STATE OF NEW YORK
________________________________________________________________________
10941
IN ASSEMBLY
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:
1 Section 1. Article 10-C of the public authorities law is amended by
2 adding a new title 1-A to read as follows:
3 TITLE 1-A
4 MASSENA MEMORIAL HOSPITAL CORPORATION
5 Section 3350. Short title.
6 3351. Legislative findings and declarations.
7 3352. Definitions.
8 3353. Massena Memorial Hospital Corporation.
9 3354. Transfer of officers and employees; recognition and
10 continuation of existing bargaining agents and units;
11 layoffs; services.
12 3355. General powers of the corporation.
13 3356. Special powers of the corporation.
14 3357. Transfer of property; relationship with town; certain
15 gifts, loans and guarantees by the town.
16 3358. Bonds or notes of the corporation.
17 3359. Remedies of bondholders.
18 3360. State and town not liable on corporation bonds.
19 3361. Monies of the corporation.
20 3362. Bonds; legal investments for fiduciaries.
21 3363. Agreement with state.
22 3364. Agreement with town.
23 3365. Tax exemption and tax contract by the state.
24 3366. Actions against corporation.
25 3367. Audit and annual reports.
26 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
1 3369. Transfer of applications, proceedings, approvals and
2 permits.
3 3370. Separability.
4 3371. Applicability of laws.
5 § 3350. Short title. This title shall be known and may be cited as the
6 "Massena Memorial Hospital Corporation".
7 § 3351. Legislative findings and declarations. The legislature hereby
8 finds and declares as follows:
9 1. Currently, the Massena Memorial Hospital is a public hospital owned
10 and operated by the town of Massena.
11 2. The Massena Memorial Hospital healthcare network includes a general
12 hospital and several clinics in St. Lawrence county.
13 3. The Massena Memorial Hospital is a tertiary care facility for the
14 town of Massena and St. Lawrence county.
15 4. The Massena Memorial Hospital is the only public hospital in the
16 Massena area with quality pediatric and adolescent care facilities and a
17 neurology department.
18 5. The needs of the residents of the state of New York and of the town
19 of Massena can best be served by the operation of the Massena Memorial
20 Hospital healthcare network through a public benefit corporation having
21 the legal, financial, and managerial flexibility to take full advantage
22 of opportunities and challenges presented by the evolving health care
23 environment.
24 6. In order to accomplish the purposes recited in this section of
25 providing health care services and health facilities for the benefit of
26 the residents of the state of New York and the town of Massena, includ-
27 ing persons in need of health care services without the ability to pay,
28 as required by law, a public benefit corporation to be known as the
29 Massena Memorial Hospital Corporation shall be created to provide such
30 services and facilities and to otherwise carry out such purposes. The
31 creation and operation of the Massena Memorial Hospital Corporation, as
32 provided in this title, is in all respects for the benefit of the people
33 of the state of New York and of the town of Massena and is a state,
34 town, and public purpose. The exercise by such corporation of the func-
35 tions, powers, and duties provided in this title constitutes the
36 performance of an essential public and governmental function.
37 7. In authorizing the Massena Memorial Hospital healthcare network to
38 be operated through a public benefit corporation, it is intended that
39 the hospital continue as a general, municipal hospital available to the
40 residents of the town of Massena, county of St. Lawrence, and northern
41 New York state generally, that the health care services provided by the
42 Massena Memorial Hospital healthcare network's hospital, clinics, and
43 ancillary facilities by dedicated public employees will continue, and
44 that the network's role as a leading provider of services to Medicaid
45 patients will also continue.
46 § 3352. Definitions. As used or referred to in this title, unless a
47 different meaning clearly appears from the context:
48 1. "Board" means the board of directors of the corporation established
49 by section thirty-three hundred fifty-three of this title.
50 2. "Bonds" means the bonds, notes, or other evidences of indebtedness
51 issued by the corporation pursuant to this title, and the provisions of
52 this title relating to bonds and bondholders shall apply with equal
53 force and effect to notes and noteholders, respectively, unless the
54 context otherwise clearly requires.
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1 3. "Corporation" means the public benefit corporation created by
2 section thirty-three hundred fifty-three of this title, known as the
3 Massena Memorial Hospital Corporation.
4 4. "County" means the county of St. Lawrence.
5 5. "Health facility" means a building, structure, or unit, or any
6 improvement to real property, including all necessary and usual attend-
7 ant and related equipment, facilities, or fixtures, or any part or parts
8 thereof, or any combination or combinations thereof, including, but not
9 limited to, a general hospital, psychiatric hospital, ambulatory clinic
10 or center, chronic disease hospital, nursing home, extended-care facili-
11 ty, dispensary, or laboratory, or any other related facility, or any
12 combination of the foregoing, constructed, acquired, or otherwise
13 provided by or for the use of the corporation or the town in providing
14 medical research and health and medical services to the public.
15 6. "Director" means a voting director appointed to the corporation
16 pursuant to section thirty-three hundred fifty-three of this title.
17 7. "Network" shall mean the Massena Memorial Hospital healthcare
18 network.
19 8. "Town" shall mean the town of Massena.
20 § 3353. Massena Memorial Hospital Corporation. 1. (a) There is hereby
21 created a state board to be known as the Massena Memorial Hospital
22 Corporation, which shall be a body corporate and politic constituting a
23 public benefit corporation.
24 (b) The corporation shall be governed by fifteen voting directors, of
25 whom eight directors shall be appointed by the governor and seven direc-
26 tors shall be appointed by the town supervisor of the town of Massena.
27 The governor shall make appointments to the corporation as follows:
28 three directors from a recommendation submitted by the town supervisor
29 of the town of Massena; three directors from a recommendation submitted
30 by the town council; one director, who shall be a resident of the town
31 of Massena, from a recommendation submitted by the temporary president
32 of the senate; and one director, who shall be a resident of the town of
33 Massena, from a recommendation submitted by the speaker of the assembly.
34 The town supervisor of the town of Massena shall make seven appointments
35 to the board with the advice and consent of the town council.
36 The terms of the initial directors appointed by the governor shall be
37 five years for such directors appointed upon recommendation of the
38 temporary president of the senate and the speaker of the assembly. The
39 terms of the initial directors appointed by the governor upon the recom-
40 mendation of the town supervisor of the town of Massena shall be five
41 years for one, four years for one, and three years for one. The terms of
42 the initial directors appointed by the governor upon the recommendation
43 of the town council shall be four years for two and three years for one.
44 The terms of the initial directors appointed by the town supervisor of
45 the town of Massena shall be one year for two of such directors, two
46 years for three of such directors, and three years for two of such
47 directors.
48 (c) Each director shall possess a high degree of experience and know-
49 ledge in relevant fields and a high degree of interest in the corpo-
50 ration. The appointment of any director to the corporation shall be
51 based in part on the objective of ensuring that the corporation includes
52 diverse and beneficial perspectives and experience, including, but not
53 limited to, those of business management, law, finance, medical or other
54 health professionals or both, health sector workers, and the patient or
55 consumer perspective.
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1 2. There shall be four non-voting representatives, who shall include
2 the chief executive officer of the corporation appointed by the voting
3 directors of the board, one selected by the town supervisor of the town
4 of Massena, two selected by the town council. Such representatives shall
5 have all of the rights and powers of the directors other than the right
6 and power to vote, including, but not limited to, the right to equal
7 access to information.
8 3. All directors and non-voting representatives shall continue to hold
9 office until their successors are appointed and qualify. All subsequent
10 appointments made upon the expiration of an initial term shall be for a
11 term of five years, and all appointees shall be eligible for reappoint-
12 ment. Vacancies occurring otherwise than by expiration of term of office
13 shall be filled for the unexpired terms in the manner provided for
14 original appointment. Members of the board may be removed from office by
15 the board for inefficiency, neglect of duty, or misconduct in office
16 after the board has given such member a copy of the charges against him
17 or her and an opportunity to be heard in person or by counsel in his or
18 her defense, upon not less than ten days notice.
19 4. (a) The directors shall, by majority vote, select one of the
20 fifteen directors as the chairperson of the board. The chairperson shall
21 preside over all meetings of the board and shall have such other duties
22 as the directors may provide.
23 (b) The voting directors and non-voting representatives of the corpo-
24 ration shall receive no compensation for their services, but shall be
25 reimbursed for all their actual and necessary expenses incurred in
26 connection with carrying out the purposes of this title.
27 (c) The powers of the corporation shall be vested in and shall be
28 exercised by the board at a meeting duly called and held, where a quorum
29 of eight directors is present. No action shall be taken by the corpo-
30 ration except pursuant to the favorable vote of at least eight directors
31 present at the meeting at which such action is taken.
32 (d) The members of the board or any committee thereof may participate
33 in a meeting of such board or committee by means of a conference tele-
34 phone or similar communications equipment allowing all persons partic-
35 ipating in the meeting to hear each other at the same time; partic-
36 ipation by such means shall constitute presence in person at a meeting.
37 (e) Any action required or permitted to be taken by the board or any
38 committee thereof may be taken without a meeting if all members of the
39 board or the committee consent in writing to the adoption of a resol-
40 ution authorizing the action. The resolution and the written consents
41 thereto by the members of the board or committee shall be filed with the
42 minutes of the proceedings of the board or committee.
