Mayor & Board of Trustees

Village Board of Trustees Regular Meeting September 10, 2019 7:30 p.m. The Regular Meeting of the Board of Trustees of the Village of Briarcliff Manor, New York was held in the Village of Briarcliff Manor at the William J. Vescio Community Center, at 1 Library Road, Briarcliff Manor, New York on the 10th of September, 2019 commencing at 7:30 p.m. Present Steven A. Vescio, Mayor Peter S. Chatzky, Deputy Mayor Cesare DeRose, Jr., Trustee Edward E. Midgley, Trustee Also Present Philip Zegarelli, Village Manager Daniel Pozin, Village Attorney Christine Dennett, Village Clerk David Turiano, Village Engineer Absent Kevin Hunt, Trustee Pledge of Allegiance Continued Public Hearing to amend the following Village Code Chapters: Chapter 157 - Peddling and Soliciting; Chapter 161 - Property Maintenance, and Chapter 207 - Vehicles and Traffic, and to add the following new Chapters: Chapter 138 - Littering and Handbills; and Chapter 124 - Film and Photography Mr. Aaron Stern of 40 Tamarack Place stated penalties for offenses were too high and a criminal penalty seemed to be overreaching as well. Board stated they were removing the criminality. The Board requested the draft law be distributed to the Judge. Ms. Rhea Mallet of Old Sleepy Hollow Road stated she sent an email with comments and suggested language be added for grass height in forest areas and for the littering law to be more specific in Section 138-4. The Board requested any feedback to be submitted as soon as possible so they could move forward at the next meeting. Upon motion by Trustee DeRose, seconded by Trustee Midgley, the Board voted unanimously to adjourn the Public Hearing to September 24, 2019. Public Hearing to Amend the Following Village Code Chapters: Chapter 220-8 - Tennis Courts; Chapter 220-9 - Swimming Pools; Chapter 220-17G Zoning Board of Appeals Notifications and Chapter 45-1 and Chapter 45-2 Planning Board Notifications and to add the following new Chapter 126 – Fireworks The Board had general discussion and stated they were making some changes which would be published. Upon motion by Trustee Midgley, seconded by Trustee DeRose, the Board voted unanimously to adjourn the Public Hearing to September 24, 2019. Board of Trustees Announcements  The flag is at half-staff in honor of Fremont “Pete” Stafford who was a retired Police Officer in the Village that recently passed away.  Community Day was a great success. Thank you to all of the staff.  The 9/11 Ceremony will be at the Louis Engel Park at 7pm.  The Board thanked the Fire Department and all the mutual aid for their work during the Landmark Diner fire.  The Fire Department and Ambulance Department is seeking volunteers. Village Managers Report by Village Manager Zegarelli  The Pocantico River Bridge is progressing.  The DOT will meet with the Village to discuss the Route 100/9A bridge repairs.  The County has stated the waterline under the CSI wall will be done by the end of Fall.  The Club has its first occupants and the second TCO will be submitted.  There’s an uptick in Building Permits.  Paving and Milling will begin next week.  The Scarborough Park work to stabilize the shoreline only requires a DEC Wetland Permit. Public Comments Mr. Aaron Stern of 40 Tamarack Place stated if the Board’s intent was to not go harder on residents with enforcement of the proposed Local Laws they should be publicize that in the Village Manager’s Report. Legislative Update: B Zone  Village Consultant, Patrick Cleary will give a public presentation in the next month.   Village Staff is working on the infrastructure analysis and culling through the original BZone applications. Budget Amendments Upon motion by Deputy Mayor Chatzky, seconded by Trustee DeRose, the Board voted unanimously to approve the following resolution as amended: SPECIAL PROJECTS – B ZONE Increase Expense A1010.490.18209 Special Project $20,000 Cleary Consulting Increase Revenue A0599 Fund Balance $20,000 Increase Expense A1010.490.18209 Special Project $18,000 Provident Design Increase Revenue A0599 Fund Balance $18,000 Authorize the Village Manager to Execute Agreements: RGR LANDSCAPE ARCHITECTURE & ARCHITECTURE PLLC FOR STREETSCAPE DESIGN – PHASES 1-3 AND DESIGN SERVICES FOR ADA IMPROVEMENTS TO VILLAGE HALL Upon motion by Deputy Mayor Chatzky, seconded by Trustee Midgley, the Board voted unanimously to approve the following resolution as amended: BE IT RESOLVED that the Village Manager is hereby authorized and directed to execute on behalf of the Village a Professional Services Agreement with RGR Landscape Architecture & Architecture PLLC for the Streetscape