Jo & Wo Realty Corp. v. City of New York

OPINION OF THE COURT

Sullivan, J.

This appeal presents the question of whether the municipal defendants, the City of New York and its Mayor, are prohibited from selling the site of the obsolete New York Coliseum without competitive bidding. At issue is a plan, seemingly consistent with both the current economic needs of the city and State and the historical origins of the site area, to redevelop the Coliseum site.

The City of New York originally acquired the Coliseum site in 1952 pursuant to the Columbus Circle Redevelopment Plan (Redevelopment Plan) drafted by the Committee on Slum Clearance Plans. When the Redevelopment Plan was formally adopted by the city’s Board of Estimate on December 18, 1952, the site area, consisting of two city blocks on the west side of Columbus Circle between Broadway and Ninth Avenue from 58th to 60th Streets, was, on the basis of express findings made in accordance with the urban renewal law then in effect (General Municipal Law former § 72-k), found to be "substandard and insanitary”. Despite numerous challenges to the city’s findings, the designation of the site area as "substandard and insanitary” within the meaning of the urban renewal law was expressly upheld by the Court of Appeals. (Kaskel v Impellitteri, 306 NY 73, cert denied 347 US 934.)

Even before the Coliseum site was condemned, the Tribor*210ough Bridge and Tunnel Authority (TBTA) contracted with the city to purchase it for $2,182,230 on acquisition, and to develop it in accordance with the Redevelopment Plan. On January 15, 1953, pursuant to Public Authorities Law § 557-a (3), the Board of Estimate approved the sale, by the terms of which (TBTA Agreement) the city conveyed to the TBTA the use and occupancy of the tract for as long as the TBTA’s corporate existence continues. After the conveyance, the TBTA constructed the Coliseum on the site, and has been its sole operator ever since.

Today, however, the Coliseum has lost its business to the new Javits Convention Center and stands vacant and virtually unused. In 1984, the TBTA and the city, having jointly determined that the Coliseum is obsolete and the site no longer necessary for their respective purposes, decided to sell the property for redevelopment. In 1985, they selected Boston Properties as the developer from among numerous applicants responding to a request for proposal (RFP). The TBTA, on behalf of itself and the city, thereafter entered into a purchase and sale agreement to sell the property to Boston Properties for $455,100,000. Although the latter offered the second highest bid, its redevelopment plan, in the judgment of the Board of Estimate and the TBTA, promised the highest economic benefit for the city overall and best advanced the goals of urban renewal. That determination, apart from the narrow question of competitive bidding, was not challenged and it is not at issue on this appeal.

The present ownership of the Coliseum site is defined not only by the public record but by statutory provision as well. The original total gross project cost of approximately $12,600,000 for the entire parcel, of which the Coliseum site is but a part, was financed by a Federal grant of approximately $6,000,000, local grants-in-aid of approximately $3,000,000, a capital value of approximately $192,000 allocated to land retained by the city and the proceeds, $3,421,222, of sales of project land by the city. The latter figure included the $2,182,230 which the TBTA paid the city for that portion of the project that became the Coliseum site. When, as here, the TBTA acquires at its expense real property from or in the name of the city, it obtains the use and occupancy of that property for "so long as its corporate existence shall continue”. (Public Authorities Law § 553 [4]; § 557-a [2].) Moreover, in the two deeds which transferred the site, the TBTA was granted "the use and occupancy” of the Coliseum site "for so *211long as the [TBTA’s] corporate existence * * * shall continue.” Thus, the property would revert to the city by operation of law only if the TBTA ceases to exist. (Public Authority Law § 552 [2].) Furthermore, when and if the TBTA determines that its interest in the property is no longer necessary for its corporate purposes, as has occurred here, the statute authorizes it to sell the property. (Public Authorities Law § 553 [4-a] [b].)

The Redevelopment Plan’s urban renewal program for Columbus Circle was designed to remain in effect for 40 years after construction of the Coliseum. The Redevelopment Plan, as adopted by the Board of Estimate in 1952, itself provides, "No increase in density or change in land use shall be made for a period of 40 years except upon the approval of the Board of Estimate of The City of New York.” In section 506 of the TBTA Agreement, and again in both deeds conveying the Coliseum site, the TBTA expressly covenanted "[t]o devote the land to the uses specified in the redevlopment plan * * * as said plan may exist from time to time for a period of forty (40) years from the completion of the project” (emphasis added).

