RESOLUTION AMENDING A RESOLUTION APPROPRIATING $9,700,000 FOR THE PLANNING, ACQUISITION, DESIGN AND CONSTRUCTION OF A SANITARY SEWER SYSTEM TO SERVE THE OLD LYME SHORES BEACH ASSOCIATION AND AUTHORIZING THE ISSUANCE OF $9,700,000 CLEAN WATER FUND OBLIGATIONS AND/OR DRINKING WATER OBLIGATIONS OF THE OLD LYME SHORES BEACH ASSOCIATION TO MEET SAID APPROPRIATION
RESOLVED:
Section 1. Section 1 of the resolution of The Old Lyme Shores Beach Association in the Town of Old Lyme, Connecticut (the “Association”), entitled “Resolution Appropriating $9,700,000 For The Planning, Acquisition, Design And Construction Of A Sanitary Sewer System To Serve The Old Lyme Shores Beach Association And Authorizing The Issuance Of $9,700,000 Clean Water Fund Obligations And/Or Drinking Water Obligations Of The Old Lyme Shores Beach Association To Meet Said Appropriation” (the “Resolution”), is hereby amended to update the description of the study referenced therein, such that Section 1 of the Resolution is deleted in its entirety and replaced with the following to read as follows:
“Section 1. The sum of $9,700,000 is appropriated for the planning, acquisition, design and construction of a sanitary sewer system to serve The Old Lyme Shores Beach Association in the Town of Old Lyme, Connecticut (the “Association”), including, but not limited to, connection fees for the conveyance of sewage to an existing regional sewerage facility and all costs associated with connecting to said regional sewerage facility, pump stations, acquisition of real property as may be required for the project, engineering, land surveying, geophysical studies, rights of way and easements, storm drainage improvements, road reconstruction, and water distribution system improvements, and all other tasks related to the planning, acquisition, design and construction of said project, all to be completed in substantial accordance with plans and specifications as outlined in that certain study entitled “Wastewater Facilities Planning Report, Miami Beach Association, Old Lyme CT” dated June 19, 2015, as it may be amended from time to time, prepared by Fuss & O’Neill, Inc., 146 Hartford Road, Manchester, Connecticut 06040, and for administrative, printing, legal and financing costs related thereto, said appropriation to be inclusive of any and all State and Federal grants-in-aid less defrayment of any costs paid by The Old Colony Beach Club Association and/or the Miami Beach Association thereof (collectively, the “Project”).”
Section 2. Section 4 is hereby deleted in its entirety and replaced with the following to read as follows:
“Section 4. The Association hereby expresses its official intent pursuant to Section 1.150-2 of the Federal Income Tax Regulations, Title 26 (the “Regulations”), to reimburse expenditures paid sixty days prior to and any time after the date of passage of this resolution in the maximum amount and for the Project with the proceeds of Clean Water Fund Obligations, Drinking Water Obligations, bonds or bond anticipation notes or other obligations (collectively, “Tax-Exempt Obligations”) authorized to be issued by the Association. Tax-Exempt Obligations shall be issued to reimburse such expenditures not later than 18 months after the later of the date of the expenditure or the substantial completion of the Project, or such later date the Regulations may authorize. The Association hereby certifies that the intention to reimburse as expressed herein is based upon its reasonable expectations as of this date. The President or his designee is authorized to pay Project expenses in accordance herewith pending the issuance of Tax-Exempt Obligations, and to amend this declaration.”
