HomeMy WebLinkAboutVarious Purposes
$6,619,000
~EDSTATESOFAMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOW
BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2006
The Town of Southold, in the COWlty of Suffolk, a mWlicipal corporation of the State of New York, hereby
acknowledges itself indebted and for value received promises to pay to the Bank of America, N.A., the registered owner hereof,
the sum of SIX MILliON SIX HUNDRED NINETEEN mOUSAND DOLLARS ($6,619,000) on the 20th day of Apri~
2007, together with interest thereon from the date hereof at the rate of three and .ixty-.ix hundredth. per centum (3.66%) per
annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of
America, at the Town of Sonthold, Town Hall, 53095, Main Road, Southold, New York.
Both principal of and interest on this Note sball be payable only to the registered holder, his legal representatives,
successors or transferees. This Note sball be transferable only upon presentation to the Town Clerk with a written transfer of title
and such Town Clerk sball thereupon register this Note in the name of the transferee in his or her books and shall endorse a
certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal
representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its
genuineness by an officer of a bank or trust company located and authorized to do business in this State.
TIlls Note is the one of an authorized renewal note issue, the principal amount of which is $6,619,000. issued to renew
bood anticipation notes oflike principal amoWlt maturing on April 21, 2006.
This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated
Laws of the State of New York, six (6) bond resolutions duly adopted by the Town Board on their respective dates, authorizing
various pwposes in and for the Town and the Certificate of Determination executed by the Supervisor on April 21, 2006.
This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of
Section 265 of the Internal Revenue Code of 1986, as amended
The faith and credit of such Town of Southold are hereby irrevocably pledged for the punctual payment of the principal
of and interest on this Note according to its terms. It is hereby eertified and recited that all conditions, acts and things required by
the Constitution and statutes of the State of New York to exist, to bave happened and to have been performed precedent to and in
the issuance of this Note, exis~ have happened and have been performed, and that this Note, together with all other indebtedness
of such Town of Southold, is within every debt and other limit prescribed by the Constitution and laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed by its Supervisor, and its
corporate seal (or a facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and attested by its
Deputy Town Clerk and this Note to be dated as of the 21st day of April, 2006.
(SEAL)
TOWN OF soumow
LA?K$-/
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Supervlsor
By
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CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $6,619,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2006 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 as the
chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond
resolutions duly adopted and as referred to in paragraphs 1 to 6 inclusive, hereof, and subject to
the limitations prescribed in said bond resolutions, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of
$2,165,000 shall be issued to renew, in part, the $2,240,000 bond anticipation note dated April
22,2005, maturing April 21, 2006 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
March 13, 2001, appropriating the amount of $2,600,000 for the
increase and improvement of facilities of the Southold Solid Waste
Management District, in said Town, and authorizing the issuance of
$2,600,000 serial bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to and the Certificate of
Determination executed by the Supervisor on April 22, 2005, the redemption of said $2,240,000
bond anticipation note having been heretofore provided to the extent of $75,000 from a source
other than the sale of serial bonds
2. A bond anticipation note ofthe Town in the principal amount of $645,000
shall be issued to renew, in part, the $670,000 bond anticipation note dated April 22, 2005,
maturing April 21, 2006 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
November 19,2002, appropriating the amount of $750,000 in addition
to the amount of $2,600,000 heretofore appropriated for the increase
and improvement of facilities of the Southold Solid Waste
Management District, in said Town, stating the estimated maximum
cost of said increase and improvement of facilities, including said
additional appropriation, is $3,350,000 and authorizing the issuance of
$750,000 Serial Bonds to finance said additional appropriation, said
bond being in addition to the $2,600,000 Serial Bonds of said Town
heretofore authorized,"
duly adopted by the Town Board on the date therein referred to and the Certificate of
Determination executed by the Supervisor on April 22, 2005, the redemption of said $670,000
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bond anticipation note having been heretofore provided to the extent of $25,000 from a source
other than the proceeds of the serial bonds.
