HomeMy WebLinkAboutFI Garbage & Refuse DistNo. 4R-I
$360,000
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD (iffy I
The Town of Southold, in the County of Suffolk, a municipal corporatio~ of the State of New York, hereby
acknowledges itself indebted and for value received promises to pay m the hearer of this Note, or if it be registered, to the
registered holder, the sum of THREE HUNDRED SIXTY THOUSAND DOLLARS ($360,000) on the 22nd day of
August, 2008, together with interest thereon from the date hereof at the rate of three and sixty-nine hundredths per
centum (3.69%) per annum, payable at maturity or prior redemption. Both principal of and interest on this Note will be
Both principal of and interest on this Note shall be payable only to the registered owner, his legal representatives,
successors or tr~sferees. This Note shall ~en be transferable only upon presentation to such Town Clerk with a written
transl~r of title and such Town Clerk shall thereupon register this Note in the nme of the tr~sferee in his books and shall
endorse a ceRificate of such registration hereon. Such trans~r shall be dated, ~d signed by the registered owner, or his legal
representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be ce~ified as to
its genuineness by an officer ora bank or trust company located and authorized to do business in this State.
This Note is the only note ofm authorized issue, the principal amount of which is $360,000. This Note may be
called for redemption, after the giving of at least five (5} days' wri~en notice of the date of redemption by mailing of
written notice to the original purchaser, or if this Note be registered to the registered holder, and interest shall cease
to be paid hereon after such date of redemption.
This Note is issued pursuant to the provisions of the Local Fin~ce Law, constituting Chapter 33-a of the
Consolidated Laws of the State of New York, the bond resolution Mopted by the Town Board on September 12, 2000,
authorizing the issuance of $2,500,000 serial bonds for the improvement of the hcilities of the Fishers Island Garbage and
Rehsc District, in said Town, and the Ceflificate of Determination executed by the Supervisor on August 24. 2007.
This Note has been designated by the Town ~ a qualified trax-exempt obligation pursuit to the provisions of
Section 265 of the Internal Revenue Code of 1986, as mended.
The f3ith and credit of such Town ~e hereby irrevocably pledged for the punctual payment of the principal of and
intcrcst on this Note according to its terms. It is hereby ceaified ~d recited that all conditions, acts and firings 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 Note, exist, have happened ~d have been performed, ~d that this Note, logether with all other
iudebtedness of such Town, is within eve~ debt and other limit prescribed by thc Constitution and laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its
(SEAL)
ATTEST:
F SOUTHOLD
Su~er~vi-sor
REGISTRATION CERTIFICATE
It is hereby certified that the within Note has been registered as follows:
Date of Registration Name of Registered Holder Registered by
528411.1 022471 CERT
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
BOND ANTICPATION NOTE FOR FISHERS ISLAND SEWER DISTRICT-2007
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 bearer of this Note. or if it be registered, to the
registered holder, the sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125.000) on the 18th day of
April, 2008. together with interest thereon from the date hereof at the rote of three and thirty-five hundredths per centum
(3.35%) 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 Bridgehampton National Bank, Southold, New York
At the request of the holder, the Town Clerk shall convert this Note into a registered Note by 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, iris legal
representatives, successors or transferees. This Note shall then be transferable only upon presentation to such Town Clerk with a
~vritten 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 ora bank or trust company located and authorized to do business in this State
This Note is the only Note of an authorized issue, the principal amount of which is $125,000.
This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated
Laws of the Slate of New York, the bond resolution adopted by the Town Board on September 25, 2007, authorizing the issuance
of $125,000 serial bonds for the increase and improvement of facilities of the Fishers Island Sewer District, and the Certificate of
Determination executed by the Supervisor on December 5, 2007
The faith and credit of such Town of Southold are hereby irrevocably pledged for the punctual payment of the principal
of and interest on this Note accordmg 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 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 WItEREOF, the Town of Southold has caused this Note to be signed by its Supermsor, 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 5th day of December, 2007
(SEAL)
ATTEST:
~ ~ TownC]erk
By
TOWN OF STOLD
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffotk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $125,000 Bond Anticipation Note for Fishers Island Sewer District-2007
(hereinafter referred to as the "Note" or "Notes"), dated and issued on December 5, 2007, 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
Resolution, the Code or the Regulations (each as defined below).
ARTICLE I
GENERAL
1.1
responsibility for the
behalf of the Issuer in
Authority of Signatory. I am an officer of the Issuer charged with the
execution, delivery and issuance of the Note and am acting for and on
signing this Arbitrage and Use of Proceeds Certificate (the "Certificate").
1.2
aggregate Issue Price
the issuer.
Description of Notes. The Issuer represents that the Note is sold at the
and is further described as set forth in the Certificate of Determination of
1.3 Purpose of Certificate. This Certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the Issue Date 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 141 through 150 of the Code, and as a certification described in
Section 1 148-2(b)(2) of 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
1.4 No Hedge Bonds. The Issuer reasonably expects that 85% of the
Spendable Proceeds of the Note will be expended for governmental purposes within 3 years of
the Issue Date. In addition, not more than 50% of the Proceeds of the Notes are being invested
in investments not acquired to carry out the governmental purposes of the issue at a guaranteed
yield for 4 years or more.
1.5 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 is reasonable and there are
no other facts, estimates or circumstances that would materially change that expectation.
1.6 No Composite Issue No other tax-exempt governmental obligations have
been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of
534101.1 030898 CER/
the Note, pursuant to the same plan of financing which are expected to be paid from substantially
the same source of funds as the Note.
1.7 Registration. The Note will be issued in registered form.
1.8 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 States
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 (in this Certificate "federally
guaranteed"); and
(ii)
No portion of the Gross Proceeds of the Note in excess of five percent of
such Gross Proceeds is or wilt 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.
1.9 Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth in this Certificate, 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 will be excluded from gross income of the owners of the Note for the purpose of
federal income taxation.
1.10 Noncompliance. The Issuer shall perform each of the obligations
undertaken by it in this Certificate unless, in the written opinion of Bond Counsel,
noncompliance with such obligations will not cause interest on the Note to be included in gross
income for purposes of Federal income taxation
1.11 Reliance by Bond Counsel. The representations of the Issuer expressed in
this Certificate may be relied upon by Bond Counsel in connection with the rendering of any
opinion with respect to the Note
1.12 IRS Form 8038-G. The Issuer will file IRS Form 8038-G by the 15th day
of the second month after the calendar quarter in which the Note is issued, and such IRS Form
8038-G shall be included as part of the record of proceedings relating to the issuance of the Note.
534101 1 030898 CERT
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 the bond resolution duly adopted
by the Town Board on September 25, 2007 (the "Resolution"), as referred to in the Certificate of
Determination executed by the Supervisor as of December 5, 2007.
(b) For purposes of this Article II, the term "Original Proceeds" means the
Sale Proceeds received (or deemed to be received) by the Issuer from the sale of the Note, net of
the amount used or to be used for the payment of all costs and expenses associated with issuing
the Note, and excluding accrued interest.
2.2 Purpose of Issue. The Note is being issued to provide funds for the
increase and improvement of facilities of the Fishers Island Sewer District (referred to herein as
the "Project" or "Projects"), as further described in the Resolution.
2.3 Use of Proceeds. The proceeds of the sale of the Note in the aggregate
principal amount of $125,000 will be used to provide original financing for the Project.
24 Ownership/Lease/Sale The Project will be owned by the Issuer and will
not be leased to any person who is not a state or local governmental unit. It will not 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 last maturity date of the Note.
25 Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
Proceeds of the Notes will be used directly or indirectly to make loans to persons other than a
state or local governmental unit.
2.6 Private Use. Either (a) the aggregate amount of the 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 or (b) not more than
10% of the principal and interest due on the Note during the term of the Note, under the terms of
the Note or any underlying arrangement, directly or indirectly, (i) will be 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 (ii) will 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 Disproportionate Use. None of the Proceeds of the
Note will be used directly or indirectly in the trade or business of a person other than a state or
local 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
above which meets this test. For purposes of this 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
534101 1 030898 CERT
person other than a state or local governmental unit 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 Private Use Defined. For purposes of Sections 2.6 and 27 above, unless
otherwise provided in this Certificate, 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 Project or any
portion of the Project by a person or persons who are not state or local governmental units on a
basis different than the general public. The Issuer has not and will not enter into any such
contract or arrangement without first consulting with Bond Counsel.
