AMENDATORY BOND RESOLUTION OF THE TOWN BOARD OF THE TOWN OF WEBSTER, MONROE COUNTY, NEW YORK (THE “TOWN”), AMENDING AND RESTATING THE BOND RESOLUTION DATED SEPTEMBER 16, 2021, AS PREVIOUSLY AMENDED BY RESOLUTIONS DATED SEPTEMBER 8, 2022 AND JULY 27, 2023, RELATING TO THE AUTHORIZATION OF THE ISSUANCE OF UP TO $87,300,000 IN SERIAL BONDS OF THE TOWN TO UNDERTAKE CERTAIN IMPROVEMENTS TO THE TOWN OF WEBSTER CONSOLIDATED SEWER DISTRICT CONSISTING OF THE WATER POLLUTION CONTROL FACILITY ASSET RENEWAL PROJECT AND WATER RESOURCE RECOVERY FACILITY IMPROVEMENTS WHEREAS, by Resolution No. 259 of 2021 adopted on September 16, 2021, the Town Board of the Town of Webster, Monroe County, New York (the “Town”), adopted an order determining that it was in the Town’s public interest to authorize certain improvements to the Town of Webster Consolidated Sewer District that encompasses the Town of Webster (the “Town”) exclusive of the Village of Webster (the “District”), such improvements consisting of the Water Pollution Control Facility Asset Renewal Project and Water Resource Recovery Facility Improvements, as set forth and described in a certain engineering report as prepared by Barton & Loguidice (the “Engineer”), dated July 2021, and on file in the Office of the Town Clerk (the “Project”), at an estimated maximum cost of $30,998,000, all in accordance with Section 202-b of the Town Law; and WHEREAS, prior thereto, by Resolution No. 249 of 2021 adopted on September 2, 2021, the Town Board determined pursuant to the State Environmental Quality Review Act and the regulations of the Department of Environmental Conservation promulgated thereunder (6 NYCRR Part 617.5(c)) (collectively, “SEQRA”), that the Project constitutes a “Type I” action under SEQRA, and based on its coordinated review determined that the Project will result in no significant impacts and, therefore, (a) the action is not one which “may include the potential for at least one significant adverse environmental impact”, (b) “there will be no significant adverse environmental impacts”, (c) no “environmental impact statement” need be prepared, as such quoted terms are defined in SEQRA, and (d) such determination constitutes a negative declaration for purposes of SEQRA; and WHEREAS, on September 16, 2021, at a regular meeting of the Town Board held on such date, the Town Board adopted a Bond Resolution authorizing the issuance of $30,998,000 in serial bonds of the Town to finance the cost of the Project with a maximum cost not to exceed $30,998,000 (the “Original Bond Resolution”); and WHEREAS, in 2022, the Engineer informed the Town that due to a significant rise in the costs of materials and labor, the estimated maximum cost of the Project shall need to be increased, along with the amount of any serial bonds authorized to be issued in connection therewith, by $13,342,000 to a total of $44,340,000, all as is more particularly described in a certain report prepared by Engineer entitled “Basis of Design Report – Walter W. Bradley Water Pollution Control Facility Improvements Project – Phase 2”, dated July 2022, said report being on file and available for review at the Town Clerk’s Office; and
Bond Resolution
WHEREAS, by Resolution No. 263 of 2022 adopted on September 8, 2022, immediately following a Public Hearing, the Town Board adopted an order determining that it was in the Town’s public interest to undertake the Project at the increased maximum cost of $44,340,000; and WHEREAS, by Resolution No. 264 of 2022, its Amendatory Bond Resolution adopted on September 8, 2022 (the “2022 Amending Bond Resolution”), the Town Board amended and restated the Original Bond Resolution in its entirety so as to (i) increase the maximum estimated cost of the Project from $30,998,000 to $44,340,000; (ii) appropriate said increased amount; (iii) increase the amount of bonds authorized thereunder to finance the cost of the Project from $30,998,000 to $44,340,000; and (iv) restate the plan of finance set forth therein; and WHEREAS, in 2023, due to certain revisions to the Project, along with a significant rise in the costs of materials and labor, the Engineer informed the Town that the estimated maximum cost of the Project shall need to be increased by $37,160,000 to a total of $81,500,000, all as is more particularly described in a certain report prepared by Engineer entitled “Preliminary Engineering Report Addendum #2 – Webster Water Resource Recovery Facility Improvements Project”, dated June 2023, said report being on file and available for review at the Town Clerk’s Office; and WHEREAS, by Resolution No. 253 of 2023, adopted on July 20, 2023, the Town Board adopted a SEQR Resolution in connection with such