3. A bond anticipation note of the Town in the principal amount of $66,000
shall be issued to renew, in part, the $138,000 bond anticipation note dated April 22, 2005,
maturing April 21, 2006 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 ("Town"),
adopted October 22, 2002, authorizing the Town to (a) acquire a
leasehold interest, for a term of 20 years, in the certain piece or parcel
of land in Cutchoque, situate on Griffing Street, North of Main Road
(Route 25), containing 38,250 square feet, more or less, as the site of a
public parking area, and (b) construct a public parking area on said site
(collectively, the "Project"); appropriating $230,000 for said
construction; authorizing the issuance of $230,000 Serial Bonds to
finance said appropriation; stating that the Town Board, as lead
agency, has determined that the project is an unlisted action having no
significant effect on the environment and that a negative declaration
has been issued and filed; stating the plan of financing of said
construction is the issuance of said serial bonds to finance said
appropriation and the levy and collection of taxes to pay the principal
of and interest on said bonds",
duly adopted by the Town Board on the date therein referred to and the Certificate of
Determination executed by the Supervisor on April 22, 2005, the redemption of said $138,000
bond anticipation note having been heretofore provided to the extent of $72,000 from a source
other than the sale of serial bonds, including unexpended proceeds of said $13 8,000 bond
anticipation note maturing on April 21, 2006.
4. A bond anticipation note of the Town in the principal amount of$143,000
shall be issued to renew, in part, the $205,000 bond anticipation note dated April 22, 2005,
maturing April 21, 2006 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
March 9, 2004, authorizing the acquisition of equipment for the use by
the Town Highway Department as follows: (I) a Street Sweeper, a the
estimated maximum costs of $170,000, and (2) a Payloader, at the
estimated maximum cost of $140,000 stating the estimated total cost
thereto is $310,000; appropriating said amount therefore and
authorizing the issuance of $310,000 serial bonds of said town to
finance said appropriation,"
duly adopted by the Town Board on the date therein referred to and the Certificate of
Determination executed by the Supervisor on April 22, 2005, the redemption of said $205,000
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bond anticipation note having been heretofore provided to the extent of $62,000 from a source
other than the sale of serial bonds.
5. A bond anticipation note of the Town in the principal amount of$475,000
shall be issued to renew, in part, the $640,000 bond anticipation note dated April 22, 2005,
maturing April 21, 2006 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
September 7,2004, authorizing the payment of $818,630.10 to settle
the claim of the State of New York in the matter of the "State of New
York v. Town of Southold" (Index No. 1436-92); relating to Spill
Number 85-1219; stating the estimated maximum cost thereof,
including preliminary costs, legal costs and costs incidental thereto and
the financing thereof in the amount of $6,369.90, is $825,000;
appropriating said amount therefor and authorizing the issuance of
$825,000 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 22, 2005, the redemption of said $640,000
bond anticipation note having been heretofore provided to the extent of $165,000 from a source
other than the sale of serial bonds, including unexpended proceeds of said $640,000 bond
anticipation note maturing on April 21, 2006.
6. A bond anticipation note of the Town in the principal amount of
$3,125,000 shall be issued to renew, in part, the $3,250,000 bond anticipation note dated April
22,2005, maturing April 21, 2006 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
November 16, 2004, appropriating $3,250,000 for the increase and
improvement of the facilities of the Southold Solid Waste
Management District, in said Town; authorizing the issuance of
$3,250,000 serial bonds of said Town to finance said
appropriation; and authorizing any funds to be received from the
United States of America and/or the State of New York by grant or
any other sources to be expended towards the cost of said object or
purpose or redemption of the Town's obligations issued therefor,
or to be budgeted as an offset to the taxes for the payment of the
principal of and interest on said obligations,"
duly adopted by the Town Board on the date therein referred to and the Certificate of
Determination executed by the Supervisor on April 22, 2005, the redemption of said $3,250,000
bond anticipation note having been heretofore provided to the extent of $125,000 from a source
other than the sale of serial bonds.
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7. Said $2,165,000, said $645,000 note, said $66,000 note, said $143,000
note, said $475,000 note, and said $3,125,000, shall be combined for the purpose of sale into a
single note issue in the aggregate principal amount of $6,619,000 (hereinafter referred to as the
"Note").