2.9 Reimbursement. Proceeds of the Note used to reimburse the Issuer for
amounts expended in anticipation of the issuance of the Note are considered expended on the
date of the reimbursement but only if (i) a declaration of intent to reimburse such expenditure is
made prior to or within 60 days after the date of the original expenditure (except for certain
preliminary expenditures described in Section 1.150-2(1')(2)) of the Regulations), and (ii) the
reimbursement is made within 18 months of the later oft.he placed-in-service date of the Project
or the date of the original expenditure (but in no event more than three years after the original
expenditure was paid). Any such expenditures to be reimbursed must be Capital Expenditures.
The Issuer will not use any Proceeds of the Note for any reimbursement purpose that does not
otherwise qualify as an expenditure pursuant to Section 1.150-2 of the Regulations or prior law,
as applicable.
ARTICLE III
ARBITRAGE
3.1 Temporary Period (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, and the amount of such commitment(s) with
respect to such Project will or do exceed the amount equal to 5% of $5,000,000, being the
aggregate amount of obligations to be issued for such Project
(b) In the event the 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 and the final sales proceeds will be allocated to expenditures with due diligence.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such Notes will be expended within three years from the date of this Certificate. Accordingly,
the sale proceeds and investment proceeds of the Notes may be invested without restriction as to
yield for a temporary period of 3 years from the date hereof, subject to the rebate requirements
set forth in Article IV of this Certificate
3.2
cost of the Project
No Excess Proceeds. The total proceeds of sale of do not exceed the total
534101 1 030898 CERT
33 Source of Repayment Funds. The Notes will be paid from taxes and other
revenues of the Issuer.
34 Debt Service Fund. The taxes used to pay principal and interest on the
Notes, 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 Notes. 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 bond year or one-twelfth of the debt service on the Notes for the
immediately preceding bond year
3.5 Sinking Funds. 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 Notes.
3.6 Universal Cap On each Valuation Date, the Issuer shall value the
Universal Cap and the Nonpurpose Investments allocable to the Notes thereunder. Nonpurpose
Investments in a bona fide debt service fund such as the Bona Fide Debt Service Fund do not
reduce the aggregate value of Nonpurpose Investments that may be allocated to the Notes under
the Universal Cap. Nonpurpose Investments cease to be allocated to the Notes to the extent such
Nonpurpose Investments have been expended for the governmental purpose of the issue, or to
the extent the value thereof exceeds the value permitted to be allocated to the issue under the
Universal Cap. To the extent Nonpurpose Investments cease to be allocated to an issue and the
value of the Universal Cap exceeds the value of the remaining Nonpurpose Investment allocated
to such issue, other Nonpurpose Investments may become allocated to the issue, provided that
such Nonpurpose Investments are not already properly allocated to another issue and provided
that such allocation does not cause the value of Nonpurpose Investments allocated to the Notes
to exceed the Universal Cap.
Generally, if Gross Proceeds of the Notes invested in Nonpurpose Investments
exceed the Universal Cap on a Valuation Date, such Nonpurpose Investments cease to be
allocated to the Notes in the following order:
(i) amounts allocable to Replacement Proceeds,
(ii) amounts allocable to Transferred Proceeds,
(iii) amounts allocable to Sale Proceeds and Investment Proceeds of the Notes.
Where a Nonpurpose Investment ceases to be allocated to the Notes, such
Nonpurpose Investment is susceptible of re-allocation under the Universal Cap calculated with
respect to another bond issue A Nonpurpose Investment which is reallocated to another bond
issue may be valued under the same valuation method pursuant to which it was valued for
purposes of applying the Universal Cap with respect to the Notes
534101.1 030898 CERT
Notwithstanding anything herein to the contrary, the failure to perform the
determination of Nonpurpose Investments allocable to the Notes as of a Valuation Date shall not
be considered a violation of this provision if the value of Nonpurpose Investments allocated to
the Notes did not exceed the value of the Notes outstanding on such date.
37 Yield When used in this Certificate, the term "Yield" means the
computation as described in Exhibit A and in connection with the Notes, refers to the yield
computed by the actuarial or present worth method using a 360-day year and semiannual
compounding, and means that discount rate which, when used in computing the present worth of
all payments of principal and interest to be paid on an obligation, produces an amount equal to
the Issue Price thereof The Yield on the Notes is as shown in Form 8038-G
3.8 Yield Reduction Payments The Issuer may make yield reduction
payments, as such term is defined in the Regulations, to reduce the yield on investments under
certain circumstances. The Issuer will consult with Bond Counsel prior to making any such
payments.
3.9 No Replacement Proceeds. The weighted average maturity of the Notes,
as set forth in the Form 8038-G, does not exceed 120 percent of the average reasonably expected
useful life of the Project
3.10 No Prohibited Payments. The Issuer has not entered into and will not
enter into any transaction to reduce the yield on the investment of the proceeds of the Notes in
such a manner that the amount to be rebated to the federal government is less than it would have
been had the transaction been at arm's length and the yield on the issue not been relevant to
either party.
3.11 Rebate Options. With respect to the investment of the proceeds of the
Notes, the Issuer will:
(a) invest all gross proceeds at all times from the date hereof until expended
in investments not constituting investment property for purposes of Section 148 of the Code such
as obligations of a state or of a political subdivision of a state, the interest on which is excluded
from gross income for purposes of Federal income taxation under Section 103 of the Code and is
not a preference item for purposes of the alternative minimum tax imposed by Section 55 of the
Code,
(b) invest all gross proceeds in obligations having a yield that does not. exceed
the yield on the Notes, or
(c)
comply with the provisions regarding rebate described in Article IV
below.
534101 1 030898 CERT
ARTICLE IV
Rebate
4.1 Rebate Compliance. The Issuer understands that the continued non-
inclusion of interest on the Notes for purposes of federal income taxation depends, in part, upon
compliance with the arbitrage limitations imposed by Section 148 of the Code, including the
rebate requirements described in Section 4.2 hereof with respect to the Notes.
4.2 Rebate Requirement for the Notes. Section 148(0 of the Code requires
the payment to the United States of the excess of the amount earned on the investment of Gross
Proceeds in Nonpurpose Investments over the amount that would have been earned had the
amount so invested been invested at a rate equal to the Yield on the Notes, together with any
income attributable to such excess. Except as provided below, all Gross Proceeds of the Notes
are subject to this requirement. In order to meet the rebate requirement of the Code the Issuer
must take the following actions:
(a) Record of Investments. The Issuer will record the date of receipt, amount
and source of any Gross Proceeds, e.g., proceeds from the sale of the Notes, loan
repayments, investment earnings. For each Nonpurpose Investment acquired with or
allocated to Gross Proceeds of the Issue, the Issuer will record the purchase date or
allocation date of such investment, its purchase price (excluding any broker or dealer's
commission or discount), or, if not acquired directly with Gross Proceeds, its Value on
the date the Nonpurpose Investment is allocated to Gross Proceeds, accrued interest due
on its purchase date or allocation date, its face amount, its coupon rate, its Yield, the
frequency of its interest payment, its disposition price (excluding any broker or dealer's
commission or discount), the accrued interest due on its disposition date and its
disposition date. In addition, the Issuer will record the date and amount of all
expenditures of Bond proceeds, including expenditures for rebate, other than
expenditures to acquire investments.
(b) Computation of Rebate Amount. Subject to the special rules set forth in
paragraphs (c), (d), (e) and (f) of this Section, the Issuer will determine the Rebate
Amount on each Computation Date. The Rebate Amount as of any Computation Date is
the excess of the Future Value of all receipts ~vith respect to Nonpurpose Investments
over the Future Value of all payments with respect to the purchase of Nonpurpose
Investments or the allocation of such investments to the proceeds of the Notes,
determined as of each Computation Date To the extent amounts received from
investments are reinvested, these amounts may be netted against each other and not taken
into account in the Computation of Rebate Amount. The Issuer shall determine the
nonpurpose receipts and nonpurpose payments as described below.
(i)
Receipts Receipts with respect to Nonpurpose Investments include (i)
actual receipts, amounts actually or constructively received with respect to
an investment, reduced by Qualified Administrative Expenses (ii)
disposition receipts, the Fair Market Value of investments deemed to be
sold on the date the investment ceases to be allocated to the issue, (except
534101 1 030898 CERT
that Present Value may be substituted for Fair Market Value with respect
to fixed yield investments, investments required to be yield restricted, and
investments transferring by virtue of the universal cap or transferred
proceeds roles) and (iii) Computation Date receipts, the Market Value
(Present Value, in the case of guaranteed investment contracts and fixed
rate investments) of all Nonpurpose Investments allocated to the issue at
the close of business on a Computation Date; and (iv) rebate receipts, any
recovery of an overpayment of rebate
(ii)
Payments. Payments with respect to Nonpurpose Investments include
(i) direct payments, the amount of Gross Proceeds of the issue directly
used to purchase the investment, including Qualified Administrative
Costs; (ii) constructive payments, the Value of an investment allocated to
(but not directly purchased with) Gross Proceeds on the date so allocated;
(iii)Nonpurpose Investments allocated to an issue at the end of the
preceding Computation Period, at the value of the investments at the
beginning of the computation period; (iv) rebate payments, payments of
rebate amounts when due and yield reduction payments on Nonpurpose
Investments and (v) the Computation Date Credit.