43 5. The voting directors shall select and shall determine the salary
44 and benefits of the chief executive officer of the corporation. The
45 directors shall have the authority to discharge the chief executive
46 officer with or without cause; provided, however, that removal without
47 cause shall not prejudice the contract rights, if any, of the chief
48 executive officer.
49 6. Notwithstanding any inconsistent provision of any general, special,
50 or local law, ordinance, resolution, or charter, no officer, member, or
51 employee of the state or of any public corporation shall forfeit his or
52 her office or employment by reason of his or her acceptance of appoint-
53 ment as a director, non-voting representative, officer, or employee of
54 the corporation, nor shall service as such a director, non-voting repre-
55 sentative, officer, or employee be deemed incompatible or in conflict
56 with such office or employment; and provided further, however, that no
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1 public officer elected to his or her office pursuant to the laws of the
2 state or any municipality thereof may serve as a member of the governing
3 body of the corporation during his or her term of office.
4 7. The corporation shall have a chief executive officer, a secretary,
5 a treasurer, and such other officers as the board shall from time to
6 time provide; such officers shall exercise the duties provided by the
7 board or by this title.
8 8. The corporation and its corporate existence shall continue until
9 terminated by law; provided, however, that no such termination shall
10 take effect so long as the corporation shall have bonds or other obli-
11 gations outstanding, unless adequate provision has been made for the
12 payment or satisfaction thereof. Upon termination of the existence of
13 the corporation, all of the rights and properties of the corporation
14 then remaining shall pass to and vest in the town in such manner as is
15 or may be prescribed by law.
16 9. Contracts for works, construction, or purchases to which the corpo-
17 ration is a party shall be subject to the provisions of article five-A
18 of the general municipal law, except as provided in subdivisions ten and
19 eleven of this section. In addition to the procedures prescribed under
20 section one hundred four of the general municipal law for the utiliza-
21 tion of the terms of state contracts, the corporation may utilize the
22 terms of a federal government general services contract where the terms
23 are to the advantage of the corporation and have been offered to the
24 corporation by the contractor. When bids have already been received by
25 the corporation, no purchase under a federal government general services
26 contract shall be made, unless the purchase may be made upon the same
27 terms, conditions, and specifications at a lower price through such
28 contractor.
29 10. It is the intent of the legislature that overall cost shall in all
30 cases be a major criterion in the selection of project developers for
31 award of contracts pursuant to this section and that, whenever practi-
32 cal, such contracts shall be entered into through competitive bidding
33 procedures, as prescribed by sections one hundred one and one hundred
34 three of the general municipal law. It is further the intent of the
35 legislature to acknowledge the highly complex and innovative nature of
36 medical technology and diagnostic and treatment devices, the relative
37 newness of a variety of devices, processes, and procedures now avail-
38 able, the desirability of a single point of responsibility for the
39 development of medical treatment and diagnostic facilities, and the
40 economic and technical utility of contracts for medical projects which
41 include in their scope various combinations of design, construction,
42 operation, management, or maintenance responsibility, or any combination
43 thereof, over prolonged periods of time, and to acknowledge that, in
44 some instances, it may be beneficial to the corporation to award a
45 contract for a medical project on the basis of factors other than cost
46 alone, including, but not limited to, facility design, system reliabil-
47 ity, efficiency, safety, and compatibility with other elements of
48 patient care. Accordingly, and notwithstanding the provisions of any
49 general, special, or local law or charter, a contract for a medical
50 project entered into between the corporation and any project developer
51 pursuant to this section may be awarded pursuant to public bidding in
52 compliance with sections one hundred one and one hundred three of the
53 general municipal law or pursuant to the following provisions for the
54 award of a contract based on an evaluation of proposals submitted in
55 response to a request for proposals prepared by or for the corporation:
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1 (a) The corporation shall require that each proposal to be submitted
2 by a project developer include:
3 (i) information relating to the experience and expertise of the
4 project developer on the basis of which said project developer purports
5 to be qualified to carry out all work required by a proposed contract;
6 the ability of the project developer to secure adequate financing; and
7 proposals for project staffing, implementation of work tasks, and the
8 carrying out of all responsibilities required by a proposed contract;
9 (ii) a proposal clearly identifying and specifying all elements of
10 costs which would become charges to the corporation, in whatever form,
11 in return for the fulfillment by the project developer for the full
12 lifetime of a proposed contract, including, as appropriate, but not
13 limited to, the cost of planning, design, construction, operation,
14 management, or maintenance, or any combination thereof, of any facility,
15 and clearly identifying and specifying all elements of revenue which
16 would accrue to the corporation from the operation of the facility or
17 device or from any other source; provided that the corporation may
18 prescribe the form and content of such proposal and that, in any event,
19 the project developer must submit sufficiently detailed information to
20 permit a fair and equitable evaluation by the corporation of such
21 proposal; and provided, further, that the corporation may set maximum
22 allowable cost limits in any form in the request for proposals; and
23 (iii) such other information as the corporation may determine to have
24 a material bearing on its ability to evaluate any proposal in accordance
25 with this paragraph;
26 (b) Prior to the issuance of a request for proposals pursuant to this
27 subdivision, the corporation shall publish notice of such issuance in at
28 least one newspaper of general circulation. Concurrent with the publica-
29 tion of such notice, a draft request for proposals shall be filed with
30 the county commissioner of health;
31 (c) Proposals received in response to such request for proposals shall
32 be evaluated by the corporation as to net cost or, if a net revenue is
33 projected, net revenue, and in a manner consistent with provisions set
34 forth in the request for proposals, and may be evaluated on the basis of
35 additional factors, including, but not limited to, the technical evalu-
36 ation of the medical project, including medical facility, facility
37 design, system reliability, energy balance, and efficiency. The evalu-
38 ation of such proposals and the determination of whether or not a
39 project developer is "responsible" may include, but shall not be limited
40 to, consideration, in a manner consistent with provisions set forth in
41 the request for proposals, of the record of the project developer in
42 complying with existing labor standards and recognizing state and feder-
43 ally approved apprentice training programs and consideration of the
44 willingness of the project developer to provide for meaningful partic-
45 ipation of minority group persons and business enterprises in the
46 conduct of the work; and
47 (d) The corporation may make a contract award to any responsible
48 project developer based on a determination by the corporation that the
49 selected proposal is most responsive to the request for proposals and
50 may negotiate with any project developer; provided, however, that, if
51 any award is made to any project developer whose total proposal does not
52 provide either the lowest net cost, or, if a net revenue is projected,
53 the greatest net revenue, of any proposal received, the corporation
54 shall adopt a resolution which includes particularized findings relevant
55 to factors pursuant to paragraph (c) of this subdivision indicating that
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1 the corporation's requirements are met by award and that such action is
2 in the public interest.
3 Whenever the corporation enters into a contract pursuant to this
4 section for a medical project which involves construction, the
5 provisions of section two hundred twenty of the labor law shall be
6 applicable to such construction work.
7 11. Every contract entered into between the corporation and a project
8 developer, pursuant to the provisions of paragraph (d) of subdivision
9 ten of this section, for a medical project involving construction of a
10 medical building by the project developer, shall contain provisions that
11 such building shall be constructed through construction contracts
12 awarded through competitive bidding in accordance with paragraphs (a)
13 through (g) of this subdivision; that the project developer or the
14 project developer's construction subcontractor shall furnish a bond
15 guaranteeing prompt payment of moneys that are due to all persons
16 furnishing labor and materials pursuant to the requirements of such
17 construction contracts, and that a copy of such payment bond shall be
18 kept by the corporation and shall be open to public inspection;
19 provided, however, that the requirements of this subdivision shall not
20 apply when the cost of such construction, exclusive of the cost of
21 medical equipment, apparatus, and devices, is less than seventy-five
22 thousand dollars.
23 (a) The project developer shall advertise for bids for such
24 construction contracts in a daily newspaper having general circulation
25 in the town. Such advertisement shall contain a statement of the time
26 and place where all bids received pursuant to such notice will be
27 publicly opened and read. An employee of the corporation shall be desig-
28 nated to open the bids at the time and place specified in the notice.
29 All bids received shall be publicly opened and read at the time and
30 place so specified. At least five days shall elapse between the publica-
31 tion of such advertisement and the date on which the bids are opened.
32 (b) When the entire cost of constructing such building, exclusive of
33 any medical equipment, apparatus, or devices, exceeds seventy-five thou-
34 sand dollars, the project developer shall prepare separate specifica-
35 tions for the following subdivisions of such work, so as to permit sepa-
36 rate and independent bidding upon each subdivision:
37 (i) plumbing and gas fittings;
38 (ii) steam heating, hot water heating, ventilating, and air condition-
39 ing apparatus; and
40 (iii) electric wiring and standard illuminating fixtures.
41 (c) After public competitive bidding, the project developer shall
42 award one or more separate contracts for each of the above subdivisions
43 of such work, whenever separate specifications are required pursuant to
44 paragraph (b) of this subdivision, and one or more contracts for the
45 remainder of such work. The project developer may award such contracts
46 at different times. Contracts awarded pursuant to this paragraph shall
47 be awarded by the project developer to the lowest responsible and
48 responsive bidder and shall be contracts of the project developer and
49 not of the corporation, which shall have no obligation or liabilities,
50 whatsoever, thereunder. The project developer shall have the responsi-
51 bility for the supervision, coordination, and termination of such
52 contracts, unless otherwise specified in contractual terms between the
53 project developer and the corporation.
