HomeMy WebLinkAboutVarious PurposesNo. 3R-I
TEo STATES OF PAID $,
STATE OF NEW YORK ~)0~6
COUNTY OF SUFFOLK [H[~ BI~'I)C.~iAMPTON NATIONAL
TOWN OF SOUTHOLD Bi~,]D~L~...O~, NY
The Town of Southold, in the County of Suflblk. a municipal co~poration of the State of New York,
hereby acknowiedgns itself indebted and for value received promises to pay u~ the bearer of this Note, or if it be registered.
to the registered holder, the sum of EIGHT HUNDRED EIGHTY-EIGHT THOUSAND FIVE HUNDRED DOLLARS
($888,500) on the 14th day of September, 2001, together with interest thereon from the date hereof at the rate of four and
thirty-nine hundredths per centum (,L39%) per annum, payable at maturity. Both principal of and interest on this Note
will be paid in lawful money of the United States of America, at The Bridgeharapton National Bank, Southold Office,
Southold, New York.
At the request of the holder, the Town Clerk shall convert this Note into a registered Note hy registering
it in the name of the holder in the books of the Town kept in the office of such Town Clerk and endorsing a certificate of
such registration hereon, after which both principal of and interest on this Note shall be payable only to the registered
holder, his legal representatives, successors or transferees. This Note shall then be transferable only upon presentation to
such Town Clerk with a written transfer of title and such Town Clerk shall thereupon register this Note in the name of the
transferee in his books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed
by the registered holder, or his legal representatives, and it shall be duly acknowledged or proved, or in the alternative the
signature thereto shall be certified as to its genuineness by an officer of a bank or trust company located and authorized to
do business in this State.
This Note is the only Note of an authorized combined issue, the aggregate principal amount of which is
$888.500.
This Note 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. various bond resolutions adopted by the Town Board on their respective
dates, authorizing the issuance of serial bonds for various purposes, and the Certificate of Determination executed by the
Deputy Supervisor on September 15. 2000.
This Note has been designated by the Town as a qualified mx-exempt obligation pursuant to the
provisions of Section 265 of the Internal Revenue Code of 1986, as amended.
The faith and credit of such Town of Southold are hereby irrevocably pledged for the poncmni payment
of the principal of and interest on this Note according to its terms.
It is hereby certified and recited that all cenditions, acts and things required by the Constitution and
statutes of the State of New York tu exist, to have happened and to have been performed precedent to and in the issuance of
this Note, exist, have happened and have been performed, and that this Note. together with all other indebtedness of such
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 Note to be signed by its Deputy
Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted, engraved, or otherwise reproduced
hereon and attested by its Town Clerk and this Note to be dated as of the I
(SEAL)
ATt'EST:
5~' day of Septemb~
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
COUNTY OF SUFFOLK )
Elizabeth Neville, being duly sworn upon her oath
deposes and says:
1. I am the duly appointed, qualified and acting Town
Clerk of the Town of Southold, in the County of Suffolk, New York
(herein and in Schedule A anDexed hereto called "Town");
2. That with respect to the contract of sale of the
Note of the Town described in the Certificate of Determination
executed by the Deputy Supervisor on the 15th day of September,
2000, to the financial institution indicated in such Certificate,
I have made a careful inquiry of each officer and employee of the
Town having the power or duty to (a) negotiate, prepare,
authorize or approve the contract or authorize or approve payment
thereunder, (b) audit bills or claims under the contract, or (c)
appoint an officer or employee who has any of the powers or
duties set forth above, as to whether or not such officer or
employee has an interest (as defined pursuant to Article 18 of
the General Municipal Law) in such contract;
3. That upon information and belief, as a result of
such inquiry, no such officer or employee has any such interest
in said contract unless otherwise noted in Schedule A annexed
hereto and by this reference made a part hereof.
Town Cl~rk -
Subscribed and sworn to before me
th, is 15~ day of September, 2000.
Notary Public, State of New York
LY~DA M. BOHN
NOI'N~Y PUBUC, State of Ne~
No. 01806O2O932
~uatlfled In Suffolk Coun~
Term Expires March 6, 20(~
352845.1 015832 C~RT
SCHEDULE A
1. , is a stockholder of the Purchaser
owning or controlling, directly or indirectly, less than five per
centum (5%) of the outstanding stock thereof but no disclosure of
such interest by said officer is required pursuant to said Law.
