Bill Text: NY A10941 | 2017-2018 | General Assembly | Introduced
Bill Title: Creates the Massena Memorial Hospital Corporation and provides for the rights, powers, duties, and jurisdiction of such corporation.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2018-05-29 - referred to corporations, authorities and commissions [A10941 Detail]
Download: New_York-2017-A10941-Introduced.html
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. LBD15713-01-8A. 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.A. 10941 3 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.A. 10941 4 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 noA. 10941 5 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:A. 10941 6 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 thatA. 10941 7 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:A. 10941 8 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.A. 10941 9 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,A. 10941 10 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 ofA. 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 provideA. 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 eachA. 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 sinceA. 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 thenA. 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 requiredA. 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; andA. 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 anA. 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.