HomeMy WebLinkAboutPublic Improvement o�OUFFO[,r�o
DENIS NONCARROW �� G.y Town Hall,53095 Main Road
TOWN CLERK p P.O.Box 1179
COD 2 Southold,New Yok 11971
REGISTRAR OF VITAL STATISTICS Q Fax(631)765.-6145
MARRIAGE OFFICER
RECORDS MANAGEMENT.OFFICER �0,� .� Telephone 765-1800
FREEDOM OF INFORMATION OFFICER www.southoldtldtownny.gov
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
September 1St,2023
Robert P. Smith,Esq.
Hawkins Delafield&Wood LLP
7 World Trade Center
-250 Greenwich Street --New York,New York 10007
Re: Town of Southold-NY
$9,130,000 Public Improvement(Serial)Bonds—2023
Dear Bob:
I hereby certify that on this date I have caused to be filed in my office the Debt Statement
prepared as of August 30, 2023 in connection with the sale of the above refere bond issue.
DAKIS NONCARROW
TOWN CLERK
(SEAL)
cc:
AC 973 (Rev. 7/85)
Cities under 125,000 population
Counties
Towns
Villages
STATE OF NEW YORK
OFFICE OF THE STATE COMPTROLLER
ALBANY,NEW YORK 12236
DEBT STATEMENT
OF
TOWN OF SOUTHOLD
SUFFOLK COUNTY,NEW YORK
PREPARED AS OF
AUGUST 30,2023
THE FOLLOWING IS A STATEMENT OF THE TOWN OF SOUTHOLD IN THE COUNTY OF SUFFOLK,
NEW YORK, TO CONTRACT INDEBTEDNESS, AND IS PREPARED AS OF AUGUST 30, 2023 PURSUANT
TO TITLE 8,ARTICLE I1 OF THE LOCAL FINANCE LAW.
DEBT LIMIT
Counties,cities,towns and villages.............................................................................................................. $908,976,096
Multiply"Average Full Valuation" (page 2),Line 7 by.07
TOTAL NET INDEBTEDNESS
TotalInclusions(page 2)............................................................................................................................... 31,175,000
Less: Total Exclusions(Page 3).................................................................................................................... 2,455,000
TotalNet Indebtedness .......................................................................................,......................................... 28.720.000
NET DEBT-CONTRACTING MARGIN
DebtLimit(Above)....................................................................................................................................... $908,976,096
Less: Total Net Indebtedness(Above).......................................................................................................... 28,720,000
NetDebt-Contracting Margin....................................................................................................................... $880.256.096
PERCENTAGE OF DEBT-CONTRACTING POWER EXHAUSTED
Divide "Total Net Indebtedness" by "Debt Limit" and enter
resulthere...................................................................................................................................................... 3.16%
PROPOSED BOND ISSUE
The amount of bonds proposed to be sold at public sale on September 12,2023 in connection
with which this statement is made and filed is .......................................................................................... $ 9,130,000
The amount of bond anticipation notes heretofore issued in anticipation of the sale and
issuance of such bonds and included at 'Borrowings" at Item 1 of Inclusions is................... $ 9,130,000
— 1 —
STATEMENT OF TOTAL DEBT
AVERAGE FULL VALUATION OF TAXABLE REAL ESTATE
Computation of Average Full Valuation Based on Last Five Completed Assessment Rolls
(1) (2) (3)
Taxable Assessed Full Valuation of
Line For Fiscal Valuation of Final State Taxable Real Estate
No. Year Ending Real Estate Equalization Rate(%) ,(Column 1 -Column 2)
1. 2019 $109,654,291 0.94 $11,665,350,106
3. 2020 $110,766,975 0.93 $11,910,427,419
4. 2021 $111,478,920 0.88 $12,668,059,091
5. 2022 $111,024,468 0.88 $12,616,416,818
5. 2023 $112,466,274 0.70 $16,066,610,571
6. Total of Lines 1 to 5 Inclusive................................................................................ $64,926,864,006
7. Average Full Valuation(115 of Total of Column 3) ............................................. 12.985.372.801
INCLUSIONS
I. Borrowings. Sec. 135.00(a)(1).................................................................................. $ 31,175,000
2. Real Property Liabilities. Sec. 135.00(a)(2)..............................................................
3. Contract Liabilities. Sec. 135.00(a)(3)......................................................................
4. Cities,Towns and Villages:
Contract Liabilities:Housing Guarantees; Subsidies.
Sec. 135.00 a 4 a 4-a a 4-b ..................................................................... 0
5. Cities,Towns,Villages:
State Loans to Certain Housing Authorities and
Municipalities. Sec. 135.00(a)(5).......................................................................
6. Judgments,Claims,Awards and Determinations.
Sec. 135.00(a)(6)..................:.............................................................................
7. Cities,Towns,Villages:
Indebtedness Contracted by Certain District Corporations.
Sec. 135.00(a) (7)...............................................................................................
8. Indebtedness Contracted or incurred Pursuant to Article II,
Title 1-A of the Local Finance Law in relation to a Joint
Service of Joint Water, Sewage,or Drainage Project:
(See Instruction 5,Page 2.)
(a)Borrowings: Several Indebtedness.....................................................................
(b)Borrowings:Allocated or Apportioned Joint
Indebtedness.............................................................................
(c)Real Property Liabilities.....................................................................................
(d)Contract Liabilities.............................................................................................
(e)Judgments, Claims,Awards and Determinations...............................................
TOTALINCLUSIONS................................................................ $ 31,175,000
2 —
GROSS JOINT INDEBTEDNESS
The aggregate gross amount of all joint indebtedness before
apportionment of allocation is......................................................................................... $
(See Instruction 6,page 3.)
EXCLUSIONS
1. Tax and Revenue Obligations. Sec. 136.00(1).......................................................................... $
2. Obligations Issued for other than Capital Improvements.
Sec. 136.00(1-a)......................................................................................................................
3.Water Indebtedness. Sec. 136.00(2).......................................................................................... 0
4.Indebtedness Contracted for Self-Liquidating Projects.
Sec. 136.00(3).........................................................................................................................
5. Sewer Indebtedness Contracted on or after January 1, 1962,
and prior to January 1, 1994. Sec.1 36.00(4-a)........................................................................
6.Bonds for Pensions. Sec. 136.00(4)..........................................................................................
7. Cities and Villages with Population of 5,000 or More:
Indebtedness for Housing and Urban Renewal Purposes.
Sec. 136.00(8).........................................................................................................................
(See also,if applicable, indebtedness for housing or urban
renewal purposes(Sec. 136.00(8-a)).
8. Towns and Villages with Population of Less than 5,000:
Subsidies or Guarantees for Housing Purposes. Sec 136.00(9)..............................................
9.Assets of Sinking Funds. Sec. 136.00(10)................................................................................
10.Refunded and Refunding bonds. Sec. 136.00(10-a)(10-b) .......................................................
11. Cash on Hand for Debts. Sec. 136.00(11).................................................................................
12.Appropriations. Sec. 136.00(12)............................................................................................... 2,455,000
13. Cities Only:
School Indebtedness. Sec. 136.00(13)....................................................................................
14. (a) Several Indebtedness Contracted in relation to a Joint
WaterProject. Sec. 15.50................................................................................................ (a)
(b)Joint Indebtedness Contracted for such Purpose............................................................... (b)
15. (a) Several Indebtedness Contracted for a Joint Service and
Excluded Pursuant to Local Finance Law, Sec. 15.20 and
123.00.............................................................................................................................. (a)
(b)The Apportioned or Allocated Amount of any such Joint --
Indebtedness so Excluded............................................................................................... (b)
16. (a) Several Indebtedness Contracted for a Joint Sewage
and/or Drainage Project and Excluded Pursuant to
Local Finance Law, Sec. 123.00 and 124.10.................................................................. (a)
(b)The Apportioned or Allocated Amount of any such Joint
Indebtedness so Excluded............................................................................................... (b)
TOTALEXCLUSIONS...................................................................................... $ 2,455.000
3 —
SCHEDULE A
PART 1. The following obligations will be sold at the sale in connection with which this debt statement is filed:
Date Type Amount Object or Purpose
of of to be for which
Authorization Obligation Sold Authorized
SEE ATTACHED SCHEDULE
PART 2. The following bond anticipation notes have been issued in anticipation of the bonds listed in PART 1 above,and
are now outstanding.
Date
of
Note Amount Object or Purpose for which Authorized
The following symbols may be used: Serial Bond-SB; Statutory Installment Bond-SIB; Bond Anticipation Note BAN;
Capital Note-CN; Tax Anticipation Note-TAN; Revenue Anticipation Note-RAN; Budget Note-BN; Certificate of
indebtedness-CI; Sinking Fund Bonds-SFB.
SCHEDULE B
PART 1. The following obligations are authorized,unissued and will be sold prior to the sale of the obligations listed in
Schedule A,PART 1.
Date Type Amount Object or Purpose
of of to be for which
Authorization Obli ag tion Issued Authorized
Total............................................$ -0-
PART 2. The following obligations are authorized,unissued and will not be sold prior to the sale of the obligations listed
in Schedule A,PART 1.
Date Type Amount Object or Purpose
of of for which for which
Authorization Obligation Authorized Authorized
Various SB $9,310,000 Various Public Improvements
— 4 —
i J
VERIFICATION BY CHIEF FISCAL OFFICER
State of New York
SS:
County of Suffolk
Scott Russell,being duly sworn,deposes and says: That he is the duly qualified,and acting chief fiscal officer of the Town
of Southold,in the County of Suffolk,New York;that he prepared and has read the foregoing debt statement and knows the
contents thereof; that the same is true to his own knowledge except as to the matters therein stated to be alleged upon
information and belief, and that as to those matters he believes it to be true.
