2016-99 2016-99
REFUNDING BOND RESOLUTION DATED FEBRUARY 22, 2016
At a Regular Meeting of the Town Board of the Town of Wappinger, Dutchess County,
New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls,New York, on February
22, 2016.
The meeting was called to order by Lori A. Jiava, Town Supervisor, and upon roll being
called, the following was recorded:
✓Vote Record-Resolution RES-2016-99
Q Adopted ...
s/ ye No/Nay Abstain Absent
❑ Adopted as Amended
Lori A.Jiava Voter Q ❑ ❑ ❑
❑ Defeated ...................................................................................
William H.Beale Voter Q ❑ ❑ ❑
William Ciccarelll
❑ Tabled Seconder Q ❑ ❑ ❑
❑ Withdrawn John J.Fenton Mover Q ❑ ❑ ❑
Michael Kuzmicz Vo.....................................
I'llter Q ❑ ❑ ❑
The following Resolution was introduced by Councilman Fenton and seconded by
Councilman Ciccarelli.
A RESOLUTION AUTHORIZING THE ISSUANCE PURSUANT TO SECTION 90.00
AND/OR SECTION 90.10 OF THE LOCAL FINANCE LAW OF REFUNDING BONDS OF
THE TOWN OF WAPPINGER, DUTCHESS COUNTY, NEW YORK, TO BE DESIGNATED
SUBSTANTIALLY "VARIOUS PURPOSES REFUNDING (SERIAL) BONDS", AND
PROVIDING FOR OTHER MATTERS IN RELATION THERETO AND THE PAYMENT OF
THE BONDS TO BE REFUNDED THEREBY.
WHEREAS, the Town of Wappinger, Dutchess County, New York (hereinafter, the
"Town") heretofore issued an aggregate $11,580,000 Public Improvement (Serial) Bonds, 2007,
pursuant to various bond resolutions to pay the cost of various Town purposes, such Public
Improvement (Serial) Bonds, 2007, being dated August 1, 2007 and maturing or matured on
August 1 annually (the "2007 Bonds"); and
WHEREAS, the Town heretofore issued an aggregate principal amount of $3,362,000
Public Improvement (Serial) Bonds, 2009, pursuant to various bond resolutions to pay the cost of
various Town purposes, such Public Improvement Serial) Bonds, 2009, being dated April 1,
2009 and maturing or matured on April 1 annually (the "2009 Bonds"); and
WHEREAS, it would be in the public interest to refund all, or one or more, or a portion
of one or more, of the $8,095,000 outstanding principal balance of the 2007 Bonds maturing in
2017 and thereafter (the "2007 Refunded Bonds"), and the $1,815,000 outstanding principal
balance of the 2009 Bonds maturing in 2017 and thereafter (the "2009 Refunded Bonds",
together with the 2007 Refunded Bonds, the "Refunded Bonds"), each by the issuance of
refunding bonds pursuant to Section 90.00 or Section 90.10 of the Local Finance Law; and
WHEREAS, each of such refundings will individually result in present value savings in
debt service as so required by Section 90.10 of the Local Finance Law; NOW, THEREFORE,
BE IT
RESOLVED, by the Town Board of the Town of Wappinger, Dutchess County, New
York, as follows:
Section 1. For the object or purpose of refunding the outstanding aggregate
$9,910,000 principal balance of the Refunded 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 (i) the principal amount of the Refunded
Bonds, (ii) the aggregate amount of unmatured interest payable on the Refunded Bonds to and
including the date on which the Refunded Bonds which are callable are to be called prior to their
respective maturities in accordance with the refunding financial plan, as hereinafter defined, (iii)
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, compensation
to the underwriter or underwriters, as hereinafter defined, costs and expenses of executing and
performing the terms and conditions of the escrow contract or contracts, as hereinafter defined,
and fees and charges of the escrow holder or holders, as hereinafter mentioned, (iv) the
redemption premium to be paid on the Refunded Bonds which are to be called prior to their
respective maturities, and (v) the premium or premiums for a policy or policies of municipal
bond insurance or cost or costs of other credit enhancement facility or facilities, for the refunding
bonds herein authorized, or any portion thereof, there are hereby authorized to be issued not
exceeding $11,500,000 refunding bonds of the Town pursuant to the provisions of Section 90.00
or Section 90.10 of the Local Finance Law (the "Town Refunding Bonds" or the "Refunding
Bonds"), it being anticipated that the amount of Refunding Bonds actually to be issued will be
approximately $9,520,000, as provided in Section 4 hereof. The Refunding Bonds described
herein are hereby authorized to be consolidated for purposes of sale in one or more refunding
bond issues. The Town Refunding Bonds shall each be designated substantially "PUBLIC
IMPROVEMENT REFUNDING SERIAL BOND" together with such series designation and