2. , has an interest in the Purchaser
solely by reason of employment as an officer or employee thereof,
but the remuneration of such employment will not be directly
affected as a result of said contract and the duties of such
employment do not directly involve the procurement, preparation
or performance of any such part of such contract.
3. , has publicly disclosed the
nature and extent of such interest in writing to the governing
board of the Town. Such written disclosure has been ~ade a part
of and set forth in the official record of proceedings of the
Town.
352845.! 0~5832 CERT
CERTIFICATE OF DETERMINATION BY THE DEPUTY
SUPERVISOR RELATIVE TO AUTHORIZATION, SALE,
ISSUANCE, FORM AND CONTENTS OF THE $888,500 BOND
ANTICIPATION NOTE FOR VARIOUS PURPOSES-2000 OF THE
TOWN OF SOUTHOLD, NEW YORK.
I, Brian Murphy, Deputy Supervisor of the Town of
Southold, New York (herein called the "Town"), HEREBY CERTIFY
that pursuant to the powers and duties delegated to the chief
fiscal officer of the Town, and in her absence to me, by the Town
Board of the Town, pursuant to the bond resolutions duly adopted
and as referred to in paragrDphs 1 to 6, inclusive, hereof, and
subject to the limitations prescribed in said bond resolutions, I
have made the following determinations:
1. A bond anticipation note of the Town in the
principal amount of $151,000 shall be issued to renew, in part,
the $231,000 bond anticipation note dated September 17~ 1999,
maturing September 15, 2000, and heretofore issued in
anticipation of the sale of the serial bonds authorized pursuant
to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New
York, adopted April 15, 1997, authorizing the
acquisition and installation of computer
equipment, including software, in order to upgrade
the existing computer system of the Town; stating
the estimated maximum cost thereof is $400,000;
appropriating said amount therefor and authorizing
the issuance of $400,000 serial bonds of said Town
to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to,
and the Certificate of Determination executed by the Supervisor
on September 17, 1999, the redemption of said $231,000 bond
anticipation note having been heretofore provided to the extent
of $80,000 from a source other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the
principal amount of $36,000 shall be issued to renew, in part,
the $54,000 bond anticipation note dated September 17, 1999,
maturing September 15, 2000, and heretofore issued in
anticipation of the sale of the serial bonds authorized pursuant
to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New
York, adopted February 20, 1997, appropriating the
352845.1 015832 CERT
amount of $90,000 for the acquisition of a
payloader for the Southold Solid Waste Management
District, in said Town, stating the estimated
maximum cost thereof is $90,000 and authorizing
the issuance of $90,000 serial bonds of said Town
to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to,
and the Certificate of Determination executed by the Supervisor
on September 17, 1999, the redemption of said $54,000 bond
anticipation note having been heretofore provided to the extent
of $18,000 from a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the
principal amount of $122,000 shall be issued to renew, in part,
the $164,000 bond anticipation note dated Septer~ber 17, 1999,
maturing September 15, 2000, and heretofore issued in
anticipation of the sale of the serial bonds authorized pursuant
to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New
York, adopted July 7, 1998, appropriating the
acquisition of the certain pierce or parcel of
land containing 13.85 acres, more or less, situate
on the west side of Peconic Lane, in the Town of
Southold, at the estimated maximum cost of
$210,000, including preliminary costs and costs
incidental thereto to the financing thereof in the
amount of $10,000, said land to be used for public
park purposes; appropriating $210,000 therefor and
authorizing the issuance of $210,000 serial bonds
of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred
to, and the Certificate of Determination executed by the
Supervisor on September 17, 1999, the redemption of said
$164,000 bond anticipation note having been heretofore
provided to the extent of $42,000 from a source other than
the proceeds of serial bonds.
