Creates the Massena Memorial Hospital Corporation and provides for the rights, powers, duties, and jurisdiction of such corporation
download bill text pdf| Date of Action |
Assembly Actions -
Lowercase Senate Actions - UPPERCASE |
|---|---|
| May 29, 2018 |
referred to corporations, authorities and commissions |
S T A T E O F N E W Y O R K
________________________________________________________________________
10941
I N A S S E M B L Y
May 29, 2018
___________
Introduced by M. of A. JENNE -- read once and referred to the Committee
on Corporations, Authorities and Commissions
AN ACT to amend the public authorities law, in relation to the creation
of the Massena Memorial Hospital Corporation and providing for the
rights, powers, duties, and jurisdiction of such corporation
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 1-A to read as follows:
TITLE 1-A
MASSENA MEMORIAL HOSPITAL CORPORATION
SECTION 3350. SHORT TITLE.
3351. LEGISLATIVE FINDINGS AND DECLARATIONS.
3352. DEFINITIONS.
3353. MASSENA MEMORIAL HOSPITAL CORPORATION.
3354. TRANSFER OF OFFICERS AND EMPLOYEES; RECOGNITION AND
CONTINUATION OF EXISTING BARGAINING AGENTS AND UNITS;
LAYOFFS; SERVICES.
3355. GENERAL POWERS OF THE CORPORATION.
3356. SPECIAL POWERS OF THE CORPORATION.
3357. TRANSFER OF PROPERTY; RELATIONSHIP WITH TOWN; CERTAIN
GIFTS, LOANS AND GUARANTEES BY THE TOWN.
3358. BONDS OR NOTES OF THE CORPORATION.
3359. REMEDIES OF BONDHOLDERS.
3360. STATE AND TOWN NOT LIABLE ON CORPORATION BONDS.
3361. MONIES OF THE CORPORATION.
3362. BONDS; LEGAL INVESTMENTS FOR FIDUCIARIES.
3363. AGREEMENT WITH STATE.
3364. AGREEMENT WITH TOWN.
3365. TAX EXEMPTION AND TAX CONTRACT BY THE STATE.
3366. ACTIONS AGAINST CORPORATION.
3367. AUDIT AND ANNUAL REPORTS.
3368. DEFENSE AND INDEMNIFICATION.
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD15713-01-8
A. 10941 2
3369. TRANSFER OF APPLICATIONS, PROCEEDINGS, APPROVALS AND
PERMITS.
3370. SEPARABILITY.
3371. APPLICABILITY OF LAWS.
§ 3350. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND MAY BE CITED AS THE
"MASSENA MEMORIAL HOSPITAL CORPORATION".
§ 3351. LEGISLATIVE FINDINGS AND DECLARATIONS. THE LEGISLATURE HEREBY
FINDS AND DECLARES AS FOLLOWS:
1. CURRENTLY, THE MASSENA MEMORIAL HOSPITAL IS A PUBLIC HOSPITAL OWNED
AND OPERATED BY THE TOWN OF MASSENA.
2. THE MASSENA MEMORIAL HOSPITAL HEALTHCARE NETWORK INCLUDES A GENERAL
HOSPITAL AND SEVERAL CLINICS IN ST. LAWRENCE COUNTY.
3. THE MASSENA MEMORIAL HOSPITAL IS A TERTIARY CARE FACILITY FOR THE
TOWN OF MASSENA AND ST. LAWRENCE COUNTY.
4. THE MASSENA MEMORIAL HOSPITAL IS THE ONLY PUBLIC HOSPITAL IN THE
MASSENA AREA WITH QUALITY PEDIATRIC AND ADOLESCENT CARE FACILITIES AND A
NEUROLOGY DEPARTMENT.
5. THE NEEDS OF THE RESIDENTS OF THE STATE OF NEW YORK AND OF THE TOWN
OF MASSENA CAN BEST BE SERVED BY THE OPERATION OF THE MASSENA MEMORIAL
HOSPITAL HEALTHCARE NETWORK THROUGH 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.
6. IN ORDER TO ACCOMPLISH THE PURPOSES RECITED IN THIS SECTION OF
PROVIDING HEALTH CARE SERVICES AND HEALTH FACILITIES FOR THE BENEFIT OF
THE RESIDENTS OF THE STATE OF NEW YORK AND THE TOWN OF MASSENA, INCLUD-
ING 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
MASSENA MEMORIAL HOSPITAL CORPORATION SHALL BE CREATED TO PROVIDE SUCH
SERVICES AND FACILITIES AND TO OTHERWISE CARRY OUT SUCH PURPOSES. THE
CREATION AND OPERATION OF THE MASSENA MEMORIAL HOSPITAL CORPORATION, AS
PROVIDED IN THIS TITLE, IS IN ALL RESPECTS FOR THE BENEFIT OF THE PEOPLE
OF THE STATE OF NEW YORK AND OF THE TOWN OF MASSENA AND IS A STATE,
TOWN, AND PUBLIC PURPOSE. THE EXERCISE BY SUCH CORPORATION OF THE FUNC-
TIONS, POWERS, AND DUTIES PROVIDED IN THIS TITLE CONSTITUTES THE
PERFORMANCE OF AN ESSENTIAL PUBLIC AND GOVERNMENTAL FUNCTION.
7. IN AUTHORIZING THE MASSENA MEMORIAL HOSPITAL HEALTHCARE NETWORK TO
BE OPERATED THROUGH A PUBLIC BENEFIT CORPORATION, IT IS INTENDED THAT
THE HOSPITAL CONTINUE AS A GENERAL, MUNICIPAL HOSPITAL AVAILABLE TO THE
RESIDENTS OF THE TOWN OF MASSENA, COUNTY OF ST. LAWRENCE, AND NORTHERN
NEW YORK STATE GENERALLY, THAT THE HEALTH CARE SERVICES PROVIDED BY THE
MASSENA MEMORIAL HOSPITAL HEALTHCARE NETWORK'S HOSPITAL, CLINICS, AND
ANCILLARY FACILITIES BY DEDICATED PUBLIC EMPLOYEES WILL CONTINUE, AND
THAT THE NETWORK'S ROLE AS A LEADING PROVIDER OF SERVICES TO MEDICAID
PATIENTS WILL ALSO CONTINUE.
§ 3352. DEFINITIONS. AS USED OR REFERRED TO IN THIS TITLE, UNLESS A
DIFFERENT MEANING CLEARLY APPEARS FROM THE CONTEXT:
1. "BOARD" MEANS THE BOARD OF DIRECTORS OF THE CORPORATION ESTABLISHED
BY SECTION THIRTY-THREE HUNDRED FIFTY-THREE OF THIS TITLE.
2. "BONDS" MEANS THE BONDS, NOTES, OR OTHER EVIDENCES OF INDEBTEDNESS
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.
A. 10941 3
3. "CORPORATION" MEANS THE PUBLIC BENEFIT CORPORATION CREATED BY
SECTION THIRTY-THREE HUNDRED FIFTY-THREE OF THIS TITLE, KNOWN AS THE
MASSENA MEMORIAL HOSPITAL CORPORATION.
4. "COUNTY" MEANS THE COUNTY OF ST. LAWRENCE.
5. "HEALTH FACILITY" MEANS 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, 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 TOWN IN PROVIDING
MEDICAL RESEARCH AND HEALTH AND MEDICAL SERVICES TO THE PUBLIC.
6. "DIRECTOR" MEANS A VOTING DIRECTOR APPOINTED TO THE CORPORATION
PURSUANT TO SECTION THIRTY-THREE HUNDRED FIFTY-THREE OF THIS TITLE.
7. "NETWORK" SHALL MEAN THE MASSENA MEMORIAL HOSPITAL HEALTHCARE
NETWORK.
8. "TOWN" SHALL MEAN THE TOWN OF MASSENA.
§ 3353. MASSENA MEMORIAL HOSPITAL CORPORATION. 1. (A) THERE IS HEREBY
CREATED A STATE BOARD TO BE KNOWN AS THE MASSENA MEMORIAL HOSPITAL
CORPORATION, WHICH SHALL BE A BODY CORPORATE AND POLITIC CONSTITUTING A
PUBLIC BENEFIT CORPORATION.
(B) THE CORPORATION SHALL BE GOVERNED BY FIFTEEN VOTING DIRECTORS, OF
WHOM EIGHT DIRECTORS SHALL BE APPOINTED BY THE GOVERNOR AND SEVEN DIREC-
TORS SHALL BE APPOINTED BY THE TOWN SUPERVISOR OF THE TOWN OF MASSENA.
THE GOVERNOR SHALL MAKE APPOINTMENTS TO THE CORPORATION AS FOLLOWS:
THREE DIRECTORS FROM A RECOMMENDATION SUBMITTED BY THE TOWN SUPERVISOR
OF THE TOWN OF MASSENA; THREE DIRECTORS FROM A RECOMMENDATION SUBMITTED
BY THE TOWN COUNCIL; ONE DIRECTOR, WHO SHALL BE A RESIDENT OF THE TOWN
OF MASSENA, FROM A RECOMMENDATION SUBMITTED BY THE TEMPORARY PRESIDENT
OF THE SENATE; AND ONE DIRECTOR, WHO SHALL BE A RESIDENT OF THE TOWN OF
MASSENA, FROM A RECOMMENDATION SUBMITTED BY THE SPEAKER OF THE ASSEMBLY.
THE TOWN SUPERVISOR OF THE TOWN OF MASSENA SHALL MAKE SEVEN APPOINTMENTS
TO THE BOARD WITH THE ADVICE AND CONSENT OF THE TOWN COUNCIL.
THE TERMS OF THE INITIAL DIRECTORS APPOINTED BY THE GOVERNOR SHALL BE
FIVE YEARS FOR SUCH DIRECTORS APPOINTED UPON RECOMMENDATION OF THE
TEMPORARY PRESIDENT OF THE SENATE AND THE SPEAKER OF THE ASSEMBLY. THE
TERMS OF THE INITIAL DIRECTORS APPOINTED BY THE GOVERNOR UPON THE RECOM-
MENDATION OF THE TOWN SUPERVISOR OF THE TOWN OF MASSENA SHALL BE FIVE
YEARS FOR ONE, FOUR YEARS FOR ONE, AND THREE YEARS FOR ONE. THE TERMS OF
THE INITIAL DIRECTORS APPOINTED BY THE GOVERNOR UPON THE RECOMMENDATION
OF THE TOWN COUNCIL SHALL BE FOUR YEARS FOR TWO AND THREE YEARS FOR ONE.
THE TERMS OF THE INITIAL DIRECTORS APPOINTED BY THE TOWN SUPERVISOR OF
THE TOWN OF MASSENA SHALL BE ONE YEAR FOR TWO OF SUCH DIRECTORS, TWO
YEARS FOR THREE OF SUCH DIRECTORS, AND THREE YEARS FOR TWO OF SUCH
DIRECTORS.
(C) EACH DIRECTOR SHALL POSSESS A HIGH DEGREE OF EXPERIENCE AND KNOW-
LEDGE IN RELEVANT FIELDS AND A HIGH DEGREE OF INTEREST IN THE CORPO-
RATION. THE APPOINTMENT OF ANY 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 OR OTHER
HEALTH PROFESSIONALS OR BOTH, HEALTH SECTOR WORKERS, AND THE PATIENT OR
CONSUMER PERSPECTIVE.
A. 10941 4
2. THERE SHALL BE FOUR NON-VOTING REPRESENTATIVES, WHO SHALL INCLUDE
THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION APPOINTED BY THE VOTING
DIRECTORS OF THE BOARD, ONE SELECTED BY THE TOWN SUPERVISOR OF THE TOWN
OF MASSENA, TWO SELECTED BY THE TOWN COUNCIL. SUCH REPRESENTATIVES SHALL
HAVE ALL OF THE RIGHTS AND POWERS OF THE DIRECTORS OTHER THAN THE RIGHT
AND POWER TO VOTE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO EQUAL
ACCESS TO INFORMATION.