54 (d) In determining whether or not a prospective contractor is respon-
55 sible and responsive, the project developer may require that prospective
56 contractors:
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1 (i) have adequate financial resources or the ability to obtain such
2 resources;
3 (ii) be able to comply with the required or proposed delivery or
4 performance schedule;
5 (iii) have a satisfactory record of performance;
6 (iv) have the necessary organization, experience, operational
7 controls, and technical skills, or the ability to obtain them;
8 (v) have the necessary production, construction, and technical equip-
9 ment and facilities, or the ability to obtain them; and
10 (vi) be eligible to receive an award under applicable laws and regu-
11 lations and be otherwise qualified.
12 (e) The project developer may reject any bid of a bidder if the
13 project developer determines the bidder to be non-responsible or the bid
14 non-responsive to the advertisement for bids.
15 (f) The project developer may, in its discretion, reject all bids, may
16 revise bid specifications, and may re-advertise for bids as provided in
17 this subdivision for original advertisements.
18 (g) Only as used in this section:
19 (i) "project developer" means any private corporation, partnership,
20 limited liability company, or individual, or combination thereof which
21 has submitted a proposal in response to a request for proposals;
22 (ii) "construction" includes reconstruction, rehabilitation, or
23 improvement, exclusive of the installation and assembly of any medical
24 equipment, apparatus, or device;
25 (iii) "medical building" means that component of a medical project
26 constituting appurtenant structures or facilities necessary to house or
27 render the remaining components of the medical project operational.
28 Medical building does not include apparatus, equipment, devices,
29 systems, supplies, or any combination thereof; and
30 (iv) "medical project" means any substantial durable apparatus, equip-
31 ment, device, or system, or any combination of the foregoing, including
32 services necessary to install, erect, or assemble the foregoing, and any
33 appurtenant structures or facilities necessary to house or render the
34 foregoing operational, to be used for the purpose of care, treatment, or
35 diagnosis of disease or injury or the relief of pain and suffering of
36 sick or injured persons. Medical projects do not include ordinary
37 supplies and equipment expended or utilized in the customary care and
38 treatment of patients.
39 12. (a) For purposes of applying section eighty-seven of the public
40 officers law to the corporation, the term "trade secrets" shall include
41 marketing strategy or strategic marketing plans, analyses, evaluations,
42 and pricing strategies or pricing commitments of the corporation relat-
43 ing to business development, including strategic alliances and contracts
44 for managed care and other network arrangements, capitation contracts,
45 and other similar arrangements relating to business development which,
46 if disclosed, would be likely to injure the competitive position of the
47 corporation.
48 (b) In addition to the matters listed in section one hundred five of
49 the public officers law, the corporation may conduct an executive
50 session for the purpose of considering marketing strategy or strategic
51 marketing plans, analyses, evaluations, and pricing strategies or pric-
52 ing commitments of the corporation relating to business development,
53 including strategic alliances and contracts for managed care and other
54 network arrangements, capitation contracts, and other similar arrange-
55 ments relating to business development which, if disclosed, would be
56 likely to injure the competitive position of the corporation.
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1 13. The town shall provide the corporation with full funding of the
2 network's existing capital program for the years two thousand seventeen,
3 two thousand eighteen, and two thousand nineteen, as authorized in the
4 town's two thousand sixteen capital budget.
5 § 3354. Transfer of officers and employees; recognition and continua-
6 tion of existing bargaining agents and units; layoffs; services. 1. On
7 the effective date of the transfer of the facilities and operations of
8 the Massena Memorial Hospital Corporation healthcare network pursuant to
9 an agreement between the town and the corporation, as authorized in this
10 title, officers and employees employed in the network shall become offi-
11 cers and employees of the corporation with equivalent offices, posi-
12 tions, and employment therewith and shall be deemed public officers or
13 public employees for all purposes.
14 2. The employees of the corporation shall, for all purposes of article
15 fourteen of the civil service law, be deemed to be employees of the town
16 of Massena and shall be employed within the current town of Massena
17 bargaining unit designation. The town office of labor relations shall,
18 for all purposes of article fourteen of the civil service law, act as
19 agent for the corporation and shall, with respect to the corporation,
20 have all the powers and duties provided under article twenty-four of the
21 executive law. Those persons who become employees of the corporation
22 pursuant to subdivision one of this section or who enter into the
23 service of the corporation following the effective date of the transfer
24 shall retain their current bargaining unit designations. The corporation
25 and the town shall recognize the existing certified or recognized
26 employee organizations for town employees as the exclusive collective
27 bargaining representatives for such employees.
28 Titles within collective bargaining units in existence prior to the
29 transfer of operations to the corporation shall remain in those units
30 and shall not be altered by the public employment relations board with-
31 out the consent of the corporation, the town, and the recognized or
32 certified representatives of the negotiating units involved. New titles
33 created after the date of the transfer of operations to the corporation
34 shall be placed in the appropriate unit of town employees consistent
35 with the provisions of article fourteen of the civil service law.
36 3. The corporation shall be bound by all collective bargaining agree-
37 ments between the town of Massena and such collective bargaining repre-
38 sentatives in effect as of the date of transfer of operations to the
39 corporation and any successor agreements between such parties.
40 4. The corporation shall be subject to the civil service law. For the
41 purposes of such law, the following titles, including the proposed
42 comparable corporate titles where applicable, shall, upon the effective
43 date of the transfer described in subdivision one of this section,
44 continue to be classified or designated exempt or
45 managerial/confidential unless, pursuant to the provisions of the civil
46 service law, a lesser or greater number of titles or positions is prop-
47 erly classified or designated exempt or managerial/confidential:
48 Assistant Director Labs, Assistant Director MMS, Assistant Director
49 Neuropathology, Assistant Director Nursing Medicine, Assistant Director
50 Nursing Med. Surgery, Assistant Director Nursing Services, Assistant
51 Director Sp. Cl. Services, Assistant Hospital Administrator, Associate
52 Administrator HLT, Associate Director Medicine, Associate Director of
53 Finance, Associate Director of Pathology, Associate Director Output
54 Services, Chief Executive Officer, Chief Operating Officer, Chief Finan-
55 cial Officer, Chief Orthopedic Surgery, Clinical Director, Coordinator
56 Int. Services, Director Corporate Compliance, Director Nursing Services,
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1 Director of Information Services, Director of Labs, Director of Mental
2 Health Special Services, Director of Nursing Services, Director Pharma-
3 cy, Director Social Work Services, Director Surgical Services, Nurses
4 Facilities Administrator, Secretary Board of Managers, and Secretary to
5 Chief Executive Officer. Employees in existing or new titles that are
6 properly classified or designated as exempt or managerial/confidential
7 shall be considered employees of the corporation.
8 5. Nothing contained in this title shall be construed to affect:
9 (a) the rights of employees pursuant to a collective bargaining agree-
10 ment;
11 (b) the bargaining relationship between the executive branch of the
12 town of Massena and an employee organization; or
13 (c) existing law with respect to an application to the public employ-
14 ment relations board seeking the designation of persons as managerial or
15 confidential.
16 6. There shall be no layoffs of any officers or employees of the
17 Massena Memorial Hospital Corporation which are a direct consequence of
18 the enactment of this title. There shall be a presumption that any
19 layoffs occurring more than twenty-four months after the effective
20 transfer date described in this subdivision shall be deemed not to be
21 such a direct consequence.
22 7. Nothing contained in this section shall be construed to prevent the
23 elimination of any service at any time as a result of the elimination of
24 state or federal assistance, the elimination of available revenue
25 reimbursement, loss of certification or licensure, or loss of financial
26 viability.
