A RESOLUTION AUTHORIZING THE ISSUANCE OF REFUNDING BONDS OF THE TOWN OF RED HOOK, DUTCHESS COUNTY, NEW YORK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $990,000 PURSUANT TO THE LOCAL FINANCE LAW, AND DELEGATING CERTAIN POWERS IN CONNECTION THEREWITH TO THE TOWN SUPERVISOR

RESOLVED

1. It would be in the public interest to refund the aggregate outstanding principal amount of the Refunded Bonds by the issuance of the Town's refunding bonds pursuant to Section 90.10 of the Local Finance Law. It is hereby determined that the amount and description of the bonds to be refunded is set forth at Exhibit B, entitled "Summary of Bonds Refunded."
2. For the object or purpose of refunding the aggregate outstanding principal amount of the Refunded Bonds, including providing moneys which shall be sufficient to pay (i) said outstanding aggregate 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 mature or are subject to redemption, in accordance with the Refunding Financial Plan, as defined herein, and (iii) the costs and expenses incidental to the issuance of the refunding bonds herein authorized, including, without limitation, the development of the Refunding Financial Plan, compensation to the underwriter or underwriters as referred to herein, the fees and costs of the financial advisor to the Town, the fees and costs of bond counsel to the Town, the execution and performance of the terms and conditions of the Escrow Contract, as hereinafter defined, the fees and charges of the Escrow Holder, as hereinafter defined, and the premium or premiums for a policy of municipal bond insurance or cost or costs of other credit enhancement facility or facilities, there are hereby authorized to be issued the refunding serial bonds of the Town (the "Refunding Bonds") in the aggregate principal amount of not to exceed $990,000 pursuant to the provisions of Section 90.10 of the Local Finance Law. It is hereby determined that 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.
3. The purpose described above constitutes a Type II action as defined under the State Environmental Quality Review Regulations, 6 NYCRR Part 617, which has been determined not to have a significant impact on the environment.
4. It is hereby determined that maximum period of probable usefulness at the time of issuance of the 2011 Bonds for the purposes for which the 2011 Bonds were issued was thirty years, with such period commencing October 26, 2011. The last installment of the Refunding Bonds shall mature not later than the expiration of the remaining period of probable usefulness of the purposes for which the 2011 Bonds to be refunded were issued, or in the alternative, the weighted average remaining period of probable usefulness of all objects or purposes (or classes of objects or purposes) financed with all of the bonds to be refunded, in accordance with the provisions of the Local Finance Law.
5. It is hereby determined that 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 subdivision 2 of paragraph b of Section 90.10 of the Local Finance Law, with regard to each of the Refunded Bonds subject to such requirements, if any, is as shown in the Refunding Financial Plan described in Section 6 hereof.
6. 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, is set forth in preliminary form at Exhibit B 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 aggregate principal amount of $980,000 and will mature, be of such terms and bear interest as set forth in the Refunding Financial Plan. This Board recognizes that the aggregate principal amount of the Refunding Bonds, and the maturities, terms, and interest rate or rates borne by the Refunding Bonds will most likely be different from such assumptions and that the final Refunding Financial Plan will most likely be different from the preliminary plan set forth at Exhibit B.
7. The Town Supervisor is hereby authorized and directed to determine the amount of the Refunding Bonds to be issued, the designation thereof, the date of such bonds and the date of issue thereof, the maturities and terms thereof, whether such bonds shall be issued with substantially level or declining annual debt service, the provisions relating to any redemption of the 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 will be sold as sinking fund bonds, whether the Refunding Bonds shall be sold in one or more series, whether the Refunding Bonds will be sold at competitive sale or at private sale as provided herein and the details of such sale, whether the Refunding Bonds shall be sold at a discount in the manner authorized by Section 57 of the Local Finance Law and subdivision 2 of paragraph f of Section 90.10 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, and all powers in connection therewith may be exercised by the Town Supervisor; provided that the amount and terms of the Refunding Bonds, including the rate or rates of interest borne thereby, shall comply with the requirements of Section 90.10 of the Local Finance Law, as amended. In the event it is determined by the Supervisor that it is in the public interest to refund additional outstanding maturities of the 2011 Bonds, the Supervisor is hereby authorized to do so and such additional maturities shall be included in the definition of "Refunded Bonds". The Town Supervisor shall file a copy of his or her certificate determining the details of the Refunding Bonds and the final Refunding Financial Plan with the Town Clerk within ten (10) days after the delivery of the Refunding Bonds, as herein provided.