IGNATURE
Town Supervisor
TITLE
Town Hall
PO Box 1179
Southold NY, 11971
MAIL ADDRESS
SUBSCRIBED AND SWORN TO BEFORE ME
THIS ST DAY OF 2023
-r-
NOTARY PUBLIC
MICHELLE L TOMASZEWSKI
NOTARY PUBLIC-STATE-OF NEW YORK
. No. 01T06156671
Qualified in Suffolk County
My Commission Expires 11-27-2026
— 5 —
Schedule A
Date Amount Amount to Amount to Amount to
Authorized Project Description Oustandine be paid New Money Bonds BANs
08/16/11 Stormwater Mitigation Improvements, $225,000 $(5,000) - $220,000 $ -
06/12/17 Installation of Ferry Pilings 315,000 (20,000) - 295,000 -
10/10/17 Acquisition of Munnatawket Engine 270,000 (5,000) - 265,000 -
03/14/18 1080 Carroll Ave Acquisition 655,000 (15,000) - 640,000 -
03/14/18 Town Hall Annex-Acquisition 2,910,000 (70,000) - 2,840,000 -
03/14/18 Town Hall Annex-Improvements 910,000 (75,000) 500,000 835,000 500,000
03/27/18 Sidewalks and Drainage Improvements 310,000 (50,000) - 260,000 -
07/17/18 Increase/Improvement of SWMD 288,117 (25,117) - 263,000 -
08/28/18 Sidewalk Improvements( 380,000 (60,000) - 320,000 -
09/25/18 Acquisition of Munnatawket Engine 135,000 (5,000) - 130,000 -
12/18/18 Acquisition of Computer Equipment 18,000 (8,000) - - 10,000
12/18/18 Town Hall HVAC Improvements 160,000 (20,000) - 140,000 -
03/26/19 Passenger Ferry Purchase 440,000 (10,000) - 430,000 -
06/04/19 Street Lighting Replacement 95,000 (45,000) - - 50,000
07/02/19 Increase/Improvement of SWMD 331,437 (25,437) - 306,000 -
02/11/20 Fishers Island Sidewalk Improvements 225,000 (25,000) - 200,000 -
02/11/20 Acquisition of Highway Equipment 125,605 (10,605) - 115,000 -
02/11/20 Stormwater Mitigation 245,000 (5,000) - 240,000 -
08/11/20 Race Point Ferry Improvements 1,250,000 (800,000) - - 450,000
02/11/20 Sidewalk Improvements 500,000 (50,000) - 450,000 -
02/11/20 Software Updates 200,000 (50,000) - - 150,000
05/18/21 Computer Hardware and Software 250,000 (75,000) - - 175,000
02/11/20 Fishers Island Highway Barn 150,000 - - - 150,000
10/05/21 Acqusition of Vacuum Truck 431,841 (841) - 431,000 -
03/29/22 Comprehensive Master Plan 200,000 - - - 200,000
i
06/07/22 Gull Pond Bulkhead Improvements 160,000 - - - 160,000
06/07/22 Sidewalk Improvements 250,000 - - 250,000 -
06/07/22 Stormwater Mitigation 500,000 - - 500,000 -
06/21/22 Plans&Specs for PD/Court Building 1,000,000 (1,000,000) - - -
07/19/22 Fishers Island Seawall Improvements 850,000 - - - 850,000
12/18/18 Town Hall Basement Improvements - - 100,000 - 100,000
02/28/23 Land Acquisition - - 1,400,000 - 1,400,000
07/05/23 Stormwater Control - - 250,000 - 250,000
07/05/23 Sidewalk Improvements - - 250,000 - 250,000
07/05/23 Land Acquisition- 12500 Main Rd. - - 1,100,000 - 1,100,000
$ 13,780,000 (2,455,000) $3,600,000 9,130,000 5,795,000
6 -
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO THE TERMS, FORM AND DETAILS OF SALE
AND ISSUANCE OF THE ; $9,130,000 PUBLIC
IMPROVEMENT SERIAL BONDS-2023 OF THE TOWN OF
SOUTHOLD, NEW YORK, AND ' PROVIDING FOR THE
PUBLIC SALE THEREOF
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated
to me, as the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the
bond resolutions duly adopted and as referred to herein and subject to the limitations prescribed
in said bond resolutions, I have made the following determinations:
1. Authorization Principal Amount Maturity Schedule and Designation. (a)
Serial bonds (the "Bonds") of the Town shall be issued in the respective principal amounts, to
finance each of the respective objects or purposes, pursuant to the bond resolutions duly'adopted
by the Town Board on their respective dates and shall mature in the respective principal amounts
in September 15 in each of the years 2024 to 2042, inclusive, all as set forth on Schedule I,
attached hereto and hereby made a part hereof.
(b) All of said Bonds referred to in subparagraph (a) shall be combined for the ,
purpose of sale and issuance into a single issue of serial bonds in the aggregate principal amount
of$9,130,000 and each Bond shall be designated"Public Improvement Serial Bond-2023."
(c) Said Bonds shall mature on September 15 in the aggregate principal amounts
as set forth below:
3828812.1 046577 CLD
Year of Principal Year of Principal
Maturity Amount Maturity Amount
2024 $345,000 2034 $490,000
2025 355,000 2035 505,000
2026 365,000 2036 525,000
2027 380,000 2037 545,000
2028 390,000 2038 565,000
2029 405,000 2039 585,000
2030 420,000 2040 610,000
2031 4359000 2041 630,000
2032 455,000 2042 655,000
2033 470,000
The weighted average period of probable usefulness of the Bonds,-as calculated by Munistat
Services, Inc., pursuant to applicable provisions of the Local Finance Law, is hereby determined
to be 19.10 years.
(d) Following the sale of the Bonds as provided for in paragraph 12 hereof, the
aggregate par amount of Bonds may be decreased in an amount not in excess of the premium
offered by the successful bidder and the amount of each annual maturity, as set forth herein,
may be adjusted to the extent necessary, in order that the total proceeds, which include the
total par amount of the Bonds plus the original issue premium, if any, received by the Town
does not exceed the maximum amount permitted under applicable provisions of the Internal
Revenue Code of 1986, as amended. In addition, the amount of Bonds maturing in each year,
as set forth in this paragraph, may be adjusted, in multiples of $5,000 and to the extent
necessary, in order that the Town can achieve annual debt service which is substantially level
or declining, as authorized by law.
3828812.1 046577 CLD
2. Issue Da% The Bonds shall be dated their date of delivery,,which is expected
to be September 20, 2023. The date of each Bond shall appear on the face thereof under the
caption"Date of Original Issue," and each Bond shall bear interest from such date.
3. Interest Rate and Dates and Medium of Payment. The Bonds shall bear
interest from their date at a rate or rates of interest per annum necessary for the Town to sell said
Bonds, the bidder to name a rate or rates of interest per annum in multiples of one-hundredth of
1% or multiples of one-eighth of 1% per annum which the Bonds are to bear, and said bidder
may state different rates of interest for Bonds maturing in different calendar years and variations
in rates of interest so bid may be in any order; provided, however, that only one rate of interest
may be bid for all Bonds maturing in any one calendar year. The exact rate or rates of interest
shall be determined by the undersigned Supervisor upon the receipt of bids therefor, as
hereinafter set forth, payable semi-annually on March 15 and September 15 in each year to
maturity, commencing March 15, 2024, payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
Interest shall be paid by wire transfer or in clearinghouse funds on each interest payment date,
payable to the person in whose name the Bond is registered at his address, as shown upon the
books of the Town kept for that purpose at the office of the Town Clerk, Town of Southold,
54375 Main Road, Southold, New York, as fiscal agent (the "Fiscal Agent"), as of the close of
business on the last day of the calendar month immediately preceding each such interest payment
date.
4. Bonds Subject to Prior Redemption. The Bonds maturing on or before
September 15, 2029 will not be subject to redemption prior to maturity. The Bonds maturing on
September, 15, 2030 and thereafter, will be subject to redemption, at the option of the Town,
I I
3828812.1 046577 CLD
prior to maturity, in whole or in part, and if in part, in any order of their maturity and in any
amount within a maturity (selected by lot within a maturity), on any date on or after
September 15, 2029, at par plus accrued interest to the date of redemption.
Notice of such call for redemption shall be given by mailing such notice to the
registered owner at least thirty (3 0) days prior to the date set for such redemption. Notice of
redemption having been given as aforesaid, the bonds so called for redemption shall,,on the date
for redemption set forth in such call for redemption, become due and payable together with
interest to such redemption date. Interest shall cease to be paid thereon after such redemption
date.
5. Denominations.Numbers and Letters. The Bonds maturing in each year shall
be issued as fully registered bonds in denominations of$5,000 or any integral.multiple thereof.
The Bonds shall be numbered separately and consecutively upward with the letter "R" prefixed
thereto, and shall be transferable and exchangeable as provided herein.
6. Book-Entry System. The Bonds when issued shall be (i) registered in the
name of Cede & Co., as nominee of The Depository Trust Company, 55 Water Street, New
York, New York ("DTC"), and (ii) deposited with DTC to be held in trust until maturity. Only
one Bond will be initially issued for each maturity in the aggregate principal amount of such
maturity. DTC is"an automated depository for securities and clearinghouse for securities
transactions, and will be responsible for establishing and maintaining a book-entry system for
recording the ownership"interests of its participants, which include certain banks,trust companies
and securities dealers, and the transfers of the interests among its participants. The DTC
participants will be responsible for establishing and maintaining records with respect to the
beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of
3828812.1 046577 CLD
beneficial ownership interests in the Bonds may only be made through book entries (without
certificates issued by the Town) made on the books and records of DTC (or a successor
depository) and its participants, in denominations of $5,000 or integral multiples thereof.
Beneficial owners of the Bonds will not receive certificates representing their respective interests
in the Bonds. Principal of and interest on the Bonds will be payable by the Town or its agent by
wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds.