additional revisions to the Project and determined that the Project, as revised, constitutes a “Type I” action under SEQRA, and based on its coordinated review determined that the Project, as revised, will result in no significant impacts and, therefore, (a) the action is not one which “may include the potential for at least one significant adverse environmental impact”, (b) “there will be no significant adverse environmental impacts”, (c) no “environmental impact statement” need be prepared, as such quoted terms are defined in SEQRA, and (d) such determination constitutes a negative declaration for purposes of SEQRA; and WHEREAS, by Resolution No. 263 of 2023 adopted on July 27, 2023, immediately following a Public Hearing, the Town Board adopted an order determining that it was in the Town’s public interest to undertake the Project at the increased maximum cost of $81,500,000; and WHEREAS, by Resolution No. 264 of 2023, an Amendatory Bond Resolution adopted on July 27, 2023 (the “2023 Amending Bond Resolution”), the Town Board amended and restated the Original Bond Resolution in its entirety so as to (i) increase the maximum estimated cost of the Project from $44,340,000 to $81,500,000; (ii) appropriate said increased amount; (iii) increase the amount of bonds authorized thereunder to finance the cost of the Project from $44,340,000 to $81,500,000; and (iv) restate the plan of finance set forth therein; and WHEREAS, the Town has now learned that, due to increases in certain construction related costs and the receipt of additional grants for the Project, the estimated maximum cost of the Project has increased from $81,500,000 to $87,300,000, all as further described in an amended engineering report prepared by the Engineer and on file with the Town Clerk; and 2 Bond Resolution
WHEREAS, on September 5, 2024, immediately following a duly called Public Hearing held on September 5, 2024, the Town adopted an order which determined that it was in the Town’s public interest to undertake the Project at a maximum cost of $87,300,000; and WHEREAS, the Town Board of the Town now wishes to amend and restate (in its entirety) the Original Bond Resolution. as amended by the 2022 Amending Resolution, and as further amended by the 2023 Amending Resolution, for the reasons identified above, and to make other modifications to the Original Bond Resolution, as may be consistent with law; and NOW THEREFORE, THE TOWN BOARD OF THE TOWN OF WEBSTER, MONROE COUNTY, NEW YORK HEREBY RESOLVES (by the affirmative vote of not less than two-thirds of all the members of such body), TO AMEND AND RESTATE THE ORIGINAL BOND RESOLUTION, IN ITS ENTIRETY TO READ AS FOLLOWS: AMENDATORY BOND RESOLUTION OF THE TOWN BOARD OF THE TOWN OF WEBSTER, MONROE COUNTY, NEW YORK (THE “TOWN”), AMENDING AND RESTATING THE BOND RESOLUTION DATED SEPTEMBER 16, 2021 AS PREVIOUSLY AMENDED BY A RESOLUTION DATED SEPTEMBER 8, 2022 AND JULY 27, 2023, RELATING TO THE AUTHORIZATION OF THE ISSUANCE OF UP TO $87,300,000 IN SERIAL BONDS OF THE TOWN TO UNDERTAKE CERTAIN IMPROVEMENTS TO THE TOWN OF WEBSTER CONSOLIDATED SEWER DISTRICT CONSISTING OF THE WATER POLLUTION CONTROL FACILITY ASSET RENEWAL PROJECT AND WATER RESOURCE RECOVERY FACILITY IMPROVEMENTS THE TOWN BOARD OF THE TOWN OF WEBSTER, MONROE COUNTY, NEW YORK HEREBY RESOLVES (by the affirmative vote of not less than two-thirds of all the members of such body), AS FOLLOWS: SECTION 1. The Town is hereby authorized to issue up to $87,300,000 principal amount of serial bonds (including, without limitation, statutory installment bonds) pursuant to the provisions of the Local Finance Law of the State of New York, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the “Law”) to finance the Project, as hereinabove described. SECTION 2. It is hereby determined that the maximum estimated cost of the aforementioned specific object or purpose is $87,300,000, said amount is hereby appropriated therefor and the plan for the financing thereof shall consist of (i) the issuance of up to $81,500,000 in serial bonds of the Town authorized to be issued pursuant to Section 1 of this resolution, or Bond Anticipation Notes issued in anticipation of such serial bonds, (ii) the application of any grant monies received by the Town from the United States of America or the State of New York with respect to the Project, and (iii) the assessment, levy and collection of assessments upon the benefited properties within the District; and, to the extent necessary, the 3 Bond Resolution