year as is appropriate on the date of sale thereof, shall be of the denomination of$5,000 or any
integral multiple thereof (except for any odd denominations, if necessary) not exceeding the
principal amount of each respective maturity, shall be numbered with the prefix R-16 (or R with
the last two digits of the year in which the Refunding Bonds are issued as appropriate) followed
by a dash and then from 1 upward, shall be dated on such dates, and shall mature annually on
such dates in such years, bearing interest semi-annually on such dates, at the rate or rates of
interest per annum, as may be necessary to sell the same, all as shall be determined by the
Supervisor pursuant to Section 4 hereof. It is hereby further determined that (a) such Refunding
Bonds may be issued in series, (b) such Refunding Bonds may be sold at a discount in the
manner authorized by paragraph e of Section 57.00 of the Local Finance Law and pursuant to
subdivision 2 of paragraph f of Section 90.10 of the Local Finance Law, and (c) such Refunding
Bonds may be issued as a single consolidated issue. It is hereby further determined that such
Refunding Bonds may be issued to refund all, or any portion of, the Refunded Bonds, subject to
the limitation hereinafter described in Section 10 hereof relating to approval by the State
Comptroller.
Section 2. The Refunding Bonds may be subject to redemption prior to maturity
upon such terms as the Supervisor shall prescribe, which terms shall be in compliance with the
requirements of Section 53.00 (b) of the Local Finance Law. If less than all of the Refunding
Bonds of any maturity are to be redeemed, the particular refunding bonds of such maturity to be
redeemed shall be selected by the Town by lot in any customary manner of selection as
determined by the Supervisor.
The Refunding Bonds shall be issued in registered form and shall not be registrable to
bearer or convertible into bearer coupon form. In the event said Refunding Bonds are issued in
non-certificated form, such bonds, when issued, shall be initially issued in registered form in
denominations such that one bond shall be issued for each maturity of bonds and shall be
registered in the name of Cede & Co., as nominee of The Depository Trust Company,New York,
New York ("DTC"), which will act as securities depository for the bonds in accordance with the
Book-Entry-Only system of DTC. In the event that either DTC shall discontinue the Book-
Entry-Only system or the Town shall terminate its participation in such Book-Entry-Only
system, such bonds shall thereafter be issued in certificated form of the denomination of$5,000
each or any integral multiple thereof (except for any odd denominations, if necessary) not
exceeding the principal amount of each respective maturity. In the case of non-certificated
Refunding Bonds, principal of and interest on the bonds shall be payable by check or draft
mailed by the Fiscal Agent (as hereinafter defined) to The Depository Trust Company, New
York, New York, or to its nominee, Cede & Co., while the bonds are registered in the name of
Cede & Co. in accordance with such Book-Entry-Only System. Principal shall only be payable
upon surrender of the bonds at the principal corporate trust office of such Fiscal Agent (or at the
office of the Town clerk as Fiscal Agent as hereinafter provided).
In the event said Refunding Bonds are issued in certificated form, principal of and
interest on the Refunding Bonds shall be payable by check or draft mailed by the Fiscal Agent
(as hereinafter defined) to the registered owners of the Refunding Bonds as shown on the
registration books of the Town maintained by the Fiscal Agent (as hereinafter defined), as of the
close of business on the fifteenth day of the calendar month or first business day of the calendar
month preceding each interest payment date as appropriate and as provided in a certificate of the
Supervisor providing for the details of the Refunding Bonds. Principal shall only be payable
upon surrender of bonds at the principal corporate trust office of a bank or trust company or
banks or trust companies located or authorized to do business in the State of New York, as shall
hereafter be designated by the Supervisor as fiscal agent of the Town for the Refunding Bonds
(collectively the "Fiscal Agent").
Refunding Bonds in certificated form may be transferred or exchanged at any time prior
to maturity at the principal corporate trust office of the Fiscal Agent for bonds of the same
maturity of any authorized denomination or denominations in the same aggregate principal
amount.
Principal and interest on the Refunding Bonds will be payable in lawful money of the
United States of America.