4. A bond anticipation note of the Town in the
principal amount of $102,000 shall be issued to renew, in part,
the $136,000 bond anticipation note dated September 17, 1999,
maturing September 15, 2000, and heretofore issued in
anticipation of the sale of the serial bonds authorized pursuant
to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New
York, adopted May 12, 1998, authorizing the
352845.1 ORS&32 CERT
acquisition and installation of a computer system
for use by the Police Department; stating the
estimated maximum cost thereof is $170,000;
appropriating said amount therefor and authorizing
the issuance of $170,000 serial bonds of said
Town to financed said appropriation,"
duly adopted by the Town Board on the date therein referred to,
and the Certificate of Determination executed by the Supervisor
on Septe~er 17, 1999, the redemption of said $136,000 bond
anticipation note having been heretofore provided to the extent
of $34,000 from a source other than the proceeds of serial bonds.
5. A bond anticipation note of the Town in the
principal amount of $285,000 shall be issued in anticipation of
the sale of the serial bonds authorized pursuant to the bond
resolution entitled:
"Bond Resolution of the Town of Southold, New
York, adopted April 11, 2000, authorizing th~
acquisition and installation of a computer system
network, including hardware, software and
appurtenant equipment, machinery, apparatus and
furnishings, in Town offices; stating the
estimated maximum cost thereof is $335,000;
appropriating said amount therefor, including the
appropriation of $50,000 current funds and
authorizing the issuance of $285,000 serial bonds
of said Town to finance the balance of said
appropriation,"
duly adopted by the Town Board on the date therein referred to.
6. A bond anticipation note of the Town in the
principal amount of $192,500 shall be issued pursuant to the
resolution entitled:
bond
"Bond Resolution of the Town of Southold, New
York, adopted February 29, 2000, appropriating the
amount of $260,000 for the increase and
improvement of facilities of the Southold Solid
Waste Management District, in said Town, including
the expenditure of $67,500 of available Town funds
to pay a part of said appropriation, and
authorizing the issuance of $192,500 serial bonds
of said Town to finance the balance of said
appropriation,,"
duly adopted by the Town Board on the date therein referred to.
~$2845.1 01~832 CERT
7. Said $151,000 note, said $36,000 note, said
$122,000 note, said $102,000 note, said $285,000 note and said
$192,500 note shall be corabined for the purpose of sale into a
single note issue in the aggregate principal amount of $888,500
(hereinafter referred to as the "Note").
as follows:
The terms, form and details of said Note shall be
Amount and Title:
$888,500 Bond Anticipation Note for
Various Purposes-2000
Dated:
Septen~ber 15, 2000
Matures:
September 14, 2001
Number and
Denomination:
Number 3R-1, at $888,500
Interest Rate
per annum:
4.39%
Form of Note:
Substantially in accordance with
form prescribed by Schedule B, 2 of
the Local Finance Law of the State
of New York.
9. The amount of bond anticipation notes originally
issued in anticipation of the issuance of the serial bonds
authorized pursuant to the bond resolutions referred to in
paragraphs 1 to 6, inclusive, hereof, including the Note, is,
respectively, (1) $400,000, (2) $90,000 (3) $210,000, (4)
$170,000, (5) $285,000, (6) $192,500, and the amount of bond
anticipation notes which will be outstanding after the issuance
of the Note, including said Note, will be, respectively, (1)
$151,000, (2) $36,000, (3) $122,000, (4) $102,000, (5) $285,000
and (6) $192,500.
10. The serial bonds authorized pursuant to the
resolution referred to in paragraph 2 and 6 hereof, are for
improvements which are assessable, and the serial bonds
authorized pursuant to the resolutions referred to in paragraphs
1, 3, 4 and 5, hereof, are for improvements which are non-
assessable.
11. Pursuant to said powers and duties delegated to
me, I DO HEREBY AWARD AND SELL said Note to The Bridgehampton
National Bank, Southold Office, Southold, New York, for the
purchase price of $888,500, plus accrued interest, if any, from
352845.1 015832 CERT
the date of said Note to the date of delivery thereof and payment
therefor, and I FURTHER DETERMINE that said Note shall be payable
as to both principal and interest at The Bridgehampton National
Bank, Southold Office, Southold, New York, and shall bear
interest at the rate of four and thirty-nine hundredths per
centum (4.39%) per annum, payable at maturity.
12. Said Note shall be executed in the name of the
Town by its Deputy Supervisor and the corporate seal of the Town
(or a facsimile thereof) shall be affixed, imprinted, engraved or
otherwise reproduced thereon and attested by its Town Clerk.