27 § 3355. General powers of the corporation. Except as limited by this
28 title, the public health law, the mental hygiene law, the social
29 services law, the education law, the civil practice law and rules, or
30 any other applicable law or regulation, the corporation shall have
31 power:
32 1. To sue and be sued and to participate in actions and proceedings,
33 whether judicial, administrative, or otherwise;
34 2. To have a seal and to alter such seal, and to use it by causing it
35 or a facsimile thereof to be affixed, impressed, or reproduced in any
36 other manner;
37 3. To borrow money and issue bonds for any of its corporate purposes
38 or its projects, or to refund the same, and to provide for the rights of
39 the holders thereof;
40 4. To make and alter by-laws for its organization and management and,
41 subject to agreements with its bondholders, to make and alter rules and
42 regulations governing the exercise of its powers and the fulfillment of
43 its purposes under this title;
44 5. To purchase, receive, take by grant, gift, devise, bequest, or
45 otherwise, lease, or otherwise acquire, own, hold, improve, employ, use,
46 and otherwise deal in and with, real or personal property, or any inter-
47 est therein, wherever situated;
48 6. To purchase, take, receive, subscribe for, or otherwise acquire,
49 own, hold, vote, employ, sell, lend, lease, exchange, transfer, or
50 otherwise dispose of, mortgage, pledge, use, and otherwise deal in and
51 with, bonds and other obligations, shares, or other securities or inter-
52 ests issued by others, whether engaged in similar or different business,
53 governmental, or other activities;
54 7. To accept subventions from other persons or any unit of government;
55 8. To sell, convey, lease, exchange, transfer, or otherwise dispose
56 of, mortgage or pledge, or create a security interest in, all or any of
A. 10941 11
1 its property, or any interest therein, wherever situated, upon such
2 terms and conditions and in such manner as the corporation shall deter-
3 mine;
4 9. To acquire by condemnation pursuant to the provisions of the
5 eminent domain procedure law any real property within the town of Masse-
6 na required by the corporation to carry out the powers granted by this
7 title with the approval of both the Massena town council and the town
8 supervisor;
9 10. To make capital contributions to other not-for-profit corpo-
10 rations;
11 11. To offer participation in the New York state and local employees'
12 retirement system for all its officers and employees and to establish
13 and carry out other retirement plans authorized pursuant to the retire-
14 ment and social security law, which may be offered to all of its offi-
15 cers and employees not participating in the New York state and local
16 employees' retirement system, and to establish and carry out other
17 incentive and benefit plans, trusts, and provisions for any or all of
18 its officers and employees, subject to the applicable provisions of
19 article fourteen of the civil service law;
20 12. To be a promoter, partner, member, associate, or manager of other
21 not-for-profit activities or business enterprises or ventures, or, to
22 the extent permitted in any other jurisdiction, to be an incorporator of
23 other corporations of any type or kind;
24 13. To make contracts, give guarantees, and incur liabilities, borrow
25 money at such rates of interest as the corporation may determine, issue
26 notes, bonds, and other obligations, and secure any of its obligations
27 by mortgage or pledge of all or any of its property or any interest
28 therein, wherever situated;
29 14. To issue bonds for any corporate purpose or project, to refund the
30 same, and to provide for the rights of holders thereof;
31 15. To accept gifts, grants, loans, or contributions of funds or prop-
32 erty or financial or other aid in any form from, and enter into
33 contracts or other transactions with, the federal government, the state,
34 or any public corporation or any other source, and to use any such
35 gifts, grants, loans, or contributions for any of its corporate
36 purposes;
37 16. To grant options to renew any lease with respect to any project or
38 projects and to grant options to buy any project at such price as the
39 corporation may deem desirable;
40 17. To lend money, invest and reinvest its funds, and take and hold
41 real and personal property as security for the payment of funds so lent
42 or invested;
43 18. To designate the depositories of its money;
44 19. To establish its fiscal year;
45 20. To conduct the activities of the corporation, have offices, and
46 exercise the powers granted by this title in any jurisdiction within or
47 without the United States;
48 21. To appoint such officers, employees, and agents as the corporation
49 may require for the performance of its duties and to fix and determine
50 their qualifications, duties, and compensation, subject to the
51 provisions of the civil service law and any applicable collective
52 bargaining agreement, and to retain or employ counsel, auditors, engi-
53 neers, and private consultants on a contract basis or otherwise for
54 rendering professional, management, or technical services and advice;
A. 10941 12
1 22. To use employees, agents, consultants, and facilities of the town,
2 paying the town its agreed proportion of the compensation or costs
3 pursuant to an agreement with the town;
4 23. To make and adopt plans, surveys, and studies necessary, conven-
5 ient, or desirable to the effectuation of the purposes and powers of the
6 corporation and to prepare recommendations in regard thereto;
7 24. Except as limited by state law or regulation, to fix and collect
8 rates, rentals, fees, lease payments, and other charges for the services
9 rendered by it or for the use of the facilities owned, controlled, or
10 administered by or in the exercise of the powers of the corporation;
11 25. To enter upon such lands, waters, or premises as in the judgment
12 of the corporation may be necessary, convenient, or desirable for the
13 purpose of making surveys, soundings, borings, and examinations to
14 accomplish any purpose authorized by this title, the corporation being
15 liable for actual damage done;
16 26. The corporation may covenant and consent that the interest on any
17 of its bonds or notes issued pursuant to this title shall be includable,
18 under the United States Internal Revenue Code of 1986, as amended (the
19 "code") or any subsequent corresponding internal revenue law of the
20 United States, in gross income of the holders of the bonds or notes to
21 the same extent and in the same manner that the interest on bills,
22 bonds, notes, or other obligations of the United States is includable in
23 the gross income of the holders thereof under the code or any such
24 subsequent law;
25 27. To make, adopt, amend, enforce, and repeal rules for its gover-
26 nance and internal management and personnel practices, subject to arti-
27 cle fourteen of the civil service law, where applicable;
28 28. To insure or otherwise to provide for the insurance of the corpo-
29 ration's property or operations and also contract against such other
30 risks as the corporation may deem advisable, including the interest rate
31 risk for obligations it issues bearing interest at a floating or other-
32 wise adjustable rate which prevents the actual rate over the term of the
33 debt from being ascertained at the date of its incurrence, and including
34 the power to make any payments with respect thereto; and
35 29. To do all things necessary, convenient, or desirable, including
36 ancillary and incidental activities, to carry out its purposes and for
37 the exercise of the powers granted in this title.
38 § 3356. Special powers of the corporation. In order to effectuate the
39 purposes of this title, the corporation shall have the following addi-
40 tional powers, except as limited by this title, the public health law,
41 the mental hygiene law, the social services law, the education law, the
42 civil practice law and rules, and any other applicable law or regu-
43 lation:
44 1. To operate, manage, superintend, and control any health facility
45 under its jurisdiction and to repair, maintain, and otherwise keep up
46 any such health facility, and to establish, collect, and adjust fees,
47 rentals, and other charges for the sale, lease, or sublease of any such
48 health facility or real property, subject to the terms and conditions of
49 any contract, lease, sublease, or other agreement with the town;
50 2. To provide health and medical services for the public, directly or
51 by agreement or lease with any person, firm, partnership, limited
52 liability company, or private or public corporation or association
53 through or in the health facilities of the corporation or otherwise, and
54 to make internal policies governing admissions and health and medical
55 services; and to establish, collect, and adjust fees and other charges
56 for the provision of such health and medical services; and to provide
A. 10941 13
1 and maintain training programs for resident physicians, post-graduate
2 clinical fellows, graduate students, other allied health professionals
3 and intern medical services; and to sponsor and conduct research, educa-
4 tional, and training programs;
5 3. To provide uncompensated care to persons in need of health care
6 services without the ability to pay;
7 4. To provide, maintain, and operate a medical transport service;
8 provided, however, that nothing in this section shall prohibit the
9 corporation from adopting a schedule of charges for medical transport;
10 5. To participate in managed care networks, fee-for-service, and other
11 joint and cooperative arrangements for the provision of general compre-
12 hensive and specialty health care services, directly or through contract
13 with other service providers or entities;
14 6. To establish subsidiary corporations or other entities in accord-
15 ance with subdivision nine of this section:
16 (a) to meet the demands of health care delivery changes; and
17 (b) to market, manufacture, or develop products or services developed
18 by the corporation's clinical and research activities;
19 7. To enter into contracts, leases, subleases, and other agreements
20 for the purpose of affiliating with a medical college or colleges,
21 including the state university of New York, in conjunction with the
22 corporation's health facilities, which agreements may provide for the
23 management, operation, and staffing of health facilities, the recon-
24 struction, renovation, or addition to health facilities; the provision
25 of necessary facilities, utilities, and services; and such other condi-
26 tions or features necessary and proper for such purpose and for the
27 public health and general welfare;
28 8. To determine the conditions under which a physician may be extended
29 the privilege of practicing within a health facility under the jurisdic-
30 tion of the corporation, to promulgate reasonable internal policies for
31 the conduct of all persons, physicians, and allied health practitioners
32 within such facility, and to appoint and grant privileges to qualified
33 and competent clinical practitioners; and
34 9. (a) Except as provided in this subdivision or as expressly limited
35 by any applicable state law or regulation, to exercise and perform all
36 or part of its purposes, powers, duties, functions, or activities
37 through one or more subsidiary corporations or companies owned or
38 controlled wholly or in part by the corporation, which shall be formed
39 pursuant to the business corporation law, the limited liability company
40 law, or the not-for-profit corporation law, in each case subject to all
41 the limitations provided in this title.
42 (b) Any such subsidiary may be authorized to act as a general or
43 limited partner in a partnership or as a member of a limited liability
44 company and to enter into an arrangement calling for an initial and
45 subsequent payment by such subsidiary in consideration of an interest in
46 revenues or other contractual rights.
47 (c) No subsidiary of the corporation shall own, operate, manage, or
48 control the existing acute inpatient and outpatient facilities and
49 services in operation as part of the Massena Memorial Hospital health-
50 care network on the effective date of this title.
51 (d) An entity shall be deemed a subsidiary corporation or company
52 whenever and so long as: (i) more than half of any voting shares of such
53 subsidiary are owned or held by the corporation or (ii) a majority of
54 the directors, trustees, or members of such subsidiary are designees of
55 the corporation.
A. 10941 14
1 § 3357. Transfer of property; relationship with town; certain gifts,
2 loans and guarantees by the town. 1. (a) The town may give, grant, sell,
3 convey, lend, license the use of, or lease to the corporation, and the
4 corporation may accept any property (except monies appropriated by the
5 town and payable to the corporation pursuant to subdivision three of
6 this section) which are useful in connection with the exercise by the
7 corporation of any of its powers under this title in order to transfer
8 the facilities and operations of the Massena Memorial Hospital health-
9 care network to the corporation by agreement between the town and the
10 corporation and any subsequent renewal or amendment thereof, by local
11 law adopted by a majority vote of the Massena town council, notwith-
12 standing any general, special, or local law, ordinance, resolution, or
13 charter.
