HomeMy WebLinkAboutVacall Drain CleanerUNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
BOND ANTICIPATION NOTE FOR PAYLOADER, TRUCK TRACTOR AND VACALL DRAIN CLEANER-1997
The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York,
here~by acknowledges itself indebted and for value received promises to pay to the bearer of this Note, or if it be registered,
to tho registered holder, the sum of THREE HUNDRED N1NE THOUSAND DOLLARS ($309,000) on the 15th day of
May, 1998, together with interest thereon from the date hereof at the rate of four and three hundredths per centum
(4.03%) p~' annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the
Uni~:l States of America, at The North Fork Bank & Trust Company, Southold, New York.
At thc request of thc boldcr, thc Town Clerk shall convert this Note into a rcgistored Note by reg'rstering
it in thc name of thc holder in thc books of thc Town kept in the office of such Town Clcrk and endorsing a certificate of
such registratinn hereon, after which both principal of and interest on this Note shall bc payable only to the registered
holdcr, his lcgal representatives, successors or transferees. This Note shall then be transferable only upon presentation to
such Town Clerk with a writ~n transfer of titla and such Town Clark shall thereupon register this Note in the name of the
transfcree in his books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed
by the registered holder, or his legal representatives, and it shall be duly acknowledged or proved, or in the alternative the
signature thereto shall be certified as to its genuineness by an officer of a bank or trust company located and authorized to
do business in this State.
This Note is the only Note of an authorized combined issue, the aggregate principal amount of which is
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, two bond resolutions duty adopted by the Town Board on their respective
dates, authorizing the issuance of serial bonds for the acquisition of machinery and apparatus for lease to and use by the
Southold Solid Waste Management District and the acquisition of a Vacall drain cleaner for use by the Town Highway
Department, and the Certificate of Determination executed by the Supervisor on May 16, 1997.
This Note has been designated by the Town as 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 of Southold are hereby h-revocably 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 of Soutbold, is within every debt and other limit prescribed by the
Constitution and laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this Note to be signed by its Supervisor,
and its corporate seal (or a facsimile thereof) to be affLXed, imprinted, engraved, or otherwise reprod~ced hereon and
attested by its Town Clerk and this Note to be dated as of the 16th day of May, 1997.
TOWN OF SOUTHOLD
(SEAL)
EXTRACT OF MINI3TES
Meeting of the Town Board of the Town of Southold,
in the County of Suffolk, New York
February 4, 1997
Southold, in the County of Suffolk, New York,
Town Hall, Southold, New York, on February 4,
o'clock P.M. (Prevailing Time).
There were present:
A regular meeting of the Town Board of the Town of
was held at the
1997 at 7:30
Board Members:
Hon. Jean W. Cochran, Supervisor;
and
Councilwoman Alice J. Hussie
Councilman Joseph L. Townsend, .Ir.
Councilwoman Ruth D. Oliva
Justice Louisa P. Evans
Councilman William D. Moore
There were absent: None
Also present:
Councilwoman Hussie
and moved its adoption:
Judith T. Terry, Town Clerk
Laury L. Dowd, Town Attorney
offered the following resolution
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED FEBRUARY 4, 1997, AUTHORIZING THE
ACQUISITION OF A VACALL DRAIN CLEANER FOR USE
BY THE TOWN HIGHWAY DEPARTMENT; STATING THE
ESTIMATED MAXIMUM COST THEREOF IS $175,000;
APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING
THE AMOUNT OF $15,000 TO BE RECEIVED AS THE
TRADE-IN ALLOWANCE ON THE DRAIN CLEANER NOW
OWNED BY THE TOWN AND APPLIED TOWARDS THE COST
OF SUCH VACALL DRAIN CLEANER, AND AUTHORIZING
THE ISSUANCE OF $160,000 SERIAL BONDS OF SAID
TOWN TO FINANCE THE BALANCE OF SAID
APPROPRIATION.
THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF
SUFFOLK, NEW YORK, HEREBY RESOLVES (by the favorable vote of not
less than two-thirds of all the members of said Town Board) AS
FOLLOWS:
Section 1. The Town of Southold, in the County of
Suffolk, New York (herein called "Town"), is hereby authorized to
acquire a VACALL drain cleaner for use by the Town Highway
Department. The estimated maximum cost thereof, including
preliminary costs and costs incidental thereto and to the
financing thereof, is $175,000 and the said amount is hereby
appropriated therefor, including the amount of $15,000 to be
received as the trade-in allowance for the drain cleaner now
owned by the Town and used by said Highway Department and to be
applied towards the cost of said VACALL drain cleaner. The plan
of financin9 includes the application of such monies to be
received as the trade-in allowance on the drain cleaner currently
owned by the Town to pay a portion of the cost thereof, the
issuance of $160,000 serial bonds of the Town to finance the
balance of said appropriation, and the levy and collection of
taxes on all the taxable real property in the Town to pay the
principal of said bonds and the interest thereon as the same
shall become due and payable.
Section 2. Serial bonds of the Town in the principal
amount of $160,000 are hereby authorized to be issued pursuant to
the provisions of the Local Finance Law, constituting Chapter 33d
a of the Consolidated Laws of the State of New York (herein
called "Law"), to finance the balance of said appropriation.
Section 3. The followin9 additional matters are hereby
determined and declared:
(a) The period of probable usefulness applicable to the
specific object or purpose for which said serial bonds authorized
pursuant to this resolution are to be issued, within the
limitations of Section 11.00 a. 28. of the Law, is fifteen (15)
years; however, the bonds authorized pursuant to this resolution,
and any bond anticipation notes issued in anticipation of the
sale of said bonds, shall mature no later than five (5) years
from the date of original issuance of said bonds or notes.
(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 proposed maturity of the bonds authorized by
this resolution will not exceed five (5) years.
Section 4. Each of the bonds authorized by this
resolution and any bond anticipation notes issued in anticipation
of the sale of said bonds shall contain the recital of validity ~
as prescribed by Section 52.00 of the Law and said bonds and any
notes issued in anticipation of said bonds shall be general
obligations of the Town, payable as to both principal and
interest by general tax upon all the taxable real property within
the Town without limitation of 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 made annually in the budget of the Town by
appropriation for (a) the amortization and redemption of the
bonds and any notes 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 with
substantially level or declining annual debt service, Section
30.00 relative to the authorization of the issuance of bond
anticipation notes and of 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
the terms, form and contents and as to the sale and issuance of
the bonds herein authorized, and any 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 the sale 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. This bond resolution shall take effect
immediately, and the Town Clerk is hereby authorized and directed
to publish the foregoing resolution, in full, together with a
Notice attached in substantially the form prescribed by Section
81.00 of the Law in "THE SUFFOLK TIMES," a newspaper published in
Mattituck, New York, having a general circulation in the Town and
hereby designated the official newspaper of said Town for such
publication.
The adoption of the foregoing resolution was seconded by
Justice Evans and duly put to a vote on roll call,
which resulted as follows:
AYES:
Supervisor Cochran, Councilwoman Hussie, Councilman
Townsend, Councilwoman Oliva, Justice Evans, Council-
man Moore.
NOES: None.
The resolution was declared adopted.
CERT__IFICATE
I, JUDITH T. TERRY, Town Clerk of the Town of Southold,
in the County of Suffolk, State of New York, HEREBY CERTIFY that
the foregoing annexed extract from the minutes of a meeting of
the Town Board of said Town of Southold duly called and held on
February 4, 1997, 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 z
Town of Southold this 4th day of
February, 1997.
(SEAL)
Town Clerk
15~.1 001098
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $309,000 BOND ANTICIPATION
NOTE FOR PAYLOADER, TRUCK TRACTOR AND VACALL DRAIN
CLEANER-1997 OF THE TOWN OF SOUTHOLD, NEW YORK.