It should be noted that both the TBTA Agreement and the deeds draw a clear and significant distinction between the Redevelopment Plan and the project. In contrast to the 40-year plan, the "project” referred to is the construction of the Coliseum building itself which, according to section 304 of the TBTA Agreement,* would be deemed complete on the date when the certificates of occupancy were issued. All parties agree that the construction project was complete in 1956. In a clear manifestation of a contemporary understanding that the urban renewal plan was subject to amendment and the site subject to changes in use even after completion of the project, the Board of Estimate, within a year following completion of construction of the original Coliseum project, adopted the First Amendment to the Redevelopment Plan for the purpose of revising permitted uses of the site and approving a supplemental agreement between the city and TBTA authorizing such revisions. The amending resolution indicated that the Coliseum is "now constructed”.

In deciding to sell the Coliseum for redevelopment, the city *212and the TBTA concluded that it was obsolete and would, contrary to the Redevelopment Plan, adversely affect the site and surrounding area. In strict compliance with the urban renewal statute, General Municipal Law § 502 (3), the Board of Estimate, after finding that the Coliseum site was again "in danger of becoming a substandard or insanitary area and tend[ed] to impair or arrest the sound growth and development of the municipality”, amended the urban renewal plan. The materials and testimony submitted to the Board of Estimate—including the environmental impact statement, the City Planning Commission report and the Second Amended Urban Renewal Plan prepared by the Department of Housing Preservation and Development—amply support the Board’s determination that because of the opening of the Javits Convention Center in 1986, "the Coliseum is now obsolete and vacant”. Moreover, the Board of Estimate determined that "an unutilized or underutilized Coliseum will have a detrimental effect on the surrounding area and will tend to impair or arrest the sound development of the City.” Similarly, that determination was not challenged in the complaint herein.

Since, as will be demonstrated, the sale could proceed without competitive bidding, the TBTA and the city were not required to use any particular method to select a sponsor qualified under the Urban Renewal Law. (See, General Municipal Law § 507.) Of the many options available to them, they chose to employ the RFP method, a well-established alternative to competitive bidding (see, Matter of Citiwide News v New York City Tr. Auth., 62 NY2d 464; Matter of Burroughs Corp. v New York State Higher Educ. Servs. Corp., 91 AD2d 1078, lv denied 58 NY2d 609), which affords the government the flexibility, in ways not possible with competitive public bidding, to achieve the greatest economic benefit in dealing with prospective contractors, developers and franchisees.

Jo & Wo Realty Corporation, plaintiff herein, commenced this taxpayer’s action in 1987 pursuant to General Municipal Law §51 to enjoin the proposed sale of the Coliseum site to Boston Properties on the ground that the city failed to comply with the competitive bidding requirements of section 384 (b) of the New York City Charter. After joinder of issue, defendants moved for summary judgment, which the motion court granted. In dismissing the complaint in its entirety, the court ruled that the Coliseum site is still governed by the Redevelopment Plan’s 40-year urban renewal program and, thus, may, pursuant to the Urban Renewal Law *213(General Municipal Law § 500 et seq.) be sold without competitive bidding (140 Misc 2d 154). We agree.

Pursuant to section 384 (b) (1) of the New York City Charter, the city is required to sell its real property interests to the highest bidder, "[e]xcept as otherwise specifically provided by law”. Such a specific exception may be found in the State’s Urban Renewal Law (General Municipal Law § 507 [2]), which provides:

"Notwithstanding anything to the contrary contained in this article and notwithstanding the provisions of any general, special or local law applicable to the sale of real property by a municipality * * * real property [acquired pursuant to the Urban Renewal Law] * * * may be sold * * * for the effectuation of any of the purposes of the urban renewal program in accordance with the urban renewal plan * * *

"(d) to any person, firm or corporation designated by the agency as a qualified and eligible sponsor * * * without public auction or sealed bids”.

Thus, the Urban Renewal Law explicitly authorizes the sale of property to an applicant which does not necessarily offer the highest price but proposes to develop the property in accordance with the purposes of the site’s urban renewal program. As this record discloses, the city routinely conveys urban renewal sites without competitive bidding. And, as the motion court found, "this sale clearly effectuates the purpose of the urban renewal program in accordance with the urban renewal plan (supra, 140 Misc 2d, at 160)”. In fact, the complaint does not allege otherwise.