Design Project Phases 1-3 and funding for Phase 1 $26,200 to be charged to budget code H5110.201.18221. BE IT FURTHER RESOLVED that the Village Manager is hereby authorized and directed to execute on behalf of the Village a Professional Services Agreement with RGR Landscape Architecture & Architecture PLLC for Design Services for ADA Improvements to Village Hall as per their proposal of $18,500 to be charged to budget code H1440.201.19219. PROVIDENT DESIGN ENGINEERING FOR TRAFFIC ENGINEERING SERVICES Upon motion by Deputy Mayor Chatzky, seconded by Trustee DeRose, the Board voted unanimously to approve the following resolution as amended: BE IT RESOLVED that the Village Manager is hereby authorized and directed to execute on behalf of the Village a Professional Services Agreement with Provident Design Engineering for Traffic Engineering Services at various locations in the Village as per their proposal of $8,500 with a sub-consultant fee of $8,560 for a total project cost not to exceed $18,000 to be charged to budget code A1010. 490.18209. TC MERRITTS LAND SURVEYORS FOR A SURVEY OF THE LAW PARK DRAINAGE BASIN Upon motion by Deputy Mayor Chatzky, seconded by Trustee Midgley, the Board voted unanimously to approve the following resolution as amended: BE IT RESOLVED that the Village Manager is hereby authorized and directed to execute on behalf of the Village a Professional Services Agreement with TC Merritts Land Surveyors to prepare a Survey for Phases, 1-4 of the Law Park Drainage Basin as per their total proposal of $41,000 to be charged to budget code H5110.210.18220. AUTHORIZE VILLAGE MANAGER TO EXECUTE ENGAGEMENT LETTERS WITH FIREFLY ADMIN INC. Mr. Aaron Stern of 40 Tamarack Place asked for an explanation of the services. Mayor Vescio explained the proposal. Upon motion by Deputy Mayor Chatzky, seconded by Trustee Midgley, the Board voted unanimously to approve the following resolution: BE IT RESOLVED that the Village Manager is hereby authorized and directed to execute on behalf of the Village a Transition Engagement Letter with Firefly Admin Inc. for the Village of Briarcliff Manor Fire Service Awards Program as per their proposal of $500 to be charged to budget code A3410.845. BE IT FURTHER RESOLVED that the Village Manager is hereby authorized and directed to execute on behalf of the Village an Engagement Letter with Firefly Admin Inc. to administer the Village of Briarcliff Manor Fire Service Awards Program as per their proposal of $4,700 to be charged to budget code A3410.845. BE IT FURTHER RESOLVED that the Village Manager is hereby authorized and directed to execute on behalf of the Village a Special Project Engagement Letter with Firefly Admin Inc. to provide an analysis of a Defined Benefit Plan for the Village of Briarcliff Manor Fire Service Awards Program. Donation from the Friends of the Library The Board thanked the Friends for their donation. Upon motion by Deputy Mayor Chatzky, seconded by Trustee DeRose, the Board voted unanimously to approve the following resolution: BE IT RESOLVED, that the Board of Trustees hereby accepts a donation in the amount of $300.00 from the Friends of the Library for the music program “From Dino to Doo Wop”. Increase Revenue – Gifts (L0108.2705) by $300.00 Increase Expenses – Special Matching Expenses (L7410.206) by $300.00 Refunding Bond Resolution Upon motion by Deputy Mayor Chatzky, seconded by Trustee Midgley, the Board voted unanimously to approve the following resolution: Trustee DeRose: Aye Trustee Midgley: Aye Deputy Mayor Chatzky: Aye Mayor Vescio: Aye Trustee Hunt: Absent REFUNDING BOND RESOLUTION OF THE VILLAGE OF BRIARCLIFF MANOR, COUNTY OF WESTCHESTER, STATE OF NEW YORK, ADOPTED SEPTEMBER 10, 2019, AUTHORIZING THE REFUNDING OF ALL OR A PORTION OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID VILLAGE, STATING THE PLAN OF REFUNDING, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $4,500,000 REFUNDING SERIAL BONDS OF THE VILLAGE, AND MAKING CERTAIN OTHER DETERMINATIONS ALL RELATIVE THERETO. WHEREAS, the Village of Briarcliff Manor, located in Westchester County, State of New York (the “Village”) previously issued $6,173,017 principal amount of Public Improvement Serial Bonds, Series 2011A (the “Refunded Bonds”) pursuant to a certificate of determination of the Village Treasurer (sometimes referred to herein as the ”Chief Fiscal Officer”), dated September 8, 2011, which Refunded Bonds are dated September 8, 2011 and matured or mature in annual installments on September 1 in each of the years 2012 to 2031, inclusive, as follows: $173,017 in the year 2012, $260,000 in the year 2013, $260,000 