8. The terms, form and details of said Note shall be as follows:
Amount and Title:
$6,619,000 Bond Anticipation Note for Various Purposes-
2006
Dated:
April 21, 2006
April 20, 2007
Matures:
Number and
Denomination:
No. 9R-I, at $6,619,000
Interest Rate
per annum:
3.66%
Form of Note:
Substantially in accordance with form prescribed by
Schedule B, 2 of the Local Finance Law of the State of
New York
9. The amount of bond anticipation notes originally issued in anticipation of
the issuance of the serial bonds authorized pursuant to the resolutions referred to in paragraphs I
to 8, inclusive, hereof, including the Note, (I) $2,600,000, (2) $750,000, (3) $230,000, (4)
$310,000, (5) $640,000, and (6) $3,250,000, respectively, and the amount ofbond anticipation
notes which will be outstanding after the issuance of the Note, including said Note, will be (I)
$2,165,000, (2) $645,000, (3) $66,000, (4) $143,000, (5) $475,000, and (6) $3,125,000,
respectively.
10. The serial bonds authorized pursuant to the bond resolutions referred to in
paragraphs 3, 4, and 5 hereof are for improvements which are non-assessable. The serial bonds
authorized pursuant to the bond resolutions referred to in paragraphs I, 2, and 6 hereof are for
improvements which are assessable.
II. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Bank of America, N. A., Boston, Massachusetts, for the
purchase price of $6,619,000, plus accrued interest, if any, from the date of said Note to the date
of delivery thereof and payment thereto, said note to be payable to Bank of America, N. A.,
Boston, Massachusetts, as registered owner, and I FURTHER DETERMINE that said Note shall
be payable as to both principal and interest at Town of Southold, Town Hall, 53095, Main Road,
Southold, New York, and shall bear interest at the rate of three and sixty-six per centum (3.66%)
per annum, payable at maturity.
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12. 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 its Deputy 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 21 st day of April,
2006 . -/ ____
_~~~,b<-/
Supervisor
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CLERK'S CERTIFICATE
I, Linda Cooper, Deputy Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in the office of the Town Clerk on the 21 st day of
April, 2006; 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 bond resolutions
cited in said Certificate has been adopted by the Town Board of the Town.
IN WITNESS WHEREOF,
I have hereunto set my hand and affixed the
corporate seal of said Town this 21 st day of April,
2006.
(SEAL)
~rh~ (.I~
Deputy Town lerk
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ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A Russell, Supervisor of the Town of Southold (the "Issuer"), in the
County of Suffolk, State of New York, HEREBY CERTIFY with respect to the Issuer's
$6,619,000 Bond Anticipation Note for Various Purposes-2006 (the "Note") dated and issued on
April 21, 2006, 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
I, I, 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 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 ofthe 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 Ll48-2(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
I A 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 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,
I S 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
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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 bearer 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 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 2IB(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 2IB(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.
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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.
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 six (6) bond resolutions adopted by the
Town Board on their respective dates, (the "Resolutions"), as referred to in the Certificate of
Determination executed by the Supervisor on April 21, 2006.
(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.
1.2. 2.2. Purpose of Issue. The Note is being issued to provide funds for
various purposes in and for the Town (collectively, the "Project" or the "Projects"), as further
described in the Resolutions.
2.3. Use of Original Proceeds. The proceeds of sale of the Note in the amount of
$6,619,000 (the "Note") and $556,000 in available funds will be used to redeem a prior issue of
bond anticipation notes in the amount of $7,175,000, which will be redeemed at maturity on
April 21, 2006 (the "Prior Issue"), heretofore issued to finance the Projects.
2.4. Ownership/Lease/Sale. The Projects 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.
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2.7. UnrelatedlRelated 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 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 ofthe term, and (iii) the amount of the per
unit fee is specified in the contract or otherwise limited by the qualified user or a third
party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a
percentage of fees charged, (i) the contract has a term (including renewal options) not
exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the
end of the first year, and (iii) the service provider primarily provides services to third
parties or the contract involves a facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a
management contract or agreement for each person for whom the
service provider assumes the responsibility to provide all needed
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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 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 are to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
ArbitragelRebate 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
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notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note are
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 Repavment 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.
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ARTICLE IV
Bank Oualification
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:
(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 of3 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 Resolution, in renewal of
which such Note is being issued, does not exceed 30 years; and
(vi) not more than $10,000,000 of obligations issued by the Issuer during the
calendar year in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold this 21 st day
of April, 2006.