I HEREBY FURTHER CERTIFY that the powers and duties
delegated to me to issue and. sell the Note hereinabove referred
to are in full force and effect and have not been modified,
amended or revoked.
IN WITNESS
WHEREOF,
I have hereunto set my
15:h day of ~S~ptembeF~,~.
' / D~pu~y Sup/~
d. this
CLERK'S CERTIFICATE
I, Elizabeth Neville, Town Clerk of the Town of
Southold, in the County of Suffolk, New York, HEREBY CERTIFY that
I have compared the foregoing copy of the Certificate of
Determination executed by the Deputy Supervisor and the same is a
true and complete copy of the Certificate filed with said Town in
my office as Town Clerk on the 15tn day of September, 2000; and
I FURTHER CERTIFY that no resolution electing to
reassume any of the powers or duties mentioned in said
Certificate and delegated to the Supervisor by the resolutions
cited in said Certificate and exercised by the Deputy Supervisor
has been adopted by said Town Board.
IN WITNESS WHEREOF,
I have hereunto set my hand and
affixed the corporate seal of said
Town this 15t~ day of September,
2000.
(SEAL)
Town
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Brian Murphy, Deputy Supervisor of the Town of
Southold, in the County of Suffolk, New York (the "Issuer"),
HEREBY CERTIFY and reasonably expect with respect to the issuance
of the Issuer's $888,500 Bond Anticipation Note for Various
Purposes-2000, being a combined issue of bond anticipation notes
authorized in anticipation of the sale of serial bonds pursuant
to various bond resolutions (hereinafter referred to as the
"Note" or "Notes"), dated September 15, 2000, and maturing on
September 14, 2001, as follows:
Unless the context clearly requires otherwise, all
capitalized terms used but not otherwise defined herein shall
have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authority of Siqnatory. I am an officer of the
Issuer and in the absence of the Supervisor, am charged with the
responsibility for the execution, delivery, and issuance of the
Note and am acting for and on behalf of the Issuer in signing
this certificate.
1.2. Purpose of Certificate. This certificate is made
for the purpose of establishing evidence of the expectations of
the Issuer as of the date hereof as to future events regarding
the amount and use of proceeds of the Note. It is intended and
may be relied upon for purposes of Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended (the "Code"), and as a
certification described in Section 1.148-2(b) (2) of the Treasury
Regulations (the "Regulations"). This certificate is executed
and delivered as part of the record of proceedings in connection
with the issuance of the Note. The provisions of this
certificate constitute a contractual obligation of the Issuer in
consideration for the purchase of and payment for the Note by the
purchaser(s) thereof.
1.3. Reasonable Expectations. This certificate sets
forth the facts, estimates and circumstances now in existence
which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would
cause the Note to be an arbitrage bond under Section 148 of the
Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation
352845.1 015832 CERT
is reasonable and there are no other facts, estimates or
circumstances that would materially change that expectation.
1.4. No Composite Issue. No other governmental
obligations have been sold fewer than 15 days prior to, or will
be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which are expected to be
paid from substantially the same source of funds as the Note.
1.5 No Federal Guarantee. The Issuer represents and
covenants that, except for the gross proceeds of the Note which
are: (a) invested during the temporary period referred to in
Article III, (b) held in any refunding escrow or (c) invested in
obligations of the United S~ates Treasury or in obligations
issued pursuant to Section 2lB(d) (3) of the Federal Home Loan
Bank Act, as amended by Section 511(a) of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, or any
successor provision to Section 2lB(d) (3) of the Federal Home Loan
Bank Act, as amended:
(i)
No portion of the payment of principal or interest
with respect to the Note is or will be guaranteed
directly or indirectly by the United States or any
agency or instrumentality thereof (herein
"federally guaranteed"); and
(ii)
No portion of the gross proceeds of the Note in
excess of five percent of such gross proceeds is
or will be (A) used in making loans the payment of
principal or interest with respect to which is to
be federally guaranteed, or (B) invested directly
or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able
to and will comply with all the procedures and provisions set
forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to
assure that interest paid on the Note shall be excluded from
gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide
such other information as may be required to assure the exclusion
from gross income of interest on the Note for federal income
taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the
proceeds of the Note are being invested in investments not
352845.1 015832 CERT
acquired to carry out the governmental purposes of the issue at a
guaranteed yield and having a term of 4 years or more.
