Special Town Board Meeting held June 24

Special Town Board Meeting held June 24, 2009 at 6:20 P.M. at the Town Hall in Schroon Lake N.Y.

Present:

Town Supervisor: Cathy Moses

Councilpersons: Roger Friedman, Ed Haroff , Clara Phibbs and Mark Whitney

Sewage Treatment Plant Operator: Jim Roblee

Deputy Town Clerk: Betsi Calhoun

Also Present: See attached

Supervisor Moses presented a request for Facility use by the SLCS Class of 2011 under the supervision of Dennis Root, Shop teacher and Class Sponsor. The class wants to set up a Concession Stand at the Community Square Dances on Wednesday evenings (July – August). They will need an electrical outlet.

Resolution #147 Class of 2011 Facility Request Form

Supervisor Moses moved a resolution to allow the Class of 2011 to have a concession stand at the Square Dances with proof of insurance coverage, seconded by Councilman Haroff; carried.

Clough Harbour updates regarding the Schroon Lake Airport Safety Improvements

Drafts were presented by Paul MacDonald of the FAA. Document included with these notes, with noted changes. He presented the FAA safety improvements needed. He stated there was a very short deadline for getting a bid in (July 15) for existing funds available. The Schroon Airport presently needs both a stand of trees cleared as well as rock removal. He feels if we do the tree project first in 2010, we may be able to scale back the rock removal project and subsequent costs. Paul asked if we can get all bids for tree removal in and available to the FAA by July 15^th. We can also call some specific loggers known to the Town. Plans and specs for the bidders need to be available on the 3^rd of July and would go into the papers on Tuesday, June 31. Some trees on adjoining private lands may have to be removed, if possible. Paul reminded us that the FAA sets aside $150,000 each year for Airport owners.

Resolution #148 Airport Tree Obstruction Removal

Councilman Whitney moved a resolution to advertise the Airport Tree Obstruction Removal Project, seconded by Councilman Friedman; carried.

Councilman Whitney moved to adjourn the meeting at 6:43 P.M., unanimously seconded; carried.

Supervisor Moses reconvened the Meeting to order at 6:48 and presented the email stats on the Bond Resolution from Dennis Goodfriend of Orrick.

After receiving, from Douglas E. Goodfriend of Orrick, an eighteen point description and explanation of what is involved, an assurance that these fees for bond anticipation notes “are not expected to exceed $2500”. Councilman Whitney did take a moment to share his great displeasure in the way the bond information was presented.

Resolution #149 EFC Advanced Refunding Bonds for Sewer District

REFUNDING BOND RESOLUTION

At a regular meeting of the Town Board of the Town of Schroon, Essex County, New York, held at the Town Hall, in Schroon Lake, New York, in said Town, on the 24^th day of June 2009, at 5:02 o’clock P.M., Prevailing Time.

The meeting was called to order by Supervisor Moses, and upon roll being called, the following were:

PRESENT: Supervisor Moses, Councilman Friedman, Councilman Haroff . Councilwoman Phibbs and Councilman Whitney. The following resolution was offered by Councilman Whitney, who moved its adoption, seconded unanimously, to wit: REFUNDING BOND RESOLUTION DATE June24,2009.A RESOLUTION AUTHORIZING THE ISSUANCE PURSUANT TO SECTION 90.00 OR 90.10 OF THE LOCAL FINANCE LAW OF REFUNDING BONDS OF THE TOWN OF SCHROON, ESSEX COUNTY, NEW YORK, TO BE DESIGNATED SUBSTANTIALLY “SEWER IMPROVEMENT REFUNDING (SERIAL) BONDS, 2009” AND PROVIDING FOR OTHER MATTERS IN RELATION THERETO AND THE PAYMENT OF THE BONDS TO BE REFUNDED THEREBY. WHEREAS, the Town of Schroon, Essex County, New York (the “Town”) has heretofore issued $100,000 aggregate principal amount of Sewer District No. 1 (Serial) Bonds, 2009 (the “2009 Bonds”) to the United States of America, acting through the United States Department of Agriculture, dated June 15, 2009, bearing interest at the rate of 4.125% per annum and maturing $2,760 on June 15, 2010, and $2,860 on June 15 in each of the years 2011 to 2044, both inclusive, and WHEREAS, the 2009 Bonds were issued pursuant to a bond certificate dated June 15, 2009 fixing the details and sale thereof, for purposes of financing a portion of the cost of the construction of a sewer system to serve said Town, a specific object or purpose; and WHEREAS, it would be in the public interest to refund all or a portion of the $100,000 principal amount outstanding of the 2009 Bonds maturing in 2010 and thereafter (the “Refunded Bonds”) by the issuance of refunding bonds to the New York State Environmental Facilities Corporation (“EFC”) pursuant to Section 90.10 (or Section 90.00 if applicable) of the Local Finance Law; and WHEREAS, such refunding will result in present value savings in debt service as required by Section 90.10 of the Local Finance Law; NOW, THEREFORE, BE IT RESOLVED, by the Town Board of the Town of Schroon, Essex County, New York, as follows:

