF ANY BONDS, AS THE CORPORATION AND THE COUNTY MAY AGREE.
NO REAL PROPERTY  OF  THE  COUNTY  CONSISTING  OF  ANY  HEALTH  FACILITY
CURRENTLY OPERATED IN ROCKLAND COUNTY SHALL BE TRANSFERRED TO THE CORPO-
RATION  IN FEE, EXCEPT UNDER SUCH RESTRICTIONS REGARDING RIGHTS OF FIRST
REFUSAL, OR OTHER RIGHTS, TO REPURCHASE THE  PROPERTY  AS  THE  ROCKLAND
COUNTY  LEGISLATURE  SHALL  APPROVE  BY  ACT.  ANY  SUCH CONTRACT, SALE,
CONVEYANCE, LEASE, LOAN OR LICENSE SHALL NOT BE SUBJECT  TO  REFERENDUM,

S. 5435--B                         13                         A. 7875--B

PERMISSIVE  OR MANDATORY. IN THE EVENT THAT THE COUNTY CONTRACTS, SELLS,
CONVEYS, LOANS, LICENSES OR LEASES ANY PROPERTY OR ASSETS TO THE  CORPO-
RATION,  THE  COUNTY MAY CONTRACT WITH THE CORPORATION TO LEASE, BORROW,
LICENSE, OPERATE, MAINTAIN, MANAGE AND PROVIDE SERVICES FOR SUCH FACILI-
TIES UPON SUCH TERMS AND CONDITIONS AND FOR SUCH TERM OR TERMS OF YEARS,
SUBJECT  TO  THE  RIGHTS OF HOLDERS OF BONDS, AS THE CORPORATION AND THE
COUNTY MAY AGREE. THE  CORPORATION,  IN  FURTHERANCE  OF  ANY  PURCHASE,
CONVEYANCE  OR  LEASE  OF  ANY PROPERTY OR FACILITY FROM THE COUNTY, MAY
ASSUME THE PRIMARY RESPONSIBILITY FOR THE PAYMENT OF THE  PRINCIPAL  AND
INTEREST ON ANY BONDS OR NOTES ISSUED BY THE COUNTY FOR SUCH PROPERTY OR
FACILITY.
  (C)  UPON THE TERMS AND CONDITIONS AND ON THE EFFECTIVE DATE SET FORTH
IN THE AGREEMENT BETWEEN THE COUNTY AND  THE  CORPORATION  ENTERED  INTO
PURSUANT  TO  PARAGRAPH (A) OF THIS SUBDIVISION, SUCH DEPARTMENTS, AGEN-
CIES, FACILITIES, SERVICES AND OTHER RIGHTS AND INTEREST OF  THE  COUNTY
PERTAINING  TO  HEALTH  CARE  SERVICES  AS THE COUNTY OR CORPORATION MAY
AGREE SHALL BE TRANSFERRED TO THE CORPORATION. UPON ANY  SUCH  TRANSFER,
THE  COUNTY  IS  AUTHORIZED TO RESTRUCTURE OR ELIMINATE ALL SUCH DEPART-
MENTS, AGENCIES OR FACILITIES.
  2. THE COUNTY MAY ACQUIRE BY PURCHASE, LEASE, OR CONDEMNATION PURSUANT
TO THE EMINENT DOMAIN PROCEDURE LAW, REAL PROPERTY IN THE  NAME  OF  THE
COUNTY FOR ANY CORPORATE PURPOSE OF THE CORPORATION.
  3.  (A)  IN  ADDITION  TO  ANY  OTHER  POWERS GRANTED TO IT BY LAW AND
CONSISTENT WITH THE CONSTITUTION AND OTHER PROVISIONS OF LAW, THE COUNTY
MAY, FROM TIME TO TIME, APPROPRIATE SUMS  OF  MONEY  TO  DEFRAY  PROJECT
COSTS  OR ANY OTHER COSTS OR EXPENSES OF THE CORPORATION INCLUDING OPER-
ATING EXPENSES.
  (B) SUBJECT TO THE RIGHTS OF BONDHOLDERS, THE COUNTY MAY DETERMINE  IF
THE  MONIES  SO APPROPRIATED SHALL BE SUBJECT TO REPAYMENT BY THE CORPO-
RATION TO THE COUNTY AND, IN SUCH EVENT, THE MANNER AND  TIME  OR  TIMES
FOR SUCH REPAYMENT.
  4. IN ADDITION TO THE AUTHORITY GRANTED ELSEWHERE IN THIS TITLE AND BY
OTHER  APPLICABLE  LAWS, THE CORPORATION AND THE COUNTY MAY ENTER INTO A
CONTRACT OR CONTRACTS FROM TIME TO TIME PROVIDING FOR ONE OR MORE OF THE
FOLLOWING:
  (A) THE PAYMENT OF SUMS APPROPRIATED BY THE COUNTY PURSUANT TO  SUBDI-
VISION THREE OF THIS SECTION;
  (B)  THE  PAYMENT  OF  SUMS  FOR  HEALTH CARE SERVICES PROVIDED BY THE
CORPORATION WHICH COULD OTHERWISE BE PROVIDED DIRECTLY  BY  THE  COUNTY,
INCLUDING SERVICES FOR UNCOMPENSATED CARE;
  (C)  SERVICES  TO  BE  PROVIDED  BY  THE COUNTY TO OR ON BEHALF OF THE
CORPORATION;
  (D) THE TRANSFER OF EMPLOYEES OF THE  COUNTY  TO  THE  CORPORATION  AS
PROVIDED IN SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-D OF THIS TITLE;
  (E)  INDEMNIFICATION BY THE CORPORATION OF THE COUNTY FOR CLAIMS ASSO-
CIATED WITH ESTABLISHMENT OF AND OPERATION OF THE  CORPORATION  AND  ITS
HEALTH FACILITIES;
  (F)  THE  GIFT, GRANT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE BY THE
COUNTY TO THE CORPORATION OF ANY PROPERTY (EXCEPT MONIES APPROPRIATED BY
THE COUNTY AND PAYABLE TO THE CORPORATION PURSUANT TO SUBDIVISION  THREE
OF  THIS  SECTION  AND  PARAGRAPH (A) OF THIS SUBDIVISION) OR FACILITIES
WHICH ARE USEFUL IN CONNECTION WITH THE EXERCISE BY THE  CORPORATION  OF
ANY  OF  ITS  POWERS  UNDER  THIS  TITLE NOT TRANSFERRED PURSUANT TO THE
AUTHORITY GRANTED IN PARAGRAPH (A) OF SUBDIVISION ONE OF  THIS  SECTION,
WHICH GIFT, GRANT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE SHALL NEVER-

S. 5435--B                         14                         A. 7875--B

THELESS  BE SUBJECT TO PARAGRAPH (B) OF SUBDIVISION ONE OF THIS SECTION;
AND
  (G)  SUCH  OTHER  MATTERS  AS  MAY  BE  APPROPRIATE  TO ACCOMPLISH THE
PURPOSES HEREOF.
ANY SUCH CONTRACT OR CONTRACTS SHALL BE  AUTHORIZED  BY  THE  COUNTY  BY
RESOLUTION  OR  ORDINANCE  ADOPTED  BY THE COUNTY LEGISLATURE OR IN SUCH
OTHER MANNER AS PERMITTED BY THE COUNTY GOVERNMENT LAW OF THE COUNTY  OF
ROCKLAND. SUCH CONTRACT OR CONTRACTS SHALL INCLUDE SUCH TERMS AND CONDI-
TIONS  AND  HAVE SUCH TERM OR TERMS OF YEARS, AS THE CORPORATION AND THE
COUNTY MAY AGREE.
  5. ON THE EFFECTIVE DATE OF THE TRANSFER OF THE EXISTING HEALTH FACIL-
ITY PURSUANT TO AN AGREEMENT BETWEEN THE COUNTY AND THE  CORPORATION  AS
AUTHORIZED  IN  THIS  TITLE,  THE  DEPARTMENT SHALL BE ABOLISHED. ON AND
AFTER SUCH DATE THE DEPARTMENT OF HEALTH OF THE COUNTY SHALL  BE  VESTED
WITH ALL POWER AND AUTHORITY OF THE DEPARTMENT NOT EXPLICITLY OR IMPLIC-
ITLY TRANSFERRED TO THE CORPORATION PURSUANT TO THIS TITLE.
  6.  THE  COUNTY OF ROCKLAND SHALL HAVE THE POWER AND IS HEREBY AUTHOR-
IZED, PURSUANT TO SECTION  SEVEN  OF  ARTICLE  SEVENTEEN  OF  THE  STATE
CONSTITUTION,  TO  LEND  ITS  MONEY OR CREDIT TO OR IN AID OF THE CORPO-
RATION OR ANY SUBSIDIARY THEREOF FOR THE  PURPOSE  OF  PROVIDING  HEALTH
RELATED  FACILITIES OR HOSPITAL FACILITIES FOR THE PREVENTION, DIAGNOSIS
OR TREATMENT OF HUMAN DISEASE, PAIN, INJURY,  DISABILITY,  DEFORMITY  OR
PHYSICAL CONDITION, AND FOR FACILITIES INCIDENTAL OR APPURTENANT THERETO
AS  MAY  BE  PRESCRIBED  BY  LAW.  THE  COUNTY  IS  HEREBY AUTHORIZED TO
PRESCRIBE SUCH FACILITIES BY RESOLUTION. THE  CORPORATION  OR  ANY  SUCH
SUBSIDIARY  THEREOF, AS A CONDITION TO ANY SUCH LOAN OF MONEY OR CREDIT,
SHALL ENTER INTO A REGULATORY AGREEMENT WITH THE COUNTY AS TO ITS CHARG-
ES, PROFITS, DIVIDENDS AND DISPOSITION OF ITS  PROPERTY  OR  FRANCHISES,
WHICH  AGREEMENT  SHALL  BE  BINDING  AND ENFORCEABLE BY THE COUNTY. THE
COUNTY MAY ELECT IN SUCH REGULATORY AGREEMENT TO REFRAIN FROM EXERCISING
ALL OR ANY PORTION  OF  ITS  AUTHORITY  TO  SO  REGULATE  SUCH  CHARGES,
PROFITS,  DIVIDENDS  AND  DISPOSITION  OF  PROPERTY OR FRANCHISES TO THE
EXTENT SUCH CHARGES, PROFITS, DIVIDENDS AND DISPOSITION OF  PROPERTY  OR
FRANCHISES  ARE REGULATED BY THE STATE OR ANY AGENCY THEREOF. THE COUNTY
SHALL AUTHORIZE SUCH REGULATORY AGREEMENT BY RESOLUTION.
  (A) IN PURSUANCE OF THE AUTHORITY GRANTED  HEREIN,  THE  COUNTY  SHALL
HAVE  THE  POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO ISSUE ITS
BONDS, NOTES OR OTHER OBLIGATIONS IN SUCH PRINCIPAL AMOUNTS AS IT  SHALL
DEEM  NECESSARY,  AFTER  TAKING  INTO  ACCOUNT OTHER MONIES WHICH MAY BE
AVAILABLE FOR THE PURPOSES SET FORTH HEREIN. SUCH BONDS, NOTES OR  OBLI-
GATIONS  SHALL  BE  ISSUED FOR THE PURPOSE OF MAKING LOANS TO THE CORPO-
RATION OR ANY SUBSIDIARY THEREOF, PAYING INTEREST ON SUCH  BONDS,  NOTES
OR  OTHER OBLIGATIONS, AND PAYING ALL OTHER OBLIGATIONS AND EXPENDITURES
INCIDENTAL TO AND NECESSARY OR CONVENIENT FOR THE MAKING OF SUCH  LOANS.
SUCH  BONDS, NOTES OR OBLIGATIONS SHALL BE ISSUED IN ACCORDANCE WITH THE
APPLICABLE PROVISIONS OF THIS CHAPTER AND  THE  LOCAL  FINANCE  LAW  AND
APPLICABLE LOCAL LAWS.
  (B) ANY GUARANTEE BY THE COUNTY MADE PURSUANT TO THE AUTHORITY GRANTED
IN  THIS SECTION SHALL BE AUTHORIZED BY RESOLUTION OR RESOLUTIONS OF THE
COUNTY IN THE SAME MANNER AS SUCH RESOLUTION OR RESOLUTIONS  AUTHORIZING
THE  ISSUANCE  OF  BONDS  OF  THE COUNTY FOR THE PURPOSES FOR WHICH SUCH
GUARANTEE IS UNDERTAKEN.
  (C) THE COUNTY SHALL ALSO BE AUTHORIZED TO ENACT  LAWS  GOVERNING  THE
CONDITIONS UNDER WHICH SUCH LOANS, COMMITMENTS AND GUARANTEES BE MADE.
  7. FOR PURPOSES OF SUBDIVISION FOUR OF PARAGRAPH A OF SECTION 25.00 OF
THE  LOCAL  FINANCE LAW, AMOUNTS TO BE DERIVED BY THE COUNTY OF ROCKLAND

S. 5435--B                         15                         A. 7875--B

FROM THE CORPORATION, OR ANY SUBSIDIARY THEREOF, SHALL  BE  INCLUDED  IN
THE TERM "OTHER INCOME".
  8.  (A) NOTWITHSTANDING THE PROVISIONS OF ANY OTHER STATE OR LOCAL LAW
TO THE CONTRARY, INCLUDING, BUT NOT LIMITED TO, SECTIONS SIX-J AND SIX-N
OF THE GENERAL MUNICIPAL LAW, WITH THE APPROVAL OF THE  COUNTY  LEGISLA-
TURE,  AMOUNTS DEPOSITED FOR OR ON BEHALF OF THE HEALTH CARE AND MEDICAL
FACILITIES OR OPERATIONS OF THE COUNTY WHICH HAVE  BEEN  TRANSFERRED  TO
THE  CORPORATION  PURSUANT TO THIS SECTION IN THE LIABILITY AND CASUALTY
AND WORKERS' COMPENSATION RESERVE FUNDS ESTABLISHED BY THE COUNTY PURSU-
ANT TO SUCH SECTIONS OF THE GENERAL MUNICIPAL LAW, AND INVESTMENT  EARN-
INGS  THEREON, MAY BE WITHDRAWN BY THE COUNTY FROM SUCH FUNDS AND TRANS-
FERRED TO THE CORPORATION AND SHALL BE USED BY THE CORPORATION  FOR  THE
PURPOSES FOR WHICH SUCH FUNDS WERE ESTABLISHED.
  (B)  NO  AMOUNTS SHALL BE WITHDRAWN AND TRANSFERRED TO THE CORPORATION
PURSUANT TO THIS SUBDIVISION UNLESS PRIOR THERETO  THE  CORPORATION  HAS
AGREED IN WRITING TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, AND PROVIDE
DEFENSE,  FOR  ALL  CLAIMS, CASES, PROCEEDINGS, ACTIONS OR OTHER MATTERS
AGAINST THE COUNTY ARISING OUT OF THE PROPERTIES, FACILITIES, OPERATIONS
OR EMPLOYEES OF THE CORPORATION, WHETHER COMMENCED BEFORE OR  AFTER  THE
DATE OF TRANSFER OF SAID AMOUNTS, AND TO PROVIDE SUCH OTHER SECURITY FOR
THIS OBLIGATION AS THE COUNTY MAY REASONABLY REQUIRE.
  9.  NOTWITHSTANDING  THE  PROVISIONS  OF ANY STATE OR LOCAL LAW TO THE
CONTRARY, INCLUDING BUT NOT LIMITED TO  SECTION  SIX-L  OF  THE  GENERAL
MUNICIPAL  LAW, ANY MONIES DERIVED BY THE COUNTY IN CONSIDERATION OF THE
SALE OF ITS FACILITIES OR PROPERTY TO THE CORPORATION PURSUANT  TO  THIS
SECTION MAY BE USED FOR ANY LAWFUL PURPOSE OF THE COUNTY.
  S  3647-H. 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  OUTSTAND-
ING 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 CRED-
IT ENHANCEMENTS TO THE EXTENT NOW OR HEREAFTER AVAILABLE, IN  EACH  CASE

S. 5435--B                         16                         A. 7875--B

FOR  THE  PURPOSE  OF  SECURING  ITS BONDS OR NOTES OR TO PROVIDE DIRECT
PAYMENT OF ANY AMOUNTS WHICH THE CORPORATION IS AUTHORIZED TO PAY.
  4. BONDS SHALL BE AUTHORIZED BY RESOLUTION OF THE CORPORATION, AND MAY
BE  IN SUCH DENOMINATIONS AND BEAR SUCH DATE OR DATES AND MATURE AT SUCH
TIME OR TIMES AS SUCH RESOLUTION MAY PROVIDE, EXCEPT THAT BONDS AND  ANY
RENEWALS  THEREOF  SHALL  MATURE  WITHIN  FORTY  YEARS  FROM THE DATE OF
ORIGINAL ISSUANCE OF ANY SUCH BONDS.   OBLIGATIONS WITH  A  MATURITY  OF
FIVE  YEARS  OR  LESS  FROM  THE  DATE OF THEIR ORIGINAL ISSUANCE MAY BE
DESIGNATED AS NOTES. BONDS SHALL BE SUBJECT TO SUCH TERMS OF REDEMPTION,
BEAR INTEREST AT SUCH RATE OR RATES PER ANNUM PAYABLE AT SUCH TIMES,  BE
IN  SUCH  FORM,  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. BONDS MAY BE SOLD AT PUBLIC OR PRIVATE SALE FOR SUCH  PRICE  OR
PRICES AS THE CORPORATION SHALL DETERMINE, PROVIDED THAT NO BONDS OF THE
CORPORATION,  OTHER THAN OBLIGATIONS DESIGNATED AS NOTES, MAY BE SOLD BY
THE CORPORATION AT PRIVATE SALE UNLESS SUCH SALE AND THE  TERMS  THEREOF
HAVE  BEEN APPROVED IN WRITING BY THE STATE COMPTROLLER, WHERE SUCH SALE
IS NOT TO BE TO SUCH COMPTROLLER, OR BY THE STATE DIRECTOR OF THE  DIVI-
SION  OF  THE BUDGET, WHERE SUCH SALE IS TO BE TO THE STATE COMPTROLLER.
THE CORPORATION MAY PAY ALL EXPENSES, PREMIUMS AND COMMISSIONS WHICH  IT
MAY  DEEM  NECESSARY OR ADVANTAGEOUS IN CONNECTION WITH THE ISSUANCE AND
SALE OF BONDS.
  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 THEREBY AND
THE USE AND DISPOSITION OF REVENUES;
  (E) LIMITATIONS ON THE RIGHT OF THE CORPORATION TO RESTRICT AND  REGU-
LATE  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 THERETO, 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

S. 5435--B                         17                         A. 7875--B

THE BONDHOLDERS PURSUANT TO SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-I  OF
THIS TITLE AND LIMITING THE RIGHTS OF THE BONDHOLDERS TO APPOINT A TRUS-
TEE UNDER SUCH SECTION 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  BOND-
HOLDERS  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 THEREOF OR OTHER PROPERTY;
  (M)  LIMITATIONS  ON  THE  AMOUNT  OF  REVENUES AND OTHER MONIES TO BE
EXPENDED OR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES  OF  THE  CORPO-
RATION;
  (N) THE PAYMENT OF THE PROCEEDS OF BONDS, REVENUES AND OTHER MONIES TO
A TRUSTEE OR OTHER DEPOSITORY, AND FOR THE METHOD OF DISBURSEMENT THERE-
OF  WITH  SUCH SAFEGUARDS AND RESTRICTIONS AS THE CORPORATION MAY DETER-
MINE; 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 REME-
DIES OF THE BONDHOLDERS.
  6. IN ADDITION TO THE POWERS HEREIN CONFERRED 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 DISPOSI-
TION OF ITS REVENUES OR OTHER MONIES OR PROPERTY, INCLUDING THE MORTGAG-
ING 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 DOING ANY ACT WHICH THE
CORPORATION WOULD HAVE THE RIGHT TO DO IN THE  ABSENCE  OF  SUCH  RESOL-
UTIONS,  TRUST  INDENTURES,  AGREEMENTS OR OTHER INSTRUMENTS. THE CORPO-
RATION SHALL HAVE POWER TO ENTER INTO  AMENDMENTS  OF  ANY  SUCH  RESOL-
UTIONS,  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 WITHIN
THE POWERS OF ANY SUCH  RESOLUTIONS,  TRUST  INDENTURES,  AGREEMENTS  OR
OTHER INSTRUMENTS.  THE PROVISIONS OF ANY SUCH RESOLUTIONS, TRUST INDEN-
TURES,  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 IRRE-
SPECTIVE  OF WHETHER OR NOT SUCH PARTIES HAVE NOTICE THEREOF. NO INSTRU-
MENT 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

S. 5435--B                         18                         A. 7875--B

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  ACCORDANCE  WITH  APPLICABLE
PROVISIONS OF THE UNIFORM COMMERCIAL CODE AND MAY RENEW  THE  SAME  FROM
TIME  TO  TIME  BUT  THE  MAXIMUM  MATURITY  OF ANY SUCH NOTE, INCLUDING
RENEWALS THEREOF, SHALL NOT EXCEED SEVEN YEARS FROM THE DATE OF ISSUE OF
SUCH ORIGINAL NOTE.
  S 3647-I. REMEDIES OF BONDHOLDERS. SUBJECT TO ANY RESOLUTION OR RESOL-
UTIONS ADOPTED PURSUANT TO THIS TITLE:
  1. IN THE EVENT THAT THE CORPORATION SHALL DEFAULT IN THE  PAYMENT  OF
PRINCIPAL  OF  OR  INTEREST  ON  ANY ISSUE OF BONDS AFTER THE SAME SHALL
BECOME DUE, WHETHER AT MATURITY OR UPON CALL FOR  REDEMPTION,  AND  SUCH
DEFAULT SHALL CONTINUE FOR A PERIOD OF THIRTY DAYS, OR IN THE EVENT THAT
THE  CORPORATION  SHALL  FAIL OR REFUSE TO COMPLY WITH THE PROVISIONS OF
THIS TITLE OR SHALL DEFAULT IN ANY AGREEMENT MADE WITH  THE  HOLDERS  OF
ANY  ISSUE  OF  BONDS,  THE  HOLDERS  OF AT LEAST TWENTY-FIVE PERCENT IN
AGGREGATE PRINCIPAL AMOUNT OF THE BONDS OF SUCH ISSUE THEN  OUTSTANDING,
BY  INSTRUMENT  OR  INSTRUMENTS  FILED IN THE OFFICE OF THE CLERK OF THE
COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE CORPORATION IS  LOCATED  AND
PROVED  OR ACKNOWLEDGED IN THE SAME MANNER AS A DEED TO BE RECORDED, MAY
APPOINT A TRUSTEE TO REPRESENT THE HOLDERS OF SUCH BONDS FOR THE PURPOSE
HEREIN PROVIDED.
  2. SUCH TRUSTEE MAY, AND UPON WRITTEN REQUEST OF  THE  HOLDERS  OF  AT
LEAST TWENTY-FIVE PER CENTUM IN PRINCIPAL AMOUNT OF SUCH BONDS OUTSTAND-
ING SHALL, IN ITS OWN NAME:
  (A)  BY ACTION OR PROCEEDING IN ACCORDANCE WITH THE CIVIL PRACTICE LAW
AND RULES, ENFORCE ALL RIGHTS OF THE BONDHOLDERS, INCLUDING THE RIGHT TO
REQUIRE THE CORPORATION  TO  COLLECT  RENTS,  RATES,  FEES  AND  CHARGES
ADEQUATE  TO  CARRY  OUT  ANY AGREEMENT AS TO, OR PLEDGE OF, SUCH RENTS,
RATES, FEES AND CHARGES AND TO REQUIRE THE CORPORATION TO CARRY OUT  ANY
OTHER  AGREEMENTS  WITH  THE HOLDERS OF SUCH BONDS TO PERFORM ITS DUTIES
UNDER THIS TITLE;
  (B) BRING AN ACTION OR PROCEEDING UPON SUCH BONDS;
  (C) BY ACTION OR PROCEEDING, REQUIRE THE CORPORATION TO ACCOUNT AS  IF
IT WERE THE TRUSTEE OF AN EXPRESS TRUST FOR THE HOLDERS OF SUCH BONDS;
  (D)  BY  ACTION  OR PROCEEDING, ENJOIN ANY ACTS OR THINGS WHICH MAY BE
UNLAWFUL OR IN VIOLATION OF THE RIGHTS OF THE HOLDERS OF SUCH BONDS; AND
  (E) DECLARE ALL SUCH BONDS DUE AND PAYABLE, AND IF ALL DEFAULTS  SHALL
BE  MADE  GOOD,  THEN  WITH  THE  CONSENT  OF  THE  HOLDERS  OF AT LEAST
TWENTY-FIVE PER CENTUM OF  THE  PRINCIPAL  AMOUNT  OF  SUCH  BONDS  THEN
OUTSTANDING, TO ANNUL SUCH DECLARATION AND ITS CONSEQUENCES.