(c) Exception for Gross Proceeds Entirely Spent Within Six Months.
Notwithstanding anything in this Section 4.2 to the contrary, if all of the Gross Proceeds
of the Notes (other than amounts on deposit in the Debt Service Fund or a reserve fund),
including investment earnings received with respect to all Funds and Accounts
comprising such issue except the Debt Service Fund, have been expended for the
governmental purpose of the issue within six months after the date of issue, then the only
Nonpurpose Investments to be taken into account in the calculation of the Rebate
Amount with respect to the Non-Construction Notes are Nonpurpose Investments
acquired with or allocated to Gross Proceeds held in the Reserve Fund, and to any gross
proceeds arising after such six months which were not reasonably anticipated as of the
date of issuance. The existence of sinking fund or pledged fund proceeds or the
expectation that such proceeds will arise within six months of the issue date will make
the six-month expenditure exception to rebate inapplicable. For purposes of this
exception, Gross Proceeds used to pay principal of notes are not treated as expended on
the governmental purpose of the issue.
(d) Exception for Gross Proceeds Entirely Spent Within Eighteen Months.
Notwithstanding anything in this Section 42 to the contrary, if all of the Gross Proceeds
of the Notes (other than amounts on deposit in the Debt Service Fund or a reserve fund),
including investment earnings received with respect to all Funds and Accounts
comprising such issue except the Debt Service Fund, have been expended for the
governmental purpose of the issue in accordance with the following schedule alter the
date of issue: 15% within 6 months, 60% within 12 months and 100% within 18 months,
then the only Nonpurpose Investments to be taken into account in the calculation of the
Rebate Amount with respect to the Non-Construction Notes are Nonpurpose Investments
acquired with or allocated to Gross Proceeds held in the Reserve Fund, and to any gross
proceeds arising after such eighteen months which were not reasonably anticipated as of
534101 1 030898 CERT
the date of issuance. The existence of sinking fund or pledged fund proceeds or the
expectation that such proceeds will arise within eighteen months of the issue date will
make the eighteen-month expenditure exception to rebate inapplicable. For purposes of
this exception, Gross Proceeds used to pay principal of notes are not treated as expended
on the governmental purpose of the issue. However, an issue does not fail to satisfy the
spending requirement for the third spending period referenced above in this paragraph as
a result of a reasonable retainage, as defined in Treas. Reg. 1.148-7(d)(2), if the
reasonable retainage is allocated to expenditures within 30 months of the date of issue.
(e) Exception for Gross Proceeds Entirely Spent Within Twenty-Four
Months. Notwithstanding anything in this Section 4.2 to the contrary, for Construction
Bonds, if all of the Gross Proceeds of the Notes (other than amounts on deposit in the
Debt Service Fund or a reserve fund), including investment earnings received with
respect to all funds and accounts comprising such issue except the Debt Service Fund,
have been expended for the governmental purpose of the issue in accordance with the
following schedule after the date of issue: 10% within 6 months, 45% within 12 months,
75% within 18 months and 100% within 24 months, then the only Nonpurpose
Investments to be taken into account in the calculation of the Rebate Amount with respect
to the Non-Construction Notes are Nonpurpose Investments acquired with or allocated to
Gross Proceeds held in the Reserve Fund, and to any gross proceeds arising after such
twenty-four months which were not reasonably anticipated as of the date of issuance
The existence of sinking fund or pledged fund proceeds or the expectation that such
proceeds will arise within twenty-four months of the issue date will make the twenty-four
expenditure exception to rebate inapplicable. For purposes of this exception, Gross
Proceeds used to pay principal of notes are not treated as expended on the governmental
purpose of the issue However, an issue does not fail to satisfy the spending requirement
for the third spending period referenced above in this paragraph as a result of a
reasonable vetainage, as defined in Treas. Reg. 1.148-7(d)(2), if the reasonable retainage
is allocated to expenditures within 30 months of the date of issue.
(f) $100,000 Debt Service Fund Gross Earnings Exception Notwithstanding
anything in this Section 4.2 to the contrary, if the gross earnings from the investments
held in a debt service fund for the Bond Year in question, as determined under paragraph
(c), are less than $100,000 then any amount earned on such debt service fund shall not be
taken into account in determining the Rebate Amount. In this regard, the $100,000
earnings limitation is deemed satisfied if the annual debt service on the issue does not
exceed $2,500,000 For purposes of this paragraph (f), the term "gross earnings" means
the aggregate amount earned on the Nonpurpose Investment in which the Gross Proceeds
deposited to the debt service fund are invested, including amounts earned on such
amounts if al located to the debt service fund
(g) Debt Service Fund Exception If the average maturity of the Notes is at
least 5 years and the rates of interest do not vary during the term of the issue, then any
amount earned on a debt service fund (other than amounts representing accrued interest
or capitalized interest) shall not be taken into account in determining the Rebate Amount.
534101 I 030898 CERT
4.3 Payment to United States.
(a) Unless the Notes are redeemed prior to such time, the Issuer will pay to
the United States, not later than 60 days after each Installment Computation Date, an
amount which, when added to previous rebate payments made with respect to the Notes,
is equal to not tess than 90 percent of the Rebate Amount, less the Computation Date
Credit. The Issuer will pay to the United States, not later than 60 days after the Notes are
fully paid or redeemed, t00 percent of the Rebate Amount, less the Computation Date
Credit If the final rebate payment is made within 60 days after the Final Computation
Date, interest on the Rebate Amount will be deemed to accrue at the underpayment rate
under Section 6201 of the Code, beginning on the date the Rebate Amount is due and
ending on the date 10 days before it is paid.
(b) The Issuer will mail each payment to the Internal Revenue Service Center,
Philadelphia, Pennsylvania 19255. Each payment shall be accompanied by the copy of
the Form 8038-T and the Form 8038-G or 8038-GC filed with respect to the Bond issue
and a statement identifying the issuer and the issue, including the CUSIP number for the
Bond with the latest maturity for which there is a CUSIP number.
4.4 Recordkeeping. In connection with rebate requirement the Issuer will
maintain the following records:
(a) The Issuer will retain records of the determinations made pursuant to
Section 4.2 until six years after the retirement of the last obligation of the issue
(b) The Issuer will record all amounts paid to the United States pursuant to
Section 43.
4.5 Fair Market Value. The Issuer will not acquire Nonpurpose Investments
at other than an arm's length, Fair Market Value price unless regulations addressing imputed
receipts have been promulgated by the Treasury.
(SEAL)
IN WITNESS WHEREOF,
I have hereunto set my hand and affixed the
corporate seal of said,,~Town as of the 5th day of
December, 2007. //
Supervisor
534101 1 030898 CERT
Exhibit A
Definitions
(This exhibit includes definitions of certain terms which may not be used in the
Issuer's Arbitrage and Use of Proceeds Certificate)
"Available Construction Proceeds" means the Issue Price of the Construction
Bonds (i) plus earnings on the Issue Price and on amounts in any reserve fund not funded from
bond proceeds, and earnings on such earnings and (ii) less the amount of the Issue Price
representing a reasonably required reserve or replacement fund and costs of issuance funded with
proceeds received from the sale of the Note. For purposes of this definition earnings include
earnings on any tax-exempt bond. If only a portion of the Note constitutes Construction Bonds,
a pro-rata portion of the above-described amount will constitute available construction proceeds.
Pre-issuance accrued interest and earnings thereon may be disregarded.
"Bona Fide Debt Service Fund" means a fund, which may include proceeds of
an issue, that is used primarily to achieve a proper matching of revenues with principal and
interest payments within each Bond Year and is depleted at least once each Bond Year except for
a reasonable carry over amount (not in excess of the earnings on the fund for the immediately
preceding Bond Year or one-twelfth of the principal and interest payments on the issue for the
immediately preceding Bond Year).
"Bond Counsel" means any nationally recognized attorney or firm of attorneys,
knowledgeable in the requirements of the Code, and the Regulations, and retained by the Issuer.
"Bond Year" means each one-year period (or shorter period) from the date of
issue that ends at the close of business on the day in the calendar year selected by the Issuer
which day is no later than the last day within one year of the issue date of the Bonds.
