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-CERTIFICATE OF DETERNIINATION OF THE
SUPERVISOR RELATIVE TO- THE AUTHORIZATION,
SALE, ISSUANCE, FORM AND CONTENTS OF THE
$1,440,000 BOND ANTICIPATION NOTE-2017 OF THE
TOWN OF SOUTHOLD, SUFFOLK COUNTY,NEW YORK
I, Scott A. Russell, Supervisor of the Town of Southold, Suffolk County, New
York (herein called the "Town7% HEREBY CERTIFY that pursuant to the powers and duties
delegated to me, the chief fiscal officer of the Town, by the Town Board of the Town, pursuant
to the bond resolutions duly adopted and referred to in paragraph 1 hereof, and subject to the
limitations prescribed in said bond resolutions, I have made the following determinations:
1. (a) A bond anticipation note of the Town in the principal amount of
$500,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
bond resolution entitled:
"Bond Resolution of the Town of Southold, New York,
adopted August 16, 2011, authorizing the construction of
stormwater mitigation-improvements, stating the estimated
maximum cost thereof is $500,000, appropriating said amount
for such purpose, and authorizing the issuance of $500,000
serial bonds of said town to finance said appropriation."
duly adopted by the Town Board on the date therein referred to.
(b) A bond anticipation note of the Town in the principal amount of
$26,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the bond
resolution entitled:
"Bond Resolution of the Town of Southold, New York,
adopted January 31,-2017, authorizing various capital projects
in and for the Town, stating the estimated maximum cost
thereof is $160,000, appropriating said amount for such
purpose, and authorizing the issuance of bonds in the principal
amount of$160,000 to finance said appropriation."
duly adopted by the Town Board on the date therein referred to.
(c) A bond anticipation note of the Town in the principal amount of
$114,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
bond resolution entitled:
"Bond Resolution of the Town of Southold, New York,
adopted January 31, 2017, authorizing various capital projects
in and for the Town, stating the estimated maximum cost
thereof is $160,000, appropriating said amount for such
2956571.1 041419 CLD
purpose, and authorizing the issuance of bonds in the principal
amount of$160,000 to finance said appropriation."
duly adopted by the Town Board on the date therein referred to.
(d) A bond anticipation note of the Town in the principal amount of
$370,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
bond resolution entitled:
"Bond Resolution of the Town of Southold, New York,
adopted May 9, 2017, authorizing the construction of a shade
shelter and installation of a solar array at the animal shelter,
stating the estimated maximum cost thereof is $630,000,
appropriating said amount for such purpose, and authorizing
the issuance of bonds in the principal amount of not to exceed
$630,000 to finance said appropriation."
duly adopted by the Town Board on the date therein referred to.
(e) A bond anticipation note of the Town in the principal amount of
$380,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
bond resolution entitled:
"Bond Resolution of the Town of Southold, New York,
adopted June 12, 2017, appropriating $600,000 for the
increase and improvement of facilities of the Fishers Island
Ferry District, and authorizing the issuance of bonds in the
principal amount of$600,000 to finance said appropriation."
duly adopted by the Town Board on the date therein referred to.
(f) A bond anticipation note of the Town in the principal amount of
$300,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
bond resolution entitled:
"Bond Resolution of the Town of Southold, New York,
adopted October 10, 2017, appropriating $300,000 for the
increase and improvement of facilities of the Fishers Island
Ferry District, and authorizing the issuance of bonds in the
principal amount of$300,000 to finance said appropriation."
duly adopted by the Town Board on the date therein referred to.
(g) Said $500,000 note, said $26,000 note,, said $114,000 note, said
$370,000 note, said $380,000 note, and said 300,000 note shall be combined for the purpose of
sale into a single note issue in the aggregate principal amount of$1,440,000 (hereinafter referred
to as the "Note").
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2. The terms, form and details of said Note shall be as follows:
Amount and Title: $1,440,000 Bond Anticipation Note-2017
Water Improvements-2017
Dated: December 12, 2017
Matures: December 12, 2018
Number and
Denomination No. R-1, at$1,440,000
Interest Rate
per annum 2.25%
The place of payment of principal and interest shall be the office of the Town Clerk, Town Hall,
Southold, New York, and the form of note shall be substantially in accordance with the form
prescribed by Schedule B,2 of the Local Finance Law, constituting Chapter 33-a of the
Consolidated Laws of the State of New York, provided that the Note when issued will be
(i)registered in the name of Cede & Co. as nominee of The Depository Trust Company, New
York, New York ("DTC") and (ii) deposited with DTC to be held in trust until maturity.
Purchases of ownership interests in the Note will be in book-entry form in denominations of
$5,000, or any integral multiple thereof. Beneficial owners of the Note will not receive
certificates representing their interest in the Note. Unless the Town determines otherwise,
transfers or exchanges of ownership interests in the Note may be accomplished via book-entry
transactions only, as recorded through the book-entry system established and maintained by DTC
or a successor depository.
3. The bonds authorized pursuant to the bond resolutions referred to in
paragraphs 1(a) through 1(d) are for improvements that are non-assessable. The bonds
authorized pursuant to the bond resolutions referred to in paragraphs 1(e) and 1(f) are for
improvements which are assessable.
4. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Jefferies LLC,New York,New York, for the purchase price
of$1,449,534.00, plus accrued interest, if any, from the date of said Note to the date of delivery
thereof; and I HEREBY FURTHER DETERMINE that said Note shall bear interest at the rate of
two and twenty-five hundredths per centum(2.25%)per annum,payable at maturity.
5. Said Note shall be executed in the name of the Town by its Supervisor and
the corporate seal of the Town shall be impressed or imprinted thereon and attested by its Town
Clerk.
I HEREBY FURTHER DETERMINE that at the time of the delivery of the Note,
and as a condition to such delivery, I shall deliver or cause to be delivered to the financial
2956571.1 041419 CLD
institution referred to in paragraph 4 hereof a copy of the Town's Undertaking to Provide
Notices of Events, executed by the undersigned as chief fiscal officer of the Town, setting forth
the Town's written agreement for the benefit of holders of or owners of beneficial interests in the
Note, all in conformity with applicable provisions of Rule 15c2-12 of the Securities and
Exchange Commission.
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to are in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 12th day of
December, 2017.
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Supervisor
2956571.1 041419 CLD
CLERK'S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with:,sdid Town in my office as Town Clerk on or before December
12,2017; and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the bond resolutions
cited in said Certificate has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town as of December 12,
2017.
(SEAL) -P-L�-- ,o na..�
Town Clerk
2956571.1041419 CLD