S. 5435--B                         19                         A. 7875--B

  3.  SUCH  TRUSTEE  SHALL IN ADDITION TO THE FOREGOING HAVE AND POSSESS
ALL OF THE POWERS NECESSARY OR APPROPRIATE FOR THE EXERCISE OF ANY FUNC-
TIONS SPECIFICALLY SET FORTH HEREIN OR INCIDENT TO THE GENERAL REPRESEN-
TATION OF BONDHOLDERS IN THE ENFORCEMENT AND PROTECTION OF THEIR RIGHTS.
  4. THE SUPREME COURT SHALL HAVE JURISDICTION OF ANY ACTION OR PROCEED-
ING  BY THE TRUSTEE ON BEHALF OF SUCH BONDHOLDERS. THE VENUE OF ANY SUCH
ACTION OR PROCEEDING SHALL BE LAID IN THE COUNTY.
  5. BEFORE DECLARING THE PRINCIPAL OF BONDS DUE AND PAYABLE, THE  TRUS-
TEE SHALL FIRST GIVE THIRTY DAYS NOTICE IN WRITING TO THE CORPORATION.
  6.  ANY SUCH TRUSTEE, WHETHER OR NOT THE ISSUE OF BONDS REPRESENTED BY
SUCH TRUSTEE HAS BEEN DECLARED DUE AND PAYABLE, SHALL BE ENTITLED AS  OF
RIGHT  TO  THE  APPOINTMENT  OF ANY RECEIVER OF ANY PART OR PARTS OF THE
PROJECT, THE REVENUES OF WHICH ARE PLEDGED FOR THE SECURITY OF THE BONDS
OF SUCH ISSUE, AND SUCH RECEIVER MAY ENTER AND TAKE POSSESSION  OF  SUCH
PART  OR  PARTS  OF  THE PROJECT AND, SUBJECT TO ANY PLEDGE OR AGREEMENT
WITH THE HOLDERS OF SUCH BONDS, SHALL TAKE POSSESSION OF ALL MONIES  AND
OTHER  PROPERTY  DERIVED  FROM  SUCH  PART  OR  PARTS OF THE PROJECT AND
PROCEED WITH ANY CONSTRUCTION THEREON OR THE ACQUISITION OF ANY  PROPER-
TY,  REAL  OR  PERSONAL  IN CONNECTION THEREWITH THAT THE CORPORATION IS
UNDER OBLIGATION TO DO, AND TO OPERATE, MAINTAIN  AND  RECONSTRUCT  SUCH
PART OR PARTS OF THE PROJECT AND COLLECT AND RECEIVE ALL REVENUES THERE-
AFTER  ARISING  THEREFROM  SUBJECT TO ANY PLEDGE OR AGREEMENT WITH BOND-
HOLDERS RELATING THERETO AND PERFORM THE PUBLIC DUTIES AND CARRY OUT THE
AGREEMENTS AND OBLIGATIONS OF THE CORPORATION UNDER THE DIRECTION OF THE
COURT.
  S 3647-J. STATE AND COUNTY NOT LIABLE ON  CORPORATION  BONDS.  1.  THE
STATE  SHALL  NOT BE LIABLE ON THE BONDS OR NOTES OF THE CORPORATION AND
SUCH BONDS OR NOTES SHALL NOT BE A DEBT OF THE STATE, AND SUCH BONDS AND
NOTES SHALL CONTAIN ON THE FACE THEREOF A STATEMENT TO SUCH EFFECT.
  2. EXCEPT AS MAY BE AUTHORIZED BY THE COUNTY PURSUANT TO SECTION SEVEN
OF ARTICLE SEVENTEEN OF THE STATE CONSTITUTION  AND  SECTION  THIRTY-SIX
HUNDRED  FORTY-SEVEN-H  OF THIS TITLE, THE COUNTY SHALL NOT BE LIABLE ON
THE BONDS OR NOTES OF THE CORPORATION AND SUCH BONDS OR NOTES SHALL  NOT
BE  A  DEBT OF THE COUNTY, AND SUCH BONDS AND NOTES SHALL CONTAIN ON THE
FACE THEREOF A STATEMENT TO SUCH EFFECT OR A  STATEMENT  DESCRIBING  THE
COUNTY LIABILITY THEREON, IF ANY.
  S  3647-K.  MONIES  OF  THE CORPORATION. ALL MONIES OF THE CORPORATION
FROM WHATEVER SOURCE DERIVED SHALL BE  PAID  TO  THE  TREASURER  OF  THE
CORPORATION  AND  SHALL BE DEPOSITED FORTHWITH IN A BANK OR BANKS DESIG-
NATED BY THE CORPORATION. THE MONIES IN SUCH ACCOUNTS SHALL BE PAID  OUT
OR  WITHDRAWN  ON THE ORDER OF SUCH PERSON OR PERSONS AS THE CORPORATION
MAY AUTHORIZE TO MAKE SUCH REQUISITIONS. ALL  DEPOSITS  OF  SUCH  MONIES
SHALL  BE SECURED BY OBLIGATIONS OF THE UNITED STATES OR OF THE STATE OR
OF ANY MUNICIPALITY OF A MARKET VALUE EQUAL AT ALL TIMES TO  THE  AMOUNT
ON DEPOSIT AND ALL BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH
SECURITY FOR SUCH DEPOSITS. ALTERNATIVELY, MONIES OF THE CORPORATION MAY
BE  DEPOSITED  IN  MONEY MARKET FUNDS RATED IN THE HIGHEST SHORT TERM OR
LONG TERM RATING CATEGORY BY AT LEAST ONE NATIONALLY  RECOGNIZED  RATING
AGENCY.    TO  THE EXTENT PRACTICABLE, CONSISTENT WITH THE CASH REQUIRE-
MENTS OF THE CORPORATION, ALL SUCH MONIES SHALL BE DEPOSITED IN INTEREST
BEARING ACCOUNTS. THE CORPORATION SHALL HAVE POWER, NOTWITHSTANDING  THE
PROVISIONS OF THIS SECTION, TO CONTRACT WITH THE HOLDERS OF ANY BONDS AS
TO  THE  CUSTODY,  COLLECTION,  SECURITY,  INVESTMENT AND PAYMENT OF ANY
MONIES OF THE CORPORATION OR ANY MONIES HELD IN TRUST OR  OTHERWISE  FOR
THE  PAYMENT OF BONDS OR ANY WAY TO SECURE BONDS, AND CARRY OUT ANY SUCH
CONTRACT NOTWITHSTANDING THAT SUCH CONTRACT MAY BE INCONSISTENT WITH THE

S. 5435--B                         20                         A. 7875--B

PROVISIONS OF THIS SECTION. MONIES HELD IN TRUST OR  OTHERWISE  FOR  THE
PAYMENT  OF  BONDS  OR  IN  ANY WAY TO SECURE BONDS AND DEPOSITS OF SUCH
MONIES MAY BE SECURED IN THE SAME MANNER AS MONIES  OF  THE  CORPORATION
AND  ALL  BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH SECURITY
FOR SUCH DEPOSITS. ANY MONIES OF THE CORPORATION NOT REQUIRED FOR  IMME-
DIATE  USE OR DISBURSEMENT MAY, AT THE DISCRETION OF THE CORPORATION, BE
INVESTED IN ACCORDANCE WITH GUIDELINES ESTABLISHED BY THE  CORPORATION'S
BOARD  AND  AMENDED  FROM  TIME TO TIME SUBJECT TO THE PROVISIONS OF ANY
CONTRACT WITH BONDHOLDERS AND WITH  THE  APPROVAL  OF  THE  STATE  COMP-
TROLLER. THE CORPORATION SHALL PRESCRIBE A SYSTEM OF ACCOUNTS.
  S  3647-L.  BONDS;  LEGAL INVESTMENT FOR FIDUCIARIES. THE BONDS OF THE
CORPORATION ARE HEREBY MADE SECURITIES IN WHICH ALL PUBLIC OFFICERS  AND
BODIES  OF THE STATE AND ALL MUNICIPALITIES, ALL INSURANCE COMPANIES AND
ASSOCIATIONS AND OTHER PERSONS CARRYING ON AN  INSURANCE  BUSINESS,  ALL
BANKS,  BANKERS, TRUST COMPANIES, SAVINGS BANKS AND SAVING ASSOCIATIONS,
INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN ASSOCIATIONS,
INVESTMENT COMPANIES AND OTHER PERSONS CARRYING ON A  BANKING  BUSINESS,
AND ADMINISTRATORS, GUARDIANS, EXECUTORS, TRUSTEES AND OTHER FIDUCIARIES
AND  ALL  OTHER  PERSONS  WHATSOEVER,  WHO  ARE  NOW OR MAY HEREAFTER BE
AUTHORIZED TO INVEST IN BONDS OR OTHER  OBLIGATIONS  OF  THE  STATE  MAY
PROPERLY  AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL OR
BELONGING TO THEM. THE BONDS ARE ALSO HEREBY MADE SECURITIES  WHICH  MAY
BE  DEPOSITED WITH AND MAY BE RECEIVED BY ALL PUBLIC OFFICERS AND BODIES
OF THE STATE AND ALL MUNICIPALITIES  FOR  ANY  PURPOSES  FOR  WHICH  THE
DEPOSIT  OF BONDS OR OTHER OBLIGATIONS OF THIS STATE IS NOW OR HEREAFTER
MAY BE AUTHORIZED.
  S 3647-M. AGREEMENT WITH STATE. THE STATE DOES HEREBY  PLEDGE  TO  AND
AGREE  WITH  THE HOLDERS OF ANY BONDS ISSUED BY THE CORPORATION PURSUANT
TO THIS TITLE AND WITH THOSE PERSONS  OR  PUBLIC  CORPORATIONS  WHO  MAY
ENTER  INTO CONTRACTS WITH THE CORPORATION PURSUANT TO THE PROVISIONS OF
THIS TITLE THAT THE STATE WILL NOT ALTER, LIMIT  OR  IMPAIR  THE  RIGHTS
HEREBY  VESTED  IN THE CORPORATION TO PURCHASE, CONSTRUCT, OWN AND OPER-
ATE, MAINTAIN, REPAIR,  IMPROVE,  RECONSTRUCT,  RENOVATE,  REHABILITATE,
ENLARGE,  INCREASE AND EXTEND, OR DISPOSE OF ANY PROJECT, OR ANY PART OR
PARTS THEREOF FOR WHICH BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED,
TO ESTABLISH AND COLLECT RATES, RENTS, FEES AND OTHER  CHARGES  REFERRED
TO  IN  THIS  TITLE, TO FULFILL THE TERMS OF ANY CONTRACTS OR AGREEMENTS
MADE WITH OR FOR THE BENEFIT OF THE HOLDERS OF BONDS OR WITH ANY  PERSON
OR PUBLIC CORPORATION WITH REFERENCE TO SUCH PROJECT OR PART THEREOF, OR
IN  ANY  WAY  TO IMPAIR THE RIGHTS AND REMEDIES OF THE HOLDERS OF BONDS,
UNTIL THE BONDS, TOGETHER WITH INTEREST THEREON, INCLUDING  INTEREST  ON
ANY  UNPAID  INSTALLMENTS  OF  INTEREST,  AND  ALL COSTS AND EXPENSES IN
CONNECTION WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF OF THE  HOLDERS
OF  BONDS,  ARE  FULLY  MET  AND DISCHARGED AND SUCH CONTRACTS ARE FULLY
PERFORMED ON THE PART OF THE CORPORATION. THE CORPORATION IS  AUTHORIZED
TO  INCLUDE THIS PLEDGE AND AGREEMENT OF THE STATE IN ANY AGREEMENT WITH
THE HOLDERS OF BONDS.
  S 3647-N. AGREEMENT WITH COUNTY. EXCEPT WHERE REQUIRED TO ACT PURSUANT
TO LAW, THE COUNTY IS AUTHORIZED TO PLEDGE TO AND AGREE WITH THE HOLDERS
OF ANY BONDS ISSUED BY THE CORPORATION PURSUANT TO THIS TITLE  AND  WITH
THOSE  PERSONS  OR PUBLIC CORPORATIONS WHO MAY ENTER INTO CONTRACTS WITH
THE CORPORATION PURSUANT TO THE PROVISIONS OF THIS TITLE THAT THE COUNTY
WILL NOT ALTER, LIMIT OR IMPAIR THE RIGHTS HEREBY VESTED IN  THE  CORPO-
RATION  TO  PURCHASE,  CONSTRUCT,  OWN  AND  OPERATE,  MAINTAIN, REPAIR,
IMPROVE, RECONSTRUCT,  RENOVATE,  REHABILITATE,  ENLARGE,  INCREASE  AND
EXTEND,  OR  DISPOSE  OF  ANY PROJECT, OR ANY PART OR PARTS THEREOF, FOR

S. 5435--B                         21                         A. 7875--B

WHICH BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED, TO ESTABLISH  AND
COLLECT  RATES, RENTS, FEES AND OTHER CHARGES REFERRED TO IN THIS TITLE,
TO FULFILL THE TERMS OF ANY AGREEMENTS MADE  WITH  THE  HOLDERS  OF  THE
BONDS  OR  WITH  ANY PUBLIC CORPORATION OR PERSON WITH REFERENCE TO SUCH
PROJECT OR PART THEREOF, OR IN ANY WAY IMPAIR THE RIGHTS AND REMEDIES OF
THE HOLDERS OF BONDS, UNTIL THE BONDS, TOGETHER WITH  INTEREST  THEREON,
INCLUDING INTEREST ON ANY UNPAID INSTALLMENTS OF INTEREST, AND ALL COSTS
AND EXPENSES IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF
OF THE HOLDERS OF BONDS, ARE FULLY MET AND DISCHARGED AND SUCH CONTRACTS
ARE FULLY PERFORMED ON THE PART OF THE CORPORATION.
  S  3647-O.  EXEMPTION  FROM TAXES AND CERTAIN FEES. 1. THE CORPORATION
SHALL NOT BE REQUIRED TO PAY ANY FEES, TAXES OR ASSESSMENTS OF ANY KIND,
EXCEPT AS PROVIDED BY THE PUBLIC HEALTH LAW,  WHETHER  STATE  OR  LOCAL,
INCLUDING  BUT  NOT LIMITED TO FEES OR TAXES ON REAL PROPERTY, FRANCHISE
TAXES, SALES TAXES OR OTHER EXCISE TAXES, UPON ANY PROPERTY OWNED BY  IT
OR  UNDER ITS JURISDICTION, CONTROL OR SUPERVISION AND USED FOR A PUBLIC
PURPOSE, OR UPON THE USES THEREOF, OR UPON ITS ACTIVITIES IN THE  OPERA-
TION AND MAINTENANCE OF ITS FACILITIES USED FOR A PUBLIC PURPOSE, OR ANY
REVENUES OR OTHER INCOME RECEIVED BY THE CORPORATION FROM PUBLIC PURPOSE
ACTIVITIES.  THE  FOREGOING  SHALL  NOT,  HOWEVER, LIMIT THE COUNTY FROM
RECEIVING RENTALS, FEES OR OTHER CONSIDERATION  PURSUANT  TO  AGREEMENTS
NEGOTIATED  WITH  THE CORPORATION. THE CORPORATION SHALL AT ALL TIMES BE
EXEMPT FROM ANY FILING, MORTGAGE RECORDING OR TRANSFER FEES OR TAXES  IN
RELATION  TO  INSTRUMENTS FILED, RECORDED OR TRANSFERRED BY IT OR ON ITS
BEHALF. THE CONSTRUCTION, USE, OCCUPATION, LEASE OR  POSSESSION  OF  ANY
PROPERTY  OWNED BY THE CORPORATION OR THE COUNTY, INCLUDING IMPROVEMENTS
THEREON, BY ANY PERSON OR PUBLIC CORPORATION UNDER  AGREEMENT  WITH  THE
CORPORATION  OR  THE  COUNTY  SHALL NOT OPERATE TO ABROGATE OR LIMIT THE
FOREGOING EXEMPTION, NOTWITHSTANDING THAT THE LESSEE, USER, OCCUPANT  OR
PERSON  IN  POSSESSION  SHALL  CLAIM  OWNERSHIP  FOR  FEDERAL INCOME TAX
PURPOSES.
  2. ANY BONDS ISSUED PURSUANT TO THIS TITLE TOGETHER  WITH  THE  INCOME
THEREFROM  AS WELL AS THE PROPERTY OF THE CORPORATION SHALL AT ALL TIMES
BE EXEMPT FROM TAXES, EXCEPT FOR TRANSFER AND ESTATE  TAXES.  THE  STATE
HEREBY COVENANTS WITH THE PURCHASERS AND WITH ALL SUBSEQUENT HOLDERS AND
TRANSFEREES  OF  BONDS ISSUED BY THE CORPORATION PURSUANT TO THIS TITLE,
IN CONSIDERATION OF THE ACCEPTANCE OF AND PAYMENT FOR  THE  BONDS,  THAT
THE  BONDS  OF  THE  CORPORATION  ISSUED  PURSUANT TO THIS TITLE AND THE
INCOME THEREFROM AND ALL REVENUES, MONIES, AND OTHER PROPERTY PLEDGED TO
SECURE THE PAYMENT OF SUCH BONDS SHALL AT ALL TIMES BE FREE  FROM  TAXA-
TION, EXCEPT FOR TRANSFER AND ESTATE TAXES.
  S  3647-P.  ACTIONS  AGAINST  CORPORATION.  1. EXCEPT IN AN ACTION FOR
WRONGFUL DEATH, NO ACTION OR SPECIAL PROCEEDING SHALL BE  PROSECUTED  OR
MAINTAINED  AGAINST  THE CORPORATION, ITS MEMBERS, OFFICERS OR EMPLOYEES
FOR PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL  PROPERTY  ALLEGED  TO
HAVE BEEN SUSTAINED BY REASON OF THE NEGLIGENCE, TORT OR WRONGFUL ACT OF
THE  CORPORATION  OR  OF ANY MEMBER, OFFICER, AGENT OR EMPLOYEE THEREOF,
UNLESS (A) NOTICE OF CLAIM SHALL HAVE BEEN  MADE  AND  SERVED  UPON  THE
CORPORATION  WITHIN THE TIME LIMIT SET BY AND IN COMPLIANCE WITH SECTION
FIFTY-E OF THE GENERAL MUNICIPAL LAW, (B) IT SHALL APPEAR BY AND  AS  AN
ALLEGATION  IN  THE COMPLAINT OR MOVING PAPERS THAT AT LEAST THIRTY DAYS
HAVE ELAPSED SINCE THE SERVICE OF SUCH NOTICE  AND  THAT  ADJUSTMENT  OR
PAYMENT THEREOF HAS BEEN NEGLECTED OR REFUSED, (C) THE ACTION OR SPECIAL
PROCEEDING  SHALL BE COMMENCED WITHIN ONE YEAR AND NINETY DAYS AFTER THE
HAPPENING OF THE EVENT UPON WHICH THE CLAIM IS BASED, AND (D) AN ACTION,
AGAINST THE CORPORATION  FOR  WRONGFUL  DEATH,  SHALL  BE  COMMENCED  IN