in the year 2014, $260,000 in the year 2015, $265,000 in the year 2016, $270,000 in the year 2017, $275,000 in the year 2018, $280,000 in the year 2019, $285,000 in the year 2020, $295,000 in the year 2021, $305,000 in the year 2022 $310,000 in the year 2023, $325,000 in the year 2024, $335,000 in the year 2025, $345,000 in the year 2026, $360,000 in the year 2027, $370,000 in the year 2028, $385,000 in the year 2029, $400,000 in the year 2030; and $415,000 in the year 2031. WHEREAS, the Refunded Bonds were authorized pursuant to serial bond resolutions duly adopted by the Board of Trustees of the Village for the objects or purposes described therein and as further described in Exhibit A attached hereto and delegated to the Chief Fiscal Officer the power to prescribe the terms, form and contents of and to sell and deliver such serial bonds of the Village; and WHEREAS, $4,130,000 aggregate principal amount of the Refunded Bonds currently remain outstanding and unredeemed as of the date hereof; and WHEREAS, it is hereby determined to be in the public interest of the Village to refund all of the said outstanding aggregate principal amount Refunded Bonds by the issuance of the refunding bonds authorized herein pursuant to Sections 90.00 and 90.10 of the Local Finance Law; and WHEREAS, such refunding will only be undertaken if it results in present value savings in debt service as required by Sections 90.00 and 90.10 of the Local Finance Law; NOW THEREFORE, THE BOARD OF TRUSTEES OF THE VILLAGE OF BRIARCLIFF MANOR, NEW YORK, HEREBY RESOLVES (by the favorable vote of two- thirds of all the members of said Board of Trustees), AS FOLLOWS: Section 1. For the purpose of refunding the outstanding principal balance of the Refunded Bonds as more fully set forth in the Refunding Financial Plan (hereinafter defined), 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 the unmatured interest payable on the Refunded Bonds to and including the date on which any series of the Refunded Bonds which are callable are to be redeemed prior to their respective maturities in accordance with the Refunding Financial Plan (as hereinafter defined) attached hereto as Exhibit B and made a part of this resolution; (iii) the costs and expenses incidental to the issuance of the refunding bonds hereinafter authorized, including without limitation, the development of the Refunding Financial Plan, costs and expenses of executing and performing the terms and conditions of the Escrow Contract (as hereinafter defined), and any securities supply contract, the premium with respect to any bond insurance policy or policies acquired with respect to the Refunding Bonds (as defined below), discount or compensation of underwriters, fees of bond counsel and financial advisors, rating agency fees, printing and service agency fees and expenses, and fees and charges of the Escrow Holder (as hereafter described); and (iv) the redemption premium, if any, to be paid on any series of the Refunded Bonds which are to be called prior to their respective maturities; there are hereby authorized to be issued in one or more series not exceeding $4,500,000 aggregate principal amount of refunding serial bonds of the Village pursuant to the provisions of Sections 90.00 and 90.10 of the Local Finance Law (the “Refunding Bonds”), it being anticipated that the amount of Refunding Bonds actually to be issued will be approximately $3,755,000 as provided in Section 4 hereof. The proposed principal amounts and dates of maturity of such Refunding Bonds are set forth in the Refunding Financial Plan attached hereto. Section 2. It is hereby determined pursuant to Section 90.10 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 with respect to each series of the Refunded Bonds; (b) the maximum period of probable usefulness permitted by law at the time of the issuance of the Refunded Bonds for the objects or purposes for which the Refunded Bonds were issued is as shown in Exhibit A attached hereto; (c) the last installment of the Refunding Bonds will mature not later than expiration of the maximum period of probable usefulness of the objects or purposes for which the Refunded Bonds were issued, or in the alternative, the weighted average remaining period of probable usefulness of the objects or purposes (or classes of objects or purposes) financed with the Refunded Bonds, in accordance with the provisions of Section 90.10(c)(1) 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, computed in accordance with subparagraph (a) of subdivision 2 of paragraph b of Section 90.10 of the Local Finance Law is as shown in the Refunding