1.9 IRS Information Reportinq. The Issuer will make a
timely filing of the appropriate IRS Form 8038-G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
2.1. Authorization. (a) The Note is authorized to be
issued pursuant to applicable provisions of the laws.of the State
of New York and various bond resolutions adopted by the Town
Board on their respective dates (the "Resolutions"), as referred
to in the Certificate of Det'ermination executed by the Deputy
Supervisor on September 15, 2000.
(b) For purposes of this Article II the term
"proceeds" means the net amount (after payment of all costs and
expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. Pur ose of Issue. The Note is being issued to
provide funds for various purposes in and for the Town ("the
Project"), as further described in the Resolutions.
2.3. Use of Proceeds. The proceeds of sale of the
Note in the amount of $411,000 (the "Current Refunding Note")
will be used, together with other available funds in the amount
of $174,000, to redeem prior issues of bond anticipation notes
which mature on September 15, 2000, in the aggregate principal
amount of $585,000 (the "Prior Issue"), heretofore issued to
finance the Project. The balance of the proceeds of sale of the
Note in the aggregate principal amount of $477,500 (the "New
Money Note") will be used to provide original financing for the
Project.
2.4. OwnershiD/Lease/Sal~. The Project will be owned
by the Issuer or another state or local governmental unit and
will not be leased to any person who is not a state or local
governmental unit. It will not (except to the extent that any of
the projects financed involve grants) be sold or otherwise
disposed of, in whole or in part, except for incidental sales of
surplus items the proceeds of which will not constitute net
operating profits or net capital profits to the Issuer, prior to
the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5
percent or $5,000,000 of the proceeds of the Note will be used
35~845.1 01583~ CERT
directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of
the Note used directly or indirectly in a trade or business
carried on by a person other than a state or local governmental
unit ("Private Use"), will not exceed 10% of such proceeds in the
event that more than 10% of the principal or 10% of the interest
due on the Note during the term thereof is, under the terms of
the'Note or any underlying arrangement, directly or indirectly,
secured by any interest in property used or to be used for a
Private Use or in payments in respect of property used or to be
used for a Private Use or is to be derived from payments, whether
or not to the Issuer, in respect of property or borrowed money
used or to be used for a Private Use.
2.7. Unrelated/Related DisproDortionate Use. No more
than 5% of the proceeds of the Note will be used directly or
indirectly in the trade or business of a person other than a
governmental unit that is unrelated or related and
disproportionate to the governmental use of the property being
financed, including any private loan financing described in
Section 2.5 which meets this test. For purposes of this
Arbitrage and Use of Proceeds Certificate, proceeds of the Note
are allocable to an unrelated Private Use if such use is neither
directly nor operationally related to a governmental use and
proceeds of the Note are allocable to a disproportionate related
Private Use to the extent that the proceeds of the Note which are
to be used to finance property used by a nongovernmental person
in a trade or business which is related to the governmental use
of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental
use to which such Private Use relates.
2.8. Other Private Uses Defined. For purposes of
Section 2.6 and 2.7, a Private Use consists of any contract or
other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts,
or put or pay contracts, which provides for a use of the Projects
by a person or persons who are not State or local governments on
a basis different than the general public. Any management, or
operations contract or agreement which provides for
nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the
provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each
annual period based on a periodic fixed fee, a capitation
fee or combination thereof, (i) the contract has a term
352845.1 015832 CERT
(including renewal options) not exceeding five years; (ii)
the issuer may terminate the contract, without penalty, at
the end of any three year period, and (iii) at least 50% of
the compensation paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified
(other than pursuant to a renewal option) after March 15,
1993, which provide compensation based on a per unit fee or
a combination per unit and periodic fixed fee, (i) the
contract has a term (including renewal options) not
exceeding three years; (ii) the issuer may terminate such
contract (without penalty) at the end of the second year of
the term, and (iii) the amount of the per unit fee is
specified in the contract or otherwise limited by the
qualified user or a third party;
(c) for contracts entered into or materially modified
(other than pursuant to a renewal option) after March 15,
1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal
options) not exceeding two years, (ii) the issuer may
terminate the contract (without penalty) at the end of the
first year, and (iii) the service provider primarily
provides services to third parties or the contract involves
a facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(±)
"capitation fee" means a fixed periodic amount
paid under a management contract or agreement for
each person for whom the service provider assumes
the responsibility to provide all needed services
for a specified period, provided the quantity and
type of services actually provided vary
substantially;
(ii)
"periodic fixed fee" means a stated dollar amount
for services rendered during a specified period of
time (i.e. SXX per month) which amount may
automatically increase according to a specified,
objective, external standard; and
(iii)
"per unit fee" means a stated dollar amount
each unit of service provided (i.e. SXX per
medical procedure).
