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401.2009 AMENDED AND RESTATED RESOLUTION AUTHORIZING ISSUANCE OF UP TO $3,050,000 IN SERIAL BONDS OF THE TOWN OF QUEENSBURY TO PAY THE COST OF ACQUISITION, CONSTRUCTION AND INSTALLATION OF MAIN STREET IMPROVEMENTS AND AUTHORIZING ISSUANCE OF UP TO $3,050,000 IN BOND ANTICIPATION NOTES OF THE TOWN OF QUEENSBURY FOR THE SAME PURPOSE RESOLUTION NO.: 401, 2009 INTRODUCED BY: Mr. Ronald Montesi WHO MOVED ITS ADOPTION SECONDED BY: Mr. John Strough WHEREAS, the Queensbury Town Board has determined that it is in the best interests of the entire Town of Queensbury to place public and private utilities below ground and to place ancillary utility facilities above ground along County Route 28 from west of the intersection with Big Bay Road to the intersection with Hudson Avenue in the City of Glens Falls, and , WHEREASthe Town has many potential costs relating to the undergrounding of utilities certain of which must be paid in advance to Warren County, and , WHEREASthese costs includethe local share of the underground services, the local share of the remainder of the gateway enhancement improvements (Kiosk and Richardson Street trail) under PIN 1756.27, the underground conduit system for the private utilities and excess sewer capacity to accommodate future growth (the “Project”), and , WHEREASon June 29, 2009 the Town Board adopted a Resolution (the “Original Bond Resolution”) authorizing issuance of $1,600,000 in serial bonds and/or bond anticipation notes of the Town to pay a portion of the cost of the Project, and , WHEREAS since that time the Town Board has received estimates of additional costs required in connection with the Project, and , WHEREAS the Town Board wishes to amend and restate the Original Bond Resolution to authorize financing for the additional costs associated with the Project, NOW, THEREFORE, BE IT RESOLVED BY THE TOWN BOARD OF THE TOWN OF QUEENSBURY, WARREN COUNTY, NEW YORK, AS FOLLOWS: Section 1. The specific object or purpose for which the obligations authorized by this Resolution are to be issued is the portion of the costs of placement of public and private utilities below ground and ancillary utility facilities above ground concurrently with a Warren County public project (PIN 1753.80) to reconstruct and widen approximately 2.9 kilometers of County Route 28 (also known as Corinth Road, Main Street and/or Broad Street), relating to the local share of underground services, the local share of the remainder of the gateway enhancement improvements (Kiosk and Richardson Street trail) under PIN 1756.27, the underground conduit system for the private utilities and excess sewer capacity to accommodate future growth, and further including related preliminary and incidental costs (the "Project"), and such specific object or purpose is hereby authorized at a maximum estimated cost of Five Million Fifty Thousand Dollars ($5,050,000.00). Section 2. The plan for the financing of such maximum estimated cost is as follows: (a) issuance of up to Three Million Fifty Thousand Dollars ($3,050,000) in serial bonds or bond anticipation notes of the Town, hereby authorized to be issued pursuant to the Local Finance Law; and (b) application of up to Two Million Dollars ($2,000,000) generated by a surcharge based on kilowatt hour consumption assessed by National Grid on all of its customers within the Town to pay a portion of the cost of undergrounding National Grid’s transmission lines. The proceeds of the bonds or bond anticipation notes may be used to reimburse expenditures paid by the Town from other funds or otherwise on or after the date of adoption of the Original Bond Resolution. Pursuant to Local Finance Law Section 107(d)(9), no down payment from current funds is required. 2 Section 3. The Town Board hereby determines that it is in the public interest to underground utilities along such road and to pay all costs related to such Project, and that such Project is a public betterment which benefits the entire Town. Section 4. It is hereby determined that the period of probable usefulness of the specific object or purpose is fifteen (15) years, pursuant to Subdivision 35 of paragraph (a) of Section 11 of the Local Finance Law. It is hereby further determined that the maximum maturity of the serial bonds herein authorized will exceed five (5) years. Section 5. The faith and credit of the Town of Queensbury, Warren County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such obligations as they become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such obligations becoming due and payable in such years. There shall annually be levied on all the taxable real property of the Town a fee sufficient to pay the principal of and interest on such obligations as they become due and payable. Section 6. For the purpose of paying the cost of the Project, including related preliminary and incidental costs, there are hereby authorized to be issued serial bonds of the Town up to a maximum amount of $3,050,000, the maximum maturity of which shall not exceed the fifteen (15) year period of probable usefulness set forth above, and which shall mature on or before the date of the expiration of the period of probable usefulness as measured from the date of the bonds or from the date of the first bond anticipation note issued in anticipation of the sale of such bonds, whichever date is earlier. The bonds may be issued in the form of a statutory installment bond. Section 7. There are hereby authorized to be issued bond anticipation notes for the specific object or purpose in an amount up to but not exceeding the $3,050,000 maximum amount of serial bonds authorized to be issued, in anticipation of the issuance and sale of the serial bonds authorized, including renewals of such bond anticipation notes. Section 8. Any bond anticipation notes shall be payable from the proceeds derived from the sale of the bonds or otherwise redeemed in the manner provided by Section 23.00 of the Local 3 Finance Law. The faith and credit of the Town are hereby irrevocably pledged for the payment of the bond anticipation notes and the interest on them. Section 9. There are no bond anticipation notes outstanding which have been previously issued in