HomeMy WebLinkAboutFI Ferry Dist-Ferry Terminal c~~z~uy~ ~e~z~~~ ~%/ii~~~
ONE CHASE MAN HATfAN PLAZA
NEW YORK, NY 10005
WWW.HAWKINS.COM ,Inne 5, 2009
The Town Board of the
Town of Southold, in the
County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the authorization, sale and
issuance of the $850,000 Bond Anticipation Note for Fishers Island Ferry District-2009 (the
"Note") of the Town of Southold (the "Town"), in the County of Suffolk, a municipal
corporation of the State of New York. The Note is dated June 5, 2009, matures June 4. 2010, is a
single note in the denomination of $850,000, is numbered 6R-I, bears interest at the rate of
1.73% per annum, 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 July 31, 2001 and amended on October 21, 2003, authorizing the issuance of
$4,800,000 serial bonds for the increase and improvement of facilities of the Fishers Island F'eny
District and the Certificate of Determination executed by the Supervisor on June 5, 2009.
Said Bond Anticipation Note is a temporary obligation issued in anticipation of
the sale of permanent serial bonds.
The Note is issued only in fully registered form, in the name of Cede & Co, as
Noteowner and nominee for The Depository Trust Company, an automated depository for
securities and clearing house for securities transactions. Purchases of ownership interests in the
Note will be made in book-entry form, in denominations of $5,000 or any integral multiple
thereof.
In our opinion, the Note is a valid and legally binding general obligation of the Town
for which the Town has validly pledged its faith and credit and, unless paid from other sources, all
the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to
pay the Note and interest thereon without limitation of rate or amount. The enforceability of
rights or remedies with respect to the Note may be limited by bankruptcy, insolvency, or other
laws affecting creditors' rights or remedies heretofore or hereafter enacted.
The Internal Revenue Code of ] 986, as amended (the "Code"), establishes certain
requirements that must be met subsequent to the issuance and delivery of the Note in order that
interest on the Note be and remain excludable from gross income under Section 103 of the Code.
The Supervisor, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the
effect that the "town will comply with the provisions and procedures set forth therein and that it
wil] do and perform all acts and things necessary or desirable to assure that interest paid on the
Note is excludable from gross income under Section 103 of the Code. We have examined such
Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery
of the Note, and in our opinion, such certificate contains provisions and procedures under which
such requirements can be met.
In our opinion, under existing statutes and court decisions, (i) interest on the Note
is excluded from gross income for federal income tax purposes pursuant to Section 103 of the
Code, and (ii) interest on the Note is not treated as a preference item in calculating the alternative
minimum tax imposed on individuals and corporations under the Code and is not included in the
adjusted current earnings of corporations for purposes of calculating the alternative minimum
tax. In rendering the opinion in this paragraph, we have (i) relied on the representations,
certifications of fact, and statements of reasonable expectations made by the Village Treasurer in
the arbitrage and LJse of Proceeds Certificate and other documents delivered in connection with
the Note, and (ii) assumed compliance by the Village with certain provisions and procedures set
forth in the arbitrage and Use of Proceeds Certificate relating to compliance with applicable
requirements of the Code to assure the exclusion of interest on the Note from gross incornc tinder
Section 103 ofthe Code.
Further, in our opinion, under existing statutes, interest on the Note is exempt
from personal income taxes of New York State and its political subdivisions, including The City
of New York.
Except as stated above, we express no opinion regarding any other federal or state
tax consequences with respect to the Note. We render our opinion under existing statutes and
court decisions as of the issue date, and we assume no obligation to update our opinion after the
issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or
otherwise. We express no opinion on the effect of any action hereafter taken or not taken in
reliance upon an opinion of other counsel on the exclusion from gross income for federal income
tax purposes of interest on the Note, or on the exemption from state and local tax law of interest
on the Note.
Other than such record of proceedings, we have not been requested to exmnine or
review and have not examined or reviewed the accuracy or sufficiency of any additional
proceedings, reports, correspondence, financial statements or other documents, containing
financial or other information relative to the Town, which have been or may hereafter be
furnished or disclosed to purchasers of said Note and we express no opinion with respect to any
such financial or other information or the accuracy or sufficiency thereof.
We have examined the executed Note of said issue and, in our opinion, the form
of said Note and its execution are regular and proper.
This letter is issued as of the date hereof, and we assume no obligation to update,
revise or supplement this letter to retlect any action hereafter taken or not taken, or any facts or
circumstances, or changes in law or in interpretations thereof, that may hereafter occur, or for
any other reason.
Very truly yours,
~~o ~el~'~l~ ~~~P
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~r r; No. 6R-I $850,000 -
CUSIP NO. 844572 MKO I{)t~ I~
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,,:,.r,,. UNITED STATES OF AMERICA 4,
STATE OF NEW YORK ~
COUNTY OF SUFFOLK 1tr'-'~sr
"~~k TOWN OF SOUTHOLD ,
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BOND ANTICIPATION NOTE FOR FISHERS ISLAND FERRY DISTRICT-2009 i ({Irr
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o; The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby i
acknowledges itself indebted and for value received promises [o pay to CEDE & CO., as nominee of "fhe llepository "Crust ~t(t(~i:
Company, the registered owner, or registered assigns, the sum of EIGHT HUNDRED FIFTY THOUSAND DOLLARS
($850,000) on [he 4th day of June, 2010, together with interest thereon from the date hereof at [he rate of one and seventy-three
~ hundredths per cen[um (1.73%) per annum, payable at maturity. Both principal of and interest on this Note will be paid in ~ga
` ~ lawful money of the United States of America (Federal Funds), at the office of the Town Clerk, Town of Southold, 53095
Main Road, Southold, New York. -.z~
;
~
dga•!
" 3 . ^ Uuless this certificate is presented by an authorized representative of The Depository Trust Company to the t~` 'c
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issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &
" Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made i,'~_
!Tir to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ~ ~z=
` ,
~ This Note is the only Note of an authorized renewal issue, the principal amount of which is $850,000.
_ ',y~~ This No[e is issued pursuant to the provisions of [he Local Finance Law, constituting Chapter 33-a of the Consolidated t
, ,PS*;, Laws of the State of New York, the bond resolution adopted by the Town Board on July 31, 2001 and amended on October 2I, ` ;~I
.r~ 2003, authorizing the issuance of $4,800,000 serial hoods for the increase and improvement of the facilities of the Fishers Island e, I
~ ~~I Ferry District, in said Town, and the Certificate of Determination executed by the Supervisor on June 5, 2009.
I 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. 3g; I
lc, I~~' The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and
interest on this No[e according to its terms. It is hereby certified and recited [hat all conditions, acts and things required by the r
i
: ti? , Constitution and statutes of the Stale of New York to exist, to have happened and to have been performed precedent to and in the r
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. ~
_i
IN WITNESS WHEREOF, [he Town of Southold has caused this Note to be executed in its name by its Supervisor,
and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by ';5,'.
its Toren Clerk and this Nole to be dated as of the 5th day of June, 2009. ~g
w TOW ~ SOUTHOLD
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,L By ~.:hi~
Supervisor i,
ATTEST:
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Town Clerk
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THE DEPOSITORY TRUST COMPANY
55 >,Vater Street
New York, New York 10041 SUBJECT T~ C~IJNT
Attention: Underwriting Packaging Department AND EXAMINATION
Phone: (212)558-8520
Telecopy: (212) 344-1533
SAFEKEEPING AGREEMENT
Ref: (Description of issue, number of certificates, number of CUSIPs assigned to issue and $ value of securities)
Town of Southold, in the County of Suffolk, New York
$850,000 Bond Anticipation Note for Fishers Island Ferry District-2009, dated June 5, 2009 maturing June 4, 2010
CUSIP # 844572 MKO (ONE CERTIFICATE) $ VALUE $850,000
The Depository Trust Company (OTC) acknowledges receipt from Hawkins Delatield & Wood LLP (the trustee, transfer agent, underwriter
or other agent of the issuer, hereafter referred to as the "Agent") of possession, custody and control of the above securities for safekeeping.
DTC is authorized to hold these securities in safekeeping until DTC is instmcted by telephone or in writing by one of the below designated
representatives of the Agent either to: (1) deliver the securities by book-entry to the DTC account of the lead underwriter (or to the DTC
account of its clearing agent) or (2) return the said securities to the Agent.
In the event DTC is instmcted to return said securities, DTC shall return the securities to the Agent as soon as practicable,
but, in any event, no later than the DTC business day following the day such instmction is received.
DTC shall hold the Agent, its officers and employees, harmless from any liability, loss, damage, and reasonable expense of
any kind in connection with any loss, damage, theft or destmction of any kind of said securities while they are in the possession, custody or
control of DTC, its officers or employees or in the event securities are released from the control of DTC without the specific approval of the
Agent pursuant to this Safekeeping Agreement.
THE AGENT The Depository~T~ru'~s~t Company
gy; - By: ~~~'/Zz,IP-nom
Title: Title: SUPERVISOR
Date: - Date: ~ - <19
Authorized Representative of Trustee/Agent
;.PRINT NAME ORGANIZATION ( )
" TELEPHONE NO.
PRINT NAME ORGANIZATION ( )
TELEPHONE NO.
PRINT NAME ORGANIZATION ( )
TELEPHONE NO
DTC accepts authorization of closings on the phone number listed below:
(212) 855-3752 (212) 855-3753
(212)855-3755 (212)855-3754
544066.7 019513 MSC
Pls. pay Township of Weehawken by 10 am Page 1 of 2
Brian Wallick
From: Huang, Jing Michelle [Jing.Huang@capitalone.com]
Sent: Friday, June 05, 2009 10:13 AM
To: Brian Wallick
Subject: FW: Priority Wire -Pls. pay Town of Southold by 10 am
Hi Brian,
Please see the Fed Ref below and give me a call when you are ready to close.
Thanks,
Michelle
From: Hopkins, Aundre
Sent: Friday, June 05, 2009 10:06 AM
To: Huang, Jing Michelle; Riede, Maria; Pouliot, Alison; Beard, Frank
Cc: Ponnuswamy, Ruth; Granderson, Diane; Morgan, Tomeka; Seeley, Kimberly
Subject: RE: Priority Wire -Pls. pay Town of Southold by 10 am
Hi Michelle,
Here is your reference number, 20090605B1Q84310000173. Please let us know if you need anything else.
Cheers,
Aundre Hopkins
Treasury Analyst Cash Management
fcl ?0 ;-7'p-I255(1l-: 4''_ I )
Cctl: 70'x-254-7(iU I
Fas: '03-""'0-2165
Aundre. Hopkins@capitalone.com
From: Huang, Jing Michelle
Sent: Friday, June 05, 2009 8:08 AM
To: Riede, Maria; Pouliot, Alison; Beard, Frank; Hopkins, Aundre
Cc: Ponnuswamy, Ruth; Granderson, Diane; Morgan, Tomeka; Seeley, Kimberly
Subject: Priority Wire -Pls. pay Town of Southold by 10 am
Importance: High
f i i BO,
Please pay before 10 am and kindly provide with Ref Number to close this trade.
Thanks,
Michelle
6/5/2009
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $850,000 BOND ANTICIPATION
NOTE FOR FISHERS ISLAND FERRY DISTRICT-2009 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 Boazd of the Town, pursuant to the bond resolution
duly adopted and amended and as referred to in pazagraph 1 hereof, and subject to the limitations
prescribed in said bond resolution, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $850,000
shall be issued to renew, in part, the bond anticipation note in the principal amount of $1,200,000
heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond
resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 31, 2001 and amended October 21, 2003, appropriating the
amount of $10,500,000, including the amounts of any grants that
may be received from the United States and the State of New York
for the increase and improvement of the facilities of the Fishers
Island Ferry District, in said Town and authorizing the issuance of
serial bonds of said Town in the principal amount of not to exceed
$4,800,000 to finance that portion of said appropriation for which
such grants aze not available,"
duly adopted and amended by the Town Board on the dates therein referred to, and the
Certificate of Determination executed by the Supervisor on June 6, 2008, the redemption of said
$1,200,000 note having been provided to the extent oF$350,000 from a source other than the
proceeds of serial bonds.
2. The terms, form and details of said Note shall be as follows:
Amount and Title: $850,000 Bond Anticipation Note For Fishers Island
Ferry District-2009
Dated: June 5, 2009
Matures: June 4, 2010
Number and
Denomination: Number 6R-1, at $850,000
Interest Rate
per annum: 1.73%
563290.1 019513 CERT
The place of payment of principal and interest shall be the office of the Town
Clerk, Town of Southold, 53095 Main Road, Southold, New York, and the form of the Note
shall be substantially in accordance with the Form prescribed by Schedule B,2 of the Local
Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York,
provided that the Note when issued will be (i) registered in the name of Cede & Co. as nominee
of The Depository Trust Company, New York, New York, ("DTC") and (ii) deposited with DTC
to be held in trust until maturity. Purchases of ownership interests in the Note will be in book-
entry form in denominations of $5,000 or any integral multiple thereof. Beneficial owners of the
Note will not receive certificates representing their interests in the Note. Unless the Town
determines otherwise, transfers or exchanges of ownership interests in the Note may be
accomplished via book-entry transactions only, as recorded through the book-entry system
established and maintained by DTC or a successor depository.
3. The amount of bond anticipation notes and serial bonds originally issued
pursuant to the bond resolution referred to in paragraph 1, hereof, is $4,800,000. The amount of
bond anticipation notes which will be outstanding after the issuance of the Note, including said
Note, will be $850,000.
4. The serial bonds authorized pursuant to the resolution referred to in
paragraph 1, hereof, are for improvements which are assessable.
5. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Capital One, N.A., McLean, Virginia, for the purchase
price of $850,000, 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 to bearer as to both
principal and interest at Capital One, N.A., McLean, Virginia, and shall bear interest at the rate
of one and seventy-three hundredths per centum (1.73%) per annum, payable at maturity.
6. The Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed 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 5th day of June,
2009.
Supervisor
563290.1 019513 CEAT
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 my office as Town Clerk on or before the 5th day
of June, 2009, 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 and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 5th day of June,
2009.
(SEAL) ~
Town Clerk
563290.1 0195!3 CERT
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A 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 June, 2009, 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, prepaze, 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. )
~ ~y~^
Town Clerk
Subscr~ed and sworn to before me
this J d y of
J( ut~
2~~
/ l'---
Notary Public, State of New York
JOHN A CUSMMAN
Notary VuWk, Stet! of New York
No. OSCU6174322
QwlHkd In SuR01k Cmyatyl7, 20 /
Comm~asla+ Expltaa Septa /
563290.1 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
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.
563290.1 019513 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 (herein referred to as the "Town") HEREBY
CERTIFY that on or before June 5, 2009, we officially signed and properly executed by manual
signatures the $850,000 Bond Anticipation Note for Fishers Island Ferry District-2009 (the
"Note") of the Town, payable to Cede & Co., as nominee of The Depository Trust Company
("DTC") 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 the 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 the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the 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 the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
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 June
5, 2009, I delivered or caused the delivery of the Note to Capital One, N.A., McLean, Virginia,
the purchaser thereof, and that at the time of such delivery of said Note, the Town received from
said purchaser the amount hereinbelow stated, in full payment for said Note, computed as
follows:
Price .........................................................................................$850,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received .....................................................................$850,000.00
563290.1 019513 CERT
(SEAL)
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 5th day of June, 2009.
Sin •e Term of Office Expires Title
tq? December 31, 2011 Supervisor
December 31, 2009 Town Clerk
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, aze true and genuine and that I know said officers and know them to
hold the respective offices set opposite their signatures.
(Signa ) (T-itle) ~ (Name of Bank)
563290.1 019513 CERT
ATTORNEY'S CERTIFICATE
I, Martin D. Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at
law of the State of 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 (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
Cede & Co., as nominee of The Depository Trust Company ("DTC") 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 the Note, or in any manner
questioning the authority or proceedings for the issuance of the Note or for the levy or collection
of said taxes, or relating to the 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 the Note has or have been repealed, revoked or rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of June,
2009.
own Attorney
563290.1 019513 CERT
SCHEDULE A
Amount and Title: $850,000 Bond Anticipation Note for Fishers Island Ferry District-2009
Dated: Tune 5, 2009
Matures: June 4, 2010
Number: 6R-1
Interest Rate
per annum: 1.73%
563290.1 019513 CERT
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $850,000 Bond Anticipation Note for Fishers Island Ferry District-2009
(herein referred to as the "Note" or "Notes"), dated and issued on June 5, 2009, as follows:
Unless the context cleazly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authority of Si ng atory. I am an officer of the Issuer charged with the
responsibility for the execution, delivery, and issuance of the Notes and am acting for and on
behalf of the Issuer in signing this Arbitrage and Use of Proceeds Certificate (the "Certificate").
1.2 Description of Notes. The Issuer represents that the Notes are sold at the
aggregate Issue Price and are further described as set forth in the Certificate of Determination of
the Issuer and on the cover of the Official Statement.
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 Notes. 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 Notes. The provisions of this
Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of
and payment for the Notes by the purchaser(s) thereof.
1.4. No Hedae Bonds. The Issuer reasonably expects that 85% of the
Spendable Proceeds of the Notes 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.
With respect to the Prior Issue, the Issuer reasonably expected as of the issue date
of the Prior Issue that 85% of the spendable proceeds of the Prior Issue would be expended for
governmental purposes within 3 years of such issue date, and, in addition, not more than 50% of
the proceeds of the Prior Issue were 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 Notes will not be used in a manner that would cause the Notes to be Arbitrage
563290.1 019513 CER"P
Bonds under Section 148 of the Code or Private Activity Bonds 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
the Notes, pursuant to the same plan of financing which are expected to be paid from
substantially the same source of funds as the Notes.
1.7. Registration. The Notes will be issued in registered form.
1.8. No Federal Guarantee. The Issuer represents and covenants that, except
for the gross proceeds of the Notes which are: (a) invested during the temporazy 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 21B(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 21B(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 Notes
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 Notes 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.
1.9. 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 Notes will be excluded from gross income of the owners of the Notes 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 Notes 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 Notes.
1.12. IRS Form 8038-G. The Issuer will file IRS Form 8038-G, included as part
of the record of proceedings for the issuance of the Notes, by the 15th day of the second month
after the calendar quarter in which the Notes are issued.
563290.1 019513 CERT
ARTICLE II
Use of Proiect 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 adopted by
the Town Boazd on July 31, 2001 and amended October 21, 2003 (the "Resolution"), as referred
to in the Certificate of Determination executed by the Supervisor on June 5, 2009.
(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 Notes net of
the amount used or to be used For the payment of all costs and expenses associated with issuing
the Notes, and excluding accrued interest.
2.2. Purnose of Issue. The Notes aze being issued for the increase and
improvement of the facilities of the Fishers Island Ferry District, in said Town (the "Project").
2.3. Use of Original Proceeds. The proceeds of sale of the Note in the amount
of $850,000 (the "Note"), along with $350,000 in funds available therefor, will be used to
redeem a bond anticipation note currently outstanding in the principal amount of $1,200,000 (the
"Prior Issue"), heretofore issued to finance the Project.
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 Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to be derived from payments, whether or not to the
Issuer, in respect of property or borrowed money used or to be used for a Private Use.
2.7. Umelated/Related Disproportionate Use. No more than 5% of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being financed, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note are allocable to an unrelated Private Use if such use is neither directly nor
563290.1 019513 CERT
operationally related to a governmental use and proceeds of the Note are allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which are to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the 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 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) afer 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. $XX per month)
563290) 019513 CERT
which amount may automatically increase according to a specified,
objective, external standard; and
(iii) "per unit fee" means a stated dollaz amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9. Pooled Loan Financings. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that are to be used to make loans, will have
been used within 3 years of the date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10. Output Facilities. No more than 5% of the proceeds of the Note aze to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1. Temporary Period-Refunding. With respect to the proceeds of the Note
allocable to the Prior Issue, such proceeds may be invested without restriction as to yield during
the three-year temporary period commencing on the date hereof, because:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred
proceeds of this issue. Such transferred proceeds may be invested without restriction as
to yield until three years after the date of original issuance of the Prior Issue. If any
transferred proceeds remain unexpended after three years after the date of original
issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the
yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to
yield.
3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement
imposed by Section 148 of the Code because at the time of original issuance of the first note or
notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note aze
issued:
(i) the Issuer was a governmental unit with general taxing powers;
563290.1 019513 CERT
(ii) the Prior Issue did 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 was used for local governmental activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected 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 would not exceed $5,000,000.
For purposes of such determination, no tax-exempt obligation was taken
into account if it was a current refunding obligation issued in the calendar
year in which the Prior Issue was being issued which does not exceed the
outstanding (redeemed) principal amount of the obligation to be refunded.
(b) The Note is not subject to the rebate requirement imposed by Section 148
of the Code because all of the proceeds of such 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.
3.3. No Excess Proceeds. The total proceeds of sale of all obligations issued to
date for the Project do not exceed the total cost of the Project.
3.4. Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.5. Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one year of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding year or one-twelfth of the debt service on the Bonds for the
immediately preceding year.
3.6. 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 Note.
ARTICLE IV
Bank Qualification
4.1. Designation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code. In making such designation it
has been determined that:
563290.1 019513 CERT
(a) the Note currently refunds the Prior Issue;
(b) the Prior Issue was designated as a "qualified tax-exempt obligation";
(c) the aggregate face amount of the Note does not exceed $30,000,000;
(d) the Prior Issue had a weighted average maturity of 3 years or less;
(e) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolution, in renewal of
which such Note is being issued, does not exceed 30 years; and
(f) not more than $30,000,000 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."
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the
5th day of June, 2009.
(SEAL) ~ Supervisor
563290.1 019513 CERT
'I. • : M` .f. .fly {i: Y y{.. n:. f~. M'
L1
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5; No. 9R-1 nn\ is
$715,000
~
UNITED STATES OF AMERICA ~ ` ~'i
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
VARIOUS PURPOSES BOND ANTICIPATION NOTE-2012
PRINCIPAL SUM: SEVEN HUNDRED FIFTEEN THOUSAND DOLLARS ($715,000)
INTEREST RATE: forty hundredths of one per centum (0.40%) per annum
DATE OF ISSUE: April 12, 2012
MATURITY DATE: April 11, 2013
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 Suffolk County National Bank, Riverhead, New York, ,
i ~t: the registered owner hereof the PRINCIPAL SOM (stated above) on the MATURITY DATE (stated above), together with =J1
' interest thereon from the DATE OF ISSUE (stated above) at the INTEREST RATE (stated above), payable at maturity. Both °'T, i,
principal of and interest on this Note will be paid in lawful money of the United States of America, at Suffolk County National
Bank, Riverhead, New York
Both principal of and interest on this Note shall be payable only to the registered owner, his legal representatives,
w' written transfer ~i
successors or Vansferees. This Note shall be transferable only upon presentation to such registered owner rth a
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 owner, or his legal ,
representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as ro its
a, genuineness by an officer of a bank or trnst company located and authorized to do business in this State. ,
` i,
This Note is the only Note of an authorized renewal issue, the principal amount of which is $715,000. ' i
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, three bond resolutions duly adopted by the Town Board on their respective dates, authorizing the
issuance of serial bonds for various u oses in and for the Town and the Certificate of Determination executed b the
Y
P rP =
Supervisor on April 12, 2012.
r~'
~ This No[e has been designated by the Town as a qualified [ax-exempt obligation pursuant to the provisions of i
Section 265 of the Internal Revenue Code of ] 986, 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 [o its terms. It is hereby certified and recited [hat 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 [o and in the
issuance of this Note, exist, have happened and have been performed, and [hat this Note, together with all other indebtedness of
- such Town, is within every debt and other limit prescribed by the Constitution of such State. ,
I ~
+ IN WITNESS WHEREOF, the Town of Southold has caused this Note to be signed by its Supervisor, and its 11"
4.: corporate seal (or a facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and attested by its
Town Clerk and this Note to be dated as of the DATE OF ISSUE.
ti. TO OFSOUTHOLD
- PAI
D
SEAL
( )
APR 1 1 2013 By
Supervisor
ATTEST: ThbSuffdk County Natiorlsi en1fl
gINERhIEAD, MEW YONK
-
Town Clerk
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SUFFOLK COUNTY
N P110NI1L 9PNIt
April 12, 2013
AP,R 2 ~ 2013
Town of Southold -Town Hall
John Cushman, Comptroller .
P.O. Box 1179
Southold, NY 11971
Re' Town of Southold-Various Purposes Bond 2012 Maturity
Dear Mr. Cushman:
Enclosed please find the following cancelled note(s), paid in full by Town of
Southold:
$ 715,000.00 Town of Southold
0.40% due 04/11/2013
If we can be of assistance in the future please let us know.