In the face of such clear statutory authority for the sale of the Coliseum site without competitive bidding, plaintiff offers only two arguments, namely, that the sale should not be governed by General Municipal Law § 507 (2), but rather, by the old urban renewal statute, General Municipal Law former § 72-k; or alternatively, that the site is no longer urban renewal property and therefore not subject to the Urban Renewal Law. It should be noted that the old statute, which required competitive bidding, was repealed by the Legislature over 25 years ago in favor of the modern Urban Renewal Law (General Municipal Law art 15), which governs the current conveyance of the Coliseum site.

In an attempt to avoid the plain meaning of the modern Urban Renewal Law, plaintiff contends that since the Redevelopment Plan was originated under the old urban renewal *214statute, the site can only be conveyed pursuant to the provisions of former section 72-k of the General Municipal Law, notwithstanding its repeal in 1961 by General Municipal Law § 525. This argument is flatly contradicted by the relevant provision of the current Urban Renewal Law’s saving clause, "Nothing herein contained, however, shall prevent a municipality, having so commenced or undertaken an urban renewal program prior to the effective date of this article, from exercising any of the rights or powers granted in this article in conjunction with or substitution of the rights and powers of such municipality under any law in force immediately prior to the effective date of this article, until the completion of such program.” (General Municipal Law § 523 [1].)

As the legislative history of the enactment discloses, an express purpose of the revised law was to provide municipalities with more flexible alternatives to competitive bidding. Supporters of the new statute argued that making price the sole determinant in every urban renewal project seriously hindered the ability of the administration adequately to consider the public interest. Thus, while the saving clause preserves any rights and powers that existed under the earlier statute, it also expressly authorizes the city to substitute the rights and powers created by the modern Urban Renewal Law. (See, Matter of City of Rochester [Maxlene Realty], 35 Misc 2d 974 [city may exercise its newly granted authority under article 15 over the objection of the owner of land condemned under former section 72-k].) The city’s decision to sell the Coliseum site without competitive bidding is, of course, one of those rights and powers. We note parenthetically that "competitive bidding requirements impose a substantial restriction upon the activities of public entities and must be extended no further than reasonably contemplated by the Legislature”. (Matter of Citiwide News v New York City Tr. Auth., 62 NY2d 464, 472, supra.)

Plaintiff concedes that pursuant to the saving clause an urban renewal program can be "governed either by the old law or by the new law, as the municipality sees fit”, but argues that the saving clause limits the option to employ either law to those projects which had not been completed as of the effective date of the new law. It further contends that the Coliseum site’s urban renewal program did not survive completion of the construction of the Coliseum in 1956. This argument ignores the 40-year development restrictions imposed on the Coliseum site by the terms of the Redevelopment *215Plan, the TBTA Agreement with the city, the resolutions of the Board of Estimate, and the deeds conveying the property to the TBTA. Moreover, it confuses the plain language of the Urban Renewal Law’s saving clause, which permits the city to sell the Coliseum site without competitive bidding, not, as plaintiff contends, until completion of the "project”, but "until the completion of such program” (General Municipal Law § 523 [1]).

That the construction of the Coliseum project was completed in 1956 is, therefore, of no legal relevance in determining whether the original urban renewal program is still in existence. What is determinative is that the original urban renewal plan or program is not complete. When the TBTA first acquired the Coliseum site in 1952, it covenanted "[t]o devote the land to the uses specified in the redevelopment plan * * * as said plan may exist from time to time for a period of forty (40) years from the completion of the project.” The completion of the project, i.e., the construction of the Coliseum building and the issuance of certificates of occupancy by the New York City Department of Housing and Buildings, did not signal the termination of the urban renewal plan, but marked the beginning of its 40-year existence.

To argue, as the dissent does, that the Columbus Circle urban renewal program’s 40-year land use and density restrictions were intended solely to insure the repayment of the project’s borrowed funds is to ignore the Redevelopment Plan’s data concerning "deterioration of buildings, age of existing buildings, excessive land coverage and inadequate light and air indicating that the * * * area is a substandard insanitary area.” The Board of Estimate’s December 18, 1952 resolution approving the Redevelopment Plan’s ban on any increase in density or change in land use for 40 years except upon the Board’s approval was an obvious response to that finding of blight. Moreover, the Plan "conform[ed] to the general plan for the City as a whole” and "the land uses for the area [were] consistent with such plan,” thus complying with the requirements of title I of the National Housing Act of 1949 that a "redevelopment plan” financed, in whole or in part, by Federal funds "indicate its relationship to definite local objectives as to appropriate land uses * * * and * * * indicate proposed land uses and building requirements in the project area”. (42 USC § 1460 [former (b)].)

