HomeMy WebLinkAboutRefunding
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MCC 55 WATER STREET
NEW YORK, NY 10041-0099
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TEL: (212) 855-4535
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October 26, 2013-
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TOWN OF SOUTHOLD
JOHN CUSHMAN
53095 MAIN RD
SOUTHOLD, NY 11971-0959
(631) 765-4333 EXT: 4333
Re: Declaration of Unavailable Certificates - Termination of Limited Indemnity
Ladies and Gentlemen:
We refer to the Declaration of Unavailable Certificate(s) and Limited Indemnity,
bearing control number 2013011520886 (the "Declaration"), provided by The
Depository Trust Company ("DTC") with respect to the Security Certificates' listed
on the attached "Schedule A" in order to process one or more transactions with
respect to Security Certificates that were not available for Delivery by DTC due to
Hurricane Sandy.
The Security Certificates listed on Schedule A are now available. Pursuant to
Section 6 of the Declaration, the Security Certificates are attached to this letter
for immediate cancellation and this shall constitute Delivery of the Unavailable
Certificate(s) to the Issuer or its Representative.
Accordingly, the Indemnity set forth in Section 7 of the Declaration is terminated
and deemed null and void pursuant to the terms of the Declaration, provided,
however, that if:
1, the Issuer or its Representative shall report to DTC within thirty (30) days of
the date hereof that any of the Security Certificates listed on Schedule A are
not attached or are not identifiable (the "Exception Report") x the Indemnity
'Capitalized terms not defined herein shall have the meaning given to them in the Declaration.
2The Exception Report shall list: (a) the Declaration control number referenced in the first paragraph above;
(b) the applicable security Certificate number(s) and share amount(s); (c) any tracking number provided by DTC
to the issuer or its Representative with respect to this letter and its attachments; and (d) any other
comments deemed relevant by the issuer or its Representative concerning the Exception Report.
The Issuer or its Representative shall send the Exception Report via email to loia'dtcc.com.
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shall only terminate and be deemed null and void with respect to those
Security Certificates listed on Schedule A that do not appear on the
Exception Report. The Indemnity with respect to the Security Certificates
listed on the Exception Report shall not terminate nor be deemed null and
void until mutually agreed by DTC and the Issuer or its Representative after
having balanced their records and reconciled the exceptions listed on the
Exception Report; and
2. DTC does not receive an Exception Report from the Issuer or its
Representative within thirty (30) days of the date hereof, your receipt of
this letter and its attachments shall constitute your acknowledgment that,
pursuant to the Declaration, you have received the Security Certificates
listed on the attached Schedule A.
Please call Agnes Chiam at (212) 855-3366 if you have any questions.
THE DEPOSITORY TRUST ANY
By:
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LOI: 2013011520886 8360 TOWN OF SOUTHOLD
CUSIP Certificate Denomination Registration Agent LOI LOI Exception Comments
Number Receipt Exception
8445721-E0 000000000009 110000 'CEDE & CO.
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REGIaERED REGISTERED
NO. R4 $110,000
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
A TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2013 3.50% February 8, 2005 844572 HEO
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W REGISTERED OWNER: CEDE & CO.
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PRINCIPAL SUM: ONE HUNDRED TEN THOUSAND DOLLARS
O The Town of Southold, in the County of Suffolk, a municipal corporation of the
0 State of New York, hereby acknowledges itself indebted and for value received promises to pay
_ to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
M stated above) the PRINCIPAL SUM
Z ~ !I ( ) (stated above) upon presentation and surrender of this bond
.i '0 at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
O Ili New York, as fiscal agent (herein called the "Fiscal Agent'), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date towhich interest has been at
the INTEREST RATE
IT1 Z ~ paid, (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
n in each year until maturity. Interest hereon shall be payable on each interest payment date to the
C registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
i registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
03 any coin or currency of the United States of America which, at the date of payment, is legal
z tender for the payment of public and private debts.
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REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
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ao The faith and credit of such Town of Southold are hereby irrevocably pledged to
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the punctual payment of the principal of and interest on this bond according to its terms.
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oN It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York to exist, to have happened and to have been
performed precedent to and in the issuance of this bond, exist, have happened and have been
performed, and that the issue of bonds of which this is one, together with all other indebtedness
of the 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 bond to be
executed in its name by the manual signature of its Supervisor and its corporate seal (or a
facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and
attested by the manual signature of the Town Clerk.
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TOWN OF SOUTHOLD
(SEAL) By nrl
Supervisor
ATTEST:
Town Cle •k
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Town of Southold, New York
Refunding Serial Bond-2005
This bond is one of an authorized issue, the principal amount of which is
$2,380,000, 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 (the "Law"), the refunding
A. bond resolution duly adopted by the Town Board of the Town on November 16, 2005,
authorizing the issuance of not to exceed $3,500,000 refunding serial bonds of the Town to
provide funds required by the Town to refund certain serial bonds of the Town as referred to
therein, and the Certificate of Determination executed by the Supervisor as of January 20, 2005,
determining the terms, form and details of issuance of said refunding serial bonds (the "Bonds")
and providing for their private sale (the "Certificate of Determination").
The Bonds are issuable in the form of registered bonds without coupons in
denominations of $5,000, or any integral multiple thereof.
This Bond is transferable or exchangeable, as provided in the Certificate of
Determination, only upon the books of the Town kept for that purpose, by the registered owner
j hereof in person, or by his attorney duly authorized in writing, upon the surrender of this bond
together with a written instrument of transfer or exchange satisfactory to the Town duly executed
by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or
Bonds, in the same aggregate principal amount and of the same maturity, shall be issued to the
transferee or the registered owner in exchange therefor as provided in the Certificate of
Determination and upon the payment of the charges, if any, therein prescribed.
The Bonds maturing will not be subject to redemption prior to maturity.
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Hawkins Delafield & Wood LLP
67 Wall Street
New York, New York 10005
= The Town Board of the
-r Town of Southold, in the
County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the sale and issuance of
A $2,380,000 aggregate principal amount Refunding Serial Bonds-2005 (the "Bonds") of the Town
of Southold (the "Town"), in the County of Suffolk, New York.
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The Bonds are 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 refunding
bond resolution duly adopted by the Town Board on November 16, 2005, authorizing the
issuance of not to exceed $3,500,000 refunding serial bonds of the Town to provide funds
required by the Town to refund certain serial bonds of the Town as referred to therein, and the
i Certificate of Determination executed by the Supervisor as of January 20, 2005, determining the
terms, form and details of issuance of said refunding serial bonds and providing for their private
sale.
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The Bonds are dated February 8, 2005, mature on February 15 in the respective
principal amounts in each of the following years, and bear interest at the respective rates per
annum payable on February 15, 2005, August 15, 2005 and semi-annually thereafter on February
15 and August 15 in each year until maturity, as set forth below:
Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2005 $280,000 2.50% 2011 255,000 3.25%
2006 245,000 2.50 2012 260,000 3.50
2007 240,000 2.50 2013 110,000 3.50
2008 245,000 2.75 2014 110,000 3-5/8
2009 265,000 3.00 2015 110,000 3.75
2010 260,000 3.00
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The Bonds are issued only in fully registered form without interest coupons, in the J_
name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an
automated depository for securities and clearinghouse for securities transactions which will
maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond
will be initially issued for each maturity in the aggregate principal amount of such maturity.
Purchases of ownership interests in the Bonds will be made in book-entry form in denominations
F of $5,000 or any integral multiple thereof.
In our opinion, said Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. The
enforceability of rights or remedies with respect to such Bonds 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
ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in
order that interest on the Bonds be and remain excluded from gross income under Section 103 of
the Code. These requirements include, but are not limited to, requirements relating to use and
expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross
proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be
rebated to the Federal government. Noncompliance with such requirements may cause interest
on the Bonds to become included in gross income for Federal income tax purposes retroactive to
their issue date> irrespective of the date on which such noncompliance occurs or is discovered.
The Town has covenanted to comply with certain applicable requirements of the Code to assure
the exclusion of interest on the Bonds from gross income under Section 103 of the Code.
In our opinion, under existing statutes and court decisions and assuming
continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is
excluded from gross income for Federal income tax purposes pursuant to Section 103 of the
Code, and (ii) interest on the Bonds is not treated as a preference item in calculating the
alternative minimum tax imposed on individuals and corporations under the Code; such interest,
j . however, is included in the adjusted current earnings of certain corporations for purposes of
calculating the alternative minimum tax imposed on such corporations. In rendering this
opinion, we have relied on certain representations, certifications of fact, and statements of
reasonable expectations made by the Town in connection with the Bonds, and we have assumed
compliance by the Town with certain ongoing covenants to comply with applicable requirements
of the Code to assure the exclusion of interest on the Bonds from gross income under Section
103 of the Code.
In addition, in our opinion, under existing statutes, interest on the Bonds is
exempt from personal income taxes of New York State and its political subdivisions, including
The City of New York.
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We express no opinion regarding any other Federal or state tax consequences with
respect to the Bonds. We render our opinion under existing statutes and court decisions as of the
issue date, and assume no obligation to update our opinion after the issue date to reflect any m~
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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 Bonds, or under state and local tax law.
We have examined the executed first numbered Bond of said issue and, in our
opinion, the form of said Bond and its execution are regular and proper.
Very truly yours,
/s/ Hawkins Delafield & Wood LLP
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ASSIGNMENT
FOR VALUE RECEIVED, the Undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
the within Bond and does hereby irrevocably constitute and appoint
Attorney
j to transfer said Bond on the books kept for registration of said Bond, with full power of
substitution in the premises.
s.
Dated:
Signature Guaranteed: Notice: The signature to
Notice: Signature(s) must be this assignment must cor-
acknowledged or proved, or in the respond with the name as
alternative, certified as to its it appears upon the face
genuineness by an officer of a bank of the within bond in t
or trust company located and authorized every particular, without
to do business in New York State. alteration or enlargement or any
change whatever.
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ELIZABETH A. NEVILLE Town Hall, 53095 Main Road
TOWN CLERK C* : P.O. Box 1179
REGISTRAR OF VITAL STATISTICS O Southold, New York 11971
MARRIAGE OFFICER 'y • O~~ Fax (631) 765-6145
RECORDS MANAGEMENT OFFICER ~~l # `VR Telephone (631) 765-1800
FREEDOM OF INFORMATION OFFICER southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
December 15, 2004
Town of Southold, New York
Increase and Improvement of Facilities
Refunding Bond Resolution
Your File Designation: (2615/27825)
Gerard Fernandez, Jr. Esq.
Hawkins, Delafield & Wood
67 Wall Street
New York, NY 10005
Dear Gerard Fernandez, Jr. Esq.,
Enclosed find a certified copy of the original affidavit of publication for the above referenced
bond that was published in the Suffolk Times announcing the adoption of this bond.
Very ( truly yours,
Lynda M Bohn
Deputy Town Clerk
Enc
Cc: John Cushman, comptroller
RECEIVED
DELARELD &WOODLLP
DEC 10
"
PHONE t22; S20-9300 67 WALL STREET NEW YORK
FAX (212'5:4-8425 NEW YORK, NY 10005 Southold Town Clerk WASHINGTON
W Wd.HDW.COM NEWARK
HARTFORD
LOS ANGELES
SACRAMENTO
SAN FRANCISCO
(212) 820-9416 December 8, 2004
Town of Southold, New York
Refunding Bond Resolution
Our File Designation: 2615/27825
Ms. Lynda M. Bohn
Deputy Town Clerk
Town of Southold
P.O. Box 1179
Southold, New York 11971
Dear Ms. Bohn:
Thank you for your letter dated November 23`d enclosing certified copies of the Extract
of Minutes of the November 16 2004 meeting and the several documents relative thereto.
These items of proof have been included in our records.
With kind regards, I remain
Xc .
GFernandez, Jr.
GF, Jr./dfg
463662.1 027825 RES
#7223
STATE OF NEW YORK)
)SS:
COUNTY OF SUFFOLK)
Joan Ann Weber of Mattituck, in said county, being duly
sworn, says that he/she is Principal clerk of THE SUFFOLK TIMES, a weekly
newspaper, published at Mattituck, in the Town of Southold, County of Suffolk
and State of New York, and that the Notice of which the annexed is a printed
copy, has been regularly published in said Newspaper once each week for
1 weeks, successively, commencing on the 25th day of
November 1 2004.
Principal Clerk
Sworn to before me this day of
2004
0/~U~ UDGAZlZ'r
CHRISTINA VOLINSKI
10TARY PUBLIC-STATE OF NEW YORK
No. 01-V06105050
Qualuiod in Suffolk County
ssion Expires February 28, 2008
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LOIT NOTfCE
The resolution, a summary, of which
is published herewith, has been adopted
on the 16th day of November, 2004 and
to validity of the obliptiow avOic-
rued by such raehraa a aay be bme
after contained only if such obtipaoes
were authorized far an object orpurpose
for which the Town of Southold, in the
County of Suffolk, New York, is not
authorized to expend money or if the
provisions of law which should have
been complied with as of the date of
publication of this Notice were not sub-
stantially complied with, and an action,
suit or proceeding contesting such
validity is commenced within twenty
days after the publication of this Notice,
or such obligations were authorized in
violation of the provisions of the consti-
tution.
BY ORDER OF THE TOWN BOARD
OF THE TOWN OF SOUTHOLD
DATED: November 16, 2004
Suffolk, New York
ELIZABETH A. NEVILLE
Town Clerk
REFUNDING BOND RESOLU-
TION OF THE TOWN OF
SOUTHOLD, NEW YORK, ADOPT-
ED NOVEMBER 16, 2004, AUTHO-
RIZING THE REFUNDING OF CER-
TAIN OUTSTANDING SERIAL
BONDS OF SAID TOWN, STATING
THE PLAN OF REFUNDING,
APPROPRIATING AN AMOUNT
NOT TO EXCEED $3,500,000 FOR
SUCH PURPOSE, AUTHORIZING
THE ISSUANCE OF NOT TO
EXCEED $3,500,000 REFUNDING
SERIAL BONDS TO FINANCE SAID
APPROPRIATION, AND MAKING
CERTAIN OTHER DETERMINA-
TIONS RELATIVE THERETO.
Object or Purpose: to refund all or a
portion of certain outstanding serial
- bonds of the Town issued in 1993 and
1995
Period of Probable Usefulness: var-
ious periods, commencing on the date of
original issuance of the first bond or
note issued for the respective purposes
for which the outstanding bonds were
issued
Amount of Obligations to be
Issued: not to exceed $3,500,000
A complete copy of the Refunding
Bond Resolution summarized above
shall be available for public inspectidn
during normal business hours at the
office of the Town Clerk, Town3f
Southold, Town Hall, 53095 Main
Road, Southold, New York 11971.
BY ORDER OF THE TOWN BOARD
OF THE TOWN OF SOUTHOLD
Dated: November 16, 2004
Suffolk, New Ymk
ELIZABETH A. NEVILLE
Town Clerk
BY ORDER OF
THE TOWN BOARD
OF THE TOWN OF SOUTHOLD,
COUNTY OF SUFFOLK,
STATE OF NEW YORK
Elizabeth A. Neville
Soulhold Town Clerk
7223-1T 1125
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ELIZABETH A. NEVILLE y~ Town Hall, 53095 Main Road
TOWN CLERK C#2 Z P.O. Box 1179
REGISTRAR OF VITAL STATISTICS O Southold, New York 11971
MARRIAGE OFFICER y • O~~ Fax (631) 765-6145
RECORDS MANAGEMENT OFFICER Telephone (631) 765-1800
FREEDOM OF INFORMATION OFFICER southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
November 23, 2004
Town of Southold, New York
Refunding Bond Resolution
Our file Designation: 2615/27825
Mr Gerard Fernandez, Jr. Esq.
Hawkins, Delafield & Wood
67 Wall Street
New York, NY 10005
Dear Mr Fernandez:
In reference to the above bond, enclosed are the following items:
1. Certificate of clerk
2. Legal notice of adoption as it appears in the Suffolk Times
3. Certified resolution adopting bond
4. Extract of minutes.
Should you have any question or need more information, please do not hesitate to call me at
your convenience.
Very truly yours,
Lynda M Bohn
Deputy Town Clerk
Encs.
LEGAL NOTICE
The resolution, a summary of which is published herewith, has been
adopted on the 16th day of November, 2004 and the validity of the obligations authorized
by such resolution may be hereafter contested only if such obligations were authorized
for an object or purpose for which the Town of Southold, in the County of Suffolk, New
York, is not authorized to expend money or if the provisions of law which should have
been complied with as of the date of publication of this Notice were not substantially
complied with, and an action, suit or proceeding contesting such validity is commenced
within twenty days after the publication of this Notice, or such obligations were
authorized in violation of the provisions of the constitution.
BY ORDER OF THE TOWN BOARDOF THE TOWN OF SOUTHOLD
DATED: November 16, 2004
Suffolk, New York
ELIZABETH A. NEVILLE
Town Clerk
REFUNDING BOND RESOLUTION OF THE TOWN OF
SOUTHOLD, NEW YORK, ADOPTED NOVEMBER 16,
2004, AUTHORIZING THE REFUNDING OF CERTAIN
OUTSTANDING SERIAL BONDS OF SAID TOWN,
STATING THE PLAN OF REFUNDING,
APPROPRIATING AN AMOUNT NOT TO EXCEED
$3,500,000 FOR SUCH PURPOSE, AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $3,500,000
REFUNDING SERIAL BONDS TO FINANCE SAID
APPROPRIATION, AND MAKING CERTAIN OTHER
DETERMINATIONS RELATIVE THERETO.
Object or Purpose: to refund all or a portion of certain outstanding
serial bonds of the Town issued in 1993 and 1995
Period of Probable
Usefulness: various periods, commencing on the date of original
issuance of the first bond or note issued for the
respective purposes for which the outstanding bonds
were issued
Amount of
Obligations
to be Issued: not to exceed $3,500,000
A complete copy of the Refunding Bond Resolution summarized above shall be available
for public inspection during normal business hours at the office of the Town Clerk, Town
of Southold, Town Hall, 53095 Main Road, Southold, New York 11971.
BY ORDER OF THE TOWN BOARDOF THE TOWN OF SOUTHOLD
Dated: November 16, 2004
Suffolk, New York
ELIZABETH A. NEVILLE
Town Clerk
BY ORDER OF THE TOWN BOARD OF THE TOWN OF SOUTHOLD,
COUNTY OF SUFFOLK, STATE OF NEW YORK
Elizabeth A. Neville
Southold Town Clerk
PLEASE PUBLISH ON NOVEMBER 24, 2004, AND FORWARD THREE (3)
AFFIDAVITS OF PUBLICATION TO ELIZABETH NEVILLE, TOWN CLERK,
PO BOX 1179, SOUTHOLD, NEW YORK 11971.
Copies to the following:
The Suffolk Times Town Board Members Town Attorney
Comptroller Solid Waste Management Hawkins, Delafield & Wood
Town Clerk Bulletin Board
CERTIFICATE OF CLERK
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in
the County of Suffolk, New York (the "Town"), HEREBY CERTIFY as follows:
That a resolution of the Town Board of said Town entitled:
"REFUNDING BOND RESOLUTION OF THE TOWN
OF SOUTHOLD, NEW YORK, ADOPTED NOVEMBER
16, 2004, AUTHORIZING THE REFUNDING OF
CERTAIN OUTSTANDING SERIAL BONDS OF SAID
TOWN, STATING THE PLAN OF REFUNDING,
APPROPRIATING AN AMOUNT NOT TO EXCEED
$3,500,000 FOR SUCH PURPOSE, AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $3,500,000
REFUNDING SERIAL BONDS TO FINANCE SAID
APPROPRIATION, AND MAKING CERTAIN OTHER
DETERMINATIONS RELATIVE THERETO,"
was adopted on November 16, 2004, and such resolution contained an estoppel clause as
permitted by Section 80.00 of the Local Finance Law and a notice setting forth
substantially the statements referred to in Section 81.00 of the Local Finance Law,
together with a summary of such resolution, was duly published pursuant to said Section
81.00 of the Local Finance Law.
That to the best of my knowledge, no action, suit or proceeding contesting
the validity of the obligations authorized by such resolution was commenced within
twenty days after the date of publication of such notice.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this/6g day of
der+J/x? 2004.
lizabeth A. Nevil e
Town Clerk, Town of Southold
EXTRACT OF MINUTES
Meeting of the Town Board
of the Town of Southold,
in the County of Suffolk, New York
November 16, 2004
A regular meeting 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, on
November 16, 2004.
There were present: Hon. Joshua Y. Horton, Supervisor; and
Board Members: Louisa P. Evans, Justice
John M. Romanelli, Councilperson
Thomas H. Wickham, Councilperson
Daniel C. Ross, Councilperson
William P. Edwards, Councilperson
There were absent: None
Also present: Elizabeth A. Neville, Town Clerk
Patricia Finnegan, Town Attorney
Councilman William P. Edwards offered the following resolution and moved its
adoption:
REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD,
NEW YORK, ADOPTED NOVEMBER 16, 2004, AUTHORIZING THE
REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF
SAID TOWN, STATING THE PLAN OF REFUNDING,
APPROPRIATING AN AMOUNT NOT TO EXCEED $3,500,000 FOR
SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $3,500,000 REFUNDING SERIAL BONDS TO FINANCE
SAID APPROPRIATION, AND MAKING CERTAIN OTHER
DETERMINATIONS RELATIVE THERETO.
Recitals
WHEREAS, on April 22, 1993 the Town of Southold, in the County of Suffolk,
New York (herein called the "Town"), has heretofore issued its $2,695,000 Various Purposes
Serial Bonds-1993 (the "1993 Bonds"); and
WHEREAS, the 1993 Bonds are now outstanding in the principal amount of
$1,100,000, which mature on February 15 in the principal amounts of $125,000 in each of the
years 2005 to 2008; inclusive and $150,000 in each of the years 2009 to 2012, inclusive; and
WHEREAS, the outstanding 1993 Bonds bear interest payable on February 15
and August 15 in each year to maturity at a rate of interest of five per centum (5.00%) per
annum; and
WHEREAS, The 1993 Bonds maturing on or after February 15, 2005 are subject
to redemption prior to maturity, at the option of the Town, on February 15, 2005 and thereafter
on any interest payment date, as a whole or in part, in inverse order of maturity or in equal
proportionate amounts (selected by lot within a maturity), at a redemption price of 100% of the
par amount of the 1993 Bonds to be redeemed, plus accrued interest to the date of redemption.