Sincerely,
~G%'r'""'7
Steven Karaman
Treasurer
:siw
Enclosure
c~~a~l~;rin/ ~~Cx~ ~%l~ea~~~
ONE CHASE MANHATTAN PLAZA RECEIVED
NEW YORK, NY 10005
WWW HAWKINS.COM April 11, 2013
APR 1 9 20}3
The Town Boazd of the
Town of Southold, in the Southold Town Clerk
County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the authorization, sale and
issuance of the $1,058,000 Various Purposes Bond Anticipation Note-2013 (the "Note") of the
Town of Southold (the "Town"), in the County of Suffolk, a municipal corporation of the State
of New York. The Note is dated April 11, 2013, matures April 10, 2014, is a single note in the
denomination of $1,058,000, is numbered 3R-l, beazs interest at the rate of 0.47% per annum,
payable at maturity, and is issued pursuant to the provisions of the Local Finance Law,
constituting Chapter 33-a of the Consolidated Laws of the State of New York, three bond
resolutions duly adopted and amended by the Town Boazd on their respective dates, authorizing
the issuance of serial bonds for vazious purposes in and for the Town and the Certificate of
Determination executed by the Supervisor on April 1 I, 2013.
The Note is a temporary obligation issued in anticipation of the sale of permanent
serial bonds.
The Note is issued in fully registered form, in the name of Cede & Co., as
Noteowner and nominee for The Depository Trust Company, an automated depository for
securities and clearing house for securities transactions. Purchases of ownership interests in the
Note will be made in book-entry form, in denominations of $5,000 or any integral multiple
thereof.
In our opinion, the Note is a valid and legally binding general obligation of the
Town for which the Town has validly pledged its faith and credit and, unless paid from other
sources, all the taxable real property within the Town is subject to the levy of ad valorem real
estate taxes to pay the Note and interest thereon, subject to certain statutory limitations imposed
by Chapter 97 of the Laws of 2011. The enforceability of rights or remedies with respect to such
Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or
remedies heretofore or hereafter enacted.
The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain
requirements that must be met subsequent to the issuance and delivery of the Note in order that
interest on the Note be and remain excludable from gross income under Section 103 of the Code.
The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has
certified to the effect that the Town will comply with the provisions and procedures set forth
therein and that it will do and perform all acts and things necessary or desirable to assure that
1254008.1 034513 CLD
interest paid on the Note is excludable from gross income under Section 103 of the Code. We
have examined the said Arbitrage and Use of Proceeds Certificate of the Town delivered
concun•ently with the delivery of the Note, and in our opinion, such certificate contains
provisions and procedures under which such requirements can be met.
In our opinion, under existing statutes and court decisions and assuming
continuing compliance with certain tax certifications described herein, (i) interest on the Note is
excluded from gross income for federal income tax purposes pursuant to Section 103 of the
Code, and (ii) interest on the Note is not treated as a preference item in calculating the alternative
minimum tax imposed on individuals and corporations under the Code; such interest, however, is
included in the adjusted current earnings of certain corporations for purposes of calculating the
alternative minimum tax imposed upon such corporations. In rendering the opinion in this
pazagraph, we have (i) relied on the representations, certifications of fact, and statements of
reasonable expectations made by the Town in the said Arbitrage and Use of Proceeds Certificate
and other documents delivered in connection with the Note, and (ii) assumed compliance by the
Town with certain provisions and procedures set forth in the said Arbitrage and Use of Proceeds
Certificate relating to compliance with applicable requirements of the Code to assure the
exclusion of interest on the Note from gross income under Section 103 of the Code.
Further, in our opinion, under existing statutes, interest on the Note is exempt
from personal income taxes of New York State and its political subdivisions, including The City
of New York.
Except as stated above, we express no opinion regarding any other federal or state
tax consequences with respect to the Note. We express no opinion on the effect of any action
hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from
gross income for federal income tax purposes of interest on the Note, or on the exemption from
state and local tax of interest on the Note.
We render our opinion under existing statutes and court decisions as of the issue
date, and we assume no obligation to update, revise or supplement our opinion to reflect any
action hereafter taken or not taken, or any facts or circumstances that may hereafter come to our
attention, or changes in law or interpretations thereof that may hereafter occur, or for any other
reason.
We give no assurances as to the adequacy, sufficiency or completeness of any
proceedings, reports, correspondence, financial statements or other documents, containing
financial or other information relative to the Town, which have been or may hereafter be
furnished or disclosed to purchasers of ownership interests in the Note.
We have examined the executed Note and, in our opinion, the form of said Note
and its execution are regular and proper.
Very truly yours,
~'t ~u~~ ~~ccP
1254008.1 034513 CLD
1 r
d
N
3.. ( 7
• t' ry' p
No. 3R-1 $1,058,000 -
CUSIP No. 844572 NJ2
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
VARIOUS PURPOSES BOND ANTICH'ATION NOTE-2013
PRINCII'AL SUM: ONE MILLION FIFTY-EIGHT THOUSAND DOLLARS ($1,058,000)
INTEREST RATE: forty-seven hundredths of one per centum (0.47%) per annum
DATE OF ISSUE: April 11, 2013
MATURITY DATE: April 10, 2014
The Town of Southold, in the Counry of Suffolk, a municipal corporation of the State of New York, hereby
acknowledges itself indebted and for value received promises to pay to CEDE & CO., as nominee of The Depository Tmst
Company, the registered owner, or registered assigns, the PRINCIPAL SUM (stated above) on the MATURITY DATE (stated "a
above), together with interest thereon from the DATE OF ISSUE (stated above) at the INTEREST RATE (stated above),
payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America
(Federal Funds), at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York
Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
This Note is the only Note of an authorized combined renewal issue, the aggregate principal amount of which is
$1,058,000.
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, three bond resolutions duly adopted and amended by the Town Board on their respective dates,
authorizing the issuance of serial bonds for various purposes in and for the Town, and the Certificate of Determination executed
by the Supervisor as of April 11, 2013.
a
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 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 end 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 of such State.
r.
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 affixed, impressed, imprinted or otherwise reproduced hereon and attested by its
Town Clerk and this Note to be dated as of the DATE OF ISSUE.
~A` TOWN OF SOUTHOLD
(SEAL) `v
r Supervisor
S~EG By
ATTEST:
Town Clerk
A
N
T O
L7
`AIR.-11'13~THU) 12:49 DTC FINANCE DEPT TEL:212 898 3486 P. 003
THE DEPOSITORY TRUST COMPANY
55 Water Street
New York, New York 10041 SUBJECT TO COUNT
Attention: Underwriting Packaging Depamnent AND EXAMINATION
Phone: (212) 558-8520
Telecopy: (212)344-1533
SAI+'EKEEPING AGREEMENT
Ref: (Description of Issue, number of certificates, number of CUSIPs assigned to issue and $ value of securities)
Town of Southold, in the County of Suffolk, New York
$1,058,000 Various Purposes Bond Anticipation Nota-2013 dated April I1 2013 maturing April 10 X014
CUS1P IY 844572 NJ2 (ONE CERT~ICATI;) S VALUE $ I OSS 000
The Depository Trust Company (DTC) acknowledges receipt from Flawkins Delafield & Wood LLP (the trustee, transfer agent, underwriter
or otLor agent of the issuer, hereafter referred [o as the "Agent") of possession, custody and control of the above securities for safekeeping.
DTC jis autharlzed to hold these secwlties in safekeeping untll DTC is instruc[ed by telephone or in writing by one of the below designated
representatives of the Agent either to: (1) deliver the securities by book-entry to the DTC account of the lead underwriter (or to fire DTC
account of its clearing agent) or (2) retum the said securities to the Agent.
Tn the oven[ DTC is instructed to remrn said securities, DTC shall return the securities to the Agent as soon as prac[icable,
but, in any event, no later than dte DTC business day following the day such insUUCdon is received.
DTC shall hold the Agent, irs officers end employees, harmless from any liability, loss, damage, and reasonable expense of
any kind in wnnection with any loss, damage, theft or destn:etion of any kind of said securities while they are in the possession, custody or
control of DTC, its officers or employees ar in the event securities aze released from the control of DTC withom the specific approval of the
Agrnt pursuant to this 3afekcapinr Agreement.
TNa~°eNx TbeDeposito TrustCompaoy,
Title: Title:
' / / V~
Date:, Date: Y///'rty// ,1//~
Authririzad ltepresantative of Trustee/Ageot
PRQJT NAME ORGAN17aTI0N ( i
7ELQPHONa NO,
PatNT NAME 0 GANIZA770N
7aLF,PtiONENn,
PRINT NAME ORGANIZATION ( )
ta18v11GN6 NO
DTC accepts authortratioo of cloainYs on the phone number listed below:
(212) 855-3752 (212) 8553753
(212)855-3755 (212)855-3754
[255335.1 034513 AGMT
Christine Cinquemani
From: Myren, Jeffrey [Jeffrey.Myren@capitalone.com]
Sent: Thursday, April 11, 2013 11:44 AM
To: Christine Cinquemani; John Cushman; Marschhauser, Richard
Cc: Chen, Minying; Cosker, Brian
Subject: Today's Muni Closing
John, Rich and Chris:
We were experiencing some trouble with our wire system earlier this morning but everything
should be up and running now. I just received confirmation the wire was sent. We are ready
to close.
Fed Ref 20130411FSQCZ800000777
I apologize for the delay.
Jeff Myren
Sr. Specialist
Treasury Finance & Analytics - Capital Markets Operations
703.720.3149 (land)
703.344.4046 (cell)
703.720.2165 (fax)
Jeffrev.MVren(~caoitalone.com
C1_Core_G_RGB
The information contained in this a-mail is confidential and/or
proprietary to Capital One and/or its affiliates. The information
transmitted herewith is intended only for use by the individual
or entity to which it is addressed. If the reader of this
i
message is not the intended recipient, you are hereby notified
that any review, retransmission, dissemination, distribution,
copying or other use of, or taking of any action in reliance upon
this information is strictly prohibited. If you have received
this communication in error, please contact the sender and delete
the material from your computer.
z
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF A $1,058,000 VARIOUS PURPOSES
BOND ANTICIPATION NOTE-2013 OF THE TOWN OF
SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
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 bond resolutions duly adopted and amended and as referred to in pazagraphs 1 to
3, inclusive, hereof, and subject to the limitations prescribed in said bond resolutions, I have
made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $450,000
shall be issued to renew, in part, the $550,000 bond anticipation note dated April 12, 2012,
maturing April 11, 2013, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted July
31, 2001 and amended October 21, 2003, appropriating the amount of
$10,500,000, including the amounts of any grants that may be received
from the United States and the State of New York for the increase and
improvement of the facilities of the Fishers Island Ferry District, in
said Town and authorizing the issuance of serial bonds of said Town in
the principal amount of not to exceed $4,800,000 to finance that
portion of said appropriation for which such grants are not available,"
duly adopted and amended by the Town Board on the dates therein referred to, and the
Certificate of Determination executed by the Supervisor on April 12, 2012, the redemption of
said $550,000 note having been provided to the extent of $100,000 from a source other than the
proceeds of serial bonds.
2. A bond anticipation note of the Town in the principal amount of $108,000
shall be issued to renew, in part, the $144,000 bond anticipation note dated April 12, 2012,
maturing April 11, 2013, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
August 10, 2010, authorizing the acquisition and installation of
equipment for the fuel management system, stating the estimated
maximum cost thereof is $230,000, appropriating said amount for
such purpose, and authorizing the issuance of $230,000 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 April 12, 2012, the redemption of said $144,000
1254008.1 034513 CLD
bond anticipation note having been heretofore provided to the extent of $36,000 from a source
other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $500,000
shall be issued in anticipation of the sale of the serial bonds authorized pursuant to the bond
resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
December 4, 2012, appropriating $861,000 for the increase and
improvement of facilities of the Fishers Island Ferry District,
including the expenditure of up to $361,000 in available funds of
the District to pay a part of said appropriation; and authorizing the
issuance of not to exceed $500,000 serial bonds of said Town to
finance the balance of said appropriation,"
duly adopted by the Town Board on the date therein referred to.
4. Said $450,000 note, said $108,000 note and said $500,000 note shall be
combined for purposes of sale into a single note issue in the aggregate principal amount of
$1,058,000 (hereinafter referred to as the "Note").
5. The terms, form and details of said Note shall be as follows:
Amount and Title: $1,058,000 Various Purposes Bond Anticipation Note-
2013
Dated: April 11, 2013
Matures: April 10, 2014
Number and
Denomination: Number 3R-1, at $1,058,000
Interest Rate
per annum: 0.47%
Place of payment of principal and interest shall be the office of the Town Clerk, Town of
Southold, 53095 Main Road, Southold, New York, and the form of note shall be substantially in
accordance with the form prescribed by Schedule B,2 of the Local Finance law, constituting
Chapter 33-a of the Consolidated Laws of the State of New York, provided that the Note when
issued will be (i) registered in the name of Cede & Co. as nominee of The Depository Trust
Company, New York, New York ("DTC") and (ii) deposited with DTC to be held in trust until
maturity. Purchases of ownership interests in the Note will be in book-entry form in
denominations of $5,000 or any integral multiple thereof. Beneficial owners of the Note will not
receive certificates representing their interests in the Note. Unless the Town determines
otherwise, transfers or exchanges of ownership interests in the Note may be accomplished via
1254008.1034513 CLD
book-entry transactions only, as recorded through the book-entry system established and
maintained by DTC or a successor depository.
6. The amount of bond anticipation notes and serial bonds originally issued
pursuant to the bond resolution referred to in pazagraphs 1 to 3, inclusive, hereof, is (I)
$4,800,000, (2) $180,000 and (3) $500,000. The amount of bond anticipation notes which will
be outstanding after the issuance of the Note, including said Note, will be (1) $450,000, (2)
$108,000 and (3) $500,000.
7. The serial bonds authorized pursuant to the resolutions referred to in
paragraphs 1 and 3, hereof, are for improvements which aze assessable. The serial bonds
authorized pursuant to the resolution referred to in pazagraph 2, hereof, aze for improvements
which aze non-assessable.
8. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Capital One Bank, N.A., McLean, Virginia, for the
purchase price of $1,058,000.00, plus accrued interest, if any, from the date of said Note to the
date of delivery thereof, and I FURTHER DETERMINE that said Note beaz interest at the rate of
forty-seven hundredths of one per centum (0.47%) per annum, payable at maturity.
9. 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, impressed, imprinted or
otherwise reproduced thereon and attested by the 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 as of the 11th day of
April, 2013.
Supervisor
1254008.1 034513 CLD
CLERK'S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Town Clerk on or before April 11,
2013, and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town as of the 11th day of
April, 2013. ~ jJ
(SEAL) `L.~ ~,1 U ~o oi~,F`~.
Town Clerk
1254008.1 034513 CLD
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK }
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called
the "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 April 11, 2013, to the financial
institution indicated in such Certificate, I have made a cazeful 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 tkte
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. ~n
Town Clerk
Subscribed and sworn to before me
this//'~"]jday of April, 2013.
~f~ L ~j~ e=~ly-
Notary Public, State of New York
JONN A CU$MMAN
Notary 9uMic, State of N!w York
No. OICU6174322
Qualified in SuHOIk County
Commission Expires September 27, 20~{
1254008.10345]3 CLD
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, prepazation 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 boazd of the Town. Such written disclosure has been
made a part of and set forth in the official record of proceedings of the Town.
1254D08.1 034513 CLD
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 (herein referred to as the "Town") HEREBY
CERTIFY that on or before April 11, 2013, we officially signed and properly executed by
manual signatures a $1,058,000 Various Purposes Bond Anticipation Note-2013 (the "Note") of
the Town, registered in the name of Cede & Co., as Noteowner and nominee of The Depository
Trust Company ("DTC") 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 aze the duly chosen, qualified and acting officers of the Town authorized to
execute said Note and holding the respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of said Note or the levy or collection
of any taxes to pay the interest on or principal of said Note, or in any manner questioning the
authority or proceedings for the issuance of said Note or for the levy or collection of said taxes,
or relating to said Note or affecting the validity thereof or the levy or collection of said taxes,
that neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of said Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
has been affixed, impressed, imprinted or otherwise reproduced upon said Note and is the legally
adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
April 11, 2013, I delivered or caused the delivery of said Note to The Depository Trust Company
to be held in trust to maturity for Capital One Bank, N.A., McLean, Virginia, the purchaser
thereof, and that at the time of such delivery of said Note, the Town received from said purchaser
the amount hereinbelow stated, in full payment for such Note, computed as follows:
Price ......................................................................................$1,058,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received ..................................................................$1,058,000.00
1254008.1034513 CLD
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 11th day of April, 2013.
Term of Office
'i ature Expires Title
December 31, 2015 Supervisor
~~1 December 31, 2013 Town Clerk
(SEAL)
HEREBY CERTIFY that the signatures of the officers of the above-named Town,
which appear above, aze true and genuine and that I know said officers and know them to hold
the respective offices set opposite their si atures.
John Cushman
Town Comptroller
1254008.1 034513 CLD
ATTORNEY'S CERTIFICATE
I, Martin D. Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at
law of the State of 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 (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 a $1,058,000 Vazious Purposes
Bond Anticipation Note-2013 (the "Note") of the Town, registered in the name of Cede & Co.,
as Noteowner and nominee of The Depository Trust Company ("DTC") 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 boundazies 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 as of the 11th day of
April, 2013.
own Attorney
1254008.1 034513 CLD
SCHEDULE A
Amount and Title: $1,058,000 Various Purposes Bond Anticipation Note-2013
Dated: April 11, 2013
Matures: April 10, 2014
Number: 3R-I
Interest Rate
per annum: 0.47%
1254008.1 034513 CLD
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold (the "Issuer"), in the
County of Suffolk, New York, HEREBY CERTIFY and reasonably expect with respect to the
Issuer's $1,058,000 Various Purposes Bond Anticipation Note-2013 (herein referred to as the
"Note"), dated and issued on April 11, 2013, 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 Resolution, the Code or the
Regulations (each as defined below):
ARTICLE I
General
Section 1.1. Authority of Si ng story. 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.
Section 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
regazding 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.
Section 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
azbitrage 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 aze no other facts, estimates or circumstances that would materially change that
expectation.
Section 1.4. No Composite Issue. No other governmental obligations have
been sold fewer than 15 days prior to, or will be sold fewer than 15 days afrer, 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.
Section 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 21B(d)(3) of the Federal
Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform,
1254008.1 034513 CLD
Recovery and Enforcement Act of 1989, or any successor provision to Section 21B(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 guazanteed 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 guazanteed, or
(B)invested directly or indirectly in federally insured deposits or
accounts.
Section 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.
Section 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.
Section 1.8. Non-Purpose Investments. Not more than 50% of the proceeds of
the Note aze 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.
Section 1.9. IRS Information Reporting. The Issuer will make a timely filing of
the appropriate IRS Form 8038-G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
Section 2. L authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and three bond resolutions duly
adopted and amended by the Town Board on their respective dates (the "Resolutions"), as
referred to in the Certificate of Determination executed by the Supervisor on April 11, 2013.
(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.
Section 2.2. Purpose of Issue The Note is being issued to provide funds for
various purposes in and for the Town (the "Projects"), as further described in the Resolutions.
1254008.1 034513 CLD
2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the amount
of $558,000 (the "Current Refunding Note") will be used, together with $157,000 available
funds, to redeem a prior issue of bond anticipation notes currently outstanding in the aggregate
principal amount of $715,000 (the "Prior Issue"), heretofore issued to finance certain Projects.
The balance of the proceeds of sale of the Note in the principal amount of $500,000 (the "New
Money Note") will be used to provide original financing for certain new projects (the "New
Money Projects").
2.4. Ownershin/Lease/Sale. The Projects will be owned by the Issuer or another
state or local govemmental unit and will not be leased to any person who is not a state or local
governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly or
indirectly in a trade or business carried on by a person other than a state or local governmental
unit ("Private Use"), will not exceed 10% of such proceeds in the event that. more than 10% of
the principal or 10% of the interest due on the Note during the term thereof is, under the terms of
the Note or any underlying arrangement, directly or indirectly, secured by any interest in
property used or to be used for a Private Use or in payments in respect of property used or to be
used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect
of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the proceeds
of the Note will be used directly or indirectly in the trade or business of a person other than a
governmental unit that is unrelated or related and disproportionate to the governmental use of the
property being financed, including any private loan financing described in Section 2.5 which
meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds of the
Note are allocable to an unrelated Private Use if such use is neither directly nor operationally
related to a governmental use and proceeds of the Note are allocable to a disproportionate related
Private Use to the extent that the proceeds of the Note which aze to be used to finance property
used by a nongovernmental person in a trade or business which is related to the governmental
use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which aze
to be used for the govemmental use to which such Private Use relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private
Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who aze not State or local governments
on a basis different than the general public. Any management, or operations contract or
1254008.] 034513 CLD
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 yeazs; (ii) the issuer may terminate the
contract, without penalty, at the end of any three yeaz 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 Mazch 15, 1993, which provide compensation based on a per unit
fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including
renewal options) not exceeding three years; (ii) the issuer may terminate such contract
(without penalty) at the end of the second yeaz 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
P~3';
(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 yeaz, 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. $XX 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. $XX per medical procedure).
2.9. Pooled Loan Financines. To the extent the amount of proceeds of the Note
to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and
loans to 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 aze 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
1254008.1 034513 CLD
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10. Output Facilities. No more than 5% of the proceeds of the Note are to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note aze to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
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) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
years after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three years after the date of original issuance of the Prior Issue, such proceeds
will be invested at a yield not in excess of the yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to yield.
3.2 Temporary Period-New Money. With respect to the New Money Note:
(a) The Issuer has entered into or will enter into within six months from the
date of this certificate, binding commitment(s) for the acquisition, construction or
accomplishment of the New Money Projects, and the amount of such commitment(s) with
respect to such New Money Projects will or do exceed the amount equal to 5% of the New
Money Note, being the aggregate amount of obligations currently issued for such New Money
Project.
(b) Such New Moneys Project have been completed, or, if such New Money
Project have not been completed, work on the acquisition, construction or accomplishment of
such New Money Projects will proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three years from the date of this Certificate. No
more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments
with a term of four yeazs or more.
33 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is
subject to the rebate requirement imposed by Section 148 of the Code because, with respect to
each:
(i) the Issuer was or is a governmental unit with general taxing powers;
1254008.1 034513 CLD
(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 yeaz 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 calendaz
yeaz in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.6 Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one year of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding yeaz or one-twelfth of the debt service on the Note.
3.7 Sinkin 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 Note.
1254008.1034513 CLD
ARTICLE IV
Bank Qualification
4.1 Designation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code.
(a) In making such designation it has been determined with respect to the
Current Refunding Note that:
(i) the Note currently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualified tax-exempt obligation";
(iii) the aggregate face amount of the Note does not exceed $10,000,000;
(iv) the Prior Issue had a weighted average maturity of 3 years or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 yeazs; 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 "qualifiedtax-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 issued by the Issuer during the current calendaz
year will exceed $10,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendar yeaz does not as of this date, and including this
issue, exceed $10,000,000.
]254008.1034513 CLD
ARTICLE V
Post-Issuance Compliance
5.1. Post-Issuance Compliance Procedures. The Town has established Written
Procedures concerning post-issuance tax compliance with applicable requirements of federal tax
law with respect to the Note, including specification of the official responsible for monitoring
compliance with such requirements, and such procedures aze set forth in Attachment A to this
Arbitrage and Use of Proceeds Certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold as of the
I 1 th day of April, 2013.
(SEAL)
Supervisor
1254008.1 034513 CLD
ATTACHMENT A
PROCEDURES FOR POST-ISSUANCE
COMPLIANCE WITH FEDERAL TAX LAW
Municipalities that borrow money on atax-exempt basis aze now required to report to the
Internal Revenue Service whether they have established written procedures to comply with
applicable requirements of federal tax law for all issues of bonds, bond anticipation notes, tax
anticipation notes, revenue anticipation notes, fmancing leases, energy performance contract
financings, and any other instruments evidencing the borrowing of money (collectively the
"Obligations"). The procedures set forth herein will assist the Town of Southold, New York (the
"Town") in meeting the post-issuance requirements of federal tax law necessazy to preserve the
tax-exempt status of interest ontax-exempt Obligations issued by the Town.
These procedures address Obligations such as serial bonds and bond anticipation notes
which aze issued to finance physical facilities and equipment (the "Capital Obligations") and
Obligations such as tax anticipation notes, revenue anticipation notes, budget notes and
deficiency notes which are issued to finance cash-flow operating requirements (the "Cash-Flow
Obligations").