I, JEAN W. COCHRAN, Supervisor of the Town of Southold,
New York (herein called the "Town"), HEREBY CERTIFY that pursuant
to the powers and duties delegated to me as the chief fiscal
officer of the Town, by the Town Board of the Town, pursuant to
the bond resolutions duly adopted and as referred to in
paragraphs 1 and 2 hereof, and subject to the limitations
prescribed in said bond resolutions, I have made the following
determinations:
1. A bond anticipation note of the Town in the
principal amount of $153,000 shall be issued to renew, in part, a
$204,000 bond anticipation note dated May 16, 1996, maturing May
16, 1997, and heretofore issued in anticipation of the sale of
serial bonds authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New
York, adopted November 1, 1994, authorizing the
acquisition of machinery and apparatus for lease
to and use by the Southold Solid Waste Management
District, stating the estimated maximum cost
thereof is $335,000, appropriating said amount
therefor, including the amount of $30,000 to be
received as an allowance on the trade-in of
machinery and apparatus currently owned by the
Town to be applied towards the cost thereof, and
authorizing the issuance of $305,000 serial bonds
of said Town to finance said appropriation
duly adopted by the Town Board on the date therein referred to,
and the Certificate of Determination executed by the Supervisor
on May 16, 1996, the redemption of said $204,000 bond
anticipation having been heretofore provided to the extent of
$51,000 from a source other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the
principal amount of $156,000 shall be issued in anticipation of
the sale of serial bonds authorized pursuant to the bond
resolution entitled:
"Bond Resolution of the Town of Southold, New
York, adopted February 4, 1997, authorizing the
acquisition of a Vacall drain cleaner for use by
the Town Highway Department; stating the estimated
maximum cost thereof is $175,000; appropriating
170069.1 015558 CERT
said amount therefor, including the amount of
$15,000 to be received as the trade-in allowance
on the drain cleaner now owned by the Town and
applied towards the cost of such vacall drain
cleaner, and authorizing the issuance of $160,000
serial bonds of said Town to finance the balance
of said appropriation,"
duly adopted by the Town Board on the date therein referred to.
3. Said $153,000 note and said $156,000 note shall be
combined for the purpose of sale into a single note issue in the
aggregate principal amount of $309,000 (hereinafter referred to
as the "Note").
e
as follows:
The terms, form and details of said Note shall be
Amount and Title:
$309,000 Bond Anticipation Note for
Payloader, Truck Tractor and Vacall
Drain Cleaner-1997
Dated: May 16, 1997
Matures: May 15, 1998
Number and
Denomination: No. 2R-l, at $309,000
Interest Rate
per annum:
4.03%
Form of Note:
Substantially in accordance with
form prescribed by Schedule B, 2 of
the Local Finance Law of the State
of New York.
5. The amount of bond anticipation notes originally
issued in anticipation of the issuance of serial bonds authorized
pursuant to the resolutions referred to in paragraphs 1 and 2
hereof, including the Note, is (1) $255,000 and (2) $156,000,
respectively, and the amount of bond anticipation notes which
will be outstanding after the issuance of the Note, including
said Note, will be (1) $153,000 and (2) $156,000, respectively.
6. The serial bonds authorized pursuant to the
resolutions referred to in paragraphs 1 and 2 hereof are for
improvements which are non-assessable.
7. Pursuant to said powers and duties delegated to
me, I DO HEREBY AWARD AND SELL said Note to The North Fork Bank &
Trust Company, Southold, New York, for the purchase price of
170069.1 015558 CERT
$309,000, 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 The North Fork Bank & Trust Company, Southold, New York, and
shall bear interest at the rate of four and three hundredths per
centum (4.03%) per annum, payable at maturity.
8. 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.
IN WITNESS WHEREOF, I have hereunto set my hand this
16th day of May, 1997.
170069.1 015558 CERT
CLERK'S CERTIFICATE
I, JUDITH T. TERRY, Town Clerk of the Town of Southold,
in the County of Suffolk, New York, HEREBY CERTIFY that I have
compared the foregoing copy of the Certificate of Determination
executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Town
Clerk on the 16th day of May, 1997; and
I FURTHER CERTIFY that no resolution electing to
reassume any of the powers or duties mentioned in said
Certificate and delegated to the Supervisor by the resolutions
cited in said Certificate has been adopted by the Town Board of
the Town.
IN WITNESS WHEREOF,
I have hereunto set my hand and
affixed the corporate seal of said
Town this 16th day of May, 1997.
