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HomeMy WebLinkAbout2003_03_06 Housing Authority Minutes MINUTES OF THE MARCH 6,2003 SPECIAL MEETING OF THE TOWN OF MAMARONECK HOUSING AUTHORITY At a special meeting of the Town of Mamaroneck Housing Authority, Westchester County, New York, held at the Authority's office, Mamaroneck Town Center, 740 Boston Post Road, Mamaroneck,New York, at 8:15 P.M., on the 6th day of March 2003, the following members of the Authority were: PRESENT: Paul A. Winick Richard Cherry Sal Iacono ABSENT: Susan Sidel Mary Carlson C -2- • After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to the issuance and sale of the Authority's proposed Hommocks Park Apartments Revenue (Refunding) Bonds, 2003. The following resolution was duly moved, seconded, discussed and adopted with the following members voting in open session: AYE NAY Paul A. Winick None Richard Cherry Sal Iacono RESOLUTION AUTHORIZING THE ISSUANCE OF THE AUTHORITY'S • HOMMOCKS PARK APARTMENTS REVENUE (REFUNDING) BONDS, 2003 AND THE APPROVAL AND EXECUTION OF RELATED DOCUMENTS WHEREAS, the Town of Mamaroneck Housing Authority, Westchester County, New York, is a municipal housing authority of the State of New York (the"Authority"); and WHEREAS, Article 3 of the Public Housing Law (the "Act") authorizes municipal housing authorities to provide for the construction, financing and refinancing of housing and related facilities; and WHEREAS, by Resolution dated and duly adopted by the Members of the Authority on August 12, 1993, the Members of the Authority determined it to be in the best interest of the Authority to lease a certain parcel of land from the Town of Mamaroneck, Westchester County, New York, and to construct thereon a 54-unit garden style housing facility containing apartments -3- which are affordable for rental by persons and families of low and/or moderate income and authorized the issuance of $4,645,000 Revenue Bonds to the Authority to pay costs of the construction of such housing; and WHEREAS, on August 17, 1993 the Authority issued its $4,645,000 Hommocks Park Apartments Revenue Bonds, 1993 (the"Original Bonds"); and WHEREAS, there are now outstanding $3,840,000 of the Original Bonds, of which $3,720,000, maturing on or after August 1, 2004, are to be refunded (the "Refunded Bonds"); and WHEREAS, a refunding of the Refunded Bonds by the issuance of refunding bonds at current interest rates will result in a present value debt service savings for the Authority and it is desirable and in the public interest for the Authority to refund and call for early redemption the Refunded Bonds, to issue and sell the refunding revenue bonds and to deposit proceeds from the refunding revenue bonds in an escrow account for payment of the Refunded Bonds and to appoint an escrow agent; and WHEREAS, the Authority desires to issue its Hommocks Park Apartments Revenue (Refunding) Bonds, 2002 pursuant to the Act (the "Refunding Bonds"), to refund the Refunded Bonds; and WHEREAS, the Authority has chosen First Albany Corporation (the "Underwriter") to act as underwriter of the Bonds and to underwrite the issuance and sale of the Bonds and to provide certain other investment services in relation thereto; and C Amu_ mommorii -4- WHEREAS, it is now desired to authorize the refunding of the Refunded Bonds, the call • and redemption of the Refunded Bonds on August 1, 2003, the appointment of an escrow agent for the Refunded Bonds to be called for early redemption, and the issuance of the Refunding Bonds, and to approve and authorize the execution of related documents;NOW,THEREFORE, BE IT RESOLVED by the Town of Mamaroneck Housing Authority, Westchester County, New York as follows: Section 1. The Authority hereby finds and determines: (a) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act. (b) It is desirable and in the public interest for the Authority to refund the Refunded Bonds and call the Refunded Bonds maturing August 1, 2004 and thereafter (as specified in the • Resolution hereafter described and approved), to issue and sell the Refunding Bonds, pursuant to a certain Resolution dated the date hereof(the "Resolution"), with Manufacturers and Traders Trust Company acting as fiscal agent therefor (the "Fiscal Agent"), and pursuant to a certain Contract of Purchase (the "Contract of Purchase") by and between the Authority and the Underwriter, and to deposit proceeds from the Refunding Bonds in an escrow account for payment of the Refunded Bonds (the"Escrow Account")and to appoint Manufacturers and Traders Trust Company as escrow agent. Section 2. In consequence of the foregoing, the Authority hereby determines to: (i) refund the Refunded Bonds and call the Refunded Bonds for