Plaintiff also suggests that the city was not empowered to extend the urban renewal program beyond completion *216of construction of the Coliseum project. The life-span of the urban renewal plan was approved in 1952, however, and the time to challenge that determination expired more than 35 years ago. Even if the claim could be raised in this proceeding, nothing in the statute or case law restricts the length of urban renewal programs. To the contrary, section 520 of the General Municipal Law states, "This article shall be construed liberally to effect the purposes hereof’. Since the purposes of urban renewal cannot be achieved overnight, the original Redevelopment Plan prohibited increases in density or changes in use for 40 years, which, as plaintiff concedes, was the customary life-span of all such urban renewal projects. The Urban Renewal Law plainly contemplates that an urban renewal plan will not end with construction of the original project. For example, section 507 (2) (c) of the General Municipal Law refers to a qualified sponsor and his proposed "use or reuse of the urban renewal area or of the applicable portion thereof’. Obviously, a "reuse” would be unlikely if the plan were deemed to terminate when construction of the original buildings was complete. Such a "reuse” is precisely what is taking place here with the sale of the Coliseum site to a qualified sponsor.

Finally, on this point, plaintiff insists that even if the urban renewal plan’s 40-year program remains in effect, the city should still have applied the repealed statute and utilized competitive bidding. If, however, as plaintiff concedes for the sake of argument, the site is still subject to an urban renewal program, the saving clause (General Municipal Law § 523 [1]), explicitly permits the current Urban Renewal Law to control.

The two cases upon which plaintiff relies, Matter of Park W. Vil. Assocs. v Abrams (127 Misc 2d 372, affd 104 AD2d 741, affd 65 NY2d 716) and Matter of Coliseum Park Apts. Co. v Abrams (104 AD2d 741, affd 65 NY2d 716), do not hold otherwise. The only similarity between these cases and the instant controversy is that the urban renewal plans at issue in Park W. and Coliseum Park contained 40-year land use limitations similar to the Coliseum site’s plan. The decisions held that, when rental apartments constructed on urban renewal land are converted to condominium or cooperative ownership, Board of Estimate approval is not required. From this, plaintiff, without any basis therefor, infers that the cases stand for the proposition that the Urban Renewal Law does not apply to the sale and redevelopment of the Coliseum site.

In Park W., the court considered a redevelopment plan, also *217adopted in 1952, which, like the Coliseum plan, contained a 40-year covenant devoting the land to the uses specified in the urban renewal plan and prohibiting increases in density or changes in land use. The court did not, as plaintiff implies, rule that the urban renewal program was at an end, but rather interpreted the restrictions contained in the plan, finding that the continuing urban renewal program did not restrict "the type of ownership or occupancy of the apartments.” (Matter of Park W. Vil. Assocs. v Abrams, supra, 127 Misc 2d, at 376.) Moreover, unlike this case, in Park W. the city had sold its interest in the property in the 1950’s. The court still found that the urban renewal program was operative. In fact, the court held that the phrase "as said plan may exist from time to time” (which appeared in the development contract there as it does in the TBTA Agreement here) specifically "contemplated” revisions to the plan. (Supra, at 380-381.) Thus, in Park W., a plan adopted in 1952 was, after completion of construction, amended in 1955, and again revised in 1961, and the amendments given effect by the court. In Coliseum Park (supra), the court was faced with virtually the same issue. As in Park W., the court gave effect to a plan which was conceived over 30 years before.

Plaintiff argues that, even if the urban renewal program for the Coliseum site was not completed under former section 72-k of the General Municipal Law, its sale would be governed by the modern Urban Renewal Law only if the city redesignated the area as "substandard and insanitary” and therefore "appropriate for urban renewal”. The Coliseum site area was found to be "substandard or insanitary” when, based on findings made pursuant to the then existing urban renewal statute, the Board of Estimate first adopted the urban renewal plan in 1952. The findings of blight were tested in court and expressly upheld. (Kaskel v Impellitteri, 306 NY 73, supra.) While a designation of blight is required at the inception of the process, neither the repealed nor the current urban renewal laws require that the Board of Estimate make a second finding of blight in order to resell and reuse urban renewal property in accordance with the purposes of the plan. Even assuming, however, that a second finding of blight were necessary, such a finding was in fact made by the Board of Estimate when it amended the urban renewal plan and approved the sale of Boston Properties.