3. ALL DIRECTORS AND NON-VOTING REPRESENTATIVES SHALL CONTINUE TO HOLD
OFFICE UNTIL THEIR SUCCESSORS ARE APPOINTED AND QUALIFY. ALL SUBSEQUENT
APPOINTMENTS MADE UPON THE EXPIRATION OF AN INITIAL TERM SHALL BE FOR A
TERM OF FIVE YEARS, AND ALL APPOINTEES SHALL BE ELIGIBLE FOR REAPPOINT-
MENT. VACANCIES OCCURRING OTHERWISE THAN BY EXPIRATION OF TERM OF OFFICE
SHALL BE FILLED FOR THE UNEXPIRED TERMS IN THE MANNER PROVIDED FOR
ORIGINAL APPOINTMENT. MEMBERS OF THE BOARD 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 AND AN OPPORTUNITY TO BE HEARD IN PERSON OR BY COUNSEL IN HIS OR
HER DEFENSE, UPON NOT LESS THAN TEN DAYS NOTICE.
4. (A) THE DIRECTORS SHALL, BY MAJORITY VOTE, SELECT ONE OF THE
FIFTEEN 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 DIRECTORS MAY PROVIDE.
(B) THE VOTING DIRECTORS AND NON-VOTING REPRESENTATIVES OF THE CORPO-
RATION SHALL RECEIVE NO COMPENSATION FOR THEIR SERVICES, BUT SHALL BE
REIMBURSED FOR ALL THEIR ACTUAL AND NECESSARY EXPENSES INCURRED IN
CONNECTION WITH CARRYING OUT THE PURPOSES OF THIS TITLE.
(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 DIRECTORS IS PRESENT. NO ACTION SHALL BE TAKEN BY THE CORPO-
RATION EXCEPT PURSUANT TO THE FAVORABLE VOTE OF AT LEAST EIGHT DIRECTORS
PRESENT AT THE MEETING AT WHICH SUCH ACTION IS TAKEN.
(D) THE MEMBERS OF THE BOARD OR ANY COMMITTEE THEREOF MAY PARTICIPATE
IN A MEETING OF SUCH BOARD OR COMMITTEE BY MEANS OF A CONFERENCE TELE-
PHONE OR SIMILAR COMMUNICATIONS EQUIPMENT ALLOWING ALL PERSONS PARTIC-
IPATING IN THE MEETING TO HEAR EACH OTHER AT THE SAME TIME; PARTIC-
IPATION BY SUCH MEANS SHALL CONSTITUTE PRESENCE IN PERSON AT A MEETING.
(E) ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY THE BOARD OR ANY
COMMITTEE THEREOF MAY BE TAKEN WITHOUT A MEETING IF ALL MEMBERS OF THE
BOARD OR THE COMMITTEE CONSENT IN WRITING TO THE ADOPTION OF A RESOL-
UTION AUTHORIZING THE ACTION. THE RESOLUTION AND THE WRITTEN CONSENTS
THERETO BY THE MEMBERS OF THE BOARD OR COMMITTEE SHALL BE FILED WITH THE
MINUTES OF THE PROCEEDINGS OF THE BOARD OR COMMITTEE.
5. THE VOTING DIRECTORS SHALL SELECT AND SHALL DETERMINE THE SALARY
AND BENEFITS OF THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION. THE
DIRECTORS SHALL HAVE THE AUTHORITY TO DISCHARGE THE CHIEF EXECUTIVE
OFFICER WITH OR WITHOUT CAUSE; PROVIDED, HOWEVER, THAT REMOVAL WITHOUT
CAUSE SHALL NOT PREJUDICE THE CONTRACT RIGHTS, IF ANY, OF THE CHIEF
EXECUTIVE OFFICER.
6. 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 DIRECTOR, NON-VOTING REPRESENTATIVE, OFFICER, OR EMPLOYEE OF
THE CORPORATION, NOR SHALL SERVICE AS SUCH A DIRECTOR, NON-VOTING REPRE-
SENTATIVE, OFFICER, OR EMPLOYEE BE DEEMED INCOMPATIBLE OR IN CONFLICT
WITH SUCH OFFICE OR EMPLOYMENT; AND PROVIDED FURTHER, HOWEVER, THAT NO
A. 10941 5
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.
7. THE CORPORATION SHALL HAVE A CHIEF EXECUTIVE OFFICER, A SECRETARY,
A TREASURER, AND SUCH OTHER OFFICERS AS THE BOARD SHALL FROM TIME TO
TIME PROVIDE; SUCH OFFICERS SHALL EXERCISE THE DUTIES PROVIDED BY THE
BOARD OR BY THIS TITLE.
8. 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 TOWN IN SUCH MANNER AS IS
OR MAY BE PRESCRIBED BY LAW.
9. CONTRACTS FOR WORKS, CONSTRUCTION, OR PURCHASES TO WHICH THE CORPO-
RATION IS A PARTY SHALL BE SUBJECT TO THE PROVISIONS OF ARTICLE FIVE-A
OF THE GENERAL MUNICIPAL LAW, EXCEPT AS PROVIDED IN SUBDIVISIONS TEN AND
ELEVEN OF THIS SECTION. IN ADDITION TO THE PROCEDURES PRESCRIBED UNDER
SECTION ONE HUNDRED FOUR OF THE GENERAL MUNICIPAL LAW FOR THE UTILIZA-
TION 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.
10. IT IS THE INTENT OF THE LEGISLATURE THAT OVERALL COST SHALL IN ALL
CASES BE A MAJOR CRITERION IN THE SELECTION OF PROJECT DEVELOPERS FOR
AWARD OF CONTRACTS PURSUANT TO THIS SECTION AND THAT, WHENEVER PRACTI-
CAL, SUCH CONTRACTS SHALL BE ENTERED INTO THROUGH COMPETITIVE BIDDING
PROCEDURES, AS PRESCRIBED BY 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 AND DIAGNOSTIC AND TREATMENT DEVICES, THE RELATIVE
NEWNESS OF A VARIETY OF DEVICES, PROCESSES, AND PROCEDURES NOW AVAIL-
ABLE, 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, OR MAINTENANCE RESPONSIBILITY, OR ANY COMBINATION
THEREOF, OVER PROLONGED PERIODS OF TIME, AND TO ACKNOWLEDGE 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 COST
ALONE, INCLUDING, BUT NOT LIMITED TO, FACILITY DESIGN, SYSTEM RELIABIL-
ITY, EFFICIENCY, SAFETY, AND COMPATIBILITY WITH OTHER ELEMENTS OF
PATIENT CARE. ACCORDINGLY, AND NOTWITHSTANDING THE PROVISIONS OF ANY
GENERAL, SPECIAL, OR LOCAL LAW OR CHARTER, 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 PURSUANT TO THE FOLLOWING PROVISIONS FOR THE
AWARD OF A CONTRACT BASED ON AN EVALUATION OF PROPOSALS SUBMITTED IN
RESPONSE TO A REQUEST FOR PROPOSALS PREPARED BY OR FOR THE CORPORATION:
A. 10941 6
(A) THE CORPORATION SHALL REQUIRE THAT EACH PROPOSAL TO BE SUBMITTED
BY A PROJECT DEVELOPER INCLUDE:
(I) 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 REQUIRED BY A PROPOSED CONTRACT;
(II) A PROPOSAL CLEARLY IDENTIFYING AND SPECIFYING ALL ELEMENTS OF
COSTS WHICH WOULD BECOME CHARGES TO THE CORPORATION, IN WHATEVER FORM,
IN RETURN FOR THE FULFILLMENT BY THE PROJECT DEVELOPER FOR THE FULL
LIFETIME OF A PROPOSED CONTRACT, INCLUDING, AS APPROPRIATE, BUT NOT
LIMITED TO, THE COST OF PLANNING, DESIGN, CONSTRUCTION, OPERATION,
MANAGEMENT, OR MAINTENANCE, OR ANY COMBINATION THEREOF, OF ANY FACILITY,
AND CLEARLY IDENTIFYING AND SPECIFYING 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 EVALUATION 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
(III) 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
SUBDIVISION, 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 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 EVALU-
ATION OF THE MEDICAL PROJECT, INCLUDING MEDICAL FACILITY, FACILITY
DESIGN, SYSTEM RELIABILITY, ENERGY BALANCE, AND EFFICIENCY. THE EVALU-
ATION OF SUCH PROPOSALS AND THE DETERMINATION OF WHETHER OR NOT 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, OF THE RECORD OF THE PROJECT DEVELOPER IN
COMPLYING WITH EXISTING LABOR STANDARDS AND RECOGNIZING STATE AND FEDER-
ALLY APPROVED APPRENTICE TRAINING PROGRAMS AND CONSIDERATION OF THE
WILLINGNESS OF THE PROJECT DEVELOPER TO PROVIDE FOR MEANINGFUL PARTIC-
IPATION OF MINORITY GROUP PERSONS AND BUSINESS ENTERPRISES IN THE
CONDUCT OF THE WORK; AND
(D) THE CORPORATION MAY MAKE A CONTRACT AWARD TO ANY RESPONSIBLE
PROJECT DEVELOPER 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 RESOLUTION WHICH INCLUDES PARTICULARIZED FINDINGS RELEVANT
TO FACTORS PURSUANT TO PARAGRAPH (C) OF THIS SUBDIVISION INDICATING THAT
A. 10941 7
THE CORPORATION'S REQUIREMENTS ARE MET BY AWARD AND THAT SUCH ACTION IS
IN THE PUBLIC INTEREST.
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.
11. EVERY CONTRACT ENTERED INTO BETWEEN THE CORPORATION AND A PROJECT
DEVELOPER, PURSUANT TO THE PROVISIONS OF PARAGRAPH (D) OF SUBDIVISION
TEN 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 SUCH CONSTRUCTION, EXCLUSIVE OF THE COST OF
MEDICAL EQUIPMENT, APPARATUS, AND DEVICES, IS LESS THAN SEVENTY-FIVE
THOUSAND DOLLARS.
(A) THE PROJECT DEVELOPER SHALL ADVERTISE FOR BIDS FOR SUCH
CONSTRUCTION CONTRACTS IN A DAILY NEWSPAPER HAVING GENERAL CIRCULATION
IN THE TOWN. 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 THE DATE ON WHICH THE BIDS ARE OPENED.
(B) WHEN THE ENTIRE COST OF CONSTRUCTING SUCH BUILDING, EXCLUSIVE OF
ANY MEDICAL EQUIPMENT, APPARATUS, OR DEVICES, EXCEEDS SEVENTY-FIVE THOU-
SAND DOLLARS, THE PROJECT DEVELOPER SHALL PREPARE SEPARATE SPECIFICA-
TIONS FOR THE FOLLOWING SUBDIVISIONS OF SUCH WORK, SO AS TO PERMIT SEPA-
RATE AND INDEPENDENT BIDDING UPON EACH SUBDIVISION:
(I) PLUMBING AND GAS FITTINGS;
(II) STEAM HEATING, HOT WATER HEATING, VENTILATING, AND AIR CONDITION-
ING APPARATUS; AND
(III) 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 OR NOT A PROSPECTIVE CONTRACTOR IS RESPON-
SIBLE AND RESPONSIVE, THE PROJECT DEVELOPER MAY REQUIRE THAT PROSPECTIVE
CONTRACTORS:
A. 10941 8
(I) HAVE ADEQUATE FINANCIAL RESOURCES OR THE ABILITY TO OBTAIN SUCH
RESOURCES;
(II) BE ABLE TO COMPLY WITH THE REQUIRED OR PROPOSED DELIVERY OR
PERFORMANCE SCHEDULE;
(III) HAVE A SATISFACTORY RECORD OF PERFORMANCE;
(IV) HAVE THE NECESSARY ORGANIZATION, EXPERIENCE, OPERATIONAL
CONTROLS, AND TECHNICAL SKILLS, OR THE ABILITY TO OBTAIN THEM;
(V) HAVE THE NECESSARY PRODUCTION, CONSTRUCTION, AND TECHNICAL EQUIP-
MENT AND FACILITIES, OR THE ABILITY TO OBTAIN THEM; AND
(VI) BE ELIGIBLE TO RECEIVE AN AWARD UNDER APPLICABLE LAWS AND REGU-
LATIONS AND BE OTHERWISE QUALIFIED.
