385.95
RESOLUTION APPROVING THE TERMS, FORM, AND CONTENT OF THE
PUBLIC IMPROVEMENT (SERIAL) BONDS, SERIES 1995A, AUTHORIZED
TO BE ISSUED BY BOND RESOLUTIONS ADOPTED JUNE 13, 1989,
MARCH 5, 1990, JANUARY 21, 1991, AND AUGUST 15, 1994
AND AUTHORIZING THE SALE THEREOF TO ROOSEVELT & CROSS, INC.
RESOLUTION NO.: 385, 95
INTRODUCED BY: Mr. Nick Caimano
WHO MOVED ITS ADOPTION
SECONDED BY: Mrs. Carol Pulver
WHEREAS, this Town Board on June 13, 1989 adopted a bond resolution
entitled "Resolution Authorizing the Issuance of $1.5 Million Serial Bonds of
Said Town of Queensbury to Finance the Cost of an Improvement Consisting of
the Replacing of Approximately 10,000 Feet of Existing 12" Water Transmission
Main with a New 16" Transmission Main Located Along Quaker Road in the
Consolidated Water District in the Town of Queensbury," and
WHEREAS, this Town Board on March 5, 1990, adopted a bond resolution
entitled, "Resolution Authorizing the Issuance of $2.4 Million Serial Bonds
of the Town of Queensbury to Finance an Increase in Cost for the Quaker Road
Sewer District," and
WHEREAS, this Town Board on January 21, 1991, adopted a bond resolution
entitled, "Resolution Authorizing the Purchase of a Certain Office Building
and Real Property Located at 81 Glenwood Avenue, Queensbury, New York by the
Town of Queensbury at a Maximum Estimated Cost of $415,000 and Authorizing
the Issuance of $394,250 Serial Bonds of Said Town to Pay the Cost Thereof,"
and
WHEREAS, this Town Board on August 15, 1994, adopted a bond resolution
entitled, "A Resolution Authorizing Expansion of the Town's Water Treatment
Plant, Authorizing the Issuance of Serial Bonds in an Aggregate Principal
Amount Not to Exceed $13,228,000 of the Town of Queensbury, Warren County,
New York, Pursuant to the Local Finance Law to Finance the Cost of Said
Improvement and Delegating the Power to Issue Bond Anticipation Notes in
Anticipation of the Sale of Such Bonds to the Town Supervisor,"
(collectively, the "Bond Resolutions"), and
WHEREAS, it is now proposed that the bonds authorized by the Bond
Resolutions contain the terms and content and be in the form described below
and that such bonds be sold to Roosevelt & Cross, Inc., New York, New York
(the "Purchaser"),
NOW, THEREFORE, BE IT
RESOLVED, by the Town Board (the "Town Board") of the Town of
Queensbury, Warren County, New York (the "Town"), as follows:
SECTION 1.
The issuance of $9,775,000 Public Improvement (Serial) Bonds,
Series 1995A (the "Bonds") pursuant to the Bond Resolutions is hereby
approved.
SECTION 2.
The form of Bond attached to this Resolution as Schedule "A" and
the contents thereof are hereby approved.
SECTION 3.
The terms of the Bonds as stated below are hereby approved.
Date of Bonds: July 1, 1995
Aggregate Principal Amount: $9,775,000
Denominations: $5,000 or an integral multiple thereof,
not exceeding, in the aggregate,
$9,775,000
Interest Rate: 5.20% in the years 1996 through 2008,
both inclusive; 5.30% in the year 2009;
5.40% in the year 2010; and 5.50% in the
years 2011 through 2015, both inclusive.
Premium: $ 0.
Registration: Issuable in fully registered form; and
registered in the name of Cede & Co., as
nominee of The Depository Trust Company
("DTC"), New York, which will act as
Securities Depository for the Bonds.
Maturities: $440,000 on April 15th in the years 1996
through 2000, both inclusive; $475,000 on
April 15th in the years 2001 through
2004, both inclusive; $525,000 on April
15th in the years 2005 through 2009, both
inclusive; $510,000 on April 15th in the
years 2010 through 2014, both inclusive;
and $500,000 on April 15, 2015.
Redemption: Bonds maturing in the years 1996 through
2005 are not subject to redemption prior
to maturity. Bonds maturing on and after
April 15, 2006 are redeemable at the
option of the Town on or after April 15,
2005, as a whole at any time or in part
in inverse order of maturity on any
interest payment date, at declining
redemption prices not exceeding 102%.