levy and collection of taxes on all taxable real property of the Town to pay the principal of such bonds or notes and the interest thereon as the same become due and payable. SECTION 3. It is hereby determined that the period of probable usefulness for the aforementioned specific object or purpose is forty (40) years, pursuant to subdivision 4 of Paragraph a. of Section 11.00 of the Law. SECTION 4. The final maturity of the bonds herein authorized to be issued pursuant to Section 1 of this Resolution shall be in excess of five (5) years measured from the date of issuance of the first serial bond or Bond Anticipation Note issued. Notwithstanding the foregoing, pursuant to Section 35.00(b) of the Law this Resolution is not subject to permissive referendum because the bonds herein authorized to be issued are for a district improvement authorized under Articles 12 or 12-A of the Town Law of the State of New York. SECTION 5. The temporary use of available funds of the Town, not immediately required for the purpose or purposes for which the same were borrowed, raised or otherwise created, is hereby authorized pursuant to Section 165.10 of the Law, for the capital purposes described in this Resolution. The Town shall reimburse such expenditures with the proceeds of the bonds or Bond Anticipation Notes authorized by Section 1 of this Resolution. This Resolution shall constitute a declaration of “official intent” to reimburse the expenditures authorized by Section 1 hereof with the proceeds of the bonds and Bond Anticipation Notes authorized herein, as required by United States Treasury Regulations Section 1.150-2. SECTION 6. Each of the serial bonds authorized by this Resolution and any Bond Anticipation Notes issued in anticipation of said bonds shall contain the recital of validity prescribed by Section 52.00 of the Law and said serial bonds and any Bond Anticipation Notes issued in anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by a general tax upon all the real property within the Town without legal or constitutional limitation as to rate or amount. The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the principal and interest on said serial bonds and Bond Anticipation Notes and provisions shall be made annually in the budget of the Town by appropriation for (a) the amortization and redemption of the bonds and Bond Anticipation Notes to mature in such year and (b) the payment of interest to be due and payable in such year. SECTION 7. Subject to the provisions of this Resolution and of the Law, pursuant to the provisions of Section 30.00 relative to the authorization of the issuance of Bond Anticipation Notes or the renewals of said obligations and of Section 21.00, Section 50.00, Section 54.90, Sections 56.00 through 60.00 and Sections 62.10 and 63.00 of the Law, the powers and duties of the Town Board relative to authorizing serial bonds and Bond Anticipation Notes and prescribing terms, form and contents as to the sale and issuance of bonds herein authorized, including without limitation the determination of whether to issue bonds having substantially level or declining debt service and all matters relating thereto, and of any Bond Anticipation Notes issued in anticipation of said bonds, and the renewals of said Bond Anticipation Notes, are hereby delegated to the Supervisor of the Town, the chief fiscal officer of the Town (the “Supervisor”). Further, in connection with bonds and Bond Anticipation Notes issued under the authority of Section 1 hereof, the power to contract with and sell bonds and Bond Anticipation 4 Bond Resolution
Notes to the New York State Environmental Facilities Corporation pursuant to Section 169.00 of the Law and to approve the terms, form and content of such bonds and Bond Anticipation Notes, consistent with the provisions of the Law, is hereby delegated to the Town Supervisor. Further, pursuant to Subdivision b. of Section 11.00 of the Law, in the event that bonds to be issued for the object or purpose authorized by this Resolution are combined for sale, pursuant to Subdivision c. of Section 57.00 of the Law, with bonds to be issued for one or more objects or purposes authorized by other Resolutions of this Town Board, then the power of the Town Board to determine the “weighted average period of probable usefulness” (within the meaning of Subdivision a. of Section 11.00 of the Law) for such combined objects or purposes is hereby delegated to the Supervisor, as the chief fiscal officer of the Town. SECTION 8. The Town Supervisor is hereby further authorized, at his sole discretion, to execute a project financing and loan agreement, and any other agreements with the New York State Department of Environmental Conservation and/or the New York State Environmental Facilities Corporation, including amendments thereto, and including any instruments (or amendments thereto) in the effectuation thereof, in order to effect