(SEAL)
Town Clerk
170069.1 015558 C~RT
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, JEAN W. COCHRAN, Supervisor of the Town of Southold
(the "Issuer"), in the County of Suffolk, State of New York,
HEREBY CERTIFY with respect to the Issuer's $309,000 Bond
Anticipation Note for Payloader, Truck Tractor and Vacall Drain
Cleaner-1997 (the "Note") dated and issued on May 16, 1997, as
follows:
Unless the context clearly requires otherwise, all
capitalized terms not otherwise defined herein shall have the
meanings set forth below or in the Resolutions, the Code or the
Regulations (each as defined below):
ARTICLE I
General
1.1. Authority of Signatory. I am an officer of the
Issuer charged with the responsibility for the execution,
delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. purpose of certificate. This certificate is made
for the purpose of establishing evidence of the expectations of
the Issuer as of the date hereof as to future events regarding
the amount and use of proceeds of the Note. It is intended and
may be relied upon for purposes of Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended (the "Code"), and as a
certification described in Section 1.148-2(b) (2) of the Treasury
Regulations (the "Regulations"). This certificate is executed
and delivered as part of the record of proceedings in connection
with the issuance of the Note. The provisions of this
certificate constitute a contractual obligation of the Issuer in
consideration for the purchase of and payment for the Note by the
purchaser(s) thereof.
1.3. Reasonable Expectations. This certificate sets
forth the facts, estimates and circumstances now in existence
which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would
cause the Note to be an arbitrage bond under Section 148 of the
Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation
is reasonable and there are no other facts, estimates or
circumstances that would materially change that expectation.
1.4. Composite Issue. No other governmental
obligations have been sold fewer than 15 days prior to, or will
be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which are expected to be
paid from substantially the same source of funds as the Note.
170069.1 015558 CERT
1.5 No Federal Guarantee. The Issuer represents and
covenants that, except for the gross proceeds of the Note which
are: (a) invested during the temporary period referred to in
Article III, (b) held in any refunding escrow or (c) invested in
obligations of the United 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 (herein
"federally guaranteed"); and
(ii)
No portion of the gross proceeds of the Note in
excess of five percent of such gross proceeds is
or will be (A) used in making loans the payment of
principal or interest with respect to which is to
be federally guaranteed, or (B) invested directly
or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able
to and will comply with all the procedures and provisions set
forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to
assure that interest paid on the Note shall be excluded from
gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide
such other information as may be required to assure the exclusion
from gross income of interest on the Note for federal income
taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the
proceeds of the Note are being invested in investments not
acquired to carry out the governmental purposes of the issue at a
guaranteed yield and having a term of 4 years or more.
1.9 IRS Information Reporting. The Issuer will make a
timely filing of the appropriate IRS Form 8038-G or 8038-GC.
170~69.1 015558 CERT
ARTICLE II
Use of Pro~ect 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 two bond resolutions adopted by the Town Board on
their respective dates (the "Resolutions"), as referred to in the
Certificate of Determination executed by the Supervisor on May
16, 1997 (the "Certificate").
(b) For purposes of this Article II the term
"proceeds" means the net amount (after payment of all costs and
expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. PurPose of Issue. The Note is being issued to
provide funds for the acquisition of machinery and apparatus for
lease to and use by the Southold Solid Waste Management District
and the acquisition of a vacall drain cleaner for use by the Town
Highway Department (collectively, "the Project"), as further
described in the Resolutions.
2.3. Use of Proceeds. A portion of the proceeds of
sale of the Notes in the amount of $153,000 (the "Current
Refunding Note") will be used, together with other available
funds in the amount of $51,000, to redeem a prior issue of bond
anticipation notes which mature on May 16, 1997, in the principal
amount of $204,000 (the "Prior Issue"), heretofore issued to
finance the Project. The balance of the proceeds of sale of the
Notes in the amount of $156,000 (the "New Money Note") will be
used to provide original funds for the Project as further
described in the Resolutions.
2.4. Ownership/Lease/Sale. The Project will be owned
by the Issuer or another state or local governmental unit and
will not be leased to any person who is not a state or local
governmental unit. It will not (except to the extent that any of
the projects financed involve grants) be sold or otherwise
disposed of, in whole or in part, except for incidental sales of
surplus items the proceeds of which will not constitute net
operating profits or net capital profits to the Issuer, prior to
the maturity date of the Notes.