14 (b) Any such gift, grant, sale, conveyance, loan, license, or lease
15 shall be upon such terms and conditions, for such consideration, if any,
16 and for such term or terms of years, subject to the rights of the hold-
17 ers of any bonds, as the corporation and the town may agree. No real
18 property of the town consisting of any health facility operated on the
19 effective date of this title by the Massena Memorial Hospital healthcare
20 network shall be transferred to the corporation in fee, except under
21 such restrictions regarding rights of first refusal in favor of the town
22 and subject to a right of reverter in the event that the corporation
23 should cease to use such property for the provision of research, educa-
24 tion, and health care, or other rights, to repurchase the property as
25 the Massena town council shall approve by act, and subject to a restric-
26 tive covenant prohibiting the corporation from pledging or mortgaging
27 the fee interest in the property. In the event that the town gives,
28 grants, sells, conveys, lends, licenses, or leases any facilities to the
29 corporation, the town may contract with the corporation to lease,
30 borrow, license, operate, maintain, manage, and provide services for
31 such facilities upon such terms and conditions and for such term or
32 terms of years, subject to the rights of holders of bonds, as the corpo-
33 ration and the town may agree. The corporation, in furtherance of any
34 purchase, conveyance, or lease of any property or facility from the
35 town, may assume the primary responsibility for the payment of the prin-
36 cipal and interest on any bonds or notes issued by the town for such
37 property or facility.
38 2. The town may acquire by purchase, grant, lease, gift, or condemna-
39 tion, pursuant to the eminent domain procedure law, real property in the
40 name of the town for any corporate purpose of the corporation.
41 3. In addition to any other powers granted to it by law and consistent
42 with the constitution and other provisions of law, the town shall appro-
43 priate sums of money to defray project costs or any other costs or
44 expenses of the corporation, including operating expenses.
45 4. On the effective date of the transfer of the facilities and oper-
46 ations of Massena Memorial Hospital healthcare network pursuant to an
47 agreement between the corporation and the town, the Massena Memorial
48 Hospital board of managers shall cease to be responsible for operation
49 of the network; provided, however, that the town shall continue the
50 existence of the board of managers in the event that the contract
51 between the corporation and the town requires the operation of the
52 network to revert to the town in the event that the corporation should
53 cease to use such property for the provision of health care or the
54 corporation otherwise fails to meet its obligations under any agreement
55 between the town and the corporation.
A. 10941 15
1 5. The town shall maintain its efforts to provide annual operating
2 funding to the corporation to permit it to serve all uninsured and
3 under-insured patients and provide quality health care services. The
4 town shall maintain and provide an operating contribution to the corpo-
5 ration in an annual amount that is the difference between the corpo-
6 ration's total revenues minus total expenses. For purposes of this
7 section, total revenue and total expenses shall include amounts attrib-
8 utable to the corporation, any subsidiary of the corporation, and any
9 entity providing health care services thereto. The manner of calculating
10 the town's annual maintenance of effort of the corporation shall be the
11 process followed by the town in determining the maintenance of effort
12 for the network. The town shall have the right of audit at any time and
13 from time to time to confirm the details of corporate operations. The
14 corporation shall provide monthly financial reports to the town that
15 provide details concerning all business operations for the corporation
16 on a consistent basis.
17 6. (a) Notwithstanding any general, special, or local law or charter
18 provisions to the contrary, the town of Massena shall have the power and
19 is hereby authorized, pursuant to section seven of article seventeen of
20 the state constitution, to lend its money or credit to or in aid of the
21 corporation or any subsidiary thereof for the purpose of providing
22 health related facilities or hospital facilities for the prevention,
23 diagnosis, or treatment of human disease, pain, injury, disability,
24 deformity, or physical condition, and for facilities incidental or
25 appurtenant thereto, as may be prescribed by law. The town is hereby
26 authorized to prescribe such facilities by local law. The corporation or
27 any such subsidiary thereof, as a condition to any such loan of money or
28 credit, shall enter into a regulatory agreement with the town as to its
29 charges, profits, dividends, and disposition of its property or fran-
30 chises, which agreement shall be binding and enforceable by the town
31 insofar as such agreement regulates such charges, profits, dividends,
32 and disposition of property. The town may elect in such regulatory
33 agreement to refrain from exercising all or any portion of its authority
34 to so regulate such charges, profits, dividends, and disposition of
35 property to the extent such charges, profits, dividends, and disposition
36 of property are regulated by the state or any agency thereof. The town
37 shall authorize such regulatory agreement by local law.
38 (b) In pursuance of the authority granted in this title, the town of
39 Massena shall have the power and is hereby authorized, from time to
40 time, to issue its bonds, notes, or other obligations in such principal
41 amounts as it shall deem necessary, after taking into account other
42 monies which may be available for the purposes set forth in this title.
43 Such bonds, notes, or obligations shall be issued for the purpose of
44 making loans to the corporation or any subsidiary thereof, paying inter-
45 est on such bonds, notes, or other obligations, establishment of
46 reserves to secure such notes, bonds, or other obligations, and paying
47 all other obligations and expenditures incidental to and necessary or
48 convenient for the making of such loans. Such bonds, notes, or obli-
49 gations shall be issued in accordance with the applicable provisions of
50 this chapter, the local finance law, and applicable local laws.
51 (c) Any guarantee by the town made pursuant to the authority granted
52 in this section shall be authorized by act or acts of the town in the
53 same manner as such act or acts authorizing the issuance of bonds of the
54 town for the purposes for which such guarantee is undertaken.
55 (d) The town is also authorized to enact laws governing the conditions
56 under which such loans, commitments, and guarantees shall be made.
A. 10941 16
1 7. For purposes of subdivision four of paragraph a of section 25.00 of
2 the local finance law, amounts to be derived by the town of Massena from
3 the corporation, or any subsidiary thereof, shall be included in the
4 term "other income".
5 8. (a) Notwithstanding the provisions of any other state or local law
6 to the contrary, including, but not limited to, sections six-n and six-j
7 of the general municipal law, with the approval of the Massena town
8 council, amounts deposited for or on behalf of the Massena Memorial
9 Hospital healthcare network in the liability and casualty and workers'
10 compensation reserve funds established by the town pursuant to such
11 sections of the general municipal law, and investment earnings thereof,
12 may be withdrawn by the town from such funds and transferred to the
13 corporation and shall be used by the corporation for the purposes for
14 which such funds were established.
15 (b) No amounts shall be withdrawn and transferred to the corporation
16 pursuant to this subdivision unless, prior to such withdrawal or trans-
17 fer, the corporation has agreed in writing to indemnify and hold harm-
18 less the town, and provide defense, for all claims, cases, proceedings,
19 actions, or other matters against the town arising out of the proper-
20 ties, facilities, operations, or employees of the corporation, whether
21 commenced before or after the date of transfer of such amounts, and to
22 provide such other security for such obligation as the town may reason-
23 ably require.
24 9. The town shall be responsible for the payment of all outstanding
25 bonded indebtedness of the Massena Memorial Hospital healthcare network
26 that was accumulated prior to the creation of the public benefit corpo-
27 ration.
28 § 3358. Bonds or notes of the corporation. 1. The corporation shall
29 have the power and is hereby authorized, from time to time, to issue
30 bonds, notes, or other obligations to pay the cost of any project or for
31 any other corporate purpose, including the establishment of reserves to
32 secure the bonds, the payment of principal of, premium, if any, and
33 interest on the bonds and the payment of incidental expenses in
34 connection therewith. The corporation shall have the power and is hereby
35 authorized to enter into such agreements and perform such acts as may be
36 required under any applicable federal legislation to secure a federal
37 guarantee or other subsidy with respect to any bonds.
38 2. The corporation shall have the power, from time to time, to renew
39 bonds or to issue renewal bonds for such purpose, to issue bonds to pay
40 bonds, and, whenever it deems refunding expedient, to refund any bond by
41 the issuance of new bonds, whether the bonds to be refunded have or have
42 not matured, and may issue bonds, partly to refund bonds then outstand-
43 ing and partly for any other corporate purpose of the corporation. Bonds
44 issued for refunding purposes shall be sold and the proceeds applied to
45 the purchase, redemption, or payment of the bonds or notes to be
46 refunded.
47 3. Bonds issued by the corporation may be general obligations secured
48 by the faith and credit of the corporation or may be special obligations
49 payable solely out of particular revenues or other monies as may be
50 designated in the proceedings of the corporation under which the bonds
51 shall be authorized to be issued, subject as to priority only to any
52 agreements with the holders of outstanding bonds pledging any particular
53 property, revenues or monies. The corporation may also enter into loan
54 agreements, lines of credit, and other security agreements and obtain
55 for or on its behalf letters of credit, insurance, guarantees, or other
56 credit enhancements, to the extent now or hereafter available, in each
A. 10941 17
1 case for securing its bonds or to provide direct payment of any costs
2 which the corporation is authorized to pay.