"Capital Expenditure" means any costs of a type that is properly chargeable to
capital account (or would be so chargeable with a proper election or by virtue, based on all the
facts and circumstances, of a facility having reached a degree of completion which would permit
its operation at substantially its design level and the facility is, in fact, in operation at such level)
under general federal income tax principles, e.g, costs incurred to acquire, construct or improve
land, buildings, and equipment are generally capital expenditures Whether an expenditure is a
capital expenditure is determined at the time the expenditure is paid with respect to the property.
Future changes in law do not affect whether an expenditure is a capital expenditure
"Code" means the Internal Revenue Code of 1986, as amended.
"Computation Date" means any Installment Computation Date or the Final
Computation Date
"Computation Date Credit" means, for any issue of obligations, an amount
equal to the Future Value orS1,000 for each Bond Year during which there are gross proceeds of
the Notes on a Computation Date other than the Final Computation Date, and $1,000 on the Final
Computation Date
"Computation Period" means the period beginning on the day following a
Computation Date (or in the case of the first period, the date of issuance of the Notes) and ending
on the next succeeding Computation Date.
"Construction Bonds" means an issue in which all of the bonds are either (i)
Governmental Bonds; (ii) Qualified 501(c)(3) bonds or (iii) Private Activity Bonds to finance
property owned by a governmental unit or a 501(c)(3) organization, if at least 75 percent of the
Available Construction Proceeds of the issue are to be used, or are expected to be used for
Construction Expenditures for property which is owned by a governmental entity or a 501(c)(3)
organization
"Construction Expenditures" means Capital Expenditures which are properly
chargeable to or may be capitalized as part of the basis of (a) real property other than
expenditures for the acquisition of any interest in land or any interest in real property other than
land, (b) Constructed Personal Property; or (c) specially developed computer software that is
functionally related and subordinate to real property or Constructed Personal Property.
Construction Costs may include the acquisition of an interest in real property (other than land) if
such acquisition is pursuant to a contract which requires the seller to build or install the property
(eg, a "turnkey" contract) and the property has not been built or installed at the time the parties
enter into the contract. For purposes of this definition, real property means land improvements,
buildings, other inherently permanent structures, including items that are structural components
of such buildings or structures, wiring in a building, plumbing systems, central heating or central
air-conditioning systems, pipes or ducts, elevators or escalators installed in a building, paving
parking areas, roads, wharves and docks, bridges, and sewage lines.
"Fair Market Value" of an Investment shall have the following meanings:
(a) In General. Except as elsewhere specifically stated below, the Fair Market
Value of an Investment is the price at which a willing buyer would purchase the Investment from
a willing seller in a bona fide, arm's-length transaction.
(b) United States Treasury Obligation. The Fair Market Value ora United States
Treasury Obligation that is purchased directly from the United States Treasury is its purchase
price
(c) Certificate of Deposit. The Fair Market Value of a certificate of deposit with a
fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal is its
purchase price provided, the Yield on the certificate of deposit is not less than (i) the Yield on
reasonably comparable direct obligations of the United States and (ii) the highest Yield
published by the provider and currently available from the provider on reasonably comparable
certificates of deposit offered to the public
(d) Guaranteed Investment Contracts The Fair Market Value of a guaranteed
investment contract is its purchase price, provided (i) the Issuer makes a bona fide solicitation for
such contract and receives at least three bona fide bids from providers with no material interest in
the issue; (ii) the Issuer purchases the highest-yielding guaranteed investment contract for which
a qualifying bid is made (determined net of broker's fees); (iii) the Yield on such contract
(determined net of broker's fees) is not less than the Yield then available from the provider on
reasonably comparable investment contracts, if any, offered to other persons from a source of
funds other than gross proceeds of tax-exempt bonds; (iv) the determination of the terms of a
guaranteed investment contract takes into account as a significant factor the Issuer's reasonably
expected drawdown schedule for amounts to be invested, exclusive of float and reserves, (v) the
terms of the contract, including collateral security requirements are reasonable, and (vi) the
obligor certifies the administrative costs it is paying to third parties in connection with the
contract. To the extent that the administrative cost does not exceed the lesser of a reasonable
amount based on what would be charged for the same or comparable investment acquired with a
source of funds other than Gross Proceeds of tax exempt bonds or the Present Value of annual
payments equal to five one-hundredths of one percent (0.05%) of the weighted average amount
reasonably expected to be invested each year of the contract, it may be taken into account in
determining Yield, with the effect that it will increase the payments for, or decrease the receipts
from, Investments. For this purpose, Present Value is to be computed using the taxable discount
rate used by the parties to compute the commission or, if not readily ascertainable, a reasonable
taxable discount rate.
"Final Computation Date" means the day the last Bond that is part of the Bonds
is discharged.
"Future Value" or "FV" of a payment or receipt means the amount, determined
by using the economic accrual method (the method of computing yield based on the
compounding of interest at the end of each compounding period), equal to the value of such
payment or receipt at the time it is paid or received (or treated as paid or received), plus interest
assumed to be earned and compounded over the period at a rate equal to the yield on the issue,
using the same compounding interval and financial conventions used to compute yield.
"Governmental Bonds" means bonds which are not Private Activity Bonds.
"Gross Proceeds" means Sale Proceeds, Transferred Proceeds, Investment
Proceeds and Replacement Proceeds
"Issue Date" means December 5, 2007, the date on which the Notes are delivered
to the underwriters and payment of the purchase price of the Notes is received by the Issuer.
"Issue Price" when used in connection with an issue of publicly offered
obligations (determined separately for obligations included in the issue that are not substantially
identical) is the first price at which at least ten percent of each maturity of each series of the
obligations are sold to the public. Bond house, brokers, or similar persons or organizations
acting in the capacity of underwriters or wholesalers are not included in the definition of
"public" for purposes of the preceding sentence. If the obligations are privately placed, the Issue
Price is the price paid for them by the first buyer. The Issue Price of obligations that are publicly
offered in a bona fide public offering is determined on the basis of actual facts and reasonable
circumstances existing on the sale date unadjusted for subsequent occurrences
"Installment Computation Date" means the last day of the fifth Bond Year and
the last day of each succeeding fifth Bond Year (until and excluding the Final Computation
Date) and, if the Issuer so elects, the last day of any Bond Year.
"Investment" means (i) any security (within the meaning of Section 165(g)(2)(A)
or (B) of the Code, (ii) any obligation (other than tax-exempt obligations which are not
"specified private activity bonds" within the meaning of Section 57(a)(5)(C) of the Code), (iii)
any annuity contract within the meaning of Section 72 of the Code, (iv) any residential real
property for family units not located within the jurisdiction of the Issuer and which is not
required to implement a court-ordered or approved housing desegregation plan or (v) any
investment-type property that is held as a passive vehicle for the production of income, including
any prepayment for property or services if a principal purpose of prepayment is to receive an
investment return from the time the prepayment is made until the time payment would otherwise
have been made.
"Investment Proceeds" means any amounts actually or constructively received
from investing proceeds of the Notes.
"Issuer" means Town of Southold, in the County of Suffolk, New York
"Multipurpose Issue" means an issue the proceeds of which are used for two or
more separate purposes determined in accordance with Section I 148-9(h) of the Regulations.
"Net Sale Proceeds" means sale proceeds less the portion of those sale proceeds
invested in a reasonably required reserve or replacement fund or as part of a minor portion.
"Nonpurpose Investment" means any Investment in which Gross Proceeds are
invested and which is not acquired to carry out the governmental purpose of the issue.
"Note" or "Notes" means the $125,000 Bond Anticipation Note for Fishers
Island Sewer District-2007, dated December 5, 2007
"Official Statement" means the Official Statement of the Issuer relating to the
Note, if any Official Statement has been prepared
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof
"Plain Par Note" means a qualified tender bond or a bond that (i) is issued with
original issue discount equal to not more than 2 percent of the stated redemption price at maturity
plus the amount of original issue premium attributable exclusively to underwriters'
compensation, (ii) is issued for a price that does not include Pre-Issuance Accrued Interest,
(iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation
under Section 1275 of the Code, in either case, that pays interest unconditionally payable at least
annually, and (iv)has a lowest stated redemption price not less than its outstanding stated
principal amount
"Plain Par Investment" means an investment that is an obligation that (i)is
issued with original issue discount (or if acquired on a date other than the issue date, acquired
with market discount or premium) equal to not more than 2 percent of the stated redemption
price at maturity, (ii) is issued for a price that does not include Pre-Issuance Accrued Interest,
(iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation
under Section 1275 of the Code that pays interest unconditionally payable at least annually, and
(iv) has a lowest stated redemption price not less than its outstanding stated principal amount.