for
2.9. Pooled Loan Financinqs. To the extent the amount
of proceeds of the Note to be used to make loans to any borrowers
(including loans referred to in Section 2.5 above and loans to
352845.1 015832 CERT
state or local governmental units) exceeds $5,000,000, at least
95% of the net proceeds of the issue (as defined in Section 150
of the Code but without including proceeds used to finance costs
of issuance or capitalized interest) that are to be used to make
loans, will have been used within 3 years of the date hereof to
make such loans. The payment of legal and underwriting costs is
not contingent and at least 95% of the reasonably expected legal
and underwriting costs associated with issuance will be paid
within 180 days of the date hereof.
2.10. OutPut Facilities. No more than 5% of the
proceeds of the Note are to be used with respect to any output
facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the
Note are to be used (directly or indirectly) for the acquisition
of a nongovernmental output facility.
ARTICLE III
Arbitraqe/Rebate Exemption
3.1. Temporary Period-Refundinq. With respect to the
proceeds of the sale of the Current Refunding Note representing
proceeds allocable to the Prior Issue:
(a) Ail of the proceeds of the Prior Issue have been
expended, or any such proceeds which have not been expended
as of the date hereof, shall become transferred proceeds of
this issue. Such transferred proceeds may be invested
without restriction as to yield until three years after the
date of original issuance of the Prior Issue. If any
transferred proceeds remain unexpended after three years
after the date of original issuance of the Prior Issue, such
proceeds will be invested at a yield not in excess of the
yield on the Note.
(b) The proceeds of the Note will be used to refund
the Prior Issue within 90 days of the date hereof, and may
be invested during such time without restriction as to
yield.
3.2. Temporary Period-New Money. With respect to the
New Money Note:
(a) The Issuer has entered into or will enter into
within six months from the date of this certificate, binding
commitment(s) for the acquisition, construction or
accomplishment of the Project cited in Section 2.2 hereof,
and the amount of such commitment(s) with respect to such
Project will or do exceed the amount equal to 5% of
$477,500, being the aggregate amount of obligations
currently issued for such Project.
(b) Such Project has been completed, or, if such
Project has not been completed, work on the acquisition,
construction or accomplishment of such Project will proceed
or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent
of the net sale proceeds of such New Money Note will be
expended within three years from the date of this
Certificate.-No more than 50 percent of the proceeds of the
Note will be invested in nonpurpose investments with a term
of four years or more.
3.3.
Money Note was
Section 148 of
Rebate. (a) Neither the Prior Issue nor the New
or is subject to the rebate requirement imposed by
the Code because, with respect to each:
(i) the Issuer was or is a governmental unit with
general taxing powers;
(ii)
the Prior Issue/New Money Note did not or does not
constitute a "private activity bond" as that term
is defined in Section 141 of the Code;
(iii)
ninety-five percent or more of the net proceeds of
the sale of the Prior Issue/New Money Note was or
is to be used for local governmental activities of
the Issuer; and
(iv)
the Issuer (including all agencies,
instrumentalities and political subdivisions of
the Issuer) reasonably expected or expects that
the aggregate face amount of all tax-exempt bonds
issued by the Issuer during the calendar year in
which the Prior Issue was issued and the current
calendar year would not or will not exceed
$5,000,000. For purposes of such determination,
no tax-exempt obligation was or shall be taken
into account if it was or is a current refunding
obligation issued in the calendar year in which
the Prior Issue/New Money Note (as applicable) was
or is being issued which does not exceed the
outstanding (redeemed) principal amount of the
obligation to be refunded.