3 4. (a) Bonds shall be authorized by resolution of the corporation, be
4 in such denominations and bear such date or dates and mature at such
5 time or times, as such resolution may provide; provided that bonds and
6 renewals thereof shall mature within forty years from the date of
7 original issuance of any such bonds.
8 (b) Bonds shall be subject to such terms of redemption, bear interest
9 at such rate or rates, be payable at such times, be in such form, either
10 coupon or registered, carry such registration privileges, be executed in
11 such manner, be payable in such medium of payment at such place or plac-
12 es, and be subject to such terms and conditions as such resolution may
13 provide. Notwithstanding any other provision of law, the bonds of the
14 corporation issued pursuant to this section shall be sold to the bidder
15 offering the lowest true interest cost, taking into consideration any
16 premium or discount not less than four nor more than fifteen days,
17 Sundays excepted, after a notice of such sale has been published at
18 least once in a newspaper of general circulation in the area served by
19 the corporation, which shall state the terms of the sale. The terms of
20 the sale may not change unless notice of such change is published in
21 such newspaper at least one day prior to the date of the sale as set
22 forth in the original notice of sale. Advertisements shall contain a
23 provision to the effect that the corporation, in its discretion, may
24 reject any or all bids made pursuant to such advertisements, and, in the
25 event of such rejection, the corporation is authorized to negotiate a
26 private or public sale or readvertise for bids in the form and manner
27 described in this paragraph as many times as, in its judgment, may be
28 necessary to effect satisfactory sale.
29 (c) Notwithstanding the provisions of paragraph (b) of this subdivi-
30 sion, whenever in the judgment of the corporation the interests of the
31 corporation will be served thereby, the directors of the corporation, on
32 the written recommendation of the chairperson, may authorize the sale of
33 such bonds at private or public sale on a negotiated basis, or on either
34 a competitive or negotiated basis. The corporation shall set guidelines
35 governing the terms and conditions of any such private or public sales.
36 The private or public bond sale guidelines set by the corporation shall
37 include, but not be limited to, a requirement that where the interests
38 of the corporation will be served by a private or public sale of bonds,
39 the corporation shall select underwriters for each private or public
40 bond sale conducted pursuant to a request for proposal process undertak-
41 en from time to time and consideration of proposals from qualified
42 underwriters as determined by the corporation.
43 (d) The corporation shall have the power, from time to time, to amend
44 such private bond sale guidelines in accordance with the provisions of
45 this subdivision.
46 (e) In addition to the authority to sell notes at private sale
47 contained in this section, the corporation may sell its notes at a
48 privately negotiated sale to the town. The town is hereby authorized to
49 temporarily invest town funds in such notes; provided that such notes
50 mature at or before the time the town expects to expend such funds for
51 the purposes for which such funds were raised.
52 (f) No private or public bond sale on a negotiated basis shall be
53 conducted by the corporation without prior approval of the state comp-
54 troller. The corporation shall annually prepare and approve a bond sale
55 report, which shall include the private or public bond sale guidelines
56 as specified in this subdivision, amendments to such guidelines since
A. 10941 18
1 the last private or public bond sale report, an explanation of the bond
2 sale guidelines and amendments, and the results of any sale of bonds
3 conducted during the fiscal year. Such bond sale report may be a part of
4 any other annual report that the corporation is required to make.
5 (g) The corporation shall annually submit its bond sale report to the
6 state comptroller and copies thereof to the senate finance committee and
7 the assembly ways and means committee.
8 (h) The corporation shall make available to the public copies of its
9 bond sale report upon reasonable request thereof.
10 (i) Nothing contained in this subdivision shall be deemed to alter,
11 affect the validity of, modify the terms of, or impair any contract or
12 agreement made or entered into in violation of, or without compliance
13 with, the provisions of this subdivision.
14 5. Any resolution or resolutions authorizing bonds or any issue of
15 bonds by the corporation may contain provisions which may be a part of
16 the contract with the holders of the bonds thereby authorized as to:
17 (a) pledging all or part of the revenues, together with any other
18 monies or property of the corporation, to secure the payment of the
19 bonds, or any costs of issuance thereof, including, but not limited to,
20 any contracts, earnings, or proceeds of any grant to the corporation
21 received from any private or public source, subject to such agreements
22 with bondholders as may then exist;
23 (b) the setting aside of reserves and the creation of sinking funds
24 and the regulation and disposition thereof;
25 (c) limitations on the purpose to which the proceeds from the sale of
26 bonds may be applied;
27 (d) the rates, rents, fees, and other charges to be fixed and
28 collected by the corporation and the amount to be raised in each year
29 and the use and disposition of revenues;
30 (e) limitations on the right of the corporation to restrict and regu-
31 late the use of the project or part thereof in connection with which
32 bonds are issued;
33 (f) limitations on the issuance of additional bonds, the terms upon
34 which additional bonds may be issued and secured, and the refunding of
35 outstanding or other bonds;
36 (g) the procedure, if any, by which the terms of any contract with
37 bondholders may be amended or abrogated, including the proportion of
38 bondholders which must consent to any such amendments or abrogations,
39 and the manner in which such consent may be given;
40 (h) the creation of special funds into which any revenues or monies
41 may be deposited;
42 (i) the terms and provisions of any trust, mortgage, deed, or inden-
43 ture securing the bonds under which the bonds may be issued;
44 (j) vesting in a trustee or trustees such properties, rights, powers,
45 and duties in trust as the corporation may determine, which may include
46 any or all of the rights, powers, and duties of the trustees appointed
47 by the bondholders pursuant to this title or limiting the rights,
48 duties, and powers of such trustee;
49 (k) defining the acts or omissions to act which may constitute a
50 default in the obligations and duties of the corporation to the bond-
51 holders and providing for the rights and remedies of the bondholders in
52 the event of such default, including, as a matter of right, appointment
53 of a receiver; provided, however, that such rights and remedies shall
54 not be inconsistent with the general laws of the state and other
55 provisions of this title;
A. 10941 19
1 (l) limitations on the power of the corporation to sell or otherwise
2 dispose of any project or any part of such project or other property;
3 (m) limitations on the amount of revenues and other monies to be
4 expended on operating, administrative, or other expenses of the corpo-
5 ration;
6 (n) the payment of the proceeds of bonds, revenues, and other monies
7 to a trustee or other depository, and for the method of disbursement of
8 such payments with such safeguards and restrictions as the corporation
9 may determine; and
10 (o) any other matters of like or different character which in any way
11 affect the security or protection of the bonds or the rights and reme-
12 dies of the bondholders.
13 6. In addition to the powers conferred in this title upon the corpo-
14 ration to secure its bonds, the corporation shall have the power in
15 connection with the issuance of bonds to adopt resolutions and enter
16 into such trust indentures, agreements, or other instruments as the
17 corporation may deem necessary, convenient, or desirable concerning the
18 use or disposition of its revenues or other monies or property, includ-
19 ing the mortgaging of any property and the entrusting, pledging, or
20 creation of any other security interest in any such revenues, monies, or
21 property, and the doing of any act, including refraining from the doing
22 of any act, which the corporation would have the right to do in the
23 absence of such resolutions, trust indentures, agreements, or other
24 instruments. The corporation shall have power to enter into amendments
25 of any such resolutions, trust indentures, agreements, or other instru-
26 ments within the powers granted to the corporation by this title and to
27 perform such resolutions, trust indentures, agreements, or other instru-
28 ments. The provisions of any such resolutions, trust indentures, agree-
29 ments, or other instruments may be made a part of the contract with the
30 holders of bonds of the corporation.
31 7. Any provision of the uniform commercial code to the contrary
32 notwithstanding, any pledge of or other security interest in revenues,
33 monies, accounts, contract rights, general intangibles, or other
34 personal property made or created by the corporation shall be valid,
35 binding, and perfected from the time when such pledge is made or other
36 security interest attaches, without any physical delivery of the collat-
37 eral or further act, and the lien of any such pledge or other security
38 interest shall be valid, binding, and perfected against all parties
39 having claims of any kind in tort, contract, or otherwise against the
40 corporation irrespective of whether or not such parties have notice of
41 such pledge or security interest. No instrument by which such a pledge
42 or security interest is created nor any financing statement need be
43 recorded or filed.
44 8. Whether or not the bonds of the corporation are of such form and
45 character as to be negotiable instruments under the terms of the uniform
46 commercial code, the bonds are hereby made negotiable instruments within
47 the meaning of and for all the purposes of the uniform commercial code,
48 subject only to the provisions of the bonds for registration.
49 9. Neither the directors nor the non-voting representatives nor the
50 officers of the corporation nor any person executing its bonds shall be
51 liable personally on its bonds or be subject to any personal liability
52 or accountability by reason of the issuance thereof.
53 10. Subject to such agreements with bondholders as may then exist, the
54 corporation shall have power out of any funds available therefor to
55 purchase bonds of the corporation, in lieu of redemption, at a price not
56 exceeding, if the bonds are then redeemable, the redemption price then
A. 10941 20
1 applicable plus accrued interest to the next interest payment date, or,
2 if the bonds are not then redeemable, the redemption price applicable on
3 the first date after such purchase upon which the bonds become subject
4 to redemption plus accrued interest to the next interest payment date.