WHEREAS, on November 8, 1995 the Town has heretofore issued its $1,750,000
Agricultural Land Preservation Serial Bonds - 1995 (the "1995 Bonds"); and
WHEREAS, the 1995 Bonds are now outstanding in the principal amount of
$1,110,000, which mature on November I in the principal amounts of $90,000 in each of the
years 2005 to 2007, inclusive; $100,000 in each of the years 2008 to 2011, inclusive; and
$110,000 in each of the years 2012 to 2015, inclusive; and
WHEREAS, the outstanding 1995 Bonds bear interest payable on May 1 and
November 1 in each year to maturity at various rates of interest ranging from five and ten
hundredths per centum (5.10%) per annum to five and fifty hundredths per centum (5.50%) per
annum; and
WHEREAS, the 1995 Bonds maturing on or before November 1, 2006 are not
subject to redemption prior to maturity. The Bonds maturing on and after November 1, 2007
will be subject to redemption prior to maturity, at the option of the Town, on November 1, 2006
and thereafter on any interest payment date, as a whole or in part, in inverse order of maturity or
in equal proportionate amounts (selected by lot within a maturity), at the following redemption
prices, plus accrued interest to the date of redemption:
Redemption Price as a
Redemption Dates Percentage of Par Amount
November 1, 2006 and May 1, 2007 ................................102%
November 1, 2007 and May 1, 2008 ................................101
November 1, 2008 and thereafter .....................................100
WHEREAS, the 1993 Bonds and the 1995 Bonds are collectively referred to
herein as the "Bonds;" and
WHEREAS, Section 90.10 of the Local Finance Law, constituting Chapter 33-a
of the Consolidated Laws of the State of New York (herein called the "Law"), permits the Town
to refund all or a portion of the outstanding unredeemed maturities of the Bonds (referred to
herein as the "Original Bonds") by the issuance of new bonds, the issuance of which will result
in present value debt service savings for the Town, and the Town Board has determined that it
may be advantageous to refund all or a portion of the outstanding Bonds;
NOW, THEREFORE, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, NEW
YORK (by the favorable vote of at least two-thirds of all the members of said Town Board), AS
FOLLOWS:
Section 1. In this resolution, the following definitions apply, unless a different
meaning clearly appears from the context:
(a) "Bond To Be Refunded" or "Bonds To Be Refunded" means all or a portion of
the aggregate outstanding Bonds, as shall be determined in accordance with
Section 8 hereof.
(b) "Escrow Contract" means the contract to be entered into by and between the
Town and the Escrow Holder pursuant to Section 10 hereof.
(c) "Escrow Holder" means the bank or trust company designated as such
pursuant to Section 10 hereof.
(d) "Original Bonds" shall mean all or a portion of the outstanding unredeemed
maturities of the Bonds.
(e) "Present Value Savings" means the dollar savings which result from the
issuance of the Refunding Bonds computed by discounting the principal and
interest payments on both the Refunding Bonds and the Bonds To Be Refunded
from the respective maturities thereof to the date of issue of the Refunding Bonds
at a rate equal to the effective interest cost of the Refunding Bonds. The effective
interest cost of the Refunding Bonds shall be that rate which is arrived at by
doubling the semi-annual interest rate (compounded semi-annually) necessary to
discount the debt service payments on the Refunding Bonds from the maturity
dates thereof to the date of issue of the Refunding Bonds and to the agreed upon
price including estimated accrued interest.
(f) "Redemption Date" means February 15, 2005 with respect to the 1993 Bonds
and November 1, 2006 with respect to the 1995 Bonds.
(g) "Refunding Bond" or "Refunding Bonds" means all or a portion of the
$3,500,000 Refunding Serial Bonds-2004 of the Town of Southold, authorized to
be issued pursuant to Section 2 hereof.
(h) "Refunding Bond Amount Limitation" means an amount of Refunding Bonds
which does not exceed the principal amount of Bonds To Be Refunded plus the
aggregate amount of unmatured interest payable on such Bonds To Be Refunded,
to and including the applicable Redemption Date, plus redemption premiums
payable on such Bonds To Be Refunded as of such Redemption Date, as
hereinabove referred to in the Recitals hereof, plus costs and expenses incidental
to the issuance of the Refunding Bonds including the development of the
refunding financial plan, and of executing and performing the terms and
conditions of the Escrow Contract and all fees and charges of the Escrow Holder
as referred to in Section 10 hereof.
Section 2. The Town Board of the Town (herein called the "Town Board"),
hereby authorizes the refunding of the Bonds To Be Refunded, and appropriates an amount not
to exceed $3,500,000 to accomplish such refunding. The plan of financing said appropriation
includes the issuance of not to exceed $3,500,000 Refunding Bonds and the levy and collection
of a tax upon all the taxable real property within the Town to pay the principal of and interest on
said Refunding Bonds as the same shall become due and payable. Serial bonds of the Town in
the maximum principal amount of $3,500,000 and designated "REFUNDING SERIAL BONDS-
2004", are hereby authorized to be issued pursuant to the provisions of the Law. The proposed
financial plan for the refunding in the form attached hereto as Exhibit A (the "refunding financial
plan") prepared for the Town by Roosevelt & Cross, Inc., New York, New York, and hereby
accepted and approved, includes the deposit of all the proceeds of said Refunding Bonds with an
Escrow Holder pursuant to an Escrow Contract as authorized in Section 10 hereof, the payment
of all costs incurred by the Town in connection with said refunding from such proceeds and the
investment of a portion of such proceeds by the Escrow Holder in certain obligations. The
principal of and interest on such investments, together with the balance of such proceeds to be
held uninvested, if any, shall be sufficient to pay (1) the principal of and interest on the Bonds To
Be Refunded becoming due and payable on and prior to each applicable Redemption Date and
(2) the principal of and premium on the Bonds To Be Refunded which are to be called for
redemption prior to maturity on any such Redemption Date.
Section 3. The Bonds To Be Refunded referred to in Section I hereof are all or a
portion of the unmatured aggregate outstanding balances of the Bonds issued pursuant to various
bond resolutions duly adopted on their respective dates, authorizing the issuance of bonds of the
Town for various purposes. In accordance with the refunding financial plan, the Refunding
Bonds authorized in the aggregate principal amount of not to exceed $3,500,000 shall mature in
amounts and at dates to be determined. The Supervisor, the chief fiscal officer of the Town, is
hereby authorized to approve all details of the refunding financial plan not contained herein.
Section 4. The issuance of the Refunding Bonds will not exceed the Refunding
Bond Amount Limitation. The Refunding Bonds shall mature not later than the maximum
period of probable usefulness permitted by law at the time of original issuance of the Bonds to be
Refunded, for the objects or purposes financed with the proceeds of the Bonds to be Refunded,
commencing at the date of issuance of the first bond or bond anticipation note issued in
anticipation of the sale of such bonds. The applicable periods of probable usefulness ("PPU")
for each of the objects or purposes financed with the proceeds of the Bonds to be Refunded, are
as shown in Exhibit B annexed hereto and hereby made a part hereof.
Section 5. The aggregate amount of estimated Present Value Savings is set forth
in the proposed refunding financial plan attached hereto as Exhibit A, computed in accordance
with subdivision two of paragraph b of Section 90.10 of the Law. Said refunding financial plan
has been prepared based upon the assumption that the Refunding Bonds will be issued in the
aggregate principal amount, and will mature, be of such terms, and bear such interest as set forth
therein. The Town Board recognizes that the principal amount of the Refunding Bonds, the
maturities, terms and interest rates, the provisions, if any, for the redemption thereof prior to
maturity, and whether or not any or all of the Refunding Bonds will be insured, and the resulting
Present Value Savings, may vary from such assumptions and that the refunding financial plan
may vary from that attached hereto as Exhibit A.
Section 6. The Refunding Bonds shall be sold at private sale and the Supervisor,
the chief fiscal officer of the Town, is hereby authorized to execute a purchase contract on behalf
of the Town for the sale of said Refunding Bonds, provided that the terms and conditions of such
sale shall be approved by the State Comptroller, and further providing that prior to the issuance
of the Refunding Bonds the Supervisor shall have filed with the Town Board a certificate
approved by the State Comptroller setting forth the Present Value Savings to the Town resulting
from the issuance of the Refunding Bonds. In connection with such sale, the Town authorizes
the preparation of an Official Statement and approves its use in connection with such sale, and
further consents to the distribution of a Preliminary Official Statement prior to the date said
Official Statement is distributed. The Supervisor is hereby further authorized and directed to
take any and all actions necessary to accomplish said refunding, and to execute any contracts and
agreements for the purchase of and payment for services rendered or to be rendered to the Town
in connection with said refunding, including the preparation of the refunding financial plan
referred to in Section 2 hereof.
Section 7. Each of the Refunding Bonds authorized by this resolution shall
contain the recital of validity prescribed by Section 52.00 of the Law and said Refunding Bonds
shall be general obligations of the Town, payable as to both principal and interest by a general
tax upon all the taxable real property within the Town without limitation as to rate or amount.
The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the
principal of and interest on said Refunding Bonds and provision shall be made annually in the
budget of the Town for (a) the amortization and redemption of the Refunding Bonds to mature in
such year and (b) the payment of interest to be due and payable in such year.
Section 8. Subject to the provisions of this resolution and of the Law, and
pursuant to the provisions of Section 21.00 of the Law with respect to the issuance of bonds
having substantially level or declining annual debt service, and Sections 50.00, 56.00 to 60.00,
90.10 and 168.00 of the Law, the powers and duties of the Town Board relative to determining
the amount of Bonds To Be Refunded, to prescribing the terms, form and contents and as to the
sale and issuance of the Refunding Bonds, and executing any arbitrage certification relative
thereto, and as to executing the Escrow Contract described in Section 10, the Official Statement
referred to in Section 6 and any contracts for credit enhancements in connection with the
issuance of the Refunding Bonds and any other certificates and agreements, and as to making
elections to call in and redeem all or a portion of the Bonds to be Refunded, are hereby delegated
to the Supervisor, the chief fiscal officer of the Town.
Section 9. The validity of the Refunding Bonds authorized by this resolution may
be contested only if
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
publication of such resolution, 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 10. Prior to the issuance of the Refunding Bonds, the Town shall contract
with a bank or trust company located and authorized to do business in New York State, for the
purpose of having such bank or trust company act as the Escrow Holder of the proceeds,
inclusive of any premium from the sale of the Refunding Bonds, together with all income
derived from the investment of such proceeds. Such Escrow Contract shall contain such terms
and conditions as shall be necessary in order to accomplish the refunding financial plan,
including provisions authorizing the Escrow Holder, without further authorization or direction
from the Town, except as otherwise provided therein, (a) to make all required payments of
principal, interest and redemption premiums to the appropriate paying agent with respect to the
Bonds To Be Refunded, (b) to pay costs and expenses incidental to the issuance of the Refunding
Bonds, including the development of the refunding financial plan, and costs and expenses
relating to the execution and performance of the terms and conditions of the Escrow Contract
and all of its fees and charges as the Escrow Holder, (c) at the appropriate time or times to cause
to be given on behalf of the Town the notice of redemption authorized to be given pursuant to
Section 13 hereof, and (d) to invest the monies held by it consistent with the provisions of the
refunding financial plan. The Escrow Contract shall be irrevocable and shall constitute a
covenant with the holders of the Refunding Bonds.
Section 11. The proceeds, inclusive of any premium, from the sale of the
Refunding Bonds, immediately upon receipt, shall be placed in escrow by the Town with the
Escrow Holder in accordance with the Escrow Contract. All moneys held by the Escrow Holder
shall be invested only in direct obligations of the United States of America or in obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America, which obligations shall mature or be subject to redemption at the option of the holder
thereof not later than the respective dates when such moneys will be required to make payments
in accordance with the refunding financial plan. Any such moneys remaining in the custody of
the Escrow Holder after the full execution of the Escrow Contract shall be returned to the Town
and shall be applied by the Town only to the payment of the principal of or interest on the
Refunding Bonds then outstanding.
Section 12. That portion of such proceeds from the sale of the Refunding Bonds,
together with interest earned thereon, which shall be required for the payment of the principal of
and interest on the Bonds To Be Refunded, including any redemption premiums, in accordance
with the refunding financial plan, shall be irrevocably committed and pledged to such purpose
and the holders of the Bonds To Be Refunded shall have a lien upon such moneys and the
investments thereof held by the Escrow Holder. All interest earned from the investment of such
moneys which is not required for such payment of principal of and interest on the Bonds To Be
Refunded shall be irrevocably committed and pledged to the payment of the principal of and
interest on the Refunding Bonds, or such portion or series thereof as shall be required by the
refunding financial plan, and the holders of such Refunding Bonds shall have a lien upon such
moneys held by the Escrow Holder. The pledges and liens provided for herein shall become
valid and binding upon the issuance of the Refunding Bonds and the moneys and investments
held by the Escrow Holder shall immediately be subject thereto without any further act. Such
pledges and liens shall be valid and binding against all parties having claims of any kind in tort,
contract or otherwise against the Town irrespective of whether such parties have notice thereof.
Neither this resolution, the Escrow Contract, nor any other instrument relating to such pledges
and liens, need be filed or recorded.
Section 13. In accordance with the provisions of Section 53.00 and of paragraph
h of Section 90.10 of the Law, the Town Board hereby elects to call in and redeem all or a
portion of the Bonds To Be Refunded which are subject to prior redemption according to their
terms on the applicable Redemption Date, as shall be determined by the Supervisor in
accordance with Section 8 hereof. The sum to be paid therefor shall be the par value thereof, the
accrued interest to such Redemption Date and the redemption premiums, if any. The Escrow
Holder is hereby authorized and directed to cause a notice of such call for redemption to be given
in the name of the Town by mailing such notice at least thirty days prior to such Redemption
Date, or in accordance with the terms appearing in the Bonds to be Refunded, to the registered
holders of the Bonds To Be Refunded which are to be called in and redeemed. Upon the
issuance of the Refunding Bonds, the election to call in and redeem the Bonds To Be Refunded
which are to be called in and redeemed in accordance herewith and the direction to the Escrow
Holder to cause notice thereof to be given as provided in this Section shall become irrevocable
and the provisions of this Section shall constitute a covenant with the holders, from time to time,
of the Refunding Bonds, provided that this Section may be amended from time to time as may be
necessary to comply with the publication requirements of paragraph a of Section 53.00 of the
Law, as the same may be amended from time to time.
Section 14. This bond resolution shall take effect immediately, and the Town
Clerk is hereby authorized and directed to publish the foregoing resolution, in summary, together
with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The
Suffolk Times, " a newspaper having a general circulation in the Town and hereby designated the
official newspaper of said Town for such publication.
The adoption of the foregoing resolution was seconded by Councilman Thomas
H. Wickham and duly put to a vote on roll call, which resulted as follows:
AYES: Hon. Joshua Y. Horton, Supervisor; and
Louisa P. Evans, Justice
John M. Romanelli, Councilperson
Thomas H. Wickham, Councilperson
Daniel C. Ross, Councilperson
William P. Edwards, Councilperson
NOES: None
The resolution was declared adopted.
1993 Bonds
Amount PPU
Purpose Authorized Years
Acquisition of Development Rights in Agricultural Land $1,750,000 30 years
1995 Bonds
Amount PPU
Purpose Authorized Years
Acq. of Land & Building for Human Res. Ctr. (Land) $ 85,150 30
Acq. of Land & Building for Human Res. Ctr. (Building) 564,850 20
Acq. of Dev. Rights for Preservation of Open Space 1,750,000 30
Purchase of Generators 60,000 5
Purchase of Crawler-Loader 70,000 15
Purchase of Backhoe 100,000 15
Improv. of Wastewater Disposal Dist. 50,000 40
Purchase of Computer Equip. 89,000 5
Acquisition of Land 175,000 15
• ~o~~g~FFO(,~~oG •
ELIZABETH A. NEVILLE y~ Town Hall, 53095 Main Road
TOWN CLERK N = P.O. Box 1179
REGISTRAR OF VITAL STATISTICS 5 .F Southold, New York 11971
MARRIAGE OFFICER yifo a~~ Fax (631) 765-6145
RECORDS MANAGEMENT OFFICER 1 Telephone (631) 765-1800
FREEDOM OF INFORMATION OFFICER southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 817 OF 2004
WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD
ON NOVEMBER 16,2004:
REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD,
NEW YORK, ADOPTED NOVEMBER 16, 2004, AUTHORIZING THE
REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF
SAID TOWN, STATING THE PLAN OF REFUNDING,
APPROPRIATING AN AMOUNT NOT TO EXCEED $3,500,000 FOR
SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $3,500,000 REFUNDING SERIAL BONDS TO FINANCE
SAID APPROPRIATION, AND MAKING CERTAIN OTHER
DETERMINATIONS RELATIVE THERETO.
Recitals
WHEREAS, on April 22, 1993 the Town of Southold, in the County of Suffolk,
New York (herein called the "Town"), has heretofore issued its $2,695,000 Various Purposes
Serial Bonds-1993 (the "1993 Bonds"); and
WHEREAS, the 1993 Bonds are now outstanding in the principal amount of
$1,100,000, which mature on February 15 in the principal amounts of $125,000 in each of the
years 2005 to 2008; inclusive and $150,000 in each of the years 2009 to 2012, inclusive; and
WHEREAS, the outstanding 1993 Bonds bear interest payable on February 15
and August 15 in each year to maturity at a rate of interest of five per centum (5.00%) per
annum; and
WHEREAS, The 1993 Bonds maturing on or after February 15, 2005 are subject
to redemption prior to maturity, at the option of the Town, on February 15, 2005 and thereafter
on any interest payment date, as a whole or in part, in inverse order of maturity or in equal
proportionate amounts (selected by lot within a maturity), at a redemption price of 100% of the
par amount of the 1993 Bonds to be redeemed, plus accrued interest to the date of redemption.
WHEREAS, on November 8, 1995 the Town has heretofore issued its $1,750,000
Agricultural Land Preservation Serial Bonds - 1995 (the "1995 Bonds"); and
WHEREAS, the 1995 Bonds are now outstanding in the principal amount of
$1,110,000, which mature on November 1 in the principal amounts of $90,000 in each of the
years 2005 to 2007, inclusive; $100,000 in each of the years 2008 to 2011, inclusive; and
$110,000 in each of the years 2012 to 2015, inclusive; and
WHEREAS, the outstanding 1995 Bonds bear interest payable on May 1 and
November 1 in each year to maturity at various rates of interest ranging from five and ten
hundredths per centum (5.10%) per annum to five and fifty hundredths per centum (5.50%) per
annum; and
WHEREAS, the 1995 Bonds maturing on or before November 1, 2006 are not
subject to redemption prior to maturity. The Bonds maturing on and after November 1, 2007
will be subject to redemption prior to maturity, at the option of the Town, on November 1, 2006
and thereafter on any interest payment date, as a whole or in part, in inverse order of maturity or
in equal proportionate amounts (selected by lot within a maturity), at the following redemption
prices, plus accrued interest to the date of redemption:
Redemption Price as a
Redemption Dates Percentage of Par Amount
November 1, 2006 and May 1, 2007 ................................102%
November 1, 2007 and May 1, 2008 ................................101
November 1, 2008 and thereafter .....................................100
WHEREAS, the 1993 Bonds and the 1995 Bonds are collectively referred to
herein as the "Bonds;" and
WHEREAS, Section 90.10 of the Local Finance Law, constituting Chapter 33-a
of the Consolidated Laws of the State of New York (herein called the "Law"), permits the Town
to refund all or a portion of the outstanding unredeemed maturities of the Bonds (referred to
herein as the "Original Bonds") by the issuance of new bonds, the issuance of which will result
in present value debt service savings for the Town, and the Town Board has determined that it
may be advantageous to refund all or a portion of the outstanding Bonds;
NOW, THEREFORE, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, NEW
YORK (by the favorable vote of at least two-thirds of all the members of said Town Board), AS
FOLLOWS:
Section 1. In this resolution, the following definitions apply, unless a different
meaning clearly appears from the context:
(a) "Bond To Be Refunded" or "Bonds To Be Refunded" means all or a portion of
the aggregate outstanding Bonds, as shall be determined in accordance with
Section 8 hereof.
(b) "Escrow Contract" means the contract to be entered into by and between the
Town and the Escrow Holder pursuant to Section 10 hereof.
(c) "Escrow Holder" means the bank or trust company designated as such
pursuant to Section 10 hereof.
(d) "Original Bonds" shall mean all or a portion of the outstanding unredeemed
maturities of the Bonds.
(e) "Present Value Savings" means the dollar savings which result from the
issuance of the Refunding Bonds computed by discounting the principal and
interest payments on both the Refunding Bonds and the Bonds To Be Refunded
from the respective maturities thereof to the date of issue of the Refunding Bonds
at a rate equal to the effective interest cost of the Refunding Bonds. The effective
interest cost of the Refunding Bonds shall be that rate which is arrived at by
doubling the semi-annual interest rate (compounded semi-annually) necessary to
discount the debt service payments on the Refunding Bonds from the maturity
dates thereof to the date of issue of the Refunding Bonds and to the agreed upon
price including estimated accrued interest.
(f) "Redemption Date" means February 15, 2005 with respect to the 1993 Bonds
and November 1, 2006 with respect to the 1995 Bonds.
(g) "Refunding Bond" or "Refunding Bonds" means all or a portion of the
53,500,000 Refunding Serial Bonds-2004 of the Town of Southold, authorized to
be issued pursuant to Section 2 hereof.
(h) "Refunding Bond Amount Limitation" means an amount of Refunding Bonds
which does not exceed the principal amount of Bonds To Be Refunded plus the
aggregate amount of unmatured interest payable on such Bonds To Be Refunded,
to and including the applicable Redemption Date, plus redemption premiums
payable on such Bonds To Be Refunded as of such Redemption Date, as
hereinabove referred to in the Recitals hereof, plus costs and expenses incidental
to the issuance of the Refunding Bonds including the development of the
refunding financial plan, and of executing and performing the terms and
conditions of the Escrow Contract and all fees and charges of the Escrow Holder
as referred to in Section 10 hereof.
Section 2. The Town Board of the Town (herein called the "Town Board"),
hereby authorizes the refunding of the Bonds To Be Refunded, and appropriates an amount not
to exceed $3,500,000 to accomplish such refunding. The plan of financing said appropriation
includes the issuance of not to exceed $3,500,000 Refunding Bonds and the levy and collection
of a tax upon all the taxable real property within the Town to pay the principal of and interest on
said Refunding Bonds as the same shall become due and payable. Serial bonds of the Town in
the maximum principal amount of $3,500,000 and designated "REFUNDING SERIAL BONDS-
2004", are hereby authorized to be issued pursuant to the provisions of the Law. The proposed
financial plan for the refunding in the form attached hereto as Exhibit A (the "refunding financial
plan") prepared for the Town by Roosevelt & Cross, Inc., New York, New York, and hereby
accepted and approved, includes the deposit of all the proceeds of said Refunding Bonds with an
Escrow Holder pursuant to an Escrow Contract as authorized in Section 10 hereof, the payment
of all costs incurred by the Town in connection with said refunding from such proceeds and the
investment of a portion of such proceeds by the Escrow Holder in certain obligations. The
principal of and interest on such investments, together with the balance of such proceeds to be
held uninvested, if any, shall be sufficient to pay (1) the principal of and interest on the Bonds To
Be Refunded becoming due and payable on and prior to each applicable Redemption Date and
(2) the principal of and premium on the Bonds To Be Refunded which are to be called for
redemption prior to maturity on any such Redemption Date.
