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HomeMy WebLinkAbout2017_11_28 Town Board Minutes November 28, 2017 MINUTES OF THE SPECIAL MEETING OF THE TOWN BOARD OF THE TOWN OF MAMARONECK HELD ON NOVEMBER 28, 2017, BEGINNING AT 5:00PM AT THE VETERANS OF FOREIGN WARS BUILDING, 1288 BOSTON POST ROAD, LARCHMONT, NEW YORK PRESENT: Supervisor Nancy Seligson Councilman Ernest C. Odierna Councilwoman Abby Katz Councilwoman Jaine Elkind Eney Councilman Thomas A. Murphy – attended the meeting beginning at 6:30 pm ALSO PRESENT: Christina Battalia, Town Clerk Stephen V. Altieri, Town Administrator Connie Green O’Donnell, Assistant Town Administrator William Maker, Jr., Town Attorney CALL TO ORDER - WORK SESSION On motion of Councilwoman Katz, seconded by Councilman Odierna, the Meeting was unanimously opened at 5:00PM. 2017 Capital Projects Status Report The Town Board reviewed the status report dated November 19, 2017 and an addendum report dated November 28, 2017 prepared by Mr. Altieri. Of note were five new items in Mr. Altieri’s addendum that the Town Board discussed adding to the 2018 schedule. 2018 Capital Project Report The Town Board reviewed the Capital Project Report dated November 22, 2017. A final schedule will be prepared for Town Board approval. On motion of Councilman Murphy, seconded by Councilwoman Katz, the Board unanimously agreed to enter into an Executive Session to discuss a lease agreement with LMC-TV. EXECUTIVE SESSION Lease Agreement LMC-TV On motion of Councilwoman Katz, seconded by Councilman Murphy, the Board unanimously agreed to resume the Meeting. Advance Refunding Bond Resolution Mr. Altieri explained that one of the proposed federal tax code amendments “most effecting local governments is the potential loss of tax exempt status for advanced bond refinancing (the refunding of older bonds in order to lower interest costs).” After discussing this with the Town’s Bond Counsel and Financial Advisers, the Town Administrator and Town Comptroller are recommending that the Town Board approve a refund bond resolution at this time. REFUNDING BOND RESOLUTION At a special meeting of the Town Board of the Town of Mamaroneck, Westchester County, New York, held at the Veterans of Foreign Wars Building, 1288 Boston Post Road, Larchmont, New York, in said Town, on November 28, 2017, at 5:00 o’clock P.M., Prevailing Time. 1 November 28, 2017 The meeting was called to order by Supervisor Seligson, and upon roll being called, the following were PRESENT: Supervisor Nancy Seligson Councilman Ernest C. Odierna Councilwoman Abby Katz Councilwoman Jaine Elkind Eney Councilman Thomas A. Murphy ABSENT: None The following resolution was offered by Councilwoman Elkind Eney, who moved its adoption, seconded by Councilman Murphy, to-wit: REFUNDING BOND RESOLUTION DATED NOVEMBER 28, 2017. 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 MAMARONECK, WESTCHESTER COUNTY, NEW YORK, TO BE DESIGNATED SUBSTANTIALLY “PUBLIC IMPROVEMENT 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 Mamaroneck, Westchester County, New York (hereinafter, the “Town”) heretofore issued an aggregate $3,378,000 Various Purposes (Serial) Bonds, 2007, pursuant to various bond resolutions to pay the cost of various Town purposes, such Various Purposes (Serial) Bonds, 2007, being dated September 15, 2007 and maturing or matured on September 15 annually (the “2007 Bonds”); and WHEREAS, the Town heretofore issued an aggregate principal amount of $4,170,000 Various Purposes (Serial) Bonds, 2009, pursuant to various bond resolutions to pay the cost of various Town purposes, such Various Purposes (Serial) Bonds, 2009, being dated March 1, 2009 and maturing or matured on March 1 annually (the “2009 Bonds”); and WHEREAS, the Town heretofore issued an aggregate principal amount of $3,320,000 Various Purposes (Serial) Bonds, 2010, pursuant to various bond resolutions to pay the cost of various Town purposes, such Various Purposes (Serial) Bonds, 2010, being dated October 1, 2010 and maturing or matured on October 1 annually (the “2010 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 $2,050,000 outstanding principal balance of the 2007 Bonds maturing in 2018 and thereafter (the “2007 Refunded Bonds”), the $2,470,000 outstanding principal balance of the 2009 Bonds maturing in 2020 and thereafter (the “2009 Refunded Bonds”), and the $2,275,000 outstanding principal balance of the 2010 Bonds maturing in 2019 and thereafter (the “2010 Refunded Bonds”, together with the 2007 and 2009 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 Mamaroneck, Westchester County, New York, as follows: Section 1. For the object or purpose of refunding the outstanding aggregate $6,795,000 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 2 November 28, 2017 be issued not exceeding $8,000,000 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 $7,130,000, 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 “REFUNDING SERIAL BOND” or “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-17 (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; 3 November 28, 2017 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 $7,130,000, 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 her 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. 4 November 28, 2017 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 Supervisor 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 Mamaroneck, Westchester 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 an underwriter to be determined by the Supervisor (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 to the winning purchaser by competitive bid 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 5 November 28, 2017 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 with 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: November 28, 2017. The foregoing resolution was duly put to a vote which resulted as follows: Councilman Murphy Aye Councilwoman Elkind Eney Aye Councilwoman Katz Aye Councilman Odierna Aye Supervisor Seligson Aye The resolution was thereupon declared duly adopted. ADJOURNMENT On motion of Councilwoman Katz, seconded by Councilwoman Elkind Eney, the meeting was unanimously adjourned at 8:00 PM. ________________________________ Submitted by Christina Battalia, Town Clerk 6