LGENERALPROCEDURES
A. Responsible Official. The Supervisor (herein referred to as the "Responsible
Official") will identify such officers and employee(s), who will be responsible for each of the
procedures listed below, and will notify such officers and employee(s) of the responsibilities, and
provide those persons with a copy of these procedures. Upon employee transitions, the
Responsible Official will advise the new personnel of their responsibilities under these
procedures and will ensure they understand the importance of these procedures. If employee
positions aze restructured or eliminated, the Supervisor will reassign responsibilities as
necessary.
1254008.1 034513 CLD
B. Issuance of Obligations.
1. Bond Counsel. The Town will retain a firm of nationally-recognized bond
counsel ("Bond Counsel") to deliver a legal opinion in connection with the issuance of all
Obligations. The Responsible Official will consult with Bond Counsel and other legal counsel
and advisors, as needed, following the issuance of Obligations to ensure that applicable post-
issuance requirements are met, so that interest on each issue of Obligations will be excluded
from gross income for federal income tax purposes.
2. Documentation of Tax Requirements. The federal tax requirements relating to
each issue of Obligations will be set forth in a tax certificate (the "Tax Certificate") executed in
connection with each issue of Obligations, which will be included in the closing transcript for
each issue of Obligations. The Tax Certificate will contain certifications, representations,
expectations and factual statements relating to the restriction on use of the facilities financed
with Obligations by persons or entities other than the Town ("Private Use"), changes in use of
the facilities financed or refinanced with the proceeds of Obligations, restrictions applicable to
the investment of the proceeds of any Obligations and other moneys relating to the Obligations,
and azbitrage rebate requirements. The Responsible Official will review the Tax Certificate prior
to the date of issue of each issue of Obligations.
3. Information Reporting. In connection with each issue of tax-exempt
Obligations, the Town is required to file, or shall cause to be filed by Bond Counsel, an IRS
Form 8038-G (or, if applicable, IRS Form 8038-GC). Any such IRS Form filed with the IRS,
together with a proof of filing, will be included as part of the closing transcript for each issue of
Obligations, or kept in the records maintained by Bond Counsel related to the appropriate issue
of Obligations. The Responsible Official shall ascertain that such form has been filed in
connection with each issue of Obligations.
C. Record Retention.
1. General. Copies of all relevant documents and records sufficient to support
that the tax requirements relating to all Obligations have been satisfied, including the following
documents and records, shall be maintained by the Town:
1254008.10345]3 CLD
(a) Closing transcript;
(b) All records of investments, arbitrage reports, returns filed with the IRS
and underlying documents;
(c) Construction contracts, purchase orders, invoices and expenditure and
payment records;
(d) Documents relating to costs reimbursed with the proceeds of Capital
Obligations;
(e) All contracts and arrangements involving Private Use of the property
financed with Capital Obligations;
(f) All reports relating to the allocation of the proceeds of Obligations and
Private Use of property financed with Capital Obligations;
(g) Itemization of property financed with the proceeds of Capita] Obligations;
and
(h) In connection with Cash-Flow Obligations, information regazding the
Town's revenue, expenditures and available balances sufficient to support the Town's
prospective and actual maximum cumulative cash-flow deficit calculations.
2. Duration of Record Retention. All of the foregoing documents and records
shall be retained for the term of the Obligations, plus six (6) yeazs.
D. Capital Obli atg ions.
1. Timely Expenditure of Proceeds of Capital Obligations. At the time of
issuance of Capital Obligations issued to fund original expenditures, the Town must reasonably
expect to spend at least 85% of all proceeds within three (3) years of the date of issuance of the
Obligations. In addition, for Capital Obligations, the Town must have incurred or expect to incur
within six months afrer original issuance expenditures of not less than 5% of the amount of such
proceeds, and must expect to complete the project financed with Capital Obligations (the
"Project") and expend the proceeds of such Capital Obligations to pay project costs with due
diligence. Satisfaction of these requirements allows the proceeds of Capital Obligations issued
1254008.1 034513 CLD
for the Project to be invested at an unrestricted yield for three (3) years. Failure to satisfy these
requirements could subject the Town to rebate of investment income, and other penalties. The
Responsible Official will monitor the appropriate capital project accounts to ensure that the
proceeds of Capital Obligations are spent within the time period(s) required under federal tax
law.
Capital Obligations issued to refinance outstanding Capital Obligations aze subject to
separate expenditure requirements, which shall be outlined in the Tax Certificate relating to such
Obligations. In connection with the issuance of any Capital Obligations issued to refinance
outstanding Capital Obligations, the Responsible Official will confirm that any rebate obligation
due with respect to the original issue and any subsequent refinancing thereof has been met.
2. Use of Proceeds of Capital Obli atg
ions. In general, proceeds (including
investment income on original sale proceeds) of Capital Obligations, other than proceeds used to
pay costs of issuance, must be spent on capital expenditures. For this purpose, capital
expenditures generally mean costs to acquire, construct or improve property (land, buildings and
equipment). Capital Expenditures include design and planning costs related to the Project, and
include architectural, engineering, surveying, soil testing, environmental, and other similar costs
incurred in the process of acquiring, constructing, improving or adapting the property. Capital
Expenditures do not include operating expenses of the Project.
3. Use of Facilities Financed with Capital Obli atg ions. For the life of all Capital
Obligations, the Project must be owned and operated by the Town. At all times while Capital
Obligations issued for a Project are outstanding, no more than 5% of the proceeds of such
Capital Obligations may used, directly or indirectly, in a trade or business carried on by a person
other than a state or local governmental unit ("Private Use"). Generally, Private Use consists of
any contract or other arrangement, including any lease, management contract (for example, a
contract relating to the operation of a Town recreational area or concessions in a Town pazk,
water and sewer facilities or docks, if any), operating agreement and guazantee contract which
provides for use of the facilities financed with Capital Obligations by any person who is not a
state or local government on a basis different than the general public. The Project may be used
by any person or entity, including any person or entity carrying on any trade or business, if such
1254008.1 034513 CLD
use constitutes "General Public Use". General Public Use is any arrangement providing for use
that is available to the general public at either no change or on the basis of rates that aze generally
applicable and uniformly applied.
4. Management or Operating_Agrreements for Facilities Financed with Capital
Obli ations. Any management, operating or service contracts whereby anon-exempt entity is
using facilities financed or refinanced with the proceeds of Capital Obligations must relate to
portions of the Project that fit within the above-mentioned 5% allowable Private Use, or the
contracts must meet the IRS safe harbor for management contracts (Rev. Proc. 97-13). Any
renewals of or changes to such contracts must be reviewed by Bond Counsel. The Responsible
Official shall contact Bond Counsel if there may be a lease, sale, disposition or other change in
use of facilities financed or refinanced with the proceeds of Capital Obligations.
E. Cash-Flow Obli atg ions.
1. Proper Sizing of Cash-Flow Obli ations.
(a) If the Town does not qualify for the small issuer exemption from rebate, at the
time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an
actual cumulative cash-flow deficit during the six-month period following the issue date of the
Cash-Flow Obligations. The deficit must be at least 90% of the issue price of the Cash-Flow
Obligations.
(b) If the Town does qualify for the small issuer exemption from rebate, at the
time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an
actual cumulative cash-flow deficit during the twelve-month period following the issue date of
the Cash-Flow Obligations. The deficit must be at least 100% of the issue price of the Cash-
Flow Obligations (which may include taking into account the Town's "reasonably required
working capital reserve").
(c) The Responsible Official will determine the appropriate amount of Cash-Flow
Obligations to issue.
]254008.1034513 CLD
(d) In any yeaz in which the Town does not qualify for the small issuer exemption
from rebate, the Responsible Official shall determine whether or not the Town has met its
requisite cumulative cash-flow deficit requirement within six months following the date of
issuance of the Cash-Flow Obligations, and shall, to the extent necessazy, obtain assistance from
the Arbitrage Rebate Consultant, referred to below.
F. Investment Restrictions: Arbitrage Yield Calculation; Rebate.
1. Investment Restrictions. Investment restrictions relating to the proceeds of
Obligations and other moneys relating to the Obligations are set forth in the Tax Certificate. The
Responsible Official will monitor the investment of the proceeds of Obligations to enswe
compliance with yield restriction rules.
2. Arbitra e Yield Calculation. Investment earnings on the proceeds of
Obligations shall be tracked and monitored to comply with applicable yield restrictions and/or
rebate requirements. The Town is responsible for calculating (or causing the calculation of)
rebate liability for each issue of Obligations, and for making any required rebate payments. Any
funds of the Town set aside or otherwise pledged or earmarked to pay debt service on the
Obligations should be analyzed to asswe compliance with the tax law rules on arbitrage, invested
sinking funds and pledged funds (including gifts or donations linked to facilities financed with
Capital Obligations). The Responsible Official will consult with Bond Counsel to confirm that
all relevant azbitrage yield requirements are met.
3. Rebate. On or before the date of any required rebate payment (see below), the
Town will retain a nationally recognized arbitrage rebate consultant (the "Arbitrage Rebate
Consultant") to perform rebate calculations that may be required to be made from time to time
with respect to any issue of Obligations. The Responsible Official shall be responsible for
providing the Arbitrage Rebate Consultant with requested documents and information on a
prompt basis, reviewing applicable rebate reports and other calculations and generally interacting
with the Arbitrage Rebate Consultant to enswe the timely preparation of rebate reports and
payment of any rebate.
1254008.1 034513 CLD
- -
The reports and calculations provided by the Arbitrage Rebate Consultant will assure
compliance with rebate requirements, which require the Town to make rebate payments, if any,
no later than the fifth anniversary date and each fifth anniversary date thereafter through the final
maturity or redemption date of a Capital Obligation. A final rebate payment, if due, must be
made within sixty (60) days of the final maturity or redemption date of all Obligations.
Rebate spending exceptions for Capital Obligations are available for periods of 6 months,
18 months and 2 yeazs. The Responsible Official will confer and consult with the Arbitrage
Rebate Consultant to determine whether any rebate spending exception may be met.
In the case of Cash-Flow Obligations, within 60 days of the maturity date of such Cash-
Flow Obligations, if there is concern as to whether the Town has met its requisite maximum
cumulative cash-flow deficit, the Arbitrage Rebate Consultant shall be promptly consulted to
determine whether either the six-month spending exception or the statutory safe hazbor exception
to the rebate roles was met (in which case no rebate would be owed) or whether the investment
income derived from the proceeds of the Cash-Flow Obligations is subject, in whole or in part, to
rebate.
Copies of all azbitrage rebate reports, related return filings with the IRS (i. e., IRS Form
8038-T), copies of cancelled checks with respect to any rebate payments and information
statements must be retained as described above. The Responsible Official will follow the
procedures set forth in the Tax Certificate relating to compliance with the rebate requirements
with respect to any Obligations.
II. ADDITIONAL PROCEDURES.
A. Periodic Monitorine. The Responsible Official will conduct periodic reviews of
compliance with the foregoing procedures to determine whether any violations have occurred so
that such violations can be remedied through the "remedial action" regulations (Treas. Reg.
Section 1.141-12) or the Voluntazy Closing Agreement Program (VCAP) described in IRS
Notice 2008-31 (or successor guidance). If any changes to the terms or provisions of any
Obligations are contemplated, the Responsible Official will consult with Bond Counsel, because
1254008.1034513 CLD
such modifications could jeopardize the tax-exempt status of interest on the Obligations after
they aze modified.
B. Use of Facilities. The Responsible Official will maintain records
identifying any Private Use of the facilities or portion of facilities that are financed or
refinanced with proceeds of Capital Obligations. Such records may be kept in any combination
of paper or electronic form. In the event the use of the facilities financed or refinanced with the
proceeds of Capital Obligations differs from the representations or factual statements in the Tax
Certificate, the Responsible Official will promptly contact and consult with Bond Counsel to
ensure that there is no adverse effect on the tax-exempt status of the Capital Obligations and,
where appropriate, will remedy any violations through the "remedial action" regulations (Treas.
Reg. Section 1.141-12), the Voluntary Closing Agreement Program (VCAP) described in IRS
Notice 2008-31 (or successor guidance), or as otherwise prescribed by Bond Counsel.
1254008.1034513 CLD
J,
R
Q
1_ - Vi
.5.5.. 1. J
_ No. 4R-1 $1,500,000
UNITED STATES OF AMERICA
STATE OF NEW YORK , ~ J
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
BOND ANTICH'ATION NOTE FOR FISHERS ISLAND FERRY 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 [o the bearer of this Note or, if it be registered, to the
registered holder, the sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) on the 6th day of ~
June, 2008, together with interest thereon from the date hereof a[ the rate of three and seventy-three hundredths per centum ~ i
(3.73%) per annum, payable a[ 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, Bridgehampton, 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 [he 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 Vansferees. This No[e shall then be transferable only upon presentation to such Town Clerk with a ~
written transfer of title and such Town Clerk shall thereupon register this No[e in the name of the transferee in his books and shat
endorse a certificate of such registration hereon. Such transfer shall be dated and signed by the registered holder, or his legal
representatives, and i[ 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 [rust company located and authorized [o do business in this State.
This Note is the only No[e of an authorized renewal issue, the principal amount of which is $ I,SOQ000.
I
j This Note is issued pursuant [o 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 July 3I, 2001 and amended on October 21, +E",
_ 2003, authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of the facilities of the Fishers Island
- Ferry District, in said Town, and the Certificate of Determination executed by the Supervisor on June 8, 2007.
This Note has been designated by the Town as a qualified [ax-exempt obligation pursuant [o 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 [his 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 [o have been performed precedent to and in the ~ -
issuance of this No[e, 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 WTTNESS WHEREOF, the Town of Southold has caused this No[e to be executed in its name by its Supervisor,
and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by -
~ its Town Clerk and this Note to be dated as of the 8th day of June, 2007. ~ i
~ TO OFSOUTHOLD
(SEAL)
s_ 4
x.. By
upervisor
ATTEST: ' I
Town Clerk 4
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4
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
as:
COUNTY OF SUFFOLK )
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A 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 8th day of J1me, 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, prepaze, 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 Clerk
Subscribed and sworn to before me
this ~o day of June, 2007.
Notary P lic, State'of New York
LINDA J COOPER
NOTARY PUBLIC, State of New Yore
NO. 01004822563, Suffolk Coun x
Term Expires December 31, 20~x
523919.1 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
part of such contract.
3. ,has publicly disclosed the nature and extent
of such interest in writing to the governing boazd of the Town. Such written disclosure has been
made a part of and set forth in the official record of proceedings of the Town.
523919.1 019513 CERT
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $1,500,000 BOND ANTICIPATION
NOTE FOR FISHERS ISLAND FERRY 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 bond resolution
duly adopted and amended and as referred to in pazagraph 1 hereof, and subject to the limitations
prescribed in said bond resolution, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of
$1,500,000 shall be issued to renew, in part, a bond anticipation note in the principal amount of
$1,625,000 heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to
the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 31, 2001 and amended October 21, 2003, appropriating the
amount of $10,500,000, including the amounts of any grants that
maybe received from the United States and the State of New York
for the increase and improvement of the facilities of the Fishers
Island Ferry District, in said Town and authorizing the issuance of
serial bonds of said Town in the principal amount of not to exceed
$4,800,000 to finance that portion of said appropriation for which
such grants aze not available,"
duly adopted and amended by the Town Board on the dates therein referred to, and the
Certificate of Determination executed by the Supervisor on June 9, 2006, the redemption of said
$1,625,000 note having been provided to the extent of $125,000 from a source other than the
proceeds of serial bonds.
2. The terms, form and details of said Note shall be as follows:
Amount and Title: $1,500,000 Bond Anticipation Note for Fishers Island
Ferry District-2007
Dated: June 8, 2007
Matures: June 6, 2008
Number and
Denomination: Number 4R-1, at $1,500,000
Interest Rate
523919.1 019513 CERT
~ _
per annum: 3.73%
Form of Note: Substantially in accordance with form prescribed by
Schedule B,2 of the Local Finance Law of the State of
New York.
3. The amount of bond anticipation notes and serial bonds originally issued
pursuant to the bond resolution referred to in paragraph 1, hereof, is $4,800,000. The amount of
bond anticipation notes which will be outstanding after the issuance of the Note, including said
Note, will be $1,500,000.
4. The serial bonds authorized pursuant to the resolution referred to in
paragraph 1, hereof, are for improvements which are assessable.
5. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Bridgehampton National Bank, Bridgehampton, New
York, for the purchase price of $1,500,000, 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, Bridgehampton, New
York, and shall bear interest at the rate of three and seventy-three hundredths per centum
(3.73%) per annum, payable at maturity.
6. The Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed 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 8th day of June,
2007.
~l~Q
Supervisor
523919.1 019513 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 my office as Town Clerk on or before the 8th day
of June, 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 and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 8th day of June,
20~~07~~. ~~LL ,'~1
(SEAL) L~iaariLGI1Q l~ ~~uruLXl~
Town Clerk
523919.1 019513 CERT
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $1,500,000 Bond Anticipation Note for Fishers Island Ferry District-
2007 (herein referred to as the "Note" or "Notes"), dated and issued on June 8, 2007, as follows:
Unless the context cleazly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authority of Signatory. I am an officer of the Issuer charged with the
responsibility for the execution, delivery, and issuance of the Notes and am acting for and on
behalf of the Issuer in signing this Arbitrage and Use of Proceeds Certificate (the "Certificate").
1.2 Description of Notes. The Issuer represents that the Notes are sold at the
aggregate Issue Price and aze further described as set forth in the Certificate of Determination of
the Issuer and on the cover of the Official Statement.
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
regazding the amount and use of proceeds of the Notes. It is intended and maybe 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 Notes. The provisions of this
Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of
and payment for the Notes by the purchaser(s) thereof.
1.4. No Hedge Bonds. The Issuer reasonably expects that 85% of the
Spendable Proceeds of the Notes 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 aze being invested
in investments not acquired to carry out the governmental purposes of the issue at a guazanteed
yield for 4 yeazs or more.
With respect to the Prior Issue, the Issuer reasonably expected as of the issue date
of the Prior Issue that 85% of the spendable proceeds of the Prior Issue would be expended for
governmental purposes within 3 yeazs of such issue date, and, in addition, not more than 50% of
the proceeds of the Prior Issue were invested in investments not acquired to carry out the
governmental purposes of the issue at a guaranteed yield for 4 yeazs or more.
523919.1 019513 CERT
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 Notes will not be used in a manner that would cause the Notes to be Arbitrage
Bonds under Section 148 of the Code or Private Activity Bonds under Sections 103 and 141 of
the Code. To the best of my knowledge and belief, such expectation is reasonable and there aze
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
the Notes, pursuant to the same plan of financing which are expected to be paid from
substantially the same source of funds as the Notes.
1.7. Registration. The Notes will be issued in beazer form.
1.8. No Federal Guazantee. The Issuer represents and covenants that, except
for the gross proceeds of the Notes which aze: (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 21B(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 21B(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 Notes
is or will be guazanteed 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 Notes 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.
1.9. 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 necessazy and desirable within its reasonable control in order to assure that interest paid
on the Notes will be excluded from gross income of the owners of the Notes 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 Notes to be included in gross
income for purposes of Federal income taxation.
523919.1 019513 CERT
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 Notes.
1.12. IRS Form 8038-G. The Issuer will file IRS Form 8038-G, included as part
of the record of proceedings for the issuance of the Notes, by the 15th day of the second month
after the calendaz quarter in which the Notes aze issued.
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 adopted by
the Town Board on July 31, 2001 and amended October 21, 2003 (the "Resolution"), as referred
to in the Certificate of Determination executed by the Supervisor on June 8, 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 Notes net of
the amount used or to be used for the payment of all costs and expenses associated with issuing
the Notes, and excluding accrued interest.
2.2. Purpose of Issue. The Notes aze being issued for the increase and
improvement of the facilities of the Fishers Island Ferry District, in said Town (the "Project").
2.3. Use of Ori>inal Proceeds. The proceeds of sale of the Note in the amount
of $1,500,000 (the "Note"), along with $125,000 in funds available therefor, will be used to
redeem a bond anticipation note currently outstanding in the principal amount of $1,625,000 (the
"Prior Issue"), heretofore issued to finance the Project.
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
govermnental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
523919.1 019513 CERT
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 Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being fmanced, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note are allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a govemmental use and proceeds of the Note are allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which aze to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Project by a person or persons who aze 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 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 yeaz 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
P~Y~
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after Mazch 15, 1993, which provide compensation based on a
percentage of fees chazged, (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 yeaz, and (iii) the service provider primarily provides services to third
parties or the contract involves a facility during an initial stazt-up period;
523919.1 019513 CERT
(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 dollaz amount for services
rendered during a specified period of time (i.e. $XX 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. $XX per medical procedure).
2.9. Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to 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 aze to be used to make loans, will have
been used within 3 yeazs of the date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10. Output Facilities. No more than 5% of the proceeds of the Note aze to be
used with respect to any output facility (other than a facility for the famishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note aze to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1. Temporary Period-Refunding. With respect to the proceeds of the Note
allocable to the Prior Issue, such proceeds may be invested without restriction as to yield during
the three-year temporary period commencing on the date hereof, because:
(a) All 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 transfen•ed proceeds may be invested without restriction as
to yield until three years after the date of original issuance of the Prior Issue. If any
transferred proceeds remain unexpended after three years after the date of original
issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the
yield on the Note.
523919.1 019513 CERT
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to
yield.
3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement
imposed by Section 148 of the Code because at the time of original issuance of the first note or
notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note aze
issued:
(i) the Issuer was a governmental unit with general taxing powers;
(ii) the Prior Issue did 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 was used for local governmental activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected 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 would not exceed $5,000,000.
For purposes of such determination, no tax-exempt obligation was taken
into account if it was a current refunding obligation issued in the calendar
year in which the Prior Issue was being issued which does not exceed the
outstanding (redeemed) principal amount of the obligation to be refunded.
(b) The Note is not subject to the rebate requirement imposed by Section 148
of the Code because all of the proceeds of such 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.
3.3. No Excess Proceeds. The total proceeds of sale of all obligations issued to
date for the Project do not exceed the total cost of the Project.
3.4. Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.5. Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding year or one-twelfth of the debt service on the Bonds for the
immediately preceding year.
523919.1 019513 CERT
3.6. 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 similaz fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
ARTICLE IV
Bank Qualification
4.1. Desienation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code. In making such designation it
has been determined that:
(a) the Note currently refunds the Prior Issue;
(b) the Prior Issue was designated as a "qualified tax-exempt obligation";
(c) the aggregate face amount of the Note does not exceed $10,000,000;
(d) the Prior Issue had a weighted average maturity of 3 years or less;
(e) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolution, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
(f) 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."
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the
8th day of June, 2007.
(SEAL) Supervisor
523919.1 019513 CERT
1 I
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 June 8, 2007, we officially signed and properly executed
by manual signatures the $1,500,000 Bond Anticipation Note for Fishers Island Ferry District-
2007 (the "Note") of the Town, payable to beazer 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 the 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 the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the 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 the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
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 June
8, 2007, I delivered or caused the delivery of the Note to Bridgehampton National Bank,
Bridgehampton, New York, the purchaser thereof, and that at the time of such delivery of said
Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for
said Note, computed as follows:
Price ......................................................................................$1,500,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received ..................................................................$1,500,000.00
523919.1 019513 CERT
1
(SEAL)
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 8th day of June, 2007.
Si e Term of Office Expires Title
December 31, 2007 Supervisor
December 31, 2009 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.
o~ ~i~-~- /S ~ I /
S ~A/1C r ~f I~~^
(Signature) (Title) am of Bank)
523919.1 019513 CERT
1
ATTORNEY'S CERTIFICATE
I, Patricia A. Finnegan, HEREBY CERTIFY that I am a licensed attorney at law
of the State of 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, 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 the Note, or in any manner
questioning the authority or proceedings for the issuance of the Note or for the levy or collection
of said taxes, or relating to the 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 the Note has or have been repealed, revoked or rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June,
2007
Town Attorn
523919.1 019513 CERT
SCHEDULE A
Amount and Title: $1,500,000 Bond Anticipation Note for Fishers Island Ferry District-2007
Dated: June 8, 2007
Matures: June 6, 2008
Number: 4R-1
Interest Rate
per annum: 3.73%
523919.1 019513 CERT
_ _ _ _
`!z ~ c CERTIFICATE NUMBER
:IC:v:i~ a~.~. 0147001 00247
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
pp~
p NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN
Marsh USA Inc. D ~ ~ ~ ~ I---.. THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
ZOO CldfendOn St LLL~~~ % I.- ` COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN.