(E) THE PROJECT DEVELOPER MAY REJECT ANY BID OF A BIDDER IF THE
PROJECT DEVELOPER DETERMINES THE BIDDER TO BE NON-RESPONSIBLE OR THE BID
NON-RESPONSIVE TO THE ADVERTISEMENT FOR BIDS.
(F) THE PROJECT DEVELOPER MAY, IN ITS DISCRETION, REJECT ALL BIDS, MAY
REVISE BID SPECIFICATIONS, AND MAY RE-ADVERTISE FOR BIDS AS PROVIDED IN
THIS SUBDIVISION FOR ORIGINAL ADVERTISEMENTS.
(G) ONLY AS USED IN THIS SECTION:
(I) "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;
(II) "CONSTRUCTION" INCLUDES RECONSTRUCTION, REHABILITATION, OR
IMPROVEMENT, EXCLUSIVE OF THE INSTALLATION AND ASSEMBLY OF ANY MEDICAL
EQUIPMENT, APPARATUS, OR DEVICE;
(III) "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 DOES NOT INCLUDE APPARATUS, EQUIPMENT, DEVICES,
SYSTEMS, SUPPLIES, OR ANY COMBINATION THEREOF; AND
(IV) "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 DO NOT INCLUDE ORDINARY
SUPPLIES AND EQUIPMENT EXPENDED OR UTILIZED IN THE CUSTOMARY CARE AND
TREATMENT OF PATIENTS.
12. (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 BUSINESS DEVELOPMENT, INCLUDING STRATEGIC ALLIANCES AND CONTRACTS
FOR MANAGED CARE AND OTHER NETWORK ARRANGEMENTS, CAPITATION CONTRACTS,
AND OTHER SIMILAR ARRANGEMENTS RELATING TO 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 OR PRIC-
ING COMMITMENTS OF THE CORPORATION RELATING TO BUSINESS DEVELOPMENT,
INCLUDING STRATEGIC ALLIANCES AND CONTRACTS FOR MANAGED CARE AND OTHER
NETWORK ARRANGEMENTS, CAPITATION CONTRACTS, AND OTHER SIMILAR ARRANGE-
MENTS RELATING TO BUSINESS DEVELOPMENT WHICH, IF DISCLOSED, WOULD BE
LIKELY TO INJURE THE COMPETITIVE POSITION OF THE CORPORATION.
A. 10941 9
13. THE TOWN SHALL PROVIDE THE CORPORATION WITH FULL FUNDING OF THE
NETWORK'S EXISTING CAPITAL PROGRAM FOR THE YEARS TWO THOUSAND SEVENTEEN,
TWO THOUSAND EIGHTEEN, AND TWO THOUSAND NINETEEN, AS AUTHORIZED IN THE
TOWN'S TWO THOUSAND SIXTEEN CAPITAL BUDGET.
§ 3354. TRANSFER OF OFFICERS AND EMPLOYEES; RECOGNITION AND CONTINUA-
TION OF EXISTING BARGAINING AGENTS AND UNITS; LAYOFFS; SERVICES. 1. ON
THE EFFECTIVE DATE OF THE TRANSFER OF THE FACILITIES AND OPERATIONS OF
THE MASSENA MEMORIAL HOSPITAL CORPORATION HEALTHCARE NETWORK PURSUANT TO
AN AGREEMENT BETWEEN THE TOWN AND THE CORPORATION, AS AUTHORIZED IN THIS
TITLE, OFFICERS AND EMPLOYEES EMPLOYED IN THE NETWORK SHALL BECOME OFFI-
CERS AND EMPLOYEES OF THE CORPORATION WITH EQUIVALENT OFFICES, POSI-
TIONS, AND EMPLOYMENT THEREWITH AND SHALL BE DEEMED PUBLIC OFFICERS OR
PUBLIC EMPLOYEES FOR ALL PURPOSES.
2. THE EMPLOYEES OF THE CORPORATION SHALL, FOR ALL PURPOSES OF ARTICLE
FOURTEEN OF THE CIVIL SERVICE LAW, BE DEEMED TO BE EMPLOYEES OF THE TOWN
OF MASSENA AND SHALL BE EMPLOYED WITHIN THE CURRENT TOWN OF MASSENA
BARGAINING UNIT DESIGNATION. THE TOWN OFFICE OF LABOR RELATIONS SHALL,
FOR ALL PURPOSES OF ARTICLE FOURTEEN OF THE CIVIL SERVICE LAW, ACT AS
AGENT FOR THE CORPORATION AND SHALL, WITH RESPECT TO THE CORPORATION,
HAVE ALL THE POWERS AND DUTIES PROVIDED UNDER ARTICLE TWENTY-FOUR OF THE
EXECUTIVE LAW. THOSE PERSONS WHO BECOME EMPLOYEES OF THE CORPORATION
PURSUANT TO SUBDIVISION ONE OF THIS SECTION OR WHO ENTER INTO THE
SERVICE OF THE CORPORATION FOLLOWING THE EFFECTIVE DATE OF THE TRANSFER
SHALL RETAIN THEIR CURRENT BARGAINING UNIT DESIGNATIONS. THE CORPORATION
AND THE TOWN SHALL RECOGNIZE THE EXISTING CERTIFIED OR RECOGNIZED
EMPLOYEE ORGANIZATIONS FOR TOWN EMPLOYEES AS THE EXCLUSIVE COLLECTIVE
BARGAINING REPRESENTATIVES FOR SUCH EMPLOYEES.
TITLES WITHIN COLLECTIVE BARGAINING UNITS IN EXISTENCE PRIOR TO THE
TRANSFER OF OPERATIONS TO THE CORPORATION SHALL REMAIN IN THOSE UNITS
AND SHALL NOT BE ALTERED BY THE PUBLIC EMPLOYMENT RELATIONS BOARD WITH-
OUT THE CONSENT OF THE CORPORATION, THE TOWN, AND THE RECOGNIZED OR
CERTIFIED REPRESENTATIVES OF THE NEGOTIATING UNITS INVOLVED. NEW TITLES
CREATED AFTER THE DATE OF THE TRANSFER OF OPERATIONS TO THE CORPORATION
SHALL BE PLACED IN THE APPROPRIATE UNIT OF TOWN EMPLOYEES CONSISTENT
WITH THE PROVISIONS OF ARTICLE FOURTEEN OF THE CIVIL SERVICE LAW.
3. THE CORPORATION SHALL BE BOUND BY ALL COLLECTIVE BARGAINING AGREE-
MENTS BETWEEN THE TOWN OF MASSENA AND SUCH COLLECTIVE BARGAINING REPRE-
SENTATIVES IN EFFECT AS OF THE DATE OF TRANSFER OF OPERATIONS TO THE
CORPORATION AND ANY SUCCESSOR AGREEMENTS BETWEEN SUCH PARTIES.
4. THE CORPORATION SHALL BE SUBJECT TO THE CIVIL SERVICE LAW. FOR THE
PURPOSES OF SUCH LAW, THE FOLLOWING TITLES, INCLUDING THE PROPOSED
COMPARABLE CORPORATE TITLES WHERE APPLICABLE, SHALL, UPON THE EFFECTIVE
DATE OF THE TRANSFER DESCRIBED IN SUBDIVISION ONE OF THIS SECTION,
CONTINUE TO BE CLASSIFIED OR DESIGNATED EXEMPT OR
MANAGERIAL/CONFIDENTIAL UNLESS, PURSUANT TO THE PROVISIONS OF THE CIVIL
SERVICE LAW, A LESSER OR GREATER NUMBER OF TITLES OR POSITIONS IS PROP-
ERLY CLASSIFIED OR DESIGNATED EXEMPT OR MANAGERIAL/CONFIDENTIAL:
ASSISTANT DIRECTOR LABS, ASSISTANT DIRECTOR MMS, ASSISTANT DIRECTOR
NEUROPATHOLOGY, ASSISTANT DIRECTOR NURSING MEDICINE, ASSISTANT DIRECTOR
NURSING MED. SURGERY, ASSISTANT DIRECTOR NURSING SERVICES, ASSISTANT
DIRECTOR SP. CL. SERVICES, ASSISTANT HOSPITAL ADMINISTRATOR, ASSOCIATE
ADMINISTRATOR HLT, ASSOCIATE DIRECTOR MEDICINE, ASSOCIATE DIRECTOR OF
FINANCE, ASSOCIATE DIRECTOR OF PATHOLOGY, ASSOCIATE DIRECTOR OUTPUT
SERVICES, CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, CHIEF FINAN-
CIAL OFFICER, CHIEF ORTHOPEDIC SURGERY, CLINICAL DIRECTOR, COORDINATOR
INT. SERVICES, DIRECTOR CORPORATE COMPLIANCE, DIRECTOR NURSING SERVICES,
A. 10941 10
DIRECTOR OF INFORMATION SERVICES, DIRECTOR OF LABS, DIRECTOR OF MENTAL
HEALTH SPECIAL SERVICES, DIRECTOR OF NURSING SERVICES, DIRECTOR PHARMA-
CY, DIRECTOR SOCIAL WORK SERVICES, DIRECTOR SURGICAL SERVICES, NURSES
FACILITIES ADMINISTRATOR, SECRETARY BOARD OF MANAGERS, AND SECRETARY TO
CHIEF EXECUTIVE OFFICER. EMPLOYEES IN EXISTING OR NEW TITLES THAT ARE
PROPERLY CLASSIFIED OR DESIGNATED AS EXEMPT OR MANAGERIAL/CONFIDENTIAL
SHALL BE CONSIDERED EMPLOYEES OF THE CORPORATION.
5. NOTHING CONTAINED IN THIS TITLE SHALL BE CONSTRUED TO AFFECT:
(A) THE RIGHTS OF EMPLOYEES PURSUANT TO A COLLECTIVE BARGAINING AGREE-
MENT;
(B) THE BARGAINING RELATIONSHIP BETWEEN THE EXECUTIVE BRANCH OF THE
TOWN OF MASSENA AND AN EMPLOYEE ORGANIZATION; OR
(C) EXISTING LAW WITH RESPECT TO AN APPLICATION TO THE PUBLIC EMPLOY-
MENT RELATIONS BOARD SEEKING THE DESIGNATION OF PERSONS AS MANAGERIAL OR
CONFIDENTIAL.
6. THERE SHALL BE NO LAYOFFS OF ANY OFFICERS OR EMPLOYEES OF THE
MASSENA MEMORIAL HOSPITAL 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.
7. NOTHING CONTAINED IN THIS SECTION SHALL BE CONSTRUED TO PREVENT THE
ELIMINATION OF ANY SERVICE AT ANY TIME AS A RESULT OF THE ELIMINATION OF
STATE OR FEDERAL ASSISTANCE, THE ELIMINATION OF AVAILABLE REVENUE
REIMBURSEMENT, LOSS OF CERTIFICATION OR LICENSURE, OR LOSS OF FINANCIAL
VIABILITY.