S. 5435--B                         22                         A. 7875--B

ACCORDANCE  WITH  THE  NOTICE OF CLAIM AND TIME LIMITATION PROVISIONS OF
TITLE ELEVEN OF ARTICLE NINE OF THIS CHAPTER.
  2. WHENEVER A NOTICE OF CLAIM IS SERVED UPON THE CORPORATION, IT SHALL
HAVE  THE RIGHT TO DEMAND AN EXAMINATION OF THE CLAIMANT RELATIVE TO THE
OCCURRENCE AND EXTENT OF THE INJURIES OR  DAMAGES  FOR  WHICH  CLAIM  IS
MADE, IN ACCORDANCE WITH THE PROVISIONS OF SECTION FIFTY-H OF THE GENER-
AL MUNICIPAL LAW.
  3. THE CORPORATION MAY REQUIRE ANY PERSON PRESENTING FOR SETTLEMENT AN
ACCOUNT  OR CLAIM FOR ANY CAUSE WHATSOEVER AGAINST THE CORPORATION TO BE
SWORN BEFORE A DIRECTOR, COUNSEL OR AN ATTORNEY, OFFICER OR EMPLOYEE  OF
THE  CORPORATION DESIGNATED FOR SUCH PURPOSE, CONCERNING SUCH ACCOUNT OR
CLAIM AND, WHEN SO SWORN, TO ANSWER ORALLY AS TO ANY FACTS  RELATIVE  TO
SUCH  ACCOUNT  OR  CLAIM.  THE CORPORATION SHALL HAVE POWER TO SETTLE OR
ADJUST ALL CLAIMS IN FAVOR OF OR AGAINST THE CORPORATION.
  4. ANY ACTION OR PROCEEDING TO WHICH THE CORPORATION OR THE PEOPLE  OF
THE STATE MAY BE PARTIES, IN WHICH ANY QUESTION ARISES AS TO THE VALIDI-
TY  OF  THIS  TITLE,  SHALL  BE PREFERRED OVER ALL OTHER CIVIL CAUSES OF
ACTION OR CASES, EXCEPT ELECTION CAUSES  OF  ACTION  OR  CASES,  IN  ALL
COURTS  OF  THE STATE AND SHALL BE HEARD AND DETERMINED IN PREFERENCE TO
ALL OTHER CIVIL BUSINESS PENDING THEREIN EXCEPT ELECTION  CAUSES,  IRRE-
SPECTIVE  OF  POSITION  ON  THE  CALENDAR.  THE SAME PREFERENCE SHALL BE
GRANTED UPON APPLICATION OF THE CORPORATION OR ITS COUNSEL IN ANY ACTION
OR PROCEEDING QUESTIONING THE VALIDITY OF THIS TITLE IN WHICH THE CORPO-
RATION MAY BE ALLOWED TO INTERVENE. THE VENUE  OF  ANY  SUCH  ACTION  OR
PROCEEDING SHALL BE LAID IN THE SUPREME COURT OF THE COUNTY.
  5.  THE  RATE OF INTEREST TO BE PAID BY THE CORPORATION UPON ANY JUDG-
MENT FOR WHICH IT IS LIABLE, OTHER THAN A JUDGMENT ON ITS  BONDS,  SHALL
BE  THE RATE PRESCRIBED BY SECTION FIVE THOUSAND FOUR OF THE CIVIL PRAC-
TICE LAW AND RULES. INTEREST ON PAYMENTS OF PRINCIPAL OR INTEREST ON ANY
BONDS IN DEFAULT SHALL ACCRUE AT THE RATE BORNE BY SUCH BONDS  FROM  THE
DUE DATE THEREOF UNTIL PAID OR OTHERWISE SATISFIED.
  6.  ALL  ACTIONS  OR  PROCEEDINGS  AGAINST THE CORPORATION OF WHATEVER
NATURE SHALL BE BROUGHT IN THE COUNTY.
  S 3647-Q.  AUDIT  AND  ANNUAL  REPORTS.  1.  IN  CONFORMITY  WITH  THE
PROVISIONS  OF  SECTION  FIVE  OF  ARTICLE  TEN OF THE CONSTITUTION, THE
ACCOUNTS OF THE CORPORATION SHALL BE SUBJECT TO THE SUPERVISION  OF  THE
STATE COMPTROLLER AND AN ANNUAL AUDIT SHALL BE PERFORMED BY AN INDEPEND-
ENT  CERTIFIED  PUBLIC ACCOUNTANT. THE CORPORATION SHALL ANNUALLY SUBMIT
TO THE COUNTY LEGISLATURE, COUNTY  EXECUTIVE,  GOVERNOR  AND  THE  STATE
COMPTROLLER  AND  TO THE CHAIRPERSON OF THE SENATE FINANCE COMMITTEE AND
THE CHAIRPERSON OF THE ASSEMBLY WAYS  AND  MEANS  COMMITTEE  A  DETAILED
REPORT  PURSUANT  TO  THE  PROVISIONS OF SECTION TWENTY-EIGHT HUNDRED OF
THIS CHAPTER, AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK OF
THE COUNTY LEGISLATURE AND THE COUNTY EXECUTIVE.
  2. THE CORPORATION SHALL REPORT  ON  AN  ANNUAL  BASIS  THE  FOLLOWING
INFORMATION: THE NAME, PRINCIPAL BUSINESS ADDRESS AND PRINCIPAL BUSINESS
ACTIVITIES  OF EACH SUBSIDIARY OF THE CORPORATION; THE NAME OF ALL BOARD
MEMBERS AND OFFICERS OF EACH SUBSIDIARY; THE NUMBER OF EMPLOYEES OF EACH
SUBSIDIARY; A LIST OF ALL CONTRACTS IN EXCESS OF  ONE  HUNDRED  THOUSAND
DOLLARS ENTERED INTO BY THE CORPORATION AND ITS SUBSIDIARIES IDENTIFYING
THE  AMOUNT,  PURPOSE  AND  DURATION  OF  SUCH CONTRACT; AND A FINANCIAL
STATEMENT, INCOME STATEMENT, AND BALANCE SHEET PERFORMED BY AN INDEPEND-
ENT  CERTIFIED  PUBLIC  ACCOUNTANT  ALL  IN  ACCORDANCE  WITH  GENERALLY
ACCEPTED  ACCOUNTING  PRINCIPLES  OF  THE  CORPORATION  AND  EACH OF ITS
SUBSIDIARIES. AT THE TIME THE REPORTS REQUIRED  BY  SUBDIVISION  ONE  OF
THIS SECTION ARE SUBMITTED, SUCH REPORTS SHALL BE PROVIDED TO THE GOVER-

S. 5435--B                         23                         A. 7875--B

NOR,  THE SPEAKER OF THE ASSEMBLY, THE TEMPORARY PRESIDENT OF THE SENATE
AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK  OF  THE  COUNTY
LEGISLATURE AND THE COUNTY EXECUTIVE.
  S  3647-R.  DEFENSE  AND  INDEMNIFICATION.  THE  CORPORATION SHALL NOT
EXECUTE ANY OF ITS POWERS, INCLUDING THE SPECIAL  POWERS  AUTHORIZED  BY
SECTION  THIRTY-SIX  HUNDRED FORTY-SIX-F OF THIS TITLE, EXCEPT AS NECES-
SARY TO COMMENCE ITS CORPORATE EXISTENCE, UNTIL IT HAS ELECTED  TO  MAKE
THE PROVISIONS OF SECTION EIGHTEEN OF THE PUBLIC OFFICERS LAW APPLICABLE
TO  ITS  EMPLOYEES  (AS  SUCH TERM IS DEFINED IN SECTION EIGHTEEN OF THE
PUBLIC OFFICERS LAW)  PURSUANT  TO  SUBDIVISION  TWO  OF  SUCH  SECTION;
PROVIDED,  HOWEVER,  THAT NOTHING CONTAINED WITHIN THIS SECTION SHALL BE
DEEMED TO PERMIT THE CORPORATION TO EXTEND  THE  PROVISIONS  OF  SECTION
EIGHTEEN OF THE PUBLIC OFFICERS LAW UPON ANY INDEPENDENT CONTRACTOR.
  S  3647-S.  TRANSFER OF APPLICATIONS, PROCEEDINGS, LICENSES, APPROVALS
AND PERMITS. 1. ANY APPLICATION, REVIEW, PERMIT, LICENSE,  APPROVAL,  OR
PROCESS  IN  RELATION TO OR IN FURTHERANCE OF THE PURPOSES OF OR CONTEM-
PLATED BY THIS TITLE HERETOFORE FILED OR UNDERTAKEN, OR  ANY  PROCEEDING
HERETOFORE COMMENCED OR ANY DETERMINATION, FINDING OR AWARD MADE, BY THE
COUNTY  OR  BY THE COUNTY WITH THE FEDERAL GOVERNMENT, THE STATE DEPART-
MENT OF HEALTH OR ANY OTHER PUBLIC CORPORATION SHALL INURE  TO  AND  FOR
THE BENEFIT OF THE CORPORATION TO THE SAME EXTENT AND IN THE SAME MANNER
AS  IF  THE  CORPORATION  HAS  BEEN A PARTY TO SUCH APPLICATION, REVIEW,
PERMIT, LICENSE, APPROVAL, PROCESS, OR PROCEEDING  FROM  ITS  INCEPTION,
AND  THE  CORPORATION SHALL BE DEEMED A PARTY THERETO, TO THE EXTENT NOT
PROHIBITED BY FEDERAL LAW.   ANY  LICENSE,  APPROVAL,  PERMIT,  DETERMI-
NATION,  FINDING,  AWARD  OR  DECISION HERETOFORE OR HEREAFTER ISSUED OR
GRANTED PURSUANT TO OR AS A RESULT  OF  ANY  SUCH  APPLICATION,  REVIEW,
PROCESS  OR PROCEEDING SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE CORPORATION AND SHALL BE ASSIGNED AND TRANSFERRED BY THE  COUNTY  TO
THE  CORPORATION  UNLESS  SUCH  ASSIGNMENT AND TRANSFER IS PROHIBITED BY
FEDERAL LAW.
  2. ALL SUCH APPLICATIONS, PROCEEDINGS, LICENSES,  APPROVALS,  PERMITS,
DETERMINATIONS,  FINDINGS,  AWARDS  AND DECISIONS SHALL FURTHER INURE TO
AND FOR THE BENEFIT OF AND BE BINDING UPON ANY PERSON  LEASING,  ACQUIR-
ING, FINANCING, CONSTRUCTING, MAINTAINING, OPERATING, USING OR OCCUPYING
ANY  FACILITY  TRANSFERRED  BY THE COUNTY TO THE CORPORATION PURSUANT TO
THIS TITLE.
  S 3647-T. SEPARABILITY. IF ANY CLAUSE, SENTENCE,  PARAGRAPH,  SECTION,
OR PART OF THIS TITLE SHALL BE ADJUDGED BY ANY COURT OF COMPETENT JURIS-
DICTION TO BE INVALID, SUCH JUDGMENT SHALL NOT AFFECT, IMPAIR OR INVALI-
DATE  THE  REMAINDER  THEREOF, BUT SHALL BE CONFINED IN ITS OPERATION TO
THE CLAUSE, SENTENCE, PARAGRAPH, SECTION, OR PART  THEREOF  INVOLVED  IN
THE CONTROVERSY IN WHICH SUCH JUDGMENT SHALL HAVE BEEN RENDERED.
  S 3647-U. APPLICABILITY OF LAWS. THE PROVISIONS OF THIS TITLE SHALL BE
SUBJECT  TO  THE  PROVISIONS  OF  THE  CIVIL PRACTICE LAW AND RULES, THE
PUBLIC HEALTH LAW, THE MENTAL HYGIENE LAW, THE SOCIAL SERVICES LAW,  THE
EDUCATION  LAW AND ANY OTHER APPLICABLE LAW OR REGULATION, INCLUDING ANY
AMENDMENT THERETO; PROVIDED,  HOWEVER  NOTHING  IN  THIS  SECTION  SHALL
REQUIRE  THE  COUNTY  OR CORPORATION TO SEEK APPROVAL OR CONSENT FOR ANY
TRANSFER PURSUANT TO SECTIONS THIRTY-SIX HUNDRED FORTY-SEVEN-G AND THIR-
TY-SIX HUNDRED FORTY-SEVEN-S OF THIS TITLE; AND PROVIDED, FURTHER,  THAT
THE  CORPORATION  SHALL NOT BE SUBJECT TO THE PROVISIONS OF TITLE TEN OF
ARTICLE NINE OF THIS CHAPTER.
  S 2. This act shall take effect immediately.

S5435C (ACTIVE) - Bill Details

See Assembly Version of this Bill:
A7875C
Current Committee:
Law Section:
Public Authorities Law
Laws Affected:
Add Art 10-C Title 7 §§3647 - 3647-u, Pub Auth L

S5435C (ACTIVE) - Bill Texts

view summary

Creates the Rockland Health Care Corporation and provides for the rights, powers, duties, and jurisdiction of such corporation.

view sponsor memo
BILL NUMBER:S5435C

TITLE OF BILL:
An act
to amend the public authorities law, in relation to
creating the Rockland health care
corporation and providing for rights, powers, duties and jurisdiction

PURPOSE OR GENERAL IDEA:
To authorize Rockland County to transfer
control and management of the Rockland County Nursing Home to a new
Rockland Health Care Corporation, a public benefit corporation
established for that purpose.

SUMMARY OF SPECIFIC PROVISIONS:
Amends Article 10-C of the Public
Authorities Law by adding a new title 7 to be known as the "Rockland
Health Care Corporation."

COMPOSITION OF THE CORPORATION:
The Corporation shall consist of the
facilities and operations in whole or in part of any facility,
operation or program of the County of Rockland, whether or not
specifically mandated by state law, which provide health care services.

TRANSFER OF PERSONNEL:
On the effective date of the transfer of the
facilities and operations of the County to the Corporation, officers
and employees employed in a department or agencies of the County
shall become officers and employees of the corporation with
equivalent offices, positions and employment an shall be deemed
public officers or public employees for all purposes.

There shall be no layoffs of any officers or employees of the
corporation which are a direct consequence of this legislation for
twenty-four months after the effective transfer date.

COLLECTIVE BARGAINING:
The Corporation shall recognize the existing
certified employee organizations for those employees transferred to
the corporation. The corporation shall be bound by all existing
collective bargaining agreements with such employee organizations.

BOARD OF DIRECTORS:
The Corporation shall have fifteen voting
directors. Eight directors shall be appointed by the Governor (3 from
recommendations submitted by the County Executive, 3 from
recommendations submitted by Chairperson of the County Legislature, 1
from recommendation of the Speaker of the Assembly and 1 from the
Temporary President of the Senate, three directors shall be appointed
by the County Executive for initial terms of two years and four shall

be appointed by the County Legislature for initial terms of three
years. There shall be three non-voting members of the board including
the chief executive officer of the corporation, one appointed by the
County Executive and one appointed by the County Legislature.

DEFENSE AND INDEMNIFICATION:
The Corporation shall not execute any of
its powers until it has elected indemnification coverage of its
employees pursuant to section 18 of the Public Officers Law.

JUSTIFICATION:
The Rockland County Executive and the County
Legislature have completed a financial and management assessment on
the Rockland
County Nursing Home and has determined that it would be beneficial to
County residents that it be transferred to a Public Benefit
Corporation. The County Legislature has requested a home rule
pursuant to Article 9 of the New York State Constitution. This
legislation would grant the authority to the County of Rockland to
create a public benefit corporation.

PRIOR LEGISLATIVE HISTORY:
New Bill.

FISCAL IMPLICATION FOR STATE AND LOCAL GOVERNMENTS:
None to the State.
Rockland County projects long term savings as a result of this
legislation.

EFFECTIVE DATE:
This act shall take effect immediately.

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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

    S. 5435--C                                            A. 7875--C

                       2011-2012 Regular Sessions

                      S E N A T E - A S S E M B L Y

                              May 20, 2011
                               ___________

IN  SENATE  --  Introduced  by  Sen.  CARLUCCI -- read twice and ordered
  printed, and when printed to be committed to the Committee  on  Corpo-
  rations,  Authorities  and  Commissions  -- committee discharged, bill
  amended, ordered reprinted as amended and recommitted to said  commit-
  tee  --  committee  discharged,  bill  amended,  ordered  reprinted as
  amended and recommitted to said  committee  --  committee  discharged,
  bill  amended,  ordered  reprinted  as amended and recommitted to said
  committee

IN ASSEMBLY -- Introduced  by  M.  of  A.  JAFFEE,  ZEBROWSKI,  CALHOUN,
  RABBITT  --  read  once and referred to the Committee on Corporations,
  Authorities and Commissions --  committee  discharged,  bill  amended,
  ordered  reprinted  as  amended  and  recommitted to said committee --
  again reported from said committee with amendments, ordered  reprinted
  as  amended  and  recommitted to said committee -- again reported from
  said committee with  amendments,  ordered  reprinted  as  amended  and
  recommitted to said committee

AN  ACT to amend the public authorities law, in relation to creating the
  Rockland health care corporation and  providing  for  rights,  powers,
  duties and jurisdiction

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Article 10-C of the public authorities law  is  amended  by
adding a new title 7 to read as follows:
                                 TITLE 7
                    ROCKLAND HEALTH CARE CORPORATION
SECTION 3647.   SHORT TITLE.
        3647-A. LEGISLATIVE FINDINGS AND PURPOSE.
        3647-B. DEFINITIONS.
        3647-C. ROCKLAND HEALTH CARE CORPORATION.
        3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11219-04-1

S. 5435--C                          2                         A. 7875--C

        3647-E. GENERAL POWERS OF THE CORPORATION.
        3647-F. SPECIAL POWERS OF THE CORPORATION.
        3647-G. TRANSFER  OF  PROPERTY;  RELATIONSHIP  WITH  THE COUNTY;
                  CERTAIN GIFTS, LOANS AND GUARANTEES BY THE COUNTY.
        3647-H. BONDS OR NOTES OF THE CORPORATION.
        3647-I. REMEDIES OF BONDHOLDERS.
        3647-J. STATE AND COUNTY NOT LIABLE ON CORPORATION BONDS.
        3647-K. MONIES OF THE CORPORATION.
        3647-L. BONDS; LEGAL INVESTMENT FOR FIDUCIARIES.
        3647-M. AGREEMENT WITH STATE.
        3647-N. AGREEMENT WITH COUNTY.
        3647-O. EXEMPTION FROM TAXES AND CERTAIN FEES.
        3647-P. ACTIONS AGAINST CORPORATION.
        3647-Q. AUDIT AND ANNUAL REPORTS.
        3647-R. DEFENSE AND INDEMNIFICATION.
        3647-S. TRANSFER   OF   APPLICATIONS,   PROCEEDINGS,   LICENSES,
                  APPROVALS AND PERMITS.
        3647-T. SEPARABILITY.
        3647-U. APPLICABILITY OF LAWS.
  S 3647. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND CITED AS THE "ROCK-
LAND HEALTH CARE CORPORATION ACT".
  S  3647-A.  LEGISLATIVE  FINDINGS  AND PURPOSE. THE LEGISLATURE HEREBY
FINDS AND DECLARES AS FOLLOWS:
  1. THE NEEDS OF THE RESIDENTS OF THE STATE OF  NEW  YORK  AND  OF  THE
COUNTY  OF  ROCKLAND  CAN BEST BE SERVED BY A PUBLIC BENEFIT CORPORATION
HAVING THE LEGAL, FINANCIAL AND  MANAGERIAL  FLEXIBILITY  TO  TAKE  FULL
ADVANTAGE  OF  OPPORTUNITIES  AND  CHALLENGES  PRESENTED BY THE EVOLVING
HEALTH CARE ENVIRONMENT AND TO TAKE WHATEVER ACTIONS  ARE  NECESSARY  TO
ENABLE  THE  CORPORATION'S  CONTINUATION  AS  A SYSTEM THAT PROVIDES THE
FINEST POSSIBLE QUALITY OF HEALTH CARE CONSISTENT WITH COSTS.
  2. IN ORDER TO ACCOMPLISH THE PURPOSES  RECITED  IN  THIS  SECTION  TO
PROVIDE  HEALTH  CARE  SERVICES AND HEALTH FACILITIES FOR THE BENEFIT OF
THE RESIDENTS OF THE STATE OF NEW  YORK  AND  THE  COUNTY  OF  ROCKLAND,
INCLUDING TO PERSONS IN NEED OF HEALTH CARE SERVICES WITHOUT THE ABILITY
TO  PAY  AS REQUIRED BY LAW, A PUBLIC BENEFIT CORPORATION TO BE KNOWN AS
THE ROCKLAND HEALTH CARE CORPORATION SHALL BE CREATED  TO  PROVIDE  SUCH
SERVICES  AND  FACILITIES  AND  TO  CARRY  OUT  SUCH  PURPOSES; THAT THE
CREATION AND OPERATION OF THE ROCKLAND HEALTH CARE CORPORATION, AS HERE-
INAFTER PROVIDED, IS IN ALL RESPECTS FOR THE BENEFIT OF  THE  PEOPLE  OF
THE  STATE  OF  NEW  YORK AND OF THE COUNTY OF ROCKLAND, AND IS A STATE,
COUNTY AND PUBLIC PURPOSE; AND THAT THE EXERCISE BY SUCH CORPORATION  OF
THE FUNCTIONS, POWERS AND DUTIES AS HEREINAFTER PROVIDED CONSTITUTES THE
PERFORMANCE OF AN ESSENTIAL PUBLIC AND GOVERNMENTAL FUNCTION.
  S  3647-B. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
  1. "BOARD" SHALL MEAN THE BOARD OF DIRECTORS  OF  THE  CORPORATION  AS
ESTABLISHED BY SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-C OF THIS TITLE.
  2.  "BONDS"  SHALL MEAN THE BONDS, NOTES OR OTHER EVIDENCES OF INDEBT-
EDNESS ISSUED  BY  THE  CORPORATION  PURSUANT  TO  THIS  TITLE  AND  THE
PROVISIONS  OF  THIS TITLE RELATING TO BONDS AND BONDHOLDERS SHALL APPLY
WITH EQUAL FORCE AND EFFECT  TO  NOTES  AND  NOTEHOLDERS,  RESPECTIVELY,
UNLESS THE CONTEXT OTHERWISE CLEARLY REQUIRES.
  3.  "CORPORATION" SHALL MEAN THE PUBLIC BENEFIT CORPORATION CREATED BY
SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-C OF THIS  TITLE,  KNOWN  AS  THE
ROCKLAND HEALTH CARE CORPORATION.
  4. "COUNTY" SHALL MEAN THE COUNTY OF ROCKLAND.