anticipation of the sale of these bonds. Neither are the bond anticipation notes hereby authorized renewal notes. These bond anticipation notes will not be issued in anticipation of bonds for an assessable improvement. These notes shall mature at such time as the Town may determine and may be renewed from time to time, provided that in no event shall such notes or renewals extend more than one (1) year beyond the original date of issue except as permitted in the Local Finance Law. Section 10. Subject to the terms and conditions of this Resolution and of the Local Finance Law, and pursuant to the provisions of Sections 30.00, 50.00 and 56.00 to 60.00, inclusive, of the Local Finance Law, the power to authorize bond anticipation notes in anticipation of the issuance of the serial bonds authorized by this Resolution and the renewal of these notes, and the power to prescribe the terms, form and contents of the serial bonds and bond anticipation notes and the power to sell and deliver the serial bonds and bond anticipation notes issued in anticipation of the issuance of the bonds is hereby delegated to the Town Supervisor, the Chief Fiscal Officer of the Town. The Town Supervisor is hereby authorized to sign any serial bonds and bond anticipation notes issued in anticipation of the issuance of the serial bonds and bond anticipation notes issued pursuant to this Resolution by manual signature, and the Town Clerk is hereby authorized to affix or impress or imprint a facsimile of the seal of the Town to any of the serial bonds or bond anticipation notes and to attest such seal by manual signature. The Town Supervisor, as Chief Fiscal Officer of the Town, is authorized to execute and deliver any documents and to take such other action as may be necessary and proper to carry out the intent of the provisions of this Resolution. Section 11. The exact date of issuance of the bonds and/or notes and the exact date upon which they shall become due and payable shall be fixed and determined by the Chief Fiscal Officer, provided, however, that the maturity of the notes or renewals shall not exceed one (1) year from the date of issue except as permitted by the Local Finance Law. 4 Section 12. The Chief Fiscal Officer shall prepare the bonds and/or notes and sell them in accordance with the provisions of the Local Finance Law including, but not limited to, the provisions of Section 169.00, if applicable, and at such sale shall determine the interest rate to be borne by such bonds and/or notes. The Town Board authorizes the Chief Fiscal Officer to establish substantiallylevel or declining annual debt service for the repayment of such Bonds if he believes it is in the best interests of the Town. Section 13 . The bonds and/or notes may be sold at public or private sale in accordance with the provisions of the Local Finance Law. If the bonds and/or notes are to be sold at public sale, the Chief Fiscal Officer is hereby authorized to engage the services of Fiscal Advisors and Marketing, Inc., or other qualified fiscal advisor to assist the Town in matters relating to such public sale. Section 14. If issued, the notes shall be in registered form, and shall bear interest at the determined rate. Section 15. The Chief Fiscal Officer shall deliver the bonds and/or notes to the purchaser only against a certified check or other immediately available funds. The proceeds of the sale of the bonds and/or notes shall be deposited and/or invested as required by Section 165.00 of the Local Finance Law, and the power to invest the proceeds of sale is hereby delegated to the Chief Fiscal Officer and the power to invest in any instruments described in Section 165.00 is expressly granted. Section 16. To the extent that it is permitted to do so under the Internal Revenue Code of 1986, as amended (the "Code"), the Town hereby designates the bonds and/or notes as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code. The Town hereby covenants that it will (i) take all actions on its part necessary to cause interest on the bonds and/or notes to be excluded from gross income for purposes of Federal income taxes and (ii) refrain from taking any action which would cause interest on the bonds and/or notes to be included in gross income for purposes of Federal income taxes. Section 17. The Town of Queensbury is a town partially within the Adirondack Park. 5 However, State lands subject to taxation within the Town's boundaries are assessed at less than thirty percent (30%) of the total taxable assessed valuation of the Town, so permission of the State Comptroller to issue the bonds and/or notes is not required under Local Finance Law Section 103.10(3). Section 18. Miller, Mannix, Schachner & Hafner, LLC, Glens Falls, New York, is hereby designated bond counsel. Section 19. This Resolution is subject to permissive referendum pursuant to Article 7 of Town Law and Section 35 of Local Finance Law, and shall not take effect until such time as provided. The Town Clerk is hereby authorized and directed to post and publish the notice required for Resolutions subject to permissive referendum. Section 20. The validity of these serial bonds and bond anticipation notes may be contested only if: (1) These obligations are authorized for an object or purpose for which the Town is not authorized to expend money; or (2) The provisions of law which should be complied with at the date of publication of this Resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty (20) days after the date of such publication; or (3) Such obligations are authorized in violation of the provisions of the State Constitution. Section 21. The full text of this Resolution or a summary thereof shall be published in the Glens Falls Post Star, which has been designated as the official newspaper of the Town, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. 6 Section 22. The question of the adoption of this Resolution was duly put to a vote on roll call which resulted as follows: st Duly adopted this 21 day of December, 2009, by the following vote: AYES: Mr. Montesi, Mr. Strough, Mr. Stec, Mr. Metivier NOES: None ABSENT: Mr. Brewer The Resolution was declared duly adopted by a vote of not less than two-thirds (2/3) of the full membership of the Town Board. 7