Section 3. The Bonds To Be Refunded referred to in Section 1 hereof are all or a
portion of the umnatured aggregate outstanding balances of the Bonds issued pursuant to various
bond resolutions duly adopted on their respective dates, authorizing the issuance of bonds of the
Town for various purposes. In accordance with the refunding financial plan, the Refunding
Bonds authorized in the aggregate principal amount of not to exceed $3,500,000 shall mature in
amounts and at dates to be determined. The Supervisor, the chief fiscal officer of the Town, is
hereby authorized to approve all details of the refunding financial plan not contained herein.
Section 4. The issuance of the Refunding Bonds will not exceed the Refunding
Bond Amount Limitation. The Refunding Bonds shall mature not later than the maximum
period of probable usefulness permitted by law at the time of original issuance of the Bonds to be
Refunded, for the objects or purposes financed with the proceeds of the Bonds to be Refunded,
commencing at the date of issuance of the first bond or bond anticipation note issued in
anticipation of the sale of such bonds. The applicable periods of probable usefulness ("PPU")
for each of the objects or purposes financed with the proceeds of the Bonds to be Refunded, are
as shown in Exhibit B annexed hereto and hereby made a part hereof.
Section 5. The aggregate amount of estimated Present Value Savings is set forth
in the proposed refunding financial plan attached hereto as Exhibit A, computed in accordance
with subdivision two of paragraph b of Section 90.10 of the Law. Said refunding financial plan
has been prepared based upon the assumption that the Refunding Bonds will be issued in the
aggregate principal amount, and will mature, be of such terms, and bear such interest as set forth
therein. The Town Board recognizes that the principal amount of the Refunding Bonds, the
maturities, terms and interest rates, the provisions, if any, for the redemption thereof prior to
maturity, and whether or not any or all of the Refunding Bonds will be insured, and the resulting
Present Value Savings, may vary from such assumptions and that the refunding financial plan
may vary from that attached hereto as Exhibit A.
Section 6. The Refunding Bonds shall be sold at private sale and the Supervisor,
the chief fiscal officer of the Town, is hereby authorized to execute a purchase contract on behalf
of the Town for the sale of said Refunding Bonds, provided that the terms and conditions of such
sale shall be approved by the State Comptroller, and further providing that prior to the issuance
of the Refunding Bonds the Supervisor shall have filed with the Town Board a certificate
approved by the State Comptroller setting forth the Present Value Savings to the Town resulting
from the issuance of the Refunding Bonds. In connection with such sale, the Town authorizes
the preparation of an Official Statement and approves its use in connection with such sale, and
further consents to the distribution of a Preliminary Official Statement prior to the date said
Official Statement is distributed. The Supervisor is hereby further authorized and directed to
take any and all actions necessary to accomplish said refunding, and to execute any contracts and
agreements for the purchase of and payment for services rendered or to be rendered to the Town
in connection with said refunding, including the preparation of the refunding financial plan
referred to in Section 2 hereof.
Section 7. Each of the Refunding Bonds authorized by this resolution shall
contain the recital of validity prescribed by Section 52.00 of the Law and said Refunding Bonds
shall be general obligations of the Town, payable as to both principal and interest by a general
tax upon all the taxable real property within the Town without limitation as to rate or amount.
The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the
principal of and interest on said Refunding Bonds and provision shall be made annually in the
budget of the Town for (a) the amortization and redemption of the Refunding Bonds to mature in
such year and (b) the payment of interest to be due and payable in such year.
Section 8. Subject to the provisions of this resolution and of the Law, and
pursuant to the provisions of Section 21.00 of the Law with respect to the issuance of bonds
having substantially level or declining annual debt service, and Sections 50.00, 56.00 to 60.00,
90.10 and 168.00 of the Law, the powers and duties of the Town Board relative to determining
the amount of Bonds To Be Refunded, to prescribing the terms, form and contents and as to the
sale and issuance of the Refunding Bonds, and executing any arbitrage certification relative
thereto, and as to executing the Escrow Contract described in Section 10, the Official Statement
referred to in Section 6 and any contracts for credit enhancements in connection with the
issuance of the Refunding Bonds and any other certificates and agreements, and as to making
elections to call in and redeem all or a portion of the Bonds to be Refunded, are hereby delegated
to the Supervisor, the chief fiscal officer of the Town.
Section 9. The validity of the Refunding Bonds authorized by this resolution may
be contested only if.
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
publication of such resolution, 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 10. Prior to the issuance of the Refunding Bonds, the Town shall contract
with a bank or trust company located and authorized to do business in New York State, for the
purpose of having such bank or trust company act as the Escrow Holder of the proceeds,
inclusive of any premium from the sale of the Refunding Bonds, together with all income
derived from the investment of such proceeds. Such Escrow Contract shall contain such terms
and conditions as shall be necessary in order to accomplish the refunding financial plan,
including provisions authorizing the Escrow Holder, without further authorization or direction
from the Town, except as otherwise provided therein, (a) to make all required payments of
principal, interest and redemption premiums to the appropriate paying agent with respect to the
Bonds To Be Refunded, (b) to pay costs and expenses incidental to the issuance of the Refunding
Bonds, including the development of the refunding financial plan, and costs and expenses
relating to the execution and performance of the terms and conditions of the Escrow Contract
and all of its fees and charges as the Escrow Holder, (c) at the appropriate time or times to cause
to be given on behalf of the Town the notice of redemption authorized to be given pursuant to
Section 13 hereof, and (d) to invest the monies held by it consistent with the provisions of the
refunding financial plan. The Escrow Contract shall be irrevocable and shall constitute a
covenant with the holders of the Refunding Bonds.
Section 11. The proceeds, inclusive of any premium, from the sale of the
Refunding Bonds, immediately upon receipt, shall be placed in escrow by the Town with the
Escrow Holder in accordance with the Escrow Contract. All moneys held by the Escrow Holder
shall be invested only in direct obligations of the United States of America or in obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America, which obligations shall mature or be subject to redemption at the option of the holder
thereof not later than the respective dates when such moneys will be required to make payments
in accordance with the refunding financial plan. Any such moneys remaining in the custody of
the Escrow Holder after the full execution of the Escrow Contract shall be returned to the Town
and shall be applied by the Town only to the payment of the principal of or interest on the
Refunding Bonds then outstanding.
Section 12. That portion of such proceeds from the sale of the Refunding Bonds,
together with interest earned thereon, which shall be required for the payment of the principal of
and interest on the Bonds To Be Refunded, including any redemption premiums, in accordance
with the refunding financial plan, shall be irrevocably committed and pledged to such purpose
and the holders of the Bonds To Be Refunded shall have a lien upon such moneys and the
investments thereof held by the Escrow Holder. All interest earned from the investment of such
moneys which is not required for such payment of principal of and interest on the Bonds To Be
Refunded shall be irrevocably committed and pledged to the payment of the principal of and
interest on the Refunding Bonds, or such portion or series thereof as shall be required by the
refunding financial plan, and the holders of such Refunding Bonds shall have a lien upon such
moneys held by the Escrow Holder. The pledges and liens provided for herein shall become
valid and binding upon the issuance of the Refunding Bonds and the moneys and investments
held by the Escrow Holder shall immediately be subject thereto without any further act. Such
pledges and liens shall be valid and binding against all parties having claims of any kind in tort,
contract or otherwise against the Town irrespective of whether such parties have notice thereof.
Neither this resolution, the Escrow Contract, nor any other instrument relating to such pledges
and liens, need be filed or recorded.
Section 13. In accordance with the provisions of Section 53.00 and of paragraph
h of Section 90.10 of the Law, the Town Board hereby elects to call in and redeem all or a
portion of the Bonds To Be Refunded which are subject to prior redemption according to their
terms on the applicable Redemption Date, as shall be determined by the Supervisor in
accordance with Section 8 hereof. The sum to be paid therefor shall be the par value thereof, the
accrued interest to such Redemption Date and the redemption premiums, if any. The Escrow
Holder is hereby authorized and directed to cause a notice of such call for redemption to be given
in the name of the Town by mailing such notice at least thirty days prior to such Redemption
Date, or in accordance with the terms appearing in the Bonds to be Refunded, to the registered
holders of the Bonds To Be Refunded which are to be called in and redeemed. Upon the
issuance of the Refunding Bonds, the election to call in and redeem the Bonds To Be Refunded
which are to be called in and redeemed in accordance herewith and the direction to the Escrow
Holder to cause notice thereof to be given as provided in this Section shall become irrevocable
and the provisions of this Section shall constitute a covenant with the holders, from time to time,
of the Refunding Bonds, provided that this Section may be amended from time to time as may be
necessary to comply with the publication requirements of paragraph a of Section 53.00 of the
Law, as the same may be amended from time to time.
Section 14. This bond resolution shall take effect immediately, and the Town
Clerk is hereby authorized and directed to publish the foregoing resolution, in summary, together
with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The
Suffolk Times, " a newspaper having a general circulation in the Town and hereby designated the
official newspaper of said Town for such publication.
Elizabeth A. Neville
Southold Town Clerk
r
DELARELD &WOOD LLP
b
PHONE (212)820-9300 67 WALL STREET NEW YORK
FAX(212?514-8425 NEWYORK. NY 10005 - WASHINGTON
W WW.HDW.COM NEWARK
HARTFORD
LOS ANGELES
SACRAMENTO
(212) 820-9416 November 15, 2004 SAN FRANCISCO
Town of Southold, New York
Refunding Bond Resolution
Our File Designation: 2615/27825
John Cushman, Esq.
Town Comptroller
Town of Southold
53095 Main Road
Southold, New York 11971
Dear John:
Pursuant to your request, we have prepared and enclose herewith the Extract of
Minutes setting forth the Refunding Bond Resolution for consideration by the Town Board on
November 16, 2004. Please note that the Refunding Bond Resolution is to be adopted by at
least a two-thirds vote of the entire membership of the Town Board.
We are also enclosing a summary form of the Refunding Bond Resolution with
the prescribed form of Clerk's statutory notice affixed in readiness for publication in the official
Town newspaper. You will recall that publication of the Refunding Bond Resolution, in
summary, together with such statutory form of notice, commences a 20-day statute of limitations
period pursuant to the provisions of Section 80.00 et sec . of the Local Finance Law.
I would ask that the Town Clerk arrange for publication of the summary form of
the resolution together with the Clerk's statutory notice in the official Town newspaper and
forward to me a certified copy of the Extract of Minutes and original Affidavit of Publication,
when available.
Thanking you, and with kind regards, I am
a
Sine ely urs,
teraFerriandez, Jr.
GF,Jr.:bb
Enclosures
463662.1 027825 RFS
NEW ISSUE - SERIAL BONDS RATING: MOODY'S INVESTORS SERVICE - Al
In the opinion of Hawkins Dela reld 8' Wood LLP, Bond Counsel, under existing statutes and court decisions and assuming
continuingg compliance by the Town of Southold (the "Town') with certain taz covenants descrrQ he r ei (i) intees n he Town of
Southold Xej~ ndin,ppSerial Bonds - 2005 (the 'Bonds) is excludedfrom gross incomefor Federal income tax n, purposes r p t ur o su t ant to Section
103 o
do the CnternarRevenue Cod e
of 1986, as amended /the "Code and (uJ interest on the Bonds is not treatedo s a preference item in
calculating the alternative minimum tar impose ns e r s uded in
d on individuals and corporatio under the Code , such interest, howev e rncl
thead1'ustedcurrentearningsofcertainc'7 rationsforpurposes0 alcularm thealternativeminimumtazimposedonsuch cor orations.
addition, in the opinion oBond Counsel, under exrstin statutes, interest on the Bonds is exemptfrom personal income taxes o~New York
State and i[s political sub visions, including The City 0 New York See "Tax Matters" herein.
Code. The Bonds will be designated by the Town as "qualified tax-exempt obligations " pursuant to the provisions of Section 265 ofthe
.
$2,380,000
TOWN OF SOUTHOLD RECEIVED
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005 FED q
2-5
IBOOK-ENTRY-ONLY BONDS]
Dated: Date of Delivery Principal Due: February 15, 2005-201so4qy*ivlq,,,,„ stark
Interest Due: February 15, 2005, August 15 2005 and semi-
annually thereafter on February f5 and August 15
BOND MATURITY SCHEDULE
Price or Price or Price or
Amount Maturity Rate Yield Amount Maturity Rate Yield Amount Maturi Rate Yield
$280,000 2005 2.500% 2.000% $ 265,000 2009 3.000% 2.700% $110,000 2013 3.500% a~100
245,000 2006 2.500 2.200 260,000 2010 3.000 2.900 110,000 2014 3.625 3'600%
240,000 2007 2.500 2.400 255,000 2011 3.250 3.100 110,000 2015 3.750 3.700
245,000 2008 2.750 2.550 260,000 2012 3.500 3.300
Security and Sources olPayment: The Bonds will constitute general obligations of the Town of Southold, Suffolk
County New York (the "Town and will contain a pledge of its faith and credit for the punctual payment of the principal of
and interest on the Bonds, and all the taxable real property within the Town will be subject to the levy of ad valorem taxes,
without limitation as to rate or amount, for such purpose.
Prior Redemption: The Bonds shall not be subject to redemption prior to their stated maturity.
Form and Denomination: The Bonds will be issued as registered bonds and when issued, will be registered in the
name of Cede & Co. as nominee of The Depository Trust Company ( DTC"), I4ew;;ork, New York, which will act as the
Securities Depository for the Bonds. Individual purchases of the Bonds maybe made only in book-entry form in denominations
of $5 000 or mtegral multiples thereof. Bondholders will not receive certificates representing their ownership interest in the
Bonds purchased. See "Book-Entry-Only System" under "The Bonds," herein.
Payment: Payment of the rincipal of and interest on the Bonds to the Beneficial Owners of the Bonds will be made
by DTC Participants and Indirect Participants in accordance with standing instructions and customary practices, as is now the
case with municipal securities held for the accounts of customers in bearer form or registered in "street name." Payment will
be the responsibility of the DTC Particppant or Indirect Participant and not of DTC or the Town, subject to any statutory and
regulatory requirements as may be in einct from time to time. See "Book-Entry-Only System" under "The Bonds," herein.
The Bonds are offered subject to the final approving opinion of Hawkins Delafteld & Wood LLP, New York, New York
Bond Counsel, and certain other conditions. It is expected that delivery of the Bonds in book-entry form will be made through
the facilities of DTC on or about February 8, 2005 in New York New York.
THIS OFFICIAL STATEMENT IS IN A FORM "DEEMED FINAL" BY THE TOWN FOR THE PURPOSE OF
SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 (THE "RULE"). SEE "DISCLOSURE UNDERTAKING"
HEREIN.
January 20, 2005
ROOSEVELT & CROSS
INCORPORATED
DELARELD &WOOD LLP
i
PHONE (212) 820-9300 67 WALL STREET NEW YORK
FAX (212) 514-8425 NEW YORK, NY 10005 WASHINGTON
WWW.HAWKINS.COM NEWARK
HARTFORD
LOS ANGELES
(212) 820-9662 February 11, 2005 SACRAMENTO
SAN FRANCISCO
Town of Southold, New York
$2,380,000 Refunding Serial Bonds-2005
(Our File Designation: 2615/27825)
Ms. Elizabeth A. Neville
Town Clerk
Town of Southold
Town Hall
53095 Main Road
Southold, New York 11971
Dear Ms. Neville:
Enclosed please find one (1) transcript of proceedings for the above-referenced
issue which closed in our offices on February 8, 2005.
If you have any questions with respect to the documents or any aspect of the
financing please, do not hesitate to contact me.
With kindest regards, I remain
Ver ~t
tl
Gerard Fernandez, Jr.
GF,Jr.:bf
Enclosures
467879.1 027825 CERT
•
TRANSCRIPT OF PROCEEDINGS
TOWN OF SOUTHOLD, NEW YORK
$2,380,000 Refunding Serial Bonds-2005
Table of Contents
1. Refunding Bond Resolution of the Town Board of the Town of Southold (the "Town")
adopted November 16, 2004.
2. Certificate of Determination executed by the Supervisor of the Town.
3. Contract of Purchase dated January 20, 2005 between the Town and Roosevelt & Cross,
Incorporated.
4. Preliminary Official Statement.
5. Final Official Statement.
6. Final Refunding Financial Plan.
7. Initial and Final Subscription Forms for Purchase and Issue of U.S. Treasury Securities
(SLGS).
8. Certificate of the Chief Fiscal Officer delivered pursuant to Section 90.10(g) of the New
York Local Finance Law.
9. Letter of the Supervisor of the Town requesting the State Comptroller's approval of terms
and conditions of the refunding, with State Comptroller's approval attached thereto.
10. Certificate as to Signatures and Litigation executed by the Supervisor of the Town.
11. Certificate of Delivery and Payment executed by the Supervisor of the Town.
12. Certificate of the Supervisor pursuant to the Bond Purchase Agreement.
13. Undertaking to Provide Continuing Disclosure.
14. Incumbency Certificate executed by the Town Clerk of the Town.
• 15. Arbitrage and Use of Proceeds Certificate.
467879.1 027825 CERT
• 16. Escrow Contract between the Town and The Bank of New York.
17. Verification Report of Causey Demgen & Moore, Inc.
18. Letter from Moody's Investors Service regarding the investment rating of the Bonds.
19. Blanket Issuer Letter of Representations executed by the Town and The Depository Trust
Company ("DTC").
20. DTC Safekeeping Agreement for Bonds with photocopy of first numbered Bond and first
pages of all Bonds.
21. Internal Revenue Service form 8038-G executed by the Supervisor of the Town.
22. Final Approving Opinion of Hawkins Delafield & Wood LLP, with reliance letter
addressed to the State Comptroller and Roosevelt & Cross, Incorporated.
23. Supplemental Opinion of Bond Counsel.
24. Opinion Letter of the Town Attorney.
25. Underwriter's Letters Regarding Public Offering of the Bonds and Tax Matters Relating
to the Insurance Policy.
26. Underwriter's Memorandum Regarding Details of Payment.
27. Proof of Payment for the Bonds.
•
467879.1 027825 CERT
FFO(~eY-( j
ELIZABETH A. NEVILLE Town Hall, 53095 Main Road
TOWN CLERK y Z P.O. Box 1179
• REGISTRAR OF VITAL STATISTICS Oy ~.F Southold, New York 11971
MARRIAGE OFFICER ~Q a0 Fax (631) 765-6145
RECORDS MANAGEMENT OFFICER 1 Telephone (631) 765-1800
FREEDOM OF INFORMATION OFFICER southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 817 OF 2004
WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD
ON NOVEMBER 16,2004:
REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD,
NEW YORK, ADOPTED NOVEMBER 16, 2004, AUTHORIZING THE
REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF
SAID TOWN, STATING THE PLAN OF REFUNDING,
APPROPRIATING AN AMOUNT NOT TO EXCEED $3,500,000 FOR
SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $3,500,000 REFUNDING SERIAL BONDS TO FINANCE
SAID APPROPRIATION, AND MAKING CERTAIN OTHER
DETERMINATIONS RELATIVE THERETO.
Recitals
WHEREAS, on April 22, 1993 the Town of Southold, in the County of Suffolk,
New York (herein called the "Town"), has heretofore issued its $2,695,000 Various Purposes
Serial Bonds-1993 (the "1993 Bonds"); and
WHEREAS, the 1993 Bonds are now outstanding in the principal amount of
$1,100,000, which mature on February 15 in the principal amounts of $125,000 in each of the
years 2005 to 2008; inclusive and $150,000 in each of the years 2009 to 2012, inclusive; and
WHEREAS, the outstanding 1993 Bonds bear interest payable on February 15
and August 15 in each year to maturity at a rate of interest of five per centum (5.00%) per
annum; and
' r
r
• WHEREAS, The 1993 Bonds maturing on or after February 15, 2005 are subject
to redemption prior to maturity, at the option of the Town, on February 15, 2005 and thereafter
on any interest payment date, as a whole or in part, in inverse order of maturity or in equal
proportionate amounts (selected by lot within a maturity), at a redemption price of 100% of the
par amount of the 1993 Bonds to be redeemed, plus accrued interest to the date of redemption.
WHEREAS, on November 8, 1995 the Town has heretofore issued its $1,750,000
Agricultural Land Preservation Serial Bonds - 1995 (the "1995 Bonds"); and
WHEREAS, the 1995 Bonds are now outstanding in the principal amount of
$1,110,000, which mature on November 1 in the principal amounts of $90,000 in each of the
years 2005 to 2007, inclusive; $100,000 in each of the years 2008 to 2011, inclusive; and
$110,000 in each of the years 2012 to 2015, inclusive; and
WHEREAS, the outstanding 1995 Bonds bear interest payable on May 1 and
November 1 in each year to maturity at various rates of interest ranging from five and ten
hundredths per centum (5.10%) per annum to five and fifty hundredths per centum (5.50%) per
annum; and
WHEREAS, the 1995 Bonds maturing on or before November 1, 2006 are not
subject to redemption prior to maturity. The Bonds maturing on and after November 1, 2007
will be subject to redemption prior to maturity, at the option of the Town, on November 1, 2006
and thereafter on any interest payment date, as a whole or in part, in inverse order of maturity or
in equal proportionate amounts (selected by lot within a maturity), at the following redemption
prices, plus accrued interest to the date of redemption:
Redemption Price as a
Redemption Dates Percentage of Par Amount
November 1, 2006 and May 1, 2007 ................................102%
November 1, 2007 and May 1, 2008 ................................101
• November 1, 2008 and thereafter .....................................100
i
• WHEREAS, the 1993 Bonds and the 1995 Bonds are collectively referred to
herein as the "Bonds;" and
WHEREAS, Section 90.10 of the Local Finance Law, constituting Chapter 33-a
of the Consolidated Laws of the State of New York (herein called the "Law"), permits the Town
to refund all or a portion of the outstanding unredeemed maturities of the Bonds (referred to
herein as the "Original Bonds") by the issuance of new bonds, the issuance of which will result
in present value debt service savings for the Town, and the Town Board has determined that it
may be advantageous to refund all or a portion of the outstanding Bonds;
NOW, THEREFORE, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, NEW
YORK (by the favorable vote of at least two-thirds of all the members of said Town Board), AS
FOLLOWS:
Section 1. In this resolution, the following definitions apply, unless a different
meaning clearly appears from the context:
(a) "Bond To Be Refunded" or "Bonds To Be Refunded" means all or a portion of
the aggregate outstanding Bonds, as shall be determined in accordance with
Section 8 hereof.
(b) "Escrow Contract" means the contract to be entered into by and between the
Town and the Escrow Holder pursuant to Section 10 hereof.
(c) "Escrow Holder" means the bank or trust company designated as such
pursuant to Section 10 hereof.
(d) "Original Bonds" shall mean all or a portion of the outstanding unredeemed
maturities of the Bonds.
•
(e) "Present Value Savings" means the dollar savings which result from the
issuance of the Refunding Bonds computed by discounting the principal and
interest payments on both the Refunding Bonds and the Bonds To Be Refunded
from the respective maturities thereof to the date of issue of the Refunding Bonds
at a rate equal to the effective interest cost of the Refunding Bonds. The effective
interest cost of the Refunding Bonds shall be that rate which is arrived at by
doubling the semi-annual interest rate (compounded semi-annually) necessary to
discount the debt service payments on the Refunding Bonds from the maturity
dates thereof to the date of issue of the Refunding Bonds and to the agreed upon
price including estimated accrued interest.
