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518.95 NOTICE OF BOND RESOLUTION NOTICE IS HEREBY GIVEN , that the resolution published herewith has been adopted for the Town Board of the Town of Queensbury, Warren County, on the 14th day of October, 1995, and the validity of the obligations authorized by such resolution may be hereafter contested only if: (1) (a) such obligations were authorized for an object or purpose for which the Town is not authorized to expend money, or (b) if the provisions of law which should have been complied with as of the date of publication of this notice were not substantially complied with and an action, suit, or proceeding contesting such validity is commenced within twenty days after the date of publication of this notice; or (2) such obligations were authorized in violation of the provisions of the Constitution of New York. A meeting of the Town Board of the Town of Queensbury, Warren County, New York was convened in public session at the Town Hall located at 742 Bay Road in the Town of Queensbury, New York on October 2, 1995 at 7:00 o'clock p.m., local time. The meeting was called to order by the Town Supervisor and, upon roll being called, the following members were: PRESENT: Fred Champagne Town Supervisor Connie Goedert Town Councilperson Betty C. Monahan Town Councilperson Carol A. Pulver Town Councilperson Theodore Turner Town Councilperson ABSENT: The following persons were ALSO PRESENT: Paul B. Dusek, Esq. Town Attorney Darleen M. Dougher Town Clerk Catherine M. Geoffroy, CPA Town Comptroller The following resolution was offered by , Mr. Theodore Turner seconded by Mrs. Connie Goedert to wit: REFUNDING BOND RESOLUTION DATED OCTOBER 2, 1995 1 A RESOLUTION AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,700,000 OF THE TOWN OF QUEENSBURY, WARREN COUNTY, NEW YORK, PURSUANT TO THE LOCAL FINANCE LAW AND PROVIDING FOR OTHER MATTERS IN RELATION THERETO. WHEREAS, the Town of Queensbury, Warren County, New York (the "Town") heretofore issued its $8,000,000. original aggregate principal amount Public Improvement (Serial) Bonds, 1987 (the "Prior Bonds"), pursuant to various bond resolutions for various objects or purposes, all as set forth and described in Exhibit A attached hereto and made a part hereof, such Prior Bonds being dated March 15, 1987, and maturing, or matured, in the amounts and on the dates set forth in Exhibit B attached hereto and made a part thereof, and WHEREAS, the Town desires to refund the Prior Bonds by issuing certain refunding bonds and selling such bonds to the New York State Environmental Facilities Corporation ("EFC"), and WHEREAS, it would be in the public interest to refund the Prior Bonds by the issuance of refunding bonds pursuant to §90.10 of the Local Finance Law, and WHEREAS, such refunding will result in present value savings in debt service as required by §90.10 of the Local Finance Law, NOW, THEREFORE, BE IT RESOLVED, by the Town Board of the Town of Queensbury (by the favorable vote of not less than two-thirds of all the members of the Town Board) as follows: SECTION 1. For the object or purpose of refunding the $4,138,000 outstanding principal balance of the Prior Bonds, including providing moneys which, together with the interest earned from the investment of certain of the proceeds of the refunding bonds herein authorized, shall be sufficient to pay (A) the principal amount of the Prior Bonds, (B) the aggregate amount of unmatured interest payable on the Prior Bonds to and including the date on which the Prior Bonds mature in accordance with the refunding financial plan, as hereinafter defined, and (C) the costs and expenses incidental to the issuance of the refunding bonds herein authorized, including the development of the refunding financial plan, as hereinafter defined, the fees and costs of EFC, the costs and expenses of executing and performing the terms and conditions of the escrow contract, as hereinafter defined, and fees and charges of the escrow holder, as hereinafter described, there are hereby authorized to be issued the Public Improvement Refunding (Serial) Bonds, Series 1996A of the Town in an aggregate principal amount not to exceed $4,700,000. pursuant to the provisions of §90.10 of the Local Finance Law (the "Refunding Bonds"), it being anticipated that the amount of Refunding Bonds actually to be issued will be approximately $4,410,000. as described in §4 hereof. The Refunding Bonds shall be dated such date as shall hereafter 2 be determined by the Town Supervisor pursuant to §4 hereof, shall be of the denomination of $5,000. or any integral multiple thereof not exceeding the principal amount of each respective maturity and shall mature annually and shall bear interest semi-annually thereafter on such dates as shall be determined by the Town Supervisor pursuant to §4 hereof, at the rate or rates of interest per annum as may be necessary to sell the same, all as shall be determined by the Town Supervisor. SECTION 2. The Refunding Bonds shall be executed in the name of the Town by the manual or facsimile signature of the Town Supervisor, and a facsimile of its corporate seal shall be imprinted thereon and attested by the Town Clerk. The Refunding Bonds shall contain the recital required by §90.10(j)(4) of the Local Finance Law and the recital of validity clause provided for in §52.00 of the Local Finance Law and shall otherwise be in such form and contain such recitals, as the Town Supervisor shall determine. SECTION 3. It is hereby determined that: (A) The maximum amount of the Refunding Bonds authorized to be issued pursuant to this resolution does not