S. 5435--C                          3                         A. 7875--C

  5. "DEPARTMENT" SHALL MEAN THE DEPARTMENT OF HOSPITALS OF THE COUNTY.
  6.  "DIRECTOR"  SHALL  MEAN  A VOTING DIRECTOR APPOINTED TO THE CORPO-
RATION PURSUANT TO SECTION  THIRTY-SIX  HUNDRED  FORTY-SEVEN-C  OF  THIS
TITLE.
  7.  "HEALTH  FACILITY" SHALL MEAN A BUILDING, STRUCTURE OR UNIT OR ANY
IMPROVEMENT TO REAL PROPERTY, INCLUDING ALL NECESSARY AND USUAL  ATTEND-
ANT  AND RELATED EQUIPMENT, FACILITIES OR FIXTURES, OR ANY PART OR PARTS
THEREOF, OR ANY COMBINATION OR COMBINATIONS THEREOF, INCLUDING, BUT  NOT
LIMITED  TO, A GENERAL HOSPITAL, PSYCHIATRIC HOSPITAL, AMBULATORY CLINIC
OR CENTER, CHRONIC DISEASE HOSPITAL,  NURSING  HOME,  PHYSICAL,  MEDICAL
REHABILITATION  HOSPITAL,  LONG  TERM ACUTE CARE FACILITY, EXTENDED-CARE
FACILITY, DISPENSARY OR LABORATORY OR ANY OTHER RELATED FACILITY, OR ANY
COMBINATION  OF  THE  FOREGOING,  CONSTRUCTED,  ACQUIRED  OR   OTHERWISE
PROVIDED BY OR FOR THE USE OF THE CORPORATION OR THE COUNTY IN PROVIDING
HEALTH AND MEDICAL SERVICES TO THE PUBLIC.
  8.  "PROJECT"  SHALL  MEAN ANY HEALTH FACILITY, FACILITY, IMPROVEMENT,
BUILDING,  LAND,  RIGHTS  IN  LAND,  EQUIPMENT,  MACHINERY,   APPARATUS,
FURNISHINGS,  PROPERTY,  REAL  OR PERSONAL, CONTRACT RIGHT OR OPERATION,
THE PLANNING, DEVELOPMENT, FINANCING, ACQUISITION, CONSTRUCTION,  RECON-
STRUCTION,  REHABILITATION,  RENOVATION,  UNDERTAKING  OR MAINTENANCE OF
WHICH IS AUTHORIZED TO BE UNDERTAKEN IN WHOLE OR IN PART BY  THE  CORPO-
RATION  PURSUANT  TO THIS TITLE, INCLUDING BUT NOT LIMITED TO THE CORPO-
RATION'S ACQUISITION OF FACILITIES OR PROPERTY FROM THE COUNTY  PURSUANT
TO SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  S  3647-C.  ROCKLAND  HEALTH  CARE CORPORATION. 1. (A) THERE IS HEREBY
CREATED A STATE BOARD TO BE KNOWN AS THE  ROCKLAND  HEALTH  CARE  CORPO-
RATION WHICH SHALL BE A BODY CORPORATE AND POLITIC CONSTITUTING A PUBLIC
BENEFIT CORPORATION.
  (B)  THE  CORPORATION  SHALL  BE GOVERNED BY FIFTEEN VOTING DIRECTORS,
EIGHT OF WHOM SHALL BE APPOINTED BY THE GOVERNOR AS  PROVIDED  IN  PARA-
GRAPHS (C) AND (D) OF THIS SUBDIVISION, THREE OF WHOM SHALL BE APPOINTED
BY THE COUNTY EXECUTIVE FOR INITIAL TERMS OF TWO YEARS, AND FOUR OF WHOM
SHALL  BE APPOINTED BY THE COUNTY LEGISLATURE FOR INITIAL TERMS OF THREE
YEARS.
  (C) OF THE EIGHT DIRECTORS APPOINTED BY THE GOVERNOR, THREE  SHALL  BE
APPOINTED  UPON  THE RECOMMENDATION OF THE COUNTY EXECUTIVE, THREE SHALL
BE APPOINTED UPON THE RECOMMENDATION OF THE CHAIRPERSON  OF  THE  COUNTY
LEGISLATURE,  ONE,  WHO SHALL BE A RESIDENT OF ROCKLAND COUNTY, SHALL BE
APPOINTED UPON THE RECOMMENDATION OF THE SPEAKER  OF  THE  ASSEMBLY  AND
ONE, WHO SHALL BE A RESIDENT OF ROCKLAND COUNTY, SHALL BE APPOINTED UPON
THE RECOMMENDATION OF THE TEMPORARY PRESIDENT OF THE SENATE.
  (D)  OF  THE  DIRECTORS  FIRST APPOINTED BY THE GOVERNOR, THE DIRECTOR
APPOINTED UPON THE RECOMMENDATION OF  THE  TEMPORARY  PRESIDENT  OF  THE
SENATE, THE DIRECTOR APPOINTED UPON THE RECOMMENDATION OF THE SPEAKER OF
THE  ASSEMBLY, ONE OF THE DIRECTORS APPOINTED UPON THE RECOMMENDATION OF
THE COUNTY EXECUTIVE AND ONE OF THE DIRECTORS APPOINTED UPON THE  RECOM-
MENDATION  OF  THE  CHAIRPERSON  LEADER  OF THE COUNTY LEGISLATURE SHALL
SERVE FOR AN  INITIAL  TERM  OF  FOUR  YEARS.  THE  REMAINING  DIRECTORS
APPOINTED  BY THE GOVERNOR SHALL SERVE FOR AN INITIAL TERM OF TWO YEARS.
FOLLOWING THEIR INITIAL TERMS, DIRECTORS SHALL SERVE FOR A TERM OF  FIVE
YEARS.
  (E)  EACH  VOTING  DIRECTOR SHOULD POSSESS A HIGH DEGREE OF EXPERIENCE
AND KNOWLEDGE IN RELEVANT FIELDS AND A HIGH DEGREE OF  INTEREST  IN  THE
CORPORATION.  THE  APPOINTMENT OF ANY VOTING DIRECTOR TO THE CORPORATION
SHALL BE BASED IN PART ON THE OBJECTIVE OF ENSURING THAT THE CORPORATION
INCLUDES DIVERSE AND BENEFICIAL PERSPECTIVES AND EXPERIENCE,  INCLUDING,

S. 5435--C                          4                         A. 7875--C

BUT  NOT LIMITED TO, THOSE OF BUSINESS MANAGEMENT, LAW, FINANCE, MEDICAL
AND/OR OTHER HEALTH PROFESSIONALS, ELDERLY CARE, HEALTH SECTOR  WORKERS,
AND THE PATIENT OR CONSUMER PERSPECTIVE.
  (F) VACANCIES OCCURRING OTHERWISE THAN BY EXPIRATION OF TERM OF OFFICE
SHALL  BE  FILLED  FOR  THE  UNEXPIRED  TERMS IN THE MANNER PROVIDED FOR
ORIGINAL APPOINTMENT. ALL DIRECTORS AND NON-VOTING REPRESENTATIVES SHALL
CONTINUE TO HOLD OFFICE UNTIL THEIR SUCCESSORS ARE  APPOINTED  AND  HAVE
QUALIFIED.  VACANCIES SHALL BE FILLED IN THE SAME MANNER AS PROVIDED FOR
ORIGINAL APPOINTMENT. MEMBERS MAY BE REMOVED FROM OFFICE  BY  THE  BOARD
FOR  INEFFICIENCY,  NEGLECT  OF  DUTY OR MISCONDUCT IN OFFICE, AFTER THE
BOARD HAS GIVEN SUCH MEMBER A COPY OF THE CHARGES AGAINST HIM OR HER  OR
OPPORTUNITY  TO  BE HEARD IN PERSON OR BY COUNSEL IN HIS OR HER DEFENSE,
UPON NOT LESS THAN TEN DAYS NOTICE.
  2.  (A) THE VOTING DIRECTORS SHALL BY MAJORITY VOTE SELECT ONE OF  THE
FIFTEEN  VOTING  DIRECTORS  AS  THE CHAIRPERSON OF THE BOARD. THE CHAIR-
PERSON SHALL PRESIDE OVER ALL MEETINGS OF THE BOARD AND SHALL HAVE  SUCH
OTHER DUTIES AS THE VOTING DIRECTORS MAY DIRECT.
  (B)  THE  VOTING DIRECTORS OF THE CORPORATION SHALL RECEIVE NO COMPEN-
SATION FOR THEIR SERVICES,  BUT  MAY  BE  REIMBURSED  FOR  THEIR  ACTUAL
REASONABLE EXPENSES.
  (C)  THE  POWERS  OF  THE  CORPORATION SHALL BE VESTED IN AND SHALL BE
EXERCISED BY THE BOARD AT A MEETING DULY CALLED AND HELD WHERE A  QUORUM
OF  EIGHT  VOTING  DIRECTORS IS PRESENT. NO ACTION SHALL BE TAKEN BY THE
BOARD OF DIRECTORS EXCEPT PURSUANT TO THE FAVORABLE  VOTE  OF  AT  LEAST
EIGHT  VOTING  DIRECTORS  PRESENT  AT  A MEETING AT WHICH SUCH ACTION IS
TAKEN.
  3. THERE SHALL BE THREE NON-VOTING REPRESENTATIVES ON THE BOARD  WHICH
SHALL INCLUDE THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION AS SELECTED
BY  THE BOARD OF DIRECTORS PURSUANT TO SUBDIVISION FOUR OF THIS SECTION,
ONE REPRESENTATIVE SELECTED BY THE COUNTY EXECUTIVE, AND  ONE  REPRESEN-
TATIVE  SELECTED  BY  THE COUNTY LEGISLATURE. SUCH REPRESENTATIVES SHALL
HAVE ALL OF THE RIGHTS AND POWERS OF THE VOTING DIRECTORS OTHER THAN THE
RIGHT AND POWER TO VOTE, INCLUDING, BUT NOT LIMITED  TO,  THE  RIGHT  TO
EQUAL ACCESS TO INFORMATION.
  4.  THE BOARD OF DIRECTORS SHALL SELECT AND SHALL DETERMINE THE SALARY
AND BENEFITS OF THE CHIEF EXECUTIVE  OFFICER  OF  THE  CORPORATION.  THE
CHIEF  EXECUTIVE  OFFICER  SHALL  SERVE  AT THE PLEASURE OF THE BOARD OF
DIRECTORS PROVIDED, HOWEVER, THAT REMOVAL WITHOUT CAUSE SHALL NOT PREJU-
DICE THE CONTRACT RIGHTS, IF ANY, OF THE CHIEF EXECUTIVE OFFICER.
  5. NOTWITHSTANDING ANY INCONSISTENT PROVISION OF ANY GENERAL,  SPECIAL
OR  LOCAL  LAW,  ORDINANCE, RESOLUTION OR CHARTER, NO OFFICER, MEMBER OR
EMPLOYEE OF THE STATE OR OF ANY PUBLIC CORPORATION SHALL FORFEIT HIS  OR
HER  OFFICE OR EMPLOYMENT BY REASON OF HIS OR HER ACCEPTANCE OF APPOINT-
MENT AS A VOTING DIRECTOR, NON-VOTING DIRECTOR, OFFICER, OR EMPLOYEE  OF
THE CORPORATION, NOR SHALL SERVICE AS SUCH A VOTING DIRECTOR, NON-VOTING
DIRECTOR, OFFICER OR EMPLOYEE BE DEEMED INCOMPATIBLE OR IN CONFLICT WITH
SUCH  OFFICE,  OR  EMPLOYMENT, PROVIDED, HOWEVER, THAT NO PUBLIC OFFICER
ELECTED TO HIS OR HER OFFICE PURSUANT TO THE LAWS OF THE  STATE  OR  ANY
MUNICIPALITY  THEREOF MAY SERVE AS A MEMBER OF THE GOVERNING BODY OF THE
CORPORATION DURING HIS OR HER TERM OF OFFICE.
  6. THE CORPORATION AND ITS CORPORATE EXISTENCE  SHALL  CONTINUE  UNTIL
TERMINATED  BY  LAW,  PROVIDED,  HOWEVER, THAT NO SUCH TERMINATION SHALL
TAKE EFFECT SO LONG AS THE CORPORATION SHALL HAVE BONDS OR  OTHER  OBLI-
GATIONS  OUTSTANDING,  UNLESS  ADEQUATE  PROVISION HAS BEEN MADE FOR THE
PAYMENT OR SATISFACTION THEREOF. UPON TERMINATION OF  THE  EXISTENCE  OF
THE  CORPORATION,  ALL  OF  THE RIGHTS AND PROPERTIES OF THE CORPORATION

S. 5435--C                          5                         A. 7875--C

THEN REMAINING SHALL PASS TO AND VEST IN THE COUNTY IN  SUCH  MANNER  AS
PRESCRIBED BY LAW.
  7. CONTRACTS FOR PUBLIC WORKS OR PURCHASES TO WHICH THE CORPORATION IS
A  PARTY  SHALL  BE  SUBJECT  TO THE PROVISIONS OF ARTICLE FIVE-A OF THE
GENERAL MUNICIPAL LAW EXCEPT AS PROVIDED IN SUBDIVISIONS EIGHT AND  NINE
OF  THIS  SECTION PROVIDED, HOWEVER, THAT ANY PROCUREMENT LAWS CURRENTLY
APPLICABLE TO THE COUNTY BY VIRTUE OF ITS OWNERSHIP OF ANY HEALTH FACIL-
ITY TRANSFERRED TO THE CORPORATION SHALL ALSO APPLY TO THE  CORPORATION.
IN  ADDITION TO THE PROCEDURES PRESCRIBED UNDER SECTION ONE HUNDRED FOUR
OF THE GENERAL MUNICIPAL LAW FOR THE UTILIZATION OF THE TERMS  OF  STATE
CONTRACTS, THE CORPORATION MAY UTILIZE THE TERMS OF A FEDERAL GOVERNMENT
GENERAL  SERVICES  CONTRACT  WHERE THE TERMS ARE TO THE ADVANTAGE OF THE
CORPORATION AND HAVE BEEN OFFERED TO THE CORPORATION BY THE  CONTRACTOR.
WHEN  BIDS  HAVE  ALREADY  BEEN RECEIVED BY THE CORPORATION, NO PURCHASE
UNDER A FEDERAL GOVERNMENT  GENERAL  SERVICES  CONTRACT  SHALL  BE  MADE
UNLESS  THE  PURCHASE  MAY  BE  MADE UPON THE SAME TERMS, CONDITIONS AND
SPECIFICATIONS AT A LOWER PRICE THROUGH SUCH CONTRACTOR.
  8. IT IS THE INTENT OF THE LEGISLATURE THAT OVERALL COST SHOULD IN ALL
CASES BE A MAJOR CRITERION IN THE SELECTION OF  PROJECT  DEVELOPERS  FOR
AWARD  OF  CONTRACTS PURSUANT TO THIS SECTION AND THAT, WHEREVER PRACTI-
CAL, SUCH CONTRACTS SHOULD BE ENTERED INTO PURSUANT TO THE PROVISIONS OF
SECTIONS ONE HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL  MUNICIPAL
LAW.  IT  IS  FURTHER  THE  INTENT OF THE LEGISLATURE TO ACKNOWLEDGE THE
HIGHLY COMPLEX AND INNOVATIVE NATURE OF MEDICAL  TECHNOLOGY,  DIAGNOSTIC
AND  TREATMENT  DEVICES,  THE  RELATIVE NEWNESS OF A VARIETY OF DEVICES,
PROCESSES AND PROCEDURES NOW AVAILABLE, THE  DESIRABILITY  OF  A  SINGLE
POINT  OF  RESPONSIBILITY  FOR  THE DEVELOPMENT OF MEDICAL TREATMENT AND
DIAGNOSTIC  FACILITIES  AND  THE  ECONOMIC  AND  TECHNICAL  UTILITY   OF
CONTRACTS  FOR  MEDICAL  PROJECTS  WHICH  INCLUDE IN THEIR SCOPE VARIOUS
COMBINATIONS OF DESIGN, CONSTRUCTION, OPERATION, MANAGEMENT AND/OR MAIN-
TENANCE RESPONSIBILITY OVER PROLONGED PERIODS OF TIME AND THAT  IN  SOME
INSTANCES  IT  MAY  BE BENEFICIAL TO THE CORPORATION TO AWARD A CONTRACT
FOR A MEDICAL PROJECT ON THE BASIS OF FACTORS OTHER  THAN  CAPITAL  COST
ALONE, INCLUDING BUT NOT LIMITED TO FACILITY DESIGN, SYSTEM RELIABILITY,
EFFICIENCY, SAFETY, ESTIMATED COMPLETION TIME, LONG-TERM OPERATING COSTS
AND COMPATIBILITY WITH OTHER ELEMENTS OF PATIENT CARE.  ACCORDINGLY, AND
NOTWITHSTANDING  THE  PROVISIONS OF ANY GENERAL, SPECIAL OR LOCAL LAW OR
CHAPTER, A CONTRACT FOR A  MEDICAL  PROJECT  ENTERED  INTO  BETWEEN  THE
CORPORATION  AND  ANY  PROJECT DEVELOPER PURSUANT TO THIS SECTION MAY BE
AWARDED PURSUANT TO PUBLIC  BIDDING  IN  COMPLIANCE  WITH  SECTIONS  ONE
HUNDRED ONE AND ONE HUNDRED THREE OF THE GENERAL MUNICIPAL LAW OR PURSU-
ANT  TO  THE  FOLLOWING  PROVISIONS FOR THE AWARD OF A CONTRACT BASED ON
EVALUATION OF PROPOSALS SUBMITTED IN RESPONSE TO A REQUEST FOR PROPOSALS
PREPARED BY OR FOR THE CORPORATION:
  (A) THE CORPORATION SHALL REQUIRE THAT EACH PROPOSAL TO  BE  SUBMITTED
BY A PROJECT DEVELOPER SHALL INCLUDE:
  (1)  INFORMATION  RELATING  TO  THE  EXPERIENCE  AND  EXPERTISE OF THE
PROJECT DEVELOPER ON THE BASIS OF WHICH SAID PROJECT DEVELOPER  PURPORTS
TO  BE  QUALIFIED TO CARRY OUT ALL WORK REQUIRED BY A PROPOSED CONTRACT;
THE ABILITY OF THE PROJECT DEVELOPER TO SECURE ADEQUATE  FINANCING;  AND
PROPOSALS  FOR  PROJECT  STAFFING, IMPLEMENTATION OF WORK TASKS, AND THE
CARRYING OUT OF ALL RESPONSIBILITIES BY A PROPOSED CONTRACT;
  (2) A PROPOSAL CLEARLY IDENTIFYING AND SPECIFYING ALL ELEMENTS OF COST
WHICH WOULD BECOME CHARGES TO THE  CORPORATION,  IN  WHATEVER  FORM,  IN
RETURN  FOR  THE FULFILLMENT BY THE PROJECT DEVELOPER FOR THE FULL LIFE-
TIME OF A PROPOSED CONTRACT, INCLUDING, AS APPROPRIATE, BUT NOT  LIMITED

S. 5435--C                          6                         A. 7875--C

TO  THE  COST  OF  PLANNING, DESIGN, CONSTRUCTION, OPERATION, MANAGEMENT
AND/OR MAINTENANCE OF ANY FACILITY, AND CLEARLY IDENTIFYING AND SPECIFY-
ING ALL ELEMENTS OF REVENUE WHICH WOULD ACCRUE TO THE  CORPORATION  FROM
THE  OPERATION  OF  THE  FACILITY;  OR  DEVICE OR FROM ANY OTHER SOURCE;
PROVIDED, THAT THE CORPORATION MAY PRESCRIBE THE  FORM  AND  CONTENT  OF
SUCH  PROPOSAL AND THAT, IN ANY EVENT, THE PROJECT DEVELOPER MUST SUBMIT
SUFFICIENTLY DETAILED INFORMATION TO PERMIT A FAIR AND EQUITABLE  EVALU-
ATION  BY  THE CORPORATION OF SUCH PROPOSAL; AND PROVIDED, FURTHER, THAT
THE CORPORATION MAY SET MAXIMUM ALLOWABLE COST LIMITS IN ANY FORM IN THE
REQUEST FOR PROPOSALS; AND
  (3) SUCH OTHER INFORMATION AS THE CORPORATION MAY DETERMINE TO HAVE  A
MATERIAL  BEARING  ON ITS ABILITY TO EVALUATE ANY PROPOSAL IN ACCORDANCE
WITH THIS PARAGRAPH.
  (B) PRIOR TO THE ISSUANCE OF A REQUEST FOR PROPOSALS PURSUANT TO  THIS
PARAGRAPH,  THE  CORPORATION SHALL PUBLISH NOTICE OF SUCH ISSUANCE IN AT
LEAST ONE NEWSPAPER OF GENERAL CIRCULATION. CONCURRENT WITH THE PUBLICA-
TION OF SUCH NOTICE A DRAFT REQUEST FOR PROPOSALS SHALL  BE  FILED  WITH
THE COUNTY COMMISSIONER OF HEALTH.
  (C) PROPOSALS RECEIVED IN RESPONSE TO SUCH REQUEST FOR PROPOSALS SHALL
BE  EVALUATED  BY  THE  CORPORATION  AS TO NET CAPITAL COST OR, IF A NET
REVENUE IS PROJECTED, NET REVENUE,  AND  IN  A  MANNER  CONSISTENT  WITH
PROVISIONS  SET FORTH IN THE REQUEST FOR PROPOSALS, AND MAY BE EVALUATED
ON THE BASIS OF ADDITIONAL FACTORS, INCLUDING BUT  NOT  LIMITED  TO  THE
TECHNICAL  EVALUATION OF THE MEDICAL PROJECT INCLUDING MEDICAL FACILITY,
FACILITY DESIGN, SYSTEM RELIABILITY, ENERGY  BALANCE,  ANNUAL  OPERATING
COST,  ESTIMATED COMPLETION TIME AND EFFICIENCY.  THE EVALUATION OF SUCH
PROPOSALS AND THE  DETERMINATION  OF  WHETHER  A  PROJECT  DEVELOPER  IS
"RESPONSIBLE"  MAY  INCLUDE, BUT SHALL NOT BE LIMITED TO, CONSIDERATION,
IN A MANNER CONSISTENT WITH PROVISIONS SET  FORTH  IN  THE  REQUEST  FOR
PROPOSALS,  THE RECORD OF THE PROJECT DEVELOPER IN COMPLYING WITH EXIST-
ING LABOR STANDARDS AND RECOGNIZING STATE AND FEDERALLY APPROVED APPREN-
TICE TRAINING PROGRAMS, AND THE WILLINGNESS OF THE PROJECT DEVELOPER  TO
PROVIDE FOR MEANINGFUL PARTICIPATION OF WOMEN AND MINORITY GROUP PERSONS
AND BUSINESS ENTERPRISES IN THE CONDUCT OF THE WORK;
  (D)  THE  CORPORATION  MAY  MAKE  A  CONTRACT AWARD TO ANY RESPONSIBLE
PROJECT DEVELOPER SELECTED PURSUANT TO PARAGRAPH (A) OF THIS SUBDIVISION
BASED ON A DETERMINATION BY THE CORPORATION THAT THE  SELECTED  PROPOSAL
IS  MOST  RESPONSIVE TO THE REQUEST FOR PROPOSALS AND MAY NEGOTIATE WITH
ANY PROJECT DEVELOPER, PROVIDED, HOWEVER, THAT IF ANY AWARD IS  MADE  TO
ANY  PROJECT  DEVELOPER WHOSE TOTAL PROPOSAL DOES NOT PROVIDE EITHER THE
LOWEST NET COST, OR IF A NET REVENUE  IS  PROJECTED,  THE  GREATEST  NET
REVENUE,  OF ANY PROPOSAL RECEIVED, THE CORPORATION SHALL ADOPT A RESOL-
UTION WHICH INCLUDES PARTICULARIZED FINDINGS RELEVANT TO FACTORS  PURSU-
ANT TO SUCH PARAGRAPH INDICATING THAT THE CORPORATION'S REQUIREMENTS ARE
MET BY SUCH AWARD AND THAT SUCH ACTION IS IN THE PUBLIC INTEREST.
  (E)  WHENEVER  THE CORPORATION ENTERS INTO A CONTRACT PURSUANT TO THIS
SECTION  FOR  A  MEDICAL  PROJECT  WHICH  INVOLVES   CONSTRUCTION,   THE
PROVISIONS  OF  SECTION  TWO  HUNDRED  TWENTY  OF THE LABOR LAW SHALL BE
APPLICABLE TO SUCH CONSTRUCTION WORK.
  9. EVERY CONTRACT ENTERED INTO BETWEEN THE CORPORATION AND  A  PROJECT
DEVELOPER,  PURSUANT  TO  THE PROVISIONS OF PARAGRAPH (D) OF SUBDIVISION
EIGHT OF THIS SECTION, FOR A MEDICAL PROJECT INVOLVING CONSTRUCTION OF A
MEDICAL BUILDING BY THE PROJECT DEVELOPER, SHALL CONTAIN PROVISIONS THAT
SUCH  BUILDING  SHALL  BE  CONSTRUCTED  THROUGH  CONSTRUCTION  CONTRACTS
AWARDED  THROUGH  COMPETITIVE  BIDDING IN ACCORDANCE WITH PARAGRAPHS (A)
THROUGH (G) OF THIS SUBDIVISION;  THAT  THE  PROJECT  DEVELOPER  OR  THE