(f) "Redemption Date" means February 15, 2005 with respect to the 1993 Bonds
and November 1, 2006 with respect to the 1995 Bonds.
(g) "Refunding Bond" or "Refunding Bonds" means all or a portion of the
$3,500,000 Refunding Serial Bonds-2004 of the Town of Southold, authorized to
be issued pursuant to Section 2 hereof.
(h) "Refunding Bond Amount Limitation" means an amount of Refunding Bonds
which does not exceed the principal amount of Bonds To Be Refunded plus the
aggregate amount of unmatured interest payable on such Bonds To Be Refunded,
to and including the applicable Redemption Date, plus redemption premiums
payable on such Bonds To Be Refunded as of such Redemption Date, as
hereinabove referred to in the Recitals hereof, plus costs and expenses incidental
to the issuance of the Refunding Bonds including the development of the
refunding financial plan, and of executing and performing the terms and
conditions of the Escrow Contract and all fees and charges of the Escrow Holder
as referred to in Section 10 hereof.
Section 2. The Town Board of the Town (herein called the "Town Board"),
• hereby authorizes the refunding of the Bonds To Be Refunded, and appropriates an amount not
i
to exceed $3,500,000 to accomplish such refunding. The plan of financing said appropriation
• includes the issuance of not to exceed $3,500,000 Refunding Bonds and the levy and collection
of a tax upon all the taxable real property within the Town to pay the principal of and interest on
said Refunding Bonds as the same shall become due and payable. Serial bonds of the Town in
the maximum principal amount of $3,500,000 and designated "REFUNDING SERIAL BONDS-
2004", are hereby authorized to be issued pursuant to the provisions of the Law. The proposed
financial plan for the refunding in the form attached hereto as Exhibit A (the "refunding financial
plan") prepared for the Town by Roosevelt & Cross, Inc., New York, New York, and hereby
accepted and approved, includes the deposit of all the proceeds of said Refunding Bonds with an
Escrow Holder pursuant to an Escrow Contract as authorized in Section 10 hereof, the payment
of all costs incurred by the Town in connection with said refunding from such proceeds and the
investment of a portion of such proceeds by the Escrow Holder in certain obligations. The
principal of and interest on such investments, together with the balance of such proceeds to be
held uninvested, if any, shall be sufficient to pay (1) the principal of and interest on the Bonds To
Be Refunded becoming due and payable on and prior to each applicable Redemption Date and
(2) the principal of and premium on the Bonds To Be Refunded which are to be called for
redemption prior to maturity on any such Redemption Date.
Section 3. The Bonds To Be Refunded referred to in Section 1 hereof are all or a
portion of the unmatured aggregate outstanding balances of the Bonds issued pursuant to various
bond resolutions duly adopted on their respective dates, authorizing the issuance of bonds of the
Town for various purposes. In accordance with the refunding financial plan, the Refunding
Bonds authorized in the aggregate principal amount of not to exceed $3,500,000 shall mature in
amounts and at dates to be determined. The Supervisor, the chief fiscal officer of the Town, is
hereby authorized to approve all details of the refunding financial plan not contained herein.
Section 4. The issuance of the Refunding Bonds will not exceed the Refunding
Bond Amount Limitation. The Refunding Bonds shall mature not later than the maximum
period of probable usefulness permitted by law at the time of original issuance of the Bonds to be
Refunded, for the objects or purposes financed with the proceeds of the Bonds to be Refunded,
• commencing at the date of issuance of the first bond or bond anticipation note issued in
anticipation of the sale of such bonds. The applicable periods of probable usefulness ("PPU")
• for each of the objects or purposes financed with the proceeds of the Bonds to be Refunded, are
as shown in Exhibit B annexed hereto and hereby made a part hereof.
Section 5. The aggregate amount of estimated Present Value Savings is set forth
in the proposed refunding financial plan attached hereto as Exhibit A, computed in accordance
with subdivision two of paragraph b of Section 90.10 of the Law. Said refunding financial plan
has been prepared based upon the assumption that the Refunding Bonds will be issued in the
aggregate principal amount, and will mature, be of such terms, and bear such interest as set forth
therein. The Town Board recognizes that the principal amount of the Refunding Bonds, the
maturities, terms and interest rates, the provisions, if any, for the redemption thereof prior to
maturity, and whether or not any or all of the Refunding Bonds will be insured, and the resulting
Present Value Savings, may vary from such assumptions and that the refunding financial plan
may vary from that attached hereto as Exhibit A.
Section 6. The Refunding Bonds shall be sold at private sale and the Supervisor,
the chief fiscal officer of the Town, is hereby authorized to execute a purchase contract on behalf
of the Town for the sale of said Refunding Bonds, provided that the terms and conditions of such
sale shall be approved by the State Comptroller, and further providing that prior to the issuance
of the Refunding Bonds the Supervisor shall have filed with the Town Board a certificate
approved by the State Comptroller setting forth the Present Value Savings to the Town resulting
from the issuance of the Refunding Bonds. In connection with such sale, the Town authorizes
the preparation of an Official Statement and approves its use in connection with such sale, and
further consents to the distribution of a Preliminary Official Statement prior to the date said
Official Statement is distributed. The Supervisor is hereby further authorized and directed to
take any and all actions necessary to accomplish said refunding, and to execute any contracts and
agreements for the purchase of and payment for services rendered or to be rendered to the Town
in connection with said refunding, including the preparation of the refunding financial plan
referred to in Section 2 hereof.
•
1
Section 7. Each of the Refunding Bonds authorized by this resolution shall
• contain the recital of validity prescribed by Section 52.00 of the Law and said Refunding Bonds
shall be general obligations of the Town, payable as to both principal and interest by a general
tax upon all the taxable real property within the Town without limitation as to rate or amount.
The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the
principal of and interest on said Refunding Bonds and provision shall be made annually in the
budget of the Town for (a) the amortization and redemption of the Refunding Bonds to mature in
such year and (b) the payment of interest to be due and payable in such year.
Section 8. Subject to the provisions of this resolution and of the Law, and
pursuant to the provisions of Section 21.00 of the Law with respect to the issuance of bonds
having substantially level or declining annual debt service, and Sections 50.00, 56.00 to 60.00,
90.10 and 168.00 of the Law, the powers and duties of the Town Board relative to determining
the amount of Bonds To Be Refunded, to prescribing the terms, form and contents and as to the
sale and issuance of the Refunding Bonds, and executing any arbitrage certification relative
thereto, and as to executing the Escrow Contract described in Section 10, the Official Statement
referred to in Section 6 and any contracts for credit enhancements in connection with the
issuance of the Refunding Bonds and any other certificates and agreements, and as to making
elections to call in and redeem all or a portion of the Bonds to be Refunded, are hereby delegated
to the Supervisor, the chief fiscal officer of the Town.
Section 9. The validity of the Refunding Bonds authorized by this resolution may
be contested only if:
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
publication of such resolution, 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 10. Prior to the issuance of the Refunding Bonds, the Town shall contract
with a bank or trust company located and authorized to do business in New York State, for the
purpose of having such bank or trust company act as the Escrow Holder of the proceeds,
inclusive of any premium from the sale of the Refunding Bonds, together with all income
derived from the investment of such proceeds. Such Escrow Contract shall contain such terms
and conditions as shall be necessary in order to accomplish the refunding financial plan,
including provisions authorizing the Escrow Holder, without further authorization or direction
from the Town, except as otherwise provided therein, (a) to make all required payments of
principal, interest and redemption premiums to the appropriate paying agent with respect to the
Bonds To Be Refunded, (b) to pay costs and expenses incidental to the issuance of the Refunding
Bonds, including the development of the refunding financial plan, and costs and expenses
relating to the execution and performance of the terms and conditions of the Escrow Contract
and all of its fees and charges as the Escrow Holder, (c) at the appropriate time or times to cause
to be given on behalf of the Town the notice of redemption authorized to be given pursuant to
Section 13 hereof, and (d) to invest the monies held by it consistent with the provisions of the
refunding financial plan. The Escrow Contract shall be irrevocable and shall constitute a
covenant with the holders of the Refunding Bonds.
Section 11. The proceeds, inclusive of any premium, from the sale of the
Refunding Bonds, immediately upon receipt, shall be placed in escrow by the Town with the
Escrow Holder in accordance with the Escrow Contract. All moneys held by the Escrow Holder
shall be invested only in direct obligations of the United States of America or in obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America, which obligations shall mature or be subject to redemption at the option of the holder
thereof not later than the respective dates when such moneys will be required to make payments
in accordance with the refunding financial plan. Any such moneys remaining in the custody of
the Escrow Holder after the full execution of the Escrow Contract shall be returned to the Town
and shall be applied by the Town only to the payment of the principal of or interest on the
Refunding Bonds then outstanding.
•
~ F
Section 12. That portion of such proceeds from the sale of the Refunding Bonds,
• together with interest earned thereon, which shall be required for the payment of the principal of
and interest on the Bonds To Be Refunded, including any redemption premiums, in accordance
with the refunding financial plan, shall be irrevocably committed and pledged to such purpose
and the holders of the Bonds To Be Refunded shall have a lien upon such moneys and the
investments thereof held by the Escrow Holder. All interest earned from the investment of such
moneys which is not required for such payment of principal of and interest on the Bonds To Be
Refunded shall be it revocably committed and pledged to the payment of the principal of and
interest on the Refunding Bonds, or such portion or series thereof as shall be required by the
refunding financial plan, and the holders of such Refunding Bonds shall have a lien upon such
moneys held by the Escrow Holder. The pledges and liens provided for herein shall become
valid and binding upon the issuance of the Refunding Bonds and the moneys and investments
held by the Escrow Holder shall immediately be subject thereto without any further act. Such
pledges and liens shall be valid and binding against all parties having claims of any kind in tort,
contract or otherwise against the Town irrespective of whether such parties have notice thereof.
Neither this resolution, the Escrow Contract, nor any other instrument relating to such pledges
and liens, need be filed or recorded.
Section 13. In accordance with the provisions of Section 53.00 and of paragraph
h of Section 90.10 of the Law, the Town Board hereby elects to call in and redeem all or a
portion of the Bonds To Be Refunded which are subject to prior redemption according to their
terms on the applicable Redemption Date, as shall be determined by the Supervisor in
accordance with Section S hereof. The sum to be paid therefor shall be the par value thereof, the
accrued interest to such Redemption Date and the redemption premiums, if any. The Escrow
Holder is hereby authorized and directed to cause a notice of such call for redemption to be given
in the name of the Town by mailing such notice at least thirty days prior to such Redemption
Date, or in accordance with the terms appearing in the Bonds to be Refunded, to the registered
holders of the Bonds To Be Refunded which are to be called in and redeemed. Upon the
issuance of the Refunding Bonds, the election to call in and redeem the Bonds To Be Refunded
which are to be called in and redeemed in accordance herewith and the direction to the Escrow
• Holder to cause notice thereof to be given as provided in this Section shall become irrevocable
r`
and the provisions of this Section shall constitute a covenant with the holders, from time to time,
of the Refunding Bonds, provided that this Section may be amended from time to time as may be
necessary to comply with the publication requirements of paragraph a of Section 53.00 of the
Law, as the same may be amended from time to time.
Section 14. This bond resolution shall take effect immediately, and the Town
Clerk is hereby authorized and directed to publish the foregoing resolution, in summary, together
with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The
Suffolk Times, " a newspaper having a general circulation in the Town and hereby designated the
official newspaper of said Town for such publication.
Elizabeth A. Neville
Southold Town Clerk
•
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO THE TERMS, FORM AND DETAILS OF SALE
AND ISSUANCE OF $2,380,000 REFUNDING SERIAL
BONDS-2005 OF THE TOWN OF SOUTHOLD, NEW YORK
AND PROVIDING FOR THEIR PRIVATE SALE
1, JOSHUA Y. HORTON, Supervisor of the Town of Southold, in the County of
Suffolk, New York (the "Town"), HEREBY CERTIFY that pursuant to the powers and duties
delegated to me as the chief fiscal officer of the Town pursuant to the Refunding Bond
Resolution duly adopted and as set forth in Section 1 hereof and subject to the limitations
prescribed in said resolution, I have made the following determinations:
1. Authorization, Principal Amount, Maturity Schedule and Designation.
Refunding serial bonds in the principal amount of $2,380,000 and designated as "Refunding
Serial Bonds-2005" (referred to hereinafter as the "Refunding Bonds" or the "Bonds")
authorized pursuant to the Refunding Bond Resolution duly adopted by the Town Board on
November 16, 2004 (the "Resolution"), entitled:
"Refunding Bond Resolution of the Town of Southold, New York,
adopted November 16, 2004, authorizing the refunding of certain
outstanding serial bonds of said Town, stating the plan of
refunding, appropriating an amount not to exceed $3,500,000 for
such purpose, authorizing the issuance of not to exceed $3,500,000
refunding serial bonds to finance said appropriation, and making
certain other determinations relative thereto,"
shall be issued to refund the $2,695,000 Various Purposes Serial Bonds-1993 (the "1993
Bonds"), currently outstanding in the principal amount of $1,100,000 and $1,750,000
Agricultural Land Preservation Serial Bonds-1995 (the "1995 Bonds"), currently outstanding in
the principal amount of $1,110,000 (referred to collectively herein as the "Refunded Bonds").
The Refunded Bonds were issued pursuant to various bond resolutions duly adopted by the Town
467879.1 027825 CERT
Board on their respective dates, authorizing the issuance of bonds of said Town to finance
various capital projects in and for the Town.
The Bonds shall mature on February 15 in the principal amounts and bear annual
interest in each of the years as set forth below:
Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2005 $280,000 2.50% 2011 255,000 3.25%
2006 245,000 2.50 2012 260,000 3.50
2007 240,000 2.50 2013 110,000 3.50
2008 245,000 2.75 2014 110,000 3-5/8
2009 265,000 3.00 2015 110,000 3.75
2010 260,000 3.00
2. Present Value Savings. The present value savings to be realized through
the refunding of the Refunded Bonds is set forth in the refunding financial plan attached hereto
as Appendix A.
3. Issue Date. The Bonds shall be dated February 8, 2005. The date of each
Bond shall appear on the face thereof following the caption "Date of Original Issue", and each
Bond shall bear interest from such date.
4. Interest Rate and Dates and Medium of Payment. The Bonds shall bear
interest from their date at the rates per annum set forth in Section 1 hereof, payable on February
15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15 in each
year until maturity, in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts. Interest shall be paid by
wire transfer or in clearinghouse funds on each interest payment date, payable to the person in
• whose name the Bond is registered at his address as shown upon the books of the Town kept for
• that purpose at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road,
Southold, New York as fiscal agent (the "Fiscal Agent"), as of the close of business on the last
day of the month preceding each interest payment date.
5. Bond Insurance. Payment of principal of and interest on the Bonds will
not be insured by a municipal bond insurance policy.
6. Optional Redemption. The Bonds will not be subject to redemption prior
to maturity.
7. Denominations, Numbers and Letters. The Bonds maturing in each year
shall be issued as fully registered bonds in denominations of $5,000 or any integral multiple
thereof. The Bonds shall be lettered "R" and shall be numbered separately from one (I)
consecutively upward. All of the Bonds shall be transferable and exchangeable as provided
therein.
8. Book-Entry System. The Bonds when issued shall 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. Only one Bond will be
initially issued for each maturity in the aggregate principal amount of such maturity. DTC is an
automated depository for securities and clearinghouse for securities transactions, and will be
responsible for establishing and maintaining a book-entry system for recording the ownership
interests of its participants, which include certain banks, trust companies and securities dealers,
and the transfers of the interests among its participants. The DTC participants will be
responsible for establishing and maintaining records with respect to the beneficial ownership
interests of individual purchasers in the Bonds. Individual purchases of beneficial ownership
• interests in the Bonds may only be made through book entries (without certificates issued by the
• Town) made on the books and records of DTC (or a successor depository) and its participants, in
denominations of $5,000 or integral multiples thereof. Beneficial owners of the Bonds will not
receive certificates representing their interest in the Bonds. Principal of and interest on the
Bonds will be payable by the Town or its agent by wire transfer or in clearinghouse funds to
DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest
payments to participants of DTC will be the responsibility of DTC; transfer of principal and
interest payments to beneficial owners by participants of DTC will be the responsibility of such
participants and other nominees of beneficial owners. The Town will not be responsible or liable
for payments by DTC to its participants or by DTC participants to beneficial owners or for
maintaining, supervising or reviewing the records maintained by DTC, its participants or persons
acting through such participants.
9. Discontinuance of Book-Entry System. In the event that (a) DTC
determines to discontinue providing its service with respect to the Bonds by giving notice to the
Town and discharging its responsibilities with respect thereto under applicable law, and the
Town fails to appoint a successor securities depository for the Bonds, or (b) the Town determines
to discontinue the system of book-entry transfers through DTC (or a successor securities
depository), then bond certificates shall be delivered to the beneficial owners upon registration of
the Bonds held in the beneficial owners' names. After such registration the beneficial owners
shall become the registered owners of the Bonds. In such event, the Supervisor of the Town
shall execute a Supplemental Certificate of Determination which will set forth the terms, form
and details of issuance of such bond certificates.
10. Fiscal Agent. The Town Clerk is hereby appointed as Fiscal Agent for the
• Bonds pursuant to, and to act in accordance with, applicable provisions of the Local Finance
Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York. In the event
that the book-entry system described in Section 8 above is discontinued, the Town may appoint a
bank or trust company located and authorized to do business in New York State to act as
successor Fiscal Agent in connection with the issuance of bond certificates.
11. Execution of Bonds. The Bonds shall be executed in the name of the
Town by the manual signature of the Supervisor, and shall have the corporate seal of the Town,
or a facsimile thereof, affixed, impressed, imprinted or otherwise reproduced thereon, and
attested by the Town Clerk.
12. Transfer of Bonds. Each Bond shall be transferable only upon the books
of the Town, which shall be kept for such purpose at the office of the Fiscal Agent, by the
registered owner thereof in person or by his attorney duly authorized in writing, upon surrender
thereof together with a written instrument of transfer or exchange satisfactory to the Fiscal Agent
duly executed by the registered owner or his duly authorized attorney. Upon transfer of any such
Bond, the Town shall issue in the name of the transferee or the registered owner a new Bond or
Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The Fiscal
Agent may deem and treat the person in whose name any Bond shall be registered upon the
books of the Town as the absolute owner of such Bond, whether such Bond shall be overdue or
not, for the purpose of receiving payment of, or on account of, the principal of and interest on
such Bond and for all other purposes, and all such payments so made to any such registered
owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid, and neither the Town nor the Fiscal Agent
shall be affected by any notice to the contrary.
•
• 13. Regulations With Respect to Exchanges and Transfers. In all cases in
which the privilege of exchanging or transferring Bonds is exercised, the Town shall execute and
deliver Bonds in accordance with the provisions hereof. All Bonds surrendered in any such
exchanges or transfers shall forthwith be cancelled by the Fiscal Agent. For every such
exchange or transfer of bonds, the Fiscal Agent may make a charge sufficient to reimburse the
Town for any tax, fee or other governmental charge required to be paid with respect to such
exchange or transfer, and may charge a sum sufficient to pay the cost of preparing each new
bond issued upon such exchange or transfer, which sum or sums shall be paid by the person
requesting such exchange or transfer as a condition precedent to the exercise of the privilege of
making such exchange or transfer. The Town shall not be obliged to make any such exchange or
transfer of Bonds between the last day of the month preceding an interest payment date and such
interest payment date.
14. Sale of Bonds. The Bonds are hereby sold at private sale to Roosevelt &
Cross, Incorporated, New York, New York, as Underwriter, pursuant to the Bond Purchase
Agreement dated as of January 20, 2005 between said Underwriter and the Town, for the
purchase price of $2,392,832.95 plus accrued interest, if any, from the date of the Bonds
(February 8, 2005) to the date of delivery of and payment for the Bonds. Pursuant to
Sections 90.00 and 90.10 of the Local Finance Law, constituting Chapter 33-a of the
Consolidated Laws for the State of New York, the terms and conditions of such sale are subject
to the approval of the State Comptroller. Delivery of the Bonds to the purchasers thereof shall be
effected on or about February 8, 2005, upon (i) receipt by the Town of the purchase price of the
Bonds, and (ii) deposit of the Bonds with DTC to be held in trust until maturity.
•
. 15. Form of Bonds. Said Bonds shall be in substantially the form set forth in
Appendix B hereto.
16. SEC Rule 15c2-12. In order to assist bidders in complying with Rule
15c2-12 promulgated by the Securities and Exchange Commission and as part of the Town's
contractual obligation arising from its acceptance of the Underwriter's proposal, at the time of
the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to Provide
Continuing Disclosure" in substantially the form set forth in Appendix C hereto. Said
Undertaking will constitute a written agreement or contract of the Town for the benefit of
holders of and owners of beneficial interests in the Bonds, to provide to (i) each nationally
recognized municipal securities information repository, or to the Municipal Securities
Rulemaking Board, and (ii) to the New York State Information Depository, if created, the annual
financial information and notice of the occurrence of certain material events, as enumerated in
said Rule 15c2-12.
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Bonds hereinabove described and 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 20th day of
January, 2005.
Supervisor
•
CLERK'S CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, New York, DO 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
February 8, 2005; and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolution cited in
said Certificate has been adopted by the Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 2Stl^day of
January, 2005.