Section 1. For the object or purpose of refunding the $100,000 outstanding principal amount of the Refunded Bonds maturing in 2010 and thereafter (or such portion thereof as the Supervisor shall determine to be in the best financial interests of the Town), including providing moneys which shall be sufficient to pay: (i) the principal amount of the Refunded Bonds and the aggregate amount of unmatured interest payable on the Refunded Bonds to and including the date they are to be redeemed prior to maturity; and (ii) the costs and expenses incidental to the issuance of the refunding bonds herein authorized, including, without limitation, the development of the Refunding Financial Plan, publication of the estoppel notice, costs and expenses of executing and performing the terms and conditions of the escrow contract, as hereinafter defined, and the fees and charges of the escrow holder, as hereinafter defined, and fees of EFC, if any, and bond counsel, there are hereby authorized to be issued, pursuant to the provisions of Section 90.00 or 90.10 of the Local Finance Law, in one or more series as shall be determined by the Supervisor, not exceeding $115,000 refunding serial bonds of the Town (the “Refunding Bonds”), it being anticipated that the amount of Refunding Bonds actually to be issued will be approximately $104,320 as provided in Section 3 hereof. The Refunding Bonds shall each be designated substantially “Sewer Improvement Refunding (Serial) Bonds, 2009,” including a series designation if appropriate, shall be dated July 15, 2009 or such other date as shall hereafter be determined by the Supervisor pursuant to Section 3 hereof and shall mature annually on June 15 in each of the years 2010 to 2044, both inclusive, or such other dates as the Supervisor shall hereafter determine pursuant to Section 3 hereof and shall bear interest, if any, payable December 15, 2009 and semi-annually thereafter June 15 and December 15 or such other dates as the Supervisor shall hereafter determine pursuant to Section 3 hereof. The Refunding Bonds shall be issued in registered form and shall not be registrable to bearer or convertible into bearer coupon form. Such Refunding Bonds, which shall be issued in fully registered form, shall be signed in the name of the Town of Schroon, Essex County, New York, by the manual or facsimile signature of its Supervisor, and a facsimile of its corporate seal shall be imprinted thereon and attested by the manual or facsimile signature of its Town Clerk. Principal and interest on the Refunding Bonds will be payable in lawful money of the United States of America. 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 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 for the Refunding Bonds, and, accordingly, pursuant to paragraph c of Section 70.00 of the Local Finance Law, no such charges shall be so collected by such fiscal agent.