(b) The Current Refunding Note is not subject to the
rebate requirement imposed by Section 148 of the Code because all
of the Gross Proceeds of such Current Refunding Note will be
expended to pay the Prior Issue within 90 days of the date hereof
and will, therefore, qualify for the six-month expenditure
exception to rebate.
3.4. No Excess Proceeds. The total proceeds of sale
of all bond anticipation notes issued to date for the Project do
not exceed the total cost of the Project.
3.5. Source of Repayment Funds. The Note will be paid
from taxes and the proceeds of other obligations of the Issuer
issued to fund the Note.
3.6. Debt Service Fund. The taxes used to pay
principal and interest on the Note, whether or not deposited in a
debt service fund, will be expended within 13 months of the date
of deposit in such fund, or the date of their accumulation, in
the payment of debt service on the Note. Any amounts 'received
from the investment of such deposit or accumulation will be
expended within one year of receipt. The debt service fund, if
any, will be used to achieve a proper matching of revenues and
debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of
the earnings on such fund for the immediately preceding year or
one-twelfth of the debt service on the Note.
3.7. SinkinFu_q_~. Except for the debt service fund
described herein the Issuer has not created or established, and
does not expect to create or establish, any sinking fund or other
similar fund which the Issuer reasonably expects to use to pay
principal or interest on the Note.
ARTICLE IV
Bank Qualification
4.1. ~. The Note is hereby designated as a
"qualified tax-exempt obligation" pursuant to the provisions of
Section 265 of the Code.
(a) In making such designation it has been determined
with respect to the Current Refunding Note that:
(i) the Note currently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualified
tax-exempt obligation";
352845.1 015832 CERT
(iii) the aggregate face amount of the Note does not
exceed $10,000,000;
(iv) the Prior Issue had a weighted average maturity of
3 years or less;
(v)
the maturity date of the Note, as measured from
the original date of issuance of the notes issued
pursuant to the Resolutions, in renewal of which
such Note is being issued, does not exceed 30
years; and
(vi)
not more than $10,000,000 of obligations issued by
the Issuer during the calendar year in which the
Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations.,,
(b) In making
with respect to the
such designation it has been determined
New Money Note that:
(i)
(ii)
the Issuer does not reasonably anticipate that the
amount of "qualified tax-exempt obligations" to be
issued by the Issuer during the current calendar
year will exceed $10,000,000; and
the amount of "qualified tax-exempt obligations',
issued by the Issuer during the current calendar
year does not as of this date, and including this
issue, exceed $10,000,000.
IN WITNESS WHEREOF,
I have
affixed the corporate
Town of Southold this
Ifeput ~ S~
hereunto set my hand and
seal of the
15~ day of
.sor
352845.1 015832 CERT
GENERAL CERTIFICATE OF TOWN CLERK
ELIZABETH A. NEVILLE, Town Clerk of the Town of
State of New York, HEREBY
Southold, in the County of Suffolk,
CERTIFY as follows:
1. The names of the members of the Town Board and
other officers of the Town, the dates of their election or
appointment, and the dates of the beginning and ending of
terms of office
were as follows:
Name and Office
Supervisor:
Jean W. Cochran
Deputv Supervisor:
Brain G. Murphy
Councilmen:
William D. Moore
Craig A. Richter
John M. Romanelli
Justice/Councilman:
Louisa P. Evans
Town Clerk:
Elizabeth A. Neville
their
for the fiscal year commencing January 1, 2000,
Date of Election
or Appointment
Date of Date of
Commencement of Term End of Term
1112199 1/1/00 12/31/01
11/ q/97 1/1/98 12/31/01
11/2/99 111100 12131/03
11/2/99 1/1/00 12131103
11/q/97 1/1/98 12/21/01
111q /97 1/1/98 12/31/01
11/ q/97 1/1198 12/31/01
Town Attorney:
Gregory F. Yakabeski
1/1 I00 1/1/00 12/31101
352845.1 015832 CERT
Ail of the foregoing officers have filed their oaths of
office and such of them were required to give bonds or official
undertakings have given such bonds or undertakings in form and
amount required and approved by the Town Board and otherwise duly
qualified and each was the present and acting officer of the
Town.
3. The regular meetings of the Town Board are held on
every other Tuesday , at the Southold Town Hall
alternately at
at ~ o'clock p.M. (Prevailing Time).