S. 5435--C                          7                         A. 7875--C

PROJECT  DEVELOPER'S  CONSTRUCTION  SUBCONTRACTOR  SHALL  FURNISH A BOND
GUARANTEEING PROMPT PAYMENT OF  MONEYS  THAT  ARE  DUE  TO  ALL  PERSONS
FURNISHING  LABOR  AND  MATERIALS  PURSUANT  TO THE REQUIREMENTS OF SUCH
CONSTRUCTION  CONTRACTS,  AND  THAT A COPY OF SUCH PAYMENT BOND SHALL BE
KEPT BY  THE  CORPORATION  AND  SHALL  BE  OPEN  TO  PUBLIC  INSPECTION;
PROVIDED,  HOWEVER,  THAT THE REQUIREMENTS OF THIS SUBDIVISION SHALL NOT
APPLY WHEN THE COST OF A CONSTRUCTION PROJECT IS LESS THAN  ONE  MILLION
DOLLARS.
  (A)   THE   PROJECT  DEVELOPER  SHALL  ADVERTISE  FOR  BIDS  FOR  SUCH
CONSTRUCTION CONTRACTS IN A DAILY NEWSPAPER HAVING  GENERAL  CIRCULATION
IN  THE COUNTY. SUCH ADVERTISEMENT SHALL CONTAIN A STATEMENT OF THE TIME
AND PLACE WHERE ALL BIDS  RECEIVED  PURSUANT  TO  SUCH  NOTICE  WILL  BE
PUBLICLY OPENED AND READ. AN EMPLOYEE OF THE CORPORATION SHALL BE DESIG-
NATED  TO  OPEN  THE BIDS AT THE TIME AND PLACE SPECIFIED IN THE NOTICE.
ALL BIDS RECEIVED SHALL BE PUBLICLY OPENED AND  READ  AT  THE  TIME  AND
PLACE SO SPECIFIED. AT LEAST FIVE DAYS SHALL ELAPSE BETWEEN THE PUBLICA-
TION OF SUCH ADVERTISEMENT AND DATE ON WHICH THE BIDS ARE OPENED.
  (B)  WHEN  THE ENTIRE COST OF CONSTRUCTING SUCH BUILDING, EXCLUSIVE OF
ANY MEDICAL EQUIPMENT, APPARATUS OR DEVICES, SHALL  EXCEED  ONE  MILLION
DOLLARS, THE PROJECT DEVELOPER SHALL PREPARE SEPARATE SPECIFICATIONS FOR
THE  FOLLOWING  SUBDIVISIONS  OF SUCH WORK, SO AS TO PERMIT SEPARATE AND
INDEPENDENT BIDDING UPON EACH SUBDIVISION:
  (1) PLUMBING AND GAS FITTINGS;
  (2) STEAM HEATING, HOT WATER HEATING, VENTILATING AND AIR CONDITIONING
APPARATUS; AND
  (3) ELECTRIC WIRING AND STANDARD ILLUMINATING FIXTURES.
  (C) AFTER PUBLIC COMPETITIVE  BIDDING,  THE  PROJECT  DEVELOPER  SHALL
AWARD  ONE OR MORE SEPARATE CONTRACTS FOR EACH OF THE ABOVE SUBDIVISIONS
OF SUCH WORK, WHENEVER SEPARATE SPECIFICATIONS ARE REQUIRED PURSUANT  TO
PARAGRAPH  (B)  OF  THIS  SUBDIVISION, AND ONE OR MORE CONTRACTS FOR THE
REMAINDER OF SUCH WORK. THE PROJECT DEVELOPER MAY AWARD  SUCH  CONTRACTS
AT  DIFFERENT  TIMES. CONTRACTS AWARDED PURSUANT TO THIS PARAGRAPH SHALL
BE AWARDED BY THE  PROJECT  DEVELOPER  TO  THE  LOWEST  RESPONSIBLE  AND
RESPONSIVE  BIDDER  AND  SHALL BE CONTRACTS OF THE PROJECT DEVELOPER AND
NOT OF THE CORPORATION WHICH SHALL HAVE NO  OBLIGATION  OR  LIABILITIES,
WHATSOEVER,  THEREUNDER.  THE PROJECT DEVELOPER SHALL HAVE THE RESPONSI-
BILITY FOR  THE  SUPERVISION,  COORDINATION,  AND  TERMINATION  OF  SUCH
CONTRACTS,  UNLESS  OTHERWISE SPECIFIED IN CONTRACTUAL TERMS BETWEEN THE
PROJECT DEVELOPER AND THE CORPORATION.
  (D) IN DETERMINING WHETHER A PROSPECTIVE CONTRACTOR IS RESPONSIBLE AND
RESPONSIVE, THE PROJECT DEVELOPER MAY REQUIRE THAT PROSPECTIVE  CONTRAC-
TORS:
  (1)  HAVE  ADEQUATE  FINANCIAL RESOURCES OR THE ABILITY TO OBTAIN SUCH
RESOURCES;
  (2) BE ABLE TO COMPLY  WITH  THE  REQUIRED  OR  PROPOSED  DELIVERY  OR
PERFORMANCE SCHEDULE;
  (3) HAVE A SATISFACTORY RECORD OF PERFORMANCE;
  (4) HAVE THE NECESSARY ORGANIZATION, EXPERIENCE, OPERATIONAL CONTROLS,
AND TECHNICAL SKILLS, OR THE ABILITY TO OBTAIN THEM;
  (5)  HAVE  THE NECESSARY PRODUCTION, CONSTRUCTION AND TECHNICAL EQUIP-
MENT AND FACILITIES, OR THE ABILITY TO OBTAIN THEM; AND
  (6) BE ELIGIBLE TO RECEIVE AN AWARD UNDER  APPLICABLE  LAW  AND  REGU-
LATIONS AND BE OTHERWISE QUALIFIED.
  (E)  THE  PROJECT DEVELOPER MAY REJECT ANY BID FROM A BIDDER WHICH THE
PROJECT DEVELOPER DETERMINES TO BE NON-RESPONSIBLE OR NON-RESPONSIVE  TO
THE ADVERTISEMENT FOR BIDS.

S. 5435--C                          8                         A. 7875--C

  (F) THE PROJECT DEVELOPER MAY, IN ITS DISCRETION, REJECT ALL BIDS, AND
MAY  REVISE BID SPECIFICATIONS AND MAY RE-ADVERTISE FOR BIDS AS PROVIDED
HEREIN.
  (G) ONLY AS USED IN THIS SECTION:
  (1)  "PROJECT  DEVELOPER"  MEANS ANY PRIVATE CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY, OR INDIVIDUAL, OR COMBINATION  THEREOF  WHICH
HAS SUBMITTED A PROPOSAL IN RESPONSE TO A REQUEST FOR PROPOSALS;
  (2)  "CONSTRUCTION"  SHALL  INCLUDE  RECONSTRUCTION, REHABILITATION OR
IMPROVEMENT EXCLUSIVE OF THE INSTALLATION AND ASSEMBLY  OF  ANY  MEDICAL
EQUIPMENT, APPARATUS OR DEVICE;
  (3)  "MEDICAL  BUILDING"  MEANS  THAT  COMPONENT  OF A MEDICAL PROJECT
CONSTITUTING APPURTENANT STRUCTURES OR FACILITIES NECESSARY TO HOUSE  OR
RENDER  THE  REMAINING  COMPONENTS  OF  THE MEDICAL PROJECT OPERATIONAL.
MEDICAL  BUILDING  SHALL  NOT  INCLUDE  APPARATUS,  EQUIPMENT,  DEVICES,
SYSTEMS, SUPPLIES OR ANY COMBINATION THEREOF; AND
  (4)  "MEDICAL PROJECT" MEANS ANY SUBSTANTIAL DURABLE APPARATUS, EQUIP-
MENT, DEVICE OR SYSTEM, OR ANY COMBINATION OF THE  FOREGOING,  INCLUDING
SERVICES  NECESSARY TO INSTALL, ERECT, OR ASSEMBLE THE FOREGOING AND ANY
APPURTENANT STRUCTURES OR FACILITIES NECESSARY TO HOUSE  OR  RENDER  THE
FOREGOING  OPERATIONAL, TO BE USED FOR THE PURPOSE OF CARE, TREATMENT OR
DIAGNOSIS OF DISEASE OR INJURY OR THE RELIEF OF PAIN  AND  SUFFERING  OF
SICK  OR  INJURED PERSONS.   MEDICAL PROJECTS SHALL NOT INCLUDE ORDINARY
SUPPLIES AND EQUIPMENT EXPENDED OR UTILIZED IN THE  CUSTOMARY  CARE  AND
TREATMENT OF PATIENTS.
  10.  (A)  FOR  PURPOSES OF APPLYING SECTION EIGHTY-SEVEN OF THE PUBLIC
OFFICERS LAW, TO THE CORPORATION, THE TERM "TRADE SECRETS" SHALL INCLUDE
MARKETING STRATEGY OR STRATEGIC MARKETING PLANS,  ANALYSES,  EVALUATIONS
AND PRICING STRATEGIES OR PRICING COMMITMENTS OF THE CORPORATION, RELAT-
ING TO THE BUSINESS DEVELOPMENT, WHICH, IF DISCLOSED, WOULD BE LIKELY TO
INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  (B)  IN  ADDITION TO THE MATTERS LISTED IN SECTION ONE HUNDRED FIVE OF
THE PUBLIC OFFICERS  LAW,  THE  CORPORATION  MAY  CONDUCT  AN  EXECUTIVE
SESSION  FOR  THE PURPOSE OF CONSIDERING MARKETING STRATEGY OR STRATEGIC
MARKETING PLANS, ANALYSES, EVALUATIONS AND  PRICING  STRATEGIES  OF  THE
CORPORATION,  RELATING  TO  BUSINESS  DEVELOPMENT,  WHICH, IF DISCLOSED,
WOULD BE LIKELY TO INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
  S 3647-D. TRANSFER OF OFFICERS AND EMPLOYEES; CIVIL SERVICE. 1. (A) ON
THE EFFECTIVE DATE OF THE TRANSFER OF THE FACILITIES AND  OPERATIONS  OF
THE COUNTY TO THE CORPORATION PURSUANT TO AN AGREEMENT BETWEEN THE COUN-
TY AND THE CORPORATION AS AUTHORIZED IN THIS TITLE, OFFICERS AND EMPLOY-
EES  EMPLOYED IN A DEPARTMENT OR AGENCY OF THE COUNTY SHALL BECOME OFFI-
CERS AND EMPLOYEES OF THE CORPORATION WITH EQUIVALENT OFFICES, POSITIONS
AND EMPLOYMENT THEREWITH AND SHALL BE DEEMED PUBLIC OFFICERS  OR  PUBLIC
EMPLOYEES FOR ALL PURPOSES.
  (B)  IN ACCORDANCE WITH THE PROVISIONS OF SECTION SEVENTY OF THE CIVIL
SERVICE LAW, FOR A PERIOD NOT TO  EXTEND  BEYOND  SIX  MONTHS  FROM  THE
EFFECTIVE  DATE  OF THE TRANSFER OF ANY FACILITIES AND OPERATIONS OF THE
COUNTY PURSUANT TO AN AGREEMENT BETWEEN THE COUNTY AND  THE  CORPORATION
AS AUTHORIZED IN THIS TITLE, ANY OTHER OFFICER OR EMPLOYEE OF THE COUNTY
MAY, AT THE REQUEST OF THE CORPORATION AND WITH THE CONSENT OF THE COUN-
TY  EXECUTIVE  AND THE OFFICER OR EMPLOYEE, BE TRANSFERRED TO THE CORPO-
RATION AND SHALL BE ELIGIBLE FOR SUCH TRANSFER AND APPOINTMENT,  WITHOUT
FURTHER  EXAMINATION,  TO  APPLICABLE  OFFICES, POSITIONS AND EMPLOYMENT
UNDER THE CORPORATION.
  (C) ANY PERSON WHO, AT THE TIME  HE  OR  SHE  BECOMES  AN  OFFICER  OR
EMPLOYEE  OF  THE  CORPORATION  PURSUANT TO PARAGRAPH (A) OR (B) OF THIS

S. 5435--C                          9                         A. 7875--C

SUBDIVISION, HAS A TEMPORARY OR PROVISIONAL APPOINTMENT SHALL BE  TRANS-
FERRED  SUBJECT TO THE SAME RIGHT OF REMOVAL, EXAMINATION OR TERMINATION
AS THOUGH SUCH TRANSFER HAD NOT BEEN MADE  EXCEPT  TO  THE  EXTENT  SUCH
RIGHTS ARE MODIFIED BY A COLLECTIVE BARGAINING AGREEMENT.
  (D)  THERE  SHALL  BE  NO  LAYOFFS OF ANY OFFICERS OR EMPLOYEES OF THE
CORPORATION WHICH ARE A DIRECT CONSEQUENCE  OF  THE  ENACTMENT  OF  THIS
TITLE. THERE SHALL BE A PRESUMPTION THAT ANY LAYOFFS OCCURRING MORE THAN
TWENTY-FOUR  MONTHS  AFTER THE EFFECTIVE TRANSFER DATE DESCRIBED IN THIS
SUBDIVISION SHALL BE DEEMED NOT TO BE SUCH A DIRECT CONSEQUENCE.
  (E) NOTHING CONTAINED IN THIS SECTION SHALL BE  CONSTRUED  TO  PREVENT
THE  ELIMINATION  OF  ANY  SERVICE AT ANY TIME AS A RESULT OF THE ELIMI-
NATION OF STATE OR FEDERAL  ASSISTANCE,  THE  ELIMINATION  OF  AVAILABLE
REVENUE  REIMBURSEMENT,  LOSS  OF CERTIFICATION OR LICENSURE, OR LOSS OF
FINANCIAL VIABILITY.
  2. THE CORPORATION SHALL BE BOUND BY ALL EXISTING COLLECTIVE  BARGAIN-
ING  AGREEMENTS  IN  EFFECT WITH EMPLOYEE ORGANIZATIONS REPRESENTING ANY
EMPLOYEES TRANSFERRED TO THE CORPORATION PURSUANT TO  PARAGRAPH  (A)  OR
(B)  OF  SUBDIVISION  ONE OF THIS SECTION; ALL EXISTING TERMS AND CONDI-
TIONS OF EMPLOYMENT SHALL REMAIN IN EFFECT UNTIL ALTERED BY THE TERMS OF
A SUCCESSOR CONTRACT WITH THE CORPORATION; SUCCESSOR  EMPLOYEES  TO  THE
POSITIONS  HELD  BY SUCH EMPLOYEES SHALL, CONSISTENT WITH THE PROVISIONS
OF ARTICLE FOURTEEN OF THE CIVIL SERVICE LAW, BE INCLUDED  IN  THE  SAME
UNIT  AS  THEIR  PREDECESSORS. EMPLOYEES SERVICING IN POSITIONS IN NEWLY
CREATED TITLES SHALL BE ASSIGNED TO THE APPROPRIATE BARGAINING UNIT.  IF
THERE ARE NO COLLECTIVE BARGAINING AGREEMENTS IN EFFECT AT THE TIME SUCH
EMPLOYEES  ARE  TRANSFERRED  TO  THE  CORPORATION, THE CORPORATION SHALL
ESTABLISH NEW BARGAINING UNITS UNIQUE TO THE CORPORATION FOR PURPOSES OF
REACHING COLLECTIVE  BARGAINING  AGREEMENTS.  NOTHING  CONTAINED  HEREIN
SHALL BE CONSTRUED TO AFFECT:
  (A) THE RIGHTS OF EMPLOYEES PURSUANT TO A COLLECTIVE BARGAINING AGREE-
MENT;
  (B) THE REPRESENTATIONAL RELATIONSHIPS AMONG EMPLOYEE ORGANIZATIONS OR
THE  BARGAINING  RELATIONSHIPS BETWEEN THE COUNTY, STATE AND AN EMPLOYEE
ORGANIZATION; OR
  (C) EXISTING LAW WITH RESPECT TO AN APPLICATION TO THE PUBLIC  EMPLOY-
MENT  RELATIONS  BOARD  SEEKING  DESIGNATION  BY  THE BOARD THAT CERTAIN
PERSONS ARE MANAGERIAL OR CONFIDENTIAL. NOTHING  HEREIN  SHALL  PRECLUDE
THE  MERGER  OF  NEGOTIATING  UNITS OF EMPLOYEES WITH THE CONSENT OF THE
RECOGNIZED OR CERTIFIED REPRESENTATIVES OF SUCH UNITS.
  3. THE SALARY OR COMPENSATION OF ANY SUCH OFFICER OR  EMPLOYEE,  AFTER
SUCH  TRANSFER, SHALL BE PAID BY THE CORPORATION. THE CORPORATION SHALL,
UPON TRANSFER, ACKNOWLEDGE AND GIVE CREDIT FOR ALL LEAVE  BALANCES  HELD
BY SUCH OFFICERS AND EMPLOYEES ON THE DATE OF TRANSFER.
  4. THE CORPORATION SHALL BE SUBJECT TO THE CIVIL SERVICE LAW.
  S  3647-E.  GENERAL  POWERS OF THE CORPORATION. SUBJECT TO THIS TITLE,
THE CIVIL PRACTICE LAW AND RULES, THE  PUBLIC  HEALTH  LAW,  THE  MENTAL
HYGIENE  LAW,  THE  SOCIAL  SERVICES LAW, THE EDUCATION LAW OR ANY OTHER
APPLICABLE LAW OR REGULATION, THE CORPORATION SHALL HAVE POWER:
  1. TO SUE AND BE SUED;
  2. TO HAVE A SEAL AND ALTER THE SAME AT PLEASURE;
  3. TO BORROW MONEY AND ISSUE BONDS FOR ANY OF ITS  CORPORATE  PURPOSES
OR ITS PROJECTS, OR TO REFUND THE SAME, AND TO PROVIDE FOR THE RIGHTS OF
THE HOLDERS THEREOF;
  4. TO MAKE AND ALTER BY-LAWS FOR ITS ORGANIZATION AND MANAGEMENT, AND,
SUBJECT  TO AGREEMENTS WITH ITS BONDHOLDERS, TO MAKE AND ALTER RULES AND

S. 5435--C                         10                         A. 7875--C

REGULATIONS GOVERNING THE EXERCISE OF ITS POWERS AND THE FULFILLMENT  OF
ITS PURPOSES UNDER THIS TITLE;
  5. (A) TO ACQUIRE BY PURCHASE, GRANT, LEASE, GIFT, OR OTHERWISE AND TO
HOLD  AND  USE  PROPERTY NECESSARY, CONVENIENT OR DESIRABLE TO CARRY OUT
ITS CORPORATE PURPOSES, AND TO SELL, CONVEY,  MORTGAGE,  LEASE,  PLEDGE,
EXCHANGE OR OTHERWISE DISPOSE OF ANY SUCH PROPERTY IN SUCH MANNER AS THE
CORPORATION SHALL DETERMINE;
  (B)  TO  ACQUIRE  BY  CONDEMNATION  PURSUANT  TO THE PROVISIONS OF THE
EMINENT DOMAIN  PROCEDURE  LAW  ANY  REAL  PROPERTY  WITHIN  THE  COUNTY
REQUIRED  BY  THE  CORPORATION  TO  CARRY OUT THE POWERS GRANTED BY THIS
TITLE WITH THE APPROVAL OF BOTH THE COUNTY LEGISLATURE  AND  THE  COUNTY
EXECUTIVE;
  6.  TO  ACQUIRE,  CONSTRUCT,  LEASE, EXPAND, IMPROVE, MAINTAIN, EQUIP,
FURNISH, OPERATE ONE OR MORE PROJECTS AND,  IF  NECESSARY,  TO  PAY  OR,
FINANCE THE COST THEREOF;
  7. TO ACCEPT GIFTS, GRANTS, LOANS OR CONTRIBUTIONS OF FUNDS OR PROPER-
TY  OR FINANCIAL OR OTHER AID IN ANY FORM FROM, AND ENTER INTO CONTRACTS
OR OTHER TRANSACTIONS WITH, THE FEDERAL GOVERNMENT, THE STATE, THE COUN-
TY OR ANY PUBLIC CORPORATION OR ANY OTHER SOURCE, AND TO  USE  ANY  SUCH
GIFTS, GRANTS, LOANS OR CONTRIBUTIONS FOR ANY OF ITS CORPORATE PURPOSES;
  8.  TO GRANT OPTIONS TO RENEW ANY LEASE WITH RESPECT TO ANY PROJECT OR
PROJECTS AND TO GRANT OPTIONS TO BUY ANY PROJECT AT SUCH  PRICE  AS  THE
CORPORATION MAY DEEM DESIRABLE;
  9. TO DESIGNATE THE DEPOSITORIES OF ITS MONEY;
  10. TO ESTABLISH ITS FISCAL YEAR;
  11.  TO  ENTER INTO CONTRACTS AND TO EXECUTE ALL INSTRUMENTS NECESSARY
OR CONVENIENT OR DESIRABLE FOR THE PURPOSES OF THE CORPORATION TO  CARRY
OUT ANY POWERS EXPRESSLY GIVEN TO IT IN THIS TITLE;
  12.  TO APPOINT SUCH OFFICERS, EMPLOYEES AND AGENTS AS THE CORPORATION
MAY REQUIRE FOR THE PERFORMANCE OF ITS DUTIES AND TO FIX  AND  DETERMINE
THEIR QUALIFICATIONS, DUTIES, AND COMPENSATION SUBJECT TO THE PROVISIONS
OF THE CIVIL SERVICE LAW AND ANY APPLICABLE COLLECTIVE BARGAINING AGREE-
MENT,  AND  TO RETAIN OR EMPLOY COUNSEL, AUDITORS, ENGINEERS AND PRIVATE
CONSULTANTS ON A CONTRACT BASIS,  OR  OTHERWISE  FOR  RENDERING  PROFES-
SIONAL, MANAGEMENT OR TECHNICAL SERVICES AND ADVICE;
  13.  TO USE EMPLOYEES, AGENTS, CONSULTANTS AND FACILITIES OF THE COUN-
TY, PAYING THE COUNTY ITS AGREED PROPORTION OF THE COMPENSATION OR COSTS
PURSUANT TO AN AGREEMENT WITH THE COUNTY;
  14. TO MAKE AND ADOPT PLANS, SURVEYS AND STUDIES NECESSARY, CONVENIENT
OR DESIRABLE TO THE EFFECTUATION OF  THE  PURPOSES  AND  POWERS  OF  THE
CORPORATION AND TO PREPARE RECOMMENDATIONS IN REGARD THERETO;
  15.  EXCEPT  WHERE OTHERWISE PROVIDED BY LAW OR REGULATION, TO FIX AND
COLLECT RATES, RENTALS, FEES AND OTHER CHARGES FOR THE SERVICES RENDERED
BY OR FOR USE OF THE FACILITIES OR IN THE EXERCISE OF THE POWERS OF  THE
CORPORATION;
  16. TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE LODGMENT OF
THE  CORPORATION  MAY  BE  NECESSARY,  CONVENIENT  OR  DESIRABLE FOR THE
PURPOSE OF MAKING SURVEYS, SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOM-
PLISH ANY PURPOSE AUTHORIZED BY THIS TITLE, THE CORPORATION BEING LIABLE
FOR ACTUAL DAMAGE DONE;
  17. TO INSURE OR OTHERWISE TO PROVIDE FOR THE INSURANCE OF THE  CORPO-
RATION'S  PROPERTY  OR  OPERATIONS  AND ALSO CONTRACT AGAINST SUCH OTHER
RISKS AS THE CORPORATION MAY DEEM ADVISABLE, INCLUDING THE INTEREST RATE
RISK FOR OBLIGATIONS IT ISSUES BEARING INTEREST AT A FLOATING OR  OTHER-
WISE ADJUSTABLE RATE WHICH PREVENTS THE ACTUAL RATE OVER THE TERM OF THE