~'_I</
- Supervisor
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AFFIDA VII AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
Linda Cooper, being duly sworn upon her oath deposes and says:
13. I am the duly appointed, qualified and acting Deputy Town Clerk of the
Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed
hereto called "Town");
14. 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 21st day of April, 2006 to
the financial institution indicated in such Certificate, I have made a careful inquiry of each
officer and employee of the Town having the power or duty to ( a) negotiate, prepare, authorize
or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims
under the contract or (c) appoint an officer or employee who has any of the powers or duties set
forth above, as to whether or not such officer or employee has an interest (as defined pursuant to
Article 18 of the General Municipal Law) in such contract;
15. 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
~/>Ih4- ~
Deputy Town lerk
Subscribed and sworn to before me
this 21st day of April, 2006.
IONIIIE J.1IOlltlSII
NollIfY Public, StIlI OIIltwM
No. 01006095328, SaffoIk ~
TermElpim.7,20 (}1
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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.
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CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of South old, 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 April 21, 2006, we officially signed and properly executed
by manual signatures the $6,619,000 Bond Anticipation Note for Various Purposes-2006(the
"Note") of the Town, said Note to be payable to Bank of America, N.A, Boston, Massachusetts,
and otherwise described in Schedule A annexed hereto and by this reference made a part hereof,
and that at the time of such signing and execution and on the date hereof we were and are the
duly chosen, qualified and acting officers of the Town authorized to execute said Note and
holding the offices indicated by the respective titles set opposite our signatures hereto for terms
expiring on the dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of said Note or the levy or collection
of any taxes to pay the interest on or principal of said Note, or in any manner questioning the
authority or proceedings for the issuance of said Note or for the levy or collection of said taxes,
or relating to said Note or affecting the validity thereof or the levy or collection of said taxes,
that neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of said Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
has been affixed, impressed, imprinted or otherwise reproduced upon said Note and is the legally
adopted, proper and only official corporate seal of the Town.
And, I, Scott A Russell, Supervisor, HEREBY FURTHER CERTIFY that on
April 21, 2006, I delivered or caused the delivery of said Note to Bank of America, N.A,
Boston, Massachusetts, the purchaser thereof, and that at the time of such delivery of said Note, I
received from said purchaser the amount hereinbelow stated, in full payment for said Note,
computed as follows:
Price ............ ................. ...................... $6,619,000
Interest on said Note accrued to the
date of such delivery ............................ -0-
Amount Received .................. .................... $6,619,000
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IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 21st day of April, 2006.
Signature
~1t#'if
Term of Office
Expires
Title
December 31, 2007
Supervisor
~d;. 9 (J!;I..."LJ'~J
,
December 31, 200!l
Deputy Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, are true and genuine and that I know said officers and know them to
hold the respective offices set opposite their signatures.
(}.a/1fJ.-L- ~
(Signature) (
C$1L
(Title)
of AlarM FOr IL BeuJc.
(Name of Bank)
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ATTORNEY'S CERTIFICATE
I, Patricia Finnegan, HEREBY CERTIFY that I am a licensed attorney at law of
the State of New York having offices at Town Hall, 53095 Main Road, Southold, New York, and
am the duly chosen, qualified and acting Town Attorney of the Town of Southold, in the County
of Suffolk, a municipal corporation of the State of New York and herein referred to as the
"Town", that no litigation of any nature is now pending or threatened restraining or enjoining the
issuance or delivery of the Note of the Town, said Note to be payable to Bank of America, N.A.,
Boston, Massachusetts, and otherwise described as set forth in Schedule A annexed hereto and
by this reference made a part hereof or the levy or collection of any taxes to pay the interest on or
principal of said Note, or in any manner questioning the authority or proceedings for the issuance
of said Note or for the levy or collection of said taxes, or relating to said Note or affecting the
validity thereof or the levy or collection of said taxes, that neither the corporate existence or
boundaries of the Town nor the title of any of the present officers thereof to their respective
offices is being contested, and that no authority or proceedings for the issuance of said Note has
or have been repealed, revoked or rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April,
2006
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SCHEDULE A
Amount and Title: $6,619,000 Bond Anticipation Note for Various Purposes-2006
Dated: April 21, 2006
Mature: April 20, 2007
Number,
Denomination
and Interest Rate: No. 9R-1, at $6,619,000, bearing interest at 3.66% per annum
498522.1 023580 CERT