HomeMy WebLinkAboutVarious Purposes (2)
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ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Joshua Y. Horton, 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 $2,096,000 Bond Anticipation Note for Various Purposes-2003,
being a combined issue of bond anticipation notes authorized in anticipation of the sale of serial
bonds pursuant to various bond resolutions (hereinafter referred to as the "Note" or "Notes"),
dated September 12, 2003, and maturing on September 12, 2003, as follows:
Unless the context clearly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth herein or in the Resolutions, the Code
or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authority of Signatory. I am an officer of the Issuer, charged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Purpose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regarding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.l48-2(b )(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note The provisions of this certificate
constitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
1.3 Reasonable Expectations. This certificate sets forth the facts, estimates
and circumstances now in existence which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would cause the Note to be an arbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there are no
other facts, estimates or circumstances that would materially change that expectation.
1.4. No Composite Issue. Except for the $3,000,000 bond anticipation note for
Fishers Island Ferry District-2003, dated September 12, 2003, no other governmental obligations
have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date
of the Note, pursuant to a common plan of financing which are expected to be paid from
substantially the same source of funds as the Note
1.5 No Federal Guarantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which are: (a) invested during the temporary period referred to
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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 Note
is or will be guaranteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guaranteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guaranteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guaranteed yield and having a term of 4 years or more.
1.9 IRS Information Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 8038-G or 8038-GC.
ARTICLE II
Use ofProiect and Proceeds
2.1. Authorization. (a) The Note is authorized to be issued pursuant to applicable
provisions of the laws of the State of New York and various bond resolutions adopted 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 September 12, 2003.
(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.
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2.2. Purpose of Issue. The Note is being issued to provide funds for various
purposes in and for the Town ("the Project"), as further described in the Resolutions.
2.3. Use of Proceeds. The proceeds of sale of the Note in the amount of
$1,006,000 (the "Current Refunding Note") will be used, together with other available Village
funds in the amount of $339,000, and $525,000 of the proceeds of the $3,000,000 Bond
Anticipation Notes for Fishers Island Ferry District-2003, to redeem a prior issue of bond
anticipation notes which matures on September 12,2003, in the aggregate principal amount of
$1,870,000 (the "Prior Issue"), heretofore issued to finance the Project. The balance of the
proceeds of sale of the Note in the aggregate principal amount of $1,090,000 (the "New Money
Note") will be used to provide original financing for 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. UmelatedlRelated 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,
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management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who are not State or local governments
on a basis different than the general public. Any management, or operations contract or
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based on a
periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five years; (ii) the issuer may terminate the
contract, without penalty, at the end of any three year period, and (iii) at least 50% of the
compensation paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit
fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including
renewal options) not exceeding three years; (ii) the issuer may terminate such contract
(without penalty) at the end of the second year of the term, and (iii) the amount of the per
unit fee is specified in the contract or otherwise limited by the qualified user or a third
party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a
percentage of fees charged, (i) the contract has a term (including renewal options) not
exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the
end of the first year, and (iii) the service provider primarily provides services to third
parties or the contract involves a facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(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 oftime (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
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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
unde~iting 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
ArbitrageIRebate 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 Project cited in Section 2.2 hereof, and the amount of such
commitment(s) with respect to such Project will or do exceed the amount equal to 5% of
$1,090,000, being the aggregate amount of obligations currently issued for such Project.
(b) Such Project has been completed, or, if such Project has not been
completed, work on the acquisition, construction or accomplishment of such Project will
proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three years from the date of this
Certificate. No more than 50 percent of the proceeds of the Note will be invested in
nonpurpose investments with a term of four years or more.
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3.3. 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;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local governmental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendar year in which the Prior Issue was issued and the current
calendar year would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendar
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement imposed
by Section 148 of the Code because all of the Gross Proceeds of such Current Refunding Note
will be expended to pay the Prior Issue within 90 days of the date hereof and will, therefore,
qualify for the six-month expenditure exception to rebate.
3.4. No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5. Source of Repavment Funds. The Note will be paid from taxes and the
proceeds of other obligations ofthe Issuer issued to fund the Note.
3.6. Debt Service Fund. The taxes used to pay principal and interest on the Note,
whether or not deposited in a debt service fund, will be expended within 13 months of the date of
deposit in such fund, or the date of their accumulation, in the payment of debt service on the
Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one year of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding year or one-twelfth of the debt service on the Note.
3.7. 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
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other similar fund which the Issuer reasonably expects to use to pay principal or interest on the
Note.