early redemption on August 1, 2003; (ii) issue and sell the Refunding Bonds pursuant to the Resolution and the Contract of Purchase to the Underwriter; (iii) use the proceeds of the Refunding Bonds as previously described and as s -5- provided in the Resolution, and, specifically, for the primary purpose of funding the Escrow Account; (iv) ratifythe appointment of First AlbanyCorporation as the Underwriter of the Pp 1P Refunding Bonds; (v) appoint Manufacturers and Traders Trust Company as escrow agent (the "Escrow Agent"); (vi) enter into each agreement hereafter identified in this resolution; (vii) execute an Arbitrage Certificate in connection with the issuance of the Refunding Bonds and file a form 8038-G with the Internal Revenue Service; (viii) execute and deliver the Official Statement and authorize and ratify the distribution,publication and use thereof by the Underwriter in the offer and sale of the Refunding Bonds; (ix) execute a Continuing Disclosure Undertaking in connection with the Official Statement; (x) do all other things necessary in connection with the issuance, execution, delivery and sale of the Refunding Bonds and the execution and delivery of the Financing Documents (as hereinafter defined); and (xi) execute such other documents and take such other action as maybe necessary to effectuate the purposes of this resolution. Section 3. The form and substance of the Refunding Bonds (in substantially the form presented to this meeting, a copy of which is attached hereto) are hereby approved. Section 4. The form and substance of the Resolution, (in substantially the form presented to this meeting, a copy of which is attached hereto) are hereby approved, and the adoption of this resolution shall constitute adoption of the Resolution. Section 5. The form and substance of Rider Number Two to the Fiscal Agent Agreement and of the Escrow Contract (in substantially the forms as presented to this meeting, copies of which are attached hereto),by and between the Authority and Manufacturers and Traders Trust Company, Buffalo, New York (the "Fiscal Agent Agreement" and the "Escrow Contract", respectively), are hereby approved. -6- Section 6. The form and substance of the Contract of Purchase (in substantially the Ath form presented to this meeting, a copy of which is attached hereto) are hereby ratified and approved. Section 7. The form and substance of a Preliminary Official Statement of the Authority, dated November 15, 2002, and a Final Official Statement, dated February 25, 2003 (collectively the "Official Statement"),relating to the Refunding Bonds are ratified, confirmed and approved and the execution and delivery of the Final Official Statement and the distribution and use of the Official Statement by the Underwriter in the offer and sale of the Refunding Bonds are hereby authorized and approved. Section 8. The Authority is hereby authorized to issue, execute, sell and deliver the . Refunding Bonds to the Underwriter in the aggregate principal amount, maturing in such years at such amounts, in serial or term form, at the rate of interest and upon such other terms as set forth in the Resolution, which terms are specifically incorporated herein by reference with the same force • and effect as if fully set forth herein;provided that: (a) The Refunding Bonds hereby authorized to be issued, executed and delivered shall be issued, executed and delivered at such time as the Chairman or the Vice-Chairman of the Authority shall determine. (b) The Refunding Bonds shall be issued solely for the purposes previously described. (c) The Refunding Bonds and the interest thereon are not and shall never be a debt of the State of New York or any political subdivision thereof other than the Authority, except, with respect to the Town, pursuant to the Guarantee (as defined in the Resolution), and neither the State of New York nor any political subdivision thereof other than the Authority, and the Town pursuant to the Guarantee, shall be liable thereon. • -7- (d) Neither the members, officers, employees or agents of the Authority, nor any person executing either the Refunding Bonds, the Resolution, the Contract of Purchase or the Official Statement shall be liable thereon or be subject to any personal liability by reason of the issuance, sale, execution, delivery, distribution or use thereof. (e) Notwithstanding any other provision of this resolution, the Authority covenants that it will make no use of the proceeds of the Refunding Bonds or of any other funds which, if such use had been reasonable expected on the date of issue of the Refunding Bonds, would have caused the Refunding Bonds to be "arbitrage bonds" within the meaning of Section 148(f) of the Internal Revenue