Transfer of principal,and interest payments to participants of DTC will be the responsibility of
DTC; transfer of principal and interest payments to beneficial owners by participants of DTC
will be the responsibility of such participants and other nominees of beneficial owners. The
r Town will not be responsible or liable for payments by DTC to its participants or by DTC
participants to beneficial owners or for maintaining, supervising or reviewing the records
maintained by DTC, its participants or persons acting through such participants.
Notwithstanding the foregoing, at the option of the successful bidder, the Bonds may be
registered in the name of the purchaser in non-book-entry form, and may be issued in the form of
a statutory installment bond.
7. Discontinuance of Book-Entry System. In the event.that (a) DTC determines
to discontinue providing its service with respect to the Bonds by giving notice to the Town and
discharging its responsibilities with respect thereto under applicable law, and the Town fails to
1 \
appoint a successor securities depository for the Bonds, or (b) the Town determines to
discontinue the system of book-entry transfers through DTC (or a successor securities
depository),then bond certificates shall be delivered to the beneficial owners upon registration of
the Bonds held in the beneficial owners' names. After;such registration the beneficial owners
shall become the registered owners of the Bonds. In such event, the Supervisor of the Town
3828812.1 046577 CLD
shall execute a Supplemental Certificate of Determination which will set forth the terms;form
and details of issuance of such bond certificates.
8. Fiscal Agent. The Town Clerk is hereby appointed as Fiscal Agent for the
Bonds pursuant to, and to act in accordance with, applicable provisions of the Local Finance
Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York. In the event
that the book-entry system described in Section 6 above is discontinued, the Town may appoint a
bank or trust company located and authorized to do business in New York State to act as
successor Fiscal Agent in connection with the issuance of bond certificates.
9. Execution of Bonds. The Bonds shall be executed in the name of the Town by
the manual signature of the Supervisor, and shall have the corporate seal,of the Town, or a
facsimile thereof, affixed, imprinted, engraved or otherwise reproduced thereon and attested by
the manual signature of the Town Clerk.
10. Transfer of Bonds. Each Bond shall be transferable only upon the books of
the Town, which shall be kept for such purpose at the office of the Fiscal Agent, by the
registered owner thereof in person or by his attorney duly authorized in writing, upon surrender
thereof together with a written instrument of transfer satisfactory to the Fiscal Agent duly
r
executed by the registered owner or his duly authorized attorney. Upon transfer of any such
Bond, the Town shall issue in the name of the transferee a new Bond or Bonds of the same
aggregate principal amount and maturity as the surrendered Bond. The Town and the Fiscal
Agent may deem and treat the person in whose name any Bond shall be registered upon the
books of the Town as the absolute owner of such Bond, whether such Bond shall be overdue or
not, for the purpose of receiving payment of, or on account of, the principal of and interest on
such Bond and for all other,purposes, and all such payments so'made to any such registered
3828812.1 046577 CLD
I
owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid, and neither the Town nor the Fiscal Agent
shall be affected by any notice to the contrary.
11. Regulations With Respect to Exchanges and Transfers. In all cases in which
the privilege of exchanging or transferring Bonds is exercised, the,Town shall execute and the
Fiscal Agent shall deliver ,Bonds in accordance with the provisions hereof. All Bonds
surrendered in any such exchanges or transfers shall forthwith be cancelled by the Fiscal Agent.
For every such exchange or transfer of Bonds, the Town or the Fiscal Agent may make a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with
respect to such exchange or transfer, and may charge a sum sufficient to pay the cost of
' preparing each new Bond issued upon such exchange or transfer,,which sum or sums shall be
paid by the person requesting such exchange or transfer as a condition precedent to the exercise
of the privilege of making such exchange or transfer. The Town shall not be obliged to make
any such exchange or transfer of Bonds between the last day of the calendar month immediately
i
preceding an interest payment date and such interest payment date.
12. Sale of Bonds. The Bonds shall be sold upon sealed proposals to be received
by the undersigned Supervisor on Tuesday, September 12, 2023, at 11:00 o'clock A.M.
(Prevailing Time), at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson l
1
Station, New York, via iPreo's Parity Electronic ,Bid Submission System ("Parity") or by
facsimile transmission, pursuant to the terms set forth in the Notice of Sale for the Bonds, in
substantially the form as provided in Appendix A,which shall be published at least once in"The
Bond Buyer,"published in the City of New York, not less than five (5) nor more than thirty (30)
days prior to the date of said sale. A copy of such complete notice (as set forth in Appendix A)
3828812.1 046577 CLD
shall be sent not less than eight (8) nor more than thirty (30) days prior to the date of said sale to
(1) the State Comptroller, Albany,New York; (2) at least two banks or trust.companies having a
place of business in Suffolk County, or, if only one bank is located in such County, then to such
bank and to at least two banks or trust companies having a place of business in an adjoining
County; (3) "The Bond Buyer", 1 State Street Plaza, New York, New York 10004; and (4) at
least ten (10) bond dealers. The Bonds shall be delivered to the purchaser thereof on or about
September 20, 2023 upon receipt by the Town of the purchase price therefor in Federal Funds
and deposit of the Bonds with DTC to be held in trust until maturity.
13. Form of Bonds. Said Bonds shall be in substantially the form set forth in
Appendix B hereto.
14. SEC Rule 15c2-12. In order to assist bidders in complying with Rule 15c2- /
12 promulgated by the Securities and Exchange Commission and as part of the Town's
contractual obligation arising from its acceptance of the successful bidder's proposal, at the time
of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to
Provide Continuing Disclosure" in substantially the form set forth in Appendix C hereto. Said
Undertaking will constitute a written agreement or contract of the Town for the benefit of
holders of and owners of beneficial interests in the Bonds,to protide to the Electronic Municipal
Market Access ("EMMA") System implemented by the Municipal Securities Rulemaking Board
established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, or any
successor thereto or to the functions of such Board contemplated by the Undertaking, the annual
financial information and timely notice of the occurrence of certain events; as enumerated in said
Rule 15c2-12.
3828812.1 046577 CLD
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Bonds hereinabove described and 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 30th day-of
August, 2023.
ut1
Supervisor
3828812.1 046577 CLD
Schedule T '
Date ofAuthorization 8/16/2011 6/17/2017 10/10/2017 3/14/2018 3!14!2018 3714/2018 3/27/2018 7/17/2018 8/28/2018 9/25/2018
-Amount'Authorized' 500,000 600,000 300,000 750,000 3,200,000 2,800,000 500,000 500,000 620,000 150,000
Date ofFirst Borrowing 12112/2017 12/12/2017 12/12/2017 11/15/2018 11115/2018 11/1572018 11/15/2018 11/15/2018 11115!2018 11/152018
Fund A SM SM A A A DB, SIt DB SM
Purpose Stormwater Ferry Mnanatawket 1080 Town Hall Town Hall Sidewalks Payloader Sidewalk 'Murmatawk6t
Mitigation Pilings Engine Cartel Ave Annex Annex and Imps Engine
Improvements Acquisiton Acquisiton Improvements Dminage Fl
Period of Use(Years) 40 20 35 30 30 15 10 15 10 35
Amount in 2017 BANS 250,000 380,000 300,000
Amountpaid in 2018
Amount in 2018 BANS 250,000, 380,000 300,000. 750,000 3,200,000 600,000 500,000 500,000 620,000 150,000
Amount paid in 2019 10,000 20,000 15,000 40,000- 110,000 50,000 50,000 121,883 55,000
Amouht.iu 2019 BANS 240,000 360,000 285,000 710,000 3,090,000 556,000 456,000 378,117 565,000 150,000
Amount Paid in 2020 5,000' 15,000 5,000 20,000 60,000 35,000 45,000 35,00.0 60,000 5,000.
Additional Amounts Added in 2020 500,000
Amount in 2020 BANS 235,000 345,000 280,600 690,000 3,030,000 1,015,000 405;000 343,117 505,000 145;000
Amount to paid in 2021 5;000, 15,000 5,000 20,000 ,60,000 35,000 45,000 35,000 60,000 5,000
Additional Amounts Added in 2021
Amount.to BANsin 2021 230,000 330,000 275,000 670,000 2,970,000 980,000 360,000 308,117 445,000 140,000
Amount paid in 2022 5,000 15,000 5,000 15,000 60,000 70,000 - 50,000 20,000 65,000 5;000
Amount to BANs in 2022 -225,000. 315,000 270,000 655,000 2,910,000 910,000 310,006 .288,117 380,000 135,000
Amount to Pay in 2023 5,000 20,000 5,000 15,000 70,000 75,000 50,000' 25,117 60,000 5,000
Amount to Bonds 220,000 295,060 265,000 640,000 2,840,000 83000 260,000 263,000 320,000 130,000
2024 8,311 11,147 10,614 24,184 107,317 3.1,553' 9,825 9,438 12,092 4,912
.2025 8,554 11,470 10,304 24;885 110,427 32,467 16,110. 10,226 12,442 5;055
2026 8,795 11,794 10,594 215,586 113,538 33,382 10,394_ 10,514 12,793 5,197
2027 9,157 12,278 11,030 26,637 118,204 34,754 10,821 10,946 13,3;19 5,411
2028 9,398 12,601 11,320 27;338 121,314 35,668 11,106 11,234 13,669 5,553
2029 9,759 13,086 11,755 28,390 125,980 37,040 11,533 11;666 14,195 5,767
2030 10,120 13,571 12,191 29,441 130,646 38,412 11,961 12;099 14,721 5,980
2031 10,482 14,055 12,626 30,493 135,312 39,784 12,388 12,531 15,246 6,194
2032 10,964 14,702 13,206 31,895 141,533 41,613 12,957 13;107 15,947 6;479
2033 11,325 15;186 13,642 32,946 146,199 42,985 13,384 13,539 16,473 6,692
2034 11,807 15,832 14,222 34;348 152,421 44,814 13,954 14,115 17,174 6,977
2035 12,169 16,317 14,658 35,400 157,087 46,186 14,381 14,547 17,700 7,191
2036 12,651 16,963 15,238 36,802 163,308 48,015 14;951. 15,123 18,401 7,475.