ARTICLE IV
Bank Oualification
4. L 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 years; and
(vi) not more than $10,000,000 of obligations issued by the Issuer during the
calendar year in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be 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 12th
day of September, 2003.
L -r~~
/ Supervisor
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CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $2,096,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2003 OF THE TOWN OF
SOUTHOLD, NEW YORK.
I, Joshua Y. Horton, Supervisor of the Town of Southold, New York (herein
called the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me,
the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond
resolutions duly adopted and amended and as referred to in paragraphs 1 to 11, inclusive, hereof,
and subject to the limitations prescribed in said bond resolutions, I have made the following
determinations:
1. A bond anticipation note of the Town in the principal amount of$IIO,OOO
shall be issued to renew, in part, the $167,000 bond anticipation note dated September 13, 2002,
maturing September 12, 2003, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
April 11, 2000, authorizing the acquisition and installation of a
computer system network, including hardware, software and
appurtenant equipment, machinery, apparatus and furnishings, in
Town offices; stating the estimated maximum cost thereof is
$335,000; appropriating said amount therefor, including the
appropriation of $50,000 current funds and authorizing the
issuance of $285,000 serial bonds of said Town to finance the
balance of said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 13, 2002, the redemption of said
$167,000 bond anticipation note having been heretofore provided to the extent of$57,000 from a
source other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the principal amount of $77,000
shall be issued to renew, in part, the $115,500 bond anticipation note dated September 13, 2002,
maturing September 12, 2003, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
February 29, 2000, appropriating the amount of $260,000 for the
increase and improvement of facilities of the Southold Solid Waste
Management District, in said Town, including the expenditure of
$67,500 of available Town funds to pay a part of said
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approprIatIOn, and authorizing the issuance of $192,500 serial
bonds of said Town to finance the balance of said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 13, 2002, the redemption of said
$77,000 bond anticipation note having been heretofore provided to the extent of $38,500 from a
source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $50,000
shall be issued to renew, in part, the $68,000 bond anticipation note dated September 13,2002,
maturing September 12, 2003, and heretofore issued in anticipation of the sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
May 8, 200 I, authorizing the purchase of a catamaran patrol vessel
to be used by the Marine Division of the Town Police Department,
stating the estimated maximum cost thereof is $90,000,
appropriating said amount therefor and authorizing the issuance of
$90,000 serial bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 13, 2002, the redemption of said
$68,000 bond anticipation note having been heretofore provided to the extent of $18,000 from a
source other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of$168,000
shall be issued to renew, in part, the $224,000 bond anticipation note dated September 13,2002,
maturing September 12, 2003, 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, authorizing the second phase of the original improvement and
embellishment of the new public park and recreational area on the land
containing 13.85 acres, more or less, on the west side of Peconic Lane,
heretofore acquired and now owned by and situate in, said Town; stating
the estimated maximum cost thereof is $280,000, including preliminary
costs and costs incidental thereto and to the financing thereof;
appropriating said amount therefor and authorizing the issuance of
$280,000 serial bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 13, 2002, the redemption of said
$168,000 bond anticipation note having been heretofore provided to the extent of $56,000 from a
source other than the proceeds of serial bonds.
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5. A bond anticipation note of the Town in the principal amount of$191,000
shall be issued to renew, in part, the $257,000 bond anticipation note dated September 13, 2002,
maturing September 12, 2003, and heretofore issued in anticipation of the sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 31, 2001, appropriating $330,000 to defray costs and expenses
of the Suffolk County Water Authority associated with the
extension of Authority water mains into a portion of Cutchogue, in
the Town, stating the estimated maximum cost thereof is $330,000
and authorizing the issuance of $330,000 serial bonds of said
Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 13, 2002, the redemption of said
$257,000 bond anticipation note having been heretofore provided to the extent of $66,000 from a
source other than the proceeds of serial bonds.
6. A bond anticipation note of the Town in the principal amount of $410,000
shall be issued to renew, in part, the $425,000 bond anticipation note dated September 13, 2002,
maturing September 12,2003, 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 30, 2002 and amended December 17, 2002, authorizing the
construction of a new bridge on Peconic Bay Boulevard to cross
Brushes Creek, in said Town; stating the estimated maximum cost
thereof is $650,000; appropriating the said amount therefor,
including the appropriation of a grant of $50,000 and such other
moneys expected to be received from the State of New York, to
reimburse the Town; authorizing the issuance of $650,000 serial
bonds of the Town to finance said appropriation and stating the
plan of financing includes the issuance of said serial bonds, the
application of said state moneys to reimburse the Town and the
levy and collection of taxes to pay principal of and interest on said
bonds,"
duly adopted and amended by the Town Board on the dates therein referred to, and the
Certificate of Determination executed by the Supervisor on September 13, 2002, the redemption
of said $425,000 bond anticipation note having been heretofore provided to the extent of$15,000
from a source other than the proceeds of serial bonds.