(SEAL) ( 44~ ~J~-
67 Town Clerk /11
•
• APPENDIX A
Refunding Financial Plan
as prepared by
Roosevelt & Cross, Incorporated
January 20, 2005
• SOURCES AND USES OF FUNDS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Dated Dale 0210812005
Delivery Date 02/08/2005
Sources:
Bond Proceeds:
Par Amount 2,380,000.00
Net Premium 12,832.95
2,392,832.95
Uses:
Refunding Escrow Deposits:
Cash Deposit 152,520.73
SLG Purchases 2,170,237.00
2,322,757.73
Delivery Dale Expenses:
Cost of Issuance 47,000.00
Underwriter's Discount 20,000.00
67,000.00
Other Uses of Funds:
Additional Proceeds 3,075.22
2,392,832.95
-Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Pagel
• SOURCES AND USES OF FUNDS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Dated Date 02108/2005
Delivery Date 02/08/2005
REFUNDING REFUNDING
Sources: BONDS BONDS Total
Bond Proceeds:
ParAmount 1,215,000.00 1,165,000.00 2,380,000.00
Premium 5,875.20 6,957.75 12,832.95
1,220,875.20 1,171,957.75 2,392,832.95
REFUNDING REFUNDING
Uses: BONDS BONDS Total
Refunding Escrow Deposits:
Cash Deposit 10.73 152,510.00 152,520.73
SLG Purchases 1,184,269.00 985,968.00 2,170,237.00
1,184,279.73 1,138,478.00 2,322,757.73
Delivery Date Expenses:
Cost of Issuance 23,993.69 23,006.31 47,000.00
Underwriters Discount 10,210.08 9,789.92 20,000.00
34,203.77 32,796.23 67,000.00
Other Uses of Funds:
Additional Proceeds 2,391.70 683.52 3,075.22
1,220,87520 1,171,957.75 2,392,832.95
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 2
• SUMMARY OF REFUNDING RESULTS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 2.923710%
Bond Par Amount 2,380,000.00
True Interest Cost 3.323105%
Net Interest Cost 3.789872%
All-In TIC 3.844932%
Average Coupon 3.258107%
Average Life 4.280
Par amount of refunded bonds 2,210,000.00
Average coupon of refunded bonds 5.238362%
Average life of refunded bonds 4.838
PV of prior debt to 02108/2005 @ 3.106148% 2,456,295.41
Net PV Savings 66,537.73
Percentage savings of refunded bonds 3.010757%
Percentage savings of refunding bonds 2.795703%
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 3
• SAVINGS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
REFUNDING OF 04/15/1993 BONDS (02115/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2005 152,500.00 281,379.82 -128,879.82 -128,802.60
05/01/2005 29,417.50 29,417.50 29,209.19
06/15/2005 24,375.00 31,981.25 -7,606.25 -7,485.44
11/01/2005 119,417.50 119,417.50 116,758.54
12131/2005 12,348.93
02115/2006 149,375.00 276,981.25 -127,606.25 -123,658.94
05/01/2006 27,122.50 27,122.50 26,113.03
08/1512006 21,250.00 28,918.75 -7,668.75 -7,317.88
11/01/2006 117,122.50 117,122.50 111,038.83
12/31/2006 8,970.00
02/1512007 146,250.00 268,918.75 -122,668.75 -115,266.04
05/01/2007 24,827.50 24,827.50 23,177.92
08/15/2007 18,125.00 25,918.75 -7,793.75 -7,211.42
11/0112007 114,827.50 114,827.50 105,558.76
12/3112007 9,192.50
02/15/2008 143,125.00 270,918.75 -127,793.75 -116,436.97
05/01/2008 22,532.50 22,532.50 20,396.92
08/15/2008 15,000.00 22,550.00 -7,550.00 -6,773.84
11101/2008 122,532.50 122,532.50 109,222.86
12/31/2008 9,721.25
02115/2009 165,000.00 287,550.00 -122,550.00 -108,270.07
05/01/2009 19,982.50 19,982.50 17,539.57
08/15/2009 11,250.00 18,575.00 -7,325.00 -6,372.50
11/01/2009 119,982.50 119,982.50 103,703.64
12/3112009 10,090.00
0211512010 161,250.00 278,575.00 -117,325.00 -100,507.75
05/0112010 17,382.50 17,382.50 14,794.33
08/15/2010 7,500.00 14,675.00 -7,175.00 -6,052.54
11/0112010 117,382.50 117,382.50. 98,376.94
12/31/2010 10,265.00
02/15/2011 157,500.00 269,675.00 -112,175.00 -93,179.18
05101/2011 14,732.50 14,732.50 12,158.31
08/15/2011 3,750.00 10,531.25 -6,781.25 -5,546.76
11/01/2011 114,732.50 114,732.50 93,237.42
12/31/2011 10,508.75
02/15/2012 153,750.00 270,531.25 -116,781.25 -94,061.04
05/01/2012 12,045.00 12,045.00 9,638.68
08/15/2012 5,981.25 -5,981.25 -4,743.90
11/01/2012 122,045.00 122,045.00 96,169.56
1213112012 11,327.50
02115/2013 115,981.25 -115,981.25 -90,581.25
05/0112013 9,075.00 9,075.00 7,041.60
08/15/2013 4,056.25 -4,056.25 -3,119.48
11/01/2013 119,075.00 119,075.00 90,981.29
12131/2013 8,112.50
02115/2014 114,056.25 -114,056.25 -86,374.09
05/01/2014 6,050.00 6,050.00 4,551.91
08/15/2014 2,062.50 -2,062.50 -1,538.03
11/01/2014 116,050.00 116,050.00 85,978.62
12/31/2014 5,981.25
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 4
• SAVINGS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2015 112,062.50 -112,062.50 -82,288.39
05/01/2015 3,025.00 3,025.00 2,206.87
11/0112015 113,025.00 113,025.00 81,195.83
12/3112015 3,987.50
2,812,385.00 2,711,879.82 100,505.18 100,505.18 63,462.51
Savings Summary
PV of savings from cash flow 63,462.51
Plus: Refunding funds on hand 3,075.22
Net PV Savings 66,537.73
•Jan 20, 2005 12:41 pm Prepared by Roosevelt R Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 5
BOND PRIDING
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005-2015)
REFUNDING OF 04/15/1993 BONDS (02115/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds:
02/15/2005 280,000 2.500% 2.000% 100.009
02/15/2006 245,000 2.500% 2.200% 100.300
02/15/2007 240,000 2.500% 2.400% 100.195
02/15/2008 245,000 2.750% 2.550% 100.577
02/15/2009 265,000 3.000% 2.700% 101.135
0211512010 260,000 3.000% 2.900% 100.463
02/1512011 255,000 3.250% 3.100% 100.817
02/15/2012 260,000 3.500% 3.300% 101.243
02/15/2013 110,000 3.500% 3.500% 100.000
02/15/2014 110,000 3.625% 3.600% 100.190
02/15/2015 110,000 3.750% 3.700% 100.414
2,380,000
Dated Date 02/08/2005
Delivery Date 0210812005
First Coupon 02/15/2005
Par Amount 2,380,000.00
Premium 12,832.95
Production 2,392,832.95 100.539200%
Underwriter's Discount -20,000.00 -0.840336%
Purchase Price 2,372,832.95 99.698863%
Accrued Interest
Net Proceeds 2,372,832.95
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 6
• BOND DEBT SERVICE
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02/1512005 280,000 2.500% 1,379.82 281,379.82
08/15/2005 31,981.25 31,981.25
12/31/2005 313,361.07
02115/2006 245,000 2.500% 31,981.25 276,981.25
08/15/2006 28,918.75 28,918.75
12131/2006 305,900.00
02115/2007 240,000 2.500% 28,918.75 268,918.75
08/15/2007 25,918.75 25,918.75
12/31/2007 294,837.50
02/15/2008 245,000 2.750% 25,918.75 270,918.75
08/15/2008 22,550.00 22,550.00
12131/2008 293,468.75
02115/2009 265,000 3.000% 22,550.00 287,550.00
08/15/2009 18,575.00 18,575.00
12/31/2009 306,125.00
02/15/2010 260,000 3.000% 18,575.00 278,575.00
08/15/2010 14,675.00 14,675.00
12/31/2010 293,250.00
02115/2011 255,000 3.250% 14,675.00 269,675.00
08/15/2011 10,531.25 10,531.25
12131/2011 280,206.25
02/15/2012 260,000 3.500% 10,531.25 270,531.25
08/15/2012 5,981.25 5,981.25
12/31/2012 276,512.50
02/15/2013 110,000 3.500% 5,981.25 115,981.25
08115/2013 4,056.25 4,056.25
12/31/2013 120,037.50
02115/2014 110,000 3.625% 4,056.25 114,056.25
08/15/2014 2,062.50 2,062.50
12/31/2014 116,118.75
02/15/2015 110,000 3.750% 2,062.50 112,062.50
12/31/2015 112,062.50
2,380,000 331,879.82 2,711,879.82 2,711,879.82
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_.NJ) Page 7
• PROOF OF ARBITRAGE YIELD
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11115/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Present Value
to 02108/2005
Date Debt Service Total @ 3.1061475%
02/15/2005 281,379.82 281,379.82 281,211.23
08/15/2005 31,981.25 31,981.25 31,473.29
02/15/2006 276,981.25 276,981.25 268,413.24
08/1512006 28,918.75 28,918.75 27,595.61
02/1512007 268,918.75 268,918.75 252,690.26
08/15/2007 25,918.75 25,918.75 23,982.17
02/15/2008 270,918.75 270,918.75 246,842.73
08/15/2008 22,550.00 22,550.00 20,231.81
02/1512009 287,550.00 287,550.00 254,043.74
OB/15/2009 18,575.00 18,575.00 16,159.61
02115/2010 278,575.00 278,575.00 238,644.33
08/15/2010 14,675.00 14,675.00 12,379.24
02/15/2011 269,675.00 269,675.00 224,008.00
08/15/2011 10,531.25 10,531.25 8,614.10
02115/2012 270,531.25 270,531.25 217,898.45
08/15/2012 5,981.25 5,981.25 4,743.90
02115/2013 115,981.25 115,981.25 90,581.25
08/15/2013 4,056.25 4,056.25 3,119.48
02115/2014 114,056.25 114,056.25 86,374.09
08/15/2014 2,062.50 2,062.50 1,538.03
02115/2015 112,062.50 112,062.50 82,288.39
2,711,879.82 2,711,879.82 2,392,832.95
Proceeds Summary
Delivery date 02/08/2005
Par Value 2,380,000.00
Premium (Discount) 12,832.95
Target for yield calculation 2,392,832.95
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 8
• PRIOR BOND DEBT SERVICE
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11115/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
02/08/2005
02115/2005 125,000 5.000% 27,500.00 152,500.00
05/01/2005 29,417.50 29,417.50
08/15/2005 24,375.00 24,375.00
11/01/2005 90,000 5.100% 29,417.50 119,417.50
12/31/2005 325,710
02/15/2006 125,000 5.000% 24,375.00 149,375.00
05/01/2006 27,122.50 27,122.50
08/15/2006 21,250.00 21,250.00
11/01/2006 90,000 5.100% 27,122.50 117,122.50
12131/2006 314,870
02/15/2007 125,000 5.000% 21,250.00 146,250.00
05/01/2007 24,827.50 24,827.50
08/15/2007 18,125.00 18,125.00
11/01/2007 90,000 5.100% 24,827.50 114,827.50
12131/2007 304,030
02115/2008 125,000 5.000% 18,125.00 143,125.00
05/01/2008 22,532.50 22,532.50
08/15/2008 15,000.00 15,000.00
11101/2008 100,000 5.100% 22,532.50 122,532.50
12/31/2008 303,190
02115/2009 150,000 5.000% 15,000.00 165,000.00
05/01/2009 19,982.50 19,982.50
08/15/2009 11,250.00 11,250.00
11/01/2009 100,000 5.200% 19,982.50 119,982.50
12131/2009 316,215
02115/2010 150,000 5.000% 11,250.00 161,250.00
05/01/2010 17,382.50 17,382.50
08/15/2010 7,500.00 7,500.00
11/01/2010 100,000 5.300% 17,382.50 117,382.50
12131/2010 303,515
02115/2011 150,000 5.000% 7,500.00 157,500.00
05/01/2011 14,732.50 14,732.50
08/15/2011 3,750.00 3,750.00
11/01/2011 100,000 5.375% 14,732.50 114,732.50
12/31/2011 290,715
02/15/2012 150,000 5.000% 3,750.00 153,750.00
05/01/2012 12,045.00 12,045.00
11101/2012 110,000 5.400% 12,045.00 122,045.00
12131/2012 287,840
05/01/2013 9,075.00 9,075.00
11/01/2013 110,000 5.500% 9,075.00 119,075.00
12/31/2013 128,150
05101/2014 6,050.00 6,050.00
11/01/2014 110,000 5.500% 6,050.00 116,050.00
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page g
• PRIOR BOND DEBT SERVICE
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
12/3112014 122,100
05/01/2015 3,025.00 3,025.00
11/01/2015 110,000 5.500% 3,025.00 113,025.00
12131/2015 116,050
2,210,000 602,385.00 2,812,385.00 2,812,385
•Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 10
• ESCROW REQUIREMENTS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005-2015)
REFUNDING OF 04/15/1993 BONDS (0211512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Period Principal Redemption
Ending Principal Interest Redeemed Premium Total
02/15/2005 125,000.00 27,500.00 152,500.00
05/01/2005 29,417.50 29,417.50
08/15/2005 24,375.00 975,000.00 999,375.00
11/01/2005 90,000.00 29,417.50 119,417.50
05/01/2006 27,122.50 27,122.50
11/01/2006 90,000.00 27,122.50 930,000.00 18,600.00 1,065,722.50
305,000.00 164,955.00 1,905,000.00 18,600.00 2,393,555.00
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 11
• ESCROW DESCRIPTIONS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Type of Type of Maturity First Int Par Max
Security SLGS Date Pmt Date Amount Rate Rate
Feb 8,2005:
SLG Certificate 05/01/2005 05/01/2005 22,036 2.120% 2.120%
SLG Certificate 08/15/2005 08/15/2005 985,968 2.640% 2.640%
SLG Certificate 11/01/2005 11/0112005 101,354 2.710% 2.710%
SLG Note 05/01/2006 05/01/2005 11,062 2.830% 2.830%
SLG Note 11101/2006 05/01/2005 1,049,817 3.030% 3.030%
2,170,237
SLGS Summary
SLGS Rates File 20JAN05
Total Certificates of Indebtedness 1,109,358.00
Total Notes 1,060,879.00
Total original SLGS 2,170,237.00
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 12
• ESCROW CASH FLOW
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Net Escrow
Date Principal Interest Receipts
05/01/2005 22,036.00 7,381.32 29,417.32
08/1512005 985,968.00 13,407.00 999,375.00
11/0112005 101, 354.00 18, 062.96 119, 416.96
05/0112006 11,062.00 16,061.26 27,123.26
11/01/2006 1, 049, 817.00 15, 904.73 1,065,721.73
2,170,237.00 70,817.27 2,241,054.27
Escrow Cost Summary
Purchase date 02/08/2005
Purchase cost of securities 2,170,237.00
•Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 14
• ESCROW SUFFICIENCY
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
02/08/2005 152,520.73 152,520.73 152,520.73
02/15/2005 152,500.00 -152,500.00 20.73
05/01/2005 29,417.50 29,417.32 -0.18 20.55
08/15/2005 999,375.00 999,375.00 20.55
11/01/2005 119,417.50 119,416.96 -0.54 20.01
05/01/2006 27,122.50 27,123.26 0.76 20.77
11/01/2006 1,065,722.50 1,065,721.73 -0.77 20.00
2,393,555.00 2,393,575.00 20.00
-Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NJ) Page 15
• ESCROW COST
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Type of Maturity Par Total
Security Date Amount Rate Cost
SLG 05/01/2005 22,036 2.120% 22,036.00
SLG 08/15/2005 985,968 2.640% 985,968.00
SLG 11/01/2005 101,354 2.710% 101,354.00
SLG 05/01/2006 11,062 2.830% 11,062.00
SLG 11101/2006 1,049,817 3.030% 1,049,817.00
2,170,237 2,170,237.00
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
02/08/2005 2,170,237 152,520.73 2,322,757.73
2,170,237 152,520.73 2,322,757.73
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 13
ESCROW STATISTICS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
REFUNDING OF 0411511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time
REFUNDING BONDS, Global Proceeds Escrow:
1,184,279.73 1.560 3.007388% 3.007363% 1,182,456.11 1,823.08 0.54
1,138,478.00 0.513 2.617096% 2.617096% 1,135,920.19 2,466.28 91.53
2,322,757.73 2,318,376.30 4,289.36 92.07
Delivery date 02/0812005
Arbitrage yield 1106148%
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 16
• PROOF OF COMPOSITE ESCROW YIELD
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
All restricted escrows funded by bond proceeds
Present Value
Security to 02/08/2005
Date Receipts @ 2.9237104%
05/0112005 29,417.32 29,221.12
08/15/2005 999,375.00 984,420.33
11/01/2005 119,416.96 116,911.42
05/01/2006 27,123.26 26,171.58
11101/2006 1,065,721.73 1,013,512.56
2,241,054.27 2,170,237.00
Escrow Cost Summary
Purchase date 02108/2005
Purchase cost of securities 2,170,237.00
Target for yield calculation 2,170,237.00
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 17
BOND SUMMARY STATISTICS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Dated Date 02108/2005
Delivery Date 02/08/2005
Last Maturity 02/15/2015
Arbitrage Yield 3.106148%
True Interest Cost (TIC) 3.323105%
Net Interest Cost (NIC) 3.789872%
All-In TIC 3.844932%
Average Coupon 3.258107%
Average Life (years) 4.280
Duration of Issue (years) 3.923
Par Amount 2,380,000.00
Bond Proceeds 2,392,832.95
Total Interest 331,879.82
Net Interest 339,046.87
Bond Years from Dated Date 10,186,277.78
Bond Years from Delivery Date 10,186,277.78
Total Debt Service 2,711,879.82
Maximum Annual Debt Service 313,361.07
Average Annual Debt Service 270,661.70
Underwriter's Fees (per $1000)
Average Takedown
Other Fee 8.403361
Total Underwriter's Discount 8.403361
Bid Price 99.698863
Par Average Average
Bond Component Value Price Coupon Life
Serial Bonds 2,380,000.00 100.539 3.258% 4.280
2,380,000.00 4.280
All-In Arbitrage
TIC TIC Yield
Par Value 2,380,000.00 2,380,000.00 2,380,000.00
+Accrued Interest
+ Premium (Discount) 12,832.95 12,832.95 12,832.95
- Underwriter's Discount -20,000.00 -20,000.00
- Cost of Issuance Expense -47,000.00
- Other Amounts
Target Value 2,372,832.95 2,325,832.95 2,392,832.95
Target Date 02/08/2005 02/08/2005 02/08/2005
Yield 3.323105% 3.844932% 3.106148%
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Pagel B
• FORM 8038 STATISTICS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005-2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Serial Bonds:
02/15/2005 280,000.00 2.500% 100.009 280,025.20 280,000.00
02/15/2006 245,000.00 2.500% 100.300 245,735.00 245,000.00
02/15/2007 240,000.00 2.500% 100.195 240,468.00 240,000.00
02115/2008 245,000.00 2.750% 100.577 246,413.65 245,000.00
02/15/2009 265,000.00 3.000% 101.135 268,007.75 265,000.00
02115/2010 260,000.00 3.000% 100.463 261,203.80 260,000.00
02/15/2011 255,000.00 3.250% 100.817 257,083.35 255,000.00
02/15/2012 260,000.00 3.500% 101.243 263,231.80 260,000.00
02/15/2013 110,000.00 3.500% 100.000 110,000.00 110,000.00
02/15/2014 110,000.00 3.625% 100.190 110,209.00 110,000.00
02/15/2015 110,000.00 3.750% 100.414 110,455.40 110,000.00
2,380,000.00 2,392,832.95 2,380,000.00
Stated Weighted Net
Maturity Interest Issue Redemption Average Interest
Date Rate Price at Maturity Maturity Yield Cost
Final Maturity 02115/2015 3.750% 110,455.40 110,000.00
Entire Issue 2,392,832.95 2,380,000.00 4.2845 3.1061% 3.1120%
Proceeds used for accrued interest 0.00
Proceeds used for bond issuance costs (including underwriters' discount) 67,000.00
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
Proceeds used to currently refund prior issues 0.00
Proceeds used to advance refund prior issues 2,322,757.73
Remaining weighted average maturity of the bonds to be currently refunded 0.0194
Remaining weighted average maturity of the bonds to be advance refunded 5.1075
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 19
• FORM 8038 STATISTICS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/0112005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Refunded Bonds
Bond
Component Date Principal Coupon Price Issue Price
Various Purposes Serial Bonds, 1993:
SERIAL 02/15/2005 125,000.00 5.000% 100.000 125,000.00
SERIAL 02115/2006 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2007 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2008 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/1512009 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/15/2010 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/1512011 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/1512012 150,000.00 5.000% 100.000 150,000.00
1,100,000.00 1,100,000.00
Agricultural Land Preservation Serial Bonds, 1995:
SERIALS 11/01/2005 90,000.00 5.100% 102.355 92,119.50
SERIALS 11/01/2006 90,000.00 5.100% 101.681 91,512.90
SERIALS 11/01/2007 90,000.00 5.100% 100.892 90,802.80
SERIALS 11/01/2008 100,000.00 5.100% 100.000 100,000.00
SERIALS 11/01/2009 100,000.00 5.200% 100.000 100,000.00
SERIALS 11/01/2010 100,000.00 5.300% 100.000 100,000.00
SERIALS 11/01/2011 100,000.00 5.375% 99.733 99,733.00
SERIALS 11/01/2012 110,000.00 5.400% 98.362 108,198.20
SERIALS 11/01/2013 110,000.00 5.500% 99.434 109,377.40
SERIALS 11/01/2014 110,000.00 5.500% 98.838 108,721.80
SERIALS 11/01/2015 110,000.00 5.500% 98.215 108,036.50
1,110,000.00 1,108,502.10
2,210,000.00 2,208,502.10
Remaining
Last Weighted
Call Issue Average
Date Date Maturity
Various Purposes Serial Bonds, 1993 08/15/2005 04/22/1993 3.7013
Agricultural Land Preservation Serial Bonds, 1995 11/01/2006 11/08/1995 5.9293
All Refunded Issues 11/01/2006 4.8196
-Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 20
• SUMMARY OF BONDS REFUNDED
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Various Purposes Serial Bonds, 1993, 1993:
SERIAL 02/15/2005 5.000% 125,000.00
02115/2006 5.000% 125,000.00 08/15/2005 100.000
02115/2007 5.000% 125,000.00 08/1512005 100.000
02115/2008 5.000% 125,000.00 08/15/2005 100.000
02115/2009 5.000% 150,000.00 08115/2005 100.000
02115/2010 5.000% 150,000.00 08/15/2005 100.000
0211512011 5.000% 150,000.00 08/15/2005 100.000
02/15/2012 5.000% 150,000.00 08/15/2005 100.000
1,100,000.00
Agricultural Land Preservation Serial Bonds, 1995, 1995:
SERIALS 11/0112005 5.100% 90,000.00
11/01/2006 5.100% 90,000.00
11/01/2007 5.100% 90,000.00 11/01/2006 102.000