The Supervisor, as chief fiscal officer of the Town, is hereby authorized and directed to
enter into an agreement or agreements containing such terms and conditions as he shall deem
proper with the Fiscal Agent, for the purpose of having such bank or trust company or banks or
trust companies act, in connection with the Refunding Bonds, as the Fiscal Agent for said Town,
to perform the services described in Section 70.00 of the Local Finance Law, and to execute such
agreement or agreements on behalf of the Town, regardless of whether the Refunding Bonds are
initially issued in certificated or non-certificated form; provided, however, that the Supervisor is
also hereby authorized to name the Town Clerk as the Fiscal Agent in connection with the
Refunding Bonds if said Refunding Bonds are issued in non-certificated form.
The Supervisor is hereby further delegated all powers of this Town Board with respect to
agreements for credit enhancement, derived from and pursuant to Section 168.00 of the Local
Finance Law, for said Refunding Bonds, including, but not limited to the determination of the
provider of such credit enhancement facility or facilities and the terms and contents of any
agreement or agreements related thereto.
The Refunding Bonds shall be executed in the name of the Town by the manual or
facsimile signature of the Supervisor, and a facsimile of its corporate seal shall be imprinted
thereon. In the event of facsimile signature, the Refunding Bonds shall be authenticated by the
manual signature of an authorized officer or employee of the Fiscal Agent. The Refunding
Bonds shall contain the recital required by subdivision 4 of paragraph g of Section 90.00 of the
Local Finance Law or subdivision 4 of paragraph j of Section 90.10 of the Local Finance Law, as
applicable, and the recital of validity clause provided for in Section 52.00 of the Local Finance
Law and shall otherwise be in such form and contain such recitals, in addition to those required
by Section 51.00 of the Local Finance Law, as the Supervisor shall determine. It is hereby
determined that it is to the financial advantage of the Town not to impose and collect from
registered owners of the Refunding Bonds any charges for mailing, shipping and insuring bonds
transferred or exchanged by the Fiscal Agent, and, accordingly, pursuant to paragraph c of
Section 70.00 of the Local Finance Law, no such charges shall be so collected by the Fiscal
Agent.
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 subdivision 1 of
paragraph b of Section 90.10 of the Local Finance Law;
(b) the maximum period of probable usefulness permitted by law at the time
of the issuance of the respective Refunded Bonds, for the objects or purposes for which
such respective Refunded Bonds were issued is as described in Exhibit A attached hereto
and hereby made a part hereof;
(c) the last installment of the Refunding Bonds will mature not later than the
expiration of the period of probable usefulness of the objects or purposes for which said
respective Refunded Bonds were issued in accordance with the provisions of subdivision
1 of paragraph a of Section 90.00 of the Local Finance Law or subdivision 1 of paragraph
c of Section 90.10 of the Local Finance Law, as applicable;
(d) the estimated present value of the total debt service savings anticipated as
a result of the issuance of the Refunding Bonds, if any, computed in accordance with the
provisions of subdivision 2 of paragraph b of Section 90.10 of the Local Finance Law,
with regard to each of the respective series of Refunded Bonds, is as shown in the
Refunding Financial Plan described in Section 4 hereof.
Section 4. The financial plan for the aggregate of the refundings authorized by this
resolution (collectively, the "Refunding Financial Plan"), showing the sources and amounts of all
moneys required to accomplish such refundings, 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 B attached hereto and hereby made a part hereof.
The Refunding Financial Plan has been prepared based upon the assumption that the Refunding
Bonds will be issued in one series to refund all of the Refunded Bonds in the principal amount of
$6,140,000, and that the Refunding Bonds will mature, be of such terms, and bear interest as set
forth in said Exhibit B. This Town Board recognizes that the Refunding Bonds may be issued in
one or more series, and for only one or more of the Refunded Bonds, or portions thereof, that the
amount of the Refunding Bonds, maturities, terms, and interest rate or 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 B. The Supervisor is hereby authorized and directed to determine
which of the Refunded Bonds will be refunded and at what time, the amount of the Refunding
Bonds to be issued, the date or dates of such bonds and the date or dates of issue, maturities and
terms thereof, the provisions relating to the redemption of Refunding Bonds prior to maturity,
whether the Refunding Bonds will be insured by a policy or policies of municipal bond insurance
or otherwise enhanced by a credit enhancement facility or facilities, whether the Refunding
Bonds shall be sold at a discount in the manner authorized by paragraph e of Section 57.00 of the
Local Finance Law, and the rate or rates of interest to be borne thereby, whether the Refunding
Bonds shall be issued having substantially level or declining annual debt service and all matters
related thereto, 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 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 Section 90.00 or Section 90.10 of
the Local Finance Law, as applicable. The Supervisor shall file a copy of his certificates
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 Supervisor is hereby authorized and directed to enter into an escrow
contract or contracts (collectively the "Escrow Contract") with a bank or trust company, or with
banks or trust companies, located and authorized to do business in this State as said President
shall designate (collectively the "Escrow Holder") for the purpose of having the Escrow Holder
act, in connection with the Refunding Bonds, as the escrow holder to perform the services
described in Section 90.10 of the Local Finance Law.