4. The Town Board of the Town of Southold has not
The Suffolk Times newspaper
designated~-~~-or ~ew~-cf-Lhe-Tuwn for all
official publications. Such designations are made by the Town
Board when required for specific proceedings.
5. The population of the Town pursuant to the 1990
Census is 19.8~2
6. The seal impressed upon this Certificate is the
duly adopted and only official seal of the Town.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the.corporate seal of said
Town this lath day
of Sep~mber , 2000.
(SEAL) ~ To~( Clerk
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold,
in the County of Suffolk, a municipal corporation of the State of
New York and herein referred to as the "Town", HEREBY CERTIFY
that on or before September 15, 2000, we officially signed and
properly executed by manual signatures the $888,500 Bond
knticipation Note for Various Purposes-2000 (the "Note") of the
Town, payable to bearer and otherwise described in Schedule A
annexed hereto and by this reference made a part hereof, and that
at the time of such signing and execution and on the date hereof
we were and are the duly chosen, qualified and acting officers of
the Town authorized to execute said Note and holding the
respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set
opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is
now pending or threatened restraining or enjoining the issuance
or delivery of said Note or the levy or collection of any taxes
to pay the interest on or principal of said Note, or in any
manner questioning the authority or proceedings for the issuance
of said Note or for the levy or collection of said taxes, or
relating to said Note or affecting the validity thereof or the
levy or collection of said taxes, that neither the corporate
existence or boundaries of the Town nor the title of any of the
present officers thereof to their respective offices is being
contested, and that no authority or proceedings for the issuance
of said Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed
upon this certificate has been affixed, impressed, imprinted or
otherwise reproduced upon said Note and is the legally adopted,
proper and only official corporate seal of the Town.
And, I, Brian Murphy, Deputy Supervisor, HEREBY FURTHER
CERTIFY that on September 15, 2000, I delivered, or caused to be
352845.1 015832 CERT
delivered, said Note to The Bridgehampton National Bank, Southold
Office, Southold, New York, the purchaser thereof, and that at
5he time of such delivery of said Note, I received from said
purchaser the amount hereinbelow stated, in full payment for said
Note, computed as follows:
Price ............................... $888,500
Interest on said Note accrued to the
date of such delivery ............. -0-
Amount Received .....................
$888,500
IN WITNESS WHEREOF, we have hereunto set our hands and
said corporate seal has hereunto been affixed this 15th day of
September, 2000.
Term of Office
Signature ~ ~ Expires
'~~~December 31,
Title
2001 Deputy Supervisor
2001 Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of
the above-named Town, which appear above, are true and genuine
and that I know said officers and know them to hold the
respective offices set opposite their signatures.
(Signature)
(Title)
-'(~ame ~of Bank)
ATTORNEY'S CERTIFICATE
I, Gregory F. Yakaboski, HEREBY CERTIFY that I am a
licensed attorney at law of the State of New York, having offices
at 53095 Main Road, Southold, New York, and I am the duly chosen,
qualified and acting Town Attorney of the Town of Southold, in
the County of Suffolk, a municipal corporation of the State of
New York and herein referred to as the "Town", that no litigation
of any nature is now pending or threatened restraining or
enjoining the issuance or delivery of the Note of the Town,
payable to bearer and otherwise described as set forth in
Schedule A annexed hereto and by this reference made a part
hereof or the levy or collection of any taxes to pay the interest
on or principal of said Note, or in any manner questioning the
authority or proceedings for the issuance of said Note or for the
levy or collection of said taxes,.or relating to said Note or
affecting the validity thereof or the levy or collection of said
taxes, that neither the corporate existence or boundaries of the
Town nor the title of any of the present officers thereof to
their respective offices is being contested, and that no
authority or proceedings for the issuance of said Note has or
have been repealed, revoked or rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand this
15TM day of Septeraber, 2000.
352845.1 015832 CERT
SCHEDULE A
Amount and Title:
Dated:
Matures:
Number and
Denomination:
Interest Rate
per annum:
$888,500 Bond Anticipation Note for
Various Purposes-2000
September 15, 2000
September 14, 2001
Number 3R-l, at $888,500
4.39%
352845.1 015832 CERT