Boston. MA 02116 ~AM I'' COMPANIES AFFORDING COVERAGE
i1F1/{/ 2 4 tf
1~~~ COMPANY
Mr. Paul 0. Denny (617) 421-0275 A LLOYD"S OF LONDON
INSURED 'r' COMPANY
AC ~
OW~TN~~O~F~
,SOUTHOLp B
State Street Corporation an .......1n:~~4NCE DEPT
Attn: Annette Hopkins coMPANV
One Lincoln Street C
Boston, MA 02111
- ~ COMPANY
_ D
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANV REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAV
BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS
OF SUCH POLICIES. LIMITS SHOWN MAV HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE POLICY NUMBER PODCY EFFECTIVE POLICY EXPIRATION UMITS
LTfl DATE (MM/DD/VYI DATE IMM/DD/YYI
GENEML DABILITV GENERAL AGGREGATE i
COMMERCIAL GENERAL LIABILITY PRODUCTS -COMP/OP AGG d
CLAIMS MADE OCCUR PERSONAL d ADV INJURY d
OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE E
FIRE DAMAGE IAny one fire) d
MED E%P (Any one person) d
AUTOMOBILE pABILfTY -
- - COMBINED SINGLE LIMIT d - -
ANVAUTO.
ALL OWNED AUTOS
BODILY INJURY g
SCHEDULED AUTOS IPer person)
HIRED AUTOS
BODILY INJURY 8
NON-OWNED AUTOS IPer auiderrU
PROPERTY DAMAGE d
GARAGE UABIOTY AUTO ONLY - EA ACCIDENT d
ANV AUTO OTHER THAN AUTO ONLY: E~
EACH ACCIDENT d
AGGREGATE d
E%CESS VABIOTY EACH OCCVRRENCE d
UMBRELLA FORM AGGREGATE d
OTHER THAN UMBRELLA FORM d
W A U- -
WORKER'S COMPENSATION AND TORY UMITS ER
EMPLOYERS' OABIUTY EL EACH ACCIDENT !
THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT 8
PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL EL DISEASE - EA EMPLOYEE d
OTHER
A Financial QA02860) PRIMARY CRIME 7/01/07 7/01/08 8100,000,000 F] Bond Limit
Institution Bond
Coverage lFl Bond)
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /SPECIAL ITEMS
Evidence of Financial Institution (FI Bond) Coverage for State Street Corporation and its Subsidiaries. This is part of a Blended
Program.
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR
TOlvn Of Southold TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
Attn: JOhn CUShmdn HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
PO BOX 1179. 53095 Mdin Rodd LIABILITY OF ANV KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS
$OUthOld, NY 11971 OR REPRESENTATIVES. ~~~~~r//~~ ~/n
Marsh USA Ine. ~~M~~~
BY:
jhY ~ ~I~..v'I_ ~ 4G ~f .
® North F •k Bank ,
D G~pb
~,6~ ~
August 10, 2005 ~ ~
c a FN,yN000
OE ~FPT,
Mr. Joshua Y. Horton
Supervisor
Town of Southold
53095 Main Road
P.O. Box 1179
Southold, NY 11971
Dear Mr. Horton:
Enclosed for your files please find matured Bond Anticipation Note for the Town of Southold.
This $2,975,000 Bond Anticipation Note was dated September 10, 2004 and matured on March
9, 2005.
Should you need any further information, please feel free to contact me at (631) 844-1121.
Sincerely,
Kimberly Barr
Assistant Vice President
KB:bjk
Enclosure
275 BeonoHOUOw Rono, P.O. Box 8914, Mewl ue, NY 11747, 631 8441000, Fax 631 6941536
t:, r, _ ,r, ,~N..
~'+M
i~
a
. ~
$2,975,000
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
is
! BOND ANTICIPATION NOTE FOR FISHERS ISLAND FERRY DISTRICT-2004 ~
f,..
The Town of Southold, in the County ' f Suffolk, a municipal corporation of the State of New York, hereby
acknowledges itself indebted and for value rece' ed promises to pay to the bearer of this Note, or if it be registered, to the
registered holder, the sum of TWO MILLIO NINE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS
($2,975,000) on the 9th day of March, 2005, ogether with interest thereon from the date hereof at the rate of one and forty
hundredths per centum (1.40%) per annum, payable at maturity. Both principal of and interest on this Note will be paid
in lawful money of the United Slates of America, at North Fork Bank, Melville, New York
"~s- At the request of the holder, the Town Clerk shall convert this Note into a registered Note by registering it in the
:i name of the holder in the books of the Town kept in the office of such Town Clerk and endorsing a certificate of such
registration hereon, after which both principal of and interest on this Note shall be payable only to the registered holder, his
legal representatives, successors or transferees. This Note shall then be transferable only upon presentation to such Town
Clerk with a written transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in
his books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the
registered holder, or his legal representatives, and it shall be duly acknowledged or proved, or in the alternative the signature
[hereto 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 $2,975,000. This Note 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
r 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, [he bond resolution adopted by the Town Boazd on July 3l, 2001, authorizing
the issuance of $4,800,000 serial bonds for the increase and improvement of the facilities of the Fishers Island Ferry District,
in said Town, and [he Certificate of Determination executed by the Supervisor on September 1Q, 2004.
~ ` This Note has been designated by the Town as a qualified tax-exempt obligation pursuant [o the provisions of
Section 265 of the Internal Revenue Code of 1986, as amended.
The faith and credit of such Town aze 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 [hat all conditions, acts and things required by _
the Constitution and statutes of the Slate of New York to xi v
e st, to ha a ha ened and to have been erformed recedent to
P
P P
P
_ 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. +
T' ~ IN WITNESS WHEREOF, [he Town of Southold has caused this Note to be executed in its name by its
Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted or otherwise reproduced hereon and attested
by its Town Clerk and this Note to be dated as of [he 10th day of September, 2004.
OWN OF SOUTHOLD
(SEAL). •
By
u rvisor s
ATTEST: • •
"z
p i
~ N
i ,
w~
I~ _
Oa
d xA d 1~ H ~
REGISTRATION CERTIFICATE
It is hereby ceRified that the within Note has been registered as follows:
Date of Regis~ation Name of Registered Holder Registered by
• • • •
• • • •
ONE CHASE MANHATTAN PLAZA
NEW YORK. NY 1000
WWW.HAWNINS.COM June 9, 2006
The Town Board of the
Town of Southold, in the
County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the issuance of the
$1,625,000 Bond Anticipation Note for Fishers Island Ferry District-2006 (the "Note") of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York.
The Iv'ote is dated June 9, 2006, matures June 8, 2007, subject to prior redemption, is payable to
Beazer, is a single note in the denomination of $1,625,000, is numbered 3R-1, bears interest at the
rate of 3.70% per annum, 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 July 31, 2001 and amended on October 21, 2003,
authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of
facilities of the Fishers Island Ferry District and the Certificate of Determination executed by the
Supervisor on June 9, 2006.
Said Bond Anticipation Note is a temporary obligation issued in anticipation of
the sale of permanent serial bonds.
In our opinion, the Note is a valid and legally binding general obligation of the
Town for which the Town has validly pledged its faith and credit and, unless paid from other
sources, all the taxable real property within the Town is subject to the levy of ad valorem real
estate taxes to pay the Note and interest thereon without limitation of rate or amount. The
enforceability of rights or remedies with respect to the Note may be limited by bankruptcy,
insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted.
The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain
requirements that must be met subsequent to the issuance and delivery of the Note in order that
interest on the Note be and remain excludable from gross income under Section 103 of the Code.
The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has
certified to the effect that the Town will comply with the provisions and procedures set forth
therein and that it will do and perform all acts and things necessary or desirable to assure that
interest paid on the Note is excludable from gross income under Section 103 of the Code. We
have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered
concurrently with the delivery of the Note, and, in our opinion, such certificate contains
provisions and procedures under which such requirements can be met.
501590.1 019513 CERT
In our opinion, the interest on the Note is excludable under existing statutes and
court decisions from the gross income of the recipients thereof for federal income tax purposes
pursuant to Section 103 of the Code, and under existing statutes interest on the Note will not be
treated as a preference item in calculating the alternative minimum tax that may be imposed
under the Code with respect to individuals and corporations. In rendering the foregoing opinion
we have assumed the Town's compliance with the Arbitrage and Use of Proceeds Certificate.
Further, in our opinion, under existing statutes, interest on the Note is exempt
from New York State and New York City personal income taxes.
Other than such record of proceedings, we have not been requested to examine or
review and have not examined or reviewed the accuracy or sufficiency of any additional
proceedings, reports, correspondence, financial statements or other documents, containing
financial or other information relative to the Town, which have been or may hereafter be
furnished or disclosed to purchasers of the Note and we express no opinion with respect to any
such financial or other information or the accuracy or sufficiency thereof.
The form of the Note is prescribed by Schedule B,2 of the Local Finance Law of
the State of New York, but we have not examined the executed Note.
Very truly yours,
501590.1 019513 CERT
v~tt=. ,
YC - -
_ - - ~
t ~ , a
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'1 No.3 PAID$ 401~,~0~0 - $1,000.000 ~ J
~ UNITED STATES OF AMERICA"~~~~~N
~T~`~ III lam`
STATE OF NEW YORK ~pa~~~ ~
COUNTY OF SUFFOLK -
Imo. ~ TOWN OFSOUTHOLD ~ (pI~O~~
-
BOND ANTICII'ATION NOTE FOR FISHERS ISLAND FERRY DISTRICT-2004 ;
I
a . 3~
The Town of Southold, in the County of Suffolk, a municipal corporation of the Stale of New York, hereby - I
acknowledges itself indebted and for value received promises to pay to the bearer of this No[e, or if it be registered, to the
registered holder, the sum of ONE MILLION DOLLARS ($1,000,000) on the 10th day of June, 2005, together with
~I
_ interest [hereon from the date hereof at the rate of one and seventeen hundredths per centum (1.17%) per annum, payable x
I~ at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America, at I ~
- r.., Bridgehampton National Bank, Southold, New York t ~ j
At the request of the holder, the Town Clerk shall convert this Note into a registered Note by registering it m the sL
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 [o such Town
Clerk with a written transfer of title and such Town Clerk shall thereupon register this Note in the name of [he transferee in I~I - '
_ _ his books and shall endorse a certiFcate of such registration hereon. Such transfer shall be dated, and signed by the li .
registered holder, or his legal representatives, and it shall be duly acknowledged or proved, or in the alternative the signature
~F- thereto shall be certified as [o its gentdneness by an officer of a bank or tmst company located and authorized to do business ~I, t l~;
in this State. I ~ 1'~~'
.r ` This Note is one of an authorized issue, the principal amount of wMch is $1,000,000. This Note 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 i ~
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. I f
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 [he Town Board on July 31, 2001, and amended
on October 21, 2003, authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of the facilities
' of the Fishers Island Ferry District, th said Town, and the Certificate of Determination executed by the Supervisor on June
t.:. ~ 1Q 2004.
This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of ~
Section 265 of the Internal Revenue Code of 1986, as amended.
The faith and credit of such Town aze hereby irrevocably pledged for the punctual payment of the principal of and
interest on this Note according to its terms. I[ is hereby certified and recited that all conditions, acts and things regtrved by
the Constitution and statutes of [he State of New York to exist, to have happened and to have been performed precedent to t
and in the issuance of this Note, exist, have happened and have been performed, and that this Note, together with a0 other
. " ~~j rY D '
I indebtedness of such Town, is within eve debt and other limit escribed by the Constitution and laws of such State. 'j`
I~I IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its I e •'8 I
Supen,•iso:, and its corporate seal (or a facsimile thereof) to be afTixed, imprinted or otherwise reproduced hereon and attested I
by its Town Clerk and this Note to be dated as of the 10th day of June, 2004.
,v TOWN OF SOUTHOLD
°-$e~ (SEAL) ~ ~iF"
?~,c - By c r~ '
Supervisor
_ ATTEST:
+a Q,
~'i ~ ~ownClerk ~ $-r3,',
ray;. I
1,,: w m
o~
~ ~Q
m
"
~ ~ -
REGISTRATION CERTIFICATE
It is hereby certified that the within Note has been registered as follows:
Date of Registration Name of Registered Holder Registered by
452479.1 019513 CERT
D~
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rim .s.. l ~ I 7 ~ t
w
v r" No. R-1 5,000
z~ss
a - UNITED STATES OF AMERICAS ~~p N~~
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD BY ~ ~ ~ 1 O ~aS
G, BOND ANTICIPATION NOTE FOR FISHERS ISLAND FERRY DISTRICT-2005 -r
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 [o pay to the bearer of this Note or, if it be registered, to the
registered holder, the sum of SEVENTY HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($725,000) on the 10th ,
day of June, 2005, together with interest [hereon from the date hereof at the rate of two per centum (2.00%) per annum,
payable at maturity, unless redeemed prior to maturity as herein provided. 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 hoider, the Town Clerk shall convett 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 _ 'i
registration hereon, after which both principal of and interest on this No[e shall be payable only to the registered holder, his
legal representatives, successors or transferees. This No[e shall thenbe transferable only upon presentation to such Town
Clerk with a written transfer of title and such Town Clerk shall [hereupon 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 Ws[ company located and authorized to do business
in this State.
a..
a}-. This Note is one of an authorized renewal issue, the principal amount of which is $725,000. This Note may be '?r
called for redemption, after the giving of at least Tive (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 July 31, 2001 and amended
g:, on October 21, 2003, authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of the facilities
.k. of the Fishers Island Ferry District, in said Town, and the Certificate of Determination executed by the Supervisor on March
1Q 2005.
This Note has been designated by the Town as a qualified [ax-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 aze hereby irrevocably pledged for the punctual payment of the principal of and
interest on this Note accordin to its terms. It is hereb certified and recited that all conditions acts and thin r
g s e aired b
Y
8 9 Y
the Constimtion and statutes of the Stale of New York to exist, to have happened and to have been performed precedent to
and in the issuance of this N t
o e, exist, have h ened and have been erformed and that this Note to eth
er with all other
aPP P ,
B
9k.
mdeb[edness of such Town, is wrthm every debt and other hmd prescribed by the Constitution and laws of such State.
ti' 't
IN WITNESS WHEREOF, the Town of Southold has caused [his Note to be executed in its name by its
Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon
and attested by its Town Clerk and this Note to be dated as of the 10th day of March, 2005.
TOWN OF SOUTHOLD
(SEAL)
c-
BY ~ a~;
Supervisor
`~l~eerlr
~
U T wn Clerk
•'i
~
b
k... a , ~ A. i ' r'..
REGISTRATION CERTIFICATE
It is hereby certified that the within Note has been registered as follows:
Date of Registration Name of Registered Holder Registered by
-
-
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v.
No.l $~so,ooo
UNITED STATES OF AMERICA
_ STATE OF NEW PORK
COUNTI'OFSUFFOLK
TORN OF SOUTHOLD
BOND ANTICIPATION NOTE FOR FISHERS ISLAND FERRY DISTRICT -2004
•`i` ~ The Town of Southold, in the Counry of Suffolk, a municipal corporation of the Slate of New York, hereby PPP~ie
acknoteledges'itself indebted and for value received promises [o pay to the bearer of [his Note, or if it be registered, to the
registered holder, the sum of SEVEN HUNDRED FIFTl' THOUSAND DOLLARS ($750,000) on the 10th day of June, _
2005, together with interest thereon from the date hereof at the rate of two per centum (2.00%) 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 Bridgehamp[on
National Bank, Southold, New fork.
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 Towtt Clerk and endorsing a certificate of such registration
hereon, after which both principal of and interest on this Note shall be payable only to the registered holder, his legal
representatives, successors or transferees. This Note shall then be transferable only upon presentation to such Town Clerk with a
written transfer of title and such Town Clerk shall thereupon register [his 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 [o 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 No[e of an authorized issue, the principal amount of which is $750,000. This Note may be -
called for redemption, aker the giving of at least five (5) days' written notice of the date of redemption by mailing of '
v'~ writtem notice to the original purchaseq or if this Note be registered to the registered holder, and interest shall cease to be '~1°
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 July 31, 2001, authorizing the issuance of
$4,800,000 serial bonds for the increase and improvement of the facilities of the Fishers Island Ferry District, in said Town, and
the Certificate of Determination executed by the Supervisor on December 21, 2004.
This Note has been designated by the Town as a qualified tax-ezemp[ obligation pursuant to the provisions of
Section 265 of the Internal Revenue Code of 1956, as amended. =q
v'
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 according to its terms.
It is hereby certified and recited that all conditions, acts and things required by [he 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 [his 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 Stale.
,r.
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 affixed, impressed, imprinted, or otherwise reproduced hereon and attested by its
Totten Clerk and this Note to be dated as of the 21st day of December, 2004.
TOWN OF SOUTHOLD
',L
(SEAL) c-
By r
Sup ~isor
ATTEST: .ea,
E
2
w
! Torten Clerk ~ ~i. _
f-a
- `
i&'
w a a
CERTIFICATE OF DETERMINATION Bt' THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND
CONTENTS OF THE $75Q000 BOND ANTICIPATION NOTE FOR
FISHERS ISLAND FERRY DISTRICT-2004 OF THE TOWN OF
SOUTHOLD, NEW PORK.
I, Joshua Y'. Horton, Supervisor of the Town of Southold, New Fork (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 bond
resolution duly adopted and as referred to in paragraph 1, hereof, and subject to the limitations
prescribed in said bond resolution, I have made the following determinations:
t. A bond anticipation note (the "Note") of the Town in the principal amount
of $750,000 shall be issued in anticipation of the sale of the serial bonds authorized pursuant to
the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 31, 2001, appropriating the amount of $8,000,000, including
the amounts of any grants that may be received from the United
States and the State of New fork for the increase and
improvement of the facilities of the Fishers Island Ferry District, in
said Town and authorizing the issuance of serial bonds of said
Town in the principal amount of not to exceed $4,800,000 to
finance that portion of said appropriation for which such grants are
not available,"
duly adopted by the Town Board ott the date therein referred to
2. The teens, form and details of said Note shall be as follows:
Amount and Title: $750,000 Bond Anticipation Note for Fishers Island Ferry
District-2004
Dated: December 21, 2004
Ivlatures: June 10, 200>, subject to prior redemption.
Number and
Denomination: Number 1, at $750,000
Interest Rate
per annum: 2.00°-0
Fomt of Note: Substantially in accordance with form prescribed by
Schedule B, 2 of the Local Finance Law of the State of
New York.
4ti610i.1 G(951? CERT
3. The amount of bond anticipation notes originally issued in anticipation of
the issuance of the serial bonds authorized pursuant to the bond resolution referred to in
paragraph 1, hereof, including the Note, is, $4,800,000, and the amount of bond anticipation
notes which will be outstanding after the issuance of the Note, including said Note, will be
$ 4,725,000.
-4. The serial bonds authorized pursuant to the resolution referred to in
paragraph 1 hereof, are for improvements which are assessable.
Pursuant to said powers and duties delegated to me, I DO HEREBY'
AWARD AND SELL said Note to Bridgehampton Natiotal Bank, Southold, New York, for the
purchase price of $70,000, plus accnted interest, if any, from the date of said Note to the date of
delivery thereof and payment therefor, and I FURTHER DETERMINE that said Note shall be
payable as to both principal and interest at Bridgehampton National Bank. Southold, New York,
and shall bear interest at the rate of two per centum (2.00°'0) per annum, payable at maturity.
6. Said Note shall be executed in the name of the Town by its Supen isor and
the corporate seal of the Town (or a facsimile thereof) shall be affixed, impressed imprinted 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 21st day of
December, 200-4.
•
Supen~isor -
156111?.I ~i1951? 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 hate compared the foregoing copy of the
Certificate of Deterntination 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 21st day of
December, 2004 ;and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supen•isor by the resolution cited in
said Certificate and exercised by the Supen~isor has been adopted by said Town Board.
IN WITNESS WHEREOF, I hate hereunto set my hand and affixed the
corporate seal of said Town this list day of
December, 200-1.
~
(SEAL) Town Clerk/
X661 u5.11119513 CERT
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAY'h4ENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New Y"ork and herein referred to as the "Town",
HEREBY CERTIFY" that on or before Decetber 2l, 2004, we officially signed and property
executed by manual signatures the $70,000 Bond Anticipation Note for Fishers Island Ferry
District-2004 (the "Note") of the Town, payable to bearer and otherwise described in Schedule A
annexed hereto and by this reference made a par[ 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 tales 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, Joshua Y'. Horton, Supzrvisor. HEREBY FURTHER CERTIFY that on
December 21, 2004, I delivered, or caused to be delivered, said No[e to Bridgehampton National
Bail:, Southold, New York, the purchaser dhereof, and that at the time of such delivery of said
Note, I received from said purchaser the amount hereinbelow stated, in full payTnent for said
Note, computed as follows:
Price $ 750,000
Interest on said Note accrued to the
date of such delivery -0-
Amount Received ................................................................$7$0,000
Tfi610?.I o19i 13 CERT
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been aftixed this 21st day of December, 2004.
Term of Office
Si natur Eknires Tide
December 31, 2005 Supervisor
(A~~,~ December 3 L, 2005 Toren Clerk
~ (SE:~L)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, are tnie and genuine and that I know said officers and know them to
hold the respective offices set opposite their signatures. /I ~Q
~ ~,_,~1 of ISr~~c1a/{t6w~n~CHA ~l~ rJ~~
i ature) (T' e) ~ (Na~rr
e of B~ankl
~fi(iOS.I U19~l3 CERT
ATTORNEY'S CERTIFICATE.
I, Patricia A. Finnegan, HEREBY" CERTIFY that I am a licensed attorney at law
of the State of New Y"ork, having offices at ~309~ Ddain Road, Southold, New I"ork, 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 Fork and hzrein 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 amtexed 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 lev}' 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 ~'i'ITNESS WHEREOF, I hate hereunto set my hand this 21st day of
December, 200-I.
. t ev
i`
SCHEDULE A
Amount and Titte: $750,000 Bond Anticipation Note for
Fishers Island Ferry District-200
Dated: December 21, 200=}
Dlatures: June lQ 200, subject ro prior redemption.
Number and
Denomination:Number Number 1, at $70,000
Interest Rate
per annum: 2.00° o
r\RBITR.4GE AND USE OF PROCEEDS CERTIFICATE
I, Joshua Y. Horton, Super isor of the Town of Southold, in the County of
Suffolk, New York (the "Issuer"), HEREBY CERTIFI' and reasonably expect with respect to
the issuance of the Issuer's $70,000 Bond Anticipation Note for Fishers Island Ferry District-
2004, (herein referred to as the "Note" or `'Notes"), dated and issued on December 21, 2004, 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
L1. AuthoritYof SiQrtatory. 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. Puroose 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 fltture 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 L148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certitcate is executed and delivered as part of the record of
proceedings in cotmection 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.
13. 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 pm~ate activity bond under Sections 103 and l4l 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 gowenmtental obligations have been sold
fewer than 1~ days prior to, or will be sold fewer than 1~ days after, the sale date of the Note,
pursuant to a conunon plan of financing which are expected to be paid from substantially the
same source of funds as the Note.
L~. No Federal Guarantee. The Issuer represents and cotenants 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 dte United States
Treasury or in obligations issued pursuant to Section ? 1 B(d)(3) of the Federal Home Loan Bank
Act, as amended by Section ~11(a) of the Financial Institutions Refomt, 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 pa}7nent 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 "federalh~ guaranteed"); and
(ii) No portion of the ~ oss proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payTnent 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 Infommation. The Issuer will provide such other infomtation as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
L8. Non-Purpose Investments. Not more than ~0°'0 of the proceeds of the
Note are being im'ested in im~estments not acquired to camp out the governmental purposes of
the issue at a guaranteed yield and having a teen of 4 years or more.
1.9. [RS Information Re orp
tin;. The Issuer will make a timely filing of the
appropriate IRS Form 8038-G or 8038-GC.
.ARTICLE
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 adopted by
the Town Board on July 31, 2001, (the '`Resolutiori~l, as referred to in the Certificate of
Determination executed by the Supen~isor on December 21, 2004.
(b) For purposes of this Article I[ the temt `'proceeds' means the net amount
(after payment of all costs and expense, 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 fur the
increase and improvement of the facilities of the Fishers Island Ferry District, in said Town ("the
ProjecC'), as firrther described in the Resolution.
2.3. Use of Proceeds. The proceeds of sale of the Note will be used to provide
original funds for the Project.