Section 6. The faith and credit of said Town of Wappinger, Dutchess County, New
York, are hereby irrevocably pledged to 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. There shall be annually levied on all the taxable real property in
said Town a tax sufficient to pay the principal of and interest on such Refunding 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 Refunded Bonds. Accrued interest on the
Refunding Bonds shall be paid to the Town to be expended to pay interest on the 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, 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 Refunded Bonds in accordance with Section
90.10 of the Local Finance Law, and the holders, from time to time, of the Refunded 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 Refunded 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. Notwithstanding any other provision of this resolution, so long as any of
the Refunding Bonds shall be outstanding, the Town shall not use, or permit the use of, any
proceeds from the sale of the Refunding Bonds in any manner which would cause the Refunding
Bonds to be an "arbitrage bond" as defined in Section 148 of the Internal Revenue Code of 1986,
as amended, and, to the extent applicable, the Regulations promulgated by the United States
Treasury Department thereunder.
Section 9. In accordance with the provisions of Section 53.00 and of paragraph h of
Section 90.10 of the Local Finance Law, in the event such bonds are refunded, the Town hereby
elects to call in and redeem each respective series of Refunded Bonds which the Supervisor shall
determine to be refunded in accordance with the provisions of Section 4 hereof and with regard
to which the right of early redemption exists. The sum to be paid therefor on such redemption
date shall be the par value thereof plus the redemption premium, and the accrued interest to such
redemption date. The Escrow Agent for the Refunding Bonds is hereby authorized and directed
to cause notice of such call for redemption to be given in the name of the Town in the manner
and within the times provided in the Refunded Bonds. Such notice of redemption shall be in
substantially the form attached to the Escrow Contract. Upon the issuance of the Refunding
Bonds, the election to call in and redeem the callable Refunded Bonds and the direction to the
Escrow Agent to cause notice thereof to be given as provided in this paragraph shall become
irrevocable, provided that this paragraph may be amended from time to time as may be necessary
in order to comply with the publication requirements of paragraph a of Section 53.00 of the
Local Finance Law, or any successor law thereto.
Section 10. The Refunding Bonds shall be sold at public competitive sale or at private
sale to Roosevelt & Cross Inc., (the "Underwriter") for purchase prices to be determined by the
Supervisor, plus accrued interest from the date or dates of the Refunding Bonds to the date or
dates of the delivery of and payment for the Refunding Bonds. Subject to the approval of the
terms and conditions of such private sale by the State Comptroller as required by subdivision 2
of paragraph f of Section 90.10 of the Local Finance Law, the Supervisor, is hereby authorized to
execute and deliver a purchase contract 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 to
the Underwriter. After the Refunding Bonds have been duly executed, they shall be delivered by
the Supervisor to the Underwriter in accordance with said purchase contract or winning
purchaser upon the receipt by the Town of said purchase price, including accrued interest.
Section 11. The Supervisor 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 agreement approved
hereby.
Section 12. All other matters pertaining to the terms and issuance of the Refunding
Bonds shall be determined by the Supervisor and all powers in connection thereof are hereby
delegated to the Supervisor. The Supervisor shall be further authorized to issue said Refunding
Bonds pursuant to Section 90.00 or Section 90.10 of the Local Finance Law as said officer shall
determine necessary, in consultation wit bond counsel to the Town.
Section 13. The validity of the Refunding Bonds may be contested only if:
1. Such obligations are authorized for an object or purpose for which said 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 days after
the date of such publication, or
3. Such obligations are authorized in violation of the provisions of the Constitution.
Section 14. A summary of this resolution, which takes effect immediately, shall be
published in the official newspapers of said Town, together with a notice of the Town Clerk in
substantially the form provided in Section 81.00 of the Local Finance Law.
Dated: February 22, 2016.
The foregoing was put to a vote which resulted as follows:
RESULT: ADOPTED [UNANIMOUS]
MOVER: John J. Fenton, Councilman
SECONDER: William Ciccarelli, Councilman
AYES: Jiava, Beale, Ciccarelli, Fenton, Kuzmicz
Dated: Wappingers Falls,New York
2/22/2016
The Resolution is hereby duly red Adopted.
JOS P. PAOLONI, TOWN CLERK