11/01/2008 5.100% 100,000.00 11/01/2006 102.000
11101/2009 5.200% 100,000.00 11/01/2006 102.000
11/01/2010 5.300% 100,000.00 11/01/2006 102.000
11/01/2011 5.375% 100,000.00 11/01/2006 102.000
11/01/2012 5.400% 110,000.00 11/01/2006 102.000
11/01/2013 5.500% 110,000.00 11/01/2006 102.000
11/01/2014 5.500% 110,000.00 11/01/2006 102.000
11/01/2015 5.500% 110,000.00 11/01/2006 102.000
1,110,000.00
2,210,000.00
•Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 21
• SOURCES AND USES OF FUNDS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 - 2015)
Dated Dale 02/08/2005
Delivery Date 02/08/2005
Sources:
Bond Proceeds:
Par Amount 1,215,000.00
Premium 5,875.20
1,220,875.20
Uses:
Refunding Escrow Deposits:
Cash Deposit 10.73
SLG Purchases 1,184,269.00
1,184,279.73
Delivery Date Expenses:
Cost of Issuance 23,993.69
Underwriter's Discount 10,210.08
34,203.77
Other Uses of Funds:
Additional Proceeds 2,391.70
1,220,875.20
•Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 22
• SUMMARY OF REFUNDING RESULTS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 -2015)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 3.007388%
Bond Par Amount 1,215,000.00
True Interest Cost 3.430634%
Net Interest Cost 3.830931%
All-In TIC 3.885498%
Average Coupon 3.363742%
Average Life 4.991
Par amount of refunded bonds 1,110,000.00
Average coupon of refunded bonds 5.384938%
Average fife of refunded bonds 5.965
PV of prior debt to 02/08/2005 @ 3.106148% 1,259,050.62
Net PV Savings 33,186.99
Percentage savings of refunded bonds 2.989819%
Percentage savings of refunding bonds 2.731440%
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 23
• SAVINGS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 -2015)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02115/2005 125,727.22 -125,727.22 -125,651.89
05/01/2005 29,417.50 29,417.50 29,209.19
08/15/2005 17,137.50 -17,137.50 -16,865.30
11/01/2005 119,417.50 119,417.50 116,758.54
12/31/2005 5,970.28
02/1512006 122,137.50 -122,137.50 -118,359.36
05/01/2006 27,122.50 27,122.50 26,113.03
08/15/2006 15,825.00 -15,825.00 -15,100.95
11/01/2006 117,122.50 117,122.50 111,038.83
12131/2006 6,282.50
02/15/2007 120,825.00 -120,825.00 -113,533.55
05/01/2007 24,827.50 24,827.50 23,177.92
08115/2007 14,512.50 -14,512.50 -13,428.16
11/01/2007 114,827.50 114,827.50 105,558.76
12/31/2007 4,317.50
02/15/2008 124,512.50 -124,512.50 -113,447.32
05/01/2008 22,532.50 22,532.50 20,396.92
08/15/2008 13,000.00 -13,000.00 -11,663.57
11/01/2008 122,532.50 122,532.50 109,222.86
12/31/2008 7,552.50
02/15/2009 123,000.00 -123,000.00 -108,667.64
05/01/2009 19,982.50 19,982.50 17,539.57
08/15/2009 11,350.00 -11,350.00 -9,874.11
11/01/2009 119,982.50 119,982.50 103,703.64
12131/2009 5,615.00
02/15/2010 121,350.00 -121,350.00 -103,955.81
05/01/2010 17,382.50 17,382.50 14,794.33
08/15/2010 9,700.00 -9,700.00 -8,182.53
11/01/2010 117,382.50 117,382.50 98,376.94
12131/2010 3,715.00
02/15/2011 114,700.00 -114,700.00 -95,276.60
05/01/2011 14,732.50 14,732.50 12,158.31
08115/2011 7,993.75 -7,993.75 -6,538.53
11/01/2011 114,732.50 114,732.50 93,237.42
12/31/2011 6,771.25
02115/2012 122,993.75 -122,99175 -99,064.88
05/01/2012 12,045.00 12,045.00 9,638.68
08/15/2012 5,981.25 -5,981.25 -4,743.90
11/01/2012 122,045.00 122,045.00 96,169.56
12/31/2012 5,115.00
02/15/2013 115,981.25 -115,981.25 -90,581.25
05/0112013 9,075.00 9,075.00 7,041.60
08/1512013 4,056.25 -4,056.25 -3,119.48
11/01/2013 119,075.00 119,075.00 90,981.29
12/31/2013 8,112.50
02115/2014 114,056.25 -114,056.25 -86,374.09
05/01/2014 6,050.00 6,050.00 4,551.91
08/15/2014 2,062.50 -2,062.50 -1,538.03
11/01/2014 116,050.00 116,050.00 85,978.62
12/31/2014 5,981.25
•Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 24
• SAVINGS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005 -2015)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2015 112,062.50 -112,062.50 -82,288.39
05/0112015 3,025.00 3,025.00 2,206.87
11/01/2015 113,025.00 113,025.00 81,195.83
12131/2015 3,987.50
1,482,385.00 1,418,964.72 63,420.28 63,420.28 30,795.29
Savings Summary
PV of savings from cash flow 30,795.29
Plus: Refunding funds on hand 2,391.70
Net PV Savings 33,186.99
'qWJan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 25
BOND DEBT SERVICE
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11101/2005-2015)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02/15/2005 125,000 2.500% 727.22 125,727.22
08/15/2005 17,137.50 17,137.50
12/31/2005 142,864.72
0211512006 105,000 2.500% 17,137.50 122,137.50
08115/2006 15,825.00 15,825.00
12131/2006 137,962.50
02115/2007 105,000 2.500% 15,825.00 120,825.00
08/15/2007 14,512.50 14,512.50
12131/2007 135,337.50
0211512008 110,000 2.750% 14,512.50 124,512.50
08115/2008 13,000.00 13,000.00
12/31/2008 137,512.50
02115/2009 110,000 3.000% 13,000.00 123,000.00
08/15/2009 11,350.00 11,350.00
12131/2009 134,350.00
02115/2010 110,000 3.000% 11,350.00 121,350.00
08/15/2010 9,700.00 9,700.00
12/31/2010 131,050.00
02115/2011 105,000 3.250% 9,700.00 114,700.00
08/15/2011 7,993.75 7,993.75
12131/2011 122,693.75
02115/2012 115,000 3.500% 7,993.75 122,993.75
08/15/2012 5,981.25 5,981.25
12131/2012 128,975.00
02115/2013 110,000 3.500% 5,981.25 115,981.25
08/15/2013 4,056.25 4,056.25
12131/2013 120,037.50
02115/2014 110,000 3.625% 4,056.25 114,056.25
08/15/2014 2,062.50 2,062.50
12131/2014 116,118.75
02/15/2015 110,000 3.750% 2,062.50 112,062.50
12/31/2015 112,062.50
1,215,000 203,964.72 1,418,964.72 1,418,964.72
Jan 20, 2005 12:41 pro Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 26
• BOND PRICING
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005 - 2015)
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds:
02/15/2005 125,000 2.500% 2.000% 100.009
02/15/2006 105,000 2.500% 2.200% 100.300
02/15/2007 105,000 2.500% 2.400% 100.195
02/15/2008 110,000 2.750% 2.550% 100.577
02115/2009 110,000 3.000% 2.700% 101.135
02/15/2010 110,000 3.000% 2.900% 100.463
02/15/2011 105,000 3.250% 3.100% 100.817
02/15/2012 115,000 3.500% 3.300% 101.243
02115/2013 110,000 3.500% 3.500% 100.000
02/15/2014 110,000 3.625% 3.600% 100.190
02115/2015 110,000 3.750% 3.700% 100.414
1,215,000
Dated Date 02/08/2005
Delivery Date 02/08/2005
First Coupon 02/15/2005
Par Amount 1,215,000.00
Premium 5,875.20
Production 1,220,875.20 100.483556%
Underwriter's Discount -10,210.08 -0.840336%
Purchase Price 1,210,665.12 99.643220%
Accrued Interest
Net Proceeds 1,210,665.12
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 27
• SUMMARY OF BONDS REFUNDED
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 -2015)
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Agricultural Land Preservation Serial Bonds, 1995, 1995:
SERIALS 11/01/2005 5.100% 90,000.00
11/01/2006 5.100% 90,000.00
11/01/2007 5.100% 90,000.00 11/0112006 102.000
11/01/2008 5.100% 100,000.00 11/01/2006 102.000
11/01/2009 5.200% 100,000.00 11/01/2006 102.000
11/01/2010 5.300% 100,000.00 11/01/2006 102.000
11/01/2011 5.375% 100,000.00 11/01/2006 102.000
11/01/2012 5.400% 110,000.00 11/0112006 102.000
11101/2013 5.500% 110,000.00 11/01/2006 102.000
11/01/2014 5.500% 110,000.00 11/01/2006 102.000
11/01/2015 5.500% 110,000.00 11/01/2006 102.000
1,110,000.00
Wan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 28
• PRIOR BOND DEBT SERVICE
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 -2015)
Annual
Period
Debt
Ending Principal Coupon Interest Debt Service Service
02/08/2005
05/01/2005 29,417.50 29,417.50
11/01/2005 90,000 5.100% 29,417.50 119,417.50
12/31/2005 148,835
05/01/2006 27,122.50 27,122.50
11101/2006 90,000 5.100% 27,122.50 117,122.50
12/31/2006 144,245
05/01/2007 24,827.50 24,827.50
11101/2007 90,000 5.100% 24,827.50 114,827.50
12/3112007 139,655
05101/2008 22,532.50 22,532.50
11/01/2008 100,000 5.100% 22,532.50 122,532.50
12131/2008 145,065
05/01/2009 19,982.50 19,982.50
11/01/2009 100,000 5.200% 19,982.50 119,982.50
12/31/2009 139,965
05/01/2010 17,382.50 17,382.50
11/01/2010 100,000 5.300% 17,382.50 117,382.50
12131/2010 134,765
05/01/2011 14,732.50 14,732.50
11/01/2011 100,000 5.375% 14,732.50 114,732.50
12/3112011 129,465
05/01/2012 12,045.00 12,045.00
11/01/2012 110,000 5.400% 12,045.00 122,045.00
12/31/2012 134,090
05/01/2013 9,075.00 9,075.00
11/01/2013 110,000 5.500% 9,075.00 119,075.00
12/31/2013 128,150
05101/2014 6,050.00 6,050.00
11/01/2014 110,000 5.500% 6,050.00 116,050.00
12/31/2014 122,100
05/01/2015 3,025.00 3,025.00
11/01/2015 110,000 5.500% 3,025.00 113,025.00
12/31/2015 116,050
1,110,000 372,385.00 1,482,385.00 1,482,385
'Wrian 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 29
SOURCES AND USES OF FUNDS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Sources:
Bond Proceeds:
Par Amount 1,165,000.00
Premium 6,957.75
1,171,957.75
Uses:
Refunding Escrow Deposits:
Cash Deposit 152,510.00
SLG Purchases 985,968.00
1,138,478.00
Delivery Date Expenses:
Cost of Issuance 23,006.31
Underwriter's Discount 9,789,92
32,796.23
Other Uses of Funds:
Additional Proceeds 683.52
1,171,957.75
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 30
• SUMMARY OF REFUNDING RESULTS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 2.617096%
Bond Par Amount 1,165,000.00
True Interest Cost 3.169691%
Net Interest Cost 3.729482%
All-In TIC 3.787302%
Average Coupon 3.102738%
Average Life 3.539
Par amount of refunded bonds 1,100,000.00
Average coupon of refunded bonds 5.000000%
Average Irfe of refunded bonds 3.701
PV of prior debt to 02/08/2005 @ 3.106148% 1,197,244.80
Net PV Savings 33,350.74
Percentage savings of refunded bonds 3.031885%
Percentage savings of refunding bonds 2.862724%
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 31
• SAVINGS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2005 152,500.00 155,652.60 -3,152.60 -3,150.71
08/15/2005 24,375.00 14,843.75 9,531.25 9,379.86
12131/2005 6,378.65
02/15/2006 149,375.00 154,843.75 -5,468.75 -5,299.58
08/15/2006 21,250.00 13,093.75 8,156.25 7,783.07
12/31/2006 2,687.50
02/15/2007 146,250.00 148,093.75 -1,843.75 -1,732.48
08/15/2007 18,125.00 11,406.25 6,718.75 6,216.74
12131/2007 4,875.00
02/15/2008 143,125.00 146,406.25 -3,281.25 -2,989.65
08/15/2008 15,000.00 9,550.00 5,450.00 4,889.73
12/31/2008 2,168.75
02/15/2009 165,000.00 164,550.00 450.00 397.56
08/15/2009 11,250.00 7,225.00 4,025.00 3,501.61
12131/2009 4,475.00
02115/2010 161,250.00 157,225.00 4,025.00 3,448.06
08/15/2010 7,500.00 4,975.00 2,525.00 2,129.99
12/31/2010 6,550.00
02/15/2011 157,500.00 154,975.00 2,525.00 2,097.41
08/15/2011 3,750.00 2,537.50 1,212.50 991.77
12131/2011 3,737.50
02/15/2012 153,750.00 147,537.50 6,212.50 5,003.84
12/31/2012 6,212.50
1,330,000.00 1,292,915.10 37,084.90 37,084.90 32,667.22
Savings Summary
PV of savings from cash flow 32,667.22
Plus: Refunding funds on hand 683.52
Net PV Savings 33,350.74
-Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_Nl) Page 32
BOND DEBT SERVICE
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02/15/2005 155,000 2.500% 652.60 155,652.60
08/15/2005 14,843.75 14,843.75
12131/2005 170,496.35
02/15/2006 140,000 2.500% 14,843.75 154,843.75
08/15/2006 13,093.75 13,093.75
12131/2006 167,937.50
02115/2007 135,000 2.500% 13,093.75 148,093.75
08/15/2007 11,406.25 11,406.25
12/31/2007 159,500.00
02/15/2008 135,000 2.750% 11,406.25 146,406.25
08115/2008 9,550.00 9,550.00
12/31/2008 155,956.25
02/15/2009 155,000 3.000% 9,550.00 164,550.00
08/15/2009 7,225.00 7,225.00
12131/2009 171,775.00
02115/2010 150,000 3.000% 7,225.00 157,225.00
08/15/2010 4,975.00 4,975.00
12/31/2010 162,200.00
02/1512011 150,000 3.250% 4,975.00 154,975.00
08/15/2011 2,537.50 2,537.50
12/31/2011 157,512.50
02/15/2012 145,000 3.500% 2,537.50 147,537.50
12131/2012 147,537.50
1,165,000 127,915.10 1,292,915.10 1,292,915.10
•Jan 20, 2005 12 41 pm Prepared by Roosevelt 8, Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 33
• BOND PRICING
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds:
02/1512005 155,000 2.500% 2.000% 100.009
02115/2006 140,000 2.500% 2.200% 100.300
02115/2007 135,000 2.500% 2.400% 100.195
02115/2008 135,000 2.750% 2.550% 100.577
02/15/2009 155,000 3.000% 2.700% 101.135
02/15/2010 150,000 3.000% 2.900% 100.463
02/15/2011 150,000 3.250% 3.100% 100.817
02/15/2012 145,000 3.500% 3.300% 101.243
1,165,000
Dated Date 02/08/2005
Delivery Date 02/08/2005
First Coupon 02/15/2005
Par Amount 1,165,000.00
Premium 6,957.75
Production 1,171,957.75 100.597232%
Underwriter's Discount -9,789.92 -0.840336%
Purchase Price 1,162,167.83 99.756895%
Accrued Interest
Net Proceeds 1,162,167.83
_Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_Nil Page 34
• SUMMARY OF BONDS REFUNDED
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Various Purposes Serial Bonds, 1993, 1993:
SERIAL 02/15/2005 5.000% 125,000.00
02/15/2006 5.000% 125,000.00 08/15/2005 100.000
02/15/2007 5.000% 125,000.00 08/15/2005 100.000
02/15/2008 5.000% 125,000.00 08/15/2005 100.000
02/15/2009 5.000% 150,000.00 08/15/2005 100.000
02115/2010 5.000% 150,000.00 08115/2005 100.000
02/15/2011 5.000% 150,000.00 08/15/2005 100.000
02/15/2012 5.000% 150,000.00 08/15/2005 100.000
1,100,000.00
-an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 35
• PRIOR BOND DEBT SERVICE
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02115/2005 - 2012)
Annual
Period Debt Debt
Ending Principal Coupon Interest Service Service
02/08/2005
02/15/2005 125,000 5.000% 27,500 152,500
08/15/2005 24,375 24,375
12/31/2005 176,875
02115/2006 125,000 5.000% 24,375 149,375
08/15/2006 21,250 21,250
12/31/2006 170,625
02/15/2007 125,000 5.000% 21,250 146,250
08/15/2007 18,125 18,125
12131/2007 164,375
02/15/2008 125,000 5.000% 18,125 143,125
08/15/2008 15,000 15,000
12/31/2008 158,125
02/15/2009 150,000 5.000% 15,000 165,000
08/15/2009 11,250 11,250
12/31/2009 176,250
0211512010 150,000 5.000% 11,250 161,250
08/15/2010 7,500 7,500
12131/2010 168,750
02/15/2011 150,000 5.000% 7,500 157,500
08/15/2011 3,750 3,750
12131/2011 161,250
02/15/2012 150,000 5.000% 3,750 153,750
12/31/2012 153,750
1,100,000 230,000 1,330,000 1,330,000
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 36
• EFFECTIVE INTEREST COST
Present Value
to 02108/2005
Date Cashflow @ 3.1061475%
02115/2005 281,379.82 281,211.23
08/1512005 31,981.25 31,473.29
02/1512006 276,981.25 268,413.24
08/15/2006 28,918.75 27,595.61
02/15/2007 268,918.75 252,690.26
08/15/2007 25,918.75 23,982.17
02/15/2008 270,918.75 246,842.73
08/15/2008 22,550.00 20,231.81
02/15/2009 287,550.00 254,043.74
08/15/2009 18,575.00 16,159.61
02/15/2010 278,575.00 238,644.33
08/15/2010 14,675.00 12,379.24
02115/2011 269,675.00 224,008.00
08/15/2011 10,531.25 8,614.10
02115/2012 270,531.25 217,898.45
08/1512012 5,981.25 4,743.90
0211512013 115,981.25 90,581.25
08/15/2013 4,056.25 3,119.48
02/15/2014 114,056.25 86,374.09
08/15/2014 2,062.50 1,538.03
02/15/2015 112,062.50 82,288.39
2,711,879.82 2,392,832.95
Summary
Valuation date 02108/2005
Amount 2,392,832.95
Target for yield calculation 2,392,832.95
an 20, 2005 12:40 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Pagel
• PV OF REFUNDED 1995 BONDS
Present Value
to 02/08/2005
Date Cashflow @ 3.1061475%
05/01/2005 29,417.50 29,209.19
11/0112005 119,417.50 116,758.54
05/01/2006 27,122.50 26,113.03
11/01/2006 117,122.50 111,038.83
05/01/2007 24,827.50 23,177.92
11/01/2007 114,827-50 105, 558.76
05/0112008 22,532.50 20,396.92
1110112008 122,532.50 109,222.86
05/0112009 19,982.50 17,539.57
11/0112009 119, 982.50 103,703.64
05/0112010 17,382.50 14,794.33
11101/2010 117,382.50 98,376.94
05101/2011 14,732.50 12,158.31
11/01/2011 114,732.50 93,237.42
05101/2012 12,045.00 9,638.66
11/01/2012 122,045.00 96,169.56
05/01/2013 9,075.00 7,041.60
11/01/2013 119,075.00 90,981.29
05/01/2014 6,050.00 4,551.91
11/01/2014 116,050.00 85,978.63
05/0112015 3,025.00 2,206.87
11/0112015 113,025.00 81,195.83
1,482, 385.00 1,259,050.65
Summary
Valuation date 02/08/2005
Amount 1,259,050.65
Target for yield calculation 1,259,050.65
_Jan 20, 2005 12:45 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
• PV OF REFUNDING OF 1995 BONDS
Present Value
to 02108/2005
Date Cashflow @ 3.1061475%
02/15/2005 125, 727.22 125,651.89
08/1512005 17,137.50 16,865.30
02/15/2006 122,137.50 118, 359.36
08/15/2006 15, 825.00 15,100.95
02115/2007 120,825.00 113,533.55
08/15/2007 14,512.50 13,428.16
02115/2008 124,512.50 113,447.32
08/15/2008 13, 000.00 11, 663.57
02/15/2009 123,000.00 108,667.64
08/15/2009 11,350.00 9,874.11
02115/2010 121,350.00 103,955.81
08/15/2010 9,700.00 8,182.53
02115/2011 114,700.00 95,276.60
08115/2011 7,993.75 6,538.53
02115/2012 122,993.75 99,064.88
08/15/2012 5,981.25 4,743.90
02/15/2013 115,981.25 90,581.25
08/15/2013 4,056.25 3,119.48
02/15/2014 114,056.25 86,374.09
08/15/2014 2,062.50 1,538.03
02/15/2015 112,062.50 82,288.39
1,418, 964.72 1,228,255.36
Summary
Valuation date 02/08/2005
Amount 1,228,255.36
Target for yield calculation 1,228,255.36
_Jan 20, 2005 12:43 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
• PV OF REFUNDED 1993 BONDS
Present Value
to 02/08/2005
Date Cashflow @ 3.1061475%
02/1512005 152,500.00 152,408.63
08/15/2005 24,375.00 23,987.85
02115/2006 149, 375.00 144,754.30
08/15/2006 21,250.00 20,277.73
02115/2007 146,250.00 137,424.23
08/15/2007 18,125.00 16, 770.75
02/15/2008 143,125.00 130,405.76
08/15/2008 15,000.00 13,457.97
02/15/2009 165,000.00 145,773.67
08/15/2009 11,250.00 9,787.11
02/1512010 161,250.00 138,136.58
08/1512010 7,500.00 6,326.70
02/15/2011 157,500.00 130,828.81
08/15/2011 3,750.00 3,067.33
02115/2012 153,750.00 123,837.40
1,330, 000.00 1,197,244.82
Summary
Valuation date 02/08/2005
Amount 1,197,244.82
Target for yield calculation 1,197,244.82
-an 20, 2005 12:45 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
PV OF REFUNDING OF 1993 BONDS -
Present Value
to 02/08/2005
Date CashFlow @ 3.1061475%
02/15/2005 155,652.60 155,559.34
08/15/2005 14,843.75 14,607.98
02/15/2006 154,843.75 150,053.89
08/15/2006 13,093.75 12, 494.66
02/15/2007 148,093.75 139,156.71
08/15/2007 11,406.25 10, 554.00
02/1512008 146,406.25 133,395.41
08/15/2008 9,550.00 8,568.24
02115/2009 164,550.00 145,376.10
08/15/2009 7,225.00 6,285.50
02/15/2010 157,225.00 134,688.52
08/15/2010 4,975.00 4,196.71
02/15/2011 154,975.00 128,731.40
08/15/2011 2,537.50 2,075.56
02/15/2012 147,537.50 118,833.56
1,292, 915.10 1,164, 577.59
Summary
Valuation date 02/08/2005
Amount 1,164,577.59
Target for yield calculation 1,164,577.59
_Jan 20, 2005 12:46 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
• APPENDIX B
Bond Form
REGISTERED REGISTERED
NO. R-1 S
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND -2005
INTEREST DATE OF ORIGINAL CUSH,
MATURITY DATE RATE ISSUE NUMBER
February 15, February S, 2005
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM:
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent'), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
• SET FORTH HEREIN.
• The faith and credit of such Town of Southold are hereby irrevocably pledged to
the punctual payment of the principal of and interest on this bond according to its terms.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York to exist, to have happened and to have been
performed precedent to and in the issuance of this bond, exist, have happened and have been
performed, and that the issue of bonds of which this is one, together with all other indebtedness
of the 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 bond to be
executed in its name by the manual signature of its Supervisor and its corporate seal (or a
facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and
attested by the manual signature of the Town Clerk.