§ 3355. GENERAL POWERS OF THE CORPORATION. EXCEPT AS LIMITED BY THIS
TITLE, THE PUBLIC HEALTH LAW, THE MENTAL HYGIENE LAW, THE SOCIAL
SERVICES LAW, THE EDUCATION LAW, THE CIVIL PRACTICE LAW AND RULES, OR
ANY OTHER APPLICABLE LAW OR REGULATION, THE CORPORATION SHALL HAVE
POWER:
1. TO SUE AND BE SUED AND TO PARTICIPATE IN ACTIONS AND PROCEEDINGS,
WHETHER JUDICIAL, ADMINISTRATIVE, OR OTHERWISE;
2. TO HAVE A SEAL AND TO ALTER SUCH SEAL, AND TO USE IT BY CAUSING IT
OR A FACSIMILE THEREOF TO BE AFFIXED, IMPRESSED, OR REPRODUCED IN ANY
OTHER MANNER;
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. TO PURCHASE, RECEIVE, TAKE BY GRANT, GIFT, DEVISE, BEQUEST, OR
OTHERWISE, LEASE, OR OTHERWISE ACQUIRE, OWN, HOLD, IMPROVE, EMPLOY, USE,
AND OTHERWISE DEAL IN AND WITH, REAL OR PERSONAL PROPERTY, OR ANY INTER-
EST THEREIN, WHEREVER SITUATED;
6. TO PURCHASE, TAKE, RECEIVE, SUBSCRIBE FOR, OR OTHERWISE ACQUIRE,
OWN, HOLD, VOTE, EMPLOY, SELL, LEND, LEASE, EXCHANGE, TRANSFER, OR
OTHERWISE DISPOSE OF, MORTGAGE, PLEDGE, USE, AND OTHERWISE DEAL IN AND
WITH, BONDS AND OTHER OBLIGATIONS, SHARES, OR OTHER SECURITIES OR INTER-
ESTS ISSUED BY OTHERS, WHETHER ENGAGED IN SIMILAR OR DIFFERENT BUSINESS,
GOVERNMENTAL, OR OTHER ACTIVITIES;
7. TO ACCEPT SUBVENTIONS FROM OTHER PERSONS OR ANY UNIT OF GOVERNMENT;
8. TO SELL, CONVEY, LEASE, EXCHANGE, TRANSFER, OR OTHERWISE DISPOSE
OF, MORTGAGE OR PLEDGE, OR CREATE A SECURITY INTEREST IN, ALL OR ANY OF
A. 10941 11
ITS PROPERTY, OR ANY INTEREST THEREIN, WHEREVER SITUATED, UPON SUCH
TERMS AND CONDITIONS AND IN SUCH MANNER AS THE CORPORATION SHALL DETER-
MINE;
9. TO ACQUIRE BY CONDEMNATION PURSUANT TO THE PROVISIONS OF THE
EMINENT DOMAIN PROCEDURE LAW ANY REAL PROPERTY WITHIN THE TOWN OF MASSE-
NA REQUIRED BY THE CORPORATION TO CARRY OUT THE POWERS GRANTED BY THIS
TITLE WITH THE APPROVAL OF BOTH THE MASSENA TOWN COUNCIL AND THE TOWN
SUPERVISOR;
10. TO MAKE CAPITAL CONTRIBUTIONS TO OTHER NOT-FOR-PROFIT CORPO-
RATIONS;
11. TO OFFER PARTICIPATION IN THE NEW YORK STATE AND LOCAL EMPLOYEES'
RETIREMENT SYSTEM FOR ALL ITS OFFICERS AND EMPLOYEES AND TO ESTABLISH
AND CARRY OUT OTHER RETIREMENT PLANS AUTHORIZED PURSUANT TO THE RETIRE-
MENT AND SOCIAL SECURITY LAW, WHICH MAY BE OFFERED TO ALL OF ITS OFFI-
CERS AND EMPLOYEES NOT PARTICIPATING IN THE NEW YORK STATE AND LOCAL
EMPLOYEES' RETIREMENT SYSTEM, AND TO ESTABLISH AND CARRY OUT OTHER
INCENTIVE AND BENEFIT PLANS, TRUSTS, AND PROVISIONS FOR ANY OR ALL OF
ITS OFFICERS AND EMPLOYEES, SUBJECT TO THE APPLICABLE PROVISIONS OF
ARTICLE FOURTEEN OF THE CIVIL SERVICE LAW;
12. TO BE A PROMOTER, PARTNER, MEMBER, ASSOCIATE, OR MANAGER OF OTHER
NOT-FOR-PROFIT ACTIVITIES OR BUSINESS ENTERPRISES OR VENTURES, OR, TO
THE EXTENT PERMITTED IN ANY OTHER JURISDICTION, TO BE AN INCORPORATOR OF
OTHER CORPORATIONS OF ANY TYPE OR KIND;
13. TO MAKE CONTRACTS, GIVE GUARANTEES, AND INCUR LIABILITIES, BORROW
MONEY AT SUCH RATES OF INTEREST AS THE CORPORATION MAY DETERMINE, ISSUE
NOTES, BONDS, AND OTHER OBLIGATIONS, AND SECURE ANY OF ITS OBLIGATIONS
BY MORTGAGE OR PLEDGE OF ALL OR ANY OF ITS PROPERTY OR ANY INTEREST
THEREIN, WHEREVER SITUATED;
14. TO ISSUE BONDS FOR ANY CORPORATE PURPOSE OR PROJECT, TO REFUND THE
SAME, AND TO PROVIDE FOR THE RIGHTS OF HOLDERS THEREOF;
15. TO ACCEPT GIFTS, GRANTS, LOANS, OR CONTRIBUTIONS OF FUNDS OR PROP-
ERTY OR FINANCIAL OR OTHER AID IN ANY FORM FROM, AND ENTER INTO
CONTRACTS OR OTHER TRANSACTIONS WITH, THE FEDERAL GOVERNMENT, THE STATE,
OR ANY PUBLIC CORPORATION OR ANY OTHER SOURCE, AND TO USE ANY SUCH
GIFTS, GRANTS, LOANS, OR CONTRIBUTIONS FOR ANY OF ITS CORPORATE
PURPOSES;
16. 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;
17. TO LEND MONEY, INVEST AND REINVEST ITS FUNDS, AND TAKE AND HOLD
REAL AND PERSONAL PROPERTY AS SECURITY FOR THE PAYMENT OF FUNDS SO LENT
OR INVESTED;
18. TO DESIGNATE THE DEPOSITORIES OF ITS MONEY;
19. TO ESTABLISH ITS FISCAL YEAR;
20. TO CONDUCT THE ACTIVITIES OF THE CORPORATION, HAVE OFFICES, AND
EXERCISE THE POWERS GRANTED BY THIS TITLE IN ANY JURISDICTION WITHIN OR
WITHOUT THE UNITED STATES;
21. 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 AGREEMENT, AND TO RETAIN OR EMPLOY COUNSEL, AUDITORS, ENGI-
NEERS, AND PRIVATE CONSULTANTS ON A CONTRACT BASIS OR OTHERWISE FOR
RENDERING PROFESSIONAL, MANAGEMENT, OR TECHNICAL SERVICES AND ADVICE;
A. 10941 12
22. TO USE EMPLOYEES, AGENTS, CONSULTANTS, AND FACILITIES OF THE TOWN,
PAYING THE TOWN ITS AGREED PROPORTION OF THE COMPENSATION OR COSTS
PURSUANT TO AN AGREEMENT WITH THE TOWN;
23. TO MAKE AND ADOPT PLANS, SURVEYS, AND STUDIES NECESSARY, CONVEN-
IENT, OR DESIRABLE TO THE EFFECTUATION OF THE PURPOSES AND POWERS OF THE
CORPORATION AND TO PREPARE RECOMMENDATIONS IN REGARD THERETO;
24. EXCEPT AS LIMITED BY STATE LAW OR REGULATION, TO FIX AND COLLECT
RATES, RENTALS, FEES, LEASE PAYMENTS, AND OTHER CHARGES FOR THE SERVICES
RENDERED BY IT OR FOR THE USE OF THE FACILITIES OWNED, CONTROLLED, OR
ADMINISTERED BY OR IN THE EXERCISE OF THE POWERS OF THE CORPORATION;
25. TO ENTER UPON SUCH LANDS, WATERS, OR PREMISES AS IN THE JUDGMENT
OF THE CORPORATION MAY BE NECESSARY, CONVENIENT, OR DESIRABLE FOR THE
PURPOSE OF MAKING SURVEYS, SOUNDINGS, BORINGS, AND EXAMINATIONS TO
ACCOMPLISH ANY PURPOSE AUTHORIZED BY THIS TITLE, THE CORPORATION BEING
LIABLE FOR ACTUAL DAMAGE DONE;
26. THE CORPORATION MAY COVENANT AND CONSENT THAT THE INTEREST ON ANY
OF ITS BONDS OR NOTES ISSUED PURSUANT TO THIS TITLE SHALL BE INCLUDABLE,
UNDER THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR ANY SUBSEQUENT CORRESPONDING INTERNAL REVENUE LAW OF THE
UNITED STATES, IN GROSS INCOME OF THE HOLDERS OF THE BONDS OR NOTES TO
THE SAME EXTENT AND IN THE SAME MANNER THAT THE INTEREST ON BILLS,
BONDS, NOTES, OR OTHER OBLIGATIONS OF THE UNITED STATES IS INCLUDABLE IN
THE GROSS INCOME OF THE HOLDERS THEREOF UNDER THE CODE OR ANY SUCH
SUBSEQUENT LAW;
27. TO MAKE, ADOPT, AMEND, ENFORCE, AND REPEAL RULES FOR ITS GOVER-
NANCE AND INTERNAL MANAGEMENT AND PERSONNEL PRACTICES, SUBJECT TO ARTI-
CLE FOURTEEN OF THE CIVIL SERVICE LAW, WHERE APPLICABLE;
28. 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
29. 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.