2037 13,133 .17,610 15,819 38,204 169;529 49, 19
844 15,520 15,699 ,102 7,760
2038 13,614 18,256 16,399 39,606 175,750 51,673 16,090 16,275 .19,803 8,045'
2039 14,096 18,9.02 16,980 41,008 181,972 53,502 16,659 16,852 20,504 8,330
2040 14,699 19,7ld 17,705 42;760 189,748 55,789 17,371 17,572 21,380 8,686
2041 15,181 20,356 18,280 44,162 195,969 57,618, 17,941 18,148 22,081' 8,970
2042 15,783 21,164 19,012 45,915 - 203,746 59,904 18,653 18,868 22,957 9,326
220,000 295,000 265,000 640,000 2,840,000 835,000 260,000 263,000 320,000 130,000
3828812.1 046577 CLD
Date of Authorization 12/18!2018 3/26/2019 7/112019 2/11/2020 7111/2020 2/11%2020 2111/2020' 10/52021 6/7/2022 6/7/2022
AmountAuthotized 250,000 460,000 850,000 250,000 133,605 250;000 500,000 450,000 250;000 500,000
Date of First Borrowing. 9/242019 9/24/2019 924/2019 923/2020, 9/23/2020 9232020 9/22/2021 9/212022 9/21/2022 9/21/2022
Fund A. SM Sk DB DB A DB. A DBA
Purpose Town Purmase, Improvement Fisher island Highway Stormwater Sidewalk Vacuum Sidewalk 'St6rinwater
Hall Passenger of SI IW Sidewalk Equipment Mitigation Improvements Truck Drips Mitigation
HVAC Ferry
Period of Use(Years)' 10 30 15 10 15 40 10 15 10 40
Amount in 2017 BANS 930;000
Amount paid in 2018 0
Amountin 2018 BANs 7,250,000
Amount paid in 2019 471,883
Amount in 2019 BANS 200,000 460,000 800,,000 0 0 0 8,238,117
Amount Paid in 2020 0 0 400,000 0 0 0 685,000
Additional Amounts Added in 2620 500,000
Amount.in,2020 BANs 200,000 460,600 400,000 250,000 .135,605 100,000 8,5.38;722
Amounito paid in 2021 20,060 10,000 45,000 0 0 0 0 360,000'
Additional Amounts-Added in 2021 156;000 150,000
Amount to BANs in 2021 180,000 450,000 355,000 250,000 135,605 250,000' 500,000 $,828,722
Amount paid in 2022 20,000 10,000 23,563 25,000 10,000 5,000 403,563
Amount to BANS in 2022 160,000 440,000 331,437 225,000 125,605 245,000 500,000 431;841 250,000 500,000 9,607,000
Amount to Pay mn2023 20,000 10,000 '25,437 25,000 10,605, 5,000 50,000 841 0 0 477,000
Amount to Bonds', 140,006 430,000 306,000 200,000 115,000 240,000 450,000 431,000 250,000 500,000 9,130,000
2024 5,290 16,249 11,563 7,558 4,346 9,069 17;004 16,296 9,447 18,894 3.45;000,
2025, 5,444 16,720 11,898 7,777 4,472 9;332 17;497 16,758 9,721 .19,441 355,000
2026 5,597 17;191 12,233 7,996 4,597 9,595 17,990 17,231 9095 19,989 365,000
'2027 5,827 17,897 12,736 8,324 4,786 9,989 18,729 1.7,9 39 10;4,05 20,811 380,000
2028' 5,980 18,368 13,071 8,543 4,91,2 10,252' 19,222 18,411 10,679 21,358 390,000
2029 6,210 19,074 13,574 8,872 5.101 10,646 19,962 19,119 11;090 22,180 405,000
2030 6,440 19,781 14,077 9,200 5,290 11,041 20,701 19,827 11,501 23,001 420,000
2031 6,670 20,487 14,579 9,529 5,479 11,435 21,440 20,535 11,911 23,823 435,000
2032 6,977 21,429 15,250 9,967 5,731 11,961 22,426 21,479 12,459 24,918 455,000
2033 7,207 22,136 15,752 10,296 5,920 12,355 23;165 22,187 12,870 25,739 470,000
2034 7,514 23,078 161423 10,734 6,172 12,881 24;151 23,131 13,417 26,835 490,000
2035 7,744 23,784 16,926 11,062 6,361 13,275 24;890 23,840 13,828 27,656 505,000
2036 8,050 24,726. 17,596 11,501 6,613 13;801 25,876 :24;784 14,376 28,751 525;000
2037 8,357 25,668 18;266. 1'1,939 6,865, 14,326 26,862 .25,728, 14,923 29,847 545,000
2038 8,664 26,610 18,936 12;377 7,117 14,852 27,948 26,672 15,471 30,942 565,000
2039 8,970 27,552 19,607 12,815 7;369 15,319 28,834 27,616 16,019 32,037 585,000
2040 9,354 28,729 20,445 13,363 7,683 16,035' 30,066 23,796 16,703 33,406 610,000
2041 9,660 29,671 21,115 13,801 7,935 16,561 31,051 29,740 17,251 34,502 630,000
2042 10,044 36,849 21,953 14,348 8,250 17,21,8' 32,284 50,921 17;935, 35,871 655,000
140,000 430,000 306,000 200;000 115,000 240,000 450,000 431,000 250,000 500,000 9,130,000.
3828812.1 046577 CLD
CLERK'S CERTIFICATE
I, Denis Noncarrow, 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 said Town in my office as Town Clerk; and
1
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
referred to 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 'd Town as of the 30th day of
August, 202
(SEAL)
Town erk
i
3828812.1 046577 CLD
APPENDIX A
TOWN OF SOUTHOLD,
IN THE COUNTY OF SUFFOLK,NEW YORK
NOTICE OF$9,130,000*-BOND SALE
SEALED PROPOSALS will be received by the Supervisor, Town of Southold
(the "Town"), Suffolk County, New York, at the offices of Munistat Services, Inc. (the
"Municipal Advisor"), Munistat Services, Inc.', 12 Roosevelt Avenue, Port Jefferson Station,
New York (Telephone No. 631-331-8888, Fax No. 631-331-8834), on Tuesday, September 12,
2023, until 11:00 A.M. (Prevailing Time) via iPreo's Parity Electronic Bid Submission System
("Parity") or by facsimile transmission, at which time they will be publicly opened and
announced, for the purchase of $9,130,000* PUBLIC IMPROVEMENT SERIAL BONDS-
2023 (the "Bonds"), maturing on September 15, in annual principal installments as shown below
which, together with interest thereon, are expected to effectuate and provide for substantially
level or declining annual debt service.
Year of Principal Year of Principal
Maturily Amount Maturily Amount
2024 $345,000 2034 $490,000
2025 355,000 2035 505,000
2026 365,000 2036 525,000-
2027 380,000 2037 545,000
2028 390,000 2038 565,000
2029 405,000 2039 585,000
2030 420,000 2040 610,000
2031 435,000' 2041 630,000
2032 455,000 2042 655,000
2033 470,000
Delivery and Payment Dates for the Bonds
The Bonds will be dated the date of their delivery, which is expected to be
September 20, 2023, and will bear interest at the rate or rates per annum specified' by the
successful bidder therefor in accordance herewith, payable semi-annually on March 15 and
September 15 in each year to maturity, commencing March 15, 2024.
Post-sale Adjustment of Par Amount of the Bonds
The aggregate par amount of Bonds may be decreased in an amount not in
excess of the premium offered by the successful bidder and the amount of each annual
maturity, as set forth herein, may be adjusted to the extent necessary, in order that the
total proceeds, which include the total par amount of the Bonds plus the original issue
premium, if any, received by the Town does not exceed the maximum amount permitted
under applicable provisions of the Internal Revenue Code of 1986, as amended. The
annual maturities of the Bonds may also be adjusted for the purpose of attaining debt
3828812.1 046577 CLD
4
service that is substantially level or declining, as provided pursuant to Section 21.00(d) of
the New York State.Local Finance Law (the "Law"). Such adjustments will be made by
3:00 P.M. (Prevailing Time) on the day of the bid opening. The successful bidder may
neither withdraw nor modify its bid as a result of any such post-bid adjustment. Any such
adjustment shall be conclusive, and shall be binding upon the successful bidder.
The Bonds of each maturity, as adjusted, will bear interest at the same rate
and must have the same initial reoffering yields as specified for that maturity by the
successful bidder for the Bonds. It is the intent of this provision to hold constant, on a per
bond basis, the successful bidder's underwriting spread. However, the award will be made
to the bidder whose bid produces the lowest true interest cost, calculated as specified .
herein, solely on the basis of the Bonds offered,without taking into account any adjustment
in the amount of Bonds.
Changes to the Time and/or Date of Bid Opening
The Town reserves the right to change the time and/or date of the bid opening,
and notice of any change thereof shall be provided at least one (1)hour prior to the time set forth
above for the opening of sealed proposals, by means of a supplemental notice of sale to be
transmitted over the Thomson Municipal Newswire or TM3.
Optional Redemption for the Bonds
The Bonds maturing on or before September 15, 2029 will not be subject to
redemption prior to maturity. The Bonds maturing on September 15, 2030 and thereafter will be
subject to redemption, at the option of the Town, prior to maturity, in whole or in part, and if in
part, in any order of their maturity and in any amount within a maturity (selected by lot within a
maturity), on any date on or after September 15, 2029, at par plus accrued interest to the date of
redemption.
Notice of such call for redemption shall be given by mailing such notice to the
registered owner at least thirty (30) days prior to the date set for such redemption. Notice of
redemption having been given as aforesaid, the bonds so called for redemption shall, on the date
for redemption set forth in such call for redemption, become due and payable together with
interest to such redemption date. Interest shall cease to be paid thereon after such redemption
date.