2.4. Ownership; LeaseiSale. 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 invoh~e
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 constihtte net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $x,000,000 of the
proceeds of the Note 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 Note used directly
or indirectly in a trade or business carried on by a person other than a stale or local
governmental unit ("Private Use"), will nut exceed l0°~b of such proceeds in the event that more
than 10° o of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to he dem~ed from payments, whether or not to the
Issuer, in respect of property or borrowed tnoney used or to be used for a Private Use.
2.7. UnrelatecL'Related Dispronortionate Use. No more than 5°,0 of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of ttte property being financed, including any private loan financing described in Section 2.~
which meets this test. For purposes of this Arbitrage and Usz of Proceeds Certificate, proceeds
of the Note are allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a governmental use and proceeds of the Note are allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which are to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the govenmental use to which such Pm~ate Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the 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 tehich provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions offal, (b) or (c) below:
(a) for contracts which provide compensation for each annual period based on
a periodic fired fee, a capitation fee or combination thereof, (i) the contract has a term (including
renewal options) not exceeding five years; (ii) the issuer may temtinate the contract. without
penalty, at the end of any three year period, and (iii) at least ~0° o 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 1~, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty)
at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 1>, 1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal options) not exceeding hvo 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 ser~ices for a specified
period, provided the quantity and type of sen~ices actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollar amount for services rendered
during a specified period of time (i.e. $XX per month) which amount may
automatically increase according to a specified, objective, extental
standard; and
(iii) "per unit fee" means a stated dollar amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9. Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.~ above
and loans to state or local govemmental units) exceeds $x,000,000, at least 95°% of the net
proceeds of the issue (as defined in Section Li0 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that are [o be used to make loans, will have
been used within 3 years of the date hereof to make such loans. The pa}vntent of legal and
underwriting costs is not contingent and at least 9~°jo of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10. Outuut Facilities. No more than 5 ;'o of the proceeds of the Note are to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $x,000,000 or ~°~o of the proceeds of the Note are to be used (directly or
indirectly-) for the acquisition of a nongowentmental output facility.
ARTICLE III
ArbitrageiRebate Exemption
3. L 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 accomplislunent of the Project, and the amount of such commitment(s) with
respect to such Project will or do exceed the amount equal to ~°'o of $7.10,000, 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, constmction or accomplislunent ofsuch Project will proceed or is
proceeding with due diligence to completion.
(c) It is reasonably expected that at least 81 percent of the net sale proceeds of the
Note will be expended within three years from the date of this Certificate. No more than 10
percent of the proceeds of the bonds will be invested in nonpurpose investments with a term of
four years or more.
3.2. Rebate. The Note is not subject to the rebate requirement imposed by
Section 1-48 of [he Code because:
(ij the Issuer is a governmental unit with general taxing powers;
(ii) the Note 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 Note is to
be used for local govemmental activities of the Issuer; and
(ie) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expects that the aggregate face
amount of all tax-exempt bonds issued by the Issuer during the current
calendar year will not exceed $1,000.000. For purposes of such
detemtination, no tax-exempt obligation shall be taken into account if it is
a current refunding obligation issued in the calendar }'ear in which the
Note is being issued which does not exceed the outstanding principal
amount of the obligation to be refunded.
3.3. 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.
3.4. Source of Repayment Funds. The Note will bz paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.1. Debt Sen~ice Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt sen~ice fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. P.ny 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 Stich fiord for
the immediately preceding year or one-twelfth of the debt service on [he Note for the
immediately preceding year.
3.6. SinkinK Funds. Except for the debt service fiord described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similar fiord which the Issuer reasonably expects to use to pay principal or interest on
the Note.
:\RTICLE IV
Bank Qualification
4.1. Desienation. The Note is hereby designated as a "'qualited tax-exempt
obligation" pursuant to the provisions of Section 26~ of the Code. [n making such designation it
has been determined that:
(i) the Issuer does not reasonably anticipate that the amount of `'qualified tax-
exempt obligations` to be issued by the Issuer during the current calendar
year will exceed $10,000,000; and
(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 21st day
ofDecemb~er, 200<I.
i
Supervisor
•
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NE~4' YORK )
:ss:
COUNT4' OF SUFFOLK )
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called
"Toa n
2. ThaC with respect to the contract of sale of the Note of the Town described
itt the Certificate of Determination executed by the Super'isor on the 21st day of December,
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 pa}nnent 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 l8 of the General Diunicipal 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
atmexed hereto and by this reference made a part hereof.
~J Town Clerk
Subscribed and sworn to before me
[his 21st day of December, 2004.
Yr
otary ublic, State of New York
LYNDA M. SOHN
NOTARYNo.OtI8060?0932 ewYork
Quallhed in Suffolk County
i Term Expires f<inrch 8, 20 _l
~1661pi.1 019113 CERT
SCHEDULE_~
1. is a stockholder of the Purchaser owning or controlling,
directly or indirectly, less than fine per centum (~°o) of the outstanding stock thereof but no
disclosure of such interest by said officer is required pursuant to said Late.
2. has an interest in the Purchaser solely by reason of
employment as an officer or employee thereof, but the remuneration of such emplo}rtnent 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 perforntance of any such part of such contract.
3. ,has publicly disclosed the nature and extent of such interest
in writing to the governing boazd of the Town. Such written disclosure has been made a part of
and set forth in the official record of proceedings of the Town.
afibius.i oi9;i3 csar
~ ~
SOUTHOLD TO~'~~ BOARD
PUBLIC HEARING
July 9, 2001
1:00 P.M.
HEARING ON THE FISHERS ISLAND FERRY DISTRICT BOND
Present: Supervisor Jean Cochran
Justice Louisa Evans
Councilman William D. Moore
Councilman John M. Romanelli
Councilman Brian G. Murphy
Councilman Craig A. Richter
* +
Town Clerk Elizabeth A. Neville
Town Attorney Gregory F. Yakaboski
SUPERVISOR COCHRAN: [would like to call the opening of the hearing held here by the Southold
Town Board on the Island of Fishers and [would like to do introductions and this hearing is in the
matter of construction of a new and expanded ferry terminal for the Fishers Island Ferry District. At
this point, [will do introductions and then we will have the official reading of the notice and we will
proceed from there. [ am Supen~isor Cochran and on my left I have Deputy Supervisor Brian Murphy,
our Town Clerk Betty Neville, our Judge and Councilperson Louisa Evans, our Councilman Craig
Richter and our Cowtcilman Bill Moore. On my right I have Town Attorney Greg Yakaboski, I have
John Cushman, Comptroller, I have Bob Smith and Jerry Fernandez, from Hawkins, Delafield and
Wood; they are the fact finders of our bond counsel At this point, we will have Bill Moore read the
official notice. I am sorry, Bill, may I please; Chip, would you like to introduce the members of your
Board?
J. REYNOLDS dUPONT, JR.: I think you all know who I am; [ am the Chairman of the Board. [
have Keith Neilsen, sitting in the front row with me, our engineer for this project; Billy Abbots, behind
him-Commissioner, George Esher, Commissioner; Tom Doherty, Commissioner; we have Mark
Easter, captain of Marine Operations Manager in the third row and Richard Smith, Robinson and Full,
in Hartford is our Connecticut attorney who helped us get permits for this project and Phil Knauff,
Nina Schmidtt, Clerk from the Ferry District Office.
SUPERVISOR COCHRAN: Thank you, Chip. After Bill does the official reading, we will do a
presentation of the project and then we have some information probably from bond council and from
the Comptroller and with all that input then we will go to the open part, the pt'os and cons in relation to
the project.
COUNCILMAN MOORE: NOTICE IS HEREBY GIVEN that the Town Board of the Totvtt of
Southold, in the County of Suffolk, State of New Fork, will meet at the Fishers Island School
Fishers Island in said Town at 1:00 o'clock P.bl. (Prevailin¢ Time), on July 9` , 2001, for the
Juh-t~. ~nol
Public Hearing-Fishers island Fen'} District
purpose of conducting a public hearing to consider the increase and improvement of facilities of the
Fishers [stand Feny Distict, consisting of the construction of a Hera and expanded ferr} terminal in
New London, Connecticut, at an estimated maxinumt cost of $8,000,000, to be tinanced by grants from
the United States and the State of Nevv fork and by the issuance of obligations of the Town in an
amount not to exceed $4,800,000 at any one time. At said public hearing, the Town Board will hear all
persons interested in said subject matter thereof concerning the same.
t1'e have aftidavit of publication in the legal advertising clerk of the day newspaper, the hat e proof of
publication on the Town Clerk's bulletin board, proof of publication in the Sufti~lk Titnes, the official
newspaper of Southold Town; proof that it was posted within the district on tite conspicuous public
places and also proof of affidavit of mailing by first class mail to each owner of real property in the
district subject to the assessment of levy and collection of amounts equal to the principal of and
interests on the obligation when due and payable. This publication proves that such was all done not
less than l0 but more than '_0 days prior to this hearing. Affidavit of publication in the Suffolk Times,
affidavit of posting and that is it.
SUPERVISOR COCHRAN: Thank you, Bill. You have heard the official reading of the resolution in
the matter of construction a new and expanded ferry terminal for the Fishers Island Ferry, District. At
this time, Pv1r. duPont will be doing a presentation. Thank you.
J. REYNOLDS DUPONT, JR.: Only because I am so expert on this matter, [ am going to call on
Keith Nielsen, our engineer from over in Connecticut to come up and explain what this project is all
about. It is going to take about 10 or 15 minutes, Keith knows this inside and out, he lives and
breathes the ferry district. We have all been living with this project, if [tried to explain it to you, [
would leave something out. So, with no further ado, Keith Nielsen from Docko, Inc.
KEITH N[ELSEN: Good afternoon, my name is Keith Nielsen, I am a licensed professional engineer
in Connecticut and New York and Rhode Island and I have been consultant for the Ferry District on
port and terminal rehabilitation and expansion issues for the last 10 years artd so the plans that we are
going to talk about today are plans that have been developing over that period of time. And basically,
eve are going to be doubling the size of the terminal in Nevv London from 'io of an acre, to an acre and a
half. [t will imoh~e the constmction of 700 feet of sheet piling, 30,000 cubic yards of fill, paving,
grading, drainage, lighting, a new terminal building and working facilities, very good facilities and
ramps for the actual interface between the ferry and the ramp side. And so, the plans that we are
looking at today represent the complete line of documents that were submitted to the DOT, the Corp of
Engineers and the Department of Environmental Protection, the city of Nevu London about a month
ago and the reason for this is they all have to verify compliance with the various permits that were
obtained over the last decade and make sure that the terminal expansion complies with all the
provisions of the various permits. The documents started off with an overall boundary survey of the
ferry districts property, the Town of Southold's property, l0 acres in New London and it shoves the
existing terminal facility in the far or right corner representing the existing 'ia of an acre site, [t also
shows the varying wharves and as most as you know, the New London walkway goes right down the
back of this property line with two projected piers out over the old wharf. The next hvo sheets show
the site plan that was approved by the City of New London in 1993 and they are not in a great deal of
detail but they are the geometric basis of everyThing that you see now in the proposed construction
project. And we can go back to those if you would like to discuss them later on. The next plan
represents easement plan that the Feny District and the Town have worked out with the city of Nety
London for cooperative development of the waterfront that benefits everybody. We have
superimposed on that plan the walkway that runs from the back of the Ferry District property and
Juh rJ. Z001 • ~ •
Public Hearing-Fishers Island Fem' District
Height building over to the Coast Guard pier and shows the Amistad (ship) and children's ocean front
habitat here, highlighted in yellow. Next page I don't imagine will draw a lot of interest, it is an index
and notes and then the get to the basic meat of the drawings, which we start off with the existing
eimditions plan showing the locations of all the dolphins, the three ratnps. This is the east ramp, which
is no loner utilized but will have to be reactivated on a temporary basis while one of these hvo ramps,
the Mumtatawket ramp is decomtttissioned as the construction progresses from west to east It also
shows the railroad tracks and the infamous State Street crossing and the new geometry for the
waterfront public park. This drawing shows the pruposed geometry of the new site with actually 6~0
feet of steel sheet pile bulkhead, modified wood pier at the north end, the eventual disappearance of the
east ramp, new ramps for the Race Point and Mumtatawket, anew dolphin contigut'ation for safety
and ease of berthing for boats, the terminal building. Ever thing that is shown in light gna}' is
pavement for either public access along the walkway on the east side of the terntinal or pavement for
the vehicles that will arrive and depart from the terminal. We have room for approximately 60 to 80
vehicles, depending on the size and where we are able to store them. But 60 to 80 vehicles on site,
which accomplishes the major purpose of this project or i should say, one of the key purposes of [his
project early on and that was to free up congestion on State Street and allow people to safely access
and await transportation to Fishers Island and to safely get out of the site once their boat arrives. [t
also has parking spaces down on the west of the border, so that people waiting to pickup or drop off
passengers will not be confounding traffic tnovements at the entrance to the site. The freight building,
which currently exists in this area, as you can see, will he removed. That is one of the last elements of
the project and there will be a small landscaping strip along the west edge of the property adjoining the
New London waterfront park, which is shaded in gray. This is all on sheet C2 of the .i0"% documents
and it is titled 'Proposed Terminal Layout'. The next couple of drawings deal with the phases that we
anticipate encountering here on this project. Because we can't completely install sheet piling around
the site without wiping out both operational feny slips, we have to build this project in a way that
allows us to take away the Munnatawket slip first, leave the Race Point slip active and utilize the east
slip as, or reactivate the east slip as a second point of access, while the south and west phase of the
bulkhead are built and the new ramps and dolphins for berthing are installed. After this is done and the
two ramps become operational we will immediately proceed to finish off the east phase of the
bulkhead wall, wrap around the north side of the existing stone pier and maintain operations off the
new slips. There will probably be no paving during this part of the project because we are anticipating
that there will be some settlement in the fill that is placed because of the boggy conditions at the site
and we want to have a while for that to stabilize before any pavement is put down. So this phase II is
sheet 3.4 of construction drawing. Sheet 3B shows the configuration oY'the various types of dolphins
that are going to be utilized on the new site. They have different functions, we have the two-sided
fender arrangement in the center line in behveen the two slips, we have 7 pile and l3 pile dolphins at
strategic locations along the slips for tendering and for berthing time out points. Sheet C4 shows the
demolition plan, these are all the facilities on the current site that will have to be removed in order for
the new facility to be built. As you can see, it includes taking out both existing ramps, ultimately
taking out the temporary and the existing, as well as the existing east ramp, modification to the wood
pier of the north end, removal of the freight building and septic system associated with it, excavation
through the rubble revetment at the south west comer, that is the point where the new sheet piling will
tie in. You can see very faintly around the perimeter, the new sheet piling alignment, so the demolition
actively includes all of those facilities,which have to be removed. The next sheet, C~, shows the
location of borings and pre-designed exploration that was done on the project and in the specifications
and engineering reports that were sent over earlier last month, there is a full description of boring log
and the material that was found which have been analyzed by a testing lab to deterniine certain
(inaudible) for the project. C6, shows the ultimate grading and pavement plan for the site, the
Public Hearing-Fishers Island Ferry District
existence of a new terminal building will be approximately two feet higher than the ground at the
current launch area tight now, the current ramp area, l should sal', It gill he graded away sn that water
tows awav from the terminal in all directions, there will be a little special grading around the ramps so
that the ramps do not accumulate water, the water will be ushered out to the edge of the bulkhead and
between the tamps and on either edge and there will he a perimeter drainage collection; that was a
requirement of the DEP penniC to minimize the saltation and sedimentation in the river. On sheet CBa,
we have some miscellaneous table and grading details and we go on with various plans and protiles of
dte peripheral drainage system. And if any of you have any specitic questions on Chis later, [would be
happy to talk to you about them. On sheet C7, we have the new utility plan, most of you hay e probably
noticed during the course of the spring and last tall that there was some construction in the Vicinity of
the State Street driveway access point. ~y'hat we were doing at that point, was creating a new utility
access points for this ferry' terminal. y~'e brought in electrical sen-ice trom the south end of the Cross
Sound Ferry system, we had modifications to the telephone vault at the far north-east corner of the
access driveway and we put in a conduit into the existing storm drain system for New London. This
will ultimately be a point of the pump sewage discharge system for the terminal. It won't be going in
the drainage pipe, it will be going through the drainage pipe and hooking into the sewer system for
New London up here at the State and Water Street comer. Water piping has been installed, six inch
line down here near the middle of the site and will be brought up to the terninal building in somewhat
of that direct configuration to the mid-point of the building. And as [mentioned, that was sheet C7.
C7a has details of the various utilities and again if you have any questions, we can go over that at a
later time. Sheet C8, we have the new marking scheme for the temtinal and it highlights the vehicle
staging lanes, handicapped parking access, truck storage area and this is for truck oft=loading, that
can't be accomplished through the tear-drop turnaround, storage for dollies, pallets and so on, a sterile
area over here to provide safety for project parked vehicles over here and a painted divider to help
direct and orchestrate traffic. This will have traffic entering in acounter-clockwise direction, the
vehicles will pull into the staging lanes, either directly in front of the temtinal or down here farther to
the west depending on which boat is being used, leaving an open tear-drop turnaround which is sized
for highway vehicles, W V » highway vehicles and fire equipment has a clear access to the lane all the
way around the terninal for any kind of emergency response. Sheet C8a has some various markings
design details, C9 is our landscaping and there is very little landscaping on the plan, obviously the real
objective here was to maintain as much of an open vista as possible so that nothing is precluded from
the public out here trying to gain access visually to the harbor. This plan ttow shows our fencing
layout and we have just a couple of different types of fencing on the project. One is a perimeter
separation fence behveen the walkway, the public access walkway, the boardwalk for the city of New
London and the site. That will be installed by the city of New London when [hey tinish this part of the
walkway project. Then we have a safety railing which will run around the bulkheaded perimeter, too
but not including in front of the ramps and will pick up again on the other side and come all the way
back to the existing city property on the north side. In front of each ramp, there will be removable
sections and the section along this east faced bulkhead will also be removable since those femes are in
for some kind of operational maintenance every hvo weeks or so, they will be tied up along this east
face and when they are tied up for maintenance, this area will be closed for public access and the rails
will be removed so that the crew can have access to the sides of the ship for whatever purpose they
intend. There will also be some removable fencing system along the entrance to allow the site to be
secured at night when operations cease. Sheet C l0a shows the detail of the fencing and the railing.
One thing that [would like to mention, that I should just mention briefly, there is a wood guard rail
installed about 8 feet in from the east and north-east face of the bulkhead, the purpose of this is to
allow public access without having die public interfere with vehicle operations and to provide a
physical barrier to separate vehicles from public access points. So it was a state concern and that is
Julv 9, ~OUI ~ ~
Public Hearing Fishers Island FetYy District
how ++e intend to pru+ide that segregation. There is a detail of that +vood ward rail on this page l0A
CII sho+vs the electric lighting layout and there will be prominent spotlights located around the
perimeter of the sight +vith local spotlights on the terminal buildin<< itself to pt'ovide accurate
illumination of the site for night time operations. Sheet C l3 shuvvs the ramp, lift and counter balance
system which the corner ramp currently has the same system that +vas installed three years ago, it has
been operating well and the crews like it, [think that it is a lower ntaintenancc item, t should say that it
is lower maintenance and implications in the long run and provides adequate counter balance and
lifting points for the ramps for whatever operations or maintenance needs should arise. Sheet C13
shoves the plan and elevations of that ramp system. There will be telescoping ends on the new ramp, [
should say telescoping ends on the railing on the new ramp to provide operational clearances for the
femes you have to provide adequate safety for the patrons walking back and forth across the ramps.
y1'e will have two undergt'ound tank systetns installed at the project. One being for fuel associated
with the operation of the fem and the other being for waste oil associated vv'ith maintenance operations
from the ferry. The waste fuel system is at the far south end of the building. The fuel will be under the
notch west corner of the parking lot, sidewalk on the west face of the terminal. Sheet C15 has utility
details including water and sewage and various drainage piping. Sheet Cl6 shows the existing wood
pier at the north side of the terminal site and how it will be modified and what it will look like at the
end of the project. [t will be roughly two-thirds of its cutrent size but largely retaining most of its
current timber structure with a new set of supporting piles and timbers right along the face of the new
bulkhead. Sheet Cli; shows the new tender alignment and the dimensional criteria for a layout of
those tenders and you can see that we have three different types here, seven pile dolphins constituting
most of the work, 13 pile dolphins for tender plan tidal point and then pretty hefty tender system in the
middle of the common slip area, designed so that we have basically one line of piles that will not allow
' individual piles to be exposed to the impact Yorces of the ferry, it should provide a nice transition
surface. Next, we get into the architectural part of the program, these drawings represent a
considerable improvement in the building facilities site since we will have access for a ticket lobby
through the main doors with a small waiting lounge and restroom facilities inside, a freight, storage
and delivery area. Now, this is the west elevation. This is what most of you will see from the New
London side when you are looking at the terminal We have got a notch elevation also, [will get to
that on the next page. This is the east elevation, which y'ou will not generalty see, it is the back side,
the working side of the building. And this is where the freight elevator, the lift will be, this is where
the trucks will pull in if they have somewhat of a delay in oft=loading materials and such and access to
the shop will be outside. A small balcony (inaudible). We have tried to make sure that this building
was in keeping with the downtown esthetics of New London, historical perspective was what the
desired downtown for the overall look of the downtown area and }'et as economical as possible, to
provide real benetits in operational work space. The Parks office will still be the same size as it is now.
This is the north face of the building and the windows that you are looking into there go into the freight
storage area. At the south end, we have an overhead door so that the equipment utilized in day to day
operations can pull in there for maintenance or for bringing in any equipment that has to be maintained
as well You can see that there is a porch on the west face, when you are accessing the site and yet the
overhead lookout area is cantilevered and will not have any kind of ground constraint that would
preclude ease of operations on this side of the building. We have some basic floor plans which we will
show you the lay-out first of the ticket lobby downstairs, the interaction between freight and passenger
ticket operations, the two restrooms, the shop area, the freight area-this is the north, by the way. This
is sheet ALl and then on the second story, the crew changing area, upstairs storage and an upstairs
lobby area. The conference room and Fishers Island Ferry District office areas and an office, I don't
really believe that it is called an office but it is an area where New London Police will have access to
the building. So, you don't have a presence by the police department on a regular basis, but they are
.lulu r>, ?001 • 6
Public Hearing-Fishers bland Ferry' District
just here for security. On sheet A3.1, tt'e hate some sections through the building, tahich are really
Wrote building code compliance related and show headroom and overhead storage and utility area.
Then moving on to the structural drawing, [ know a lot of you trill not be interested in this but this is
really interesting to ?te, this is where we have our tie back system for the bulkhead and some of the
structural detail necessary to make the system work. The fill diagram which show not only the anchor
tie back system for the chief piling but alto the till placement strateg}' which is complicated a little bit
by the organic silt that lie; on the bottom of the harbor. Then the have some column layout plans. And
this is the grading, reinforcement area for distributing loads from the building to the concrete slab and
the pile foundation and there is the roof plan. irv'e have also got some very slight colorized pictures of
the site as tee envision it will look when this project is finished and 1 hope that you will all have a
chance to look at this throughout the presentation becawe when it is done, the building will be quite
nice looking, it will be a benefit to the downtown area. Y"ou certainly will enjoy the increase in the
facilities and passenger convenience for the terminal and [think that you will all find this to be a
welcome and much needed facility. That completes my presentation, are there any questions, I would
he happy to answer them.
SUPERVISOR COCHRAN: [f I may, do we have any presentation from bond counsel?
BOB SM1IITH: Good afternoon, my name is Bob Smith, [ am a partner in the law firm of Hawkins,
Delatield and iNood in New y"ork. W'e are the bond counsel for the Town. By way of background:
bond counsel generally is a special counsel who consults, with whom the Town will consult in issuing
bonds, issuing notes or doing other things related to Town finances. Therefore, the are generally
involved in projects such as this one and what I have been asked to do is give a brief background, it
will just be a couple of minutes, about ruby we are here today and why we are having a public hearing
and what are those legal processes to get the whole project approved and off the ground to enable the
Commissioners and the Town Board to go ahead with the project. The Fishers Island Ferry District,
exists and was established pursuant to official act of the State Assembly, the State Legislature in 1947,
so therefore, it has its own rules which basically are that the district can exist for the purpose of
providing Eery service, acquiring equipment, operating, etc. and it also can finance improvements by
issuing bonds or notes. Having said that, there is a special statute that applies to this district, certainly
there is a relationship between the district and the Town Board of the Town of Southold because it is a
district of the Town of Southold. Therefore, certain general Town law provisions apply here also. For
example, in section 2 of ZB, Totvn Late, which authorizes the increase or improving of facilities of a
district and that is what we are operating under here for this purpose. The first step really, in that
process has already happened which is to review the project and review the environmental impact of
the project and also publish a notice of the public hearing to be held at a time specified by the Totten
Board and this is the time fight now. After that, the process goes on following discussion, following
infotntation that the Town Board has determined to go ahead with the project, there would be a
resolution approving the project as well as any bond resolution authorizing the issuance of bonds or
notes to the Town to finance the project. There have been a number of permits also, to date, tiom
various jurisdictions, one of which is Connecticut DET, the city of New London and I guess the Anny
Corp of Engineers also has approved the project. We will get to the public hearing today, following
this whole hearing there will or will not be a determination to proceed with the project. At that project,
the bond resolution is the final piece of the puzzle as far as approving the finances. That must be
approved by a ttvo-thirds majority of the Totten Board, we need four votes in favor. Following a
determination to go ahead with the project, financial decision would be made by the Town Board in
conversation with financial statt~ at Town Hall, as well as financial advisors the Town routinely
engages for this purpose. And at that point, there would be a determination as to whether or not to
,lulvrt.3001 ~ 7
Puhlic Hearing-Fishers Island Fem' District
proceed with issued indebtedness, how much of that indebtedness should be incurred, for tchat terns.