In determining whether an area is a fit subject for urban renewal, the city need only find that the area "is in danger of *218becoming a substandard or insanitary area and tends to impair or arrest the sound growth and development of the municipality.” (General Municipal Law § 505 [4] [a].) And, plaintiffs opinion that the goals of the urban renewal plan have been achieved notwithstanding, the area need not be a slum to fall within the continuing requirements of the statute. The definition of "blighted” is "liberal rather than literal”. (Yonkers Community Dev. Agency v Morris, 37 NY2d 478, 483, appeal dismissed 423 US 1010.) Thus, the city is entitled to consider such circumstances as improper land use, "outmoded and deteriorated structures” and unutilized development rights as factors supporting a determination of potential "blight”. (Supra, at 483; see, Cannata v City of New York, 11 NY2d 210, 213, appeal dismissed 371 US 4.) These are precisely the factors, supported by a voluminous public record, that the Board of Estimate considered in determining that the new Javits Convention Center rendered the Coliseum outmoded, underbuilt and unutilized and that such obsolescence would have an adverse effect on the surrounding area.

Nor is plaintiffs belief that amending the Coliseum site urban renewal plan was "questionable” any basis for reversal. As already noted, the complaint does not challenge the amendment to the urban renewal plan. Moreover, the scope of judicial review of a Board of Estimate determination of blight —assuming such a determination had to be made here and assuming plaintiff properly challenged that determination—is extremely limited. When the Board of Estimate and City Planning Commission make "substandard and insanitary” determinations for urban renewal purposes and do not act "corruptly or irrationally or baselessly, there is nothing for the courts to do about it, unless every act and decision of other departments of government is subject to revision by the courts”. (Kaskel v Impellitteri, supra, 306 NY, at 78.) Since, however, plaintiff never challenged the Board of Estimate’s urban renewal findings, the city’s determination to amend the Coliseum site urban renewal plan is, in any event, beyond judicial review.

In further criticism of the Board of Estimate’s determination, plaintiff argues that it failed to make a finding that financial aid was necessary to redevelop the site. This argument is patently meritless. Section 505 (4) (b) of the General Municipal Law does not, as is suggested, require that the municipality receive financial aid in order to proceed with an urban renewal plan. Thus, it is hardly required to seek *219financial aid in a "reuse” of the urban renewal property. The statute merely requires a finding of necessity with respect to any aid "to be provided” before a program can be approved. (General Municipal Law § 505 [4] [b].) If no aid is to be provided, then a finding of necessity is obviously not required.

The proposed sale of the Coliseum site without formal competitive bidding is authorized as well on statutory grounds entirely independent of General Municipal Law § 507 (2). Section 553 (4) of the Public Authorities Law enables the TBTA to acquire property in the name of the city and "to use the same so long as its corporate existence shall continue”. Public Authorities Law § 557-a (3) further permits the city to convey to the TBTA by deed "the use and occupancy” of real property "for so long as [the TBTA’s] corporate existence shall continue”. The two deeds which transferred the Coliseum site to the TBTA in 1952 adopted verbatim the language of these sections and conveyed the use and occupancy of the site to the TBTA for an indefinite and self-perpetuating period. Pursuant to Public Authorities Law § 552 (2), the TBTA’s corporate existence will continue until "all its liabilities have been met and its bonds have been paid in full”—a time which will not come for at least another 30 years and may never arrive since the TBTA has no plans to cease operations or discontinue issuing bonds.

As part of this cohesive statutory scheme, Public Authorities Law § 553 (4-a) authorizes the TBTA, in behalf of the city, to sell any property which was acquired by the city at the TBTA’s expense. In pertinent part, the statute provides, "Whenever any real property is determined by the [TBTA] to be unnecessary for its corporate purpose * * * (b) [the TBTA is authorized] to sell and convey or lease in behalf of such city any real property acquired by the city at the expense of the authority.” In accordance with the provisions of paragraph (b) of Public Authorities Law § 553 (4-a), the present purchase and sale agreement for the Coliseum site was executed by the TBTA as seller for itself and "in behalf of’ the city.