Interest Payment Dates: April 15, 1996 and each April 15 and
October 15 thereafter.
SECTION 4.
The public sale of the Bonds pursuant to Section 57.00 of the Local
Finance Law to the Purchaser at a price of par plus accrued interest to the
date of payment is hereby approved and ratified. The Town Supervisor, as
Chief Fiscal Officer of the Town, is hereby authorized and directed to
deliver the Bonds in the form and containing the terms and contents hereby
approved against delivery by the Purchaser of the purchase price aforesaid in
immediately available funds; provided however, that such delivery shall not
be made unless there is delivered with the Bonds, the opinion of Hodgson,
Russ, Andrews, Woods & Goodyear, LLP, Bond Counsel, that the Bonds have been
duly authorized and issued in accordance with the constitution and laws of
the State of New York and are valid and legally binding obligations of the
Town (a duplicate original of which opinion shall be filed with the Town
Clerk).
SECTION 5.
The Town Supervisor is hereby authorized and directed to execute
the Bonds. The seal of the Town is hereby authorized to be impressed thereon
and the Town Clerk is hereby authorized and directed to attest the Bonds in
substantially the form approved hereby with such changes, omissions,
insertions, and variations as the Town Supervisor shall approve, the
execution thereof by the Town Supervisor to constitute conclusive evidence of
such approval.
SECTION 6.
The form of official statement (the "Official Statement") of the
Town prepared in connection with the sale of the Bonds (a copy of which
Official Statement shall be filed with the records of the Town) is hereby
approved and the Town Supervisor is hereby authorized and directed to execute
and deliver the Official Statement to the Purchaser.
SECTION 7.
The Town Supervisor is hereby authorized and directed to execute
and deliver such other documents and to take such other action as may be
necessary or appropriate in order to effectuate the issuance and sale of the
Bonds, subject to the provisions of the Local Finance Law.
SECTION 8.
Upon receipt of the aforesaid purchase price for the Bonds, the
Town Supervisor shall cause such amount (inclusive of accrued interest, if
any) to be deposited, invested, and used subject to and as provided in the
Local Finance Law.
SECTION 9.
The Town Supervisor is further authorized to enter into a
continuing disclosure agreement with the initial purchaser of the bonds or
notes authorized by this resolution, containing provisions which are
satisfactory to such purchaser in compliance with the provisions of Rule
15c2-12, promulgated by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.
SECTION 10.
This resolution shall take effect immediately.
Duly adopted this 10th day of July, 1995 by the following vote:
AYES: Mr. Caimano, Mrs. Pulver, Mr. Turner, Mr. Champagne
NOES: None
ABSENT:Mrs. Monahan
SCHEDULE A
UNITED STATES OF AMERICA
STATE OF NEW YORK
WARREN COUNTY
TOWN OF QUEENSBURY
PUBLIC IMPROVEMENT (SERIAL) BONDS, SERIES 1995A
Number: R-_ $___________
Dated Date: July 1, 1995 Interest Rate: _____%
Maturity Date: April 15, 199_ CUSIP: _____ ___
The Town of Queensbury, a municipality of the State of New York (herein
called the "Town"), hereby acknowledges itself indebted and for value
received promises to pay to
Cede & Co.
or registered assigns on the Maturity Date identified above, the principal
sum of ____________________ DOLLARS ($__________) and interest on such sum
(computed on the basis of a 360 day year composed of twelve 30-day months) at
the Interest Rate identified above from July 1, 1995 or from the most recent
interest payment date to which interest has been paid, on the 15th day of
April and October in each year, commencing on April 15, 1996, until this Bond
matures. Both principal of and interest on this Bond will be paid in lawful
money of the United States of America sent to and distributed by Cede & Co.