TOWN OF SOUTHOLD
(SEAL) By
S isor
d
ATTEST: -
'lerk
•
• Town of Southold, New York
Refunding Serial Bond-2005
This bond is one of an authorized issue, the principal amount of which is
$2,380,000, 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 (the "Law"), the refunding
bond resolution duly adopted by the Town Board of the Town on November 16, 2005,
authorizing the issuance of not to exceed $3,500,000 refunding serial bonds of the Town to
provide funds required by the Town to refund certain serial bonds of the Town as referred to
therein, and the Certificate of Determination executed by the Supervisor as of January 20, 2005,
determining the terms, form and details of issuance of said refunding serial bonds (the "Bonds")
and providing for their private sale (the "Certificate of Determination").
The Bonds are issuable in the form of registered bonds without coupons in
denominations of $5,000, or any integral multiple thereof.
This Bond is transferable or exchangeable, as provided in the Certificate of
Determination, only upon the books of the Town kept for that purpose, by the registered owner
hereof in person, or by his attorney duly authorized in writing, upon the surrender of this bond
together with a written instrument of transfer or exchange satisfactory to the Town duly executed
by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or
Bonds, in the same aggregate principal amount and of the same maturity, shall be issued to the
transferee or the registered owner in exchange therefor as provided in the Certificate of
Determination and upon the payment of the charges, if any, therein prescribed.
The Bonds maturing will not be subject to redemption prior to maturity.
•
February 8, 2005
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 sale and issuance of
$2,380,000 aggregate principal amount Refunding Serial Bonds-2005 (the "Bonds") of the Town
of Southold (the "Town"), in the County of Suffolk, New York.
The Bonds are 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 refunding
bond resolution duly adopted by the Town Board on November 16, 2005, authorizing the
issuance of not to exceed $3,500,000 refunding serial bonds of the Town to provide funds
required by the Town to refund certain serial bonds of the Town as referred to therein, and the
Certificate of Determination executed by the Supervisor as of January 20, 2005, determining the
terms, form and details of issuance of said refunding serial bonds and providing for their private
sale.
The Bonds are dated February 8, 2005, mature on February 15 in the respective
principal amounts in each of the following years, and bear interest at the respective rates per
annum payable on February 15, 2005, August 15, 2005 and semi-annually thereafter on February
15 and August 15 in each year until maturity, as set forth below:
Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2005 $280,000 2.50% 2011 255,000 3.25%
2006 245,000 150 2012 260,000 3.50
2007 240,000 2.50 2013 110,000 3.50
2008 245,000 2.75 2014 110,000 3-5/8
2009 265,000 3.00 2015 110,000 3.75
2010 260,000 3.00
The Bonds are issued only in fully registered form without interest coupons, in the
• name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an
• automated depository for securities and clearinghouse for securities transactions which will
maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond
will be initially issued for each maturity in the aggregate principal amount of such maturity.
Purchases of ownership interests in the Bonds will be made in book-entry form in denominations
of $5,000 or any integral multiple thereof.
In our opinion, said Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. The
enforceability of rights or remedies with respect to such Bonds 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
ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in
order that interest on the Bonds be and remain excluded from gross income under Section 103 of
the Code. These requirements include, but are not limited to, requirements relating to use and
expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross
proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be
rebated to the Federal government. Noncompliance with such requirements may cause interest
on the Bonds to become included in gross income for Federal income tax purposes retroactive to
their issue date, irrespective of the date on which such noncompliance occurs or is discovered.
The Town has covenanted to comply with certain applicable requirements of the Code to assure
the exclusion of interest on the Bonds from gross income under Section 103 of the Code.
In our opinion, under existing statutes and court decisions and assuming
continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is
excluded from gross income for Federal income tax purposes pursuant to Section 103 of the
Code, and (ii) interest on the Bonds 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 on such corporations. In rendering this
opinion, we have relied on certain representations, certifications of fact, and statements of
reasonable expectations made by the Town in connection with the Bonds, and we have assumed
compliance by the Town with certain ongoing covenants to comply with applicable requirements
of the Code to assure the exclusion of interest on the Bonds from gross income under Section
103 of the Code.
In addition, in our opinion, under existing statutes, interest on the Bonds is
exempt from personal income taxes of New York State and its political subdivisions, including
The City of New York.
We express no opinion regarding any other Federal or state tax consequences with
respect to the Bonds. We render our opinion under existing statutes and court decisions as of the
issue date, and 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 Bonds, or under state and local tax law.
We have examined the executed first numbered Bond of said issue and, in our
opinion, the form of said Bond and its execution are regular and proper.
Very truly yours,
•
• ASSIGNMENT
FOR VALUE RECEIVED, the Undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND RESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE 4~
the within Bond and does hereby irrevo titute and appoint
Attorney
to transfer said Bond on the books kept for registration of said Bond, with full power of
substitution in the premises.
Dated:
Signature Guaranteed: Notice: The signature to
Notice: Signature(s) must be this assignment must cor-
acknowledged or proved, or in the respond with the name as
alternative, certified as to its it appears upon the face
genuineness by an officer of a bank of the within bond in
or trust company located and authorized every particular, without
to do business in New York State, alteration or enlargement
or any change whatever.
40
APPENDIX C
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
Section 1. Definitions
"Annual Information" shall mean the information specified in Section 3 hereof.
"GAAP" shall mean generally accepted accounting principles as in effect from
time to time in the United States.
"Holder" shall mean any registered owner of the Securities and any beneficial
owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934.
"Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal
corporation of the State of New York.
"MSRB" shall mean the Municipal Securities Rulemaking Board established in
accordance with the provisions of Section 1513(b)(1) of the Securities Exchange Act of 1934.
"NRMSIR" shall mean each nationally recognized municipal securities
information repository within the meaning of Rule 15c2-12.
"Rule 15c2-12" shall mean Rule 15c2-12 under the Securities Exchange Act of
1934, as amended through the date of this Undertaking, including any official interpretations
thereof.
"Securities" shall mean the Issuer's $2,380,000 Refunding Serial Bonds-2005,
dated February 8, 2005, maturing in various principal amounts on February 15 in each of the
years 2005 to 2015, inclusive, and delivered on the date hereof.
"State Information Depository" shall mean the New York State Information
Depository, if and when created.
Section 2. Obligation to Provide Continuing Disclosure. (a) The Issuer hereby
undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided either
directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York
11776-
(i) to each NRMSIR and to the State Information Depository, no later than 180
days after the end of each fiscal year, commencing with the fiscal year
December 31, 2005, the Annual Information relating to such fiscal year,
together with audited financial statements of the Issuer for such fiscal year if
audited financial statements are then available, provided, however, that if
• audited financial statements are not then available, unaudited financial
statements shall be provided with the Annual Information, and audited
financial statements, if any, shall be delivered to each NRMSIR and to the
467879.1 027825 CERT
State Information Depository within thirty (30) days after they become
available and in no event later than 360 days after the end of each fiscal year,
and
(ii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information
Depository, in a timely manner, notice of any of the following events with
respect to the Securities, if material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to
perform,
(6) adverse tax opinions or events affecting the tax-exempt status of
the Securities,
(7) modifications to rights of Securities holders,
(8) bond calls;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Securities, and
(11) rating changes.
(iii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information
Depository, in a timely manner, notice of a failure to provide by the date
set forth in Section 2(a)(i) hereof any Annual Information required by
Section 3 hereof.
(b) Nothing herein shall be deemed to prevent the Issuer from disseminating
any other information in addition to that required hereby in the manner set forth herein or in any
other manner. If the Issuer disseminates any such additional information, the Issuer shall have
no obligation to update such information or include it in any future materials disseminated
hereunder.
(c) Nothing herein shall be deemed to prevent the Issuer from providing
notice of the occurrence of certain other events, in addition to those listed above, if the Issuer
determines that any such other event is material with respect to the Securities; but the Issuer does
not undertake to commit to provide any such notice of the occurrence of any material event
except those events listed above.
467879.1 027825 CERT
• Section 3. Annual Information. (a) The required Annual Information shall
consist of the financial information and operating data for the preceding fiscal year, in a form
generally consistent with the information contained or cross-referenced in the Issuer's final
official statement relating to the Securities under the headings: "The Town," "Economic and
Demographic Information," "Indebtedness of the Town," "Finance of the Town," "Real Property
Tax Information," and "Litigation"; and in Appendix A.
(b) All or any portion of the Annual Information may be incorporated in the
Annual Information by cross reference to any other documents which have been filed with (i) the
NRMSIRs and the State Information Depository, or (ii) the Securities and Exchange
Commission. If such a document is a final official statement, it also must be available from the
MSRB.
(c) Annual Information for any fiscal year containing any modified operating
data or financial information (as contemplated by Section 7(e) hereof) for such fiscal year shall
explain, in narrative form, the reasons for such modification and the effect of such modification
on the Annual Information being provided for such fiscal year. If a change in accounting
principles is included in any such modification, such Annual Information shall present a
comparison between the financial statements or information prepared on the basis of the
modified accounting principles and those prepared on the basis of the former accounting
principles.
Section 4. Financial Statements. The Issuer's annual financial statements for
each fiscal year shall be prepared in accordance with GAAP as in effect from time to time. Such
financial statements shall be audited by an independent accounting firm.
Section 5. Remedies. If the Issuer shall fail to comply with any provision of this
Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of
all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this
Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and
may compel the Issuer or any such officers, agents or employees to perform and carry out their
duties under this Undertaking; provided that the sole and exclusive remedy for breach of this
Undertaking shall be an action to compel specific performance of the obligations of the Issuer
hereunder and no person or entity shall be entitled to recover monetary damages hereunder under
any circumstances. Failure to comply with any provision of this Undertaking shall not constitute
an event of default on the Securities.
Section 6. Parties in Interest. This Undertaking is executed and delivered solely
for the benefit of the Holders. No other person shall have any right to enforce the provisions
hereof or any other rights hereunder.
Section 7. Amendments. Without the consent of any holders of Securities, the
Issuer at any time and from time to time may enter into any amendments or changes to this
Undertaking for any of the following purposes:
• (a) to comply with or conform to any changes in Rule 15c2-12 (whether
required or optional),
467879.1 027825 CERT
• (b) to add a dissemination agent for the information required to be provided
hereby and to make any necessary or desirable provisions with respect thereto;
(c) to evidence the succession of another person to the Issuer and the
assumption of any such successor of the duties of the Issuer hereunder,
(d) to add to the duties of the Issuer for the benefit of the Holders, or to
surrender any right or power herein conferred upon the Issuer;
(e) to modify the contents, presentation and format of the Annual Information
from time to time to conform to changes in accounting or disclosure principles or
practices and legal requirements followed by or applicable to the Issuer or to reflect
changes in the identity, nature or status of the Issuer or in the business, structure or
operations of the Issuer or any mergers, consolidations, acquisitions or dispositions made
by or affecting any such person; provided that any such modifications shall comply with
the requirements of Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such
modification; or
(f) to cure any ambiguity, to correct or supplement any provision hereof
which may be inconsistent with any other provision hereof, or to make any other
provisions with respect to matters or questions arising under this Undertaking which, in
each case, comply with Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such
amendment or change; provided that no such action pursuant to this Section 7 shall
adversely affect the interests of the Holders in any material respect. In making such
determination, the Issuer shall rely upon an opinion of nationally recognized bond
counsel.
Section 8. Termination. This Undertaking shall remain in full force and effect
until such time as all principal, redemption premiums, if any, and interest on the Securities shall
have been paid in full or the Securities shall have otherwise been paid or legally defeased
pursuant to the their terms. Upon any such legal defeasance, the Issuer shall provide notice of
such defeasance to each NRMSIR or the MSRB, and the State Information Depository. Such
notice shall state whether the Securities have been defeased to maturity or to redemption and the
timing of such maturity or redemption.
Section 9. Undertaking to Constitute Written Agreement or Contract. This
Undertaking shall constitute the written agreement or contract for the benefit of Holders of
Securities, as contemplated under Rule 15c2-12.
Section 10. Governing Law. This Undertaking shall be governed by the laws of
the State of New York determined without regard to principles of conflict of law.
•
467879.1 027825 CERT
IN WITNESS WHEREOF, the undersigned has duly authorized, executed and
delivered this Undertaking as of February 8, 2005.
TOWN OF SOUTHOLD
By CC~~
Supevse d hief Fiscal Officer
•
467879.1 027825 CERT
. TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK
$2,380,000 Refunding Serial Bonds - 2005
BOND PURCHASE AGREEMENT
January 20, 2005
Joshua Y. Horton
Supervisor
Town of Southold
53095 Main Road
Suffolk, New York 11971
Dear Mr. Horton:
The undersigned, Roosevelt & Cross, Incorporated, (the "Underwriter") hereby
offers to enter into this Bond Purchase Agreement (the "Bond Purchase Agreement") with the
Town of Southold, New York (the "Issuer") which upon acceptance of this offer by the Issuer,
will be binding upon the Issuer and the Underwriter. This offer is made subject to your
acceptance at or prior to 7:00 o'clock P.M., New York City time on the date hereof, and if not so
accepted, will be subject to withdrawal by the Underwriter upon notice to the Issuer at any time
prior to acceptance hereof by the Issuer.
The payment for, acceptance of, and delivery and execution of any receipt for, the
Bonds (hereinafter defined) and any other instruments upon or in connection with the Closing
(hereinafter defined) shall be valid and sufficient for all purposes and binding upon the
Underwriter.
1. Purchase and Sale of the Bonds.
(a) Subject to the terms and conditions and upon the basis of the
representations, warranties and covenants hereinafter set forth, the Underwriter agrees to
purchase from the Issuer, and the Issuer hereby agrees to sell to the Underwriter, all (but not less
than all) of the $2,380,000 original principal amount of the Issuer's general obligation bonds
entitled "Refunding Serial Bonds-2005" (the "Bonds") being issued pursuant to and in
accordance with the provisions of the Local Finance Law of the State of New York (the "Local
Finance Law"), a Refunding Bond Resolution adopted by the Town Board of the Issuer on
November 16, 2004 (the "Resolution") and the certificate of the Supervisor of the Issuer fixing
the terms, form and details of the Bonds dated January 20, 2005 (the "Bond Certificate") at the
combined purchase price of $2,372,832.95 (the par amount of the Bonds plus a premium of
$12,832.95 and less an underwriter's discount of $20,000.00) (the sum so calculated constituting
the "Purchase Price").
• The Bonds shall bear interest from their dated date payable February 15, 2005,
August 15, 2005 and semi-annually thereafter on each February 15 and August 15 to maturity at
467956.1 027825 COP
• the rates set forth below and shall mature on February 1 in the principal amounts and the years
set forth as follows:
Maturity Principal Amount Interest Rate
2005 $280,000 2.50%
2006 245,000 2.50
2007 240,000 2.50
2008 245,000 2.75
2009 265,000 3.00
2010 260,000 3.00
2011 255,000 3.25
2012 260,000 150
2013 110,000 3.50
2014 110,000 3-5/8
2015 110,000 3.75
(b) The Bonds shall be as described in the Preliminary Official Statement of
the Issuer dated January 13, 2005 (the "Preliminary Official Statement"), which shall be
supplemented by the final Official Statement of the Issuer dated January 20, 2005 (together with
the Preliminary Official Statement, the "Official Statement"), and in the Bond Certificate and
shall be issued subject to the terms and conditions of the Resolution, the Bond Certificate and the
Local Finance Law.
(c) At the time of the Issuer's acceptance of this Bond Purchase Agreement,
there shall be delivered to the Underwriter an executed counterpart of the Bond Purchase
Agreement.
(d) The Issuer authorizes the Underwriter to use copies of the Official
Statement and the information contained therein, including supplemental material relating to the
Bonds or the Issuer, provided to the Underwriter by the Issuer (which will be provided to the
Underwriter at the reasonable request of the Underwriter) which may be distributed with the
Official Statement and this Bond Purchase Agreement in connection with the public offering and
sale of the Bonds and agrees not to further supplement or amend or cause to be supplemented or
amended any of the foregoing at any time prior to the Closing without the prior written consent
of the Underwriter. The Issuer ratifies the use of the Preliminary Official Statement by the
Underwriter prior to the date hereof.
(e) The Underwriter agrees to make a bona fide public offering of all the
Bonds at the initial public offering price (which may be expressed in terms of yield) as set forth
on the cover page of the Official Statement. Subsequent to such initial public offering, the
Underwriter reserves the right to change the public offering price as it may deem necessary in
connection with the marketing of the Bonds.
(f) If during the period from the date of this Bond Purchase Agreement to and
• including the date which is twenty-five (25) days following the End of the Underwriting Period
for the Bonds (as determined in accordance with Section 8 hereof), any event known to the
467956.1 027925 COP
• Issuer relating to or affecting the Issuer or the transactions contemplated hereby or by the
Official Statement shall occur which might affect the correctness or completeness of any
statement of a material fact contained in the Official Statement, the Issuer will promptly notify
the Underwriter in writing of the circumstances and details of such event. If, as a result of such
event or any other event, it is necessary, in the reasonable opinion of the Underwriter, to amend
or supplement the Official Statement in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the Issuer will forthwith cooperate
with the Underwriter in the prompt preparation and furnishing to the Underwriter of an
amendment of, or a supplement to, the Official Statement, in form and substance satisfactory to
the Underwriter at the expense of the Issuer, which will so amend or supplement the Official
Statement so that, as amended or supplemented, it will not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, nor misleading.
2. Closing. At 10:00 o'clock A.M. New York City time, on February 8,
2005, or at such other time or on such earlier or later date as shall have been mutually agreed
upon by the Issuer and the Underwriter, the Issuer will deliver, or cause to be delivered, to the
Underwriter, the Bonds, in definitive form, duly executed by the Supervisor of the Issuer, and the
Underwriter will accept such delivery and pay the Purchase Price of such Bonds as set forth in
Section I hereof by delivering to the Issuer immediately available funds (which may include
wire transfer) payable to the order of the Issuer. Payment for and delivery of such Bonds as
aforesaid shall be made at the offices of Hawkins Delafield & Wood LLP, 67 Wall Street, New
York, New York, or at such other place as shall be agreed upon between the Issuer and the
Underwriter. Such delivery of the Bonds and payment of the Purchase Price is herein called the
"Closing" and the date and time of the Closing is herein called the "Closing Date." The Bonds
will be delivered in registered form. The Bonds will be issued in denominations such that one
bond shall be issued for each maturity thereof in such amounts as hereinafter set forth. When
issued, such Bonds shall be registered in the name of Cede & Co., as nominee of the Depository
Trust Company, New York, New York ("DTC"), which will act as securities depository for the
Bonds in accordance with the Book-Entry-Only System of DTC. In the event that either DTC
shall discontinue the Book-Entry-Only System or the Issuer shall terminate its participation in
such Book-Entry-Only System, the Bonds shall be returned to the Issuer and the Issuer shall
thereafter deliver replacement Bonds in certificated form in denominations of $5,000 or any
integral multiple thereof not exceeding the principal amount of each respective maturity. Such
certificated bonds, if any, may be exchanged at any time prior to maturity at the principal
corporate trust office of a bank or trust company, located and authorized to do business in the
State of New York as a fiscal agent (the "Fiscal Agent") to be appointed by the Issuer, or any
successor Fiscal Agent, for bonds of the same maturity of any authorized denomination or
denominations in the same aggregate principal amount. Such bonds shall be in registered form
and shall not be registrable to bearer or convertible into bearer coupon form. Principal of and
interest on the Bonds will be payable by wire transfer, check or draft mailed by the Issuer or
Fiscal Agent to The Depository Trust Company, New York, New York, or to its nominee, Cede
& Co., while such Bonds are registered in the name of Cede & Co. in accordance with such
Book-Entry-Only System and, at any other time, to the registered owners of such Bonds, as
shown on the registration books of the Issuer maintained by the Fiscal Agent, as of the close of
• business on the last business day of the calendar month preceding each interest payment date.
467956.1 027825 COP
• Principal of and interest on the Bonds will be payable in lawful money of the United States of
America.