Financial Plan described in Section 4 hereof, subject to changes in market interest rates; Section 3. (a) The Village Treasurer is hereby authorized and directed to enter into an escrow contract (the “Escrow Contract”) with a bank or trust company located and authorized to do business in the State of New York as the Village Treasurer shall designate (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. In addition, the Escrow Contract may include a forward supply or purchase contract or agreement as part thereof or as a separate agreement for the provision of acquiring obligations of the United States of America or unconditionally guaranteed by the United States of America or other obligations or instruments qualified under Section 90.10 of the Local Finance Law or may be necessary for the completion of the Refunding Financial Plan. The Escrow Contract shall contain such terms and conditions as shall be necessary or required, including terms and conditions required for the completion of the Refunding Financial Plan, including provisions for the Escrow Holder, without further authorization or direction from the Board of Trustees of the Village, except as otherwise provided therein, including, without limitation, (i) to make all required payments of principal, interest and any redemption premiums to appropriate paying agents with respect to the Refunded Bonds, (ii) to pay costs and expenses incidental to the issuance of the Refunding Bonds, including the development of the Refunding Financial Plan, and of executing and performing the terms and conditions of the Escrow Contract by the Escrow Holder, (iii) at the appropriate time or times, to cause to be given on behalf of the Village in the manner provided by law the notice of redemption authorized to be given pursuant to Section 7 hereof, and (iv) to invest the moneys held by the Escrow Holder pursuant to the terms of the Escrow Contract and consistent with the provisions of the Refunding Financial Plan. The Escrow Contract shall be irrevocable and shall constitute a covenant with the owners of the Refunding Bonds. (b) The proceeds, inclusive of any premium, from the sale of the Refunding Bonds, immediately upon receipt, shall be placed in escrow by the Village with the Escrow Holder pursuant to the terms of the Escrow Contract. All moneys held by the Escrow Holder shall be invested only in direct obligations of the United States of America, in obligations the principal of and interest on which are unconditionally guaranteed by the United States of America or in obligations or instruments qualified under Section 90.10 of the Local Finance Law, which obligations or instruments shall mature or be subject to redemption at the option of the Escrow Holder not later than the respective dates when such moneys will be required to make payments in accordance with the Escrow Contract and the Refunding Financial Plan. Any such moneys remaining in the custody of the Escrow Holder after the performance in full of the Escrow Contract by the Escrow Holder shall be returned to the Village and shall be applied by the Village Treasurer to the payment of the principal of or interest on the Refunding Bonds then outstanding, to the payment of any amounts required to be paid to the United States of America in connection with the refunding of the Refunding Bonds or to the payment of or reimbursement for the costs of issuance or other administrative costs incurred in connection with the issuance of the Refunding Bonds. In connection with the investment of moneys held by the Escrow Holder under the Escrow Contract, the Village Treasurer is authorized to execute on behalf of the Village any forward purchase or supply contract for the purchase or supply of the securities described in this subsection (b) at a date subsequent to the delivery of the Refunding Bonds, as is needed to accomplish the purposes of the Refunding Financial Plan. Section 4. 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, 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, is set forth in Exhibit B attached hereto and made a part hereof. The Refunding Financial Plan has been prepared based upon the assumption that the Refunding Bonds will be issued in the aggregate principal amount of $3,755,000 and will mature, be of such terms, and bear such interest as set forth in the Refunding Financial Plan. The Board of Trustees of the Village recognizes that the principal amount of the Refunding Bonds, the series, maturities, terms, interest rate or rates borne by the Refunding Bonds, the provisions for redemption thereof prior to maturity and whether or not all