§ 3356. SPECIAL POWERS OF THE CORPORATION. IN ORDER TO EFFECTUATE THE
PURPOSES OF THIS TITLE, THE CORPORATION SHALL HAVE THE FOLLOWING ADDI-
TIONAL POWERS, EXCEPT AS LIMITED BY THIS TITLE, THE PUBLIC HEALTH LAW,
THE MENTAL HYGIENE LAW, THE SOCIAL SERVICES LAW, THE EDUCATION LAW, THE
CIVIL PRACTICE LAW AND RULES, 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, COLLECT, AND ADJUST FEES,
RENTALS, AND OTHER CHARGES FOR THE SALE, LEASE, OR SUBLEASE OF ANY SUCH
HEALTH FACILITY OR REAL PROPERTY, SUBJECT TO THE TERMS AND CONDITIONS OF
ANY CONTRACT, LEASE, SUBLEASE, OR OTHER AGREEMENT WITH THE TOWN;
2. TO PROVIDE HEALTH AND MEDICAL SERVICES FOR THE PUBLIC, DIRECTLY OR
BY AGREEMENT OR LEASE WITH ANY PERSON, FIRM, PARTNERSHIP, LIMITED
LIABILITY COMPANY, OR PRIVATE OR PUBLIC CORPORATION OR ASSOCIATION
THROUGH OR IN THE HEALTH FACILITIES OF THE CORPORATION OR OTHERWISE, AND
TO MAKE INTERNAL POLICIES GOVERNING ADMISSIONS AND HEALTH AND MEDICAL
SERVICES; AND TO ESTABLISH, COLLECT, AND ADJUST FEES AND OTHER CHARGES
FOR THE PROVISION OF SUCH HEALTH AND MEDICAL SERVICES; AND TO PROVIDE
A. 10941 13
AND MAINTAIN TRAINING PROGRAMS FOR RESIDENT PHYSICIANS, POST-GRADUATE
CLINICAL FELLOWS, GRADUATE STUDENTS, OTHER ALLIED HEALTH PROFESSIONALS
AND INTERN MEDICAL SERVICES; AND TO SPONSOR AND CONDUCT RESEARCH, EDUCA-
TIONAL, AND TRAINING PROGRAMS;
3. TO PROVIDE UNCOMPENSATED CARE TO PERSONS IN NEED OF HEALTH CARE
SERVICES WITHOUT THE ABILITY TO PAY;
4. TO PROVIDE, MAINTAIN, AND OPERATE A MEDICAL TRANSPORT SERVICE;
PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL PROHIBIT THE
CORPORATION FROM ADOPTING A SCHEDULE OF CHARGES FOR MEDICAL TRANSPORT;
5. TO PARTICIPATE IN MANAGED CARE NETWORKS, FEE-FOR-SERVICE, AND OTHER
JOINT AND COOPERATIVE ARRANGEMENTS FOR THE PROVISION OF GENERAL COMPRE-
HENSIVE AND SPECIALTY HEALTH CARE SERVICES, DIRECTLY OR THROUGH CONTRACT
WITH OTHER SERVICE PROVIDERS OR ENTITIES;
6. TO ESTABLISH SUBSIDIARY CORPORATIONS OR OTHER ENTITIES IN ACCORD-
ANCE WITH SUBDIVISION NINE OF THIS SECTION:
(A) TO MEET THE DEMANDS OF HEALTH CARE DELIVERY CHANGES; AND
(B) TO MARKET, MANUFACTURE, OR DEVELOP PRODUCTS OR SERVICES DEVELOPED
BY THE CORPORATION'S CLINICAL AND RESEARCH ACTIVITIES;
7. TO ENTER INTO CONTRACTS, LEASES, SUBLEASES, AND OTHER AGREEMENTS
FOR THE PURPOSE OF AFFILIATING WITH A MEDICAL COLLEGE OR COLLEGES,
INCLUDING THE STATE UNIVERSITY OF NEW YORK, IN CONJUNCTION WITH THE
CORPORATION'S HEALTH FACILITIES, WHICH AGREEMENTS MAY PROVIDE FOR THE
MANAGEMENT, OPERATION, AND STAFFING OF HEALTH FACILITIES, THE RECON-
STRUCTION, RENOVATION, OR ADDITION TO HEALTH FACILITIES; THE PROVISION
OF NECESSARY FACILITIES, UTILITIES, AND SERVICES; AND SUCH OTHER CONDI-
TIONS OR FEATURES NECESSARY AND PROPER FOR SUCH PURPOSE AND FOR THE
PUBLIC HEALTH AND GENERAL WELFARE;
8. 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, TO PROMULGATE REASONABLE INTERNAL POLICIES FOR
THE CONDUCT OF ALL PERSONS, PHYSICIANS, AND ALLIED HEALTH PRACTITIONERS
WITHIN SUCH FACILITY, AND TO APPOINT AND GRANT PRIVILEGES TO QUALIFIED
AND COMPETENT CLINICAL PRACTITIONERS; AND
9. (A) EXCEPT AS PROVIDED IN THIS SUBDIVISION OR AS EXPRESSLY LIMITED
BY ANY APPLICABLE STATE LAW OR REGULATION, TO EXERCISE AND PERFORM ALL
OR PART OF ITS PURPOSES, POWERS, DUTIES, FUNCTIONS, OR ACTIVITIES
THROUGH ONE OR MORE SUBSIDIARY CORPORATIONS OR COMPANIES 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 TO ENTER INTO AN ARRANGEMENT CALLING FOR AN INITIAL AND
SUBSEQUENT PAYMENT BY SUCH SUBSIDIARY IN CONSIDERATION OF AN INTEREST IN
REVENUES OR OTHER CONTRACTUAL RIGHTS.
(C) NO SUBSIDIARY OF THE CORPORATION SHALL OWN, OPERATE, MANAGE, OR
CONTROL THE EXISTING ACUTE INPATIENT AND OUTPATIENT FACILITIES AND
SERVICES IN OPERATION AS PART OF THE MASSENA MEMORIAL HOSPITAL HEALTH-
CARE NETWORK ON THE EFFECTIVE DATE OF THIS TITLE.
(D) AN ENTITY SHALL BE DEEMED A SUBSIDIARY CORPORATION OR COMPANY
WHENEVER AND SO LONG AS: (I) MORE THAN HALF OF ANY VOTING SHARES OF SUCH
SUBSIDIARY ARE OWNED OR HELD BY THE CORPORATION OR (II) A MAJORITY OF
THE DIRECTORS, TRUSTEES, OR MEMBERS OF SUCH SUBSIDIARY ARE DESIGNEES OF
THE CORPORATION.
A. 10941 14
§ 3357. TRANSFER OF PROPERTY; RELATIONSHIP WITH TOWN; CERTAIN GIFTS,
LOANS AND GUARANTEES BY THE TOWN. 1. (A) THE TOWN MAY GIVE, GRANT, SELL,
CONVEY, LEND, LICENSE THE USE OF, OR LEASE TO THE CORPORATION, AND THE
CORPORATION MAY ACCEPT ANY PROPERTY (EXCEPT MONIES APPROPRIATED BY THE
TOWN AND PAYABLE TO THE CORPORATION PURSUANT TO SUBDIVISION THREE 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 OF THE MASSENA MEMORIAL HOSPITAL HEALTH-
CARE NETWORK TO THE CORPORATION BY AGREEMENT BETWEEN THE TOWN AND THE
CORPORATION AND ANY SUBSEQUENT RENEWAL OR AMENDMENT THEREOF, BY LOCAL
LAW ADOPTED BY A MAJORITY VOTE OF THE MASSENA TOWN COUNCIL, NOTWITH-
STANDING ANY GENERAL, SPECIAL, OR LOCAL LAW, ORDINANCE, RESOLUTION, OR
CHARTER.
(B) ANY SUCH GIFT, GRANT, SALE, CONVEYANCE, LOAN, LICENSE, OR LEASE
SHALL BE UPON SUCH TERMS AND CONDITIONS, FOR SUCH CONSIDERATION, IF ANY,
AND FOR SUCH TERM OR TERMS OF YEARS, SUBJECT TO THE RIGHTS OF THE HOLD-
ERS OF ANY BONDS, AS THE CORPORATION AND THE TOWN MAY AGREE. NO REAL
PROPERTY OF THE TOWN CONSISTING OF ANY HEALTH FACILITY OPERATED ON THE
EFFECTIVE DATE OF THIS TITLE BY THE MASSENA MEMORIAL HOSPITAL HEALTHCARE
NETWORK SHALL BE TRANSFERRED TO THE CORPORATION IN FEE, EXCEPT UNDER
SUCH RESTRICTIONS REGARDING RIGHTS OF FIRST REFUSAL IN FAVOR OF THE TOWN
AND SUBJECT TO A RIGHT OF REVERTER IN THE EVENT THAT THE CORPORATION
SHOULD CEASE TO USE SUCH PROPERTY FOR THE PROVISION OF RESEARCH, EDUCA-
TION, AND HEALTH CARE, OR OTHER RIGHTS, TO REPURCHASE THE PROPERTY AS
THE MASSENA TOWN COUNCIL SHALL APPROVE BY ACT, AND SUBJECT TO A RESTRIC-
TIVE COVENANT PROHIBITING THE CORPORATION FROM PLEDGING OR MORTGAGING
THE FEE INTEREST IN THE PROPERTY. IN THE EVENT THAT THE TOWN GIVES,
GRANTS, SELLS, CONVEYS, LENDS, LICENSES, OR LEASES ANY FACILITIES TO THE
CORPORATION, THE TOWN MAY CONTRACT WITH THE CORPORATION TO LEASE,
BORROW, LICENSE, OPERATE, MAINTAIN, MANAGE, AND PROVIDE SERVICES FOR
SUCH FACILITIES UPON SUCH TERMS AND CONDITIONS AND FOR SUCH TERM OR
TERMS OF YEARS, SUBJECT TO THE RIGHTS OF HOLDERS OF BONDS, AS THE CORPO-
RATION AND THE TOWN MAY AGREE. THE CORPORATION, IN FURTHERANCE OF ANY
PURCHASE, CONVEYANCE, OR LEASE OF ANY PROPERTY OR FACILITY FROM THE
TOWN, MAY ASSUME THE PRIMARY RESPONSIBILITY FOR THE PAYMENT OF THE PRIN-
CIPAL AND INTEREST ON ANY BONDS OR NOTES ISSUED BY THE TOWN FOR SUCH
PROPERTY OR FACILITY.
2. THE TOWN MAY ACQUIRE BY PURCHASE, GRANT, LEASE, GIFT, OR CONDEMNA-
TION, PURSUANT TO THE EMINENT DOMAIN PROCEDURE LAW, REAL PROPERTY IN THE
NAME OF THE TOWN FOR ANY CORPORATE PURPOSE OF THE CORPORATION.
3. IN ADDITION TO ANY OTHER POWERS GRANTED TO IT BY LAW AND CONSISTENT
WITH THE CONSTITUTION AND OTHER PROVISIONS OF LAW, THE TOWN SHALL APPRO-
PRIATE SUMS OF MONEY TO DEFRAY PROJECT COSTS OR ANY OTHER COSTS OR
EXPENSES OF THE CORPORATION, INCLUDING OPERATING EXPENSES.
4. ON THE EFFECTIVE DATE OF THE TRANSFER OF THE FACILITIES AND OPER-
ATIONS OF MASSENA MEMORIAL HOSPITAL HEALTHCARE NETWORK PURSUANT TO AN
AGREEMENT BETWEEN THE CORPORATION AND THE TOWN, THE MASSENA MEMORIAL
HOSPITAL BOARD OF MANAGERS SHALL CEASE TO BE RESPONSIBLE FOR OPERATION
OF THE NETWORK; PROVIDED, HOWEVER, THAT THE TOWN SHALL CONTINUE THE
EXISTENCE OF THE BOARD OF MANAGERS IN THE EVENT THAT THE CONTRACT
BETWEEN THE CORPORATION AND THE TOWN REQUIRES THE OPERATION OF THE
NETWORK TO REVERT TO THE TOWN IN THE EVENT THAT THE CORPORATION SHOULD
CEASE TO USE SUCH PROPERTY FOR THE PROVISION OF HEALTH CARE OR THE
CORPORATION OTHERWISE FAILS TO MEET ITS OBLIGATIONS UNDER ANY AGREEMENT
BETWEEN THE TOWN AND THE CORPORATION.
A. 10941 15
5. THE TOWN SHALL MAINTAIN ITS EFFORTS TO PROVIDE ANNUAL OPERATING
FUNDING TO THE CORPORATION TO PERMIT IT TO SERVE ALL UNINSURED AND
UNDER-INSURED PATIENTS AND PROVIDE QUALITY HEALTH CARE SERVICES. THE
TOWN SHALL MAINTAIN AND PROVIDE AN OPERATING CONTRIBUTION TO THE CORPO-
RATION IN AN ANNUAL AMOUNT THAT IS THE DIFFERENCE BETWEEN THE CORPO-
RATION'S TOTAL REVENUES MINUS TOTAL EXPENSES. FOR PURPOSES OF THIS
SECTION, TOTAL REVENUE AND TOTAL EXPENSES SHALL INCLUDE AMOUNTS ATTRIB-
UTABLE TO THE CORPORATION, ANY SUBSIDIARY OF THE CORPORATION, AND ANY
ENTITY PROVIDING HEALTH CARE SERVICES THERETO. THE MANNER OF CALCULATING
THE TOWN'S ANNUAL MAINTENANCE OF EFFORT OF THE CORPORATION SHALL BE THE
PROCESS FOLLOWED BY THE TOWN IN DETERMINING THE MAINTENANCE OF EFFORT
FOR THE NETWORK. THE TOWN SHALL HAVE THE RIGHT OF AUDIT AT ANY TIME AND
FROM TIME TO TIME TO CONFIRM THE DETAILS OF CORPORATE OPERATIONS. THE
CORPORATION SHALL PROVIDE MONTHLY FINANCIAL REPORTS TO THE TOWN THAT
PROVIDE DETAILS CONCERNING ALL BUSINESS OPERATIONS FOR THE CORPORATION
ON A CONSISTENT BASIS.