"Present Value" or "PV" means the amount determined by using the following
formula:
PV- FV
n
(l+i)
where FV equals Future Value, as defined herein, i equals the discount rate
divided by the number of compounding intervals in a year and n equals the sum of(i) the number
of whole compounding intervals for the period beginning on the date as of which Present Value
is computed and ending on the date the amount is to be received or paid or on a Computation
Date and (ii) a fraction the numerator of which is the length of any short compounding interval
during such period and the denominator of which is the length of a whole compounding interval.
"Private Activity Bonds" means bonds which meet the definition contained in
Section 141(a) of the Code and that are not "qualified bonds" as defined in Section 141(e) of the
Code.
"Project" means the projects referred to in the Resolution, which is being
financed by the Note
"Qualified 501(c)(3) Bonds" means bonds which meet the definition contained
in Section 145 of the Code.
"Qualified Guarantee" means, with respect to a bond, an unconditional transfer,
in any form, of substantially all of the credit risk for all or part of the payments, such as
payments for principal and interest, redemption prices or tender prices, on the guaranteed bonds.
The guarantor must not expect to make any payments other than those pursuant to a direct-pay
letter of credit or similar arrangement for which the guarantor will be immediately reimbursed.
Reasonable procedural or administrative requirements or, in the case of a guarantee against
failure to remarker a qualified tender bond, commercially reasonable limitations based on credit
risk, will not cause the guarantee to be conditional. The guarantor may not be a co-obligor, nor
may the obligor and any related parties combined use more than 10 percent of proceeds of the
guaranteed portion of the bonds. The guarantee fee must not exceed a reasonable arm's-length
charge solely for the transfer of the credit risk. A guarantee will not be qualified unless, as of the
date the guarantee is obtained, the issuer reasonably expects that the present value of all fees for
the guarantee will be less than the present value of the expected interest savings on the issue as a
result of the guarantee. For this purpose, present value is computed using the yield on the issue,
determined with regard to the guarantee fees, as the discount rate
"Rebate Amount" means with respect to the Notes, the amount computed as
described in Section 4.3 of the Certificate.
"Regulations" means the Income Tax Regulations promulgated under Sections
103 and 141 to 150 of the Code by the Department of the Treasury from time to time, including
the Regulations published on June 18, 1993 in the Federal Register, as they may be amended
from time to time,
"Replacement Proceeds" means amounts with a sufficiently direct nexus to the
Notes or Project to conclude that such amounts would have been used for the Project if the
proceeds of the Notes were not so used to the extent held by or derived from the Issuer or a
controlled entity of the Issuer, including: sinking funds, pledged funds (including negative
pledges), certain other amounts if the term of the issue is longer than necessary for the
governmental purposes of the Notes, and a bond-funded working capital reserve unless the Notes
qualify for one of the exceptions provided in the Regulations.
Certificate.
"Resolution" means the bond resolution of the Issuer, as referred to in the
"Sale Proceeds" means any amounts actually or constructively received from the
sale of an issue, including amounts used to pay underwriters' discount or compensation, accrued
interest other than Pre-Issuance Accrued Interest, or derived from the sale of a right associated
with a bond as further described in Section 1.148-4(b)(4) of the Regulations.
Series.
"SLG" means a U.S. Treasury Book Entry Security, State and Local Government
"Spendable Proceeds" means sale proceeds, less the portion of those sale
proceeds invested in a reasonably required reserve or replacement fund under Section 148(d) of
the Code and as part of a minor portion under Section 148(e) of the Code.
"Transferred Proceeds" means unexpended original or investment proceeds of a
refunded issue which transfer and become proceeds of the refunding issue when proceeds of the
refunding issue are applied to pay principal of the refunded issue.
"Treasury" means the United States Department of Treasury.
"Universal Cap" means the maximum value of Nonpurpose Investments which
may be allocated to the Notes and is determined by reference to the Value of all outstanding
Notes of the issue Nonpurpose Investments shall be taken into account as Nonpurpose Receipts
at their Value on a Valuation Date.
"Valuation Date" means the date on which the value of the Universal Cap and
the Nonpurpose Investments allocable to the Notes thereunder are determined. With respect to
new money issues, the first Valuation Date shall be the second year anniversary date of the date
of issuance of the Notes; thereafter, the first day of each Note Year shall constitute a Valuation
Date. With respect to a refunding issue, each date on which proceeds of the refunded issue
would become transferred proceeds of the refunding issue, eg. each date on which principal of
the refunded issue is paid with proceeds of the refunding bonds, shall constitute a Valuation
Date. In addition, the first date of each Note Year shall also be a Valuation Date.
"Value" means, in the case of a Note, the Value of a Note and in the case of an
Investment, the Value of an Investment
"Value of the Note" means, in the case of a Plain Par Note, its outstanding stated
principal amount, plus accrued unpaid interest or in the case of a Plain Par Note actually
redeemed, or treated as redeemed, its stated redemption price on the redemption date plus
accrued unpaid interest. In the case ora bond other than a Plain Par Note, the value on a date of
such a bond is its Present Value on that date, using the yield on the issue of which the bonds are
a part as the discount factor. In determining the Present Value of a variable rate bond, the initial
interest rate on the bond established by the index or other rate setting mechanism is used to
determine the interest payments on that bond.
"Value of an Investment" means, as of any date, unless the Investment is
required invested as a restricted yield, for any Investment, Fair Market Value as of that date; for
any fixed rate investment, Present Value on that date; and for any Plain Par Investment, the
outstanding stated principal amount, plus accrued unpaid interest, as of that date. Yield
restricted investments must be valued at Present Value, amounts allocated or that cease to be
allocated to an issue must be allocated at Fair Market Value, except in cases in which such
Nonpurpose Investments are allocated as a result of the Universal Cap or Transferred Proceeds
rules in which case they may be valued at Present Value, and amounts allocated to Transferred
Proceeds may not be valued in excess of the value used for arbitrage restrictions applicable to the
Refunded Issue.
"Working Capital Expenditure" means any cost of a type that does not
constitute a Capital Expenditure.
"Yield" means, as of any Computation Date, that discount rate that, when used in
computing the Present Value of (i) all unconditionally payable payments of principal and interest
of or on the bonds included in such fixed yield issue, (ii) all unconditionally payable fees for
Qualified Guarantees and Qualified Hedges on such bonds and (iii) all fees expected to be paid
for Qualified Guarantees and Qualified Hedges, produces an amount equal to the sum of the
Present Value of the aggregate Issue Prices of the bonds comprising the issue (determined using
the same discount rate used to determine the Present Value of payments for principal, interest
and Qualified Hedges and Qualified Guarantees). The Yield is computed as of the issue date of
the fixed yield issue by treating each bond included in the issue that is either subject to
mandatory or contingent early redemption or to certain optional redemption provisions as being
redeemed on its expected early redemption date for an amount equal to its Value on that date. If
a fixed yield bond (i) is subject to optional redemptions within 5 years of its issue date and the
Yield not taking into account the optional redemption is more than 1/8 of 1% above its Yield
assuming the early redemption, (ii) is issued at an Issue Price that exceeds the stated redemption
price at maturity by more than 1/4 of 1% multiplied by the product of the stated redemption price
to maturity and the number of complete years to the first optional redemption date for the bond,
or (iii) bears interest at increasing interest rates, the Yield on the issue including such fixed yield
bond is computed by treating the fixed yield bond as redeemed at its stated redemption price on
the optional redemption date that produces the lowest Yield on the issue. No adjustment will be
made on any Computation Date to the Yield on a fixed yield issue as computed on its issue date
unless redemption rights are subsequently transferred to a third party or termination payments
are received with respect to Qualified Hedges. The Yield on a fixed yield bond is calculated in
the same manner as Yield on a fixed yield issue.
CERTIFICATE OF DETERMiNATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $125,000 BOND ANTICPATION
NOTE FOR FISHERS ISLAND SEWER DISTRICT-2007 OF
THE TOWN OF SOUTHOLD, NEW YORK
I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called
the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the
chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the resolution duly
adopted and as referred to in paragraph 1 hereof, and subject to the limitations prescribed in said
resolution, I have made the following determinations:
1 A bond anticipation note (the "Note") of the Town in the principal amount
of $125,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
resolution entitled:
Bond Resolution of the Town of Southold, New York, adopted
September 25, 2007, appropriating $125,000 for the increase and
improvement of facilities of the Fishers Island Sewer District,
consiting of various upgrades to the wastewater pump station, the
installation of a generator to replace the existing generator,
installation of a propane tank, including the construction of the
foundation therefor, the removal and replacement of the
underground diesel fuel tank and reconstruction of the leach field
pipe and other work related, appurtenant and supplemental thereto,
including any original equipment, machinery, and apparatus
required therefor, and authorizing the issuance of not to exceed
$125,000 serial bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to.