exceed the limitation imposed by §90.10(b)(1) of the Local Finance Law. (B) The maximum period of probable usefulness permitted by law at the time of the issuance of the Prior Bonds for each of the objects or purposes for which the Prior Bonds were issued is as shown upon Exhibit A; (C) The last installment of the Refunding Bonds will mature not later than the expiration of the maximum period of probable usefulness of each of the objects or purposes for which the Prior Bonds were issued, or in the alternative, the weighted average remaining period of probable usefulness of the objects or purposes (or clauses of objects or purposes) financed with each series of the Prior Bonds or the weighted average remaining period of probable usefulness of all objects or purposes (or classes of objects or purposes) financed with all the Prior Bonds, in accordance with the provisions of §90.10(c)(1) of the Local Finance Law; and (D) The estimated present value of the total debt service savings anticipated as a result of the issuance of the Refunding Bonds, computed in accordance with the provisions of §90.10(b)(2)(c) of the Local Finance Law, is as shown in the Refunding Financial Plan described in §4 hereof. SECTION 4. The financial plan for the refunding authorized by this resolution (the "Refunding Financial Plan"), showing the sources and amounts of all moneys required to accomplish such refunding, the estimated present value of the total debt service savings and the basis for the computation of the aforesaid estimated present value of total debt service savings, are set forth in Exhibit C attached hereto and made a part of this resolution. The Refunding Financial Plan has been prepared based upon the assumption that the Refunding Bonds will be issued in the principal amount of $4,410,000. and that the Refunding Bonds will mature, be of such terms, and bear interest as 3 set forth in Exhibit C. This Town Board recognizes that the amount of the Refunding Bonds, and the maturities, terms, and interest rate and rates borne by the Refunding Bonds to be issued by the Town will most probably be different from such assumptions and that the Refunding Financial Plan will also most probably be different from that attached hereto as Exhibit C. The Town Supervisor is hereby authorized and directed to determine the amount of the Refunding Bonds to be issued, the date of such bonds and the date of issue, maturities and terms thereof, the provisions relating to any redemption of Refunding Bonds prior to maturity, the terms of the private sale of the Refunding Bonds to EFC, including the form, terms, and conditions of the SRF Project Financing and Loan Agreement to be prepared by EFC, the amount of the annual installments of the Refunding Bonds to be paid pursuant to §90.10(c)(3) of the Local Finance Law, whether the Refunding Bonds shall be sold at a discount in the manner authorized by §57.00(c) of the Local Finance Law, and the rate or rates of interest to be borne thereby, and to prepare, or cause to be provided, a final Refunding Financial Plan for the Refunding Bonds, and all powers in connection therewith are hereby delegated to the Town Supervisor; provided that the terms of the Refunding Bonds to be issued, including the rate or rates of interest borne thereby, shall comply with the requirements of §90.10 of the Local Finance Law. The Town Supervisor shall file a copy of his certificate determining the details of the Refunding Bonds and the final Refunding Financial Plan with the Town Clerk not later than ten (10) days after the delivery of the Refunding Bonds, as herein provided. SECTION 5. The Town Supervisor is hereby authorized and directed to enter into an escrow contract (the "Escrow Contract") with a bank or trust company located and authorized to do business in this State as he shall designate (the "Escrow Holder") for the purpose of having the Escrow Holder act, in connection with the Prior Bonds, as the escrow holder to perform the services described in §90.10 of the Local Finance Law. SECTION 6. The faith and credit of said Town are hereby irrevocably pledged for the payment of the principal of and interest on the Refunding Bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. Should the assessments upon benefitted real property be insufficient to pay the principal of and interest on such bonds, there shall annually be levied on all the taxable real property of said Town a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. SECTION 7. All of the proceeds from the sale of the Refunding Bonds, including the premium, if any, but excluding accrued interest thereon, shall immediately upon receipt thereof be placed in escrow with the Escrow Holder for the Prior Bonds. Accrued interest, if any, on the Refunding Bonds shall be paid to the Town Clerk to be expended to pay interest on the Refunding Bonds on the next bond payment date of such Refunding Bonds. Such proceeds as are deposited in the escrow deposit fund to be created and established pursuant to the Escrow Contract, whether in the form of cash or investments, 4 or both, inclusive of any interest earned from the investment thereof, shall be irrevocably committed and pledged to the payment of the principal of and interest on the Prior Bonds in accordance with §90.10 of the Local Finance Law, and the holders, from time to time, of the Prior Bonds shall have a lien upon such moneys held by the Escrow Holder. Such pledge and lien shall become valid and binding upon the issuance of the Refunding Bonds and the moneys and investments held by the Escrow Holder for the Prior Bonds in the escrow deposit fund shall