2.5. 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
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of
the Notes used directly or indirectly in a trade or business
carried on by a person other than a state or local governmental
170069.1 015558 CERT
unit ("Private Use"), will not exceed 10% of such proceeds in the
event that more than 10% of the principal or 10% of the interest
due on the Notes during the term thereof is, under the terms of
the Notes or any underlying arrangement, directly or indirectly,
secured by any interest in property used or to be used for a
Private Use or in payments in respect,of property used or to be
used for a Private Use or is to be derived from payments, whether
or not to the Issuer, in respect of property or borrowed money
used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more
than 5% of the proceeds of the Notes will be used directly or
indirectly in the trade or business of a person other than a
governmental unit that is unrelated or related and
disproportionate to the governmental use of the property being
financed, including any private loan financing described in
Section 2.5 which meets this test. For purposes of this
Arbitrage and Use of Proceeds Certificate, proceeds of the Notes
are allocable to an unrelated Private Use if such use is neither
directly nor operationally related to a governmental use and
proceeds of the Notes are allocable to a disproportionate related
Private Use to the extent that the proceeds of the Notes which
are to be used to finance property used by a nongovernmental
person in a trade or business which is related to the
governmental use of the property referred to in Section 2.6
above, exceeds the proceeds of the Notes which are to be used for
the governmental use to which such Private Use relates.
2.8. Other Private Uses Defined. For purposes of
Sections 2.6 and 2.7, a Private Use consists of any contract or
other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts,
or put or pay contracts, which provides for a use of the Project
by a person or persons who are not State or local governments on
a basis different than the general public. Any management, or
operations contract or agreement which provides for
nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the
provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each
annual period based on a periodic fixed fee, a capitation
fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five years; (ii)
the issuer may terminate the contract, without penalty, at
the end of any three year period, and (iii) at least 50% of
the compensation paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified
(other than pursuant to a renewal option) after March 15,
1993, which provide compensation based on a per unit fee or
a combination per unit and periodic fixed fee, (i) the
170069.1 015558 CERT
contract has a term (including renewal options) not
exceeding three years; (ii) the issuer may terminate such
contract (without penalty) at the end of the second year of
the term, and (iii) the amount of the per unit fee is
specified in the contract or otherwise limited by the
qualified user or a third party;
(c) for contracts entered into or materially modified
(other than pursuant to a renewal option) after March 15,
1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal
options) not exceeding two years, (ii) the issuer may
terminate the contract (without penalty) at the end of the
first year, and (iii) the service provider primarily
provides services to third parties or the contract involves
a facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i)
"capitation fee" means a fixed periodic amount
paid under a management contract or agreement for
each person for whom the service provider assumes
the responsibility to provide all needed services
for a specified period, provided the quantity and
type of services actually provided vary
substantially;
(ii)
"periodic fixed fee" means a stated dollar amount
for services rendered during a specified period of
time (i.e. SXX per month) which amount may
automatically increase according to a specified,
objective, external standard; and
(iii)
"per unit fee" means a stated dollar amount for
each unit of service provided (i.e. SXX per
medical procedure).
2.9. Pooled Loan Financinqs. To the extent the amount
of proceeds of the Notes to be used to make loans to any
borrowers (including loans referred to in Section 2.5 above and
loans to state or local governmental units) exceeds $5,000,000,
at least 95% of the net proceeds of the issue (as defined in
Section 150 of the Code but without including proceeds used to
finance costs of issuance or capitalized interest) that are to be
used to make loans, will have been used within 3 years of the
date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the
reasonably expected legal and underwriting costs associated with
issuance will be paid within 180 days of the date hereof.
2.10. OutPut Facilities. No more than 5% of the
proceeds of the Notes are to be used with respect to any output
170069,1 015558 CERT
facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the
Notes are to be used (directly or indirectly) for the acquisition
of a nongovernmental output facility.
ARTICLE III
Arbitraqe/Rebate Sxemption
3.1. Temporary Period-Refunding. With respect to the
proceeds of the sale of the Current Refunding Note representing
proceeds allocable to the Prior Issue:
(a) Ail of the proceeds of the Prior Issue have been
expended, or any such proceeds which have not been expended
as of the date hereof, shall become transferred proceeds of
this issue. Such transferred proceeds may be invested
without restriction as to yield until three years after the
date of original issuance of the Prior Issue. If any
transferred proceeds remain une×pended after three years
after the date of original issuance of the Prior Issue, such
proceeds will be invested at a yield not in excess of the
yield on the Notes.