The Bonds maturing in the years 1996 through 2005 are not subject to
redemption prior to maturity. The Bonds maturing on and after April 15, 2006
are redeemable at the option of the Town on or after April 15, 2005, as a
whole at any time or in part in inverse order of maturity (selected by lot
within maturity) on any interest payment date, at the following redemption
prices plus accrued interest to the date of redemption:
Redemption Period Redemption Prices
(Both Dates Exclusive) Expressed as a Percentage)
A-1
April 15, 2005 through April 14, 2006 102%
April 15, 2006 through April 14, 2007 101 1/2%
April 15, 2007 through April 14, 2008 101%
April 15, 2008 through April 14, 2009 100 1/2%
April 15, 2009 and thereafter 100%
Notice of Redemption will be given by mailing such notice to the registered
holders of the Bonds to be redeemed at their respective addresses at least
thirty (30) days prior to the date set for any such redemption. If notice of
redemption has been given as aforesaid, the Bonds so called for redemption
will become due and payable at the applicable redemption price on the
redemption date designated in such notice, and interest on such Bonds will
cease to accrue from and after such redemption date.
This Bond is one of an authorized issue, the aggregate principal amount
of which is $9,775,000, the Bonds of which are of like tenor, except as to
number, face amount, maturity and denomination, and which are issued pursuant
to bond resolutions duly adopted by the Town Board of the Town on August 18,
1989, November 16, 1990 and May 14, 1993.
The faith and credit of the Town are hereby irrevocably pledged for the
punctual payment of the principal of and interest on this Bond according to
its terms.
It is hereby certified and recited that all conditions, acts, and things
required by the Constitution and statutes of the State of New York to exist,
to have happened and to have been performed precedent to and in the issuance
of this Bond, exist, have happened and have been performed, and that the
issue of Bonds of which this is one, together with all other indebtedness of
the Town is within every debt and other limit prescribed by the Constitution
and laws of such State.
This Bond is a qualified tax-exempt obligation designated by the Town
for purposes of Section 265(b)(3)(B)(i) of the Internal Revenue Code of 1986,
as amended.
Unless this Bond is presented by an authorized representative of the
Depository Trust Company to the Town or its agent for registration or
transfer, exchange or payment, and any Bond issued is registered in the name
of Cede & Co., or such other name as requested by an authorized
representative of the Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.
IN WITNESS WHEREOF, the Town, in accordance with the proceedings
authorizing this Bond, has caused this Bond to be signed and its corporate
seal to be hereunto affixed as appears below, and this Bond to be dated the
1st day of July, 1995.
TOWN OF QUEENSBURY
A-2
WARREN COUNTY, NEW YORK
(SEAL)
By: ______________________________
FRED CHAMPAGNE
TOWN SUPERVISOR
ATTEST:
_________________________
DARLEEN M. DOUGHER
TOWN CLERK
REGISTRATION CERTIFICATE
It is hereby certified that the within bond has been registered as
follows:
Date of Registration Name of Registered Holder Registered By
A-3
CERTIFICATE OF RECORDING OFFICER
The undersigned hereby certifies that:
(1) She is duly qualified and acting Town Clerk of the Town of
Queensbury, Warren County, New York (hereinafter called the "Town") and the
custodian of the records of the Town, including the minutes of the
proceedings of the Town Board (hereinafter called the "Governing Body"); and
is duly authorized to execute this certificate.
(2) Attached hereto is a true and correct copy of a resolution duly
adopted at a meeting of the Governing Body held on the 10th day of July, 1995
and entitled:
"A RESOLUTION APPROVING THE TERMS, FORM AND CONTENT OF THE PUBLIC
IMPROVEMENT (SERIAL) BONDS, SERIES 1995A AUTHORIZED TO BE ISSUED BY BOND
RESOLUTIONS ADOPTED JUNE 13, 1989, MARCH 5, 1990, JANUARY 21, 1991 AND AUGUST
15, 1994 AND AUTHORIZING THE SALE THEREOF TO ROOSEVELT & CROSS, INC."
(3) Said meeting was duly convened and held and said resolution was
duly adopted in all respects in accordance with law and the regulations of
the Town. To the extent required by law or said regulations, due and proper
notice of said meeting was given. A legal quorum of members of the Governing
Body was present throughout said meeting, and a legally sufficient number of
members of the Governing Body voted in the proper manner for the adoption of
the resolution. All other requirements and proceedings under law, said
regulations, or otherwise, incident to said meeting and the adoption of the
resolution, including any publication, if required by law, have been duly
fulfilled, carried out, and otherwise observed.
(4) The seal appearing below constitutes the official seal of the Town
and was duly affixed by the undersigned at the time this certificate was
signed.
IN WITNESS WHEREOF,
the undersigned has hereunto set her hand as of the
12th day of July, 1995.
-SEAL- ______________________________
DARLEEN M. DOUGHER
TOWN CLERK
5