Form of Bonds
The Bonds are expected to be issued in the form of fully registered bonds, in
denominations corresponding to the total principal amounts due in each year of maturity. As a
condition to delivery of the Bonds, the successful bidder will be required to cause the Bond
certificates to 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. DTC is an automated depository for securities and clearinghouse for securities
transactions, and will be responsible for establishing and maintaining a book-entry system for
recording the ownership interests of its participants,which include certain banks,trust companies
and securities dealers, and the transfers of the interests among its participants. The DTC
3828812.1 046577 CLD
participants will be responsible for establishing and maintaining records with respect to the
beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of
beneficial ownership interests in the Bonds may only be made through book entries (without
certificates issued by the Town) made on the books and records of DTC (or a successor
depository) and its participants, in denominations of $5,000, or integral multiples thereof.
Principal of and interest on the Bonds will be payable by the Town or its agent by wire transfer
or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of
principal and interest payments,to participants of DTC will be the responsibility of DTC; transfer
of principal and interest payments to beneficial owners by participants of DTC will be the
responsibility of such participants and other nominees of beneficial owners. The Town will not
be responsible or liable for payments by DTC to its participants or by DTC participants to
beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC,
its participants or persons acting through such participants. Notwithstanding the foregoing, at
the option of the successful bidder, the Bonds may be registered in the name of the purchaser in
non-book-entry form, and may be issued in the form of a statutory installment bond.
Submission of Bids
Each proposal must be a bid of not less than $9,130,000_for all of the Bonds.
Each proposal must state in a multiple of one-hundredth of 1%or a multiple of one-eighth of 1
the rate or rates of interest per annum which the Bonds are to bear and may state different rates
of interest for Bonds maturing in different calendar years; provided, however, that only one rate
of interest may be bid for all Bonds maturing in any one calendar year. Variations in rates of
interest so bid may be in any order.
Sealed proposals may be submitted electronically via Parity or via facsimile
transmission at (631) 331-8834, in accordance with this Notice of Sale, until the time specified
herein. No other form of electronic bidding services nor telephone proposals will be accepted.
No proposal will be accepted after the time for receiving proposals specified above. Bidders
submitting proposals via facsimile must use the "Proposal for Bonds" form attached hereto.
Once the proposals are communicated electronically via Parity or via facsimile to=the Town, each
bid will constitute an irrevocable offer to purchase the Bonds pursuant to the terms therein
provided.
Bidding Using Parity
Prospective bidders wishing to submit an electronic bid via Parity must be
contracted customers of Parity. Prospective bidders who do not have a contract with Parity must
call (212) 849-5021 to become a customer. By submitting an electronic bid for the Bonds, a
bidder represents and warrants to the Town that such bidder's bid for the purchase of the Bonds
is submitted for and on behalf of such prospective bidder by an officer or agent who is duly
authorized to bind the bidder to a legal, valid and enforceable contract for the purchase of the
Bonds.
Each prospective bidder who wishes to submit an electronic bid shall be solely
responsible to register to bid via Parity. Each qualified prospective bidder shall be solely
responsible to make necessary arrangements to access Parity for purposes of submitting its bid in
3828812.1 046577 CLD
a timely manner and in compliance with the requirements of this Notice of Sale. Neither the
Town nor Parity shall have any duty or obligation to undertake such registration to bid for any
prospective bidder or to provide or assure such access to any qualified,prospective bidder, and
neither the Town nor Parity shall be responsible for a bidder's failure to register to bid or for
proper operation of, or have any liability for any delays or interruptions of, or any damages
caused by Parity. The Town is using Parity as a communications mechanism, and not as the
Town's agent, to conduct the electronic bidding for the Town's Bonds. The Town is not bound
by any advice or determination of Parity,as to whether any bid complies with the terms of this
Notice of Sale. All costs and expenses'incurred by prospective bidders in connection with their
registration and submission of bids via Parity are the sole responsibility of the bidders, and the
Town is not responsible, directly or indirectly, for any such costs or expenses. If a prospective
bidder encounters any difficulty in registering to bid, or submitting or modifying a bid for the
Bonds, it should telephone Parity and notify the Town's.Municipal Advisor, Munistat Services,
Inc., at (631) 331-8888 (provided that the Town shall have no obligation to take any action
whatsoever upon receipt of such notice).
If any provisions of this Notice of Sale shall conflict with information provided
by Parity, as approved provider of electronic bidding services, this Notice of Sale shall control.
Further information about Parity, including any fee charged, may be obtained from Parity at
(212) 849-5021. The time maintained by Parity shall constitute the official time with respect to
all bids submitted.
Bidders submitting bids via facsimile do not need to register to bid.
Good Faith Deposit l
' As a condition precedent to the consideration of the bidder's proposal, a good
faith deposit (the "Deposit") in the amount of$91,300 is required for each bid to be considered.
Such Deposit may be in the form of. (i) a certified or cashier's check payable to the order of
"Town of Southold, New York," or (ii) a wire transfer in accordance with instructions set forth
herein. If a wire transfer is used, it must be sent to the account so designated by the Town for
such purpose, not later than 10:00 A.M. on the date of the sale; however, the Town reserves the
right to award the Bonds to a successful bidder whose wire transfer is initiated but not received
by such time provided that such successful bidder's fed wire reference number has been received.
A wire reference number must be provided when the bid is submitted. Bidders must contact
Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York, telephone�No.
631-331-8888, the Town's Municipal Advisor, no,later than 24 hours prior to the bid opening to
obtain the Town's wire instructions. The Town shall not incur any liability from delays of or
interruptions in the receipt of the Deposit by fed wire or return of the Deposit to any
unsuccessful bidder. Under no circumstances shall interest accrue on the Deposit occasioned by
a delay in the return of the Deposit to any unsuccessful bidder. No interest on the Deposit will
accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds.
Award of Bonds
The Bonds will be awarded and sold to the bidder complying with the terms of
sale and offering to purchase the Bonds at such rate or rates of interest per annum as.will produce
3828812.1 046577 CLD
the lowest true interest cost over the life of the issue, and if two or more such bidders offer the
same lowest true interest cost, then to one of said bidders selected by the Sale Officer by lot from
among all said bidders. True interest cost shall be determined for each bid by doubling the semi-
annual interest rate, compounded semiannually, necessary to discount all interest and principal
payments from the payment dates thereof to the dated date of the Bonds, so that the sum of the
present value of said payments equals the price bid, such price bid excluding interest accrued to
the date of delivery. The true interest cost shall be calculated from the dated date of the bonds.
The successful bidder must also pay an amount equal to the interest on the Bonds, if any, accrued
to the date of payment of the purchase price.
Award of the Bonds will be made without taking into consideration any-
adjustment to be made to the principal amount of the Bonds described herein.
The Town reserves the right to reject any and all bids (regardless of the interest
rate bid),to reject any bid not complying with this official Notice of Sale and, so far aspermitted
by law,to waive any irregularity or informality with respect to any bid or the bidding process.
When the successful bidder has been ascertained, the Sale Officer will promptly
return all Deposits made to the persons making the same, except the deposit made by such
bidder. Award of the Bonds to the successful bidder, or rejection of all bids, is expected to be
made promptly after opening of the bids, but the successful bidder may not withdraw its proposal
until after 3:00 o'clock P.M. (Prevailing Time) on the day of such bid-opening and then only if
such award has not been made prior to,the withdrawal. The successful bidder will be promptly
notified of the award to it, and if the successful bidder refuses or neglects to pay the agreed price
of the Bonds less the amount deposited, by it, the amount deposited shall be-forfeited to and
retained by the Town as liquidated damages for such neglect or refusal.
Bond Insurance
If the Bonds qualify-,for issuance of any policy of municipal bond insurance or
commitment therefor at the option of a bidder, the purchase of any such insurance policy or the
issuance of any such commitment therefor shall be at the sole option and expense of such bidder
and any increased costs of issuance of the Bonds resulting by reason of the same, unless
otherwise-paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any
such policy of insurance to be issued, shall not constitute cause for a failure or refusal by the
purchaser of the Bonds to accept delivery of and pay for said Bonds in accordance with the terms
hereof.
Use of Proceeds
The proceeds of the Bonds will be used to provide financing for various capital
projects in and for the Town, as described in the Preliminary Official Statement.
Payment and Security for the Bonds
The Bonds are general obligations of the Town and shall contain a pledge of the
faith and credit of the Town for the payment of the principal thereof and interest thereon. The
State Constitution requires the Town to pledge its faith and credit for the payment of the
3828812.1 046577 CLD
principal of the Bonds and the interest thereon and to make annual appropriations for the
amounts required for the payment of such interest and the redemption of the Bonds. The State
Constitution also provides that if at any time the appropriating authorities fail to make the
required appropriations for the annual debt service on the Bonds and certain other obligations of
the Town, a sufficient sum shall be set apart from the first revenues thereafter received and shall
be applied for such purposes, and also that the fiscal officer of the Town may be required to set
apart and apply such revenues as aforesaid at the suit of any holder of such obligations.
Debt Statement
The population of the Town is estimated to be 23,571. The debt statement to be.
filed pursuant to Section 109.00 of the Law in connection with the sale of the Bonds, prepared as
of August 30, 2023 shows the five-year average full valuation of real property subject to taxation
by the Town to be $12,985,372,801, its debt limit to be $908,976,096, and its total net
indebtedness (exclusive of the Bonds) to be $28,720,000. The issuance of the Bonds will not
increase the total net indebtedness of the Town. In addition, the Town plans to sell its
$5,795,000 Bond Anticipation Notes-2023 simultaneously with the Bonds, which will increase
the Town's total net indebtedness by$3,600,000.