Section 2 It is hereby determined that: (a) the maximum amount of 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 Refunded Bonds, is forty years, pursuant to subdivision 1 of paragraph a of Section 11.00 of the Local Finance Law, calculated from August 9, 2004, the date of issuance of the first bond anticipation note for said specific object or purpose; (c) the last installment of the Refunding Bonds will mature not later than the expiration of the period of probable usefulness of the specific object or purpose for which said 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, is $74,320.13 (gross) and $64,320.13 (net) as shown in the Refunding Financial Plan described in Section 3 hereof. Section 3. The financial plan for the refunding authorized by this resolution (the “Refunding Financial Plan”), showing the sources and amounts of all moneys required to accomplish such refunding as well as the estimated present value of the total debt service savings, are set forth in Exhibit A attached hereto and hereby made a part of this resolution. The Refunding Financial Plan has been prepared based upon the assumption that the Refunding Bonds will be issued in the principal amount of $110,000, will mature, be of such terms, and bear interest as set forth in said Refunding Financial Plan. This Town Board recognizes that the principal amount of the Refunding Bonds, and the maturities, terms, interest rate or rates borne by the Refunding Bonds, whether the full amount of the Refunding Bonds authorized herein to be issued will be issued, and the date the Refunded Bonds are proposed to be refunded, may be different from such assumptions and that the Final Refunding Financial Plan may also be different from that set forth in Exhibit A. The Supervisor is hereby authorized and directed to determine the amount of Refunding Bonds to be issued and whether same shall be issued in one or more series, the designation thereof, the maturities and terms thereof, the respective provisions relating to the redemption of Refunding Bonds prior to maturity, if any, and the rate or rates of interest to be borne thereby, and the date the Refunded Bonds are to be refunded, and to prepare, or cause to be provided, a final Refunding Financial Plan and, in accordance herewith, all powers in connection therewith may be exercised by such Supervisor; provided, that the amount and terms of the Refunding Bonds actually to be issued, including the rate or rates of interest borne thereby, shall comply with the requirements of Section 90.10 of the Local Finance Law. The Supervisor shall file a copy of his certificate or certificates determining the details of the Refunding Bonds and the final Refunding Financial Plan with the Town Clerk within ten (10) days after the delivery of the Refunding Bonds, as herein provided. Section 4. The faith and credit of said Town of Schroon, Essex 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. To the extent not payable from other sources, all the taxable real property in said Town shall be subject to the levy of ad valorem taxes sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. 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 of the United States Treasury Department promulgated thereunder, as then in effect. Section 6. 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 he 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 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 Supervisor 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. In accordance with the provisions of Section 53.00 and of paragraph h of Section 90.10 of the Local Finance Law, and subject only to the issuance of the Refunding Bonds as herein authorized, the Town hereby elects to call in and redeem all Refunded Bonds which are subject to redemption prior to maturity as may be permitted by the United States Department of Agriculture on such date as the Supervisor shall determine in accordance with the provisions of Section 3 hereof. The Escrow Holder is hereby directed to redeem said Refunded Bonds on the date to be so specified by the Supervisor. The sum to be paid therefore on such redemption date shall be the par value thereof, and the accrued interest to such redemption date. Upon the issuance of the Refunding Bonds, the election to call in and redeem the Refunded Bonds and the direction to the Escrow Holder to redeem said Refunded Bonds as provided in this paragraph shall become irrevocable.

Section 9. 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 10. Pursuant to the provisions of paragraph a of Section 56.00 of the Local Finance Law, the power to determine whether to issue Refunding Bonds having substantially level or declining annual debt service, as provided in paragraph 3 of Section 90.10(c) of the Local Finance Law, is hereby delegated to the Supervisor as the chief fiscal officer of said Town. All other matters relating to such Refunding Bonds to be issued by said Town Board and having substantially level or declining annual debt service, is hereby delegated to the Supervisor. Section 11. The Refunding Bonds shall be sold at private sale to the New York State Environmental Facilities Corporation for a purchase price to be determined by the Supervisor, subject to the approval of the terms and conditions of such 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 further authorized, at the Supervisor’s sole discretion, to execute a project finance and/or loan agreement, and any other agreements with the New York State Department of Health 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 refinancing described in Section 1 hereof, or a portion thereof, by a refunding bond issue or issues of said Town in the event of the sale of same to the New York State Environmental Facilities Corporation. Section 12. All other matters pertaining to the terms, issuance and sale of the Refunding Bonds, consistent with the provisions of Section 90.10 of the Local Finance Law, shall be determined by the Supervisor and all powers in connection therewith not otherwise heretofore delegated thereto are hereby delegated to such Supervisor. Section 13. The intent of this resolution is to give the Supervisor sufficient authority to execute those applications, agreements, instruments or to do any similar acts necessary to effect the issuance of the aforesaid Refunding Bonds without resorting to further action of this Town Board.

Section 14. 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 15. This resolution, which takes effect immediately, or a summary hereof, shall be published in full in the official newspaper of said Town, together with a notice in substantially the form provided in Section 81.00 of the Local Finance Law.

The question of the adoption of the foregoing resolution was duly put to a vote on roll call, which resulted as follows:

Supervisor Moses VOTING Aye

Councilman Friedman VOTING Aye

Councilman Haroff VOTING Aye

Councilwoman Phibbs VOTING Aye

Councilman Whitney VOTING Aye

The resolution was thereupon declared duly adopted.

LEGAL NOTICE OF ESTOPPEL

NOTICE IS HEREBY GIVEN that the resolution, a summary of which is published herewith, has been adopted by the Town Board of the Town of Schroon, Essex County, New York, on June 24, 2009, and the validity of the obligations authorized by such resolution may be hereafter contested only if such obligations were authorized for an object or purpose for which said Town is not authorized to expend money, or if the provisions of law which should have been complied with as of the date of publication of this notice were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of publication of this notice, or such obligations were authorized in violation of the provisions of the Constitution.