Nothing in the statutory provisions governing the TBTA requires it to sell its real property interests through competitive bidding. It is well established that the TBTA is "free * * * from restraints otherwise applicable to agencies of the government”. (Matter of New York Post Corp. v Moses, 10 NY2d 199, 205.) Like other public authorities, it is a statutory creature and "stands on its own feet, transacts its business affairs through its own personnel and on its own initiative and *220is not subject to the strict requirements imposed upon a board or department of the State”. (Matter of Plumbing, Heating, Piping & Air Conditioning Contrs. Assn. v New York State Thruway Auth., 5 NY2d 420, 424-425.) Thus, unless specifically mandated by express provision of law, public authorities like the TBTA are not required to utilize competitive bidding. (Matter of New York City Chapter, Inc. of Natl. Elec. Contrs. Assn. v Fabber, 73 Misc 2d 859, 864, affd 41 AD2d 821; Matter of Marino v Town of Ramapo, 68 Misc 2d 44, 55.)

In order to avoid the impact of the Public Authorities Law, plaintiff attempts to disparage the TBTA’s interest in the Coliseum site by suggesting that the site is actually owned by the city, not the TBTA, and arguing it may therefore be sold only to the highest bidder. Specifically, plaintiff contends that the city conveyed, "not an interest in the land, but only the right to use and occupy the land” pursuant to Public Authorities Law § 557-a (2). However the ownership interests are labeled, the Public Authorities Law governs the disposition of the property. Whenever the TBTA acquires real property from or in the name of the city, it statutorily holds such property precisely as it does here, i.e., the use and occupancy for "so long as its corporate existence shall continue”. (Public Authorities Law § 553 [4]; § 557-a [2].) Thus, the two deeds conveying the Coliseum site, drafted to conform to the statute’s requirements, left the city with only a statutory contingent reversionary interest in the property. The very same statute declares that the TBTA is authorized to sell, in behalf of the city, "any real property acquired by the city at the expense of the [TBTA].” (Public Authorities Law § 553 [4-a] [b].)

The dissent’s conclusion that the TBTA’s payment of approximately $2.2 million to the city was made, not to acquire title to the Coliseum site, but in consideration of the TBTA’s acquisition of the use and occupancy of this site is belied by the record. The TBTA’s $2.2 million payment is part of the proceeds from the sales of project land listed in the city’s "Certificate of Completion and of Gross and Net Project Cost” and was used therein to arrive at a net project cost. Title I of the National Housing Act of 1949, applicable here because of Federal financing, defined a "net project cost” as "the difference between the gross project cost and the aggregate of (1) the total sales price of all land * * * sold”. (42 USC § 1460 [f].) Therefore, the TBTA’s payment was used to reduce the initial acquisition costs, thereby bringing the original purchase of the *221Coliseum site within the purview of Public Authorities Law § 553 (4-a). The dissent also argues that the TBTA’s $2.2 million payment cannot be deemed to satisfy the requirement that the property be acquired "at the expense of the authority” (Public Authorities Law § 553 [4-a] [b]), since it represents only about 16% of the full acquisition cost. The 16% figure is, however, misleading since the $2.2 million was paid specifically for the acquisition of the Coliseum site. Even if this parcel were more valuable than the "slum” property in the western portion of the project area, it still comprised only a portion of the entire two-block parcel.

Thus, since the site was acquired at the TBTA’s expense and the city conveyed its use and occupancy to the TBTA, the TBTA may sell it and is not required to do so by competitive bidding. Were the outcome any different, section 553 (4-a) (b) would be a nullity because it would forever deny the TBTA the power to sell real property acquired from, or in the name of, the city.

The operation of section 553 (4-a) makes sense in the context of the statutory scheme governing the TBTA. The TBTA paid for the Coliseum site and has used, occupied and operated it since 1953, and is entitled to do so indefinitely. With respect to its decision to sell the site, the Legislature has provided a mechanism for it to do so, "in behalf of such city”, and the TBTA has done so here with the city’s consent. Indeed, that legislative will would be frustrated if section 384 of the New York City Charter were construed to limit the TBTA’s authority to convey the property without competitive bidding.

Accordingly, the order of the Supreme Court, New York County (David B. Saxe, J.), entered August 29, 1988, granting defendants’ motion for summary judgment dismissing the complaint, should be affirmed, without costs or disbursements.

Insofar as is relevant, section 304 of the TBTA Agreement provided: "Completion of the project shall mean the date on which there shall have been issued by the Department of Housing and Buildings of the City of New York certificates of occupancy for the Coliseum buildings provided in the plan of said project.”