S. 5435--C                         11                         A. 7875--C

DEBT FROM BEING ASCERTAINED AT THE DATE OF ITS INCURRENCE, AND INCLUDING
THE POWER TO MAKE ANY PAYMENTS WITH RESPECT THERETO; AND
  18.  TO  DO  ALL  THINGS NECESSARY, CONVENIENT OR DESIRABLE, INCLUDING
ANCILLARY AND INCIDENTAL ACTIVITIES, TO CARRY OUT ITS PURPOSES  AND  FOR
THE EXERCISE OF THE POWERS GRANTED IN THIS TITLE.
  S  3647-F.  SPECIAL  POWERS OF THE CORPORATION. IN ORDER TO EFFECTUATE
THE PURPOSES OF THIS TITLE, THE CORPORATION  SHALL  HAVE  THE  FOLLOWING
ADDITIONAL  POWERS,  SUBJECT  TO  THIS TITLE, THE CIVIL PRACTICE LAW AND
RULES, THE PUBLIC  HEALTH  LAW,  THE  MENTAL  HYGIENE  LAW,  THE  SOCIAL
SERVICES  LAW,  THE  EDUCATION LAW AND ANY OTHER APPLICABLE LAW OR REGU-
LATION:
  1. TO OPERATE, MANAGE, SUPERINTEND AND  CONTROL  ANY  HEALTH  FACILITY
UNDER ITS JURISDICTION AND TO REPAIR, MAINTAIN AND OTHERWISE KEEP UP ANY
SUCH  HEALTH  FACILITY;  AND TO ESTABLISH AND COLLECT FEES, RENTALS, AND
OTHER CHARGES FOR THE SALE, LEASE OR SUBLEASE OF ANY SUCH HEALTH FACILI-
TY, SUBJECT TO THE TERMS AND CONDITIONS OF ANY CONTRACT, LEASE, SUBLEASE
OR OTHER AGREEMENT WITH THE COUNTY;
  2. TO PROVIDE HEALTH AND MEDICAL SERVICES FOR THE PUBLIC  DIRECTLY  OR
BY  AGREEMENT OR LEASE WITH ANY PERSON, FIRM OR PRIVATE OR PUBLIC CORPO-
RATION OR ASSOCIATION THROUGH OR IN THE HEALTH FACILITIES OF THE  CORPO-
RATION  OR  OTHERWISE AND TO MAKE INTERNAL POLICIES GOVERNING ADMISSIONS
AND HEALTH AND MEDICAL SERVICES; AND TO ESTABLISH AND COLLECT  FEES  AND
OTHER CHARGES FOR THE PROVISION OF SUCH HEALTH AND MEDICAL SERVICES; AND
TO  PROVIDE AND MAINTAIN RESIDENT PHYSICIAN AND INTERN MEDICAL SERVICES;
AND TO SPONSOR AND CONDUCT RESEARCH, EDUCATIONAL AND TRAINING PROGRAMS;
  3. TO ENTER INTO  CONTRACTS,  LEASES  AND  OTHER  AGREEMENTS  FOR  THE
PURPOSE  OF  AFFILIATING  WITH  A MEDICAL COLLEGE OR RELATED EDUCATIONAL
AGENCY OR INSTITUTION  IN  CONJUNCTION  WITH  THE  CORPORATION'S  HEALTH
FACILITIES,  WHICH  AGREEMENTS MAY PROVIDE FOR THE MANAGEMENT, OPERATION
AND STAFFING OF HEALTH FACILITIES,  THE  RECONSTRUCTION,  RENOVATION  OR
ADDITION  TO  HEALTH  FACILITIES; THE PROVISION OF NECESSARY FACILITIES,
UTILITIES AND SERVICES; AND SUCH OTHER CONDITIONS OR FEATURES  NECESSARY
AND  PROPER  FOR  SUCH  PURPOSE  AND  FOR  THE PUBLIC HEALTH AND GENERAL
WELFARE;
  4. TO DETERMINE THE CONDITIONS UNDER WHICH A PHYSICIAN MAY BE EXTENDED
THE PRIVILEGE OF PRACTICING WITHIN A HEALTH FACILITY UNDER THE JURISDIC-
TION OF THE CORPORATION, AND TO PROMULGATE REASONABLE INTERNAL  POLICIES
FOR THE CONDUCT OF ALL PERSONS, PHYSICIANS AND NURSES WITHIN SUCH FACIL-
ITY; AND
  5.  (A)  EXCEPT  AS  OTHERWISE PROVIDED IN ANY APPLICABLE LAW OR REGU-
LATION, TO EXERCISE AND PERFORM ALL OR PART  OF  ITS  PURPOSES,  POWERS,
DUTIES,  FUNCTIONS OR ACTIVITIES THROUGH ONE OR MORE SUBSIDIARY ENTITIES
OWNED OR CONTROLLED WHOLLY OR IN PART BY THE CORPORATION, WHICH SHALL BE
FORMED PURSUANT TO THE BUSINESS CORPORATION LAW, THE  LIMITED  LIABILITY
COMPANY LAW, OR THE NOT-FOR-PROFIT CORPORATION LAW, IN EACH CASE SUBJECT
TO ALL THE LIMITATIONS PROVIDED IN THIS TITLE.
  (B)  ANY  SUCH  SUBSIDIARY  MAY  BE  AUTHORIZED TO ACT AS A GENERAL OR
LIMITED PARTNER IN A PARTNERSHIP OR AS A MEMBER OF A  LIMITED  LIABILITY
COMPANY, AND ENTER INTO AN ARRANGEMENT CALLING FOR AN INITIAL AND SUBSE-
QUENT  PAYMENT  BY  SUCH  SUBSIDIARY  IN CONSIDERATION OF AN INTEREST IN
REVENUES OR OTHER CONTRACTUAL RIGHTS.
  (C) AN ENTITY SHALL BE DEEMED A SUBSIDIARY WHENEVER AND SO LONG AS (1)
MORE THAN HALF OF ANY VOTING SHARES OF SUCH SUBSIDIARY ARE OWNED OR HELD
BY THE CORPORATION OR (2) A  MAJORITY  OF  THE  DIRECTORS,  TRUSTEES  OR
MEMBERS OF SUCH SUBSIDIARY ARE DESIGNEES OF THE CORPORATION.

S. 5435--C                         12                         A. 7875--C

  (D)  THE CORPORATION MAY TRANSFER TO ANY SUBSIDIARY ENTITY ANY MONIES,
REAL OR PERSONAL OR MIXED PROPERTY IN ORDER TO CARRY OUT THE PURPOSES OF
THIS TITLE, SUBJECT TO THE RIGHTS OF THE HOLDERS OF  ANY  BONDS  OF  THE
CORPORATION.
  (E)  ANY  SUBSIDIARY  WHICH  PROVIDES  HEALTH CARE SERVICES PREVIOUSLY
PROVIDED BY THE COUNTY AND TRANSFERRED BY THE CORPORATION TO THE SUBSID-
IARY SHALL COMPLY WITH AND  BE  SUBJECT  TO  SUBDIVISION  NINE  OF  THIS
SECTION  AND SUBDIVISIONS SEVEN THROUGH TEN INCLUSIVE OF SECTION THIRTY-
SIX HUNDRED FORTY-SEVEN-C, SECTIONS  THIRTY-SIX  HUNDRED  FORTY-SEVEN-K,
THIRTY-SIX  HUNDRED  FORTY-SEVEN-O,  THIRTY-SIX  HUNDRED  FORTY-SEVEN-Q,
THIRTY-SIX HUNDRED FORTY-SEVEN-R AND THIRTY-SIX HUNDRED FORTY-SEVEN-S OF
THIS TITLE AS APPLICABLE. THE TRANSFER OF ANY MONIES, REAL  OR  PERSONAL
OR  MIXED PROPERTY TO A SUBSIDIARY SHALL BE GOVERNED BY ANY RESTRICTIONS
OR LIMITATIONS AS THE COUNTY MAY ESTABLISH IN THE AGREEMENT BETWEEN  THE
COUNTY  AND  THE  CORPORATION AS DESCRIBED IN SUBDIVISION ONE OF SECTION
THIRTY-SIX HUNDRED FORTY-SEVEN-G OF THIS TITLE.
  (F) ANY MATERIAL CHANGE IN THE OPERATION OF  A  HEALTH  FACILITY  THAT
OCCURS  PURSUANT  TO A TRANSFER OR AGREEMENT BETWEEN THE CORPORATION AND
ANY OF ITS SUBSIDIARIES SHALL REQUIRE THE BOARD OF SUCH  CORPORATION  OR
SUBSIDIARY  TO  PROVIDE  WRITTEN NOTICE OF SUCH TRANSFER OR AGREEMENT TO
THE COUNTY EXECUTIVE AND MAJORITY LEADER  AND  MINORITY  LEADER  OF  THE
COUNTY LEGISLATURE WITHIN SEVEN DAYS OF SUCH TRANSFER.
  6.  TO  CONTRACT WITH THE COUNTY FOR RELATED PUBLIC HEALTH SERVICES TO
BE DETERMINED BY THE COUNTY AND THE CORPORATION.
  7. TO NEGOTIATE AND MAKE ANY PAYMENTS IN LIEU OF TAXES  WITH  A  POLI-
TICAL SUBDIVISION WHERE THE CORPORATION HOLDS REAL ESTATE.
  8. TO CONTRACT WITH THE COUNTY TO PROVIDE, IN WHOLE OR IN PART, HEALTH
CARE  SERVICES,  AND  TO  OPERATE  FACILITIES AND PROGRAMS WHICH PROVIDE
HEALTH CARE SERVICES.
  9. TO PROVIDE UNCOMPENSATED CARE TO PERSONS IN  NEED  OF  HEALTH  CARE
SERVICES WITHOUT THE ABILITY TO PAY.
  S  3647-G. TRANSFER OF PROPERTY; RELATIONSHIP WITH THE COUNTY; CERTAIN
GIFTS, LOANS AND GUARANTEES BY THE COUNTY. 1. (A) BY  COUNTY  RESOLUTION
ONLY,  THE  COUNTY MAY CONTRACT, SELL, CONVEY, LOAN, LICENSE THE USE OF,
OR LEASE TO THE CORPORATION ANY PROPERTY OR ASSETS (EXCEPT MONIES APPRO-
PRIATED BY THE COUNTY AND PAYABLE TO THE CORPORATION PURSUANT TO  SUBDI-
VISION  THREE  AND  PARAGRAPH  (A) OF SUBDIVISION FOUR OF THIS SECTION),
WHICH ARE USEFUL IN CONNECTION WITH THE EXERCISE BY THE  CORPORATION  OF
ANY  OF  ITS POWERS UNDER THIS TITLE IN ORDER TO TRANSFER THE FACILITIES
AND OPERATIONS IN WHOLE OR IN PART OF ANY FACILITY, OPERATION OR PROGRAM
OF THE COUNTY OF ROCKLAND PROVIDING HEALTH CARE SERVICES, WHETHER OR NOT
THE PROVISION OF SUCH FACILITY, OPERATION OR PROGRAM BY  THE  COUNTY  IS
SPECIFICALLY  MANDATED  BY  STATE  LAW,  TO THE CORPORATION BY AGREEMENT
BETWEEN THE COUNTY AND THE CORPORATION AND  ANY  SUBSEQUENT  RENEWAL  OR
AMENDMENT  THEREOF. THE POWERS CONFERRED UPON THE COUNTY HEREIN TO SELL,
CONVEY, LOAN, LICENSE THE USE OF OR LEASE  PROPERTY  OR  ASSETS  OF  THE
COUNTY TO THE CORPORATION ARE IN ADDITION TO ANY OTHER POWERS GRANTED TO
THE COUNTY BY LAW RELATING TO THE SALE, CONVEYANCE, ALIENATION, LEASING,
LICENSING OR LOANING OF REAL OR PERSONAL PROPERTY AND ARE NOT SUBJECT TO
ANY LAW TO THE EXTENT INCONSISTENT HEREWITH.
  (B)  ANY SUCH CONTRACT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE SHALL
BE UPON SUCH TERMS AND CONDITIONS,  FOR  SUCH  CONSIDERATION  WHICH  MAY
INCLUDE  CASH,  SERVICES  OR  ANY  COMBINATION  THEREOF WHICH THE COUNTY
DETERMINES TO BE IN THE BEST INTERESTS OF THE CITIZENS AND TAXPAYERS  OF
THE COUNTY AND FOR SUCH TERM OR TERMS OF YEARS, SUBJECT TO THE RIGHTS OF
THE  HOLDERS  OF ANY BONDS, AS THE CORPORATION AND THE COUNTY MAY AGREE.

S. 5435--C                         13                         A. 7875--C

NO REAL PROPERTY  OF  THE  COUNTY  CONSISTING  OF  ANY  HEALTH  FACILITY
CURRENTLY OPERATED IN ROCKLAND COUNTY SHALL BE TRANSFERRED TO THE CORPO-
RATION  IN FEE, EXCEPT UNDER SUCH RESTRICTIONS REGARDING RIGHTS OF FIRST
REFUSAL,  OR  OTHER  RIGHTS,  TO REPURCHASE THE PROPERTY AS THE ROCKLAND
COUNTY LEGISLATURE SHALL  APPROVE  BY  ACT.  ANY  SUCH  CONTRACT,  SALE,
CONVEYANCE,  LEASE,  LOAN OR LICENSE SHALL NOT BE SUBJECT TO REFERENDUM,
PERMISSIVE OR MANDATORY. IN THE EVENT THAT THE COUNTY CONTRACTS,  SELLS,
CONVEYS,  LOANS, LICENSES OR LEASES ANY PROPERTY OR ASSETS TO THE CORPO-
RATION, THE COUNTY MAY CONTRACT WITH THE CORPORATION TO  LEASE,  BORROW,
LICENSE, OPERATE, MAINTAIN, MANAGE AND PROVIDE SERVICES FOR SUCH FACILI-
TIES UPON SUCH TERMS AND CONDITIONS AND FOR SUCH TERM OR TERMS OF YEARS,
SUBJECT  TO  THE  RIGHTS OF HOLDERS OF BONDS, AS THE CORPORATION AND THE
COUNTY MAY AGREE. THE  CORPORATION,  IN  FURTHERANCE  OF  ANY  PURCHASE,
CONVEYANCE  OR  LEASE  OF  ANY PROPERTY OR FACILITY FROM THE COUNTY, MAY
ASSUME THE PRIMARY RESPONSIBILITY FOR THE PAYMENT OF THE  PRINCIPAL  AND
INTEREST ON ANY BONDS OR NOTES ISSUED BY THE COUNTY FOR SUCH PROPERTY OR
FACILITY.
  (C)  UPON THE TERMS AND CONDITIONS AND ON THE EFFECTIVE DATE SET FORTH
IN THE AGREEMENT BETWEEN THE COUNTY AND  THE  CORPORATION  ENTERED  INTO
PURSUANT  TO  PARAGRAPH (A) OF THIS SUBDIVISION, SUCH DEPARTMENTS, AGEN-
CIES, FACILITIES, SERVICES AND OTHER RIGHTS AND INTEREST OF  THE  COUNTY
PERTAINING  TO  HEALTH  CARE  SERVICES  AS THE COUNTY OR CORPORATION MAY
AGREE SHALL BE TRANSFERRED TO THE CORPORATION. UPON ANY  SUCH  TRANSFER,
THE  COUNTY  IS  AUTHORIZED TO RESTRUCTURE OR ELIMINATE ALL SUCH DEPART-
MENTS, AGENCIES OR FACILITIES.
  2. THE COUNTY MAY ACQUIRE BY PURCHASE, LEASE, OR CONDEMNATION PURSUANT
TO THE EMINENT DOMAIN PROCEDURE LAW, REAL PROPERTY IN THE  NAME  OF  THE
COUNTY FOR ANY CORPORATE PURPOSE OF THE CORPORATION.
  3.  (A)  IN  ADDITION  TO  ANY  OTHER  POWERS GRANTED TO IT BY LAW AND
CONSISTENT WITH THE CONSTITUTION AND OTHER PROVISIONS OF LAW, THE COUNTY
MAY, FROM TIME TO TIME, APPROPRIATE SUMS  OF  MONEY  TO  DEFRAY  PROJECT
COSTS  OR ANY OTHER COSTS OR EXPENSES OF THE CORPORATION INCLUDING OPER-
ATING EXPENSES.
  (B) SUBJECT TO THE RIGHTS OF BONDHOLDERS, THE COUNTY MAY DETERMINE  IF
THE  MONIES  SO APPROPRIATED SHALL BE SUBJECT TO REPAYMENT BY THE CORPO-
RATION TO THE COUNTY AND, IN SUCH EVENT, THE MANNER AND  TIME  OR  TIMES
FOR SUCH REPAYMENT.
  4. IN ADDITION TO THE AUTHORITY GRANTED ELSEWHERE IN THIS TITLE AND BY
OTHER  APPLICABLE  LAWS, THE CORPORATION AND THE COUNTY MAY ENTER INTO A
CONTRACT OR CONTRACTS FROM TIME TO TIME PROVIDING FOR ONE OR MORE OF THE
FOLLOWING:
  (A) THE PAYMENT OF SUMS APPROPRIATED BY THE COUNTY PURSUANT TO  SUBDI-
VISION THREE OF THIS SECTION;
  (B)  THE  PAYMENT  OF  SUMS  FOR  HEALTH CARE SERVICES PROVIDED BY THE
CORPORATION WHICH COULD OTHERWISE BE PROVIDED DIRECTLY  BY  THE  COUNTY,
INCLUDING SERVICES FOR UNCOMPENSATED CARE;
  (C)  SERVICES  TO  BE  PROVIDED  BY  THE COUNTY TO OR ON BEHALF OF THE
CORPORATION;
  (D) THE TRANSFER OF EMPLOYEES OF THE  COUNTY  TO  THE  CORPORATION  AS
PROVIDED IN SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-D OF THIS TITLE;
  (E)  INDEMNIFICATION BY THE CORPORATION OF THE COUNTY FOR CLAIMS ASSO-
CIATED WITH ESTABLISHMENT OF AND OPERATION OF THE  CORPORATION  AND  ITS
HEALTH FACILITIES;
  (F)  THE  GIFT, GRANT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE BY THE
COUNTY TO THE CORPORATION OF ANY PROPERTY (EXCEPT MONIES APPROPRIATED BY
THE COUNTY AND PAYABLE TO THE CORPORATION PURSUANT TO SUBDIVISION  THREE

S. 5435--C                         14                         A. 7875--C

OF  THIS  SECTION  AND  PARAGRAPH (A) OF THIS SUBDIVISION) OR FACILITIES
WHICH ARE USEFUL IN CONNECTION WITH THE EXERCISE BY THE  CORPORATION  OF
ANY  OF  ITS  POWERS  UNDER  THIS  TITLE NOT TRANSFERRED PURSUANT TO THE
AUTHORITY  GRANTED  IN PARAGRAPH (A) OF SUBDIVISION ONE OF THIS SECTION,
WHICH GIFT, GRANT, SALE, CONVEYANCE, LOAN, LICENSE OR LEASE SHALL NEVER-
THELESS BE SUBJECT TO PARAGRAPH (B) OF SUBDIVISION ONE OF THIS  SECTION;
AND
  (G)  SUCH  OTHER  MATTERS  AS  MAY  BE  APPROPRIATE  TO ACCOMPLISH THE
PURPOSES HEREOF.
ANY SUCH CONTRACT OR CONTRACTS SHALL BE  AUTHORIZED  BY  THE  COUNTY  BY
RESOLUTION  OR  ORDINANCE  ADOPTED  BY THE COUNTY LEGISLATURE OR IN SUCH
OTHER MANNER AS PERMITTED BY THE COUNTY GOVERNMENT LAW OF THE COUNTY  OF
ROCKLAND. SUCH CONTRACT OR CONTRACTS SHALL INCLUDE SUCH TERMS AND CONDI-
TIONS  AND  HAVE SUCH TERM OR TERMS OF YEARS, AS THE CORPORATION AND THE
COUNTY MAY AGREE.
  5. ON THE EFFECTIVE DATE OF THE TRANSFER OF THE EXISTING HEALTH FACIL-
ITY PURSUANT TO AN AGREEMENT BETWEEN THE COUNTY AND THE  CORPORATION  AS
AUTHORIZED  IN  THIS  TITLE,  THE  DEPARTMENT SHALL BE ABOLISHED. ON AND
AFTER SUCH DATE THE DEPARTMENT OF HEALTH OF THE COUNTY SHALL  BE  VESTED
WITH ALL POWER AND AUTHORITY OF THE DEPARTMENT NOT EXPLICITLY OR IMPLIC-
ITLY TRANSFERRED TO THE CORPORATION PURSUANT TO THIS TITLE.
  6.  THE  COUNTY OF ROCKLAND SHALL HAVE THE POWER AND IS HEREBY AUTHOR-
IZED, PURSUANT TO SECTION  SEVEN  OF  ARTICLE  SEVENTEEN  OF  THE  STATE
CONSTITUTION,  TO  LEND  ITS  MONEY OR CREDIT TO OR IN AID OF THE CORPO-
RATION OR ANY SUBSIDIARY THEREOF FOR THE  PURPOSE  OF  PROVIDING  HEALTH
RELATED  FACILITIES OR HOSPITAL FACILITIES FOR THE PREVENTION, DIAGNOSIS
OR TREATMENT OF HUMAN DISEASE, PAIN, INJURY,  DISABILITY,  DEFORMITY  OR
PHYSICAL CONDITION, AND FOR FACILITIES INCIDENTAL OR APPURTENANT THERETO
AS  MAY  BE  PRESCRIBED  BY  LAW.  THE  COUNTY  IS  HEREBY AUTHORIZED TO
PRESCRIBE SUCH FACILITIES BY RESOLUTION. THE  CORPORATION  OR  ANY  SUCH
SUBSIDIARY  THEREOF, AS A CONDITION TO ANY SUCH LOAN OF MONEY OR CREDIT,
SHALL ENTER INTO A REGULATORY AGREEMENT WITH THE COUNTY AS TO ITS CHARG-
ES, PROFITS, DIVIDENDS AND DISPOSITION OF ITS  PROPERTY  OR  FRANCHISES,
WHICH  AGREEMENT  SHALL  BE  BINDING  AND ENFORCEABLE BY THE COUNTY. THE
COUNTY MAY ELECT IN SUCH REGULATORY AGREEMENT TO REFRAIN FROM EXERCISING
ALL OR ANY PORTION  OF  ITS  AUTHORITY  TO  SO  REGULATE  SUCH  CHARGES,
PROFITS,  DIVIDENDS  AND  DISPOSITION  OF  PROPERTY OR FRANCHISES TO THE
EXTENT SUCH CHARGES, PROFITS, DIVIDENDS AND DISPOSITION OF  PROPERTY  OR
FRANCHISES  ARE REGULATED BY THE STATE OR ANY AGENCY THEREOF. THE COUNTY
SHALL AUTHORIZE SUCH REGULATORY AGREEMENT BY RESOLUTION.
  (A) IN PURSUANCE OF THE AUTHORITY GRANTED  HEREIN,  THE  COUNTY  SHALL
HAVE  THE  POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO ISSUE ITS
BONDS, NOTES OR OTHER OBLIGATIONS IN SUCH PRINCIPAL AMOUNTS AS IT  SHALL
DEEM  NECESSARY,  AFTER  TAKING  INTO  ACCOUNT OTHER MONIES WHICH MAY BE
AVAILABLE FOR THE PURPOSES SET FORTH HEREIN. SUCH BONDS, NOTES OR  OBLI-
GATIONS  SHALL  BE  ISSUED FOR THE PURPOSE OF MAKING LOANS TO THE CORPO-
RATION OR ANY SUBSIDIARY THEREOF, PAYING INTEREST ON SUCH  BONDS,  NOTES
OR  OTHER OBLIGATIONS, AND PAYING ALL OTHER OBLIGATIONS AND EXPENDITURES
INCIDENTAL TO AND NECESSARY OR CONVENIENT FOR THE MAKING OF SUCH  LOANS.
SUCH  BONDS, NOTES OR OBLIGATIONS SHALL BE ISSUED IN ACCORDANCE WITH THE
APPLICABLE PROVISIONS OF THIS CHAPTER AND  THE  LOCAL  FINANCE  LAW  AND
APPLICABLE LOCAL LAWS.
  (B) ANY GUARANTEE BY THE COUNTY MADE PURSUANT TO THE AUTHORITY GRANTED
IN  THIS SECTION SHALL BE AUTHORIZED BY RESOLUTION OR RESOLUTIONS OF THE
COUNTY IN THE SAME MANNER AS SUCH RESOLUTION OR RESOLUTIONS  AUTHORIZING