Delivery of the Bonds and Assignment of CUSIP Numbers
The Bonds will be delivered to DTC and shall be paid for in Federal Funds on or
about September 20, 2023 at such place in New York City, and on such business day and at such
hour, as the Sale Officer shall fix on three business days' notice to the successful bidder, or at
such other place and time as may be agreed upon with the successful bidder. The deposit of the
Bonds with DTC under a book-entry system requires the assignment of CUSIP numbers prior to
delivery. It shall be the responsibility of the Town's financial advisor to obtain CUSIP numbers
for the Bonds within one day after distribution of the Notice of Sale of the Bonds. The Town
will not be responsible for any delay occasioned by the inability to deposit the Bonds with DTC
due to the failure to obtain such numbers and to supply them to the Town in a timely.manner.
All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the
Town; provided, however, that the CUSIP Service Bureau charge for the assignment of said
numbers shall be the responsibility of and shall be paid for by the successful bidder.
Legal Opinion
The successful bidder will be furnished without cost with the approving opinion
of the law firm of Hawkins Delafield & Wood LLP ("Bond Counsel") substantially as set forth
in Appendix C to the.Preliminary Official Statement dated August 30, 2023 (the "Preliminary
Official Statement") circulated in connection with the sale of the Bonds, which shall be
supplemented by the final official statement to be dated September 12, 2023 (the "Official
Statement").
Tax Exemption
The successful bidder may at its option refuse to accept the Bonds if prior to their
delivery the opinion of Bond Counsel is not delivered or if any income tax law of the United
States of America is hereafter enacted which shall provide that the interest thereon is taxable, or
3828812.1 046577 CLD
shall be taxable at a future date, for federal income tax purposes, and in such case the deposit
made by it will be returned and it will be relieved of its contractual obligations arising from the
acceptance of its proposal.
The Internal Revenue Code of 1986, as amended (the"Code"), establishes certain
ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in
order that interest on the Bonds be and remain excludable from gross income under Section 103
of the Code. Concurrently with the delivery of the Bonds, the Town will execute a Tax
Certificate, which will contain provisions and procedures relating to compliance with the
requirements of the Code and a certification to the effect that the Town will comply with the
provisions and procedures set forth therein and that it will do and perform all acts and things
necessary or desirable to assure that interest paid on the Bonds is excludable from gross income
under Section 103 of the Code.
Upon delivery of the Bonds, Bond Counsel will deliver an opinion that states that,
under existing statutes and court decisions and assuming continuing compliance with the
provision's and procedures set forth in the Tax Certificate, (i) interest on;the Bonds is excluded
from gross income for federal income tax purposes pursuant to Section 103 of the Code; and (ii)
interest on the Bonds is not treated as a preference item in calculating the alternative minimum
tax under the Code; however for tax years beginning after December 31, 2022, interest on the
Bonds is included in the "adjusted financial statement income" of certain corporations that are
subject to the alternative minimum tax under Section 55 of the Code. In addition, the opinion of
Bond Counsel will state that, under existing statutes, interest on the Bonds is exempt from
personal income taxes of New York.State and its political subdivisions, including The City of
New York.
The Town will NOT designate the Bonds as "qualified tax-exempt obligations"
pursuant to the provisions of Section 265 of the Code.
Obligation of Winning Bidder to Deliver an Issue Price Certificate at Closing
By submitting a bid, each bidder is certifying that its bid is a firm offer to
purchase,the Bonds, is a good faith offer which the bidder believes reflects current market
conditions, and is not a "courtesy bid" being submitted for the purpose of assisting in meeting
the competitive sale requirements relating to the establishment of the "issue price" of the Bonds
pursuant to Section 148 of the Code, including the requirement that bids be received from at least
three (3) underwriters of municipal bonds who have established industry reputations for
underwriting new issuances of municipal bonds (the "Competitive Sale Requirements"). The
Municipal Advisor will advise the winning bidder if the Competitive Sale Requirements were
met at the same time it notifies the winning bidder of the award of the Bonds. Bids will not be
subject to cancellation in the event that the Competitive Sale Requirements are not
satisfied.
The winning bidder shall, within one (1) hour after being notified of the award of
the Bonds, advise the Municipal Advisor by electronic or facsimile transmission of the
reasonably expected initial public offering price or yield of each maturity of the Bonds (the
"Initial Reoffering Prices") as of the date of the award.
3828812.1 046577 CLD
By submitting a bid, the winning bidder agrees (unless the winning bidder is
purchasing the Bonds for its own account and not with a view to distribution or resale to the
public) that if the Competitive Sale Requirements are not met, it will elect and satisfy either
option (1) or option (2) described below. Such election must be made on the bid form submitted
by each bidder. In the event a,bidder submits a bid via Parity, such bidder must notify the
Municipal Advisor by email (nnadelson@munistat.com) as to such election at the time such bid
is submitted.
(1)Hold the Price. The winning bidder:
(a) will make a bona fide offering to the public of all of the
Bonds at the Initial Reoffering Prices and provide Bond Counsel with reasonable
supporting documentation, such as a copy sof the pricing wire or equivalent
communication,the form of which is acceptable to Bond Counsel,
(b) will neither offer nor sell to any person any Bonds within a
maturity at a price that is higher, or a yield that is lower, than the Initial
Reoffering Price of such maturity until the earlier of (i) the date on which the
winning bidder has sold to the public at least 10 percent of the Bonds of such
maturity at a price that is no higher, or a yield that is no lower, than the Initial
Reoffering Price of such maturity or (ii) the close of business on the 5th business
day after the date of the award of the Bonds, and
(c) has or will include within any agreement among
underwriters, any selling group agreement and each retail distribution agreement
(to which the winning bidder is a party) relating to the initial sale of the Bonds to
the public, together with the related pricing wires, language obligating each
underwriter'to comply with the limitations on the sale of the Bonds as set forth
above.
(2) Follow the Price. The winning bidder:
(a) will make a bona fide offering to the public of all of the
Bonds at the Initial Reoffering Prices and provide the Town with reasonable
supporting documentation, such as a copy of the pricing wire or equivalent
communication, the form of which is acceptable to Bond Counsel,
(b) will report to the Town information regarding the first price
that at least 10 percent of the Bonds within each maturity of the Bonds have been
sold to the public,
(c) will provide the Town with reasonable supporting
documentation or certifications of such sale prices the form of which is acceptable
to Bond Counsel. This reporting requirement, which may extend beyond the
closing date of the Bonds, will continue until such date that the requirement set
forth in paragraph(b) above for each maturity of the Bonds is satisfied, and
3828812.1 046577 CLD
(d) has or will include within any agreement. among
underwriters, any selling group, agreement and each retail distribution agreement
(to which the winning bidder is a party) relating to the initial sale of the Bonds to
the 'public, together with the related pricing wires, language obligating each
underwriter to comply with the reporting requirement described above.
For purposes of the "hold the price" or "follow the price" requirement, a
"maturity"refers to Bonds that have the same interest rate, credit and payment terms.
Regardless of whether or not the Competitive Sale Requirements were met, the
winning bidder shall submit to the Town a certificate (the "Reoffering Price Certificate"),
satisfactory to Bond Counsel, prior to the delivery of the Bonds stating the applicable facts as
described above. The form of Reoffering Price Certificate is available by contacting Bond
Counsel or the Municipal Advisor.
If the winning bidder has purchased the Bonds for its own account and not with a
view to distribution or resale to the public, then, whether or not the Competitive Sale
Requirements were met, the Reoffering Price Certificate will recite such facts and identify the
price or prices at which the purchase of the Bonds was made. -
For purposes of this Notice, the "public" does not include the winning bidder or
any person that agrees pursuant to a written contract with the winning bidder to participate in the
initial sale of the Bonds to the public (such as,a retail distribution agreement between a national
lead underwriter and a regional firm under which the regional firm participates in the initial sale
of the Bonds to the public). In making the representations described above, the winning bidder
must reflect the effect on the offering prices of any "derivative products" (e.g., a tender option)
used by the bidder in connection with the initial sale of any of the Bonds.
Official Statement, Continuing Disclosure and Compliance History
The Town will provide a reasonable number of Official Statements to,the
successful bidder within seven (7) business days following receipt of a written request therefor
made to the Town and its,Municipal Advisor. Such request may specify the applicable (a)
offering price(s), (b) selling compensation, (c) rating(s), (d) credit enhancement and (e) identity
and complete name of such bidder and any participating underwriters, and if so, the Preliminary
Official Statement will be modified or supplemented by the information so specified: Neither
the Town nor its Municipal Advisor shall be liable in any manner for any delay, inaccuracy, or
omission on the part of,the successful bidder with respect to, such request, nor shall the Town's
failure, as a result thereof, to provide the Official Statement within the above time period,
constitute cause for a failure or refusal by such bidder to accept delivery of and pay for the
Bonds in accordance with the terms hereof.
The Preliminary Official Statement is in a form "deemed final" by the Town for
the purpose of Securities and Exchange Commission Rule 15c2-12 ("Rule 15c2-12") but may be
modified or supplemented as noted above. In order to assist bidders in complying with Rule
15c2-12 and as part of the Town's contractual obligation arising from its acceptance of each
3828812.1 046577 CLD
successful bidder's proposal, at the time of the delivery of the Bonds the Town will provide an
executed copy of its "Undertaking to Provide Continuing Disclosure" (the "Undertaking"). The
form of said Undertaking is set forth in Appendix D in the Preliminary Official Statement.
Except as otherwise set forth ,in the Preliminary Official Statement (see the
caption entitled "DISCLOSURE UNDERTAKING"), the Town is in compliance in all material
respects with all previous undertakings made pursuant to Rule 15c2-12 during each of the past
five years.
