1. Resolution No. 11

Authorizing The Issuance Pursuant To Section 90.00 And/Or Section 90.10 Of The Local Finance Law Of Refunding Bonds Of The County Of Ulster, New York, To Be Designated Substantially “Public Improvement (Serial) Bonds”, And Providing For Other Matters In Relation Thereto And The Payment Of The Bonds To Be Refunded Thereby

Resolution Information

Status: 
Adopted

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Majority Leader Gregorius and Minority Leader Ronk offer the following:

WHEREAS, the County of Ulster, New York (hereinafter, the “County”)

heretofore issued an aggregate $4,706,331 Public Improvement (Serial) Bonds, 2006,

pursuant to various bond resolutions to pay the cost of various County purposes, such

Public Improvement (Serial) Bonds, 2006, being dated November 15, 2006 and

maturing or matured on November 15 annually (the “2006 Bonds”); and

WHEREAS, the County heretofore issued an aggregate principal amount of

$4,438,340 Public Improvement (Serial) Bonds, 2007, pursuant to various bond

resolutions to pay the cost of various County purposes, such Public Improvement

(Serial) Bonds, 2007, being dated November 15, 2007 and maturing or matured on

November 15 annually (the “2007 Bonds”); and

WHEREAS, the County heretofore issued an aggregate principal amount of

$2,954,923 Public Improvement (Serial) Bonds, 2008, pursuant to various bond

resolutions to pay the cost of various County purposes, such Public Improvement

(Serial) Bonds, 2008, being dated November 15, 2008 and maturing or matured on

November 15 annually (the “2008 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 $2,225,000 outstanding principal balance of the 2006

Bonds maturing in 2016 and thereafter (the “2006 Refunded Bonds”), the $2,115,000

outstanding principal balance of the 2007 Bonds maturing in 2017 and thereafter (the

“2007 Refunded Bonds”), and the $1,425,000 outstanding principal balance of the

2008 Bonds maturing in 2018 and thereafter (the “2008 Refunded Bonds”, together

with the 2006 Refunded Bonds and the 2007 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 County Legislature of the County of Ulster, New York,

as follows:

Section 1. For the object or purpose of refunding the outstanding aggregate

$5,765,000 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 be issued not exceeding $6,225,000 refunding bonds of the County

pursuant to the provisions of Section 90.00 or Section 90.10 of the Local Finance

Law (the “County Refunding Bonds” or the “Refunding Bonds”), it being anticipated

that the amount of Refunding Bonds actually to be issued will be approximately

$5,555,000, 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 County Refunding Bonds shall each be designated

substantially “PUBLIC IMPROVEMENT (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 15 (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 Commissioner of Finance 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 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 Commissioner of Finance 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

County by lot in any customary manner of selection as determined by the

Commissioner of Finance.

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 County 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 Commissioner of Finance 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 County 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 Commissioner of Finance

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 Commissioner of Finance as

fiscal agent of the County 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 Commissioner of Finance, as chief fiscal officer of the County, 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 County, 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 County, regardless of whether the

Refunding Bonds are initially issued in certificated or non certificated form;

provided, however, that the Commissioner of Finance is also hereby authorized to act

as the Fiscal Agent in connection with the Refunding Bonds if said Refunding Bonds

are issued in non-certificated form.

The Commissioner of Finance is hereby further delegated all powers of this County

Legislature 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 County by the manual or

facsimile signature of the Commissioner of Finance, 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 j of Section 90.10 of the Local Finance Law

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 Commissioner of

Finance shall determine. It is hereby determined that it is to the financial advantage

of the County 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 c of Section 90.10 of the Local Finance Law;

(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 $5,555,000,

and that the Refunding Bonds will mature, be of such terms, and bear interest as set

forth in said Exhibit B. This County Legislature 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

County 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 Commissioner of Finance 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 Commissioner of Finance; provided, that the

terms of the Refunding Bonds to be issued, including the rate or rates of interest 

borne thereby, shall comply with the applicable requirements of Section 90.10 of the

Local Finance Law. The Commissioner of Finance shall file a copy of his

certificates determining the details of the Refunding Bonds and the final Refunding

Financial Plan with the Clerk of the County Legislature not later than ten (10) days

after the delivery of the Refunding Bonds, as herein provided.

Section 5. The Commissioner of Finance 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 Commissioner of Finance 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 County of Ulster, 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 County 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 County 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 County

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 County 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

County hereby elects to call in and redeem each respective series of Refunded Bonds

which the Commissioner of Finance 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 County 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 Roosevelt & Cross Inc. (the “Underwriter”) for purchase prices to be

determined by the Commissioner of Finance, 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 Commissioner of Finance, is hereby

authorized to execute and deliver a purchase contract for the Refunding Bonds in the

name and on behalf of the County 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 Commissioner of Finance to

the Underwriter or purchaser in accordance with said purchase contract upon the

receipt by the County of said purchase price, including accrued interest.

Section 11. The Commissioner of Finance and all other officers, employees and

agents of the County are hereby authorized and directed for and on behalf of the

County 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 Commissioner of Finance and all powers in

connection thereof are hereby delegated to the Commissioner of Finance.

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

County 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 County, together with a notice of the

County Clerk in substantially the form provided in Section 81.00 of the Local

Finance Law,

and move its adoption.

 ADOPTED BY THE FOLLOWING VOTE:

 

 AYES: 21 NOES: 0

 (Legislator John Parete left Chambers at

 8:48 PM, and returned at 8:50 PM)

 (Absent: Legislator Gerentine)

 

Passed Committee: Committee of the Whole on January 7, 2015

FINANCIAL IMPACT:

UNDETERMINED SAVINGS

STATE OF NEW YORK

 ss:

COUNTY OF ULSTER

I, the undersigned Clerk of the Legislature of the County of Ulster, hereby certify that the foregoing resolution is

the original resolution adopted by the Ulster County Legislature on the 7th Day of January in the year Two Thousand and

Fifteen, and said resolution shall remain on file in the office of said clerk.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the County of Ulster this 9th Day of January

in the year Two Thousand and Fifteen.

|s| Victoria A. Fabella

Victoria A. Fabella, Clerk

Ulster County Legislature

Submitted to the County Executive this Approved by the County Executive this

12th Day of January, 2015. 16th Day of January, 2015.

|s| Victoria A. Fabella |s| Michael P. Hein

Victoria A. Fabella, Clerk Michael P. Hein, County Executive

Ulster County Legislature

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Updated: January 14, 2019