Ohviously, that would he subject to some extent to the interest rate, environment and other financial
considerations, attd also the amount of grant funds that will or not be received in connection with the
project I think the Commissioners and financial people will discuss in a little bit more detail but if
you have seen the notice of the hearing today, there is a reference to a certain general numbers with
respect to either expected irr hoped for grants. Those amount; obriousl}' are not guaranteed to
materialize but once there is a tine understanding of how much grant money is availab{e, there can he
a determination as to how much can or should he issued in indebtedness and our tirnt will give a legal
opinion approving the bond issue when that does happen, which is why we are invoked in the process
to make sure that things are happening according to the local law and ever}Thing. I think that is about
all that we can say about the procedure at the moment I think t.'e turn it over at this point back to the
Supervisor and I expect some more discussion of finances.
SUPERVISOR COCHRAN: I would like to introduce our Town Comptroller, John Cushman, he has
some infomtation he will share with you in relation to the expected impact.
JOHN CUSHMAN, COMPTROLLER, TOWN OF SOUTHOLD: Thank you, Jean. I am going to
pass these out, [don't want to jump the gun here to put the horse before the apple cart. The bond
resolution that the Board is going to consider is going ro authorize a total expenditure of $8 million.
The debt schedules that are being handed out now reflect hvo things, what .ve expect to bon'ow to pay
for this $8 million project and what we could possibly borrow to finance this $8 million dollar project.
The first schedule is what the expect, the expect to treed to spend $8 million. The notice has grants in
there that total over $9 million. That would be a teat thing to happen because it would be no cost to
anyone of us, to any of the taxpayers to finance this project. We realize that probably is not going to
happen. More reasonably, we expect grants to range about million. Total cost or total borrowing
then at $3 million. That top schedule reflects a $3 million borrowing. The first column to the right of
the year is the total debt service for the year. The second column is the tax rate per $1,000 assessed
valuation. That means that if your assessed value is $1,000 on your piece of real estate, your taxes
would be in that column. We have taken the one that is further. We realize that most assessments
aren't $1,000; we used an average of about $6,000 assessment So the average home that is assessed
at $6,000 the tax impact per year is in the far right column. The first year would be $214.00 per year,
the last year would be $146.00 a year. The second schedule on the flip side is how we arrive at those
debt sen'ice figures, how we arrived at the first column. [t is merely a principal and interest schedule
on the back of the preceding page. The second sheet shows the maximum impact. That would mean
that if the Town needed to borrow $4.8 million to finance the project, this shows the impact on the
Town. Behveen $329.00 for an average homeowner for the first year, $203.00 for the last year. Okay?
SUPERVISOR COCHRAN: At this time in the hearing we finished the presentation and we will know
go to statements, questions; both pro and con and they will be directed through me and I will distribute
them where they have to go. Sir, you have a question.
INAUDIBLE SPEAKER FROM AUDIENCE: I am a property owner on Fishers [stand. [n regard to
the schedules you handed out, is this for properties in the entire Town of Southold" Or is this just for
properties here?
UNIDENTIFIED: These figures represent the tax impact on the residents of Fishers Island. This is a
Fishers Island Ferry District project and the residents of the Fishers Island Ferry District will be
responsible to pay the debt sen~ice on the bond.
Public Hearing-Fishers Island Ferry District
SUPERVISOR COCHRAN: Would anyone else like to address the Town Board, either pro or con or
just a question to be asked, we certainly' will by to answer it.
A(R. DUPONT: [just want to add one thing, I don't have question-I am obviously pro this project. l
wanted to let you know, [spoke to our consultants in Washington this morning, as tar as our quest for
tunding. the House of Representatives sub-committee and Transportation appropriations has
earmarked for the Fishers Island Ferry District for $~.l million. A year ago, that particular Committee
gave us zero so we are tvay ahead of the curve on this one. Thursday, the Senate is going to discuss
this in their sub-committee. All you folks who know their Senators, give them a call. "the last thing
that they want to hear before going into that meeting is Fisher, Island. At work last year, they got us
$1.3~ million. I am expecting it to be goosed up to S3 million by the Senate and then they will have a
joint conference in September Also, we are currently negotiating with the State of New York; which
is budget-less and will soon have a budget and we going to be in that. y~'e hope either in the amount of
$2 million for one year or $1 million for each of the next hvo. That puts us into the, as John mentioned
earlier, our grcants are totaling in the public notice more than we can spend. We don't expect [o get the
full amount but those requests are in and there are some results and it is working out very well for us.
SUPERVISOR COCHELaN: We have the bond counsel has a little bit store to answer your question.
t~tR. SMITH: Just to make your (inaudible) As kind of a technical matter, John Cushman just pointed
out, the bond expectation of tinancing the bond through assessments on residents as reflected in
charges. Technically, the district cannot issue indebtedness on its own. And that is what [kind of
alluded to before, the relationship between the Town and the district. It is a district of the Town, the
Town will issue the indebtedness and not the district. The Town can issue this on behalf of the district,
the full expectation is and the full expectation is that there will be assessments sufficient to pay the
debt sen~ice. As a technical matter, if there were not suftcient assessments, then the kind of fall back
position, the bonds are paid by the Town; as a general obligation of the Town of Southold. So that
should be made clear although it is quite certain that this will all he paid from assessments.
INAUDIBLE: Another two pats question, how do the revenues of the district play into your
calculations? That is the tirst one. Secondly, we recently completed a big project at this end of the
ferry operation, I am not quite sure where we stand with the contractor. Can someone clarify, does this
project have any bearing at all on the New London project, how the ferry is perceived in the overall
financial picture (inaudible).
bIR. DUPONT: The project here in Fishers Island, which took a little bit too long, that goes without
saying, it gave us a learning process. I can assure you the same contractor will not be involved in the
New London project, vve are sending him off to New Jersey. The contract will be by statute,
Connecticut statute and also New York statute, will be let out to varying contractors and bids will be
received. We have done our homework on those, there is apre-application process which is in the
works at the moment. The obligations basically for reimbursing the bonds that will 6e issued and
tinancing the interests costs will be through varying degrees of the tax levy which goes in our annual
budget which will be coming in August. And our budget hearing and also rate increases will be
anticipated. A few years ago when this project was going to come on line, when we had our rather
large rate increase as we hadn't had one in about eight years, figure there is going to be; at least we are
anticipating there will be another increase, it will be about eight years from now and it will not be quite
the magnitude of what the last one was. So it will be a bit easier on everyone if the rates go up slowly
Juh soot ~ e •
Public Hearing-Fishers Island Ferry District
(inaudible) hace to live with each other'. I like it here and I ~t'ould like to continue working here.
And [hose are the vehi. es, responding is high)}' important for us, as John indicated, $3 million as low
and $~M1.S milliun as high. [would like to think that the federal goccrnment is going to give us so much
money that tre wouldn't spend very much. It is a wish, but the arc working hard at assessing that.
SUPER~'[SOR COCHRAN: Does that answer your question°
AfR. C'USH[tl:aN: [just wanted to add something. when the prepared these debt schedules, we did not
anticipate using any operation. ferry operation tees. to service the debt Su the figures that you see,
expect a' anticipate that the tax payer is going to carry the full bill on the debt service.
UNIDENTIFIED: So if ferry tees are increased, rents are increased somewhere else, then that
wouldn't reduce the effect on the taxpayers at all'?
DICK KENNEDY": I am Dick Kennedy, property otemer on Fishers Island. [would like to thank the
Town Board for coming over and holding this hearing for us. 1 would like to thank the Commissioners
for all the work that they have done. I think it is only a safe assumption that we get the maximum
bond issue and the maximum assessment on (tape change). 1 would like to know if when we arrive in
New London, are we actually going to be able to get on the feny° Without wahine 3 to 4 hours° I see
nothing in these plans that would allow for an increase in the number of feeTies to accommodate
commercial traffic (inaudible) with respect to that.
hIR. DUPONT: Dick, thank you for your letter by the way, there are always difficulties getting traffic
from New London to Fishers Island. We wish not to inconvenience anyone, that is something that we
wrestle with daily. This weekend, particularly, is a tough one on everyone as we had many, many
vehicles arriving, many, many special events; not that we are never going to have them again. There
were some incom~eniences that we suffered and probably one of the biggest ones that the do wrestle
with is Mark Square situation, we can't sort of take that one away and put it back the pockets but we
can assure you that we are doing everything in our power to prevent that from happening. I realize
both my aunt and uncle are no longer with us, they used to drive from Delaware and get caught in a
very similar situation and I used to hear about that way too often, so it is something that I am sensitive
to and when it happens, I would like to apologize and say that I am sorry but that doesn't ease the pain
of sitting in New London for a lot longer than the want to. It is an issue we wrestle with daily.
UNIDENTIFIED WOMAN: I have a question about the same issue. (inaudible) are their perspective,
my perspective, why should we pay a great deal more money, an increase in our taxes (inaudible).
h4R. DUPONT: Y"es, that is what it looks like. (inaudible) that is an issue that we also discussed
lately, is that we are not increasing the tax base. It is not our intention to expand that facility so that we
can handle millions of more people that want to come to Fishers [stand. We are unable to properly, as
Dick mentioned, get everybody to Fishers Island not everybody else, just us. There is a great deal
[Wore freight, that is simply (inaudible) the specialized nature of construction, maintenance and what
not, these were all (inaudible) subcontractors. We have subcontractors coming over here, when I first
moved to this Island, there was no such thing as subcontractors. It was all done in house. So that is
how the nature of how our business has changed. Our freight shed over there as you might well know,
is inadequate. We cannot store att_vthing over there (inaudible) we hate no place to put it, out in the
weather and again, there is a fine balance. There is a desire to increase (inaudible) yet hold down
certainly the (inaudible) but in that balance, we have got to keep our deck space the same, somehow
Public Heating-Fishers bland Ferry District
increase the number of boats without increasing our exposure to the element and somewhere in that
balance we come out. this thcility is designed merely to take cat'e of everyone over in New London
safel}'. If you have ever been there on a Friday afternoon on a fall weekend, early tall weekend when
school is in session, the Friday aternoon boat is a little like standing out there in your lollipop in the
middle of the stag of a grand prix race. car; are lined up in every direction, cars are coming across the
tracks to come to Fishers, ever}'body is panicked to get there on time, [hat is what the are trying to
alleviate. It is in no way designed to increase the number of riders that w e warn u. attract. We don't
want to attract ridership tier the sake of 1 inaudible) we try to take care of what business we have. It is
a difticult one to detine.
SUPERVISOR COCHRAN: Anyone else'.' I'es, sic Then I'll take you.....
STOWE PHELPS, PROPERTY OWNER: My name is Stowe Phelps, [ am a property owner and my
question is that [see that the estimated tax (inaudible) and [also see that the statement on page 2 states
that the financial of such costs by the issuance of Town obligations in the amount not to exceed $4.8
million. Does that mean that we are actually and possibly incurring a debt of $12.8 million"
hIR. CUSHIviAN: The answer is no, the maximum cost is $8 million. To be financed with grants and
bonds for $4.8 million.
MR. PHELPS: Secondly, will the cost of operating the new facility exceed the cost of operating our
present facilities and if so. will that require an increase in ticket costs?
MR. DUPONT: The cost of maintaining the new facility will certainly be less than the cost of
maintaining the current one. We have structural defects in that current facility that need to be
addressed (inaudible) facility and all those up for funding as we speak, the bulkhead that we are
currently operating on is very old, it is outlived anybodies estimate of a lifetime of a piece of steel and
we happily are not going to have to replace what we have for virtually the same cost. We get much
improved facilities so that we can take care of our equipment, we don't expect to do large maintenance
(inaudible). Captain Easter's to be praised, our boats and our facilities are maintained in first class
condition, Mark has a relationship with the Coast Guard, just for instance, basically we inspect our
boats ourselves, the Coast Guard comes along just to sign the sheet. Not every fem system in the
United States gets away with something like that, we are in very, very good hands maintenance wise.
And also in building, our terminal building over there has had cracks in it, [can stick my hand through
it, you would be hard pressed to tind it, that is how well it is being maintained properly. And I don't
expect any of that (inaudible).
NANCY GERRY': Nancy Gerry, resident. I had a couple of questions, first of which is tkte parking
area. The cars that are waiting for the ferry, is the parking going to be just for the people picking
people up, walking aboard and or through'' What is the configuration?
MR. DUPONT: In the new facility, the parking, what we call the hot parking area; we called it
parking area to begin with. The parking area here, there is 22 spaces. This is what is called hot
parking. We found out very early on in the design process with DEP you cannot build a parking lot in
the water, they will not authorize it, they will not even consider authorization of fill and bulkheading in
a river, if you are going to make a parking lot. We quickly said, hot parking. This is a pick-up and
drop-oft area, mostly for taxicabs, limousines, kids, parents, school parents, the multitudinous
workmen and their related family members who come down and start the great melange race at the end
,luh 9, ?QOl • I l •
Public Hearing-Fishers island Ferry Disn'ict
of the dav, at 4:45 or 5:30 when the bout gets in. These are strictly hot parking. There is not going to
be parking here for patrons who dump their cars overnight. thet'e will be the usual accommodations
here for ears going over for tnaintenance, you know, when the car companies hate to come pick them
up and take them to work on them in the body shop, etc. That is what this area will be fir.
hIS. GERRy": Okay, second question. Het'e at the nosh eud, what is that going to be used tor" is it
up tilt rent, is it rented now'?
hlR. DUPONT: [t is sort of rented now, this wood pier is mostly used to put aehicles when they are
getting aboard the fem'. (inaudible) large vehicles, request, for those who don't want to be parked way
up in the bow, those who either can't get out of the cars or wish not to. lYe put those there, they are
loaded last. That is what the wood pier is, currently there is a Vessel here otaned by Captain Easter
where he pay's us (inaudible) rent a year to tie his boat up there. [f you have ever noticed that slip, it is
virtually inaccessible, I have had my boat in there to try to get on and off and that is not a happy
prospect. The cost of removing this pier was basically prohibitive. R is in great shape, it used to be the
ramp for getting on the old Mystic, so that is overbuilt The cost of removing it seemed a little
prohibitive.
hIS. GERRY: The terminal building that you have envisioned here which is really quite lovely, what
portion of the overall cost in your opinion is that and is there any way. [know that you have taken
several hundred thousand dollars off the cost of the roof but is there any other way that you can sort of,
[ think there is fairly widespread belief that the building should be Very functional and help the
operation of the ferry but perhaps not be lavish?
MR. DUPONT: This building is not lavish. There was the yard deck, of course, when he was drawing
things up, does a very nice job of making it look beautiful and it did have a copper roof on it and that
was in the neighborhood of about $700,000 to $800,000 worth of copper. That is a standard seam roof,
we found out that you can get a standard seam metal roof for a lot less than actually, less than asphalt
shingles, and the standing metal roof will not blow off in the storms which we anticipate we will have
at least one in its lifetime. The facility as we have created, Nancy, I don't know whether it was you,
someone asked me about the ladies room in the terminal building on the New London side and there is
no ladies room in the terminal building on the New London side. If you ever were in one, it would be
called a restroom, you know what [mean. This is actually going to have handicapped facility,
handicapped accessible restrooms in it on the ground floor, they will actually be big enough that you
can tom around if you need to actually in a wheelchair. We are creating something we do not have in
any way, shape or form in New London now. There are times, if you happen to get stuck there for
some unknown reason-you have been delayed in traffic and you have a four wait for the next ferry
boat, you are not going to sit in your car, you would either swelter or freeze; there are excellent
passenger facilities behind these two doors on both levels and on the far side, this is the river side of
the building, this is a balcony, it will have one of the most dynamic views beautiful New London and
the submarine, you will be able to photograph the submarines. Itjust going to be a very nice place for
passengers to go while they are wasting time without having to go out to the local gin mill and spend a
lot of money having cocktails. It is in the neighborhood of $1 million, this building. Structurally, one
level is this end, isolated, mechanically and physically for fire purposes, fire rating purposes. This end
is the shop end, Mark's torches, paints and the like are stored, kept, used. This if it caught on fire, by
code cannot spread to the other floors. This building is also built to withstand 100 year floods, I
believe that is in a B zone, we have a lot of fun with the coastal area management folks, basically a
wave is supposed to hit this and it is designed so that it can knock all of the walls out on the first floor
Jule 9, ?001 • 1' •
Public Hearing-Fishers Island Ferr} District
and the building will still stand. The second floor is okn}. But that also incurs cost, roughly $I
million. It is also pile supported, again for the Hood, think of it hitting the building, it is going to
knock it Deer: this thing is on piles, down here are the colunurs.
UNIDENTIFIED: [heard that there was going to be a ticket office in the new building. Does that
mean that car owners will be obliged to leave cars and buy tickets and get back in their cars or will
tickets still be available on the Ecru"
MR. DUPONT: We have not addressed how that will work. }S'e decided some time aeo, if we were
going to build a new terminal facility, we should have the capability of selling tickets in a building
with a ticket agent. Therefore you wouldn't have to get out of your car or do an}2hing on the ferry
other than ride to Fishers Island. We have not developed it any further than that, we do not have the
space to do that now. It is something that we have requests fur periodically, can we buy the tickets and
then get on the boat and not have to worry about it. At times [ kno~r, on a crowded boat you wonder if
you are going to get through the line [o buy the ticket before you arrive at Fishers Island. We want to
avoid that whole situation.
SUPERVISOR COCHRAN: I vn going to hold you for a moment and take anyone who has not
spoken yet and then I will come back to you. I'es, sir.
TED OSINSKL b1y name is Ted Osinski, property owner on Fishers Island. I would like to know if
any consideration has been given to the democratic process of a referendum?
MR. DUPONT: The process for the democratic process took place last summer. There were public
hearings on the bonding limit, our bonding limit for the Ferry District was million. About $100,000
and some odd dollars are still outstanding, left over trorn building Race's Point. The process that the
Town had to go through to be authorizing the $4.8 million bond issuance is where we are today. [t was
done last year and there was public notice, they were at the usual places, they were on the bulletin
board here. [t is a 30 day process where folks can comment on that limit and that I believe is a 30 day
process, as it turns out, there was a glitch in the notification process, so that actually ran twice last
summer.
MR. OSINSKI: There was no vote by the property owners?
MR. DUPONT: There was no vote that was required, no one requested (inaudible) referendum and at
that particular time it would have been subject to a (inaudible) referendum.
INAUDIBLE
MR. DUPONT: And it has been in process since 1993. That is when it was started.
GREG YAKABOSKI, TOWN ATTORNEY: Actually Chip pretty much summed up the first step that
had to take place (inaudible) that process was subject to the referendum, which Chip addressed.
BOB SMITH: The way that these statutes work in New York is that where a Town Board is taking an
action that is subject to a permissive referendum, the Town Board may make a determination on its
own motion to hold a referendum on that matter. Here, as Greg just mentioned the resolution to
increase the debt limit was subject to a permissive referendum. This project that is being considered
July 9, '_0111 • l I •
Public Hearing-Fishers Island Fen}~ District
right Holt, is not subject to permissive referendum. Basically hecause it i; being done through a
district and a district pr~je~t like this because of the tact that you notice and hold a public hearing that
the rurture is different The late does not provide tin a pemmissive referendum, theretbre the Town
technically has the power to call for a referendum ou this project althoufi the permissive referendum
was appropriate and happened on last summer.
SUSAN STK'KNEl": Susan Stickney, property owner. A couple of questions, first when you start
digging, what happens (inaudible) second, the hco terries that we hate now (inaudible) is there
something within the next couple of years that }'ou are going to get a nett ferr}:' And third(}', with the
architecture. l think that we know that every angle is added money, do we really need the cupola and
the angles here. Maybe we could cut down on expenses that way.
MR. DUPONT: I will start with the cupola first. It is highh reduced, it is also eery functional. It has
the vent system for the bathrooms, it has the air intake system, it is a....the original one was much I
grander than this and had no particular function. [t was beautiful but the quickly reduced it, this has
mechanical function ability, there are all sorts of things in that cupola by necessity. Rather than have
pipes coming up through the roof, in varying places which only results in leaks, so that is that one.
Contamination issues, we witnessed that with the New London walkway, the are not anticipating that.
We have had many borings clone, in and around our area because we had to find out what was down
there but (inaudible) black mayonnaise is what they call it. We aren't anticipating any of the oil
problem that was related to, the oil in New London was found mostly in the, next to rite railroad tracks
where they actually changed the oil, the locomotives back in the 1950's and 1960's and probably
before that. We are not anticipating, we are not digging any of this stuff out, only one place in that
bulkhead are we going to be digging some of the (inaudible) out at the end where some of the vehicles
are parked now where cars sit when they are going off for maintenance. That actually is new till, there
is no contamination there. [t was put in by Amtrak when they built the railroad bridge. And new, there
is no new ferryboat. Our ferryboats are in superior shape, we have spare engines for each and we are
in great shape as far as that goes. The bottoms when the Coast Guard tested them, they required us to
replace some plating but the boats couldn't be in better shape. Mark does a magnificent job in
maintaining them
SUPERVISOR COCHRAN: Would anyone else like to address the Town Board'?
BARRY BRYAN: Barry Bryan, property owner. The schedules that you prepared show an average
value of $6,000 assessable value. I can never remember what my assessable value is. Is this an
average for Fishers Island or is this an average for the whole Town of Southold.
MR. CUSHMAN: That is town-wide.
MR. BRYAN: So the average here is probably considerably higher than that.
MR. CUSHMAN: [don't know enough about the Fishers Island assessment roll to make that
assumption. If you do know your assessed value, take the figure from the middle column and multiply
that by your assessed value.
t~IR. BRYAN: In the resolution, I am little confused about how much grant money is available. There
are records to $1.25 million which is already been obtained and then $3 million expected from the
Department of Transportation; $3 million tram another federal agency and million from the State.
July 9, ?(lOl • l-t •
Public Hearing-Fishers Lland Ferry District
That comes to $93~ million, is there... hots much is expected? And can you handicap the odds of our
getting this money"
b-IR. DUPONT: Y"es, it does look like there is $9.~ million. There are hvo federal agencies here that
we base requests for $ i million; one we anticipate $3 million-we bare $2.1 million in one part of that
process. We are hoping to get that bumped to $3 million hopefully on Thursday and then again in
September when they get in the joint conference in Washington. The other federal grant tier $3 million
is mentioned in there, there is one through the VA HUD, that happens to be a misnottter in the Town
Board because their dying around here when you are dealing with Washington, it is hard to keep them
straight. It is a simultaneous $3 million request because there is a condition of HLtD. that is called
ED[; Economic Development Initiative, that has to do with re-development actually. We thought
(inaudible) building as it exists, as it would be created and it is certainly urban renewal, we actually
have a close contact with the Chairman of the Committee of HUD appropriations, u~e have been in
contact with him and we expect something like, [think those odds are slim; the first $3 million are
great and we have been, as much as you can say promised--$3 million from the State of New York, [
think that is virtually assured.
MR. BRYAN: One other question. Chip, l think that like Dick, [applaud the work that the
Commission has done over the years to push this project through the Connecticut DEC, that is an
arduous task especially (inaudible) and I think that the project, the expansion is certainly needed. The
only cost area that [can see where there might be room for sharpening the pencil and reducing it is the
terminal building itself. And I wondered whether we need, I think that it ought to look nice, I think
that we owe the Town of New London that is attractive, we know what happens when you put up att
unattractive public building around here but I was wondering whether we need anything this large for
the operational uses, the freight and the maintenance, the offices and (inaudible) [ think a small
passenger space (inaudible) [wonder whether we really need to have all this because this is one area
where the costs could be reduced.