of the Refunding Bonds will be insured, and the resulting present value savings are likely to vary from such assumptions and that the Refunding Financial Plan will likely vary from that attached hereto as Exhibit B. The Village Treasurer is hereby authorized and directed to determine the principal amount of the Refunding Bonds to be issued, the series and designation or designations thereof, the time or times of the sale thereof, the maturities and terms thereof, the provisions relating to the redemption of the Refunding Bonds prior to maturity, if any, the rate or rates of interest to be borne thereby, whether or not the Refunding Bonds will be insured in whole or in part or uninsured, and to prepare, or cause to be provided, a final Refunding Financial Plan, all in accordance herewith, and all powers in connection therewith may be exercised by the Village Treasurer; provided, that the terms of the Refunding Bonds 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 Village Treasurer shall file a copy of a certificate determining the details of the Refunding Bonds and the final Refunding Financial Plan with the Village Clerk within ten (10) days after the delivery of the Refunding Bonds, as herein provided. Section 5. The faith and credit of the Village 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 the Refunding Bonds becoming due and payable in such year. To the extent that the same are not paid from other sources, there shall be annually levied on all the taxable real property in the Village a tax sufficient to pay the principal of and interest on the Refunding Bonds as the same become due and payable, subject to applicable statutory limitations imposed by Chapter 97 of the Laws of 2011 of the State. Section 6. Proceeds from the sale of the Refunding Bonds, including any accrued interest and, together with interest earned thereon, which shall be required for the payment of the principal of and interest on the Refunded Bonds, including any redemption or call premiums, in accordance with the Refunding Financial Plan, shall be irrevocably committed and pledged to such purpose and the owners of the Refunded Bonds shall have a lien upon such moneys and the investments thereof held by the Escrow Holder. The pledge and lien provided by this resolution shall become valid and binding upon the issuance of the Refunding Bonds and the moneys and investments held by the Escrow Holder shall immediately be subject thereto without any further act. Such pledge and lien shall be valid and binding against all parties having claims of any kind in tort, contract, equity, at law or otherwise against the Village irrespective of whether such parties have notice thereof. Neither this resolution, the Escrow Contract, nor any other instrument relating to such pledge and lien, needs to be filed or recorded. Section 7. In accordance with the terms of the Refunded Bonds and the provisions of Section 53.00 and of paragraph (h) of Section 90.10 of the Local Finance Law, the Village hereby elects to call in and redeem each Refunded Bond, which the Village Treasurer shall determine to be refunded at the earliest call date available. The sum to be paid therefor on such redemption date shall be the par value thereof plus the redemption premium, if any, and the accrued interest to such redemption date. The Escrow Holder is hereby authorized and directed to cause notice of such call for redemption to be given in the name of the Village in the manner and within the times provided in the issuance proceedings for 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 Refunded Bonds and the direction to the Escrow Holder 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 notice requirements of paragraph (a) of Section 53.00 of the Local Finance Law, or any successor law thereto. It is hereby determined that with respect to the series of Refunded Bonds to be called in and redeemed as provided in this Section 7, it is to the financial advantage of the Village not to charge, impose and collect or receive from registered owners of the Refunded Bonds mailing, shipping, insurance or other similar charges in connection with such redemption or calls. Accordingly, pursuant to paragraph (c) of Section 70.00 of the Local Finance Law, no such charges shall be so charged, collected or received by the Chief Fiscal Officer, as fiscal agent. Section 8. The Refunding Bonds shall be sold at a public sale using a notice of sale, or at the election of the Village Treasurer, at a private sale by negotiation, in either case to a purchaser (the “Purchaser”) for a purchase price to be determined by the Village