Dated: Schroon Lake, New York,

June 24, 2009

Betsi Calhoun

Deputy Town Clerk

SUMMARY OF A REFUNDING BOND RESOLUTION DATED June 24, 2009

A RESOLUTION AUTHORIZING THE ISSUANCE PURSUANT TO SECTION 90.00 OR 90.10 OF THE LOCAL FINANCE LAW OF REFUNDING BONDS OF THE TOWN OF SCHROON, ESSEX COUNTY, NEW YORK, TO BE DESIGNATED SUBSTANTIALLY “SEWER IMPROVEMENT REFUNDING (SERIAL) BONDS, 2009” AND PROVIDING FOR OTHER MATTERS IN RELATION THERETO AND THE PAYMENT OF THE BONDS TO BE REFUNDED THEREBY.

WHEREAS, the Town of Schroon, Essex County, New York (the “Town”) has heretofore issued $100,000 aggregate principal amount of Sewer District No. 1 (Serial) Bonds, 2009 (the “2009 Bonds”) to the United States of America, acting through the United States Department of Agriculture, dated June 15, 2009, bearing interest at the rate of 4.125% per annum and maturing $2,760 on June 15, 2010, and $2,860 on June 15 in each of the years 2011 to 2044, both inclusive; and

WHEREAS, the 2009 Bonds were issued pursuant to a bond certificate dated June 15, 2009 fixing the details and sale thereof, for purposes of financing the construction of a sewer system to serve said Town, a specific object or purpose; and

WHEREAS, it would be in the public interest to refund all or a portion of the $100,000 principal amount outstanding of the 2009 Bonds maturing in 2009 and thereafter (the “Refunded Bonds”) by the issuance of refunding bonds to the New York State Environmental Facilities Corporation (“EFC”) pursuant to Section 90.10 (or Section 90.00 if applicable) of the Local Finance Law; and

WHEREAS, such refunding will result in present value savings in debt service as required by Section 90.10 of the Local Finance Law; NOW, THEREFORE, BE IT RESOLVED, by the Town Board of the Town of Schroon, Essex County, New York, as follows:

Section 1. For the object or purpose of refunding the $100,000 outstanding principal amount of the Refunded Bonds maturing in 2009 and thereafter (or such portion thereof as the Supervisor shall determine to be in the best financial interests of the Town), including providing moneys which shall be sufficient to pay: (i) the principal amount of the Refunded Bonds and the aggregate amount of unmatured interest payable on the Refunded Bonds to and including the date they are to be redeemed prior to maturity; and (ii) the costs and expenses incidental to the issuance of the refunding bonds herein authorized, including, without limitation, the development of the Refunding Financial Plan, publication of the estoppel notice, costs and expenses of executing and performing the terms and conditions of the escrow contract, as hereinafter defined, and the fees and charges of the escrow holder, as hereinafter defined, and fees of EFC, if any, and bond counsel, there are hereby authorized to be issued, pursuant to the provisions of Section 90.10 of the Local Finance Law, in one or more series as shall be determined by the Supervisor, not exceeding $110,000 refunding serial bonds of the Town (the “Refunding Bonds”), it being anticipated that the amount of Refunding Bonds actually to be issued will be approximately $104,320 as provided in Section 3 hereof. The Refunding Bonds shall each be designated substantially “Sewer Improvement Refunding (Serial) Bonds, 2009,” including a series designation if appropriate, shall be dated July 15, 2009 or such other date as shall hereafter be determined by the Supervisor pursuant to Section 3 hereof and shall mature annually on June 15 in each of the years 2010 to 2044, both inclusive, or such other dates as the Supervisor shall hereafter determine pursuant to Section 3 hereof and shall bear interest payable December 15, 2009 and semi-annually thereafter June 15 and December 15 or such other dates as the Supervisor shall hereafter determine pursuant to Section 3 hereof. The Refunding Bonds shall be issued in registered form and shall not be registrable to bearer or convertible into bearer coupon form. Such Refunding Bonds, which shall be issued in fully registered form, shall be signed in the name of the Town of Schroon, Essex County, New York, by the manual or facsimile signature of its Supervisor, and a facsimile of its corporate seal shall be imprinted thereon and attested by the manual or facsimile signature of its Town Clerk.

Principal and interest on the Refunding Bonds will be payable in lawful money of the United States of America.

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 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 for the Refunding Bonds, and, accordingly, pursuant to paragraph c of Section 70.00 of the Local Finance Law, no such charges shall be so collected by such fiscal agent.

Section 2. It is hereby determined that:

(a) The maximum amount of 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 Refunded Bonds, is forty years, pursuant to subdivision 1 of paragraph a of Section 11.00 of the Local Finance Law, calculated from September 4, 2003, the date of issuance of the first bond anticipation note for said specific object or purpose;

(c) the last installment of the Refunding Bonds will mature not later than the expiration of the period of probable usefulness of the specific object or purpose for which said 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, is $74,320.13 (gross) and $64,320.13 (net) as shown in the Refunding Financial Plan described in Section 3 hereof.