S. 5435--C                         15                         A. 7875--C

THE  ISSUANCE  OF  BONDS  OF  THE COUNTY FOR THE PURPOSES FOR WHICH SUCH
GUARANTEE IS UNDERTAKEN.
  (C)  THE  COUNTY  SHALL ALSO BE AUTHORIZED TO ENACT LAWS GOVERNING THE
CONDITIONS UNDER WHICH SUCH LOANS, COMMITMENTS AND GUARANTEES BE MADE.
  7. FOR PURPOSES OF SUBDIVISION FOUR OF PARAGRAPH A OF SECTION 25.00 OF
THE LOCAL FINANCE LAW, AMOUNTS TO BE DERIVED BY THE COUNTY  OF  ROCKLAND
FROM  THE  CORPORATION,  OR ANY SUBSIDIARY THEREOF, SHALL BE INCLUDED IN
THE TERM "OTHER INCOME".
  8. (A) NOTWITHSTANDING THE PROVISIONS OF ANY OTHER STATE OR LOCAL  LAW
TO THE CONTRARY, INCLUDING, BUT NOT LIMITED TO, SECTIONS SIX-J AND SIX-N
OF  THE  GENERAL MUNICIPAL LAW, WITH THE APPROVAL OF THE COUNTY LEGISLA-
TURE, AMOUNTS DEPOSITED FOR OR ON BEHALF OF THE HEALTH CARE AND  MEDICAL
FACILITIES  OR  OPERATIONS  OF THE COUNTY WHICH HAVE BEEN TRANSFERRED TO
THE CORPORATION PURSUANT TO THIS SECTION IN THE LIABILITY  AND  CASUALTY
AND WORKERS' COMPENSATION RESERVE FUNDS ESTABLISHED BY THE COUNTY PURSU-
ANT  TO SUCH SECTIONS OF THE GENERAL MUNICIPAL LAW, AND INVESTMENT EARN-
INGS THEREON, MAY BE WITHDRAWN BY THE COUNTY FROM SUCH FUNDS AND  TRANS-
FERRED  TO  THE CORPORATION AND SHALL BE USED BY THE CORPORATION FOR THE
PURPOSES FOR WHICH SUCH FUNDS WERE ESTABLISHED.
  (B) NO AMOUNTS SHALL BE WITHDRAWN AND TRANSFERRED TO  THE  CORPORATION
PURSUANT  TO  THIS  SUBDIVISION UNLESS PRIOR THERETO THE CORPORATION HAS
AGREED IN WRITING TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, AND PROVIDE
DEFENSE, FOR ALL CLAIMS, CASES, PROCEEDINGS, ACTIONS  OR  OTHER  MATTERS
AGAINST THE COUNTY ARISING OUT OF THE PROPERTIES, FACILITIES, OPERATIONS
OR  EMPLOYEES  OF THE CORPORATION, WHETHER COMMENCED BEFORE OR AFTER THE
DATE OF TRANSFER OF SAID AMOUNTS, AND TO PROVIDE SUCH OTHER SECURITY FOR
THIS OBLIGATION AS THE COUNTY MAY REASONABLY REQUIRE.
  9. NOTWITHSTANDING THE PROVISIONS OF ANY STATE OR  LOCAL  LAW  TO  THE
CONTRARY,  INCLUDING  BUT  NOT  LIMITED  TO SECTION SIX-L OF THE GENERAL
MUNICIPAL LAW, ANY MONIES DERIVED BY THE COUNTY IN CONSIDERATION OF  THE
SALE  OF  ITS FACILITIES OR PROPERTY TO THE CORPORATION PURSUANT TO THIS
SECTION MAY BE USED FOR ANY LAWFUL PURPOSE OF THE COUNTY.
  S 3647-H. 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 OUTSTAND-
ING 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

S. 5435--C                         16                         A. 7875--C

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 CRED-
IT  ENHANCEMENTS  TO THE EXTENT NOW OR HEREAFTER AVAILABLE, IN EACH CASE
FOR THE PURPOSE OF SECURING ITS BONDS OR  NOTES  OR  TO  PROVIDE  DIRECT
PAYMENT OF ANY AMOUNTS WHICH THE CORPORATION IS AUTHORIZED TO PAY.
  4. BONDS SHALL BE AUTHORIZED BY RESOLUTION OF THE CORPORATION, AND MAY
BE  IN SUCH DENOMINATIONS AND BEAR SUCH DATE OR DATES AND MATURE AT SUCH
TIME OR TIMES AS SUCH RESOLUTION MAY PROVIDE, EXCEPT THAT BONDS AND  ANY
RENEWALS  THEREOF  SHALL  MATURE  WITHIN  FORTY  YEARS  FROM THE DATE OF
ORIGINAL ISSUANCE OF ANY SUCH BONDS.   OBLIGATIONS WITH  A  MATURITY  OF
FIVE  YEARS  OR  LESS  FROM  THE  DATE OF THEIR ORIGINAL ISSUANCE MAY BE
DESIGNATED AS NOTES. BONDS SHALL BE SUBJECT TO SUCH TERMS OF REDEMPTION,
BEAR INTEREST AT SUCH RATE OR RATES PER ANNUM PAYABLE AT SUCH TIMES,  BE
IN  SUCH  FORM,  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. BONDS MAY BE SOLD AT PUBLIC OR PRIVATE SALE FOR SUCH  PRICE  OR
PRICES AS THE CORPORATION SHALL DETERMINE, PROVIDED THAT NO BONDS OF THE
CORPORATION,  OTHER THAN OBLIGATIONS DESIGNATED AS NOTES, MAY BE SOLD BY
THE CORPORATION AT PRIVATE SALE UNLESS SUCH SALE AND THE  TERMS  THEREOF
HAVE  BEEN APPROVED IN WRITING BY THE STATE COMPTROLLER, WHERE SUCH SALE
IS NOT TO BE TO SUCH COMPTROLLER, OR BY THE STATE DIRECTOR OF THE  DIVI-
SION  OF  THE BUDGET, WHERE SUCH SALE IS TO BE TO THE STATE COMPTROLLER.
THE CORPORATION MAY PAY ALL EXPENSES, PREMIUMS AND COMMISSIONS WHICH  IT
MAY  DEEM  NECESSARY OR ADVANTAGEOUS IN CONNECTION WITH THE ISSUANCE AND
SALE OF BONDS.
  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 THEREBY AND
THE USE AND DISPOSITION OF REVENUES;
  (E) LIMITATIONS ON THE RIGHT OF THE CORPORATION TO RESTRICT AND  REGU-
LATE  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 THERETO, 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;

S. 5435--C                         17                         A. 7875--C

  (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 SECTION THIRTY-SIX HUNDRED FORTY-SEVEN-I OF
THIS TITLE AND LIMITING THE RIGHTS OF THE BONDHOLDERS TO APPOINT A TRUS-
TEE UNDER SUCH SECTION 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 BOND-
HOLDERS 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 THEREOF OR OTHER PROPERTY;
  (M) LIMITATIONS ON THE AMOUNT OF  REVENUES  AND  OTHER  MONIES  TO  BE
EXPENDED  OR  OPERATING,  ADMINISTRATIVE OR OTHER EXPENSES OF THE CORPO-
RATION;
  (N) THE PAYMENT OF THE PROCEEDS OF BONDS, REVENUES AND OTHER MONIES TO
A TRUSTEE OR OTHER DEPOSITORY, AND FOR THE METHOD OF DISBURSEMENT THERE-
OF WITH SUCH SAFEGUARDS AND RESTRICTIONS AS THE CORPORATION  MAY  DETER-
MINE; 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  REME-
DIES OF THE BONDHOLDERS.
  6.  IN ADDITION TO THE POWERS HEREIN CONFERRED 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  DISPOSI-
TION OF ITS REVENUES OR OTHER MONIES OR PROPERTY, INCLUDING THE MORTGAG-
ING  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  DOING  ANY  ACT  WHICH  THE
CORPORATION  WOULD  HAVE  THE  RIGHT TO DO IN THE ABSENCE OF SUCH RESOL-
UTIONS, TRUST INDENTURES, AGREEMENTS OR OTHER  INSTRUMENTS.  THE  CORPO-
RATION  SHALL  HAVE  POWER  TO  ENTER INTO AMENDMENTS OF ANY SUCH RESOL-
UTIONS, 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  WITHIN
THE  POWERS  OF  ANY  SUCH  RESOLUTIONS, TRUST INDENTURES, AGREEMENTS OR
OTHER INSTRUMENTS.  THE PROVISIONS OF ANY SUCH RESOLUTIONS, TRUST INDEN-
TURES, 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 IRRE-

S. 5435--C                         18                         A. 7875--C

SPECTIVE OF WHETHER OR NOT SUCH PARTIES HAVE NOTICE THEREOF. NO  INSTRU-
MENT  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  ACCORDANCE  WITH  APPLICABLE
PROVISIONS OF THE UNIFORM COMMERCIAL CODE AND MAY RENEW  THE  SAME  FROM
TIME  TO  TIME  BUT  THE  MAXIMUM  MATURITY  OF ANY SUCH NOTE, INCLUDING
RENEWALS THEREOF, SHALL NOT EXCEED SEVEN YEARS FROM THE DATE OF ISSUE OF
SUCH ORIGINAL NOTE.
  S 3647-I. REMEDIES OF BONDHOLDERS. SUBJECT TO ANY RESOLUTION OR RESOL-
UTIONS ADOPTED PURSUANT TO THIS TITLE:
  1. IN THE EVENT THAT THE CORPORATION SHALL DEFAULT IN THE  PAYMENT  OF
PRINCIPAL  OF  OR  INTEREST  ON  ANY ISSUE OF BONDS AFTER THE SAME SHALL
BECOME DUE, WHETHER AT MATURITY OR UPON CALL FOR  REDEMPTION,  AND  SUCH
DEFAULT SHALL CONTINUE FOR A PERIOD OF THIRTY DAYS, OR IN THE EVENT THAT
THE  CORPORATION  SHALL  FAIL OR REFUSE TO COMPLY WITH THE PROVISIONS OF
THIS TITLE OR SHALL DEFAULT IN ANY AGREEMENT MADE WITH  THE  HOLDERS  OF
ANY  ISSUE  OF  BONDS,  THE  HOLDERS  OF AT LEAST TWENTY-FIVE PERCENT IN
AGGREGATE PRINCIPAL AMOUNT OF THE BONDS OF SUCH ISSUE THEN  OUTSTANDING,
BY  INSTRUMENT  OR  INSTRUMENTS  FILED IN THE OFFICE OF THE CLERK OF THE
COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE CORPORATION IS  LOCATED  AND
PROVED  OR ACKNOWLEDGED IN THE SAME MANNER AS A DEED TO BE RECORDED, MAY
APPOINT A TRUSTEE TO REPRESENT THE HOLDERS OF SUCH BONDS FOR THE PURPOSE
HEREIN PROVIDED.
  2. SUCH TRUSTEE MAY, AND UPON WRITTEN REQUEST OF  THE  HOLDERS  OF  AT
LEAST TWENTY-FIVE PER CENTUM IN PRINCIPAL AMOUNT OF SUCH BONDS OUTSTAND-
ING SHALL, IN ITS OWN NAME:
  (A)  BY ACTION OR PROCEEDING IN ACCORDANCE WITH THE CIVIL PRACTICE LAW
AND RULES, ENFORCE ALL RIGHTS OF THE BONDHOLDERS, INCLUDING THE RIGHT TO
REQUIRE THE CORPORATION  TO  COLLECT  RENTS,  RATES,  FEES  AND  CHARGES
ADEQUATE  TO  CARRY  OUT  ANY AGREEMENT AS TO, OR PLEDGE OF, SUCH RENTS,
RATES, FEES AND CHARGES AND TO REQUIRE THE CORPORATION TO CARRY OUT  ANY
OTHER  AGREEMENTS  WITH  THE HOLDERS OF SUCH BONDS TO PERFORM ITS DUTIES
UNDER THIS TITLE;
  (B) BRING AN ACTION OR PROCEEDING UPON SUCH BONDS;
  (C) BY ACTION OR PROCEEDING, REQUIRE THE CORPORATION TO ACCOUNT AS  IF
IT WERE THE TRUSTEE OF AN EXPRESS TRUST FOR THE HOLDERS OF SUCH BONDS;

S. 5435--C                         19                         A. 7875--C

  (D)  BY  ACTION  OR PROCEEDING, ENJOIN ANY ACTS OR THINGS WHICH MAY BE
UNLAWFUL OR IN VIOLATION OF THE RIGHTS OF THE HOLDERS OF SUCH BONDS; AND
  (E)  DECLARE ALL SUCH BONDS DUE AND PAYABLE, AND IF ALL DEFAULTS SHALL
BE MADE GOOD,  THEN  WITH  THE  CONSENT  OF  THE  HOLDERS  OF  AT  LEAST
TWENTY-FIVE  PER  CENTUM  OF  THE  PRINCIPAL  AMOUNT  OF SUCH BONDS THEN
OUTSTANDING, TO ANNUL SUCH DECLARATION AND ITS CONSEQUENCES.
  3. SUCH TRUSTEE SHALL IN ADDITION TO THE FOREGOING  HAVE  AND  POSSESS
ALL OF THE POWERS NECESSARY OR APPROPRIATE FOR THE EXERCISE OF ANY FUNC-
TIONS SPECIFICALLY SET FORTH HEREIN OR INCIDENT TO THE GENERAL REPRESEN-
TATION OF BONDHOLDERS IN THE ENFORCEMENT AND PROTECTION OF THEIR RIGHTS.
  4. THE SUPREME COURT SHALL HAVE JURISDICTION OF ANY ACTION OR PROCEED-
ING  BY THE TRUSTEE ON BEHALF OF SUCH BONDHOLDERS. THE VENUE OF ANY SUCH
ACTION OR PROCEEDING SHALL BE LAID IN THE COUNTY.
  5. BEFORE DECLARING THE PRINCIPAL OF BONDS DUE AND PAYABLE, THE  TRUS-
TEE SHALL FIRST GIVE THIRTY DAYS NOTICE IN WRITING TO THE CORPORATION.
  6.  ANY SUCH TRUSTEE, WHETHER OR NOT THE ISSUE OF BONDS REPRESENTED BY
SUCH TRUSTEE HAS BEEN DECLARED DUE AND PAYABLE, SHALL BE ENTITLED AS  OF
RIGHT  TO  THE  APPOINTMENT  OF ANY RECEIVER OF ANY PART OR PARTS OF THE
PROJECT, THE REVENUES OF WHICH ARE PLEDGED FOR THE SECURITY OF THE BONDS
OF SUCH ISSUE, AND SUCH RECEIVER MAY ENTER AND TAKE POSSESSION  OF  SUCH
PART  OR  PARTS  OF  THE PROJECT AND, SUBJECT TO ANY PLEDGE OR AGREEMENT
WITH THE HOLDERS OF SUCH BONDS, SHALL TAKE POSSESSION OF ALL MONIES  AND
OTHER  PROPERTY  DERIVED  FROM  SUCH  PART  OR  PARTS OF THE PROJECT AND
PROCEED WITH ANY CONSTRUCTION THEREON OR THE ACQUISITION OF ANY  PROPER-
TY,  REAL  OR  PERSONAL  IN CONNECTION THEREWITH THAT THE CORPORATION IS
UNDER OBLIGATION TO DO, AND TO OPERATE, MAINTAIN  AND  RECONSTRUCT  SUCH
PART OR PARTS OF THE PROJECT AND COLLECT AND RECEIVE ALL REVENUES THERE-
AFTER  ARISING  THEREFROM  SUBJECT TO ANY PLEDGE OR AGREEMENT WITH BOND-
HOLDERS RELATING THERETO AND PERFORM THE PUBLIC DUTIES AND CARRY OUT THE
AGREEMENTS AND OBLIGATIONS OF THE CORPORATION UNDER THE DIRECTION OF THE
COURT.
  S 3647-J. STATE AND COUNTY NOT LIABLE ON  CORPORATION  BONDS.  1.  THE
STATE  SHALL  NOT BE LIABLE ON THE BONDS OR NOTES OF THE CORPORATION AND
SUCH BONDS OR NOTES SHALL NOT BE A DEBT OF THE STATE, AND SUCH BONDS AND
NOTES SHALL CONTAIN ON THE FACE THEREOF A STATEMENT TO SUCH EFFECT.
  2. EXCEPT AS MAY BE AUTHORIZED BY THE COUNTY PURSUANT TO SECTION SEVEN
OF ARTICLE SEVENTEEN OF THE STATE CONSTITUTION  AND  SECTION  THIRTY-SIX
HUNDRED  FORTY-SEVEN-H  OF THIS TITLE, THE COUNTY SHALL NOT BE LIABLE ON
THE BONDS OR NOTES OF THE CORPORATION AND SUCH BONDS OR NOTES SHALL  NOT
BE  A  DEBT OF THE COUNTY, AND SUCH BONDS AND NOTES SHALL CONTAIN ON THE
FACE THEREOF A STATEMENT TO SUCH EFFECT OR A  STATEMENT  DESCRIBING  THE
COUNTY LIABILITY THEREON, IF ANY.
  S  3647-K.  MONIES  OF  THE CORPORATION. ALL MONIES OF THE CORPORATION
FROM WHATEVER SOURCE DERIVED SHALL BE  PAID  TO  THE  TREASURER  OF  THE
CORPORATION  AND  SHALL BE DEPOSITED FORTHWITH IN A BANK OR BANKS DESIG-
NATED BY THE CORPORATION. THE MONIES IN SUCH ACCOUNTS SHALL BE PAID  OUT
OR  WITHDRAWN  ON THE ORDER OF SUCH PERSON OR PERSONS AS THE CORPORATION
MAY AUTHORIZE TO MAKE SUCH REQUISITIONS. ALL  DEPOSITS  OF  SUCH  MONIES
SHALL  BE SECURED BY OBLIGATIONS OF THE UNITED STATES OR OF THE STATE OR
OF ANY MUNICIPALITY OF A MARKET VALUE EQUAL AT ALL TIMES TO  THE  AMOUNT
ON DEPOSIT AND ALL BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH
SECURITY FOR SUCH DEPOSITS. ALTERNATIVELY, MONIES OF THE CORPORATION MAY
BE  DEPOSITED  IN  MONEY MARKET FUNDS RATED IN THE HIGHEST SHORT TERM OR
LONG TERM RATING CATEGORY BY AT LEAST ONE NATIONALLY  RECOGNIZED  RATING
AGENCY.    TO  THE EXTENT PRACTICABLE, CONSISTENT WITH THE CASH REQUIRE-
MENTS OF THE CORPORATION, ALL SUCH MONIES SHALL BE DEPOSITED IN INTEREST