MR. DUPONT: Alright, come down to the office and sit with Mark and myself and we could go
through the actual detail plan of this building. R is by no means grandiose, it looks grandiose. We like
the look of it being grandiose, it looks like it is brick; that is expensive, we are doing other things there
to make sure that it is an economical fa4ade that will also be maintenance free. Bricks are not
maintenance free, the surfacing material that a-e will be using to construct this building is going to be
maintenance free, as maintenance free as any building material that I have ever known so yeah, we are
in the process of finalizing this design, we are cutting everything that we can without compromising
the usual space and functions. Pretty much everyrthing here has dual function, pretty much everything
in this project is dual function.
SUPERVISOR COCHRAN: Would anyone else like to address the Board, either pro or con or just a
statement?
PETER RUGG: 1 am Peter Rugg, I am a property owner [ have a couple of questions that perhaps
Keith would answer what the long-term liability might be of underground storage tanks might be for
fuel and waste oil?
' MR. NIELSEN: Sure we have all heard nightmare stories about underground storage and the tanks
that we are proposing to use are fiberglass tanks and they will mounted in a concrete ball, the will be
ballasted with peat gravel, they will be pile supported, they will have lockable caps on the top and so
Jule ~i. _'Oll l • l ~ •
Public Hearing Fishers Island Ferry District
there is na taay that anything that is itt there to ~=et out into the ground unless we have sottte kind of
catastrophic event where the concrete ball cracked and the tank cracked.
MR. RUGG: Thank you. The second, I wondered, there was a description of the traftic pattern that
we are getting on the ten}, what is the traftic pattern tier getting off the ferry'?
A4R. NIELSEN: l will go back to the drawing C2, to show this. First of all, the traftic pattern for
getting on the ferry ineote'es cars coming in basically tbllowing a counter-clockwise tlow into one of
the staging lanes: which they will be directed to by the terry personnel Those cars will be staged in
such a way that the incoming fem~ will have a clear lane or hvo lanes out for disembarking traftic to
drive straight off the site and once that has been accomplished, then the aehicles that are staged will
make their U-turn and back on to that ferry for that fetr}, boarding the fem~ and leaving the site. So
whether this primary slip for the Race Point is being used or the secondary slip for Manatawkett is
being used, vehicles will be staged in the opposite sides and there will be a route for disembarking
vehicles to leave. Meamvhile, the pedestrians will be walking on the emergency access perimeter lane
over here to the parking area so they will be clear of the traffic lane. Okay?
MR. RUGG: Okay, thanks. Last question, as long as we are still on Map C3, maybe Mark wants to
answer this. The existing slip for the btanatawkett is kind of ~'-shaped and this is cylinder which the
vessel will have to back down into, I wonder if that is going to be difticult in a ~j-knot easterly.
MARK EASTER, OP MANAGER, FISHERS ISLAND FERRY' DISTRICT: Certainly it will be more
difticult than the current funnel shaped slip but the clearance that has been provided is roughly 10 feet
wider than the ferry, it will require a fair amount of care that is why we have made these spaces of
fender and tie off systems plainer basically or linear, to allow the boat to slide in along the piles if
necessary and to use the piles to their masimutn advantage. Something that [did not go into or spend
a lot of detail on, was the on the dolphin detail, you will see that the wearing faces that these piles are
going to be lined with ahigh-molecular weight polypropylene plastic sheathing so that the boat can
slip along those spaces without gouging out the pile and will be able to utilizing them as bumpers
without damaging and so, we felt that the combined benefits of the linear alignment and the plastic
linings for the dolphins would make them a useful configuration and provide the best tie-off for storm
conditions, so that the boats can't develop any real momentum when they are moving back and forth in
the slip. You will also notice that we have tie-off piles or tie-oft dolphins strategically located here so
that we will have both string line action and bow and stern line for each ferry to keep them basically
locked in. There will not be a lot of latitude for the boats to slide around in high winds.
SUPERVISOR COCHRAN: Is there anyone who has not addressed the Town Board on this topic? Is
there anyone that would like to? Anyone that hasn't had the opportunity for input? If not, then we will
let you finish us up.
PETER BRINCKERHOFF: This series of (inaudible) and questions deals with (inaudible) that the key
to this project is an $8 million number, a nice round number. The first question is what are the
tinancing plans, thoughts to deal with over runs? The second question would be, where we could be so
lucky that the $9.6 million worth of grants comes by, are we going to spend the grant money first and
then do the bond issue or are we going to do the bond issue first and hope for the grant stoney. And
the subset of that question, in that my understanding of serial bonds is that they are single maturity,
periodic interest payments but not callable. Are they defeasable? The impact, as I understand it of the
bond issue of any size, is a direct upward revision of Fishers Island property tax bills for property
Public Hearing Fishers Island Ferry District
owners rnt this Island. Do we have the tle.xibility built into our bond tinanr ing, such that it ue were to
become fortunate someway or another tutancially, can rve get this tax burden back off the shoulders of
the property owners on Fishers [sland° That is of great interest to me, I also like to repeat the question
of how we can (inaudible) with expenditures in excess of $8 million.
A[R. DUPONT: [can deal with the first ouc first, the cost orer-runs, actually Peter, rve started this
whole project and with not an $8 million figure, it was million. It quickly went to $i.5 million. i'r'e
are now, rve have apre-construction manager who is on board, for the planning process to get us
through this entire process. ~Ve feel that that number is extremely accurate. Cost over-tuns are of
course, a reality. ~Ye will deal with them when they come up. But rae are not anticipating cost over-
runs. This is not a bare bones sort of budget. We anticipated, the pre-construction is left-o~ er from the
New London project so he is familiar with the area, contractors, eery familiar with this project. He has
been looking at these things for the last hwo years att_vway, (inaudible). ~Ve are anticipating cost over-
runs but they are not going to be huge.
MR. SMITH: [have no comments on the cost Deer-runs or why everything might happen, however
from a legal point of view, you should be aware right now, regardless of what the resolutions may say
ur not say about the grant moneys, rve are authorizing $8 million as the estimated maximum cost of the
project. Therefore, if $9.5 million in grant [Honeys came in the Town Board is only authorized to
spend $8 million for these projects and that is an important thing for you to be aware of In the event
that the, as you say in the real world, if it happens to turn out that this is a $9 million project, then we
have to start the legal process over again basically. R'e do a procedure similar to the one that we are
doing right now to increase the maximum costs for the $8 million or the $9 million or whatever the
appropriate amount might be. So that is from a legal point of view, that is how you deal with cost over
runs. You hold another public hearing and go through the whole procedure again and authorize the
extra $1 million, if necessary'. To answer the other question, regarding the indebt Hess, we are here as
the bond attorneys, we are not financial advisors to the Town. The Town does hate (inaudible)
company that routinely gives the Town financial advice, including when you need a bond, how much
to issue bonds and for what term (inaudible) so that there may be more input from John Cushman or
some other kind of financial advisor. However, I would point out that probably in a project like this it
would be worthwhile considering those short term (inaudible) for example, you might do if you
needed, let's say the bond issue was worth $3 million, you might do a $3 million note or a $2 million
note or a $1 million note for something like aone-year term so that if you start the construction period,
once that is developed number one the grants are going to come to fruition or to dry up plus the
constmction schedule becomes much more certain, so that a year hence you can make a determination
(inaudible) another short-term or to go into along-term bond issue and at that point we ought know
how much we have to issue the bonds. Regarding calling the bonds, that is another right that the Town
ra~ould or would not determine at the time of issue. So there is a lot to be determined at this moment or
any moment very soon but at the time of issuance what the Town could do is reset've the right to call
the bond, it is very common to call a bond after l0 years, reser~e the right to call a bond at the end of a
l0 year period and again, that is something that the Town financial advisors would probably give
more specific advice and would do so at the time of bond issue. But that is really the way to counteract
the problem that maybe you will have the issuance of the day. Suddenly you will be in a different
position, maybe because the project costs less, maybe because for whatever reason you don't want to
have the debt outstanding for very long, the opposite side of that coin of course, is that the underwriter
buying bonds for the Town can resere the right to call them after 7, 10 or 15 years or rwhatever the
period maybe (inaudible) that is possible.
I~
Juh~ 9, ?i)01 • 17 •
Public Hearing-Fishers Island Fem District
A-IR. CUSH~I.4N: I just t~anted to add what ~+e feel out' plans arc fur this pr~?ject. ~1'e are going to
need cash nr operate, get the ball rolling. Each grant (inaudible) we anticipate it will be shoe teen
notes initially, to provide the tinancing for the cash needed to get the project moving. At some point,
someone will file the appropriate applications for grant reimbursement, we trill get those grants
reimbursed, that will replenish the till so to speak. So that we can continue the project on. Once the
project is complete, we should knota what grants tae have (inaudible)
SUPERVISOR COCHRAN: Did he answer your question'
MR. BRINCKERHOFF: Basically.
UNIDENTIFIED: John, [understand that you said that basically the bond issue comes last. So }'ou
will have a good thew on the actual size and then you can make the market (inaudible) it is slightly
interesting to the people here because we are the ones who are going to have to pay the debt services
we described earlier. So we would like (inaudible)
MR. CUSHMAN: We appreciate that too, and we don't want to incur any additional debt that is not
necessary.
SUPERVISOR COCHRAN: }'es, ma'am.
CATHERINE KENNEDI': Catherine Kennedy, resident. I was wondering if this was supposed to be
a public facility or is it just for people going to Fishers Island? Why [ask this is the bathroom facility,
the people on the piers or anywhere in town could use them?
MR. DUPONT: There are public areas, by requirement from New London and their Planning and
Zoning and by the Department of Em~ironmental Protection, public areas are walkways only. This is a
public area, but it is basically public for the Fishers Island Fem District it is not going to be the public
restroom. There do happen to be some restrooms over at the train station, which is just as handy as can
be. Once again, this will be secured. There will not be, often times you can go into the ferry office
and it looks like it has been abandoned, actually those guys are out working somewhere, but this will
not be that way. It is not going to be easy to get into that building if you are a stranger walking by.
SUPERVISOR COCHRAN: Would anyone else like to address the Town Board?
SUZIE RENTSCHLER: [ am Suzie Rentschler, property owner (Inaudible)
hiR. DUPONT: Not to be funny about this, but if you are there first, yes. We are hoping that the
balance is fair. Payers and taxpayers, (inaudible) we do nothing but probably start a fistfight, but ~
Mark knows who the all are, he tries to do the best, the can give you a preferential place on the boat if
you like.
SUPERVISOR COCHRAN: Would anyone else like to address the Town Board? Or would any
members of the Town Board have any questions that they would like answered? I'es, sir.
HARRY" HURLBURT: Harry Hurlburt, property owner. I would like to ask Chip what is the
construction term for this project? How long will it take, anticipate (inaudible)
.lulu c), ~OOI • 18 •
Puhlic Hearing-Fishers Island Fen} District
MR. DLfpONT: Having suffered through recent)}, a lung, lengthy, protracted constriction period
dour here on a seeming)} minor pn~ject, l hate to stick my neck out but we have had advice from
several contractors who are interested in this job that it would take exactly a year. [would anticipate a
year and a half But we don't e.epect that it would take much longer than that. It is going to be
interesting for everyone because it is going to change from moment to moment. Much like last
summer when they were building the u'alk~cay. Between a year and a half construction period from
stint to finish.
SUPERVISOR COCHRAN: Anyone else'' Last chance. if not, I am not going ta..}es, sir.
UNIDENTIFIED: How much have we already spent of the $8 million?
MR. DUPONT: We haven't spent any of the $8 million. What we have spent through the last number
of years is more than $50Q0O0. But that is over the period of eight years.
SUPERVISOR COCHRAN: Anyone else'' I am not going to close the hearing today. I am going to
leave it open for one more week and if you do think of something that you feel is very important, you
can quickly mail it to us or our fax number is (631) 765-1823. Louisa I am sure, can give you the tax
number. We would like to hold the hearing over for a week, so if there are no turther comments. Yes.
UNIDENTIFIED, INAUDIBLE COD1[vtENTS
(tape change)
SUPERVISOR COCHRAN: Yes, comment to the Southold Town Board. (Inaudible) Okay, we aze
going to call it a day and head back to Southold. We would like to thank you all for coming in. The
Town Board will be looking at this, I know (inaudible)
TOWN ATTORNEY Y"AKABOSKI: [just want to tell the gentleman the $8 million tigure is the
maximum estimated cost of the project, something that you have to put in for bond. The actual
estimated cost of the project is less than that.
SUPERVISOR COCHRAN: Okay, thaiilc you very much for joining us. And please go down and
review a little bit more and if you have any thing that you would like to share with the Town Board
before any decisions, please give that in.
Elizabeth A. Nevill~~~~~
Southold Town Clerk
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~i
No. J $2,975,000 ,}t'
J
UNITED STATES OF AMERICA ..t-
STATE OF NEW PORK
COCiNTti' OF SUFFOLK
TORN OF SOUTHOLD r'
t.
'%t,,. BOND ANTK'IPATION NOTE FOR FISHERS ISLAND FERRY DISTRICT-2004 a~-j
r+..
~ The Town of Southold, in the C'uunr-oC Suffolk, a municipal corporation of the Statz of New York, hereb} [
xkno+vledgzs itszlf indebted and for value received promises to pat w the bzarer of this No[z, or it' i[ be registered, to the
registered holder, the sum of TWO MILLION NINE HUNDRED SEVENTY-FR'E THOCISAND DOLLARS
($2,975,000) on the 9th day of March, 2005. [ogethzr +vith inrered thereon from the dare hazof at thz ratz of one and forty
hundredths per centum (1.40%) per annum, payablz at mamrin-. Both principal of and interest on this Note will he paid
in lau tul money of thz United Statzs of Arncrica, at North Fnrk Bank, Meh•ille, New i'ork-
'
At the rzquect of thz hofdzr, thz Town Clerk shall cun+zrt this Note into a registered Notz by rzgistering it in the
name of the holder in the books of thz Town kept in the office of such Town Clerk and endorsing a certificate of such ~~'i~
registration hereon, after which both principal of artd interest on this No[e shall he payable only [o the registered holder, his
legal representatives, successors or transferees. This Note shall then bz transferable only upon przsenta[ion to such Town
Clerk with a written [ransfzr of title and such Town Clerk shall thereup~m register [his No[e in the name of the trmsferee in
hi, books and shall endorse a certincate of such registration hereon. Such transfer shall be dated, and signed by the
rcgis[ered holder, or his legal reprzszntatices, and it shall bz dul} acknowledgzd or proved, or in [he alternative the signature
thzrzto shall he certified as m its genuineness b} .m officer of a bank or trust compam loca[zd and authorized to do business
~h in this State.
This Note is one of an authorized issuz, the principal amount of which is $2.975,000. This Note may be called for
redemption, after [he giving of at least fire (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 he
paid hereon after such date of redemption.
This Note is issued pursuant to [he provisions of :;te Local Financz Lau', constituting Chapter 33 n of the
Consolidated Laws of thz State of Nzw York, the bond ~ esulu[ion ;tdopted by the Town Board nn Jul} 31.2001, authorizing
the issuarme of 8-1.800,000 serial honds fur [he incrza~; and improezmen[ of the facilitizs of thr Pishzrs Island Ferry District, -
in said Town, and the Certificate of Determination r suted b} the Supers isor on September IQ 2064. ,
+y
This Note has been designated by the Tuwn a; a qualifizd tae-exempt obligation pursuant to the pnn'isiuns of
Section 265 of the Internal Revenue Code of 19R6, as amended.
The faith and credit of such Town are hzrebv irre+ocably plzdged for thz punctual payment of [he principal of and
interest on [his Note according to its cemts. I[ is hzreby ceni6zd and recited that all conditions, acts and things required by
thz Constitution and statures of thz State of New York [o esis[, to have happened and to have been performed precedent w
and in [he issuance of [his Note, exist, have happened and have been performed. and that this Note. togzther with all other
indzb[edness of such Town, is within every debt and other Limit prescribed b} thz Constitution and la+cs of such Statz. ,:t•
•pr~ IN WITNESS R'HEREOF, [hz Town of Southold has caused this Note to he executed in its name b} its
Supervisor. and its corporace seal (or a facsimile [hereof) to be affixed, imprinted or otherwise reproduced hereon and attestzd
by its Town C'Izrk and this Nutz to be dated as of the IOth dal of September, 200J.
EOR'N OF SOUTHOLD
(SEAL)
B+
. u n~isor
ATTEST: ~'°tt
C~~.,.,o FAQ, o~_.w.
Town C'terk
co
- ,•'e' v6
• ~
~a D
-Tlr rsra~M~rr~a~xnmmary of STATE OF NEW 1 ~JRK)
wYch is published herewith, his SS:
basn adopted on the 31st day of July, )
Cpl, and the validity of the ohtip- C UNTY OF SUFFOLK
dais authorized by such resolwton nn ~/~~l. /
mry be hereafter contested only if 'lJC Y ttl(,I( t Of Mattituck, in Said
mdt obligations were authorized for
as ob'em or parpox~ for which tYe coon ing duly sworn, says that he/she is Principal
FOWN OF SOUTHOLD, in tke
Cwnty of Suffolk, New York, is rot clerk of THE SUFFOLK TIMES, a weekly newspaper, pub-
-traOorized to expend money or ittYe fished at MattitUCk, in the Town of Southold, Coun Of
pxw'isions of law which shoWd have
Ya~i complied with as of the date of Suffolk and State of New York, and that the Notice of which
publication of this Notice were rot
~~ttantially complied with, and N the annexed is a printed copy, has been regularly pub-
sdtin, suit or proceeding contestiq
fished in said News a r once each week
gNill validity is commenced within f p pe
MAlty days after the publication of fOr 1 weeks SUCCeSSIVeI commencin
once, or such obligations were y g
~irrized W violation of the provi- On the ~ day
t~ of the Constitution.
ELIZABETH A. NEVILLE Of ZO.~_.
Town Clerk
59EJND RESOLUTION OF THE .WEEEFl ` )
CHFISTI ,L-«~L/
TQ~ N OF SOUTHOLD, NEW F~bl;c, c(pre cl l:u~YCrk -
I TORK, ADOPTED JULY 31, no1arypl, oiVJcGriC tS`i `C
~p APPROPRIATING THE Qc:,~~~ ~~~n E~'~~'~~~~~^'-, O ~ rlnCl I Clerk
AMOUNT OF 58.000.000, INCLU• Ce",,: s.,., E~F:e-C:.;=.•5tt t„~ Pa
>~1G THE AMOUNTS OF ANY '
$RANTS THAT MAY BE RE- SWOm t0 before me tf11S~
ED FROM THE UNITED
STATES AND THE STATE OF day of 20~_
NEW YORK, FOR THE IN-
CREASE AND IMPROVEMENT
OF THE FACILITIES OF THE a ; c C ' ~ti\ _ _
F15HERS ISLAND FERRY DIS- ~1.IV„'l./r J-]hu-nt I Y (/~Q~
TRICC, IN SAID TOWN AND v
AUTHORIZING THE ISSU-
ANCE OF SERIAL BONDS OF
SAID TOWN IN THE PRINCI-
PAL AMOUNT OF NOT TO EX-
CEED 54,800,000 TO FINANCE
THAT PORTION OF SAID
APPROPRIATION FOR WHICH
SUCH GRANTS ARE NOT
AVAILA$LE.
Object or purpose: the construc-
~ lion of a new and expanded ferry ter-
minal on the land heretofore
acquired and now owned by the
FerrX District, being the site of the
existing ferry terminal io the City of
New London, Connecticut, including
bulkheading, placement of fill, can-
strumion of a new ticketing and
adminisvation building, installation
of utilities, coocre[e vaults for two
underground storage tanks for fuel
and waste o0, a perimeter drainage
system, parking areas for vehicles, a
wider easement for ingress and
egress and the necessary facilities
and appurtenances therein, the
resultingg terminal area, including
said bWldinB, to be approximately
double the sue of the enstin$ termi-
nal, including original furnishings,
equipment, machinery and apparatus
required for the purposes Ior which
smd buildmg and terminals are to be
used, the estimated maximum cost
thereof being 58,000,000, to be
financed to the extent received, by
grants from Ne United States and the
State of New York and by the
issuance of Town obligations.
Period of probable usefulness:
twenty (20) years
Amount of obligations to be
issued: not to exceed 54,800,000
A complete copy of the bond reso-
lution summarized above shall lie
available for public inspection during
normal business hours at the office of
the Town Clerk, Town Hall, 53095
Main Road, Southold, New York
11971.
Dated: JWy 31, 2001
Southold, New York
1998.1TAu9
STATE OF NEW YORK)
)SS:
OQUNTY OF ~FFOLK)
Lapf 1+lBttfi9l sr ~ ~yl l~'c1L/u 1 (l ~,~t~--~ of Mattituck, in said
4NY Notice is t
~Ar.laolres ticertse,tkltls county, being duly swum, says that he/she is Princpal
NOTICE OF PUB11C ~iA~tG ~ ,bdtty and wine has Clerk of THE SUFFOLK TIMES, a weeldy newspaper, pub-
NOTICE IS HEREBY GIVEN ' tyre undersig
that the Towa Board of the Tone of ttrcls
Southold, in the County of Saffdk, tmem beer and w IiShed at Mattituek, in the Town of Southold, County o
State of New York, will met et-the hotel/restaut Suffolk and State of New York, and that the Notice Of which
Fishers Island School, Fishetg Istmd, prk in Alcohol Bev ~ annexed is a printed copy, has been regularly pub-
in said Town, at 1:00 o'dec# p.m. tarty is at 326 Front
(Prevailing Time), on Jury 9th, 2001, NY for on- lished in said Newspaper once each week
for the purpose of cooduuing a pub- ~ been [yon. for ti weeks successively, commencing
lic hearing to consider the im:ease ""p8°y 1431-2'~Z the Z ~ ~Y
aed improvement of faci[itis of the ~
me~~ I.EG On
Fishers Island Ferry District consist- NOTIC Of TIA.~- 20 f~~_•
ing of the conatmaion of a crew and ~rst ~e Sealed big
expanded ferry terminal in New [her tb CHF~STINA T. WEEER
. Street, the Sou[hok Notary PuCli„SL'ts cRJC:v York
London, Comecticut at se slime[- 1 ~Mrn ,J ~P ~ iYVt ~
edmaximumcostoi3g.tI00,00D,tobe District Nc.o7VJEuo;55-t Ot Principal Clerk
financed by granb from the United fiich tho Transpor[ati Ouztsea.n sc`!cG: County
States and the State of New York and tissolved fot student Gor..mi>srn Expsas l7sce~.~Ltr t3, -
Icy the issuance of obligation of the under Sect '7
Town in m amoua[ not to exeeed a of the BOCES-apt Swom to before me this G•
$4,800,000 at soy om: time. .y and all am ~ to 'r" rP 20 O 1
At said ubhc hearin ,the Towo A under ~ day of ~ lAh-
P e ovork. 7.001. Spec
Board will hear all person inbraated _ forms may I o ~ ~ J
in said subject matter thereof con- t~ CY lit ~(ti' ,
ceming the same. Southold S<
Dated: Jme 19, 2001 Mauituck Ogklawn A
Southold, New York ll be held or by cWlinl
BY ORDER OF THE- 01 at 7:43 Bids wil
TOWN 80ARD OF THE Irk-laurel 11:00 a.m. o
TOWN OF SOUTHOLD, ituck, N.Y. y~istrict O[t
COUNTY OF SUFFOLK, g members at that [it
STATE OF NEW YORK r. ~iv1Dg o ned am
By: Elizabeth A. Neville, such other Pe _ _ _
Town of Southold
ORDER CALLING PUBLIC
HEARING TO BE HELD ON - •
Jn(y 9.2001 _
TOWN OF SOU7'HOLD
COUNTY OF SUFFOLK
X
In the Matter
of the
The construction of a new and
~ expanded ferryterminalforthe
I Fishers Island Ferry District
I X
WHEREAS, the Board of
Commissioners of the Fishets Island
Ferry DistrcG (tire "Board" and the
"Ferry Digtria", respectively), is the
j Town of Southold (the "'{'own"),
Suffolk Cormty, New York, punuam
{ to the resolution adopted and sub
scribed by each bf the membets of
the Board on June 19. 2001 and,
together with the petition in due
form, duly submitted to the Town
Board (the "Tows Board") of the
Town (certified copies of such resolu-
~~I lion and petition are attac6eA hereto
I and made a part hareofj, hac request-
{ ed the Town Board to cab a public
hearing to hear all persons interesced
j in the subject thereof, being the wn-
1 strttction of a new and expanded
ferry terminal on the land heretofore
acquired and now owned by the
District, being the site of the existing
ferry terminal in the Ciry of New
London, Connecticut, including
bulkheadwg, placement of f'iB,.instal- _
lation of uti{ilies, wntxete veldts for
two underground storage tanks for
fuel and waste oil, a' perimeter
drainage-system, na.trt^-
vuF'
~roFO ~ ,
0 n
ELIZABETH A. NEVILLE 4~~ Gy~~ Town Hall, 53095 Main Road
TOWN CLERK ~y1 y ~ P.O. Box 1179
x Southold, New York 11971
REGISTRAR OF VITAL STATISTICS r±, `~Oy • ~`FA^rY
nL4RRIAGE OFFICER ~ Fax (6311 765-6145
FREEDO D OF INFORbL4TION0 OF [CER ~Od
aO~4} Telephone 1631) 765-1800
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD E
THIS IS TO CERTIFY THAT THE FOLLO~~'ING RESOLUTION NO. 543 OF 2001
WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD
ON JULY 31, 2001:
RESOLUTION AND
ORDER AFTER PUBLIC
HEARING
R'HEREAS, following receipt of certified copy of the Resolution adopted by the
I
Board of Commissioners of the Fishers Island Ferry District, in the Town of Southold
(hereinafter called "District" and "Town", respectively), in the County of Suffolk, New York, I
and the Petition of said Board of Corrunissioners, each dated June 18, 2001 and duly subscribed ~
I
by the Commissioners of the District, requesting that the Town Boazd of the Town (herein called
"Town Board"), call a public hearing to consider the increase and improvement of the facilities
of the District, described as the construction of a new and expanded ferry terminal on the land ii
heretofore acquired and now owned by the Town for District purposes, being the site of the
existing ferry terminal, in the City of New London, Connecticut, including bulkheading,
placement of fill, construction of a new ticketing and administration building, installation of
utilities, concrete vaults for hvo underground storage tanks for fuel and waste oil, a perimeter
drainage system, parking azeas for vehicles, a wider easement for ingress and egress and the
necessary facilities and appurtenances thereto, the resulting terninal area, including said
building, to be approximately double the size of the existing terminal, all as more fully described
in the "Preliminary Engineering Report", dated lVfay 31, 2001, prepazed by Docko, Inc., licensed
engineers, on file in the office of the District and the office of the Town Clerk of the Town, as
well as original furnishings, equipment, machinery and apparatus required for the purposes for
which said building and terminal are to be used (herein called "Project"), at the estimated
i ~ • •
maximum cost of $8,000,000, including the amount of $1,090,000 from the TEA-21 Program
(Transportation Equity Act for the 21~` Century) of the United States, in addition to the amount
heretofore approved; up to $3,000,000 expected to be received from the United States
Department of Transportation; up to $3,000,000 expected to be received from the FHWA and/or
HUD for urban renewal purposes; and up to $2,000,000 expected to be received from the State of
New York; and to finance that portion of such cost for which such grants are not available by the
issuance of Town obligations in the principal amount of not to exceed $4,800,000, pursuant to
the applicable provisions of the Local Finance Law, and that to pay the principal of and interest
on such obligations as the same shall become due and payable, a sum sufficient therefor shall be
levied and collected from the several lots and parcels of land within the District, in the same
manner and at the same time as other Town charges; and
WHEREAS, on August 15, 2000 the Town Board adopted the resolution, subject
to permissive referendum, authorizing and increasing the aggregate principal amount which the
Town Board may borrow and for which obligations may be issued from $500,000 to $5,000,000,
as authorized pursuant to Section 4 of Chapter 699 of the New York Laws of 1947, as amended,
and no valid petition requesting that a referendum be held thereon was submitted; and
WHEREAS, all necessary procedures requisite to reviewing the impact that the
Project may have on the environment having been complied with and construction permits
having been obtained from the Federal, State and local governmental entities having jurisdiction
in this matter, including the Connecticut Department of Environmental Protection, the U.S.
