REFUNDING BOND RESOLUTION OF THE VILLAGE OF RED HOOK, NEW YORK, ADOPTED NOVEMBER 2, 2023, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING BONDS OF SAID VILLAGE, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $3,673,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $3,673,000 TO FINANCE SAID APPROPRIATION, AND MAKING CERTAIN OTHER DETERMINATIONS RELATIVE THERETO

Resolution #57-2023 — 2023-11-02

WHEREAS

• the Village of Red Hook, in the County of Dutchess, New York (herein called the "Village"), has heretofore issued on August 11, 2023 its $3,673,000 Sewer System Improvement Serial Bond-2023 (the "2023 Outstanding Bonds"), which are currently outstanding in the principal amount of $3,673,000 (the "Outstanding Bonds")
• Sections 90.00 and 90.10 of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (herein called the "Law"), authorize the Village to refund all or a portion of the outstanding unredeemed maturities of the Outstanding Bonds by the issuance of new bonds, the issuance of which will result in present value debt service savings for the Village, and the Board of Trustees has determined that it may be advantageous to refund all or a portion of the Outstanding Bonds

RESOLVED

• In this resolution, the following definitions apply, unless a different meaning clearly appears from the context: (a) "Bond To Be Refunded" or "Bonds To Be Refunded" means all or any portion of the aggregate Outstanding Bonds, as shall be determined in accordance with Section 8 hereof; (b) "Outstanding Bonds" shall mean the outstanding unredeemed maturities of the 2023 Bonds; (c) "Present Value Savings" means the dollar savings which result from the issuance of the Refunding Bonds computed by discounting the principal and interest payments on both the Refunding Bonds and the Bonds To Be Refunded from the respective maturities thereof to the date of issue of the Refunding Bonds at a rate equal to the effective interest cost of the Refunding Bonds; (d) "Redemption Dates" means any payment date with respect to the Outstanding Bonds, as shall be determined by the Village Treasurer, as chief fiscal officer, pursuant to Section 8 hereof; (e) "Refunding Bond" or "Refunding Bonds" means all or a portion of the $3,673,000 Refunding Serial Bonds-2023 of the Village of Red Hook, authorized to be issued pursuant to Section 2 hereof; (f) "Refunding Bond Amount Limitation" means an amount of Refunding Bonds which does not exceed the principal amount of Bonds To Be Refunded plus the aggregate amount of unmatured interest payable on such Bonds To Be Refunded, to and including the applicable Redemption Date, plus redemption premiums, if any, payable on such Bonds To Be Refunded as of such Redemption Date.
• The Board of Trustees of the Village (herein called the "Board of Trustees"), hereby authorizes the refunding of the Bonds To Be Refunded, and appropriates an amount not to exceed $3,673,000 to accomplish such refunding. The plan of financing said appropriation includes the issuance of the Refunding Bonds in the principal amount of not to exceed $3,673,000 and the levy and collection of a tax upon all the taxable real property within the Village to pay the principal of and interest on said Refunding Bonds as the same shall become due and payable.
• The Bonds To Be Refunded referred to in Section 1 hereof are all or a portion of the Outstanding Bonds issued pursuant to the bond resolution duly adopted by the Board of Trustees on June 13, 2016 and amended April 1, 2021, authorizing the issuance of bonds of the Village to finance the establishment and construction of a sewer system.
• The issuance of the Refunding Bonds will not exceed the Refunding Bond Amount Limitation. The Refunding Bonds shall mature not later than the maximum period of probable usefulness ("PPU") permitted by law at the time of original issuance of the Bonds to be Refunded.
• The aggregate amount of estimated Present Value Savings is set forth in the proposed Refunding Financial Plan attached hereto as Exhibit A, computed in accordance with subdivision two of paragraph b of Section 90.10 of the Law.
• The Refunding Bonds may be sold at public or private sale. If the Bonds are sold at private sale, the Village Treasurer, as the chief fiscal officer of the Village, is hereby authorized to execute a purchase contract on behalf of the Village for the sale of said Refunding Bonds.
• Each of the Refunding Bonds authorized by this resolution shall contain the recital of validity prescribed by Section 52.00 of the Law and said Refunding Bonds shall be general obligations of the Village, payable as to both principal and interest by a general tax upon all the taxable real property within the Village. The faith and credit of the Village are hereby irrevocably pledged to the punctual payment of the principal of and interest on said Refunding Bonds and provision shall be made annually in the budget of the Village for (a) the amortization and redemption of the Refunding Bonds to mature in such year and (b) the payment of interest to be due and payable in such year.
• Subject to the provisions of this resolution and of the Law, and pursuant to the provisions of Section 21.00 of the Law with respect to the issuance of bonds having substantially level or declining annual debt service, and Sections 50.00, 56.00 to 60.00, 90.00, 90.10 and 168.00 of the Law, the powers and duties of the Board of Trustees relative to determining the amount of Bonds To Be Refunded, prescribing the terms, form and contents and as to the sale and issuance of the Refunding Bonds, and executing a tax certificate relative thereto, and as to executing the Official Statement, if any, are hereby delegated to the Village Treasurer, the chief fiscal officer of the Village.
• The validity of the Refunding Bonds authorized by this resolution may be contested only if: (a) such obligations are authorized for an object or purpose for which the Village is not authorized to expend money, or (b) the provisions of law which should be complied with at the date of the publication of such resolution, or a summary thereof, 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 (c) such obligations are authorized in violation of the provisions of the constitution.
• Prior to the issuance of the Refunding Bonds, the Village may, to the extent required by law or determined to be in the best interests of the Village, contract with a bank or trust company located and authorized to do business in New York State, for the purpose of having such bank or trust company act as the Escrow Holder of the proceeds.
• The proceeds, inclusive of any premium, from the sale of the Refunding Bonds, immediately upon receipt may be placed in escrow by the Village with the Escrow Holder in accordance with the Escrow Contract. All moneys held by the Escrow Holder, if invested, shall be invested only in direct obligations of the United States of America.
• That portion of such proceeds from the sale of the Refunding Bonds, together with interest earned thereon, if any, which shall be required for the payment of the principal of and interest on the Bonds To Be Refunded, including any redemption premiums, in accordance with the Refunding Financial Plan, shall be irrevocably committed and pledged to such purpose.
• In accordance with the provisions of Section 53.00 of the Law, the Board of Trustees hereby elects to call in and redeem all or a portion of the Bonds To Be Refunded which are subject to prior redemption according to their terms on the Redemption Date, as shall be determined by the Village Treasurer in accordance with Section 8 hereof.
• This bond resolution shall take effect immediately, and the Village Clerk is hereby authorized to publish the foregoing resolution, in summary, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in the official newspaper of the Village.