6. (A) NOTWITHSTANDING ANY GENERAL, SPECIAL, OR LOCAL LAW OR CHARTER
PROVISIONS TO THE CONTRARY, THE TOWN OF MASSENA SHALL HAVE THE POWER AND
IS HEREBY AUTHORIZED, PURSUANT TO SECTION SEVEN OF ARTICLE SEVENTEEN OF
THE STATE CONSTITUTION, TO LEND ITS MONEY OR CREDIT TO OR IN AID OF THE
CORPORATION 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 TOWN IS HEREBY
AUTHORIZED TO PRESCRIBE SUCH FACILITIES BY LOCAL LAW. 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 TOWN AS TO ITS
CHARGES, PROFITS, DIVIDENDS, AND DISPOSITION OF ITS PROPERTY OR FRAN-
CHISES, WHICH AGREEMENT SHALL BE BINDING AND ENFORCEABLE BY THE TOWN
INSOFAR AS SUCH AGREEMENT REGULATES SUCH CHARGES, PROFITS, DIVIDENDS,
AND DISPOSITION OF PROPERTY. THE TOWN 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 TO THE EXTENT SUCH CHARGES, PROFITS, DIVIDENDS, AND DISPOSITION
OF PROPERTY ARE REGULATED BY THE STATE OR ANY AGENCY THEREOF. THE TOWN
SHALL AUTHORIZE SUCH REGULATORY AGREEMENT BY LOCAL LAW.
(B) IN PURSUANCE OF THE AUTHORITY GRANTED IN THIS TITLE, THE TOWN OF
MASSENA 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 IN THIS TITLE.
SUCH BONDS, NOTES, OR OBLIGATIONS SHALL BE ISSUED FOR THE PURPOSE OF
MAKING LOANS TO THE CORPORATION OR ANY SUBSIDIARY THEREOF, PAYING INTER-
EST ON SUCH BONDS, NOTES, OR OTHER OBLIGATIONS, ESTABLISHMENT OF
RESERVES TO SECURE SUCH NOTES, BONDS, 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 OBLI-
GATIONS SHALL BE ISSUED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF
THIS CHAPTER, THE LOCAL FINANCE LAW, AND APPLICABLE LOCAL LAWS.
(C) ANY GUARANTEE BY THE TOWN MADE PURSUANT TO THE AUTHORITY GRANTED
IN THIS SECTION SHALL BE AUTHORIZED BY ACT OR ACTS OF THE TOWN IN THE
SAME MANNER AS SUCH ACT OR ACTS AUTHORIZING THE ISSUANCE OF BONDS OF THE
TOWN FOR THE PURPOSES FOR WHICH SUCH GUARANTEE IS UNDERTAKEN.
(D) THE TOWN IS ALSO AUTHORIZED TO ENACT LAWS GOVERNING THE CONDITIONS
UNDER WHICH SUCH LOANS, COMMITMENTS, AND GUARANTEES SHALL BE MADE.
A. 10941 16
7. FOR PURPOSES OF SUBDIVISION FOUR OF PARAGRAPH A OF SECTION 25.00 OF
THE LOCAL FINANCE LAW, AMOUNTS TO BE DERIVED BY THE TOWN OF MASSENA 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-N AND SIX-J
OF THE GENERAL MUNICIPAL LAW, WITH THE APPROVAL OF THE MASSENA TOWN
COUNCIL, AMOUNTS DEPOSITED FOR OR ON BEHALF OF THE MASSENA MEMORIAL
HOSPITAL HEALTHCARE NETWORK IN THE LIABILITY AND CASUALTY AND WORKERS'
COMPENSATION RESERVE FUNDS ESTABLISHED BY THE TOWN PURSUANT TO SUCH
SECTIONS OF THE GENERAL MUNICIPAL LAW, AND INVESTMENT EARNINGS THEREOF,
MAY BE WITHDRAWN BY THE TOWN FROM SUCH FUNDS AND TRANSFERRED 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 TO SUCH WITHDRAWAL OR TRANS-
FER, THE CORPORATION HAS AGREED IN WRITING TO INDEMNIFY AND HOLD HARM-
LESS THE TOWN, AND PROVIDE DEFENSE, FOR ALL CLAIMS, CASES, PROCEEDINGS,
ACTIONS, OR OTHER MATTERS AGAINST THE TOWN ARISING OUT OF THE PROPER-
TIES, FACILITIES, OPERATIONS, OR EMPLOYEES OF THE CORPORATION, WHETHER
COMMENCED BEFORE OR AFTER THE DATE OF TRANSFER OF SUCH AMOUNTS, AND TO
PROVIDE SUCH OTHER SECURITY FOR SUCH OBLIGATION AS THE TOWN MAY REASON-
ABLY REQUIRE.
9. THE TOWN SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL OUTSTANDING
BONDED INDEBTEDNESS OF THE MASSENA MEMORIAL HOSPITAL HEALTHCARE NETWORK
THAT WAS ACCUMULATED PRIOR TO THE CREATION OF THE PUBLIC BENEFIT CORPO-
RATION.
§ 3358. 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
CREDIT ENHANCEMENTS, TO THE EXTENT NOW OR HEREAFTER AVAILABLE, IN EACH
A. 10941 17
CASE FOR SECURING ITS BONDS OR TO PROVIDE DIRECT PAYMENT OF ANY COSTS
WHICH THE CORPORATION IS AUTHORIZED TO PAY.
4. (A) BONDS SHALL BE AUTHORIZED BY RESOLUTION OF THE CORPORATION, BE
IN SUCH DENOMINATIONS AND BEAR SUCH DATE OR DATES AND MATURE AT SUCH
TIME OR TIMES, AS SUCH RESOLUTION MAY PROVIDE; PROVIDED THAT BONDS AND
RENEWALS THEREOF SHALL MATURE WITHIN FORTY YEARS FROM THE DATE OF
ORIGINAL ISSUANCE OF ANY SUCH BONDS.
(B) BONDS SHALL BE SUBJECT TO SUCH TERMS OF REDEMPTION, BEAR INTEREST
AT SUCH RATE OR RATES, BE PAYABLE AT SUCH TIMES, BE IN SUCH FORM, EITHER
COUPON OR REGISTERED, CARRY SUCH REGISTRATION PRIVILEGES, BE EXECUTED IN
SUCH MANNER, BE PAYABLE IN SUCH MEDIUM OF PAYMENT AT SUCH PLACE OR PLAC-
ES, AND BE SUBJECT TO SUCH TERMS AND CONDITIONS AS SUCH RESOLUTION MAY
PROVIDE. NOTWITHSTANDING ANY OTHER PROVISION OF LAW, THE BONDS OF THE
CORPORATION ISSUED PURSUANT TO THIS SECTION SHALL BE SOLD TO THE BIDDER
OFFERING THE LOWEST TRUE INTEREST COST, TAKING INTO CONSIDERATION ANY
PREMIUM OR DISCOUNT NOT LESS THAN FOUR NOR MORE THAN FIFTEEN DAYS,
SUNDAYS EXCEPTED, AFTER A NOTICE OF SUCH SALE HAS BEEN PUBLISHED AT
LEAST ONCE IN A NEWSPAPER OF GENERAL CIRCULATION IN THE AREA SERVED BY
THE CORPORATION, WHICH SHALL STATE THE TERMS OF THE SALE. THE TERMS OF
THE SALE MAY NOT CHANGE UNLESS NOTICE OF SUCH CHANGE IS PUBLISHED IN
SUCH NEWSPAPER AT LEAST ONE DAY PRIOR TO THE DATE OF THE SALE AS SET
FORTH IN THE ORIGINAL NOTICE OF SALE. ADVERTISEMENTS SHALL CONTAIN A
PROVISION TO THE EFFECT THAT THE CORPORATION, IN ITS DISCRETION, MAY
REJECT ANY OR ALL BIDS MADE PURSUANT TO SUCH ADVERTISEMENTS, AND, IN THE
EVENT OF SUCH REJECTION, THE CORPORATION IS AUTHORIZED TO NEGOTIATE A
PRIVATE OR PUBLIC SALE OR READVERTISE FOR BIDS IN THE FORM AND MANNER
DESCRIBED IN THIS PARAGRAPH AS MANY TIMES AS, IN ITS JUDGMENT, MAY BE
NECESSARY TO EFFECT SATISFACTORY SALE.
(C) NOTWITHSTANDING THE PROVISIONS OF PARAGRAPH (B) OF THIS SUBDIVI-
SION, WHENEVER IN THE JUDGMENT OF THE CORPORATION THE INTERESTS OF THE
CORPORATION WILL BE SERVED THEREBY, THE DIRECTORS OF THE CORPORATION, ON
THE WRITTEN RECOMMENDATION OF THE CHAIRPERSON, MAY AUTHORIZE THE SALE OF
SUCH BONDS AT PRIVATE OR PUBLIC SALE ON A NEGOTIATED BASIS, OR ON EITHER
A COMPETITIVE OR NEGOTIATED BASIS. THE CORPORATION SHALL SET GUIDELINES
GOVERNING THE TERMS AND CONDITIONS OF ANY SUCH PRIVATE OR PUBLIC SALES.
THE PRIVATE OR PUBLIC BOND SALE GUIDELINES SET BY THE CORPORATION SHALL
INCLUDE, BUT NOT BE LIMITED TO, A REQUIREMENT THAT WHERE THE INTERESTS
OF THE CORPORATION WILL BE SERVED BY A PRIVATE OR PUBLIC SALE OF BONDS,
THE CORPORATION SHALL SELECT UNDERWRITERS FOR EACH PRIVATE OR PUBLIC
BOND SALE CONDUCTED PURSUANT TO A REQUEST FOR PROPOSAL PROCESS UNDERTAK-
EN FROM TIME TO TIME AND CONSIDERATION OF PROPOSALS FROM QUALIFIED
UNDERWRITERS AS DETERMINED BY THE CORPORATION.
(D) THE CORPORATION SHALL HAVE THE POWER, FROM TIME TO TIME, TO AMEND
SUCH PRIVATE BOND SALE GUIDELINES IN ACCORDANCE WITH THE PROVISIONS OF
THIS SUBDIVISION.
(E) IN ADDITION TO THE AUTHORITY TO SELL NOTES AT PRIVATE SALE
CONTAINED IN THIS SECTION, THE CORPORATION MAY SELL ITS NOTES AT A
PRIVATELY NEGOTIATED SALE TO THE TOWN. THE TOWN IS HEREBY AUTHORIZED TO
TEMPORARILY INVEST TOWN FUNDS IN SUCH NOTES; PROVIDED THAT SUCH NOTES
MATURE AT OR BEFORE THE TIME THE TOWN EXPECTS TO EXPEND SUCH FUNDS FOR
THE PURPOSES FOR WHICH SUCH FUNDS WERE RAISED.
(F) NO PRIVATE OR PUBLIC BOND SALE ON A NEGOTIATED BASIS SHALL BE
CONDUCTED BY THE CORPORATION WITHOUT PRIOR APPROVAL OF THE STATE COMP-
TROLLER. THE CORPORATION SHALL ANNUALLY PREPARE AND APPROVE A BOND SALE
REPORT, WHICH SHALL INCLUDE THE PRIVATE OR PUBLIC BOND SALE GUIDELINES
AS SPECIFIED IN THIS SUBDIVISION, AMENDMENTS TO SUCH GUIDELINES SINCE
A. 10941 18
THE LAST PRIVATE OR PUBLIC BOND SALE REPORT, AN EXPLANATION OF THE BOND
SALE GUIDELINES AND AMENDMENTS, AND THE RESULTS OF ANY SALE OF BONDS
CONDUCTED DURING THE FISCAL YEAR. SUCH BOND SALE REPORT MAY BE A PART OF
ANY OTHER ANNUAL REPORT THAT THE CORPORATION IS REQUIRED TO MAKE.