Section 3. Section 5 of the Resolution is hereby deleted in its entirety, and the Resolution is hereby further amended to include the following new sections at the end of the Resolution to read as follows:
“Section 5. To meet any portion of the costs of the Project, $9,700,000 bonds of the Association or so much thereof as shall be necessary for such purpose, shall be issued, maturing not later than the maximum maturity permitted by the General Statutes of Connecticut, as amended from time to time (the “Connecticut General Statutes”). Said bonds may be issued in one or more series as determined by the President and the Treasurer, in the amount necessary to meet the Association’s share of the cost of the Project determined after considering the estimated amount of State and Federal grants-in-aid of the Project or the actual amount thereof if this be ascertainable, and the anticipated times of the receipt of the proceeds thereof, provided that the total amount of bonds to be issued shall not be less than an amount which will provide funds sufficient with other funds available for such purpose to pay the principal of and the interest on all temporary borrowings in anticipation of the receipt of the proceeds of said bonds outstanding at the time of the issuance thereof, and to pay for the administrative, printing and legal costs of issuing the bonds. The bonds shall be in the denomination of $1,000 or a whole multiple thereof, be issued in fully registered form, be executed in the name and on behalf of the Association by the facsimile or manual signatures of the President and the Treasurer, bear the Association seal or a facsimile thereof, be certified by a bank or trust company, which bank or trust company may be designated the registrar and transfer agent, be payable at a bank or trust company, and be approved as to their legality by the Association’s bond counsel. The bonds shall be general obligations of the Association and each of the bonds shall recite that every requirement of law relating to its issue has been duly complied with, that such bond is within every debt and other limit prescribed by law, and that the full faith and credit of the Association are pledged to the payment of the principal thereof and interest thereon. The aggregate principal amount of the bonds of each series to be issued, the annual installments of principal, redemption provisions, if any, the certifying, registrar and transfer agent and paying agent, the date, time of issue and sale and other terms, details and particulars of such bonds, including the approval of the rate or rates of interest, shall be determined by the President and the Treasurer, in accordance with the Connecticut General Statutes. The Association may issue taxable bonds or notes as the issuance of such taxable bonds or notes is hereby determined to be in the public interest.
Section 6. Said bonds shall be sold by the President in a competitive offering or by negotiation, in his discretion. If sold in a competitive offering, the bonds shall be sold at not less than par and accrued interest on the basis of the lowest net or true interest cost to the Association. A notice of sale or a summary thereof describing the bonds and setting forth the terms and conditions of the sale shall be published at least five days in advance of the sale in a recognized publication carrying municipal bond notices and devoted primarily to financial news and the subject of state and municipal bonds. If the bonds are sold by negotiation, provisions of the purchase agreement shall be approved by the President.
Section 7. The President is authorized to make temporary borrowings in anticipation of the receipt of the proceeds of said bonds. Notes evidencing such borrowings shall be signed by the President and the Treasurer, have the seal of the Association affixed, be payable at a bank or trust company designated by the President, be approved as to their legality by the Association’s bond counsel, and be certified by a bank or trust company designated by the President pursuant to Section 7-373 of the Connecticut General Statutes. They shall be issued with maturity dates which comply with the provisions of the Connecticut General Statutes governing the issuance of such notes, as the same may be amended from time to time. The notes shall be general obligations of the Association and each of the notes shall recite that every requirement of law relating to its issue has been duly complied with, that such note is within every debt and other limit prescribed by law, and that the full faith and credit of the Association are pledged to the payment of the principal thereof and the interest thereon. The net interest cost on such notes, including renewals thereof, and the expense of preparing, issuing and marketing them, to the extent paid from the proceeds of such renewals or said bonds, shall be included as a cost of the Project. Upon the sale of the bonds, the proceeds thereof, to the extent required, shall be applied forthwith to the payment of the principal of and the interest on any such notes then outstanding or shall be deposited with a bank or trust company in trust for such purpose.
Section 8. The President is hereby authorized, on behalf of the Association, to enter into agreements or otherwise covenant for the benefit of bondholders to provide information on an annual or other periodic basis to the Municipal Securities Rulemaking Board (the “MSRB”) and to provide notices to the MSRB of material events as enumerated in Securities and Exchange Commission Exchange Act Rule 15c2-12, as amended, as may be necessary, appropriate or desirable to effect the sale of the bonds and notes authorized by this resolution. Any agreements or representations to provide information to the MSRB made prior hereto are hereby confirmed, ratified and approved.
Section 9. The President is hereby authorized, empowered and directed in the name and on behalf of the Association to execute and deliver such other instruments, documents and agreements and to take such other and further action, as he shall deem necessary, appropriate or desirable to carry out the purpose and intent of the foregoing resolutions and to effectuate the transactions contemplated hereby.”
Section 4. The remaining provisions of the Resolution shall be applicable to this resolution as of the effective date of this resolution and shall remain in full force and effect.
Section 5. This resolution shall be effective upon its approval by each of the Board of Governors of the Association and the Association electors and persons qualified to vote at a duly warned Regular Meeting to be held pursuant to the Association Charter and in accordance with the Connecticut General Statutes.