(b) The proceeds of the Notes will be used to refund
the Prior Issue within 90 days of the date hereof, and may
be invested during such time without restriction as to
yield.
3.2. Temporary Period-New Money. With respect to the
New Money Note:
(a) The Issuer has entered into or will enter into
within six months from the date of this certificate, binding
commitment(s) for the acquisition, construction or
accomplishment of the Project cited in Section 2.2 hereof,
and the amount of such commitment(s) with respect to such
Project will or do exceed the amount equal to 5% of
$156,000, being the aggregate amount of obligations
currently issued for such Project.
(b) Such Project has been completed, or, if such
Project has not been completed, work on the acquisition,
construction or accomplishment of such Project will proceed
or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent
of the net sale proceeds of such New Money Note will be
expended within three years from the date of this
Certificate. No more than 50 percent of the proceeds of the
Notes will be invested in nonpurpose investments with a term
of four years or more.
170069.1 015558 CERT
3.3.
Money Note was
Section 148 of
Rebate. (a) Neither the Prior Issue nor the New
or is subject to the rebate requirement imposed by
the Code because, with respect to each:
(i) the Issuer was or is a governmental unit with
general taxing powers;
(ii)
the Prior Issue/New Money Note did not or does not
constitute a "private activity bond" as that term
is defined in Section 141 of the Code;
(iii)
ninety-five percent or more of the net proceeds of
the sale of the Prior Issue/New Money Note was or
is to be used for local governmental activities of
the Issuer; and
(iv)
the Issuer (including all agencies,
instrumentalities and political subdivisions of
the Issuer) reasonably expected or expects that
the aggregate face amount of all tax-exempt bonds
issued by the Issuer during the calendar year in
which the Prior Issue was issued and the current
calendar year would not or will not exceed
$5,000,000. For purposes of such determination,
no tax-exempt obligation was or shall be taken
into account if it was or is a current refunding
obligation issued in the calendar year in which
the Prior Issue/New Money Note (as applicable) was
or is being issued which does not exceed the
outstanding (redeemed) principal amount of the
obligation to be refunded.
(b) The Current Refunding Note is not subject to the
rebate requirement imposed by Section 148 of the Code because all
of the Gross Proceeds of such Current Refunding Note will be
expended to pay the Prior Issue within 90 days of the date hereof
and will, therefore, qualify for the six-month expenditure
exception to rebate.
3.4. No Excess Proceeds. The total proceeds of sale
of all bond anticipation notes issued to date for the Project do
not exceed the total cost of the Project.
3.5. Source of ReDavment Funds. The Notes will be
paid from taxes and the proceeds of other obligations of the
Issuer issued to fund the Notes.
3.6. 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
170069.1 015558 CERT
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 will not exceed the greater of the
earnings on such fund for the immediately preceding year or one-
twelfth of the debt service on the Notes.
3.7. $~$nq 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.
ARTICLE IV
Bank Qualification
4.1. Desianation. The Notes are hereby designated as
"qualified tax-exempt obligations" pursuant to the provisions of
Section 265 of the Code.
(a) In making such designation it has been determined
with respect to the Current Refunding Note that:
(i) the Notes currently refund the Prior Issue;
(ii) the Prior Issue was designated as a "qualified
tax-exempt obligation";
(iii) the aggregate face amount of the Notes does not
exceed $10,000,000;
(iv) the Prior Issue had a weighted average maturity of
3 years or less;
(v)
the maturity date of the Notes, as measured from
the original date of issuance of the notes issued
pursuant to the Ordinance, in renewal of which
such Notes are being issued, does not exceed 30
years; and
(vi)
not more than $10,000,000 of obligations issued by
the Issuer during the calendar year in which the
Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined
with respect to the New Money Note that:
(i) the Issuer does not reasonably anticipate that the
amount of "qualified tax-exempt obligations" to be
170069.1 015558 CERT
issued by the Issuer during the current calendar
year will exceed $10,000,000; and
(ii)
the amount of "qualified tax-exempt obligations"
issued by the Issuer during the current calendar
year does not as of this date, and including this
issue, exceed $10,000,000.