(G) THE CORPORATION SHALL ANNUALLY SUBMIT ITS BOND SALE REPORT TO THE
STATE COMPTROLLER AND COPIES THEREOF TO THE SENATE FINANCE COMMITTEE AND
THE ASSEMBLY WAYS AND MEANS COMMITTEE.
(H) THE CORPORATION SHALL MAKE AVAILABLE TO THE PUBLIC COPIES OF ITS
BOND SALE REPORT UPON REASONABLE REQUEST THEREOF.
(I) NOTHING CONTAINED IN THIS SUBDIVISION SHALL BE DEEMED TO ALTER,
AFFECT THE VALIDITY OF, MODIFY THE TERMS OF, OR IMPAIR ANY CONTRACT OR
AGREEMENT MADE OR ENTERED INTO IN VIOLATION OF, OR WITHOUT COMPLIANCE
WITH, THE PROVISIONS OF THIS SUBDIVISION.
5. ANY RESOLUTION OR RESOLUTIONS AUTHORIZING BONDS OR ANY ISSUE OF
BONDS BY THE CORPORATION MAY CONTAIN PROVISIONS WHICH MAY BE A PART OF
THE CONTRACT WITH THE HOLDERS OF THE BONDS THEREBY AUTHORIZED AS TO:
(A) PLEDGING ALL OR PART OF THE REVENUES, TOGETHER WITH ANY OTHER
MONIES OR PROPERTY OF THE CORPORATION, TO SECURE THE PAYMENT OF THE
BONDS, OR ANY COSTS OF ISSUANCE THEREOF, INCLUDING, BUT NOT LIMITED TO,
ANY CONTRACTS, EARNINGS, OR PROCEEDS OF ANY GRANT TO THE CORPORATION
RECEIVED FROM ANY PRIVATE OR PUBLIC SOURCE, SUBJECT TO SUCH AGREEMENTS
WITH BONDHOLDERS AS MAY THEN EXIST;
(B) THE SETTING ASIDE OF RESERVES AND THE CREATION OF SINKING FUNDS
AND THE REGULATION AND DISPOSITION THEREOF;
(C) LIMITATIONS ON THE PURPOSE TO WHICH THE PROCEEDS FROM THE SALE OF
BONDS MAY BE APPLIED;
(D) THE RATES, RENTS, FEES, AND OTHER CHARGES TO BE FIXED AND
COLLECTED BY THE CORPORATION AND THE AMOUNT TO BE RAISED IN EACH YEAR
AND THE USE AND DISPOSITION OF REVENUES;
(E) LIMITATIONS ON THE RIGHT OF THE CORPORATION TO RESTRICT AND 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 TO ANY SUCH AMENDMENTS OR ABROGATIONS,
AND THE MANNER IN WHICH SUCH CONSENT MAY BE GIVEN;
(H) THE CREATION OF SPECIAL FUNDS INTO WHICH ANY REVENUES OR MONIES
MAY BE DEPOSITED;
(I) THE TERMS AND PROVISIONS OF ANY TRUST, MORTGAGE, DEED, OR INDEN-
TURE SECURING THE BONDS UNDER WHICH THE BONDS MAY BE ISSUED;
(J) VESTING IN A TRUSTEE OR TRUSTEES SUCH PROPERTIES, RIGHTS, POWERS,
AND DUTIES IN TRUST AS THE CORPORATION MAY DETERMINE, WHICH MAY INCLUDE
ANY OR ALL OF THE RIGHTS, POWERS, AND DUTIES OF THE TRUSTEES APPOINTED
BY THE BONDHOLDERS PURSUANT TO THIS TITLE OR LIMITING THE RIGHTS,
DUTIES, AND POWERS OF SUCH TRUSTEE;
(K) DEFINING THE ACTS OR OMISSIONS TO ACT WHICH MAY CONSTITUTE A
DEFAULT IN THE OBLIGATIONS AND DUTIES OF THE CORPORATION TO THE 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;
A. 10941 19
(L) LIMITATIONS ON THE POWER OF THE CORPORATION TO SELL OR OTHERWISE
DISPOSE OF ANY PROJECT OR ANY PART OF SUCH PROJECT OR OTHER PROPERTY;
(M) LIMITATIONS ON THE AMOUNT OF REVENUES AND OTHER MONIES TO BE
EXPENDED ON OPERATING, ADMINISTRATIVE, OR OTHER EXPENSES OF THE 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 OF
SUCH PAYMENTS WITH SUCH SAFEGUARDS AND RESTRICTIONS AS THE CORPORATION
MAY DETERMINE; AND
(O) ANY OTHER MATTERS OF LIKE OR DIFFERENT CHARACTER WHICH IN ANY WAY
AFFECT THE SECURITY OR PROTECTION OF THE BONDS OR THE RIGHTS AND REME-
DIES OF THE BONDHOLDERS.
6. IN ADDITION TO THE POWERS CONFERRED IN THIS TITLE UPON THE CORPO-
RATION TO SECURE ITS BONDS, THE CORPORATION SHALL HAVE THE POWER IN
CONNECTION WITH THE ISSUANCE OF BONDS TO ADOPT RESOLUTIONS AND ENTER
INTO SUCH TRUST INDENTURES, AGREEMENTS, OR OTHER INSTRUMENTS AS THE
CORPORATION MAY DEEM NECESSARY, CONVENIENT, OR DESIRABLE CONCERNING THE
USE OR DISPOSITION OF ITS REVENUES OR OTHER MONIES OR PROPERTY, INCLUD-
ING THE MORTGAGING OF ANY PROPERTY AND THE ENTRUSTING, PLEDGING, OR
CREATION OF ANY OTHER SECURITY INTEREST IN ANY SUCH REVENUES, MONIES, OR
PROPERTY, AND THE DOING OF ANY ACT, INCLUDING REFRAINING FROM THE DOING
OF ANY ACT, WHICH THE CORPORATION WOULD HAVE THE RIGHT TO DO IN THE
ABSENCE OF SUCH RESOLUTIONS, TRUST INDENTURES, AGREEMENTS, OR OTHER
INSTRUMENTS. THE CORPORATION SHALL HAVE POWER TO ENTER INTO AMENDMENTS
OF ANY SUCH RESOLUTIONS, TRUST INDENTURES, AGREEMENTS, OR OTHER INSTRU-
MENTS WITHIN THE POWERS GRANTED TO THE CORPORATION BY THIS TITLE AND TO
PERFORM SUCH RESOLUTIONS, TRUST INDENTURES, AGREEMENTS, OR OTHER INSTRU-
MENTS. THE PROVISIONS OF ANY SUCH RESOLUTIONS, TRUST INDENTURES, AGREE-
MENTS, 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 COLLAT-
ERAL OR FURTHER ACT, AND THE LIEN OF ANY SUCH PLEDGE OR OTHER SECURITY
INTEREST SHALL BE VALID, BINDING, AND PERFECTED AGAINST ALL PARTIES
HAVING CLAIMS OF ANY KIND IN TORT, CONTRACT, OR OTHERWISE AGAINST THE
CORPORATION IRRESPECTIVE OF WHETHER OR NOT SUCH PARTIES HAVE NOTICE OF
SUCH PLEDGE OR SECURITY INTEREST. NO INSTRUMENT BY WHICH SUCH A PLEDGE
OR SECURITY INTEREST IS CREATED NOR ANY FINANCING STATEMENT NEED BE
RECORDED OR FILED.
8. WHETHER OR NOT THE BONDS OF THE CORPORATION ARE OF SUCH FORM AND
CHARACTER AS TO BE NEGOTIABLE INSTRUMENTS UNDER THE TERMS OF THE UNIFORM
COMMERCIAL CODE, THE BONDS ARE HEREBY MADE NEGOTIABLE INSTRUMENTS WITHIN
THE MEANING OF AND FOR ALL THE PURPOSES OF THE UNIFORM COMMERCIAL CODE,
SUBJECT ONLY TO THE PROVISIONS OF THE BONDS FOR REGISTRATION.
9. NEITHER THE DIRECTORS NOR THE NON-VOTING REPRESENTATIVES NOR THE
OFFICERS OF THE CORPORATION NOR ANY PERSON EXECUTING ITS BONDS SHALL BE
LIABLE PERSONALLY ON ITS BONDS OR BE SUBJECT TO ANY PERSONAL LIABILITY
OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF.
10. SUBJECT TO SUCH AGREEMENTS WITH BONDHOLDERS AS MAY THEN EXIST, THE
CORPORATION SHALL HAVE POWER OUT OF ANY FUNDS AVAILABLE THEREFOR TO
PURCHASE BONDS OF THE CORPORATION, IN LIEU OF REDEMPTION, AT A PRICE NOT
EXCEEDING, IF THE BONDS ARE THEN REDEEMABLE, THE REDEMPTION PRICE THEN
A. 10941 20
APPLICABLE PLUS ACCRUED INTEREST TO THE NEXT INTEREST PAYMENT DATE, OR,
IF THE BONDS ARE NOT THEN REDEEMABLE, THE REDEMPTION PRICE APPLICABLE ON
THE FIRST DATE AFTER SUCH PURCHASE UPON WHICH THE BONDS BECOME SUBJECT
TO REDEMPTION PLUS ACCRUED INTEREST TO THE NEXT INTEREST PAYMENT DATE.
BONDS SO PURCHASED SHALL THEREUPON BE CANCELED.
11. THE CORPORATION SHALL HAVE POWER AND IS HEREBY AUTHORIZED TO ISSUE
NEGOTIABLE BOND ANTICIPATION NOTES IN CONFORMITY WITH APPLICABLE
PROVISIONS OF THE UNIFORM COMMERCIAL CODE AND MAY RENEW THE SAME FROM
TIME TO TIME, BUT THE MAXIMUM MATURITY OF ANY SUCH NOTES, INCLUDING
RENEWALS THEREOF, SHALL NOT EXCEED FIVE YEARS FROM THE DATE OF ISSUE OF
SUCH ORIGINAL NOTES.
§ 3359. 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 TWENTY-FIVE PERCENT IN AGGREGATE
PRINCIPAL AMOUNT OF THE BONDS OF SUCH ISSUE THEN OUTSTANDING, BY INSTRU-
MENT OR INSTRUMENTS FILED IN THE OFFICE OF THE CLERK OF THE TOWN 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 PROVIDED
IN THIS TITLE.
2. SUCH TRUSTEE MAY, AND UPON WRITTEN REQUEST OF THE HOLDERS OF TWEN-
TY-FIVE PERCENT IN AGGREGATE PRINCIPAL AMOUNT OF SUCH BONDS OUTSTANDING
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 THE TWENTY-FIVE
PERCENT OF THE AGGREGATE PRINCIPAL AMOUNT OF SUCH BONDS THEN OUTSTAND-
ING, 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 IN THIS TITLE OR INCIDENT TO THE GENERAL
REPRESENTATION OF BONDHOLDERS IN THE ENFORCEMENT AND PROTECTION OF SUCH
BONDHOLDERS' 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 TOWN.
5. BEFORE DECLARING THE PRINCIPAL OF BONDS DUE AND PAYABLE, THE TRUS-
TEE SHALL FIRST GIVE THIRTY DAYS' NOTICE IN WRITING TO THE CORPORATION.
A. 10941 21
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. IN ANY SUIT, ACTION, OR PROCEEDING BY THE TRUSTEE, THE FEES,
COUNSEL FEES, AND EXPENSES OF THE TRUSTEE AND OF THE RECEIVER, IF ANY,
SHALL CONSTITUTE TAXABLE DISBURSEMENTS, AND ALL COSTS AND DISBURSEMENTS,
ALLOWED BY THE COURT SHALL BE A FIRST CHARGE ON ANY REVENUES DERIVED
FROM THE PROPERTIES.