Code. Section 9. (a) The Chairman or the Vice-Chairman of the Authority are hereby authorized, on behalf of the Authority, to execute, where applicable, and deliver the Resolution, the Contract of Purchase, the Refunding Bonds, the Fiscal Agent Agreement, the Escrow Contract and the Official Statement, all as described above, each of which may contain such insubstantial changes or amendments as shall be thought appropriate by the Chairman or the Vice-Chairman in order to fulfill the obligations of the Authority under the Contract of Purchase (collectively, the "Financing Documents"), and the Secretary of the Authority is hereby authorized to affix the seal of the Authority,where applicable, thereto and to attest the same, all in substantially the forms thereof presented to this meeting, with such changes, variations, omissions and insertions as the Chairman or the Vice-Chairman shall approve. The execution thereof by the Chairman or the Vice-Chairman shall constitute conclusive evidence of such approval. (b) The Chairman or the Vice-Chairman of the Authority are further hereby authorized, on behalf of the Authority, to designate any additional Authorized Representatives of the Authority -8- (as used or defined in and pursuant to the Resolution) to execute, on behalf of the Authority, any II/ Financing Documents. Section 10. The Authority hereby irrevocably instructs the Escrow Agent as provided in Section 9.01 of the Resolution. Section 11. The members, officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required or provided for by the provisions of the Financing Documents, and to execute and deliver all such additional certificates, instruments and documents,pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the member, officer, employee or agent acting, desirable and proper to effect the purposes of this resolution and to cause compliance by the Authority with all of the terms, covenants and provisions of the Financing Documents. 3 Section 12. Each of the documents identified in each Section of this resolution is hereby incorporated in this resolution as if set forth at length herein. Section 13. This resolution shall take effect immediately and the Refunding Bonds are hereby ordered to be issued in accordance with this resolution. • STATE OF NEW YORK ) ) ss.: COUNTY OF WESTCHESTER ) I,the undersigned Chairman of the Town of Mamaroneck Housing Authority,Westchester County,New York,DO HEREBY CERTIFY: That these are the true and complete minutes of the meeting of the Town of Mamaroneck Housing Authority,Westchester County,New York,including the resolution contained therein,held on March 6,2003,with the original thereof on file in my office. I FURTHER CERTIFY that all members of said Authority had due notice of said meeting. I FURTHER CERTIFY that, pursuant to Section 103 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public. I FURTHER CERTIFY that on March 5, 2003,PRIOR to the time of said meeting, I duly caused a public notice of the time and place of said meeting to be given on March 5, 2003 via facsimile to the following newspapers and/or other news media as follows: Newspaper and/or other news media Radio Station WFAS 365 Secor Road Hartsdale, NY 10530 News Room WVOX 1 Broadcast Plaza New Rochelle,NY 10801 Attn: Matt Murphy The Journal News 1 Gannett Drive White Plains,NY 10604 Attn: Hema Easley Louise Montclaire, Editor Soundview News 40 Larkin Plaza Yonkers,NY 10701 5201851 • -2- Jeff Montanero 1520 Raleigh Road Mamaroneck,NY 10543 LMC-TV 1 Library Lane Mamaroneck,NY 10543 Carol Carozza 3 Robbins Nest Lane Larchmont,NY 10538 Robert Sternbach 14 Rockland Ave. Larchmont,NY 10538 Michael Moritz Sound&Town Report 27 White Oak St. New Rochelle,NY 10801 Janine Rose News 12 Westchester 6 Executive Plaza • Yonkers,NY 10701 Michelle Lee The Journal News One Gannett Drive White Plains,NY 10604 Paul Schwendener 27 Edgewood Ave. Larchmont,NY 10538 M. Paul Redd. Sr. Westchester County Press P.O.Box 152 White Plains,NY 10602 Michael Dandry Sound View News 453 North Terrace Ave. Mt. Vernon,NY 10552 • 520185v1 t• -3- I FURTHER CERTIFY that on March 5, 2003,PRIOR to the time of said meeting, I duly caused public notice of the time and place of said meeting to be conspicuously posted on the bulletin board customarily used for the posting of official public notices at Mamaroneck Town Center, 740 West Boston Post Road, Mamaroneck, NY, and that a copy of the form of Notice sent to Housing Authority members and the media outlets and posted at Town Center, as described above, is annexed hereto. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Authority on March 7,2003. -.411111S111111bkL•"'"is.---__ ' -\14411% Paul A.Winick Chairman (CORPORATE SEAL) • C 520185v1