the financing or refinancing of the specific object or purpose described in Section 1 hereof, or a portion thereof, by a serial bond, and, or a Bond Anticipation Note issue in the event of the sale of same to the New York State Environmental Facilities Corporation. SECTION 9. The Supervisor of the Town is hereby 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 designate the bonds authorized by this Resolution and any notes issued in anticipating thereof, if applicable, as “qualified taxexempt obligations” in accordance with Section 265(b)(3)(B)(i) of the Code. SECTION 10. The Supervisor is further authorized to enter into continuing disclosure undertakings with or for the benefit of the initial purchaser of the bonds or notes 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 11. The intent of this resolution is to give the Supervisor sufficient authority to execute those applications, agreements and instruments, or to do any similar acts necessary to effect the issuance of the aforesaid serial bonds or Bond Anticipation Notes without resorting to further action of this Town Board. SECTION 12. The validity of the bonds authorized by this Resolution and of any Bond Anticipation Notes issued in anticipation of said bonds may be contested only if: (a) such obligations are authorized for an object or purpose for which the Town 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 are not substantially complied with, 5 Bond Resolution
and an action, suit or proceeding contesting such validity is commenced within twenty (20) days after the date of such publication; or (c) such obligations are authorized in violation of the provisions of the Constitution. SECTION 13. This Resolution shall take effect immediately and the Town Clerk is hereby authorized and directed to cause a copy of this Resolution, or a summary thereof, to be published in full, together with a notice attached in substantially the form as prescribed in Section 81.00 of the Law, in the official newspaper(s) of the Town for such purpose. The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: AYES:
NAYS:
Tom Flaherty, Town Supervisor Patricia Cataldi, Deputy Supervisor Jennifer Wright John Cahill Ginny Nguyen The resolution was thereupon declared duly adopted by a vote of ____ ayes and ____ nays. Dated: September 5, 2024
6 Bond Resolution
STATE OF NEW YORK COUNTY OF MONROE
) ) ss.:
I, the undersigned Town Clerk of the Town of Webster, Monroe County, New York (the “Town”), DO HEREBY CERTIFY as follows: 1. I am the duly qualified and acting Town Clerk of the Town and the custodian of the records of the Town, including the minutes of the proceedings of the Town Board, and am duly authorized to execute this certificate. 2. A regular meeting of the Town Board of the Town was held on September 5, 2024, and attached hereto is a true and correct copy of a resolution duly adopted at such meeting and entitled: AMENDATORY BOND RESOLUTION OF THE TOWN BOARD OF THE TOWN OF WEBSTER, MONROE COUNTY, NEW YORK (THE “TOWN”), AMENDING AND RESTATING THE BOND RESOLUTION DATED SEPTEMBER 16, 2021 AS PREVIOUSLY AMENDED BY A RESOLUTION DATED SEPTEMBER 8, 2022 AND JULY 27, 2023, RELATING TO THE AUTHORIZATION OF THE ISSUANCE OF UP TO $87,300,000 IN SERIAL BONDS OF THE TOWN TO UNDERTAKE CERTAIN IMPROVEMENTS TO THE TOWN OF WEBSTER CONSOLIDATED SEWER DISTRICT CONSISTING OF THE WATER POLLUTION CONTROL FACILITY ASSET RENEWAL PROJECT AND WATER RESOURCE RECOVERY FACILITY IMPROVEMENTS
3. That said meeting was duly convened and held and that said resolution was duly adopted in all respects in accordance with the law and 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’s of the Town Board) voted in the proper manner for the adoption of the resolution. All other requirements and proceedings under the law, said regulations, or otherwise, incident to said meeting and the adoption of the resolution, including the publication, if required by law, have been duly fulfilled, carried out and otherwise observed. 4. Public Notice of the time and place of said Meeting was duly posted and duly given to the public and the news media in accordance with the Open Meetings Law, constituting Chapter 511 of the Laws of 1976 of the State of New York, and that all members of said Town Board had due notice of said Meeting and that the Meeting was in all respects duly held and a quorum was present and acted throughout. 5. 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.
Certification Page
IN WITNESS WHEREOF, I have hereunto set my hand and have hereunto affixed the corporate seal of the Town of Webster as of this 5th day of September, 2024. TOWN OF WEBSTER
[SEAL]
Danene Marr, Town Clerk
Certification Page
Estoppel Notice