§ 3360. STATE AND TOWN 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 TOWN PURSUANT TO SECTION SEVEN
OF ARTICLE SEVENTEEN OF THE STATE CONSTITUTION AND SECTION THIRTY-THREE
HUNDRED FIFTY-SEVEN OF THIS TITLE, THE TOWN SHALL NOT BE LIABLE ON THE
BONDS OR NOTES OF THE CORPORATION, AND SUCH BONDS OR NOTES SHALL NOT BE
A DEBT OF THE TOWN, AND SUCH BONDS AND NOTES SHALL CONTAIN ON THE FACE
THEREOF A STATEMENT TO SUCH EFFECT OR A STATEMENT DESCRIBING THE TOWN
LIABILITY THEREON, IF ANY.
§ 3361. MONIES OF THE CORPORATION. ALL MONIES OF THE CORPORATION FROM
WHATEVER SOURCE DERIVED SHALL BE PAID TO THE TREASURER OF THE CORPO-
RATION AND SHALL BE DEPOSITED FORTHWITH IN A BANK OR BANKS DESIGNATED BY
THE CORPORATION. THE MONIES IN SUCH ACCOUNTS SHALL BE PAID OUT OR WITH-
DRAWN 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 REQUIREMENTS
OF THE CORPORATION, ALL SUCH MONIES SHALL BE DEPOSITED IN INTEREST BEAR-
ING 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 IN 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 CORPO-
RATION, AND ALL BANKS AND TRUST COMPANIES ARE AUTHORIZED TO GIVE SUCH
SECURITY FOR SUCH DEPOSITS. ANY MONIES OF THE CORPORATION NOT REQUIRED
A. 10941 22
FOR IMMEDIATE USE OR DISBURSEMENT MAY, AT THE DISCRETION OF THE CORPO-
RATION, 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 COMPTROLLER, THE CORPORATION SHALL PRESCRIBE A SYSTEM OF ACCOUNTS.
§ 3362. BONDS; LEGAL INVESTMENTS 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 SAVINGS ASSOCI-
ATIONS, INCLUDING SAVINGS AND LOAN ASSOCIATIONS, BUILDING AND LOAN ASSO-
CIATIONS, 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 HERE-
AFTER 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.
§ 3363. 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 IMPAIR THE RIGHTS AND REMEDIES OF THE HOLDERS OF
BONDS, UNTIL THE BONDS, TOGETHER WITH INTEREST THEREON, INCLUDING INTER-
EST ON ANY UNPAID INSTALLMENTS OF INTEREST, AND ALL COSTS AND EXPENSES
IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR ON BEHALF OF THE HOLD-
ERS 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.
§ 3364. AGREEMENT WITH TOWN. THE TOWN 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 TOWN 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, COLLECT, AND ADJUST RATES, RENTS, FEES, AND OTHER
CHARGES REFERRED TO IN THIS TITLE, TO FULFILL THE TERMS OF ANY AGREE-
MENTS 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,
A. 10941 23
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.
§ 3365. TAX EXEMPTION AND TAX CONTRACT BY THE STATE. 1. IT IS HEREBY
DETERMINED THAT THE CREATION OF THE CORPORATION AND THE CARRYING OUT OF
ITS CORPORATE PURPOSES ARE IN ALL RESPECTS FOR THE BENEFIT OF THE PEOPLE
OF THE STATE OF NEW YORK AND ARE PUBLIC PURPOSES. ACCORDINGLY, THE
CORPORATION SHALL BE REGARDED AS PERFORMING AN ESSENTIAL GOVERNMENTAL
FUNCTION IN THE EXERCISE OF THE POWERS CONFERRED UPON IT BY THIS TITLE,
AND THE CORPORATION SHALL NOT BE REQUIRED TO PAY ANY FEES, TAXES,
SPECIAL AD VALOREM LEVIES, OR ASSESSMENTS OF ANY KIND, EXCEPT AS
PROVIDED PURSUANT TO ANY PUBLIC HEALTH LAW, WHETHER STATE OR LOCAL,
INCLUDING BUT NOT LIMITED TO FEES, TAXES, SPECIAL AD VALOREM LEVIES, OR
ASSESSMENTS ON REAL PROPERTY, FRANCHISE TAXES, SALES TAXES, OR OTHER
TAXES, UPON OR WITH RESPECT TO ANY PROPERTY OWNED BY IT OR UNDER ITS
JURISDICTION, CONTROL, OR SUPERVISION, OR UPON THE USES THEREOF, OR UPON
OR WITH RESPECT TO ITS ACTIVITIES OR OPERATIONS IN FURTHERANCE OF THE
POWERS CONFERRED UPON IT BY THIS TITLE, OR UPON OR WITH RESPECT TO ANY
FARES, TOLLS, RENTALS, RATES, CHARGES, FEES, REVENUES, OR OTHER INCOME
RECEIVED BY THE CORPORATION; PROVIDED, HOWEVER, THAT ANY REAL PROPERTY
OWNED OR ACQUIRED BY THE CORPORATION OUTSIDE OF THE TOWN SHALL BE EXEMPT
FROM REAL PROPERTY TAXES, AD VALOREM LEVIES, OR SPECIAL ASSESSMENTS ONLY
PURSUANT TO AND TO THE EXTENT PROVIDED BY AN AGREEMENT WITH THE GOVERN-
ING BODY OF THE MUNICIPALITY IN WHICH SUCH REAL PROPERTY IS LOCATED; AND
PROVIDED, FURTHER, THAT SUBSIDIARIES OF THE CORPORATION ARE NOT INCLUDED
WITHIN THE FOREGOING EXEMPTION.
2. ANY BONDS ISSUED PURSUANT TO THIS TITLE, TOGETHER WITH THE INCOME
FROM SUCH BONDS, SHALL AT ALL TIMES BE EXEMPT FROM TAXATION.
3. THE STATE HEREBY COVENANTS WITH THE PURCHASERS AND WITH ALL SUBSE-
QUENT HOLDERS AND TRANSFEREES OF BONDS ISSUED BY THE CORPORATION PURSU-
ANT 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 FROM SUCH BONDS, AND ALL REVENUES, MONIES, AND
OTHER PROPERTY PLEDGED TO PAY OR TO SECURE THE PAYMENT OF SUCH BONDS
SHALL AT ALL TIMES BE FREE FROM TAXATION.
4. THE CORPORATION MAY PAY, OR MAY ENTER INTO AGREEMENTS WITH THE TOWN
OR ANY MUNICIPALITY TO PAY, A SUM OR SUMS ANNUALLY OR OTHERWISE OR TO
PROVIDE OTHER CONSIDERATIONS WITH RESPECT TO REAL PROPERTY OWNED BY THE
CORPORATION LOCATED WITHIN THE TOWN OR SUCH MUNICIPALITY.
§ 3366. ACTIONS AGAINST CORPORATION. 1. EXCEPT IN AN ACTION FOR WRONG-
FUL DEATH, NO ACTION OR SPECIAL PROCEEDING SHALL BE PROSECUTED OR MAIN-
TAINED 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 CORPO-
RATION 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; AND
A. 10941 24
(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 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, 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 WHATSOEVER
NATURE SHALL BE BROUGHT IN THE COUNTY.
§ 3367. AUDIT AND ANNUAL REPORTS. 1. IN CONFORMITY WITH THE PROVISIONS
OF SECTION FIVE OF ARTICLE TEN OF THE STATE 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 INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT. THE CORPORATION SHALL ANNUALLY SUBMIT TO
THE MASSENA TOWN COUNCIL, TOWN SUPERVISOR, GOVERNOR, STATE COMPTROLLER,
CHAIRPERSON OF THE SENATE FINANCE COMMITTEE, AND 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 MASSENA TOWN COUNCIL
AND THE TOWN SUPERVISOR.
2. THE CORPORATION SHALL REPORT, ON AN ANNUAL BASIS, THE FOLLOWING
INFORMATION: THE NAME, PRINCIPAL BUSINESS ADDRESS, AND PRINCIPAL BUSI-
NESS 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 PREPARED BY AN
A. 10941 25
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT, ALL IN ACCORDANCE WITH GENERAL-
LY ACCEPTED ACCOUNTING PRINCIPLES APPLICABLE TO 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
GOVERNOR, THE TEMPORARY PRESIDENT OF THE SENATE, AND THE SPEAKER OF THE
ASSEMBLY AND A COPY OF SUCH REPORT SHALL BE FILED WITH THE CLERK OF THE
MASSENA TOWN COUNCIL AND THE TOWN SUPERVISOR.
§ 3368. DEFENSE AND INDEMNIFICATION. THE CORPORATION SHALL NOT EXECUTE
ANY OF ITS POWERS, INCLUDING THE SPECIAL POWERS AUTHORIZED BY SECTION
THIRTY-THREE HUNDRED FIFTY-SIX OF THIS TITLE, EXCEPT AS NECESSARY TO
COMMENCE ITS CORPORATE EXISTENCE, UNTIL IT HAS ELECTED TO MAKE THE
PROVISION 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 TO ANY INDEPENDENT CONTRACTOR.
§ 3369. TRANSFER OF APPLICATIONS, PROCEEDINGS, APPROVALS AND PERMITS.
1. ANY APPLICATION, REVIEW, OR PROCESS IN RELATION TO OR IN FURTHERANCE
OF THE PURPOSES OF OR CONTEMPLATED BY THIS TITLE HERETOFORE FILED OR
UNDERTAKEN, OR ANY PROCEEDING HERETOFORE COMMENCED, OR ANY DETERMI-
NATION, FINDING, OR AWARD MADE, BY THE TOWN OR BY THE TOWN WITH THE
FEDERAL GOVERNMENT, THE DEPARTMENT OF HEALTH, OR ANY OTHER PUBLIC CORPO-
RATION 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, PROCESS, OR PROCEEDING FROM ITS INCEPTION, AND
THE CORPORATION SHALL BE DEEMED A PARTY THERETO, TO THE EXTENT NOT
PROHIBITED BY ANY 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 TOWN TO THE
CORPORATION, UNLESS SUCH ASSIGNMENT AND TRANSFER IS PROHIBITED BY FEDER-
AL 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 OCCUPY-
ING ANY FACILITY TRANSFERRED BY THE TOWN TO THE CORPORATION PURSUANT TO
THIS TITLE.
§ 3370. SEPARABILITY. IF ANY CLAUSE, SENTENCE, PARAGRAPH, SECTION, OR
PART OF THIS TITLE SHALL BE ADJUDGED BY ANY COURT OF COMPETENT JURISDIC-
TION 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.
§ 3371. 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, THAT NOTHING IN THIS SECTION SHALL
REQUIRE THE TOWN OR CORPORATION TO SEEK APPROVAL OR CONSENT FOR ANY
TRANSFER PURSUANT TO SECTIONS THIRTY-THREE HUNDRED FIFTY-SEVEN AND THIR-
TY-THREE HUNDRED SIXTY-NINE OF THIS TITLE.
§ 2. This act shall take effect immediately.
Open Legislation is a forum for New York State legislation. All comments are subject to review and community moderation is encouraged.
Comments deemed off-topic, commercial, campaign-related, self-promotional; or that contain profanity, hate or toxic speech; or that link to sites outside of the nysenate.gov domain are not permitted, and will not be published. Attempts to intimidate and silence contributors or deliberately deceive the public, including excessive or extraneous posting/posts, or coordinated activity, are prohibited and may result in the temporary or permanent banning of the user. Comment moderation is generally performed Monday through Friday. By contributing or voting you agree to the Terms of Participation and verify you are over 13.
Create an account. An account allows you to sign petitions with a single click, officially support or oppose key legislation, and follow issues, committees, and bills that matter to you. When you create an account, you agree to this platform's terms of participation.