5 Bonds so purchased shall thereupon be canceled.
6 11. The corporation shall have power and is hereby authorized to issue
7 negotiable bond anticipation notes in conformity with applicable
8 provisions of the uniform commercial code and may renew the same from
9 time to time, but the maximum maturity of any such notes, including
10 renewals thereof, shall not exceed five years from the date of issue of
11 such original notes.
12 § 3359. Remedies of bondholders. Subject to any resolution or resol-
13 utions adopted pursuant to this title:
14 1. In the event that the corporation shall default in the payment of
15 principal of or interest on any issue of bonds after the same shall
16 become due, whether at maturity or upon call for redemption, and such
17 default shall continue for a period of thirty days, or in the event that
18 the corporation shall fail or refuse to comply with the provisions of
19 this title or shall default in any agreement made with the holders of
20 any issue of bonds, the holders of twenty-five percent in aggregate
21 principal amount of the bonds of such issue then outstanding, by instru-
22 ment or instruments filed in the office of the clerk of the town in
23 which the principal office of the corporation is located and proved or
24 acknowledged in the same manner as a deed to be recorded, may appoint a
25 trustee to represent the holders of such bonds for the purpose provided
26 in this title.
27 2. Such trustee may, and upon written request of the holders of twen-
28 ty-five percent in aggregate principal amount of such bonds outstanding
29 shall, in its own name:
30 (a) by action or proceeding in accordance with the civil practice law
31 and rules, enforce all rights of the bondholders, including the right to
32 require the corporation to collect rents, rates, fees, and charges
33 adequate to carry out any agreement as to, or pledge of, such rents,
34 rates, fees, and charges and to require the corporation to carry out any
35 other agreements with the holders of such bonds to perform its duties
36 under this title;
37 (b) bring an action or proceeding upon such bonds;
38 (c) by action or proceeding, require the corporation to account as if
39 it were the trustee of an express trust for the holders of such bonds;
40 (d) by action or proceeding, enjoin any acts or things which may be
41 unlawful or in violation of the rights of the holders of such bonds; and
42 (e) declare all such bonds due and payable, and if all defaults shall
43 be made good, then with the consent of the holders of the twenty-five
44 percent of the aggregate principal amount of such bonds then outstand-
45 ing, to annul such declaration and its consequences.
46 3. Such trustee shall, in addition to the foregoing, have and possess
47 all of the powers necessary or appropriate for the exercise of any func-
48 tions specifically set forth in this title or incident to the general
49 representation of bondholders in the enforcement and protection of such
50 bondholders' rights.
51 4. The supreme court shall have jurisdiction of any action or proceed-
52 ing by the trustee on behalf of such bondholders. The venue of any such
53 action or proceeding shall be laid in the town.
54 5. Before declaring the principal of bonds due and payable, the trus-
55 tee shall first give thirty days' notice in writing to the corporation.
A. 10941 21
1 6. Any such trustee, whether or not the issue of bonds represented by
2 such trustee has been declared due and payable, shall be entitled, as of
3 right, to the appointment of any receiver of any part or parts of the
4 project, the revenues of which are pledged for the security of the bonds
5 of such issue, and such receiver may enter and take possession of such
6 part or parts of the project and, subject to any pledge or agreement
7 with the holders of such bonds, shall take possession of all monies and
8 other property derived from such part or parts of the project and
9 proceed with any construction thereon or the acquisition of any proper-
10 ty, real or personal, in connection therewith that the corporation is
11 under obligation to do, and to operate, maintain, and reconstruct such
12 part or parts of the project and collect and receive all revenues there-
13 after arising therefrom, subject to any pledge or agreement with bond-
14 holders relating thereto, and perform the public duties and carry out
15 the agreements and obligations of the corporation under the direction of
16 the court. In any suit, action, or proceeding by the trustee, the fees,
17 counsel fees, and expenses of the trustee and of the receiver, if any,
18 shall constitute taxable disbursements, and all costs and disbursements,
19 allowed by the court shall be a first charge on any revenues derived
20 from the properties.
21 § 3360. State and town not liable on corporation bonds. 1. The state
22 shall not be liable on the bonds or notes of the corporation, and such
23 bonds or notes shall not be a debt of the state, and such bonds and
24 notes shall contain on the face thereof a statement to such effect.
25 2. Except as may be authorized by the town pursuant to section seven
26 of article seventeen of the state constitution and section thirty-three
27 hundred fifty-seven of this title, the town shall not be liable on the
28 bonds or notes of the corporation, and such bonds or notes shall not be
29 a debt of the town, and such bonds and notes shall contain on the face
30 thereof a statement to such effect or a statement describing the town
31 liability thereon, if any.
32 § 3361. Monies of the corporation. All monies of the corporation from
33 whatever source derived shall be paid to the treasurer of the corpo-
34 ration and shall be deposited forthwith in a bank or banks designated by
35 the corporation. The monies in such accounts shall be paid out or with-
36 drawn on the order of such person or persons as the corporation may
37 authorize to make such requisitions. All deposits of such monies shall
38 be secured by obligations of the United States or of the state or of any
39 municipality of a market value equal at all times to the amount on
40 deposit, and all banks and trust companies are authorized to give such
41 security for such deposits. Alternatively, monies of the corporation may
42 be deposited in money market funds rated in the highest short term or
43 long term rating category by at least one nationally recognized rating
44 agency. To the extent practicable, consistent with the cash requirements
45 of the corporation, all such monies shall be deposited in interest bear-
46 ing accounts. The corporation shall have power, notwithstanding the
47 provisions of this section, to contract with the holders of any bonds as
48 to the custody, collection, security, investment, and payment of any
49 monies of the corporation or any monies held in trust or otherwise for
50 the payment of bonds or in any way to secure bonds, and carry out any
51 such contract notwithstanding that such contract may be inconsistent
52 with the provisions of this section. Monies held in trust or otherwise
53 for the payment of bonds or in any way to secure bonds and deposits of
54 such monies may be secured in the same manner as monies of the corpo-
55 ration, and all banks and trust companies are authorized to give such
56 security for such deposits. Any monies of the corporation not required
A. 10941 22
1 for immediate use or disbursement may, at the discretion of the corpo-
2 ration, be invested in accordance with guidelines established by the
3 corporation's board and amended from time to time. Subject to the
4 provisions of any contract with bondholders and with the approval of the
5 state comptroller, the corporation shall prescribe a system of accounts.
6 § 3362. Bonds; legal investments for fiduciaries. The bonds of the
7 corporation are hereby made securities in which all public officers and
8 bodies of the state and all municipalities, all insurance companies and
9 associations and other persons carrying on an insurance business, all
10 banks, bankers, trust companies, savings banks, and savings associ-
11 ations, including savings and loan associations, building and loan asso-
12 ciations, investment companies, and other persons carrying on a banking
13 business, and administrators, guardians, executors, trustees, and other
14 fiduciaries, and all other persons whatsoever, who are now or may here-
15 after be authorized to invest in bonds or other obligations of the
16 state, may properly and legally invest funds, including capital in their
17 control or belonging to them. The bonds are also hereby made securities
18 which may be deposited with and may be received by all public officers
19 and bodies of the state and all municipalities for any purposes for
20 which the deposit of bonds or other obligations of this state is now or
21 hereafter may be authorized.
22 § 3363. Agreement with state. The state does hereby pledge to and
23 agree with the holders of any bonds issued by the corporation pursuant
24 to this title and with those persons or public corporations who may
25 enter into contracts with the corporation pursuant to the provisions of
26 this title that the state will not alter, limit, or impair the rights
27 hereby vested in the corporation to purchase, construct, own and oper-
28 ate, maintain, repair, improve, reconstruct, renovate, rehabilitate,
29 enlarge, increase and extend, or dispose of any project, or any part or
30 parts thereof, for which bonds of the corporation shall have been
31 issued, to establish and collect rates, rents, fees, and other charges
32 referred to in this title, to fulfill the terms of any contracts or
33 agreements made with or for the benefit of the holders of bonds or with
34 any person or public corporation with reference to such project or part
35 thereof, or in any way impair the rights and remedies of the holders of
36 bonds, until the bonds, together with interest thereon, including inter-
37 est on any unpaid installments of interest, and all costs and expenses
38 in connection with any action or proceeding by or on behalf of the hold-
39 ers of bonds, are fully met and discharged and such contracts are fully
40 performed on the part of the corporation. The corporation is authorized
41 to include this pledge and agreement of the state in any agreement with
42 the holders of bonds.
43 § 3364. Agreement with town. The town is authorized to pledge to and
44 agree with the holders of any bonds issued by the corporation pursuant
45 to this title and with those persons or public corporations who may
46 enter into contracts with the corporation pursuant to the provisions of
47 this title that the town will not alter, limit, or impair the rights
48 hereby vested in the corporation to purchase, construct, own and oper-
49 ate, maintain, repair, improve, reconstruct, renovate, rehabilitate,
50 enlarge, increase and extend, or dispose of any project, or any part or
51 parts thereof, for which bonds of the corporation shall have been
52 issued, to establish, collect, and adjust rates, rents, fees, and other
53 charges referred to in this title, to fulfill the terms of any agree-
54 ments made with the holders of the bonds or with any public corporation
55 or person with reference to such project or part thereof, or in any way
56 impair the rights and remedies of the holders of bonds, until the bonds,
A. 10941 23
1 together with interest thereon, including interest on any unpaid
2 installments of interest, and all costs and expenses in connection with
3 any action or proceeding by or on behalf of the holders of bonds, are
4 fully met and discharged and such contracts are fully performed on the
5 part of the corporation.