Section 3. The financial plan for the refunding authorized by this resolution (the “Refunding Financial Plan”), showing the sources and amounts of all moneys required to accomplish such refunding as well as the estimated present value of the total debt service savings, are set forth in Exhibit A attached to the full text of this resolution. The Refunding Financial Plan has been prepared based upon the assumption that the Refunding Bonds will be issued in the principal amount of $110,000, will mature, be of such terms, and bear interest as set forth in said Refunding Financial Plan. This Town Board recognizes that the principal amount of the Refunding Bonds, and the maturities, terms, interest rate or rates borne by the Refunding Bonds, whether the full amount of the Refunding Bonds authorized herein to be issued will be issued, and the date the Refunded Bonds are proposed to be refunded, may be different from such assumptions and that the Final Refunding Financial Plan may also be different from that set forth in Exhibit A. The Supervisor is hereby authorized and directed to determine the amount of Refunding Bonds to be issued and whether same shall be issued in one or more series, the designation thereof, the maturities and terms thereof, the respective provisions relating to the redemption of Refunding Bonds prior to maturity, if any, and the rate or rates of interest to be borne thereby, and the date the Refunded Bonds are to be refunded, and to prepare, or cause to be provided, a final Refunding Financial Plan and, in accordance herewith, all powers in connection therewith may be exercised by such Supervisor; provided, that the amount and terms of the Refunding Bonds actually to be issued, including the rate or rates of interest borne thereby, shall comply with the requirements of Section 90.10 of the Local Finance Law. The Supervisor shall file a copy of his certificate or certificates determining the details of the Refunding Bonds and the final Refunding Financial Plan with the Town Clerk within ten (10) days after the delivery of the Refunding Bonds, as herein provided.

Section 4. The faith and credit of said Town of Schroon, Essex 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. To the extent not payable from other sources, all the taxable real property in said Town shall be subject to the levy of ad valorem taxes sufficient to pay the principal of and interest on such bonds as the same become due and payable.

Section 5. 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 of the United States Treasury Department promulgated there under, as then in effect.

Section 6. 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 he 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 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 Supervisor 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. In accordance with the provisions of Section 53.00 and of paragraph h of Section 90.10 of the Local Finance Law, and subject only to the issuance of the Refunding Bonds as herein authorized, the Town hereby elects to call in and redeem all Refunded Bonds which are subject to redemption prior to maturity as may be permitted by the United States Department of Agriculture on such date as the Supervisor shall determine in accordance with the provisions of Section 3 hereof. The Escrow Holder is hereby directed to redeem said Refunded Bonds on the date to be so specified by the Supervisor. The sum to be paid therefore on such redemption date shall be the par value thereof, and the accrued interest to such redemption date. Upon the issuance of the Refunding Bonds, the election to call in and redeem the Refunded Bonds and the direction to the Escrow Holder to redeem said Refunded Bonds as provided in this paragraph shall become irrevocable.

Section 11. The Refunding Bonds shall be sold at private sale to the New York State Environmental Facilities Corporation for a purchase price to be determined by the Supervisor, subject to the approval of the terms and conditions of such 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 further authorized, at her sole discretion, to execute a project finance and/or loan agreement, and any other agreements with the New York State Department of Health 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 refinancing described in Section 1 hereof, or a portion thereof, by a refunding bond issue or issues of said Town in the event of the sale of same to the New York State Environmental Facilities Corporation.

Section 12. All other matters pertaining to the terms, issuance and sale of the Refunding Bonds, consistent with the provisions of Section 90.10 of the Local Finance Law, shall be determined by the Supervisor and all powers in connection therewith not otherwise heretofore delegated thereto are hereby delegated to such Supervisor.

Section 13. The intent of this resolution is to give the Supervisor sufficient authority to execute those applications, agreements, instruments or to do any similar acts necessary to effect the issuance of the aforesaid Refunding Bonds without resorting to further action of this Town Board.

Section 14. 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

3) Such obligations are authorized in violation of the provisions of the Constitution.

Councilwoman Phibbs moved to adjourn the meeting at 6:56 P.M., seconded by Councilman Haroff; carried.

I, Betsi Calhoun, do hereby certify the foregoing to be a true and correct transcript from the minutes now on file in my office and of the whole such original minutes.

Dated: July 9, 2009

Betsi Calhoun - Deputy Town Clerk