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Special Meeting
Board of Trustees
November 16, 2009
7:00 p.m.
A Special Meeting of the Board of Trustees of the Village of Briarcliff Manor, New York was held in the Village of Briarcliff Manor Village Hall, 1111 Pleasantville Road, Briarcliff Manor, New York on the 16th day of November, 2009 commencing at 7:00 p.m.
Present
William Vescio, Mayor
David Venditti, Deputy Mayor
Robert Mayer, Trustee
Lori Sullivan, Trustee
Also Present
Philip Zegarelli, Village Manager
Christine Dennett, Village Clerk
Clinton Smith, Village Counsel
Absent
Gayle Waxenberg, Trustee
Mayor Vescio called the Special Meeting to order at 7:00pm.
PROJECT FINANCE AGREEMENT WITH NEW YORK STATE ENVIRONMENTAL FACILITIES CORPORATION (EFC)
Upon motion by Trustee Mayer, seconded by Deputy Mayor Venditti, the Board voted unanimously to open the meeting.
The Board had no comments on the resolution.
Village Attorney Smith stated approval of the resolution was a housekeeping measure.
Trustee Mayer made a motion, seconded by Deputy Mayor Venditti to adopt the following resolution to ratify, approve and confirm the terms, form and content of general obligations of the Village of Briarcliff Manor (the “Village”) to be sold and issued to the New York State Environmental Facilities Corporation and to authorize execution of a Project Finance Agreement between the Village and the Environmental Facilities Corporation.
WHEREAS, the Board of Trustees of the Village adopted serial bonds resolutions on May 18, 2006, June 21, 2007, October 2, 2008 and February 19, 2009 authorizing in the aggregate $28,277,800 serial bonds of the Village to finance the cost of the acquisition, construction and reconstruction of improvements to the Village water system (collectively, the “Bond Resolutions”); and
WHEREAS, each of the Bond Resolutions contains a section stating:
Subject to the terms and conditions of this bond resolution and the Local Finance Law, including the provisions of Sections 21.00, 30.00, 50.00 and 56.00 to 60.00, inclusive, the power to authorize serial bonds authorized herein and bond anticipation notes issued in anticipation of the issuance of such serial bonds, including the renewal of such bond anticipation notes, and the power to prescribe the terms, form and contents of such serial bonds and such bond anticipation notes, and the power to issue, sell and deliver such serial bonds and such bond anticipation notes, are hereby delegated to the Village Treasurer, as the chief fiscal officer of the Village; and
WHEREAS, the New York State Environmental Facilities Corporation (the “EFC”) has selected said acquisition, construction and reconstruction of improvements to the Village water system for financing through the Drinking Water State Revolving Fund under the New York State Environmental Facilities Corporation Act, Chapter 413 of the Laws of New York of 1996, and the American Recovery and Reinvestment Act of 2009 pursuant to the terms and conditions set forth in a certain proposed Project Finance Agreement between the Village and the EFC (the “Project Finance Agreement”); and
WHEREAS, each member of the Board of Trustees of the Village has been afforded an opportunity to conduct due diligence into the proposed Project Finance Agreement, including the representations and warranties, covenants, exhibits, and other terms and conditions thereof, and the proposed issuance of the Village’s $18,799,238 aggregate principal amount bond anticipation notes, to be issued under the authority of each of the Bond Resolutions, dated November 19, 2009, maturing November 19, 2012, bearing interest at the rate of zero per centum (0%) per annum, sold to the EFC at private sale (the “Note”), and referred to by EFC as the E.F.C. Drinking Water Facility Note - 2009A for DWSRF Project Nos. 16013 and 16013-70 (Westchester County)
NOW, THEREFORE, be it resolved by the Board of Trustees of the Village of Briarcliff Manor, New York, as follows:
1. Supplementing, but not otherwise affecting the Bond Resolutions, the Board of Trustees hereby authorizes execution and delivery of the Project Finance Agreement, issuance and delivery to the EFC of the Note, and receipt of the financing proceeds from the EFC.
2. In connection with the issuance of the Note, the Board of Trustees hereby ratifies, approves and confirms the powers so delegated to the Village Treasurer, as chief fiscal officer of the Village, in each of the Bond Resolutions.
3. The Mayor, Village Manager, and Village Treasurer are authorized and directed to take any action consistent with his or her powers and necessary or appropriate to implement this resolution and the Village’s performance under the Project Finance Agreement and the Note.
4. This resolution shall take effect immediately.
Upon motion by Trustee Sullivan, seconded by, Deputy Mayor Venditti, the Board voted unanimously to close the Special Meeting at 7:10pm.
Respectfully submitted,
Christine Dennett, Village Clerk
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