Documents Accompanying the Delivery of the Bonds
The obligation hereunder to deliver or accept the Bonds pursuant hereto shall be
conditioned on the delivery to the successful bidder at the time of delivery of the Bonds of. (i)
the opinion of Bond Counsel; (ii) a certificate of the Town Attorney, dated the date of delivery
of the Bonds, to the effect that there is no controversy or litigation of any nature pending or
threatened to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any
_ way contesting or affecting the validity of the Bonds or any of the proceedings taken with respect
to the issuance and sale thereof or the application of moneys to the payment of the Bonds, and
further stating that there is no controversy or litigation of any nature now pending or threatened
by or against the Town wherein an adverse judgment or ruling could have a material adverse
impact on the financial condition of the Town or adversely affect the power of the Town to levy,
collect and enforce the collection of taxes or other revenues for the payment/of its Bonds, which
has not been disclosed in the Official Statement; (iii) a certificate of the Supervisor to the effect
that as of the date of the Official Statement and at all times'subsequent thereto, up. to and
including the time of the delivery of the Bonds, the Official Statement did not and does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the, statements herein, in the light of the circumstances under which they were made, not
misleading, and further stating that there has been no adverse material change in the financial
condition of the Town since the date of the Official Statement to the date of issuance of the
Bonds (and having attached thereto a copy of the Official Statement); (iv) certificates signed by
the Supervisor evidencing payment for the Bonds; (v) a signature certificate evidencing the due
execution of the Bonds, including statements that (a) no litigation of any nature is pending or, to
the knowledge of the signers,threatened, restraining or enjoining the issuance and delivery of the
Bonds or the levy and collection of taxes to pay the principal of and interest thereon, nor in any
manner questioning the proceedings and authority under which the Bonds were authorized or
affecting the validity of the Bonds thereunder, (b) neither the corporate existence or boundaries
of the Town nor the title of the signers to their respective offices is being contested, and (c) no
authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded,
and (vi) Tax Certificate executed by the Supervisor, as described under "TAX MATTERS" in
the,Preliminary Official Statement.
Additional Information
Copies of this Notice of Sale and the Preliminary Official Statement are available
in electronic format on the website of the Town's Municipal Advisor, Munistat Services; Inc.
("www.munistat.com") or may be obtained upon request from the offices of Munistat Services,
3828812.1 046577 CLD
I
Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776, telephone'No. 631-331-
8888.
Dated: August 30, 2023
SCOTT A. RUSSELL
Supervisor and Chief Fiscal Officer
3828812.1 046577 CLD
PROPOSAL FOR BONDS
September 12,2023
Scott A.Russell,Supervisor
Town of Southold Facsimile:631-331-8834
c/o Munistat Services,Inc.
12 Roosevelt Avenue
Port Jefferson Station,New York 11776
Dear Supervisor Russell:
Subject to the provisions and in accordance with the terms of the annexed Notice of Sale dated August 30,2023,which
is hereby made a part of this Proposal,we offer to purchase all of the$9,130,000*Public Improvement Serial Bonds-2023 of the
Town of Southold,New York, described in said Notice of Sale,and to pay therefor the price of$9,130,000*plus a premium of
$ ,plus interest,if any,accrued on said Bonds from their date to the date of their delivery,provided
that the Bonds maturing in the several years set forth below shall bear interest,from their date until maturity at the respective rates
per annum stated in the following table:
Bonds maturing in the year 2024,at % Bonds maturing in the year 2034,at %
Bonds maturing in the year 2025,at % Bonds maturing in the year 2035,at %
Bonds maturing in the year 2026,at % Bonds maturing in the year 2036,at %
Bonds maturing in the year 2027,at % Bonds maturing in the year 2037,at %
Bonds maturing in the year 2028,at % Bonds maturing in the year 2038,at %
Bonds maturing in the year 2029,at % Bonds maturing in the year 2039,at %
Bonds maturing in the year 2030,at % Bonds maturing in the year 2040,at %
Bonds maturing in the year 2031,at % Bonds maturing in the year 2041,at %
Bonds maturing in the year 2032,at % Bonds maturing in the year 2042,at %
Bonds maturing in the year 2033,at %
Deposit Requirement—Please check one of the following:
_ We enclose herewith a certified or cashier's check in the sum of$91,300, made payable to the order of the Town of
Southold,New York.
_ We sent a fed wire transfer of$91,300 to the account of the Town designated for such purpose in accordance with the
Notice of Sale and instructions provided by the Town's Municipal Advisor. The fed wire confirmation number is
at
The Deposit will be returned to the undersigned if the bid is not accepted. If this bid is accepted said Deposit will be applied as
part payment for the Bonds or retained by the Town as and for liquidated damages in case the undersigned should not take up and
pay for the Bonds in accordance with the terms of this Proposal.
The following is our computation of the true interest cost, made as provided in the above-mentioned Notice of Sale, but not
constituting any part of the foregoing Proposal for the purchase of$9,130,000*bonds under the foregoing Proposal:
Par Amount of the Bonds $
Add:
Premium..............................................................................$
Target Value for Calculation......................................................................$
TrueInterest Rate........................................................................................ %
(four decimals)
Please check one of the following: Firm:
❑ We are purchasing the Bonds for our own account
and not with a view to distribution or resale to the By:
public.
Telephone
-or-
0
r—❑ In the event the Competitive Sale Requirements Facsimile ( )are not met,we hereby elect to:
❑ Hold the Price Email:
❑ Follow the Price
*Preliminary,subject to change.
3828812.1 046577 CLD
APPENDIX B
REGISTERED REGISTERED
NO.R- $
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
PUBLIC IMPROVEMENT SERIAL BOND-2023
MATURITY INTEREST DATE OF CUSIP
DATE RATE ORIGINAL ISSUE NUMBER
September 15, September 20,2023
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM:
The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation
of the State of New York, hereby acknowledges itself indebted and for value received promises
to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY,
DATE (stated above), the PRINCIPAL SUM (stated above) upon presentation and surrender of
this bond at the office of the Town Clerk, Town of Southold, 54375 Main Road, Southold, New
York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest
on such principal sum from September 20, 2023 or from the most recent interest payment date to
which interest has been paid at the INTEREST RATE (stated above), payable semi-annually on
March 15 and September 15 in each year to maturity, commencing March 15, 2024. Interest
hereon shall be payable by wire transfer or clearinghouse funds by the Town or its agent on each
interest payment date to the registered owner hereof at his address as it appears on the
registration books of the Town maintained by the Fiscal Agent or at such other address as may
be furnished in writing by such registered owner to the Fiscal Agent as of the close of business
on the last day of the calendar month immediately preceding each interest payment date. The
principal of and interest on this bond are payable in any coin or currency of the United States of
America which, at the date of payment, is legal tender for the payment of public and private
debts; provided, however,that interest on this fully registered bond shall be paid by wire transfer
or clearinghouse funds as set forth above.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
3828812.1 046577 CLD
The faith and credit of such Town are hereby irrevocably pledged to the punctual
payment of the principal of and interest on this bond according to its terms.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York to exist, to have happened and to have been
performed precedent to and in the issuance of this bond, exist, have happened and have been
performed, and that the issue of bonds of which this is one, together with all other indebtedness
of the Town of Southold, is within every debt and other limit prescribed by the Constitution and
laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this bond to be
executed in its name by the manual signature of its Supervisor and its corporate seal to be
impressed hereon and attested by the manual signature of its Town Clerk.
l
TOWN OF SOUTHOLD
(SEAL)
By SPECIMEN
Supervisor
ATTEST:
SPECIMEN
Town Clerk
3828812.1 046577 CLD
I
Town of Southold,New York
Public Improvement Serial Bond-2023
This bond is one of an authorized issue, the aggregate principal amount of which
is $9,130,000 (the "Bonds"), the bonds of which are of like tenor, except as to number,
denomination, interest rate and maturity, and is issued pursuant to the provisions of the Local
Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the
"Law"), various bond resolutions duly adopted by the Town Board on their respective dates,
authorizing the issuance of bonds of the Town to finance various capital projects in and for the
Town, and a Certificate of Determination executed by the Supervisor as of August 30, 2023,
determining the terms, form and details of issuance of said Bonds and providing for the public
sale thereof(the "Certificate of Determination").
The Bonds are issuable in the form of registered bonds without coupons in
denominations of$5,000, or any integral multiple thereof.
This Bond is transferable or exchangeable, as provided in the Certificate of
Determination, only upon the books of the Town kept for that purpose at the office;of the Fiscal
Agent, by the registered owner hereof in person, or by his attorney duly authorized in writing,
upon the surrender of this Bond together with a written instrument of transfer or exchange
satisfactory to the Fiscal Agent duly executed by the registered owner or his attorney duly
authorized in writing, and thereupon a new Bond or Bonds, in the same aggregate principal
amount and of the same maturity, shall be issued to the transferee or the registered owner in
exchange therefor as provided in the Certificate of Determination and upon the payment of the
charges, if any,therein prescribed. I
The Bonds maturing on or before September 15, 2029 will not be subject to-
redemption prior to maturity. The Bonds maturing on September 15, 2030 and thereafter, will be
subject to redemption, at the option of the Town, prior to maturity, in whole or in part, and if in
part, in any order of their maturity and in any amount within a maturity (selected by lot within a
maturity), on any date on or after September 15, 2029, at par plus accrued interest to the date of
redemption.
Notice of such call for redemption shall be,given by mailing such notice to the
registered owner,at least-thirty (30) days prior to the date set for such redemption. Notice of
redemption having been given as aforesaid, the bonds so called for redemption shall, on the date
for redemption set forth in such call for redemption, become due and payable together with
interest to such redemption date. Interest shall cease to be paid thereon after such redemption
date.
3828812.1 046577 CLD
1. , `
ASSIGNMENT
FOR VALUE RECEIVED,the Undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER ,
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
the within Bond and does hereby irrevocably constitute and appoint
Attorney
to transfer said Bond on the books kept for registration of said Bond, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
Notice: Signature(s) must be acknowledged Notice: The signature to this assignment must
or proved, or in the alternative, certified as correspond with the name as it appears upon the
to its genuineness by an officer of a bank or face of the within bond in every particular,
trust company located and authorized to do without alteration or enlargement or any change
business in New York State. whatever
3828812.1 046577 CLD
i
APPENDIX C
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
Section 1. Definitions
"Annual Information" shall mean the information specified in Section 3 hereof.