2. The terms, form and details of said Note shall be as follows:
Amount and Title:
$125,000 Bond Anticpation Note for Fishers Island Sewer
District-2007
Dated:
December 5, 2007
Matures: April 18, 2008
Number and
Denomination:
Number 1, at $125,000
Interest Rate
per annum: 3.35%
534101 1 030898 CERT
Form of Note:
Substantially
Schedule B,
New York
in accordance with form prescribed by
2 of the Local Finance Law of the State of
Said Note is not issued in renewal of any note or notes.
4. The amount of bond anticipation notes originally issued in anticipation of
the issuance of serial bonds authorized pursuant to the resolution referred to in paragraph 1,
hereof, including the Note, is $125,000, and the amount of bond anticipation notes which will be
outstanding after the issuance of the Note, including said Note, will be $125,000.
5. The serial bonds authorized pursuant to the resolution referred to in
paragraph 1, hereof, are for an improvement which is assessable.
6. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Bridgehampton National Bank, Southold, New York, for
the purchase price of $125,000, plus accrued interest, if any, from the date of said Note to the
date of delivery thereof, and I FURTHER DETERMINE that said Note shall be payable as to
both principal and interest at Bridgehampton National Bank, Southold, New York, and shall bear
interest at the rate of three and thirty-five hundredths per centum (3.35%) per annum,
payable at maturity.
7. Said Note shall be executed in the name of the Town by its 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.
1N WITNESS WHEREOF,
I have hereunto set my hand this 5th day of
December, 2007.
Supervisor
534101.1 030898 CERT
CLERK' S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in the office of the Town Clerk on or before the 5th
day of December, 2007; 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 resolution cited in
said Certificate has been adopted by said Town Board.
1N WITNESS WHEREOF,
I have hereunto set my hand and affixed the
corporate seal of said Town as of the 5th day of
December, 2007
Clerk
(SEAL)
534101.1 030898 CERT
AFFIDAVIT AS TO NO CONFLICT OF iNTEREST
STATE OF NEW YORK )
COUNTY OF SUFFOLK )
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly elected, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A annexed 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 Supervisor on the 5th day of December,
2007, 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 hereo£
D- - -' To~n Cle"~r
Subscribed and sworn to before me
this af~ day of December, 2007
~/ Notary Public, State of New York
.tOHN A CUSHHAN
Notary flub~lc, State of New York
NO. 0~CU6~74322
Qualified in Suffolk County
534101 1 030898 CERT
S CI-[EDULE 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
made a part of and set forth in the official record of proceedings of the Town.
534101 1 030898 CERT
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 December 5, 2007, we officially signed and properly
executed by manual signatures the $125,000 Bond Anticpation Note for Fishers Island Sewer
District-2007 (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,
6r 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, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
December 5, 2007, I delivered or caused the delivery of said Note to Bridgehampton National
Bank, Southold, New York, the purchaser thereof, and that at the 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 ................................... $125,000 O0
Interest on said Note accrued to the
date of such delivery ......................................
000
Amount Received ................................... $125,000.00
5341011 030898 CERT
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 5th day of December, 2007
.nature
Term of Office Expires
December 31, 2011
December 31, 2009
Title
Supervisor
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. BRIDOEHA~PTON NATIONAL BANK
J / (S:/~ture)~ (Title) P.O. Box !567
(NamSotlili~,l~y ~ 1971
534101 1 030898 CERT
ATTORNEY'S CERTIFICATE
I, Patricia Finnegan, 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 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 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
1N WITNESS WHEREOF,
I have hereunto set my hand this
fAt ~ey [,..~
5th day of
534101 1 030898 CERT
SCHEDULE A
Amount and Title:
Dated:
Matures:
Number and
Denomination:
Interest Rate
per annum:
$125,000 Bond Anticipation Note for Fishers Island Sewer District-2007
December 5, 2007
April 18, 2008
Number 1, at $125,000
3.35%
534101 1 030898 CERT
EXTRACT OF MINUTES
Meeting of the Town Board of the
Town of Southold, in the
County of Suffolk, New York
August 9, 2000
A Reqular meeting of the Town Board of the Town of
Southold, in the County of Suffolk, New York, was held at the
Fishers Island School, Fishers Island, in said Town, on August 9,
2000, at 1:10 o'clock P.M. (Prevailing Time)
There were present: Hon. Jean W. Cochran, Supervisor;
and
Councilpersons:
Justice:
Craig A. Richter
Wiliam D. Mooee
Brian G. Murphy
Louisa P. Evans
There were absent: Councilman~dohn M. Romanelli
Also present:
Elizabeth A. Neville, Town Clerk
The Town Clerk stated that a public hearing had been
called for this meeting at the Fishers Island School, Fishers
Island, in said Town at 1:10 o'clock P.M. (Prevailing Time) to
consider the improvement of facilities of the Fishers Island
Garbage and Refuse District, in the Town of Southold, and to hear
349327.1 02.2471
all persons interested in the subject thereof concerning the same
and for such other action on the part of the Town Board with
relation thereto as may be required by law. The Town Clerk read,
in full, the notice calling said public hearing and presented
affidavits showing that certified copies of said notice had been
duly published and posted pursuant to the provisions of Article
12 of the Town Law.
The Supervisor stated that the hearing in the said
matter was now open and asked if there were any interested
persons present who desired to be heard. The following persons
appeared in favor of the improvement of facilities of the Fishers
Island Garbage and Refuse District:
William Ridgway
The following persons appeared in opposition to said
improvement of facilities of the Fishers Island Garbage and
Refuse District:
The following persons spoke, but did not indicate whether they were in favor
or against the improvement of facilities of the Fishers Island Garbage and
Refuse District:
Kenneth Edwards
Mildred Dickerson
Peter Brickerhoff
John
Thatch~he Town Clerk reported that the following pertinent
communications had been received:
None
349327.1 022471 RES
meeting.
The Town Clerk then read such communications to the
The Supervisor inquired as to whether there were any
other persons present who wished to be heard. No one appeared,
whereupon the Supervisor declared the public hearing le~ O~en.
This hearing was closed on Sep~mber 12. 2000
On motion of Councilman John M. Romanelli , duly seconded
by 3ustice ~uisa P. Evans , the following Resolution and Order
After Public Hearing was duly declared adopted on the following
roll call vote:'
AYES:
NOES:
Councilman Craig A. Richter
Councilman Brian G. Murphy
Councilman John M. Romanelli
Councilman William D. Moore
Justice Louisa P. Evans
Supervisor Jean W. Cochran
None
349327.1 022471 RES
A Reqular meeting of the Town
Board of the Town of Southold,
in the County of Suffolk, New
York, was held at the Fishers
Island School, Fishers Island,
in said Town, on the 9th day
of August, 2000.
PRESENT:
Hon. Jean W. Cochran, Supervisor
Louisa P. Evans, Justice
William D. Moore, Councilman
John M. Romanelli, Councilman
· Brian G. Murphy, Councilman
Craig A. Richter, Councilman
In the Matter
of the
Improvement of facilities of the Fishers
Island Garbage and Refuse District, in the
Town of Southold, in the County of Suffolk,
New York, pursuant to Section 202-b of the
Town Law.