Treasurer, plus accrued interest from the date of the delivery of and payment for the Refunding Bonds, subject to the approval of the terms and conditions of such sale by the State Comptroller as may be required by subdivision 2 of paragraph f of Section 90.10 of the Local Finance Law. If sold at a public sale, the Village Treasurer is hereby authorized to conduct such public sale in accordance with the provisions of the Local Finance Law and all other applicable statutes and regulations, and to make all final decisions with respect to or arising out of such public sale. After the Refunding Bonds have been duly executed, they shall be delivered by the Village Treasurer to the Purchaser in accordance with the notice of sale or a purchase contract between the Village and the Purchaser, which shall be in form and substance satisfactory to the Village Treasurer. Section 9. The Board of Trustees of the Village hereby appoints the law firm of The Law Offices of Jeffrey E. Storch, of New York, New York, as bond counsel in connection with the issuance and sale of the Refunding Bonds. The Board of Trustees of the Village hereby appoints the firm of Capital Markets Advisors, LLC of Hopewell Junction, New York, as financial advisor in connection with the issuance and sale of the Refunding Bonds. The Board of Trustees of the Village is hereby authorized to appoint an Escrow Holder, as that term is referred to herein, at a future date.  Section 10. Each of the Refunding Bonds authorized by this resolution shall contain the recital of validity prescribed by Section 52.00 of the Local Finance Law and the Refunding Bonds shall be general obligations of the Village, payable as to both principal and interest by a general tax upon all the taxable real property within the Village, subject to applicable statutory limitations imposed by Chapter 97 of the Laws of 2011 of the State. Section 11. The Village Treasurer, pursuant to Sections 50.00, 90.00, 90.10 and 168.00 of the Local Finance Law, and all other officers, employees and agents of the Village are hereby authorized and directed for and on behalf of the Village 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, including to correct or amend the documents and certificates authorized to complete the transactions contemplated by this resolution. 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 Village Treasurer and the powers in connection therewith not otherwise heretofore delegated thereto are hereby delegated to the Village Treasurer. Section 13. The Village Treasurer is further authorized to take such actions and execute such documents as may be necessary to ensure the continued status of the interest on the Refunding Bonds as excludable from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and, if applicable, to designate the Refunding Bonds authorized by this resolution as “qualified tax-exempt obligations” in accordance with Section 265 of the Code. Section 14. For the benefit of the holders and beneficial owners from time to time of the obligations, the Village agrees, in accordance with and as an obligated person with respect to the obligations under, Rule 15c2-12 promulgated by the Securities Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “Rule”), to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of the Rule. In order to describe and specify certain terms of the Village’s continuing disclosure agreement for that purpose, and thereby to implement that agreement, including provisions for enforcement, amendment and termination, the Village Treasurer is authorized and directed to sign and deliver, in the name and on behalf of the Village, the commitment authorized by subsection 6(c) of the Rule (the “Commitment”), to be placed on file with the Village Clerk, which shall constitute the continuing disclosure agreement made by the Village for the benefit of holders and beneficial owners of the obligations in accordance with the Rule, with any changes or amendments that are not inconsistent with this resolution and not substantially adverse to the Village and that are approved by the Village Treasurer on behalf of the Village, all of which shall be conclusively evidenced by the signing of the Commitment or amendments thereto. The agreement formed collectively by this paragraph and the Commitment, shall be the Village’s continuing disclosure agreement for purposes of the Rule, and its performance shall be subject to the availability of funds and their annual appropriation to meet the costs the Village would be required to incur to perform thereunder. The Village Treasurer is further authorized and