8. The issuance of the Refunding Bonds shall be subject to the condition that the present value of the total payments of both principal and interest to become due on the refunding bonds, and after adjustments set forth in such section, is less than the present value of the principal and interest to become due on the Refunded Bonds, determined as provided pursuant to subdivision 2(c) of paragraph b of Section 90.10 of the Local Finance Law.
9. The Refunding Bonds shall be executed in the name of the Town by the manual or facsimile signature of the Supervisor, and its corporate seal or a facsimile thereof shall be impressed thereon and attested by the Clerk. The Refunding Bonds shall contain the recital required by subdivision 4 of paragraph j of Section 90.10 of the Local Finance Law and the recital of validity clause provided for in Section 52 of the Local Finance Law, and shall otherwise be in such form and contain such recitals as the Supervisor shall determine.
10. The faith and credit of the 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 said bonds becoming due and payable in such year. There shall annually be levied on all the taxable real property of the Town a tax sufficient to pay the principal of and interest on said bonds as the same become due and payable.
11. The 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 New York State as he shall designate (the "Escrow Holder") for the purpose of having the Escrow Holder act, in connection with the Refunded Bonds, as the escrow holder to perform the services described in Section 90.10 of the Local Finance Law.
12. All of the proceeds from the sale of the Refunding Bonds, including the premium, if any, but excluding any accrued interest thereon, shall immediately upon receipt thereof be placed in escrow with the Escrow Holder. Any accrued interest on the Refunding Bonds shall be paid to the Town to be expended to pay interest on the Refunding Bonds on the first interest payment date or dates thereof. 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 owners from time to time of the Refunded Bonds actually refunded shall have a lien upon such moneys held by the Escrow Holder, and an amount sufficient to pay the Refunding Bonds and interest thereon, as the same shall become due and payable, is hereby appropriated therefor. Such pledges and liens shall become valid and binding upon the issuance of the Refunding Bonds, and the moneys and investments held by the Escrow Holder in the escrow deposit fund shall immediately be subject thereto without any further act. Such pledges and liens 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.
13. The Refunding Bonds shall be sold at competitive sale or at private sale to an underwriter or underwriters, or their nominee, designated by the Supervisor, for a purchase price or prices to be determined by the Supervisor, plus accrued interest, if any, from the date of the Refunding Bonds to the date of delivery of and payment for the Refunding Bonds. The Supervisor is further authorized to execute and deliver a purchase contract for the Refunding Bonds on behalf of the Town providing for the terms and conditions for the sale and delivery of the bonds, subject to the approval of the State Comptroller as required by subdivision 2 of paragraph f of Section 90.10 of the Local Finance Law. After the Refunding Bonds have been duly executed, they shall be delivered by the Supervisor to the purchaser thereof in accordance with such purchase contract against the receipt by the Town of said purchase price, including accrued interest.
14. Subject only to the issuance of the Refunding Bonds as herein authorized, the Town hereby elects to redeem all of the Refunded Bonds maturing on and after the date of issuance of the Refunding Bonds that are callable at a present value savings, if any. 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 time provided in the respective 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 notice requirements of paragraph a of Section 53.00 of the Local Finance Law, or any successor law thereto.
15. The Supervisor is further authorized to execute and deliver a continuing disclosure agreement with the initial purchaser of the Refunding Bonds, if required, containing provisions which are satisfactory to such purchaser in compliance with the provisions of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended.
16. 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 bonds authorized by this resolution, and any notes issued in anticipation thereof, as excludable from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and, to the extent applicable, to designate the bonds and any notes authorized by this resolution as "qualified tax-exempt bonds" for purposes of Section 265(b)(3) of the Code.
17. All other matters pertaining to the terms and issuance of the Refunding Bonds shall be determined by the Supervisor, and all powers in connection therewith are hereby delegated to the Supervisor. The Supervisor and the Clerk and all other officers, employees and agents of the Town are further 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. In the event of the absence or unavailability of the Supervisor, all such powers are hereby delegated to the Deputy Supervisor.
18. The validity of said Refunding Bonds may be contested only if: (1) Such 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 the 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 of New York.
19. 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 Section 81.00 of the Local Finance Law, in the Poughkeepsie Journal, being a newspaper having a general circulation in the Town and hereby designated as the official newspaper of the Town for such publication.
20. This resolution shall take effect immediately.