S. 5435--C                         20                         A. 7875--C

BEARING ACCOUNTS. THE CORPORATION SHALL HAVE POWER, NOTWITHSTANDING  THE
PROVISIONS OF THIS SECTION, TO CONTRACT WITH THE HOLDERS OF ANY BONDS AS
TO  THE  CUSTODY,  COLLECTION,  SECURITY,  INVESTMENT AND PAYMENT OF ANY
MONIES  OF  THE CORPORATION OR ANY MONIES HELD IN TRUST OR OTHERWISE FOR
THE PAYMENT OF BONDS OR ANY WAY TO SECURE BONDS, AND CARRY OUT ANY  SUCH
CONTRACT NOTWITHSTANDING THAT SUCH CONTRACT MAY BE INCONSISTENT WITH THE
PROVISIONS  OF  THIS  SECTION. MONIES HELD IN TRUST OR OTHERWISE FOR THE
PAYMENT OF BONDS OR IN ANY WAY TO SECURE  BONDS  AND  DEPOSITS  OF  SUCH
MONIES  MAY  BE  SECURED IN THE SAME MANNER AS MONIES OF THE CORPORATION
AND ALL BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE  SUCH  SECURITY
FOR  SUCH DEPOSITS. ANY MONIES OF THE CORPORATION NOT REQUIRED FOR IMME-
DIATE USE OR DISBURSEMENT MAY, AT THE DISCRETION OF THE CORPORATION,  BE
INVESTED  IN ACCORDANCE WITH GUIDELINES ESTABLISHED BY THE CORPORATION'S
BOARD AND AMENDED FROM TIME TO TIME SUBJECT TO  THE  PROVISIONS  OF  ANY
CONTRACT  WITH  BONDHOLDERS  AND  WITH  THE  APPROVAL OF THE STATE COMP-
TROLLER. THE CORPORATION SHALL PRESCRIBE A SYSTEM OF ACCOUNTS.
  S 3647-L. BONDS; LEGAL INVESTMENT FOR FIDUCIARIES. THE  BONDS  OF  THE
CORPORATION  ARE HEREBY MADE SECURITIES IN WHICH ALL PUBLIC OFFICERS AND
BODIES OF THE STATE AND ALL MUNICIPALITIES, ALL INSURANCE COMPANIES  AND
ASSOCIATIONS  AND  OTHER  PERSONS CARRYING ON AN INSURANCE BUSINESS, ALL
BANKS, BANKERS, TRUST COMPANIES, SAVINGS BANKS AND SAVING  ASSOCIATIONS,
INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN ASSOCIATIONS,
INVESTMENT  COMPANIES  AND OTHER PERSONS CARRYING ON A BANKING BUSINESS,
AND ADMINISTRATORS, GUARDIANS, EXECUTORS, TRUSTEES AND OTHER FIDUCIARIES
AND ALL OTHER PERSONS WHATSOEVER,  WHO  ARE  NOW  OR  MAY  HEREAFTER  BE
AUTHORIZED  TO  INVEST  IN  BONDS  OR OTHER OBLIGATIONS OF THE STATE MAY
PROPERLY AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL  OR
BELONGING  TO  THEM. THE BONDS ARE ALSO HEREBY MADE SECURITIES WHICH MAY
BE DEPOSITED WITH AND MAY BE RECEIVED BY ALL PUBLIC OFFICERS AND  BODIES
OF  THE  STATE  AND  ALL  MUNICIPALITIES  FOR ANY PURPOSES FOR WHICH THE
DEPOSIT OF BONDS OR OTHER OBLIGATIONS OF THIS STATE IS NOW OR  HEREAFTER
MAY BE AUTHORIZED.
  S  3647-M.  AGREEMENT  WITH STATE. THE STATE DOES HEREBY PLEDGE TO AND
AGREE WITH THE HOLDERS OF ANY BONDS ISSUED BY THE  CORPORATION  PURSUANT
TO  THIS  TITLE  AND  WITH  THOSE PERSONS OR PUBLIC CORPORATIONS WHO MAY
ENTER INTO CONTRACTS WITH THE CORPORATION PURSUANT TO THE PROVISIONS  OF
THIS  TITLE  THAT  THE  STATE WILL NOT ALTER, LIMIT OR IMPAIR THE RIGHTS
HEREBY VESTED IN THE CORPORATION TO PURCHASE, CONSTRUCT, OWN  AND  OPER-
ATE,  MAINTAIN,  REPAIR,  IMPROVE,  RECONSTRUCT, RENOVATE, REHABILITATE,
ENLARGE, INCREASE AND EXTEND, OR DISPOSE OF ANY PROJECT, OR ANY PART  OR
PARTS THEREOF FOR WHICH BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED,
TO  ESTABLISH  AND COLLECT RATES, RENTS, FEES AND OTHER CHARGES REFERRED
TO IN THIS TITLE, TO FULFILL THE TERMS OF ANY  CONTRACTS  OR  AGREEMENTS
MADE  WITH OR FOR THE BENEFIT OF THE HOLDERS OF BONDS OR WITH ANY PERSON
OR PUBLIC CORPORATION WITH REFERENCE TO SUCH PROJECT OR PART THEREOF, OR
IN ANY WAY TO IMPAIR THE RIGHTS AND REMEDIES OF THE  HOLDERS  OF  BONDS,
UNTIL  THE  BONDS, TOGETHER WITH INTEREST THEREON, INCLUDING INTEREST ON
ANY UNPAID INSTALLMENTS OF INTEREST,  AND  ALL  COSTS  AND  EXPENSES  IN
CONNECTION  WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF OF THE HOLDERS
OF BONDS, ARE FULLY MET AND DISCHARGED  AND  SUCH  CONTRACTS  ARE  FULLY
PERFORMED  ON THE PART OF THE CORPORATION. THE CORPORATION IS AUTHORIZED
TO INCLUDE THIS PLEDGE AND AGREEMENT OF THE STATE IN ANY AGREEMENT  WITH
THE HOLDERS OF BONDS.
  S 3647-N. AGREEMENT WITH COUNTY. EXCEPT WHERE REQUIRED TO ACT PURSUANT
TO LAW, THE COUNTY IS AUTHORIZED TO PLEDGE TO AND AGREE WITH THE HOLDERS
OF  ANY  BONDS ISSUED BY THE CORPORATION PURSUANT TO THIS TITLE AND WITH

S. 5435--C                         21                         A. 7875--C

THOSE PERSONS OR PUBLIC CORPORATIONS WHO MAY ENTER INTO  CONTRACTS  WITH
THE CORPORATION PURSUANT TO THE PROVISIONS OF THIS TITLE THAT THE COUNTY
WILL  NOT  ALTER, LIMIT OR IMPAIR THE RIGHTS HEREBY VESTED IN THE CORPO-
RATION  TO  PURCHASE,  CONSTRUCT,  OWN  AND  OPERATE,  MAINTAIN, REPAIR,
IMPROVE, RECONSTRUCT,  RENOVATE,  REHABILITATE,  ENLARGE,  INCREASE  AND
EXTEND,  OR  DISPOSE  OF  ANY PROJECT, OR ANY PART OR PARTS THEREOF, FOR
WHICH BONDS OF THE CORPORATION SHALL HAVE BEEN ISSUED, TO ESTABLISH  AND
COLLECT  RATES, RENTS, FEES AND OTHER CHARGES REFERRED TO IN THIS TITLE,
TO FULFILL THE TERMS OF ANY AGREEMENTS MADE  WITH  THE  HOLDERS  OF  THE
BONDS  OR  WITH  ANY PUBLIC CORPORATION OR PERSON WITH REFERENCE TO SUCH
PROJECT OR PART THEREOF, OR IN ANY WAY IMPAIR THE RIGHTS AND REMEDIES OF
THE HOLDERS OF BONDS, UNTIL THE BONDS, TOGETHER WITH  INTEREST  THEREON,
INCLUDING INTEREST ON ANY UNPAID INSTALLMENTS OF INTEREST, AND ALL COSTS
AND EXPENSES IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF
OF THE HOLDERS OF BONDS, ARE FULLY MET AND DISCHARGED AND SUCH CONTRACTS
ARE FULLY PERFORMED ON THE PART OF THE CORPORATION.
  S  3647-O.  EXEMPTION  FROM TAXES AND CERTAIN FEES. 1. THE CORPORATION
SHALL NOT BE REQUIRED TO PAY ANY FEES, TAXES OR ASSESSMENTS OF ANY KIND,
EXCEPT AS PROVIDED BY THE PUBLIC HEALTH LAW,  WHETHER  STATE  OR  LOCAL,
INCLUDING  BUT  NOT LIMITED TO FEES OR TAXES ON REAL PROPERTY, FRANCHISE
TAXES, SALES TAXES OR OTHER EXCISE TAXES, UPON ANY PROPERTY OWNED BY  IT
OR  UNDER ITS JURISDICTION, CONTROL OR SUPERVISION AND USED FOR A PUBLIC
PURPOSE, OR UPON THE USES THEREOF, OR UPON ITS ACTIVITIES IN THE  OPERA-
TION AND MAINTENANCE OF ITS FACILITIES USED FOR A PUBLIC PURPOSE, OR ANY
REVENUES OR OTHER INCOME RECEIVED BY THE CORPORATION FROM PUBLIC PURPOSE
ACTIVITIES.  THE  FOREGOING  SHALL  NOT,  HOWEVER, LIMIT THE COUNTY FROM
RECEIVING RENTALS, FEES OR OTHER CONSIDERATION  PURSUANT  TO  AGREEMENTS
NEGOTIATED  WITH  THE CORPORATION. THE CORPORATION SHALL AT ALL TIMES BE
EXEMPT FROM ANY FILING, MORTGAGE RECORDING OR TRANSFER FEES OR TAXES  IN
RELATION  TO  INSTRUMENTS FILED, RECORDED OR TRANSFERRED BY IT OR ON ITS
BEHALF. THE CONSTRUCTION, USE, OCCUPATION, LEASE OR  POSSESSION  OF  ANY
PROPERTY  OWNED BY THE CORPORATION OR THE COUNTY, INCLUDING IMPROVEMENTS
THEREON, BY ANY PERSON OR PUBLIC CORPORATION UNDER  AGREEMENT  WITH  THE
CORPORATION  OR  THE  COUNTY  SHALL NOT OPERATE TO ABROGATE OR LIMIT THE
FOREGOING EXEMPTION, NOTWITHSTANDING THAT THE LESSEE, USER, OCCUPANT  OR
PERSON  IN  POSSESSION  SHALL  CLAIM  OWNERSHIP  FOR  FEDERAL INCOME TAX
PURPOSES.
  2. ANY BONDS ISSUED PURSUANT TO THIS TITLE TOGETHER  WITH  THE  INCOME
THEREFROM  AS WELL AS THE PROPERTY OF THE CORPORATION SHALL AT ALL TIMES
BE EXEMPT FROM TAXES, EXCEPT FOR TRANSFER AND ESTATE  TAXES.  THE  STATE
HEREBY COVENANTS WITH THE PURCHASERS AND WITH ALL SUBSEQUENT HOLDERS AND
TRANSFEREES  OF  BONDS ISSUED BY THE CORPORATION PURSUANT TO THIS TITLE,
IN CONSIDERATION OF THE ACCEPTANCE OF AND PAYMENT FOR  THE  BONDS,  THAT
THE  BONDS  OF  THE  CORPORATION  ISSUED  PURSUANT TO THIS TITLE AND THE
INCOME THEREFROM AND ALL REVENUES, MONIES, AND OTHER PROPERTY PLEDGED TO
SECURE THE PAYMENT OF SUCH BONDS SHALL AT ALL TIMES BE FREE  FROM  TAXA-
TION, EXCEPT FOR TRANSFER AND ESTATE TAXES.
  S  3647-P.  ACTIONS  AGAINST  CORPORATION.  1. EXCEPT IN AN ACTION FOR
WRONGFUL DEATH, NO ACTION OR SPECIAL PROCEEDING SHALL BE  PROSECUTED  OR
MAINTAINED  AGAINST  THE CORPORATION, ITS MEMBERS, OFFICERS OR EMPLOYEES
FOR PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL  PROPERTY  ALLEGED  TO
HAVE BEEN SUSTAINED BY REASON OF THE NEGLIGENCE, TORT OR WRONGFUL ACT OF
THE  CORPORATION  OR  OF ANY MEMBER, OFFICER, AGENT OR EMPLOYEE THEREOF,
UNLESS (A) NOTICE OF CLAIM SHALL HAVE BEEN  MADE  AND  SERVED  UPON  THE
CORPORATION  WITHIN THE TIME LIMIT SET BY AND IN COMPLIANCE WITH SECTION
FIFTY-E OF THE GENERAL MUNICIPAL LAW, (B) IT SHALL APPEAR BY AND  AS  AN

S. 5435--C                         22                         A. 7875--C

ALLEGATION  IN  THE COMPLAINT OR MOVING PAPERS THAT AT LEAST THIRTY DAYS
HAVE ELAPSED SINCE THE SERVICE OF SUCH NOTICE  AND  THAT  ADJUSTMENT  OR
PAYMENT THEREOF HAS BEEN NEGLECTED OR REFUSED, (C) THE ACTION OR SPECIAL
PROCEEDING  SHALL BE COMMENCED WITHIN ONE YEAR AND NINETY DAYS AFTER THE
HAPPENING OF THE EVENT UPON WHICH THE CLAIM IS BASED, AND (D) AN ACTION,
AGAINST THE CORPORATION  FOR  WRONGFUL  DEATH,  SHALL  BE  COMMENCED  IN
ACCORDANCE  WITH  THE  NOTICE OF CLAIM AND TIME LIMITATION PROVISIONS OF
TITLE ELEVEN OF ARTICLE NINE OF THIS CHAPTER.
  2. WHENEVER A NOTICE OF CLAIM IS SERVED UPON THE CORPORATION, IT SHALL
HAVE THE RIGHT TO DEMAND AN EXAMINATION OF THE CLAIMANT RELATIVE TO  THE
OCCURRENCE  AND  EXTENT  OF  THE  INJURIES OR DAMAGES FOR WHICH CLAIM IS
MADE, IN ACCORDANCE WITH THE PROVISIONS OF SECTION FIFTY-H OF THE GENER-
AL MUNICIPAL LAW.
  3. THE CORPORATION MAY REQUIRE ANY PERSON PRESENTING FOR SETTLEMENT AN
ACCOUNT OR CLAIM FOR ANY CAUSE WHATSOEVER AGAINST THE CORPORATION TO  BE
SWORN  BEFORE A DIRECTOR, COUNSEL OR AN ATTORNEY, OFFICER OR EMPLOYEE OF
THE CORPORATION DESIGNATED FOR SUCH PURPOSE, CONCERNING SUCH ACCOUNT  OR
CLAIM  AND,  WHEN SO SWORN, TO ANSWER ORALLY AS TO ANY FACTS RELATIVE TO
SUCH ACCOUNT OR CLAIM. THE CORPORATION SHALL HAVE  POWER  TO  SETTLE  OR
ADJUST ALL CLAIMS IN FAVOR OF OR AGAINST THE CORPORATION.
  4.  ANY ACTION OR PROCEEDING TO WHICH THE CORPORATION OR THE PEOPLE OF
THE STATE MAY BE PARTIES, IN WHICH ANY QUESTION ARISES AS TO THE VALIDI-
TY OF THIS TITLE, SHALL BE PREFERRED OVER  ALL  OTHER  CIVIL  CAUSES  OF
ACTION  OR  CASES,  EXCEPT  ELECTION  CAUSES  OF ACTION OR CASES, IN ALL
COURTS OF THE STATE AND SHALL BE HEARD AND DETERMINED IN  PREFERENCE  TO
ALL  OTHER  CIVIL BUSINESS PENDING THEREIN EXCEPT ELECTION CAUSES, IRRE-
SPECTIVE OF POSITION ON THE  CALENDAR.  THE  SAME  PREFERENCE  SHALL  BE
GRANTED UPON APPLICATION OF THE CORPORATION OR ITS COUNSEL IN ANY ACTION
OR PROCEEDING QUESTIONING THE VALIDITY OF THIS TITLE IN WHICH THE CORPO-
RATION  MAY  BE  ALLOWED  TO  INTERVENE. THE VENUE OF ANY SUCH ACTION OR
PROCEEDING SHALL BE LAID IN THE SUPREME COURT OF THE COUNTY.
  5. THE RATE OF INTEREST TO BE PAID BY THE CORPORATION UPON  ANY  JUDG-
MENT  FOR  WHICH IT IS LIABLE, OTHER THAN A JUDGMENT ON ITS BONDS, SHALL
BE THE RATE PRESCRIBED BY SECTION FIVE THOUSAND FOUR OF THE CIVIL  PRAC-
TICE LAW AND RULES. INTEREST ON PAYMENTS OF PRINCIPAL OR INTEREST ON ANY
BONDS  IN  DEFAULT SHALL ACCRUE AT THE RATE BORNE BY SUCH BONDS FROM THE
DUE DATE THEREOF UNTIL PAID OR OTHERWISE SATISFIED.
  6. ALL ACTIONS OR PROCEEDINGS  AGAINST  THE  CORPORATION  OF  WHATEVER
NATURE SHALL BE BROUGHT IN THE COUNTY.
  S  3647-Q.  AUDIT  AND  ANNUAL  REPORTS.  1.  IN  CONFORMITY  WITH THE
PROVISIONS OF SECTION FIVE OF  ARTICLE  TEN  OF  THE  CONSTITUTION,  THE
ACCOUNTS  OF  THE CORPORATION SHALL BE SUBJECT TO THE SUPERVISION OF THE
STATE COMPTROLLER AND AN ANNUAL AUDIT SHALL BE PERFORMED BY AN INDEPEND-
ENT CERTIFIED PUBLIC ACCOUNTANT. THE CORPORATION SHALL  ANNUALLY  SUBMIT
TO  THE  COUNTY  LEGISLATURE,  COUNTY  EXECUTIVE, GOVERNOR AND THE STATE
COMPTROLLER AND TO THE CHAIRPERSON OF THE SENATE FINANCE  COMMITTEE  AND
THE  CHAIRPERSON  OF  THE  ASSEMBLY  WAYS AND MEANS COMMITTEE A DETAILED
REPORT PURSUANT TO THE PROVISIONS OF  SECTION  TWENTY-EIGHT  HUNDRED  OF
THIS CHAPTER, AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK OF
THE COUNTY LEGISLATURE AND THE COUNTY EXECUTIVE.
  2.  THE  CORPORATION  SHALL  REPORT  ON  AN ANNUAL BASIS THE FOLLOWING
INFORMATION: THE NAME, PRINCIPAL BUSINESS ADDRESS AND PRINCIPAL BUSINESS
ACTIVITIES OF EACH SUBSIDIARY OF THE CORPORATION; THE NAME OF ALL  BOARD
MEMBERS AND OFFICERS OF EACH SUBSIDIARY; THE NUMBER OF EMPLOYEES OF EACH
SUBSIDIARY;  A  LIST  OF ALL CONTRACTS IN EXCESS OF ONE HUNDRED THOUSAND
DOLLARS ENTERED INTO BY THE CORPORATION AND ITS SUBSIDIARIES IDENTIFYING

S. 5435--C                         23                         A. 7875--C

THE AMOUNT, PURPOSE AND DURATION  OF  SUCH  CONTRACT;  AND  A  FINANCIAL
STATEMENT, INCOME STATEMENT, AND BALANCE SHEET PERFORMED BY AN INDEPEND-
ENT  CERTIFIED  PUBLIC  ACCOUNTANT  ALL  IN  ACCORDANCE  WITH  GENERALLY
ACCEPTED  ACCOUNTING  PRINCIPLES  OF  THE  CORPORATION  AND  EACH OF ITS
SUBSIDIARIES. AT THE TIME THE REPORTS REQUIRED  BY  SUBDIVISION  ONE  OF
THIS SECTION ARE SUBMITTED, SUCH REPORTS SHALL BE PROVIDED TO THE GOVER-
NOR,  THE SPEAKER OF THE ASSEMBLY, THE TEMPORARY PRESIDENT OF THE SENATE
AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK  OF  THE  COUNTY
LEGISLATURE AND THE COUNTY EXECUTIVE.
  S  3647-R.  DEFENSE  AND  INDEMNIFICATION.  THE  CORPORATION SHALL NOT
EXECUTE ANY OF ITS POWERS, INCLUDING THE SPECIAL  POWERS  AUTHORIZED  BY
SECTION  THIRTY-SIX  HUNDRED FORTY-SIX-F OF THIS TITLE, EXCEPT AS NECES-
SARY TO COMMENCE ITS CORPORATE EXISTENCE, UNTIL IT HAS ELECTED  TO  MAKE
THE PROVISIONS OF SECTION EIGHTEEN OF THE PUBLIC OFFICERS LAW APPLICABLE
TO  ITS  EMPLOYEES  (AS  SUCH TERM IS DEFINED IN SECTION EIGHTEEN OF THE
PUBLIC OFFICERS LAW)  PURSUANT  TO  SUBDIVISION  TWO  OF  SUCH  SECTION;
PROVIDED,  HOWEVER,  THAT NOTHING CONTAINED WITHIN THIS SECTION SHALL BE
DEEMED TO PERMIT THE CORPORATION TO EXTEND  THE  PROVISIONS  OF  SECTION
EIGHTEEN OF THE PUBLIC OFFICERS LAW UPON ANY INDEPENDENT CONTRACTOR.
  S  3647-S.  TRANSFER OF APPLICATIONS, PROCEEDINGS, LICENSES, APPROVALS
AND PERMITS. 1. ANY APPLICATION, REVIEW, PERMIT, LICENSE,  APPROVAL,  OR
PROCESS  IN  RELATION TO OR IN FURTHERANCE OF THE PURPOSES OF OR CONTEM-
PLATED BY THIS TITLE HERETOFORE FILED OR UNDERTAKEN, OR  ANY  PROCEEDING
HERETOFORE COMMENCED OR ANY DETERMINATION, FINDING OR AWARD MADE, BY THE
COUNTY  OR  BY THE COUNTY WITH THE FEDERAL GOVERNMENT, THE STATE DEPART-
MENT OF HEALTH OR ANY OTHER PUBLIC CORPORATION SHALL INURE  TO  AND  FOR
THE BENEFIT OF THE CORPORATION TO THE SAME EXTENT AND IN THE SAME MANNER
AS  IF  THE  CORPORATION  HAS  BEEN A PARTY TO SUCH APPLICATION, REVIEW,
PERMIT, LICENSE, APPROVAL, PROCESS, OR PROCEEDING  FROM  ITS  INCEPTION,
AND  THE  CORPORATION SHALL BE DEEMED A PARTY THERETO, TO THE EXTENT NOT
PROHIBITED BY FEDERAL LAW.   ANY  LICENSE,  APPROVAL,  PERMIT,  DETERMI-
NATION,  FINDING,  AWARD  OR  DECISION HERETOFORE OR HEREAFTER ISSUED OR
GRANTED PURSUANT TO OR AS A RESULT  OF  ANY  SUCH  APPLICATION,  REVIEW,
PROCESS  OR PROCEEDING SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE CORPORATION AND SHALL BE ASSIGNED AND TRANSFERRED BY THE  COUNTY  TO
THE  CORPORATION  UNLESS  SUCH  ASSIGNMENT AND TRANSFER IS PROHIBITED BY
FEDERAL LAW.
  2. ALL SUCH APPLICATIONS, PROCEEDINGS, LICENSES,  APPROVALS,  PERMITS,
DETERMINATIONS,  FINDINGS,  AWARDS  AND DECISIONS SHALL FURTHER INURE TO
AND FOR THE BENEFIT OF AND BE BINDING UPON ANY PERSON  LEASING,  ACQUIR-
ING, FINANCING, CONSTRUCTING, MAINTAINING, OPERATING, USING OR OCCUPYING
ANY  FACILITY  TRANSFERRED  BY THE COUNTY TO THE CORPORATION PURSUANT TO
THIS TITLE.
  S 3647-T. SEPARABILITY. IF ANY CLAUSE, SENTENCE,  PARAGRAPH,  SECTION,
OR PART OF THIS TITLE SHALL BE ADJUDGED BY ANY COURT OF COMPETENT JURIS-
DICTION TO BE INVALID, SUCH JUDGMENT SHALL NOT AFFECT, IMPAIR OR INVALI-
DATE  THE  REMAINDER  THEREOF, BUT SHALL BE CONFINED IN ITS OPERATION TO
THE CLAUSE, SENTENCE, PARAGRAPH, SECTION, OR PART  THEREOF  INVOLVED  IN
THE CONTROVERSY IN WHICH SUCH JUDGMENT SHALL HAVE BEEN RENDERED.
  S 3647-U. APPLICABILITY OF LAWS. THE PROVISIONS OF THIS TITLE SHALL BE
SUBJECT  TO  THE  PROVISIONS  OF  THE  CIVIL PRACTICE LAW AND RULES, THE
PUBLIC HEALTH LAW, THE MENTAL HYGIENE LAW, THE SOCIAL SERVICES LAW,  THE
EDUCATION  LAW AND ANY OTHER APPLICABLE LAW OR REGULATION, INCLUDING ANY
AMENDMENT THERETO; PROVIDED,  HOWEVER  NOTHING  IN  THIS  SECTION  SHALL
REQUIRE  THE  COUNTY  OR CORPORATION TO SEEK APPROVAL OR CONSENT FOR ANY
TRANSFER PURSUANT TO SECTIONS THIRTY-SIX HUNDRED FORTY-SEVEN-G AND THIR-

S. 5435--C                         24                         A. 7875--C

TY-SIX HUNDRED FORTY-SEVEN-S OF THIS TITLE; AND PROVIDED, FURTHER,  THAT
THE  CORPORATION  SHALL NOT BE SUBJECT TO THE PROVISIONS OF TITLE TEN OF
ARTICLE NINE OF THIS CHAPTER.
  S 2. This act shall take effect immediately.

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