6 § 3365. Tax exemption and tax contract by the state. 1. It is hereby
7 determined that the creation of the corporation and the carrying out of
8 its corporate purposes are in all respects for the benefit of the people
9 of the state of New York and are public purposes. Accordingly, the
10 corporation shall be regarded as performing an essential governmental
11 function in the exercise of the powers conferred upon it by this title,
12 and the corporation shall not be required to pay any fees, taxes,
13 special ad valorem levies, or assessments of any kind, except as
14 provided pursuant to any public health law, whether state or local,
15 including but not limited to fees, taxes, special ad valorem levies, or
16 assessments on real property, franchise taxes, sales taxes, or other
17 taxes, upon or with respect to any property owned by it or under its
18 jurisdiction, control, or supervision, or upon the uses thereof, or upon
19 or with respect to its activities or operations in furtherance of the
20 powers conferred upon it by this title, or upon or with respect to any
21 fares, tolls, rentals, rates, charges, fees, revenues, or other income
22 received by the corporation; provided, however, that any real property
23 owned or acquired by the corporation outside of the town shall be exempt
24 from real property taxes, ad valorem levies, or special assessments only
25 pursuant to and to the extent provided by an agreement with the govern-
26 ing body of the municipality in which such real property is located; and
27 provided, further, that subsidiaries of the corporation are not included
28 within the foregoing exemption.
29 2. Any bonds issued pursuant to this title, together with the income
30 from such bonds, shall at all times be exempt from taxation.
31 3. The state hereby covenants with the purchasers and with all subse-
32 quent holders and transferees of bonds issued by the corporation pursu-
33 ant to this title, in consideration of the acceptance of and payment for
34 the bonds, that the bonds of the corporation issued pursuant to this
35 title and the income from such bonds, and all revenues, monies, and
36 other property pledged to pay or to secure the payment of such bonds
37 shall at all times be free from taxation.
38 4. The corporation may pay, or may enter into agreements with the town
39 or any municipality to pay, a sum or sums annually or otherwise or to
40 provide other considerations with respect to real property owned by the
41 corporation located within the town or such municipality.
42 § 3366. Actions against corporation. 1. Except in an action for wrong-
43 ful death, no action or special proceeding shall be prosecuted or main-
44 tained against the corporation, its members, officers, or employees for
45 personal injury or damage to real or personal property alleged to have
46 been sustained by reason of the negligence, tort, or wrongful act of the
47 corporation or of any member, officer, agent, or employee thereof,
48 unless:
49 (a) notice of claim shall have been made and served upon the corpo-
50 ration within the time limit set by and in compliance with section
51 fifty-e of the general municipal law;
52 (b) it shall appear by and as an allegation in the complaint or moving
53 papers that at least thirty days have elapsed since the service of such
54 notice and that adjustment or payment thereof has been neglected or
55 refused; and
A. 10941 24
1 (c) the action or special proceeding shall be commenced within one
2 year and ninety days after the happening of the event upon which the
3 claim is based; and
4 (d) an action against the corporation for wrongful death shall be
5 commenced in accordance with notice of claim and time limitation
6 provisions of title eleven of article nine of this chapter.
7 2. Whenever a notice of claim is served upon the corporation, it shall
8 have the right to demand an examination of the claimant relative to the
9 occurrence and extent of the injuries or damages for which claim is
10 made, in accordance with the provisions of section fifty-h of the gener-
11 al municipal law.
12 3. The corporation may require any person presenting for settlement an
13 account or claim for any cause whatsoever against the corporation to be
14 sworn before a director, counsel, attorney, officer, or employee of the
15 corporation designated for such purpose, concerning such account or
16 claim and, when so sworn, to answer orally as to any facts relative to
17 such account or claim. The corporation shall have power to settle or
18 adjust all claims in favor of or against the corporation.
19 4. Any action or proceeding to which the corporation or the people of
20 the state may be parties, in which any question arises as to the validi-
21 ty of this title, shall be preferred over all other civil causes of
22 action or cases, except election causes of action or cases, in all
23 courts of the state and shall be heard and determined in preference to
24 all other civil business pending therein, except election causes, irre-
25 spective of position on the calendar. The same preference shall be
26 granted upon application of the corporation or its counsel in any action
27 or proceeding questioning the validity of this title in which the corpo-
28 ration may be allowed to intervene. The venue of any such action or
29 proceeding shall be laid in the supreme court of the county.
30 5. The rate of interest to be paid by the corporation upon any judg-
31 ment for which it is liable, other than a judgment on its bonds, shall
32 be the rate prescribed by section five thousand four of the civil prac-
33 tice law and rules. Interest on payments of principal or interest on any
34 bonds in default shall accrue at the rate borne by such bonds from the
35 due date thereof until paid or otherwise satisfied.
36 6. All actions or proceedings against the corporation of whatsoever
37 nature shall be brought in the county.
38 § 3367. Audit and annual reports. 1. In conformity with the provisions
39 of section five of article ten of the state constitution, the accounts
40 of the corporation shall be subject to the supervision of the state
41 comptroller, and an annual audit shall be performed by an independent
42 certified public accountant. The corporation shall annually submit to
43 the Massena town council, town supervisor, governor, state comptroller,
44 chairperson of the senate finance committee, and chairperson of the
45 assembly ways and means committee a detailed report pursuant to the
46 provisions of section twenty-eight hundred of this chapter, and a copy
47 of such report shall be filed with the clerk of the Massena town council
48 and the town supervisor.
49 2. The corporation shall report, on an annual basis, the following
50 information: the name, principal business address, and principal busi-
51 ness activities of each subsidiary of the corporation; the name of all
52 board members and officers of each subsidiary; the number of employees
53 of each subsidiary; a list of all contracts in excess of one hundred
54 thousand dollars entered into by the corporation and its subsidiaries,
55 identifying the amount, purpose, and duration of such contract; and a
56 financial statement, income statement, and balance sheet prepared by an
A. 10941 25
1 independent certified public accountant, all in accordance with general-
2 ly accepted accounting principles applicable to the corporation and each
3 of its subsidiaries. At the time the reports required by subdivision one
4 of this section are submitted, such reports shall be provided to the
5 governor, the temporary president of the senate, and the speaker of the
6 assembly and a copy of such report shall be filed with the clerk of the
7 Massena town council and the town supervisor.
8 § 3368. Defense and indemnification. The corporation shall not execute
9 any of its powers, including the special powers authorized by section
10 thirty-three hundred fifty-six of this title, except as necessary to
11 commence its corporate existence, until it has elected to make the
12 provision of section eighteen of the public officers law applicable to
13 its employees (as such term is defined in section eighteen of the public
14 officers law) pursuant to subdivision two of such section; provided,
15 however, that nothing contained within this section shall be deemed to
16 permit the corporation to extend the provisions of section eighteen of
17 the public officers law to any independent contractor.
18 § 3369. Transfer of applications, proceedings, approvals and permits.
19 1. Any application, review, or process in relation to or in furtherance
20 of the purposes of or contemplated by this title heretofore filed or
21 undertaken, or any proceeding heretofore commenced, or any determi-
22 nation, finding, or award made, by the town or by the town with the
23 federal government, the department of health, or any other public corpo-
24 ration shall inure to and for the benefit of the corporation to the same
25 extent and in the same manner as if the corporation has been a party to
26 such application, review, process, or proceeding from its inception, and
27 the corporation shall be deemed a party thereto, to the extent not
28 prohibited by any federal law. Any license, approval, permit, determi-
29 nation, finding, award, or decision heretofore or hereafter issued or
30 granted pursuant to or as a result of any such application, review,
31 process, or proceeding shall inure to the benefit of and be binding upon
32 the corporation and shall be assigned and transferred by the town to the
33 corporation, unless such assignment and transfer is prohibited by feder-
34 al law.
35 2. All such applications, proceedings, licenses, approvals, permits,
36 determinations, findings, awards, and decisions shall further inure to
37 and for the benefit of and be binding upon any person leasing, acquir-
38 ing, financing, constructing, maintaining, operating, using, or occupy-
39 ing any facility transferred by the town to the corporation pursuant to
40 this title.
41 § 3370. Separability. If any clause, sentence, paragraph, section, or
42 part of this title shall be adjudged by any court of competent jurisdic-
43 tion to be invalid, such judgment shall not affect, impair, or invali-
44 date the remainder thereof, but shall be confined in its operation to
45 the clause, sentence, paragraph, section, or part thereof involved in
46 the controversy in which such judgment shall have been rendered.
47 § 3371. Applicability of laws. The provisions of this title shall be
48 subject to the provisions of the civil practice law and rules, the
49 public health law, the mental hygiene law, the social services law, the
50 education law, and any other applicable law or regulation, including any
51 amendment thereto; provided, however, that nothing in this section shall
52 require the town or corporation to seek approval or consent for any
53 transfer pursuant to sections thirty-three hundred fifty-seven and thir-
54 ty-three hundred sixty-nine of this title.
55 § 2. This act shall take effect immediately.