directed to establish procedures in order to ensure compliance by the Village with its continuing disclosure agreement, including the timely provision of information and notices. Prior to making any filing in accordance with the agreement or providing notice of the occurrence of any material event, the Village Treasurer shall consult with, as appropriate, the Village Attorney and bond counsel or other qualified independent special counsel to the Village. The Village Treasurer, acting in the name and on behalf of the Village, shall be entitled to rely upon any legal advice provided by such Village Attorney or bond counsel or other qualified independent special counsel in determining whether a filing should be made. Section 15. When this refunding bond resolution takes effect, the Village Clerk shall cause the same, or a summary thereof, to be published together with a notice in substantially the form prescribed by Section 81.00 of the Local Finance Law in The Gazette, a newspaper having a general circulation in the Village. The validity of the Refunding Bonds authorized by this bond resolution may be contested only if such obligations are authorized for an object or purpose, or class of object or purpose, for which the Village is not authorized to expend money, or the provisions of law which should have been complied with as of the date of publication of this bond resolution, or such summary thereof, were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty (20) days after the date of such publication, or if such obligations are authorized in violation of the provisions of the Constitution of the State of New York. Section 16. In the absence or unavailability of the Village Treasurer, the Deputy Village Treasurer is hereby specifically authorized to exercise the powers delegated to the Village Treasurer. Section 17. The Village hereby determines that the issuance of the Refunding Bonds is a Type II action that will not have a significant effect on the environment and, therefore, no other determination or procedures under the State Environmental Quality Review Act (“SEQR”) are required. Section 18. This bond resolution shall take effect immediately upon its adoption by the Board of Trustees of the Village.  EXHIBIT A DESCRIPTION OF CAPITAL IMPROVEMENTS FINANCED WITH THE PROCEEDS OF THE REFUNDED BONDS $6,173,017 Public Improvement Serial Bonds, Series 2011A Purpose PPU Delaware Aqueduct Engineering Services Del Aq 40 Village Wide Drainage Projects 15 Village Renovations-Lighting 07-08 5 Scarborough Fire House Construction 25 Annual Guide Rail-Repair/Installation (RF) 15 Scar Train Water Main 40 Sleepy Hollow Rd. Pump/Water Transmission 07-08 40 Traffic Lights 20 Village Wide Drainage Projects 15 Sewer Improvements 30 Recreations - Design & Relocation 15 Scarborough Park Construction 15 Scarborough Park Study 5 Solar Project Design 25 Water Tank Cleaning & Inspection 40 DPW Roof Replacement 25 Scar FH 25 Scar.Rd Drainage 15 DPW Garage 30 Police Car 5 Fingerprint Scan 5 Guide Rail-BAN 15 Sidewalk-BAN 15 Scarb Rd Sewer 30 Pickup Truck 15 Scar Train Wtr Mn 40 Scarborough FH 08-09 25 2 PO Vehicles 5 Fire Chief SUV 5 Fire Hose BAN 10 Sidewalks -09-10 15 Paving -BAN 15 Tennis Crt 15 CCRC Field 15 Platfrm Tennis 15 Senior Bus 5 Brookwood 30 Scr Rd Sewer 30 Purpose PPU Sanitation Truck 15 Police Vehicle Replacement (2001) 5 Surveillance Equipment 5 Annual Paving 15 Village Wide Drainage Projects 15 Epoxy Painted Traffic Lines 15 (New) Salt Brine Tank Applicator System for existing truck 5 Brookwood Sewer Generator Replacement 30 VH Windows, Doors & (8) Garage Doors Replacement 5 Roof Replacement in Village Hall 25 Municipal Bldg. Exterior Lighting Upgrades (inc. parking lot) 5 Municipal Bldg. Mechanical Systems Survey 5 Replace/Upgrade Vac /Backhoe Bucket 15 Long Hill Pump House Pumps 40 Long Hill Pump House Generator - Tie In 40 Sleepy Hollow Pump House Generator Tie In 40 Library Windows and Doors 15 Weighted Average Maturity of Refunded Bonds: 20.10 years  EXHIBIT B REFUNDING FINANCIAL PLAN - ATTACHED Fire Department Membership - Culcay The Board thanked Mr. Culcay for volunteering. Upon motion by Deputy Mayor Chatzky, seconded by Trustee DeRose, the Board voted unanimously to approve the following resolution: BE IT RESOLVED, that the Board of Trustees of the Village of Briarcliff Manor hereby approves the membership of Ronny Culcay to the Briarcliff Fire Company. Adjournment Upon motion by Deputy Mayor Chatzky, seconded by Trustee Midgley, the Board voted unanimously to adjourn the Regular Meeting at 9:30pm. Respectfully Submitted By, Christine Dennett Village Clerk 3