"EMMA" shall mean the Electronic Municipal Market Access System
implemented by the MSRB.
"Financial Obligation" shall mean "financial obligation" as such term is defined
in the Rule.
"GAAP" shall mean generally accepted accounting principles as in effect from
time to time in the United States.
"Holder" shall mean any registered owner of the Securities and any beneficial
owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934.
"Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal
corporation of the State of New York.
"MSRB" shall mean the Municipal Securities Rulemaking Board established in
accordance with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934, or
any successor thereto or to the functions of the MSRB contemplated by this Agreement.
"Purchaser" shall mean the financial institution referred to in the Certificate of
Award, executed by the Supervisor as of September 12, 2023.
"Rule" shall mean Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934 (17 CFR Part 240, §240.15c2-12), as amended, as in effect on the date of
this Undertaking, including any official interpretations thereof issued either before or after the
effective date of this Undertaking which are applicable to this Undertaking.
"Securities" shall mean the Issuer's $9,130,000 Public Improvement Serial
Bonds-2023, dated September 20, 2023, maturing in various principal amounts on September 15
in each of the years 2024 to 2042, inclusive, and delivered on the date hereof.
Section 2. Obligation to Provide Continuing Disclosure. (a) The Issuer hereby
undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided either
directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New
York,to the EMMA System:
(i) (A) no later than six (6) months after the end of each fiscal year,
commencing with the fiscal year ending December 31, 2023, the Annual
Information relating to such fiscal year, and (B) no later than six (6)
v 3828812.1 046577 CLD
months after the end of each fiscal year, commencing with the fiscal year
ending December 31, 2023, the audited financial statements of the Issuer
for each fiscal year, if audited financial statements are prepared by the
Issuer and then available; provided, however, that if audited financial
statements are not prepared or are not then available, unaudited financial
statements shall be provided,and audited financial statements, if any, shall
be delivered to the EMMA System within sixty (60) days after they
become available and in-no event later than one (1) year after the end of
each fiscal year; provided further, however, that the unaudited financial
statement shall be provided for any fiscal year only if the Issuer has made
a determination that providing such unaudited financial statement would
be compliant with federal securities laws, including Rule lOb-5 of the
Securities Exchange Act of 1934 and Rule 17 (a)(2) of the Securities Act
of 1933; and
in a timely manner, not in excess of ten (10) business days after the
occurrence of such event, notice of any of the following events with
respect to the Securities:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed
Issue (IRS Form 5701-TEB) or other material notices of
determinations with respect to the tax status of the Securities, or other
events affecting the tax status of the Securities;
(7) modifications to rights of Securities holders, if material;
(8) Bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Securities, if material;
(11) rating changes;
3828812.1 046577 CLD
(12) bankruptcy, insolvency,receivership or similar event of the Issuer;
Note to clause (12): For the purposes of the event identified in clause
(12) above,the event is considered to occur when any of the following
occur: the appointment of a receiver, fiscal agent or similar officer for
the Issuer in a proceeding under the U.S. Bankruptcy Code or in any
other proceeding under state or federal law in which a court or
government authority has assumed jurisdiction over substantially all of
the assets or business of the Issuer, or if such jurisdiction has been
assumed by leaving the existing governing body and officials or
officers in possession but subject to the supervision and orders of a
court or governmental authority, or the entry of an order confirming a
plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Issuer;
(13) the consummation of a merger, consolidation, or acquisition involving
the Issuer or the sale of all 'or substantially all of the assets of the,
Issuer, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of
a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
(14) appointment of a successor or additional trustee or the change of name
of a trustee, if material; ,
(15) incurrence of a Financial Obligation of the Issuer, if material, or
agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of the Issuer, any of
which affect security holders, if material; and
` (16) default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation
of the Issuer, any of which reflect financial difficulties.
(iii) in a timely manner, not in excess of ten (10)_, business days after .the
occurrence of such event, notice of a failure to provide by the date set
forth in Section 2(a)(i) hereof any Annual Information required by Section
3 hereof.
(b) Nothing herein shall be deemed to prevent the Issuer from disseminating
any other information in addition to that required hereby in the manner set forth herein or in any
'other manner. If the Issuer disseminates any such additional information, the Issuer shall have
no obligation to update such information or include it in any future materials disseminated
hereunder.
(c) Nothing herein shall be deemed to prevent the Issuer from providing
notice of the occurrence of certain other events, in addition to those listed above, if the Issuer
3828812.1 046577 CLD
determines that any such other event is material with respect to the Securities; but the Issuer does
not undertake to commit to provide any such notice of the occurrence of any event except those
events listed above.
Section 3. Annual Information. (a) The required Annual Information shall
consist of the financial information and operating data for the preceding fiscal year, in a form
generally consistent with the information contained or cross-referenced in the Issuer's final
official statement relating to the Securities under the headings "THE TOWN," "ECONOMIC
AND DEMOGRAPHIC INFORMATION," "INDEBTEDNESS OF THE TOWN,"
"FINANCES OF THE TOWN," "REAL PROPERTY TAX INFORMATION" AND
"LITIGATION"AND IN APPENDIX A.
(b) All or any portion of the Annual Information may be incorporated in the
Annual Information by cross reference to any other documents which are (i) available to the
public on the EMMA System or (ii) filed with the SEC. If such a document is a final official
statement, it also must be available from the EMMA System.
(c) Annual Information for any fiscal year containing any modified operating
data or financial information (as contemplated by Section 7(e) hereof),for such fiscal year shall
explain, in narrative form, the reasons for such modification and the effect of such modification
on the Annual Information being provided for such fiscal year. If a change in accounting
principles is included in any such modification, such Annual Information shall present a
comparison between the financial statements or information prepared on the basis of the
modified accounting principles and those prepared on the basis of the former accounting
principles.
Section 4. Financial Statements. The Issuer's annual financial statements for
each fiscal year, if prepared, shall be prepared in accordance with GAAP or New York State
regulatory requirements as in effect from time to time. Such financial statements, if prepared,
shall be audited by an independent accounting firm. The Issuer's Annual Financial Report
Update Document prepared by the Issuer and filed annually with New York State in accordance
with applicable law, shall not be subject to the foregoing requirements.
Section 5. Remedies. If the Issuer shall fail to comply with any provision of this
Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of
all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this
Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and
may compel the Issuer or any such officers, agents or employees to perform and carry out their
duties under this Undertaking; provided that the sole and exclusive remedy for breach of this
Undertaking shall be an action to compel specific performance of the obligations of the Issuer
hereunder and no person or entity shall be entitled to recover monetary damages hereunder under
any circumstances. Failure to comply with any provision of this Undertaking shall not constitute
an event of default on the Securities. _
Section 6. Parties in Interest. This Undertaking is executed to assist the
Purchaser to comply with paragraph (b)(5)•,of the Rule and is delivered for the benefit of the
3828812.1 046577 CLD
I
Holders. No other person shall have any right to enforce the provisions hereof or any other
rights hereunder.
Section 7. Amendments. Without the consent of any holders of Securities, the,
Issuer at any time and from time to time may enter,into any amendments or changes to this
Undertaking for any of the following purposes:
(a) to comply with or conform to any changes in Rule 15c2-12 (whether
required or optional);
(b) to add a dissemination agent for the information required to be provided
hereby and to make any necessary or desirable provisions with respect
thereto;
(c) to evidence. the succession of another person to the Issuer and the
assumption of any such successor of the duties of the Issuer hereunder;
(d) to add to the duties of the Issuer for the benefit of the Holders, or to
surrender any right or power herein conferred upon the Issuer;
(e) to modify the contents, presentation and format of the Annual Information
from time to time to conform to changes in accounting or disclosure
principles or practices and legal requirements followed by or applicable to
the Issuer or to reflect changes in the identity, nature or status of the Issuer
or in the business, structure or operations of the Issuer or any mergers,
consolidations, acquisitions or dispositions made by or affecting any such
person; provided that any such modifications shall .comply with the
requirements of Rule 15c2-12 or Rule 15c2-12 as in effect at the time of
such modification; or
(f) to cure any ambiguity, to correct or supplement any provision hereof
which may be inconsistent with any other provision hereof, or to make any
other provisions with respect to matters or questions arising under this
Undertaking which, in-each case, comply with Rule 15c2-12 or Rule 15c2-
12 as in effect at the time,of such amendment or change;
provided that no such action pursuant to this Section 7 shall adversely affect the interests of the
Holders in any material respect. In making such determination, the Issuer shall rely upon an
opinion of nationally recognized bond counsel.
Section 8. Termination. This Undertaking shall remain in full force and effect
until such time as all principal, redemption premiums, if any, and interest on the Securities shall
have been paid in full or the Securities shall have otherwise been paid or legally defeased
pursuant to their terms. Upon any such legal defeasance, the Issuer shall provide notice of such
defeasance to the EMMA System. Such notice shall state whether the Securities have been
defeased to maturity or to redemption and the timing of such maturity or redemption.
In addition, this Agreement, or any provision hereof, shall be null and void in the
event that those portions of the Rule which require this Agreement, or such provision, as the case
may be, do not or no longer apply to the Securities, whether because such portions of the Rule
are invalid,have been repealed, or otherwise.
3828812.1 046577 CLD,
Section 9. Undertaking to Constitute Written AP-reement or Contract. This
Undertaking shall constitute the written agreement or contract for the benefit of Holders of
Securities, as contemplated under Rule 15c2-12.
Section 10. Governing. This Undertaking shall be governed by the laws of
the State of New York determined without regard to principles of conflict of law.
IN WITNESS WHEREOF, the undersigned has duly authorized, executed and
delivered this Undertaking as of September 20, 2023.
TOWN
B
Y
Supervisor and Chief Fiscal Officer
3828812.1 046577 CLD