RESOLUTION AND
ORDER AFTER PUBLIC
HEARING
WHEREAS, the Town Board of the Town of Southold (herein
called "Town Board" and "Town", respectively), in the County of
Suffolk, New York, has heretofore received from the Board of
Commissioners (herein called "Commissioners,,) of the Fishers
Island Garbage and Refuse of the Town of Southold, in the Town
(herein called "District,,), heretofore established and now
existing in the Town, a certified copy of the resolution adopted
by said Board of Commissioners on July 17, 2000 and signed by a
349327.1 022471 RES
majority of the Commissioners, approving the closure and
abandonment of the Fishers Island (Pickett) Landfill (herein
called the "Landfill") situate in the District, in order to
improve the facilities of the District as required by and in
conformance with the Order on Consent File No. 1-5883-96-11 (and
1-4020), dated November 4, 1997, issued by the New York State
Department of Environmental Conservation and accepted by the
District, described as the capping, closure and abandonment of
the Landfill, consisting of the installation of a layered system
of soils and geosynthetics to provide a cost effective low
permeability hydraulic barrier which will mitigate the .vertical
percolation of precipitation into the underlying waste mass, at
the estimated maximum cost of $2,500,000 and in general
conformance with the regulations and performance criteria of 6
NYCRR Part 360 Solid Waste Management Facilities, all as more
particularly set forth in the Final Closure Plan dated November,
1999 prepared by Dvirka and Bartilucci, Consulting Engineers, on
file in the office of the Town Clerk of the Town; and
W~EREAS, pursuant to the Order Calling Public Hearing
To Be Held On August 9, 2000, adopted July 18, 2000, a public
hearing was duly held by the Town Board on this 9th day of
August, 2000 at 1:10 o'clock P.M. (Prevailing Time) at the
Fishers Island School, Fishers Island, New York, in the Town, and
considerable discussion on the matter has been had and all
persons desiring to be heard have been heard, including those in
favor of and those in opposition to said improvement of
facilities of the Fishers Island Garbage and Refuse District; and
WHEREAS, the Town Board has given due consideration to
the impact that such improvement of facilities of the District
may have on the environment and on the basis of such
consideration, the Town Board has determined that such
improvement of facilities is a Type II Action as prescribed by
the Rules and Regulations issued pursuant to the New York State
Environmental Quality Review Act, comprising Article $ of the
Environmental Conservation Law and no further environmental
review is required;
NOW, THEREFORE, on the basis of the information given
at such hearing, it is hereby
DETERMINED, that it is in the public interest to
improve the facilities of the District as hereinabove described
and referred to at the estimated total cost of not to exceed
$2,500,000; and it is hereby
ORDERED, that the facilities of the District shall be
so improved as hereinabove described at the estimated maximum
cost of $2,500,000 and, further, that the Engineer heretofore
retained by the Town Board shall prepare specifications and make
careful estimates of the expense of said improvement of the
facilities pursuant to such final Closure Plan which is hereby
approved and, with the assistance of the Town Attorney, prepare a
proposed contract or contracts therefor, which specifications,
estimate and proposed contract shall be presented to the Town
Board as soon as possible; and it is hereby
FURTHER ORDERED, that the expense of so improving such
facilities shall be financed by the issuance of not to exceed
$2,500,000 serial bonds of the Town, and the costs thereof,
including payment of principal of and interest on said bonds,
shall be assessed, levied and collected from the several lots and
parcels of land within said District by the Town Board in the
manner provided by law, but if not paid from such source, all the
taxable property within said Town shall be subject to the levy of
an ad valorem tax, without limitation as to rate or amount,
sufficient to pay the principal of and interest on said bonds;
and it is hereby
FURTHER ORDERED, that the Town Clerk record a certified
copy of this Resolution and Order After Public Hearing in the
office of the Clerk of Suffolk County within ten (10) days after
adoption hereof.
DATED: SEPTEMBER 12,2000
TOWN BOARD OF THE TOWN OF SOUTHOLD
Supervisor
Louisa P. Evans
Justice
349327.1 022471 RES
(SEAL)
~' {William Moore
Jo . ~
' ~rian 'G. Mbbr~h ~/
/rCouncilman
Southold, New York
349327.1 022a71 RF~
Councilman John. M. Romanelli offered the following resolution
and moved its adoption:
349327.1 02247 [
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK,
ADOPTED SEPTEMBER12. 2000 APPROPRIATING THE AMOUNT
OF $2,500,000 FOR THE IMPROVEMENT OF FACILITIES OF
THE FISHERS ISLAND GARBAGE AND REFUSE DISTRICT, IN
SAID TOWN, AND AUTHORIZING THE ISSUANCE OF
$2,500,000 SERIAL BONDS OF SAID TOWN TO FINANCE
SAID APPROPRIATION.
Recital
WHEREAS, the Town Board of the Town of Southold (herein
called the "Town"), in the County of Suffolk, New York,. has
heretofore received from the Board of Commissioners (herein
called the "Commissioners") of the Fishers Island Garbage and
Refuse District of the Town of Southold (herein called the
"District"), heretofore established and now existing in the Town,
a certified copy of the resolution adopted by said Board of
Commissioners on July 17, 2000 and signed by a majority of the
Commissioners approving the closure and abandonment of the
Fishers Island (Pickett) Landfill (herein called the "Landfill")
situate in the District, in order to improve the facilities of
the District as required by and in conformance with the Order on
Consent, File No. 1-5883-96-11 (and 1-4020), dated November 4,
1997, issued by the New York State Department of Environmental
Conservation and accepted by the District, as hereinafter
described and, after a public hearing duly called and held, said
Town Board has determined, pursuant to the Resolution and Order
349327.1 022471
After Public Hearing duly adopted on this date, that it is in the
public interest to so improve the facilities of the District and
ordered such facilities to be thus improved at the estimated
maximum cost of $2,500,000 and that the Engineer prepare
specifications and an estimate of the cost and, with the Town
Attorney, prepare a contract(s) for presentation to the Town
Board as soon as possible;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK (by the favorable vote.of not
less than two-thirds of all the members of said Board) AS
FOLLOWS:
Section 1. The Town hereby appropriates the amount of
$2,500,000 for the improvement of the facilities of the District
heretofore authorized pursuant to the Resolution and Order After
Public Hearing referred to in the Recital hereof and described as
the capping and closure and abandonment of the Fishers Island
(Pickett) Landfill, Fishers Island, in the District, consisting
of the installation of a layered system of soils and
geosynthetics to provide a cost effective low permeability
hydraulic barrier which will mitigate the vertical percolation of
precipitation into the underlying waste mass and in general
conformance with the regulations and performance criteria of 6
NYCRR Part 360 Solid Waste Management Facilities, all as more
particularly set forth in the Final Closure Plan dated November,
349327.1 022471 RES
1999 prepared by Dvirka and Bartilucci, Consulting Engineers, on
file in the Office of the Town Clerk of the Town and heretofore
approved. The estimated maximum cost of said specific object or
purpose, including preliminary costs and costs incidental thereto
and to the financing, is $2,500,000. The plan of financing
includes the issuance of $2,500,000 serial bonds of the Town to
finance said appropriation and such amount, including
installments of principal and interest on such bonds, shall be
assessed, levied and collected from the several lots and parcels
of land within said District by the Town Board in the manner
provided by law, but if not paid from such source, all.the
taxable property within said Town shall be subject to the levy of
an ad valorem tax, without limitation as to rate or amount,
sufficient to pay the principal of and interest on said bonds.
Section 2. Serial bonds of the Town are hereby
authorized to be issued in the principal amount of $2,500,000
pursuant to the provisions of the Local Finance Law, constituting
Chapter 33-a of the Consolidated Laws of the State of New York
(herein called "Law"), to finance said appropriation.
Section 3. The following additional matters are hereby
determined and declared:
(a) The period of probable usefulness of each item of
the specific object or purpose for which said $2,500,000 serial
bonds are authorized to be issued, within the limitations of
Section 11.00 a. 6-b of the Law, is twenty (20) years.
349~27.1 022471 RES
(b) The proceeds of the bonds herein authorized and any
bond anticipation notes issued in anticipation of said bonds may
be applied to reimburse the Town for expenditures made after the
effective date of this resolution for the purpose for which said
bonds are authorized. The foregoing statement of intent with
respect to reimbursement is made in conformity with Treasury'
Regulation Section 1.150-2 of the United States Treasury
Department.
(c) The Town Board has given due consideration to the
impact that such improvement of facilities of the District may
have on the environment and, on the basis of such consideration,
the Town Board has determined that such improvement of facilities
is a Type II Action as prescribed by the Rules and Regulations of
the State Environmental Quality Review Act, being Article 8 of
the Environmental Conservation Law ("SEQRA").
Section 4. Each of the bonds authorized by this
resolution and any bond anticipation notes issued in anticipation
of said bonds shall contain the recital of validity prescribed by
Section 52.00 of the Law and said bonds, and any notes issued in
anticipation said bonds, shall be general obligations of the
Town, payable as to both principal and interest by a general tax
upon all the taxable real property within the Town without
limitation as to rate or amount. The faith and credit of the
Town are hereby irrevocably pledged to the punctual payment of
the principal of and interest on said bonds and any notes issued
in anticipation of the sale of said bonds and provision shall be
349327.1 022471 ~
made annually in the budget of the Town by appropriation for (a)
the amortization and redemption of the bonds and any notes issued
in anticipation thereof to mature in such year and (b) the
payment of interest to be due and payable in such year.
Section 5. Subject to the provisions of this
resolution and of the Law and pursuant to the provisions of
Section 21.00 relative to the authorization of the issuance of
bonds having substantially level or declining annual debt
service, Section 30.00 relative to the authorization of the
issuance of bond anticipation notes, and Section 50.00 and
Sections 56.00 to 60.00 of the Law, the powers and duties of the
Town Board relative to authorizing bond anticipation notes and
prescribing their terms, form and contents and as to the sale and
issuance of the bonds herein authorized, and any other bonds
heretofore or hereafter authorized, and of any bond anticipation
notes issued in anticipation of said bonds, and the renewals of
said bond anticipation notes, are hereby delegated to the
Supervisor, the chief fiscal officer of the Town.