Army Corps Of Engineers and said City of New London (copies of which are available for
inspection in the office of the Secretary of said Board of Commissioners, and in the office of the
Town Clerk of the Town) the Town Board, in the role of Lead Agency, has determined and
found that pursuant to the applicable provisions of the State Environmental Quality Review Act
("SEQRA"), the Project is an Unlisted Action thereunder and, following preparation of an
Environmental Assessment Fornt, it has been detennincd that the Project will have no significant
adverse impact upon the environment and, further, the Town Board has issued a Negative
Declaration and tiled same with the Town Clerk; and
WHEREAS, pursuant to the Order Calling Public Hearing, adopted June 19,
2001, a public hearing to consider the Project was duly held by the Town Board on the 19th day
of July, 2001, at 1:00 o'clock P.M. (Prevailing Time), at the Fishers Island School, Fishers
Island, New York, in the Town, and continued on July l7, ?001 at 4:30 o'clock P.M. at the Town
Hall, 5309 Main Road, Southold, and on July 31, ^001 at 7 o'clock P.M., at said Town Hall, to
further consider the Project and considerable discussion on the matter has been had and all
persons desiring to be heard have been heard concerning the subject matter of the above
referenced public hearing, as so continued, including those in favor of and those in opposition to
the Project and the financing thereof;
[~lOW, THEREFORE, in consideration of the information given at such hearing, it
is hereby
DETERMINED, that it is in the public interest to increase and improve the
facilities of the District as hereinabove described and referred to as the Project, at the estimated
maximum cost of $8,000,000 and to finance such cost as hereinabove described, including the
issuance of Town obligations in the amount of not to exceed $4,800,000 pursuant to the Local
Finance Law; and it is hereby
ORDERED, that the facilities of the District shall be so increased and improved
and financed as hereinabove described and, further, that the Engineer heretofore retained by the
Board of Commissioners shall prepare specifications and make careful estimates of the expense
of said increase and improvement of the facilities and with the assistance of the Attorney for the
District, prepare a proposed contract or contracts therefor, which specifications, estimate and
proposed contract(s) shall be presented to said Board of Commissioners as soon as possible; and
it is hereby
FURTHER ORDERED, that the expense of so increasing and improving such
facilities shall be financed as hereinabove set forth, and the costs thereof, including payment of
the principal of and interest on said obligations, shall be assessed, levied and collected by the
Town Board from the several lots and parcels of land within the District in the same manner and
at the same time as other Town charges, but if not paid from such source, all the taxable property
within said Town shall be subject to the levy of ad valorem taxes, without limitation as to rate or
amount, sufficient to pay the principal of and interest on said obligations; 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: July 31, 2001 TOWN BOARD OF THE TOWN OF SOUTHOLD
Elizabeth A. Neville
Southold To~r~n Clerk
EXTRACT OF MINUTES
Meeting of the Town Board of the
Town of Southold, in the
County of Suffolk, New York
July 31, 2001
A regular mee[ing of the Town Board of the Town of Southold, in the County of
Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold, New York, in said
Town, on July 31, 2001, at 7 : o0o'clock r.M. (Prevailing Time).
There were present: Hon. Jean W. Cochran, Supervisor; and
Justice Louisa P. Evans
COnnCilpe[SOnS: Councilman Brain G. Murphy
Councilman John M. Romanelli
Councilman Craig A. Richter
There were absent: Conncilman William D. Moore
Also present: Elizabe[h A. Neville, Town Clerk
Gregory F. Yakaboski, Town Attorney
Representing the Fishers Island Ferry District:
* ~
it
T/2117 I III9513 CE BT
At 7:07 o'clockr.M. (Prevailing Time), the Town Clerk stated that the public
hearing held at 1:00 o'clock PM on July 9, 2001 at the Fishers Island School, Fishers Island, New
York, in the Town of Southold, and continued at this Town Hall commencing aty;3p o'clock on
r.M. on July 17, 2001, had been continued to this meeting, to further consider the increase and
improvement of facilities of the Fishers Island Ferry District, in the Town of Southold, described
as the construction of a new and expanded ferry terminal, on the land heretofore acquired and
now owned by the Town of Southold for Ferry District purposes, being the site of the existing
ferry terminal, in the City of New London, Connecticut, including bulkheading, placement of fill,
construction of a new ticketing and administration building, installation of utilities, concrete vaults
for two underground storage tanks for fuel and waste oil, a perimeter drainage system, parking
areas for vehicles, a wider easement for ingress and egress and the necessary facilities and
appurtenances thereto, the resultipg terminal area, including said building, to be approximately
double the size of the existing terminal, and to hear 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 Supervisor stated that the hearing in the matter was now once again open and
asked if there were any interested persons present who desired to be heard. The following
persons appeared in favor of said increase and improvement of facilities of the Fishers Island
Ferry DlStrlet: None
37..111.1 019513 CERT
•
The following persons appeared in opposition to said increase and improvement of
facilities of the Fishers Island Ferry District:
None
The Town Clerk reported that the following pertinent communications had been
received: Hiriam F. Moody, Jr.
Leonard H. Orr
Fishers Island Civic Association
Nancy Hunt
Harris fi Elsie Parsons
John E. Riegel 6 Deborah du P. Riegel
The Town Clerk then read such communications, if any, to [he meeting.
The Supervisor inquired as to whether there were any o[her persons present who
wished [o be heard. No one appeared, whereupon the Supervisor declared the public hearing
closed.
Councilman Councilman
On motion of John D. Romanelli ,duly seconded by cram A. Richter ,
the following Resolution and Order After Public Hearing was duly declared adop[ed on the
following roll call vole:
Councilman Craige A. Richter
AYES: Councilman Brian G. Murphy
Councilman John M. Romanelli
Justice Louisa P. Evans
Supervisor Jean W. Cochran
NOES: None
37?A l3.l 019513 CERT
A regular 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 31st day of July, 2001.
PRESENT:
Hon. Jean W. Cochran, Supervisor
Louisa P. Evans, Justice
John M. Romanelli, Councilperson
Brian G. Murphy ,Councilperson
Craig A. Richter, Councilperson
In the Matter
of the
Construction of a new and expanded ferry terminal for the
Fishers Island Ferry District.
RESOLUTION AND
ORDER AFTER PUBLIC
HEARING
WHEREAS, following receipt of certified copy of the Resolution adopted by the
Board of Commissioners of the Fishers Island Ferry District, in the Town of Southold (hereinafter
called "District" and "Town", respectively), in the County of Suffolk, New York, and the
Petition of said Board of Commissioners, each dated June 18, 2001 and duly subscribed by the
~ Commissioners of the District, requesting that the Town Board of the Town (herein called "Town
Board"), call a public hearing to consider the increase and improvement of the facilities of the
District, described as the construction of a new and expanded ferry terminal on the land
heretofore acquired and now owned by the Town for District purposes, being the site of the
37?J 13.1 019513 CERT
existing ferry terminal, in the City of New London, Connecticut, including bulkheading,
placemen[ of fill, construction of a new ticke[ing and administration building, installation of
utili[ies, concrete vaults for [wo underground storage tanks for fuel and waste oil, a perimeter
drainage system, parking areas for vehicles, a wider easement for ingress and egress and the
necessary facili[ies and appurtenances thereto, [he resulting terminal area, including said building,
to be approximately double the size of the existing terminal, all as more fully described in the
"Preliminary Engineering Report", dated May 31, 2001, prepared by Docko, Inc., licensed
engineers, on file in the office of the District and the office of the Town Clerk of the Town, as
well as original furnishings, equipment, machinery and apparatus required for [he purposes for
which said building and terminal are to be used (herein called "Project"), at the estimated
maximum cost of $8,000,000, including the amount of $1,090,000 from the TEA-21 Program
(Transportation Equity Act for [he 21" Century) of the United States, in addition to the amount
heretofore approved; up to $3,000,000 expected to be received from the United Stales Department
of Transportation; up to $3,000,000 expected [o be received from the FHWA and/or HUD for
urban renewal purposes; and up to $2,000,000 expected [o be received from the State of New
York; and [o finance that portion of such cost for which such grants are not available by the
issuance of Town obligations in the principal amount of not [o exceed $4,800,000, pursuan[ to
the applicable provisions of the Local Finance Law, and that to pay the principal of and interest
on such obligations as the same shall become due and payable, a sum sufficient therefor shall be
levied and collected from the several lots and parcels of land within [he District, in the same
manner and at the same time as o[her Town charges; and
3~?113.1 UI9513 CERT
WHEREAS, on August 15, 2000 the Town Board adopted the resolution, subject III
to permissive referendum, authorizing and increasing the aggregate principal amount which the !i
Town Board may borrow and for which obligations may be issued from $500,000 to $5,000,000, I'
as au[horized pursuant to Section 4 of Chapter 699 of the New York Laws of 1947, as amended,
I
and no valid petition requesting that a referendum be held thereon was submitted; and
WHEREAS, all necessary procedures requisite to reviewing the impact that the
Project may have on the environment having been complied with and construction permits having
been obtained from the Federal, State and local governmental entities having jurisdiction in this
matter, including the Connecticut Department of Environmental Protection, the U.S. Army Corps
Of Engineers and said City of New London (copies of which are available for inspection in the
office of the Secretary of said Board of Commissioners, and in the office of the Town Clerk of
the Town) the Town Board, in the role of Lead Agency, has determined and found chat pursuant
to the applicable provisions of the State Environmental Quality Review Act ("SEQRA"), the
Project is an Unlisted Action thereunder and, following preparation of an Environmental
Assessment Form, i[ has been determined that the Project will have no significan[ adverse impact
upon the environment and, fur[her, the Town Board has issued a Negative Declaration and filed
same with the Town Clerk; and
WHEREAS, pursuant to the Order Calling Public Hearing, adopted June 19, 2001,
a public hearing to consider the Project was duly held by the Town Board on the 19th day of July,
2001, at 1:00 o'clock P.M. (Prevailing Time), at the Fishers Island School, Fishers Island, New
York, in the Town, and continued on July 17, 2001 at 4:30 o'clock r.M. at the Town Hall,
53095 Main Road, Southold, and on July 31, 2001 a[ ~:o~ o'clockr.M., at said Town Hall, to
' sr_xis i ui9sis ceRr
further consider the Project and considerable discussion on the matter has been had and all persons
desiring to be heard have been heard concerning the subject matter of the above referenced public
hearing, as so continued, including those in favor of and those in opposition to the Project and the
financing thereof;
NOW, THEREFORE, in considera[ion of [he information given at such hearing,
it is hereby
DETERM[NED, that it is in the public interest to increase and improve the
facilities of the District as hereinabove described and referred to as the Project, at the estimated
maximum cost of $8,000,000 and to finance such cost as hereinabove described, including the
issuance of Town obligations in the amount of no[ to exceed $4,800,000 pursuant to the Local
Finance Law; and it is hereby
ORDERED, that the facilities of the District shall be so increased and improved
and financed as hereinabove described and, further, that the Engineer heretofore retained by the
Board of Commissioners shall prepare specifications and make careful estimates of the expense
of said increase and improvement of the facilities and with the assistance of the Attorney for the
District, prepare a proposed contract or contracts therefor, which specifications, estimate and
proposed contract(s) shall be presented to said Board of Commissioners as soon as possible; and
it is hereby
FURTHER ORDERED, [hat [he expense of so increasing and improving such
facilities shall be financed as hereinabove set forth, and the costs thereof, including payment of
the principal of and interest on said obligations, shall be assessed, levied and collected by the
Town Board from the several lots and parcels of land within the District in the same manner and
av~ais.~ 019513 CERT
at the same time as other Town charges, but if not paid from such source, all the taxable property
within said Town shall be subject to the levy of ad valorem taxes, without limitation as to rate or
amount, sufficient to pay the principal of and interest on said obligations; and it is hereby
FURTHER ORDERED, that the Town Clerk record a certified copy of this
Resolution and Order After Public Hearing in [he office of the Clerk of Suffolk County within
ten (10) days after adoption hereof.
DATED: July 31, 2001
TOWN BOARD OF THE TOWN OF SOUTHOLD
W ~ o e,~
Jean W. Cochran
Supervisor
Louisa P. Evans
Justice
M. Ro elli
ouncilpe
c
an G. Mu
ouncilpers n
raig A. Ichter
Councilperson
(SEAL) Mem rs of the Town Board of the Town of Southold, New
York
3T413.1 OI9513 CERT
CERTIFICATE
ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, New York, DO HEREBY CERTIFY that [have compared the preceding
Resolution and Order After Public Hearing with the original thereof filed in my office on the 31st
day of July , 2001 and [he same is a true and correct copy of said original and of the whole
thereof.
[N WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 1st day of
Au ug st 2001.
(SEAL) g
Town Clerk
372~I1.1 019513 CERT
Councilman John n. Romanelli offered the following resolu[ion and moved i[s adoption:
372;13.1 OI9513 CERT
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK,
ADOPTED JULY 31, 2001, APPROPRIATING THE AMOUNT OF
$8,000,000, INCLUDING THE AMOUNTS OF ANY GRANTS THAT
MAY BE RECEIVED FROM THE UNITED STATES AND THE STATE
OF NEW YORK, FOR THE INCREASE AND IMPROVEMENT OF
THE FACILITIES OF THE FISHERS ISLAND FERRY DISTRICT, IN
SAID TOWN AND AUTHORIZING THE ISSUANCE OF SERIAL
BONDS OF SAID TOWN IN THE PRINCIPAL AMOUNT OF NOT TO
EXCEED $4,800,000 TO FINANCE THAT PORTION OF SAID
APPROPRIATION FOR WHICH SUCH GRANTS ARE NOT
AVAILABLE.
Recitals
WHEREAS, following the receipt of a certified copy of the Resolution adopted by
the Board of Commissioners of the Fishers Island Ferry District, in the Town of Sou[hold
(hereinafter called "District" and "Town," respectively), in the County of Suffolk, New York and
the Petition of said Board of Commissioners, each dated June 18, 2001 and duly subscribed by
the Commissioners of the Distric[, requesting that the Town Board of the Town (herein called the
"Town Board"), call a public hearing to consider the increase and improvement of the facilities
of the District as hereinafter described and defined as the Project, at the estimated maximum cost
of $8,000,000, including the amount of $1,090,000 from the TEA-21 Program (Transportation
Equity Act for the 21s` Century) of the United States, in addition to the amount heretofore
approved; up to $3,000,000 expected to be received from the United States Department of
3T_113 11/19513 CERT
•
Transportation; up to $3,000,000 expected to be received from the FHWA and/or HUD for urban
renewal purposes; and up to $2,000,000 expected to be received from the State of New York; and
to finance that portion of such cost for which such grants are not available by the issuance of
Town obligations in the principal amount of not to exceed $4,800,000, pursuant to the applicable
provisions of [he Local Finance Law, [he aggregate principal amount which the Town Board may
borrow and so issue obligations having been heretofore authorized and increased from $500,000
to $5,000,000 pursuant to the resolution adopted by the Town Board on August l5, 2000, subject
to permissive referendum; and
WHEREAS, such public hearing has been duly called and held on July l7, 2001
and further continued on July 31, 2001, and all persons interested in the subject matter thereof
have been heard and following the close of such public hearing, as so continued, the Town Board
has determined, pursuant [o the Resolution and Order After Public Hearing duly adopted on this
date, that it is in the public interest to so increase and improve the facilities of the District and has
ordered that the facilities be so increased and improved, at the estimated maximum cost of
$8,000.000 and that Docko, [nc., licensed engineers, prepare specifications and an estimate of
the cost and, with the assistance of the Attorney for the District, prepare a proposed contract or
contracts therefor to be presented to the said Board of Commissioners as soon as possible; and
WHEREAS, all necessary procedures requisite [o reviewing the impact that the
Project may have on the environment having been complied with and construction permits having
been obtained from the Federal, State and local governmental entities having jurisdiction in this
matter, the Town Board, in [he role of Lead Agency, has determined and found chat pursuant to
[he applicable provisions of the State Environmental Quality Review Act ("SEQRA"), the Project
3T113.1 019513 CERT
is an Unlisted Action thereunder and, following preparation of an Environmental Assessment
Form, it has been determined tha[ the Project will have no significant adverse impac[ upon the
environment and, further, the Town Board has issued a Negative Declaration and filed same with
the Town Clerk;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, [N
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 and authorizes the expenditure of
$8,000,000, including the amount of $1,090,000 from the TEA-21 Program (Transportation
Equity Act for the 21" Century) of [he United States, in addition to the amount heretofore
approved; up to $3,000,000 expected to be received from the United States Department of
Transportation; up to $3,000,000 expected to be received from the FHWA and/or HUD for urban
renewal purposes; and up to $2,000,000 expected to be received from the State of New York; for
[he construction of a new and expanded ferry terminal on the land heretofore acquired and now
owned by [he Town for District purposes, being the site of the existing ferry terminal, in the City
of New London, Connecticut, including bulkheading, placement of fill, construction of a new
ticketing and administration building, installation of utilities, concrete vaults for two underground
storage tanks for fuel and waste oil, a perimeter drainage system, parking areas for vehicles, a
wider easement for ingress and egress and the necessary facilities and appurtenances thereto, the
resulting terminal areas, including said building, to be approximately double the size of the
existing terminal, all as more fully described in the "Preliminary Engineering Report", dated May
372113.1 J19513 CERT
31, 2001, by Docko, Inc., licensed engineers, on file in the office of the District and the office
of the Clerk of the Town, as well as original furnishings, equipment, machinery and apparatus
required for the purposes for which said building and terminal are to be used (herein called the
"Project"). The estimated maximum cost of said specific object or purpose, including preliminary
costs and costs incidental thereto and to the financing thereof, is $8,000,000 and the plan of
financing includes the expenditure of the grants as hereinabove referred to in the Recitals hereof
and the issuance of obligations, including serial bonds and bond anticipation notes, in the principal
amount of not [o exceed $4,800,000 to finance that portion of said appropriation for which such
grants are not available. The principal and interest on such obligations, shall be assessed, levied
and collected from the several lots and parcels of land within the District by the Town Board in
the manner provided by law, but if not paid from such source, all the taxable real property within
the Town shall be subject to [he levy of ad valorem taxes, without limitation as to rate or amount,
sufficien[ to pay the principal of and interest on said obligations as the same shall become due and
payable.
Section 2. Serial bonds of the Town are hereby authorized to be issued in the
principal amount of not to exceed $4,800,000 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 that portion of said appropriation for which grants are not available.
Section 3. The following additional matters are hereby determined and declared:
(a) The period of probable usefulness of the Project, being the specific object
or purpose for which said serial bonds are authorized to be issued, within the limitations of
Section 11.00 a. 46 of the Law, is twenty (20) years.
37?313 1 019513 CERT
~ •
(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 [he effective date of this resolution for [he purpose for which said bonds are authorized. The
foregoing statement of intent with respect to reimbursement is made inconformity with Treasury
Regulation Section 1.150-2 of the United Slates Treasury Department.
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 eneral obligations of the Town, payable as to both principal and interest by a
g
general tax upon all the taxable real property within the Town withou[ limitation as to rate or i
amount. The faith and credit of [he 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 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
37?J 13 1 019513 CERT
•
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 dale of the
publication of such resolution, or a summary thereof, 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 resolution shall take effect immediately.
The adoption of the foregoing resolution was seconded by Councilman Craig A. Richter
and duly put to a vote on roll call, which resulted as follows:
Councilman Craig A. Richter
AYES: Councilman Brian G. Murphy
Councilman John M. Romanelli
Justice Louisa P. Evans
Supervisor Jean W. Cochran
NOES: None
The resolution was declared adopted.
councilman John D. Romanelli offered the following resolution and moved its
adoption:
37?113.1 OI9513 CERT
• ~ •
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, [N
THE COUNTY OF SUFFOLK, NEW YORK, AS FOLLOWS:
Section 1. The Town Clerk is hereby directed to publish a summary of the
foregoing bond resolution, in full, in the "SUFFOLK T[MES," a newspaper published in the
Town of Sou hold, 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 adop[ion of the foregoing resolution was seconded byConncilman craiQ A. Richter
and duly pu[ to a vote on roll call, which resulted as follows:
Councilmmn Craig A. Richter
AYES: Councilman Brian G. Murphy
Councilman John D. Romanelli
Justice Louisa P. Evans
Supervisor Jean W. Cochran
NOES: None
The resolution was declared adopted.
37^_313.1 019513 CERT
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 extrac[ from the
minutes of a meeting of the Town Board of said Town, duly called and held on July 31, 2001,
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.
[N WITNESS WHEREOF, [ have hereun[o set my hand and affixed the
corporate seal of said Town this tst day of
August , 2001.
(SEAL) C~_.~~~~L?'~
Town Clerk
sr~ai~ i m~su tear