7. A bond anticipation note of the Town in the principal amount of $225,000
shall be issued in anticipation of the sale of serial bonds authorized pursuant to the bond
resolution cited in paragraph 6 hereof.
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8. A bond anticipation note of the Town in the principal amount of $400,000
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
March 25, 2003, authorizing the acquisition of vehicles and
equipment for use by the Town Highway Department as follows:
(a) trucks with combination dump bodies, at the estimated
maximum cost of $300,000 and (b) paving equipment, consisting
of a paver, a roller and a trailer, at the estimated maximum cost of
$100,000; stating the estimated total cost thereof is $400,000;
appropriating said amount therefor and authorizing the issuance of
$400,000 serial bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to
9. A bond anticipation note of the Town in the principal amount of $65,000
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 8, 2003, authorizing the acquisition and installation of an
automated time management system in Town facilities, including
personal computer, software, equipment, machinery and
appurtenances thereto; stating the estimated maximum cost thereof
is $65,000; including preliminary costs and costs incidental thereto
and to the financing thereof; appropriating said amount therefor
and authorizing the issuance of $65,000 serial bonds of said Town
to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to.
10. A bond anticipation note of the Town in the principal amount of $200,000
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 8, 2003, authorizing the construction of improvements to the
human resources building located at 750 Pacific Street, in
Mattituck; stating the estimated maximum cost thereof is
$252,000; appropriating said amount therefor, including the
expenditure of approximately $52,000 insurance proceeds and/or
other funds to pay a part of said appropriation; and authorizing the
issuance of not to exceed $200,000 bonds of said Town to finance
the balance of said appropriation,"
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duly adopted by the Town Board on the date therein referred to.
11. A bond anticipation note of the Town in the principal amount of $200,000
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
August 12, 2003, authorizing the construction of various
recreational improvements at the Strawberry Fields Fairgrounds,
pursuant to the agreement between the Town and the County of
Suffolk dated April 29, 2002; stating the estimated maximum cost
thereof is $200,000; appropriating said amount therefor, and
authorizing the issuance of $200,000 bonds of said Town to
finance said appropriation,"
duly adopted by the Town Board on the date therein referred to.
12. Said $110,000 note, said $77,000 note, said $50,000 note, said $168,000
note, said $191,000 note, said $410,000 note, said $225,000 note, said $400,000 note, said
$65,000 note, said $200,000 note and said $200,000 note shall be combined for the purpose of
sale into a single note issue in the aggregate principal amount of $2,096,000 (hereinafter referred
to as the "Note").
13. The terms, form and details of said Note shall be as follows:
Amount and Title:
$2,096,000 Bond Anticipation Note for Various
Purposes-2003
Dated:
September 12, 2003
Matures:
September 10, 2004
Number and
Denomination:
Number 5R-I, at $2,096,000
Interest Rate
per annum:
1.14%
Form of Note:
Substantially in accordance with form prescribed by
Schedule B, 2 of the Local Finance Law of the State of
New York.
14. The respective amounts of bond anticipation notes originally issued in
anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions
referred to in paragraphs 1 to 11, inclusive, hereof, including the Note, are: (1) $285,000, (2)
$192,500, (3) $90,000, (4) $280,000, (5) $330,000, (6) and (7) $650,000 (8) $400,000, (9)
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$65,000, (10) $200,000 and (11) $200,000, and the respective amounts of bond anticipation
notes which will be outstanding after the issuance of the Note, including said Note, will be: (1)
$110,000, (2) $77,000, (3) $50,000, (4) $168,000, (5) $191,000, (6) and (7) $635,000, (8)
$400,000, (9) $65,000, (10) $200,000 and (II) $200,000.
15. The serial bonds authorized pursuant to the resolution referred to in
paragraph 2 hereof, are for improvements which are assessable, and the serial bonds authorized
pursuant to the resolutions referred to in paragraphs 1, 3, 4,5,6,7,8,9, 10 and 11 hereof, are for
improvements which are non-assessable.
16. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Fleet Bank, Southold, New York, for the purchase price of
$2,096,000, plus accrued interest, if any, from the date of said Note to the date of delivery
thereof payable to Hare & Co., as registered owner, and I FURTHER DETERMINE that said
Note shall be payable as to both principal and interest at the office of the Town Clerk, Town of
Southold, 53095 Main Road, Southold, New York, New York, and shall bear interest at the rate
of one and fourteen hundredths per centum (1.14%) per annum, payable at maturity.
17. 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 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 12th day of September, 2003.
f- ;y ~/'
/ Supervisor
432852.1026311 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 12th
day of September, 2003; 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 this 12th day of
September, 2003.
(SEAL)
rD'4";b~O r;~
Town Clerk
432852.1 026311 CERT
r
.1
.
.
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 ofthe Note of the Town described
in the Certificate of Determination executed by the Supervisor on the 12th day of September,
2003, to the financial institution indicated in such Certificate, I have made a careful inquiry of
each officer and employee of the Town having the power or duty to (a) negotiate, prepare,
authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or
claims under the contract, or ( c) appoint an officer or employee who has any of the powers or
duties set forth above, as to whether or not such officer or employee has an interest (as defined
pursuant to Article 18 of the General Municipal Law) in such contract;
3. That upon information and belief, as a result of such inquiry, no such
officer or employee has any such interest in said contract unless otherwise noted in Schedule A
annexed hereto and by this reference made a part hereof
~ Q.../h,
Town Cle
Subscribed and sworn to before me
this 12th day of September, 2003.
~
Notary PUblic,~a~rk
UNDAJ. COOPER
NOTARY PUBUC. ~ 01 NewY"'"
No. 4822583. Suffolk Coul'llY
TermExpi", j)"c. ,,. ~D(,
432852.1 026311 CERT
>
..
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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.
432852] 026311 CERT
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CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York and herein referred to as the "Town",
HEREBY CERTIFY that on or before September 12, 2003, we officially signed and properly
executed by manual signatures the $2,096,000 Bond Anticipation Note for Various Purposes-
2003 (the "Note") of the Town, payable to Hare & Co., as registered owner, and otherwise
described in Schedule A annexed hereto and by this reference made a part hereof, and that at the
time of such signing and execution and on the date hereof we were and are the duly chosen,
qualified and acting officers of the Town authorized to execute said Note and holding the
respective offices indicated by the titles set opposite our signatures hereto for terms expiring on
the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of said Note or the levy or collection
of any taxes to pay the interest on or principal of said Note, or in any manner questioning the
authority or proceedings for the issuance of said Note or for the levy or collection of said taxes,
or relating to said Note or affecting the validity thereof or the levy or collection of said taxes,
that neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of said Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
has been affixed, impressed, imprinted or otherwise reproduced upon said Note and is the legally
adopted, proper and only official corporate seal of the Town.
And, I, Joshua Y. Horton, Supervisor, HEREBY FURTHER CERTIFY that on
September 12, 2003, I delivered, or caused the delivery of said Note to Fleet Bank, Southold,
New York, the purchaser thereof, and that at the time of such delivery of said Note, I received
from said purchaser the amount hereinbelow stated, in full payment for said Note, computed as
follows:
Price.... . ...... ...
Interest on said Note accrued to the
date of such delivery... ... ... ... ... ...
Amount Received
........... ..$2,096,00000
-0-
.... ... .$2,096,000.00
432852.1026311 CERT
"
.
.
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 12th day of September, 2003.
Signature
~ *~;--
fh$_~~O~4.'~
Term of Office
Expires
December 31,2003
December 31, 2005
Title
Supervisor
Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, are true and genuine and that I know said officers and know them to
hold th espective offices set opposite their signatures.
-.-/ i?A. 4~AJ1.UP of
(Signature) (Tit e)
~hd~,
. (Name of Bank)
432852.1 026311 CERT
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ATTORNEY'S CERTIFICATE
I, Gregory F. Yakaboski, HEREBY CERTIFY that I am a licensed attorney at law
of the State of New York, having offices at 53095 Main Road, Southold, New York, and am the
duly chosen, qualified and acting Town Attorney of the Town of Southold, in the County of
Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town",
that no litigation of any nature is now pending or threatened restraining or enjoining the issuance
or delivery of the Note of the Town, payable to Hare & Co., as registered owner, 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 12th day of
September, 2003.
Attorney
Amount and Title:
Dated:
Matures:
Number and
Denomination: Number
Interest Rate
per annum:
.
.
SCHEDULE A
$2,096,000 Bond Anticipation Note for Various Purposes-2003
September 12,2003
September 10,2004
5R-I, at $2,096,000
1.14%