Section 6. The validity of the bonds authorized by
this resolution, and of any notes issued in anticipation of said
bonds, may be contested only if:
(a) such obligations are authorized for an object or
purpose for which the Town is not authorized to
expend money, or
(b) the provisions of law which should be complied
with at the date of the publication of such
resolution are not substantially complied with,
and an action, suit or proceedinG contestinG such validity, is
commenced within twenty days after the date of such publication,
or
(c)
such obligations are authorized in violation of
the provisions of the constitution.
Section 7.
immediately.
This resolution shall take effect
349327.1 022471 RES
The adoption of the foregoin9 resolution was seconded
by Justice Louisa Evans and duly put to a vote on roll call, which
resulted as follows:
AYES: Couuci]m~n Craig A. Richter
Couuctlm-n Brian G. Murphy
Counctlmnn John M. Romanelli
Counctlmnn WilliamB. Hoore
Justice Louisa P. Evans
Supervisor Jean W. Cochran
NOES: None
The resolution was declared adopted.
Coun~tlmnn .Inhn N_ Rnmnne111
resolution and moved its adoption:
offered the followin9
349327.1 022471
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK, AS FOLLOWS:
Section 1. The Town Clerk is hereby directed to
publish the foregoing bond resolution, in summary, in "THE
SUFFOLK TIMES," a newspaper published in Southold, New York, and
having a general circulation in said Town, which newspaper is
hereby designated as the official newspaper of the Town for such
publication, together with the Town Clerk's statutory notice in
the form prescribed by Section 81.00 of the Local Finance Law of
the State of New York.
Section 2. This resolution shall take effect
immediately.
The adoption of the foregoing resolution was seconded
by ~t4~ L~,,4~a P. Eva.~ and duly put
call, which resulted as follows:
AYES: Councilm-n Craig A. Richter
Councilm~. Brian G. Murphy
Council~-n John M. Romanelli
Couicilm~n William D. Moore
· Justice Louisa P. Evans
Supervisor Jean W. Cochran
NOES: None
The resolution was declared adopted.
to a vote on roll
349327.1 0~2471 RF-.S
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of
Southold, in the County of Suffolk, New York, HEREBY CERTIFY that
the foregoing annexed extract from the minutes of a meeting of
the Town Board of said Town, duly called and held ~n September 12, 2000
2000 has been compared by me with the original minutes as
officially recorded in my office in the Minute Book of said Town
Board and is a true, complete and correct copy thereof and of the
whole of said original minutes so far as the same relate to the
subject matters referred to in said extract.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the corporate seal of said
Town thisl~ th day of .Sep~mber 200~
(SEAL)
-- U u ~own~Clerk-
349327.1 022471
p U B L I S H E R S C E RT'I F I CAT E
State of Connecticut )
County of New London, ) ss. New London
On this 31st day of July, 2000,
personally appeared before the undersigned, a
Notary Public within and for said County and
State, J. L. ZIELINSKI, LEGAL ADVERTISING
CLERK of THE DAY, a daily newspaper published
at New London, County of New London, State of
Connecticut, who being duly sworn, states on
oath, that the Order of Notice in the case of
LEGAL 836-LANDFILL: FISHERS ISLAND,
a true copy of which is hereunto annexed, was
published in said newspaper in its issue(s) of
o / /2ooo
..............
. ~d and sworn to before
t~is 31st day of July, 2000.
My commission expires
In the Matter
of the
Improvement of Fncilities of the
F~hers Island Garbage and Refuse
District of the Town of Sou~old, in
the= County of Su~ofk, New York,
TO'BEHELD ON
WH~lUt~,S.'pUrsuant to I~e pro-
vis,ms 9f~ 2i6 of the To~
~, ~ T~ B~d ~ the To~ of
~t~ (~ c~d "T~n '
~or ~, New y~, hu
~-~ ~m ~e ~
~~ (he~ ~ ~e
~~) of the Fishe~
~ ~ ~ R~ ~tfict
~ approving the do-
· _?t~ at!41_ ~nt of the i~shets
~ ule "L,Bldf~~) utuate in t~
~,"~ :~r to imp~ thc
Mi~'~ ~ ~ ~ ~u~
~"~ =h ~ with thc
~ ~ ~nt, F~e No. l~-
~ll (~ 1~), ~ N~r
4, t~, ~ ~ ~ New y~ State
~nt of. Environmental
~ ~d ~ by ~e
d~ ~ ab~donment of the
~, ~ of the ~tinn
~'n ~ s~m ~ so~s and
g~ ~Me a ~ eff~.
er ~ ~ ~t~te the ve~
~ ~ ~on ~ t~
~ w~e ~s, at ~ ~fi.
~ ~ ~ of
~ m ~ ~ the Fm~
'~, th~, ~ it
T~, N~ Y~k, ~ ~
~ ~Y ~ ~t, 2~ M 1=10
~ ~'~ment ~'f~-
~' .~.'~o as may 'be
Town Law, a' co~y of ,this
~ ~ 1~ ~m~f and sald
~ ~ no~ less than ten (10)
STATE OF NEWYORK)
)SS:
c~_SJ~_NTY OF__SUFF~LK)
C~ ~-. ~{{[ t~ of Maffituck, in said
counW, ~ing duly sworn, says that he/she is Principal
clerk of THE SUFFOLK TIMES, a weekly n~spaper,
published at Maffituck, in the Town of ~hold,
Coun~ of Su~lk and State of N~York, and th~ the
Notice of which the annexed is a print~ ~py, has
been r~ularly published in said Newspaper once
each week for [ w~ succe.ivo~,
commepciqg on the ~ ~ day
ot ~ 20 ~
~ Principal Clerk
Sworn to b~ me this ~
day of . ~ ~
20~
~Rr~ T. WEBER
I~ P~c, ~ ~ N~ Yo~
No. OIWE~
Ou~ ~ S~o~ ~ ~ ~
C0~miss[on ~ir~ De~m~r 13,~ ~
No. R-I
$1,170,000
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
BOND ANTICIPATION NOTE FOR FISHERS ISLAND GARBAGE AND REFUSE DISTRICT-2004
The Town of Sonthold, 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 bearer of this Note, or if it be registered, to the
registered holder, the sum of ONE MILLION ONE HUNDRED SEVENTY THOUSAND DOLLARS ($1,170,000) on
the 26th day of August, 2005, together with interest thereon from the date hereof at the rate of one and thirty-five
hundredths per eentu m (1.35%) per annum, payable at maturity. Both principal of and interest on this Note will be paid
in lawful money of the United States of Amarica, at North Fork Bank, Southold, New York.
At the request of the holder, the Town Clerk shall convert this Note into a registered Note by 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 wtiRen 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 one. of an authorized issue, the principal amount of which is $1,170,000. ThisNote may be called for
redemption, after the giving of at least five (5) days' written notice of the date of redemption by mailing of written
notice to the original purchaser, or if this Note be registered to the registered holder, and interest shall cease to be
paid hereon after such date of redemption.
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, the bond resolution adopted by the Town Board on September 12, 2000,
authorizing the issuance of $2,500,000 serial bonds for the improvement of the facilities oftbe Fishers Island Garbage and
Refuse District, in said Town, and the Certificate of Determination executed by the Deputy Supervisor on August 27. 2004.
This Note has been designated by the Town os a qualified tax-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 are hereby irrevocably pledged for the punctual payment of the principal of and
interest on this Note 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 Note, exist, have happened and have been performed, and that this Note, together with all other
indebtedness of such Town, 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 executed in its name by its Deputy
Supervisor, and its coq~orate seal (or a facsimile thereof) to be affixed, imprinted or otherwise reproduced hereon and attested
by its Deputy Town Clerk and this Note to be dated as of the 27th day of August, 2004.
TOWN OF SOUTi~OLD
(SEAL)
Deputy Supervisor
ATTEST:
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
COUNTY OF SUFFOLK )
Linda Cooper., being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Deputy Town Clerk of the Town
of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed 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 27th day of August,
2004, 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, Co) 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 hereo£
Subscribed and sworn to before me
this 2.7th day of August, ~0z[ ^
~ NUJta~/~pu Y~
~otary Public, State of New York
Deputy Town Clerk
LYNDA M. BOHN
NOTARY PUBLIC, State o! New York
No. 01 BO6020932
Qualified in Suffo}k Coun~
Term Expires March 8, 20 JJ_g
458535.1 019513 CERT
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
pan 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
made a part of and set forth in the official record of proceedings of the Town.
458535.1 019513 CERT