https://sleepyhollow.localarchives.org/files/original/bf057ba6dbf693333d1a74e1a9c99f9a.pdf bffec2a710bb2c0836730ffe997fc246 PDF Text Text Meeting Date: 12/28/2020 Resolution*: 12/120/2020 VILLAGE BOARD OF TRUSTEES VILLAGE OF SLEEPY HOLLOW, NEW YORK A meeting of the Board of Trustees of the Village of Sleepy Hollow was convened on December 28, 2020, at 6:00 p.m. The following resolution was duly offered and seconded, to wit: RESOLUTION OF THE BOARD OF TRUSTEES OF THE VILLAGE OF SLEEPY HOLLOW (i) AUTHORIZING THE EXECUTION AND DELIVERY OF A CERTAIN LEASE AGREEMENT WITH THE SLEEPY HOLLOW LOCAL DEVELOPMENT CORPORATION (THE "CORPORATION") IN CONNECTION WITH A CERTAIN PROJECT (AS FURTHER DESCRIBED HEREIN); AND (ii) THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS (AS FURTHER DESCRIBED HEREIN). WHEREAS, pursuant to the purposes and powers contained within Section 1411 of the Not-for-Profit Corporation Law of the State of New York (the "State"), as amended (hereinafter collectively called the "Act"), and pursuant to its certificate of incorporation filed on September 18, 2014 (the "Certificate"), the Sleepy Hollow Local Development Corporation (the "Corporation") was established as a not-for-profit local development corporation of the State with the authority and power to own, lease and sell personal and real property for the purposes of, among other things, acquiring, constructing and equipping certain projects exclusively in furtherance of the charitable or public purposes of relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, the Corporation owns a certain parcel of real estate commonly referred to as the "East Parcel" comprising approximately 28 acres as identified by TMID No. 115.11-1-2; and WHEREAS, the Corporation and the Village of Sleepy Hollow, New York (the "Village") contemplate undertaking the comprehensive redevelopment and adaptive reuse of the East Parcel as a municipal public facilities and recreation complex (herein, the "East Parcel Project"), such proposed East Parcel Project to include buildings and infrastructure to serve the Department of Public Works of the Village of Sleepy Hollow ("DPW"), a bus garage and repair facility for the Tarrytown Union Free School District (the "School"), public recreation and community facilities to include multiple soccer and multi-use fields and related improvements, and parking improvements for the Village, �public and not-for-profit usage, and related utilities and infrastructure that may include a vehicle and/or pedestrian bridge to serve the East Parcel; and WHEREAS, the Corporation previously reviewed the East Parcel Project as lead agency pursuant to and in accordance with the State Environmental Quality Review Act and regulations adopted pursuant thereto (collectively, "SEQRA") and adopted findings relative thereto dated April 24,2017; and WHEREAS, in furtherance of the foregoing, and for the benefit of the Village, the Corporation contemplates and desires to issue its Sleepy Hollow Local Development Corporation Tax-Exempt Revenue Bonds (Village of Sleepy Hollow East Parcel Redevelopment Project - Phase II), Series 2020 (the "Bonds") in the aggregate principal amount presently estimated not to exceed $35,000,000 in order to finance or refinance certain costs in connection with the undertaking of a project (collectively, the "Phase II Project") consisting of: (A) the refunding of the outstanding principal amount of the Corporation's $10,000,000 original principal amount Tax-Exempt Revenue Bonds (Village of Sleepy Hollow East Parcel Redevelopment Project - Phase I), Series 2018 (the "Series 2018 Bonds"), the proceeds of which were applied to finance: (i) the acquisition or retention by the Corporation of certain lands located within the Village of Sleepy Hollow, New York commonly referred to as the "East Parcel" (the "Land"); (ii) the planning, design, engineering and construction of site and infrastructure improvements to support the East Parcel Project, including (a) the acquisition and placement of approximately 210,000 cubic yards of fill to satisfy local approvals and raise areas of the East Parcel to design finish grade for the East Parcel Project; (b) the acquisition and installation of prefabricated vertical drains to accommodate site compression and site drainage requirements; (c) the acquisition and installation of 20" sanitary sewer lines to relocate and replace existing sewer service infrastructure; and (d) the acquisition and installation of 18" water lines to relocate and replace existing water service infrastructure, along with related site work and improvements, including, but not limited to site preparation, security, management and preliminary redevelopment improvements, all for lease to the Village for general governmental purposes (the "2018 Improvements"); and (iii) the acquisition and installation in and around the 2018 Improvements of certain items of equipment, machinery and other tangible personal property (the "2018 Equipment" and, collectively with the Land and the 2018 Improvements, the "2018 Facility"); (B)(i) the retention by the Corporation of the Land; (ii) the planning, design, engineering, construction and operation of site-wide improvements on the Land to support the East Parcel Project, including the acquisition, construction and equipping of new buildings and infrastructure to serve the DPW including Roadway A construction, viaduct removal, site utilities, passive and active recreation improvements, site-wide grading and preliminary site work for future vehicular bridge construction to connect the East and West Parcels, along with related site work and improvements, including, but not limited to site preparation, security, management and preliminary redevelopment improvements, all for lease to the Village for general governmental purposes (the "2020 Improvements", and collectively with the 2018 Improvements, the "Improvements"); and (iii) the acquisition and installation in and around the 2020 Improvements of certain items of equipment, machinery and other �tangible personal property (the "2020 Equipment", and collectively with the 2018 Equipment, the "Equipment"; the Land, the 2020 Improvements and the 2020 Equipment collectively referred to as the "2020 Facility") (the 2018 Facility and the 2020 Facility collectively referred to as the "Facility"), such Facility to be owned and operated by the Corporation; and (C) the paying of certain costs and expenses incidental to the issuance of the Bonds, including capitalized interest (the costs associated with items (A) through (C) above being hereinafter referred to as the "Project Costs"); and WHEREAS, it is contemplated that the Bonds will be issued pursuant to a certain Bond Purchase Agreement, dated as of December 1, 2020 (the "Bond Purchase Agreement"), by and between the Corporation and Signature Public Funding Corp., as purchaser (the "Purchaser"); and WHEREAS, in connection with the issuance of the Bonds, the Corporation and the Village contemplate entering into a certain Amended and Restated Lease Agreement, dated as of December 1, 2020 (the "Lease Agreement"), pursuant to which the Corporation will lease the Facility to the Village and the Village will lease the Facility from the Corporation in return for the Rent Payments (as defined in the Lease Agreement) to be made under the Lease Agreement by the Village, subject to annual appropriation, in an amount sufficient to pay, among other things, the principal of and interest on the Bonds; and WHEREAS, the Board of Trustees, as the elected legislative body of the Village, has been advised by the Corporation that, in order to assist in the financing or refinancing of the Facility, the Corporation intends to issue the Bonds, contingent upon the adoption of this resolution authorizing the Lease Agreement; and WHEREAS, the Board of Trustees, after due consideration of the foregoing, desires to approve the execution and delivery of the Lease Agreement, which will provide sufficient revenues for the repayment of the Bonds, provided the principal, premium, if any, and interest on the Bonds shall be special limited obligations of the Corporation and shall never be a debt of the State or any political subdivision thereof, including, without limitation, the Village, and neither the State, nor any political subdivision thereof, including, without limitation, the Village, shall be liable thereon. NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of the Village as follows: Section 1. The Corporation previously reviewed the East Parcel Project pursuant to SEQRA. In connection with the foregoing SEQRA review, the Corporation on April 24, 2017 made certain findings and determinations in accordance with SEQRA and 6 NYCRR Part 617.11. No further review is necessary for the East Parcel Project for purposes of SEQRA. Section 2. The Village hereby approves the form of Lease Agreement as set before this meeting and authorizes the execution and delivery of same, with such �changes, variations, omissions and insertions as the Mayor, the Deputy Mayor, the Village Treasurer or the Village Attorney shall approve, subject to the Corporation's issuance of the Bonds. The execution thereof by the Mayor, the Deputy Mayor, or the Village Treasurer shall constitute conclusive evidence of such approval. Section 3. The Mayor, the Deputy Mayor, the Village Treasurer and the Village Attorney are hereby authorized and directed for and in the name and on behalf of the Village to do all acts and things required or provided for by the provisions of the Lease Agreement, including, without limitation, all such additional certificates, instruments and documents, including a Tax Certificate required by the Coiporation and Purchaser, 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 Mayor, the Deputy Mayor, or the Village Treasurer, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Village with all of the terms, covenants and provisions of the Lease Agreement binding upon the Village. Section 4. This Resolution shall take effect immediately. The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Yea Hon. Kenneth Wray Glenn Rosenbloom Rachelle Gebler Sam Gonzalez John Leavy Denise Scaglione Sandra Spiro [X [ [X [X [X [X [ Nav ] ] ] ] ] ] ] [ [ [ [ [ [ [ This Resolution was thereupon duly adopted. Absent ] [ ] [ [ [ [ ] ] ] ] ] [X ] [X ] ] ] ] Abstain ] ] [ [ [ [ [ [ [ ] ] ] ] ] ] ] �STATE OF NEW YORK COUNTY OF WESTCHESTER ) ) SS.: ) I, the undersigned, VILLAGE CLERK of the VILLAGE OF SLEEPY HOLLOW, NEW YORK, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the Village of Sleepy Hollow (the "Village"), including the resolution contained therein, held on December 28,2020, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Village and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all members of the Village had due notice of said special meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY that there was a quorum of the members of the Village present throughout said meeting. I FURTHER CERTIFY that as of the date hereof, the attached resolution is in full force and effect and has not been amended, repealed or modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Village this 28th day of December, 2020. Paula McCarthy, Village Clerk [SEAL] � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Board of Trustees Meeting Minutes & Resolutions-2020 Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource MINS_TRUST_2020-12-28_RES-120 Subject The topic of the resource Board of Trustees Minutes-2020 Date A point or period of time associated with an event in the lifecycle of the resource 2020 Rights Information about rights held in and over the resource Village of Sleepy Hollow All Rights Reserved. Type The nature or genre of the resource Text