immediately be subject thereto without any further act. Such pledge and lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Town irrespective of whether such parties have notice thereof. SECTION 8. The Town Supervisor is further authorized to take such actions and execute such documents as may be necessary to ensure the continued status of the interest on the Refunding Bonds, as excludable from gross income for federal income tax purposes pursuant to §103 of the Internal Revenue Code of 1986, as amended (the "Code") and, if applicable, to designate the Refunding Bonds authorized by this resolution as "qualified tax-exempt bonds" in accordance with §265 of the Code. SECTION 9. The Town Supervisor is further authorized to enter into a continuing disclosure agreement with the initial purchaser of the bonds authorized by this resolution, if required, 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. The Town hereby determines that the issuance of the Refunding Bonds is a Type II Action that will not have a significant effect on the environment, and therefore, no other determination or procedures under the State Environmental Quality Review Act ("SEQR") is required. SECTION 11. Subject to compliance with the provisions of Local Finance Law §90.10, the Refunding Bonds shall be sold at private sale to EFC and the Town Supervisor is hereby authorized to negotiate for such private sale. Subject to compliance with §90.10 of the Local Finance Law and other applicable provisions of the Local Finance Law, the Town Supervisor is hereby authorized to execute and deliver the SRF Project Financing and Loan Agreement for the Refunding Bonds in the name and on behalf of the Town providing the terms and conditions for the sale and delivery of the Refunding Bonds. After the Refunding Bonds have been duly executed, they shall be delivered by the Town Supervisor in accordance with said SRF Project Financing and Loan Agreement upon the receipt by the Town of said purchase price, including accrued interest. SECTION 12. The Town Supervisor and the Town Clerk and all other officers, employees and agents of the Town are hereby authorized and directed for and on behalf of the Town to execute and deliver all certificates and other documents, perform all acts and do all things required or contemplated to be executed, performed or done by this resolution or any document or 5 agreement approved hereby, including, but not limited to, the SRF Project Financing and Loan Agreement. SECTION 13. All other matters pertaining to the terms and issuance of the Refunding Bonds shall be determined by the Town Supervisor and all powers in connection therewith are hereby delegated to the Town Supervisor. SECTION 14. The validity of the Refunding Bonds may be contested only if: (1) (a) Such obligations are authorized for an object or purpose for which said Town is not authorized to expend money; or (b) 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 days after the date of such publication; or (2) Said obligations are authorized in violation of the provisions of the Constitution of New York. SECTION 15. The Town Clerk is hereby authorized and directed to publish this resolution, or a summary thereof, together with a notice in substantially the form provided by §81.00 of said Local Finance Law, in the official newspaper of said Town for such publication. SECTION 16. This resolution shall take effect immediately upon its adoption. The question of the adoption of the foregoing resolution was duly put to vote on a roll call, which resulted as follows: Fred Champagne VOTING AYE Connie Goedert VOTING AYE Betty A. Monahan VOTING AYE Carol A. Pulver VOTING AYE Theodore Turner VOTING AYE The foregoing resolution was thereupon declared duly adopted. 6 CERTIFICATE OF RECORDING OFFICER The undersigned hereby certifies that: (1) She is the 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; 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 Town Board held on the 2nd day of October, 1995 and entitled: "A RESOLUTION AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,700,000. OF THE TOWN OF QUEENSBURY, WARREN COUNTY, NEW YORK, PURSUANT TO THE LOCAL FINANCE LAW AND PROVIDING FOR OTHER MATTERS IN RELATION THERETO. (3) Said meeting was duly convened and held and said resolution was duly adopted in all respects in accordance with the 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 Town Board was present throughout said meeting, and a legally sufficient number of members (2/3 of the Town Board) 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 this 3rd day of October, 1995. -SEAL- ______________________________ DARLEEN M. DOUGHER TOWN CLERK 5 6 EXHIBIT A DESCRIPTION OF OBJECTS AND PURPOSES Period of Object or Purpose Amount Probable Usefulness Quaker Road Sanitary Sewer District Construction $7,000,000 40 Broadacres Water District 99,000 40 Broadacres Water District 300,000 40 Land O'Pines Water District 131,000 40 Clendon Brook Water District 252,248 40 Mountain View Water District 17,752 40 Queensbury Consolidated Water District Tank Construction 200,000 15 ____________ $8,000,000. 7 EXHIBIT B DESCRIPTION OF PAYMENT DATES AND PRINCIPAL PAYMENTS Dated: March 15, 1987 Due: March 15, 1988-2006 Year Amount Year Amount 1988 $400,000 1998 $425,000 1989 400,000 1999 425,000 1990 400,000 2000 425,000 1991 400,000 2001 425,000 1992 400,000 2002 425,000 1993 400,000 2003 425,000 1994 425,000 2004 450,000 1995 425,000 2005 450,000 1996 425,000 2006 450,000 1997 425,000 Interest is payable on March 15, 1988 and semi-annually thereafter on September 15 and March 15. 8 EXHIBIT C REFUNDING FINANCIAL PLAN 9