IN WITNESS WHEREOF,
I have hereunto set my hand and
affixed the corporate seal of the
Town of Southold this 16th day of
May, 1997.
Supervisor
170G69.1 01555~ CERT
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
JUDITH T. TERRY, being duly sworn upon her oath deposes
and says:
1. I am the duly appointed, qualified and acting Town
Clerk of the Town of Southold, in the County of Suffolk, New York
(herein and in Schedule A 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 16th day of May, 1997 to the
financial institution indicated in such Certificate, I have made
a careful inquiry of each officer and employee of the Town having
the power or duty to (a) negotiate, prepare, authorize or approve
the contract or authorize or approve payment thereunder, (b)
audit bills or claims under the contract or (c) appoint an
officer or employee who has any of the powers or duties set forth
above, as to whether or not such officer or employee has an
interest (as defined pursuant to Article 18 of the General
Municipal Law) in such contract;
3. That upon information and belief, as a result of
such inquiry, no such officer or employee has any such interest
in said contract, unless otherwise noted in Schedule A annexed
hereto and by this reference made a part hereof.
'Town ~lerk- /
Subscribed and sworn to before me
this 16th day of May, 1997.
No~tary Pu61ic, S~ate of New York
170069.1 015558 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 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.
170069.1 015555 C~RT
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 May 16, 1997, we officially signed and properly
executed by manual signatures the $309,000 Bond Anticipation Note
for Payloader, Truck Tractor and Vacall Drain Cleaner-1997 (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 offices indicated by the respective titles set
opposite our signatures hereto for terms expiring on the dates
set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is
now pending or threatened restraining or enjoining the issuance
or delivery of said Note or the levy or collection of any taxes
to pay the interest on or principal of said Note, or in any
manner questioning the authority or proceedings for the issuance
of said Note or for the levy or collection of said taxes, or
relating to said Note or affecting the validity thereof or the
levy or collection of said taxes, that neither the corporate
existence or boundaries of the Town nor the title of any of the
present officers thereof to their respective offices is being
contested, and that no authority or proceedings for the issuance
of said Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed
upon this certificate has been affixed, impressed, imprinted or
otherwise reproduced upon said Note and is the legally adopted,
proper and only official corporate seal of the Town.
And, I, JEAN W. COCHRAN, Supervisor, HEREBY FURTHER
CERTIFY that on May 16, 1997, I delivered or caused the delivery
of said Note to The North Fork Bank & Trust Company, Southold,
New York, the purchaser thereof, and that at the time of such
170069.1 015558 CERT
delivery of said Note, I received from said purchaser the amount
hereinbelow stated, in full payment for said Note, computed as
follows:
Price .......
Interest on ~i~'~'~'~'~
date of such delivery .............
Amount Received .....................
$309,000
$309,000
(SEAL)
IN WITNESS WHEREOF, we have hereunto set our hands and
said corporate seal has hereunto been affixed this 16th day of
May, 1997.
Signature
Term of Office
Expires
December 31, 1997
Title
Supervisor
/~~.'~. · .~Decem bet 31, 1997
Town Clerk
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.
/ (S~ghature~' (Title) (Name of Bank)
170069.1 015558 CERT
ATTORNEY'S CERTIFICATE
I, LAURY L. DOWD, 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 to bearer
and otherwise described as set forth in Schedule A annexed hereto
and by this reference made a part hereof or the levy or
collection of any taxes to pay the interest on or principal of
said Note, or in any manner questioning the authority or
proceedings for the issuance of said Note or for the levy or
collection of said taxes, or relating to said Note or affecting
the validity thereof or the levy or collection of said taxes,
that neither the corporate existence or boundaries of the Town
nor the title of any of the present officers thereof to their
respective offices is being contested, and that no authority or
proceedings for the issuance of said Note has or have been
repealed, revoked or rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand this
16th day of May, 1997.
- ~_~Attorney
17~069.1 015558 CERT
SCHEDULE A
Amount and Title:
Dated:
Mature:
Number and
Denomination:
Interest Rate
per annum:
$309,000 Bond Anticipation Note for
Payloader, Truck Tractor and Vacall Drain
Cleaner-1997
May 16, 1997
May 15, 1998
No. 2R-l, at $309,000
4.03%
170069.1 015558 C~RT