3. Representations, Warranties, Covenants and Agreements of the Issuer.
The Issuer, by its acceptance hereof, represents, warrants, covenants and agrees as of the date
hereof and as of the Closing Date with the Underwriter as follows:
(a) The Issuer is a duly created and existing municipality of the State of New
York and is authorized by the Constitution and laws of the State of New York (i) subject to the
terms of the approval of the New York State Comptroller delivered pursuant to Section 90.10 of
the Local Finance Law to issue, sell and deliver the Bonds for the purposes specified in the
Resolution and the Bond Certificate, and (ii) to enter into and perform its obligations under this
Bond Purchase Agreement, the Bonds, the Resolution, the Bond Certificate (collectively, the
"Financing Documents"), and any other instrument or agreement to which the Issuer is a party
and which has been executed in connection with the transactions contemplated by the Financing
Documents,
(b) The Issuer has the full legal right, power and authority (i) to adopt the
Resolution and to execute the Bond Certificate, (ii) to enter into and to perform and observe the
agreements on its part contained in the Financing Documents and any other document or
instrument relating thereto to which the Issuer is a party, (iii) to issue and sell the Bonds to the
Underwriter, subject to the terms of the approval by the New York State Comptroller pursuant to
Section 90.10 of the Local Finance Law, and (iv) to carry out and consummate all transactions to
be carried out and consummated by it or contemplated by each of the Financing Documents, and
the Issuer has complied or will have complied on and as of the Closing Date with all provisions
of applicable law in all matters relating to such transactions;
(c) The Issuer has, on or before the date hereof, or will have, on or before the
Closing Date, duly taken all action necessary to be taken by it or on its behalf prior to such date
for: (i) the issuance, sale and delivery of the Bonds upon the terms and conditions and for the
purposes described herein, (ii) the adoption of the Resolution, (iii) the authorization, execution,
delivery and performance of the Financing Documents and any other instrument or agreement to
which the Issuer is a party and which has been or will be executed in connection with the
transactions contemplated by the Financing Documents, (iv) the approval, execution, delivery
and distribution of the Official Statement, and (v) the carrying out, giving effect to,
consummating and performing of the transactions and obligations contemplated hereby and by
the Official Statement, provided that no representation is made with respect to compliance with
the securities or "Blue Sky" laws of the various states of the United States,
(d) The Resolution has been duly adopted by the Issuer and the Bond
Certificate shall on or before the Closing Date be duly executed by the Supervisor of the Issuer
and shall be in full force and effect, and the Financing Documents and any other instrument or
agreement to which the Issuer is a party and which have been or will be executed in connection
with the consummation of the transactions contemplated by the Financing Documents have been,
or will be duly executed and delivered by the Issuer, and assuming the due execution and
• delivery by the other parties hereto and thereto,
467956.1 027825 COP
• (e) The execution and delivery of this Bond Purchase Agreement, the other
Financing Documents, the Official Statement and any other instrument or agreement to which
the Issuer is a party and which has been or will be executed in connection with the
consummation of the transactions contemplated by the Financing Documents, the compliance
with the terms, conditions or provisions hereof and thereof, and the consummation of the
transactions herein and therein contemplated do not and will not conflict with or constitute a
breach of or a default under or result in a violation of (i) the Local Finance Law, (ii) any
agreement or other instrument to which the Issuer is a party or by which the Issuer or any of its
properties is bound, or (iii) any constitutional or statutory provision or order, rule, regulation, or
resolution, or any order, decree or judgment of any court, government or governmental authority
having jurisdiction over the Issuer;
(f) Subject to the terms of the approval of the New York State Comptroller
pursuant to Section 90.10 of the Local Finance Law, on and as of the Closing Date, all
authorizations, consents and approvals of, notices to, registrations or filings with, or actions in
respect of any governmental body, agency or other instrumentality or court required to be
obtained, given or taken on behalf of the Issuer under the laws of the State of New York in
connection with the execution, delivery and performance by the Issuer of this Bond Purchase
Agreement, the other Financing Documents (including, but not limited to, the Bonds) and any
other agreement or instrument to which the Issuer is a party and which has been or will be
executed in connection with consummation of the transactions contemplated by the foregoing
documents under the laws of the State of New York will have been obtained, given or taken and
will be in full force and effect, provided that no representation is made with respect to
compliance with the securities or "Blue Sky" laws of the various states of the United States;
(g) There is no action, suit, proceeding, inquiry or investigation before or by
any court, public board or body pending or, to the knowledge of the Issuer, threatened against or
affecting the Issuer, wherein an unfavorable decision, ruling or finding would adversely affect
the validity or enforceability of, or the authority or ability of the Issuer to perform its obligations
under this Bond Purchase Agreement, the other Financing Documents (including, but not limited
to, the Bonds) or any other agreement or instrument to which the Issuer is a party and which has
been or will be executed in connection with the consummation of the transactions contemplated
by this Bond Purchase Agreement,
(h) When issued, delivered and paid for, as herein and in the Resolution and
Bond Certificate provided, the Bonds will be duly authorized, executed, issued and delivered and
will constitute valid and binding general obligations of the Issuer enforceable in accordance with
their terms and the terms of the Resolution and Bond Certificate except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws,
judicial decisions or principles of equity relating to or affecting the enforcement of creditors'
rights or contractual obligations generally;
(i) The Issuer will apply the proceeds from the sale of the Bonds for the
purposes specified in the Resolution and the Bond Certificate,
•
467956.1 027525 COP
• (j) Any certificate authorized by Resolution of the Issuer, signed by any
authorized official of the Issuer and delivered to the Underwriter, shall be deemed a
representation by the Issuer to the Underwriter as to the statements made therein;
(k) At any time prior to the expiration of 25 days from the later of (i) the
Closing and (ii) the date hereof, the Issuer will cooperate with the Underwriter in the
qualification of the Bonds for offering and sale and the determination of the eligibility of the
Bonds for investment under the laws of such jurisdictions as the Underwriter shall reasonably
designate, and will use its best efforts to continue any such qualification in effect so long as
required for the distribution of the Bonds by the Underwriter, provided that the Issuer shall not
be required to take any unreasonable action or any action which would subject it to general
service of process in any jurisdiction where it is not now so subject. It is understood that the
Issuer is not responsible for compliance with the consequences of failure to comply with
applicable "Blue Sky" laws,
(1) The Preliminary Official Statement dated January 13, 2005 is "deemed"
final by the Issuer, as of its date, within the meaning of Securities and Exchange Rule 15c2-12
(the "Rule"),
(m) The information contained in the Official Statement is, and as of the
Closing Date will be, true and correct and does not and will not contain any untrue or incorrect
statement or misleading statement of a material fact and does not and will not omit to state a
material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, provided that no view is expressed
with respect to any information furnished to the Issuer by or on behalf of the Underwriter
specifically for inclusion in the Official Statement and, further, subject to the condition that
while information in the Official Statement obtained from sources other than the Issuer is not
guaranteed as to accuracy, completeness or fairness, that the Issuer has no reason to believe and
does not believe that such information is materially inaccurate or misleading, and
(n) The Issuer will provide to the Underwriter an undertaking to provide
continuing disclosure of the Issuer executed by the Supervisor of the Issuer, substantially as
described in the Official Statement.
4. Conditions To The Underwriter's Obligations. The obligations of the
Underwriter under this Bond Purchase Agreement have been undertaken in reliance on, and shall
be subject to, the due performance by the Issuer of its obligations and agreements to be
performed hereunder and to the accuracy of and the compliance with the respective
representations, warranties, covenants and agreements of the Issuer contained herein, on and as
of the date of delivery of this Bond Purchase Agreement and on and as of the Closing Date. The
obligations of the Underwriter hereunder with respect to the Closing are also subject, in the
discretion of the Underwriter, to the following further conditions:
(a) at the time of the Closing, (i) the approval of the Comptroller of the State
of New York required to be obtained pursuant to Section 90.10 of the Local Finance Law shall
• have been received and shall not have been rescinded, amended, modified or supplemented and
the Resolution and the Financing Documents shall be in full force and effect and, to the extent
467956.1 027825 COP
. that they affect the Bonds, shall not have been rescinded, amended, modified or supplemented,
except as may have been agreed to in writing by the Underwriter and the Issuer shall have
adopted, and there shall be in full force and effect such additional resolutions, agreements, and
certificates as shall be necessary to effect the transactions contemplated hereby, which
resolutions, agreements and certificates shall be satisfactory in form and substance to Hawkins
Delafield & Wood LLP, bond counsel to the Issuer ("Bond Counsel") and there shall have been
taken in connection therewith and in connection with the issuance of the Bonds all such actions
which shall, in the opinion of such counsel, be necessary in connection with the transactions
contemplated hereby, (ii) the Bonds shall have been duly authorized, executed and delivered, and
(iii) the Issuer shall perform or have performed all of its obligations under or specified in this
Bond Purchase Agreement and the other Financing Documents to be performed at or prior to the
Closing and the Underwriter shall have received evidence, in reasonably appropriate form of
such actions;
(b) at or prior to the Closing, the Underwriter shall receive-
(i) The approving opinion of Bond Counsel dated the Closing Date,
addressed to the Issuer,
(ii) The supplemental opinion of Bond Counsel, substantially in the form set
forth in Exhibit A hereto;
(iii) A copy of the approval of the New York State Comptroller as required by
Section 90.10(f) of the Local Finance Law with respect to the Bonds;
(iv) A certificate of the Issuer, executed by the Supervisor of the Issuer, stating
that the Issuer has agreed, in accordance with the Rule, to provide annual financial information
and operating data and notice of certain material events as required by the Rule;
(v) Executed copies of the Financing Documents,
(vi) A certificate, dated the Closing Date, signed by the Supervisor of the
Issuer, substantially in the form attached hereto as Exhibit B;
(vii) A certificate of the Town Attorney dated the Closing Date, substantially in
the form attached hereto as Exhibit C,
(viii) Notification from Moody's Investors Service stating that the Bonds have
been assigned a rating of at least "Al".
(ix) The Official Statement duly executed;
(x) A verification report prepared by Causey, Demgen & Moore, Inc.,
including authorization for reference thereto in the Official Statement, satisfactory to bond
counsel and the Issuer; and
•
467956.1 027825 COP
• (c) at the Closing, the Underwriter shall receive additional certificates,
instruments or opinions as bond counsel may deem necessary or desirable to evidence the due
authorization, execution and delivery of the Bonds; and
(d) at the Closing, the Underwriter shall receive such additional certificates,
instruments or opinions as the Underwriter may reasonably request from the Issuer and its
counsel, as the case may be, to show the due performance and satisfaction by the Issuer of all
agreements then to be performed and all conditions then to be satisfied, and the accuracy and
completeness of all representations and warranties by the Issuer contained in the Financing
Documents as contemplated by this Bond Purchase Agreement and such agreements, it being
understood that compliance with the conditions of this Bond Purchase Agreement must be
satisfactory in form and substance to the Underwriter.
If the Issuer shall be unable to satisfy the respective conditions to the obligations
of the Underwriter to be satisfied by them pursuant to this Bond Purchase Agreement, this Bond
Purchase Agreement shall (at the sole option of the Underwriter) terminate with the effect stated
in paragraph (c) of Section 5 hereof.
All opinions, letters, certificates and instruments mentioned above or elsewhere in
this Bond Purchase Agreement are in compliance with this Bond Purchase Agreement only if
they are in form and substance satisfactory to the Underwriter and its counsel except to the extent
previously approved by the Underwriter.
5. Termination of this Bond Purchase Agreement.
(a) The Underwriter or the Issuer may terminate this Bond Purchase
Agreement, with the effect stated in paragraph (c) of this Section, at any time subsequent to the
date of execution of this Bond Purchase Agreement and at or prior to the Closing by notifying
the other parties of this Bond Purchase Agreement in writing or by telegram of its election so to
do, if legislation shall be introduced, by amendment or otherwise, in, or be enacted by, the House
of Representatives or the Senate of the Congress of the United States, or a decision by a court of
the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or
on behalf of, the United States Securities and Exchange Commission or other governmental
agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the
issuance, offering or sale of obligations of the general character of the Bonds, as contemplated
hereby, is or would be in violation of any provision of the Securities Act of 1933, the Securities
Exchange Act of 1934 or the Trust Indenture Act of 1939, each as amended, or with the purpose
or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general
character of the Bonds, or the Bonds, as contemplated hereby without the registration or
qualification thereof.
(b) In addition, the Underwriter may terminate this Bond Purchase
Agreement, with the effect stated in paragraph (c) of this Section, at any time subsequent to the
date of execution of this Bond Purchase Agreement and at or prior to the Closing by notifying
the Issuer in writing or by telegram of its election so to do, if.
•
467956.1 027825 COP
• (i) any legislation, resolution, rule or regulation shall be introduced in,
or be enacted by any governmental body, department or agency of
the United States, or the State of New York, or a decision by any
court of competent jurisdiction within the United States or the
State of New York shall be rendered which, in the Underwriter's
reasonable opinion, materially adversely affects the marketability
of the Bonds;
(ii) any amendment to the Preliminary Official Statement or Official
Statement is proposed by the Issuer as deemed necessary by bond
counsel to the Issuer pursuant to Section I(f) hereof which, in the
Underwriter's reasonable opinion, materially and adversely affects
the marketability of the Bonds or their sale at the contemplated
offering price,
(iii) additional material restrictions not in force as of the date of
execution hereof shall have been imposed upon trading in
securities generally by any governmental authority or by any
national securities exchange,
(iv) any governmental authority imposes, on the Bonds, or obligations
of the general character of the Bonds, any material restrictions not
now in force, or increase materially those in force;
(v) a general banking moratorium shall have been established by
United States or New York State authorities;
(vi) any rating of the Bonds shall have been downgraded or withdrawn
by a national rating service, which, in the Underwriter's reasonable
opinion, materially adversely affects the marketability of the
Bonds or its sale, at the contemplated offering price;
(vii) a war involving the United States shall hereafter be declared or
shall commence, or any then existing conflict involving the armed
forces of the United States shall be escalated, or any other national
emergency relating to the effective operation of government or the
financial community shall have occurred, which, in the
Underwriter's reasonable opinion, materially adversely affects the
marketability of the Bonds or their sale at the contemplated
offering price; or
(viii) any rating of the Issuer by a national rating service shall have been
downgraded or withdrawn, which, in the Underwriter's reasonable
opinion, materially adversely affects the marketability of the
Bonds or its sale, at the contemplated offering price.
•
467956.1 027825 COP
• (c) If this Bond Purchase Agreement is terminated as herein provided, the
parties hereto shall have no obligations one to the other except as provided in Sections 6 and 7
hereof.
6. Expenses.
(a) Except as specifically provided in paragraph (b) and paragraph (c) of this
Section 6, the Underwriter shall be under no obligation to pay any expenses incident to, or in
connection with, the offering, issuance and sale of the Bonds, including, but not limited to (i) the
cost of the printing or other reproduction (for distribution prior to, on, or after the date of
acceptance of this Bond Purchase Agreement) of the Financing Documents, in reasonable
quantities for distribution, (ii) the cost of printing and signing the definitive Bonds, (iii) the fees
and disbursements of bond counsel, (iv) rating agency fees, and (v) the fees and disbursements of
any financial advisor, accountant or other expert retained by the Issuer. The aforesaid costs and
expenses shall be paid by the Issuer.
(b) The Underwriter shall pay all expenses incurred by it in connection with
the offering and distribution of the Bonds, including, without limitation, any fees of the CUSIP
Service Bureau and the Municipal Securities Rulemaking Board in connection with the issuance
of the Bonds, any fees of The Depository Trust Company, advertising expenses, clearance costs,
and such reasonable miscellaneous expenses described in MSRB Rule G-11(h)(i).
(c) In the event that either the Issuer or the Underwriter shall have paid
obligations of the other as set forth in this Section 6, adjustments shall be made.
7. Indemnification.
(a) The Issuer will, to the extent permitted by law, indemnify and hold
harmless the Underwriter and each person, if any, who controls the Underwriter within the
meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, against any losses, claims, damages or liabilities, joint or several, to which the
Underwriter or such controlling person may become subject, under regulations or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material fact contained in
the Preliminary Official Statement, the Official Statement, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and will indemnify and hold harmless the
Underwriter and each such controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the Issuer will not be liable
in any such case to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or alleged omission
made in any of such documents in reliance upon and in conformity with written information
furnished to the Issuer by the Underwriter specifically for use therein. This indemnity agreement
will be in addition to any liability which the Issuer may otherwise have.
467956.1 027825 COP
• (b) The Underwriter will, to the extent permitted by law, indemnify and hold
harmless the Issuer against any losses, claims, damages or liabilities to which the Issuer may
become subject, under Federal laws or regulations or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Preliminary Official
Statement, the Official Statement, or any amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material fact necessary in
order to make the statements therein, in light of the circumstances under which they were made,
not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by the Underwriter specifically for
use therein, and will indemnify and hold harmless the Issuer for any legal or other expenses
reasonably incurred by the Issuer in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnity agreement will be in addition to any liability
which such Underwriter may otherwise have.
(c) Promptly, after receipt by an indemnified party under this Bond Purchase
Agreement of notice of the commencement of any action, such indemnified party will, if a claim
in respect thereof may be made against the indemnifying party under this Bond Purchase
Agreement, notify the indemnifying party of the commencement of such action; but the failure to
so notify the indemnifying party will not relieve it from any liability which it may have to any
indemnified party otherwise than under this Bond Purchase Agreement. In case any such action
is brought against any indemnified party, and it notifies the indemnifying party of the
commencement of such action, the indemnifying party will be entitled to participate therein and
to the extent that it may wish, jointly with any other indemnifying party similarly notified,
assume the defense of such action. After notice from the indemnifying party to such indemnified
party of its assumption of the defense of such action, the indemnifying party will not be liable to
such indemnified party under this Bond Purchase Agreement for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense of such action,
other than reasonable costs of investigation unless the employment by an indemnified party of its
own counsel shall have been authorized in writing by the indemnifying party in connection with
the defense of such action, or the indemnifying party shall not have employed (or otherwise
engaged) counsel to have charge of the defense of such action, in any of which events such legal
or other expenses shall be borne by the indemnifying party. No indemnifying party shall be
liable under this Bond Purchase Agreement for any compromise or settlement of any such action
effected without its consent.
8. Determination of End of the Underwriting Period. For purposes of this
Bond Purchase Agreement, the End of the Underwriting Period for the Bonds shall mean the
earlier of (a) the day of the Closing unless the Issuer has been notified in writing by the
Underwriter, on or prior to the day of the Closing, that the "end of the underwriting period" for
the Bonds for all purposes of the Rule will not occur on the day of the Closing, or (b) the date on
which notice is given to the Issuer by the Underwriter in accordance with the following sentence.
In the event that the Underwriter has given notice to the Issuer pursuant to the clause (a) above
that the "end of the underwriting period" for the Bonds will not occur on the day of the Closing,
• the Underwriter agrees to notify the Issuer in writing as soon as practicable following the "end of
the underwriting period" for the Bonds for all purposes of the Rule.
467956.1 027825 COP
• 9. Conditions to Issuer's Obligations. The performance by the Issuer of its
obligations is condition upon (i) delivery by the Underwriter of a certificate reasonably
acceptable to Bond Counsel that will enable Bond Counsel to determine the yield on the Bonds,
(ii) the performance by the Underwriter of its other obligations hereunder; (iii) approval of the
New York State Comptroller pursuant to Section 90.10 of the Local Finance Law, and (iv)
receipt by the Issuer and the Underwriter of opinions and certificates being delivered at the
Closing by persons and entities other than the Issuer. If the Issuer shall be unable to satisfy the
conditions to the Underwriter's obligations contained in this Bond Purchase Agreement or if the
Underwriter's obligations shall be terminated for any reason permitted by this Bond Purchase
Agreement, this Bond Purchase Agreement shall terminate and neither the Issuer nor the
Underwriter shall have any further obligation hereunder, except that the respective obligations of
the parties set forth in Sections 6 and 7 herein shall continue in full force and effect.
10. Underwriter's Representation. The Underwriter has not offered or given
any gratuity to any official, employee or agent of the Issuer, or of any political party, with the
purpose or intent of securing favorable treatment with respect to the awarding of this Bond
Purchase Agreement or the making of any determination with respect to the performance of this
Bond Purchase Agreement.
11. Miscellaneous.
(a) Except as otherwise specifically provided in this Bond Purchase
Agreement, all notices, demands and formal actions under this Bond Purchase Agreement shall
be in writing and mailed, telecopied or delivered by overnight courier to:
The Underwriter: Roosevelt & Cross, Incorporated
1 Exchange Plaza
New York, New York 10006
Fax: (212) 480-9385
Attn: Susan C. Schmelzer, Senior Vice President
The Issuer: Town of Southold
Town Hall
53095 Main Road
Suffolk, New York 11971
Fax: (631) 765-4333
Attn: Joshua Y. Horton, Town Supervisor
(b) This Bond Purchase Agreement will inure to the benefit of and be binding
upon the Issuer and the Underwriter and their respective successors and assigns, and will not
confer any rights upon any other person, partnership, association or corporation. The terms
"successors" and "assigns" shall not include any purchaser of the Bonds from the Underwriter
merely because of such purchase.
(c) All of the representations, warranties and covenants of the Issuer and the
• Underwriter in this Bond Purchase Agreement shall remain operative and in full force and effect
regardless of delivery of any payment for the Bonds hereunder.
467956.1 027825 COP
(d) Section headings have been inserted in this Bond Purchase Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Bond Purchase Agreement and will not be used in the interpretation of any provisions of
this Bond Purchase Agreement.
(e) If any provision of this Bond Purchase Agreement shall be held or deemed
to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in
any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of
any constitution, statute, rule of public policy, or for any other reason, such circumstances shall
not have the effect of rendering the provision in question invalid, inoperative or unenforceable in
any other case or circumstance, or of rendering any other provision or provisions of this Bond
Purchase Agreement invalid, inoperative or unenforceable to any extent whatever.
(f) This Bond Purchase Agreement may be executed in several counterparts,
each of which shall be regarded as an original and all of which shall constitute one and the same
document.
(g) This Bond Purchase Agreement when accepted by the Issuer in writing as
heretofore specified shall constitute the entire agreement between the Issuer and the Underwriter
and is made solely for the benefit of the Issuer and the Underwriter (including the successors or
assigns of the Underwriter). No other person shall acquire or have any right hereunder or by
virtue hereof.
(h) This Bond Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(i) Within two business days after the Closing, the Underwriter shall file, or
cause to be filed, the Official Statement with a nationally recognized municipal securities
information repository.
•
467956.1 027825 COP
• Very truly yours,
ROOSEVELT & CROSS, INCORPORATED
By: G,1 A Lti l "
S san C. Schmelzer
Senior Vice President
Accepted and agreed to as of
the date first above written:
TOWN OF SOUTHOLD, NEW YORK
By:
Joshua Y. Horton
Supervisor
•
467956.1 027825 COP
Very truly yours,
ROOSEVELT & CROSS, INCORPORATED
By:
Susan C. Schmelzer
Senior Vice President
Accepted and agreed to as of
the date first above written:
TOWN OF SOUTHOLD, NEW YORK
By: c
Joshua Y. Horton
Supervisor
467956.1 027825 COP
• EXHIBIT A
TO
BOND PURCHASE AGREEMENT
SUPPLEMENTAL OPINION OF BOND COUNSEL
February 8, 2005
Roosevelt & Cross, Incorporated
1 Exchange Plaza
New York, New York 10006
Re: Town of Southold, New York
$2,380,000 Refunding Serial Bonds - 2005
Ladies and Gentlemen:
Reference is made to a Bond Purchase Agreement, dated January 20, 2005 (the
"Bond Purchase Agreement"), between the Town of Southold, New York (the "Issuer") and
Roosevelt & Cross, Incorporated (the "Underwriter") relating to the sale of $2,380,000
Refunding Serial Bonds-2004 of the Issuer, dated February 8, 2005 (the "Bonds").
We are Bond Counsel to the Issuer and are today rendering our opinion with
respect to the validity of the Bonds and as to certain other matters relating thereto. You are
entitled to rely on such opinion as though it was addressed to you.
In addition, we have been requested to render our opinion as to the matters set
forth below.
In our opinion:
(a) The Bond Purchase Agreement has been duly authorized, executed and
delivered by the Issuer and, assuming due authorization, execution and
delivery by the Underwriter, constitutes a valid and binding agreement of
the Issuer enforceable against the Issuer in accordance with its terms,
except as such enforceability may be limited by any bankruptcy,
insolvency or other laws affecting creditors' rights or remedies heretofore
or hereafter enacted and by the availability of equitable remedies.
(b) The Bonds are exempt from the registration requirements of the Securities
Act of 1933, as amended, and all documents relating to the issuance of the
Bonds are exempt from qualification pursuant to the Trust Indenture Act
of 1939, as amended.
•
467956.1 027825 COP
• (c) The statements contained in the Final Official Statement dated January 20,
2005 prepared by the Issuer in connection with the Bonds under the
captions, "THE BONDS" (except for the section entitled "Book-Entry-
Only System"), and "TAX MATTERS" and under the subcaptions,
"Constitutional Requirements" and "Statutory Procedure" under the
caption "INDEBTEDNESS OF THE TOWN" (except for any statistical
and numerical data which may be included under such captions or
subcaptions, as to which no opinion is expressed), are accurate and
complete in all material respects and we have no reason to believe that, as
of the date thereof, said captions contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(d) The Bonds being delivered on the date hereof to the Underwriter pursuant
to the Bond Purchase Agreement conform to the descriptions thereof
contained in the Official Statement delivered to the Underwriter.
Very truly yours,
•
467956.1 027825 COP
• EXHIBIT B
TO
BOND PURCHASE AGREEMENT
TOWN OF SOUTHOLD, NEW YORK
CERTIFICATE OF THE SUPERVISOR OF THE TOWN
Joshua Y. Horton, Supervisor of the Town of Southold, New York (the "Issuer"),
hereby certifies on behalf of the Issuer as follows:
I. I am the chief fiscal officer of the Issuer.
2. The representations and warranties of the Issuer in the Bond Purchase
Agreement dated January 20, 2005 (the "Bond Purchase Agreement") between the Issuer and
Roosevelt & Cross, Incorporated, as Underwriter (the "Underwriter"), are true and correct on and
as of the date hereof, and the Issuer has complied with and performed all of its agreements in the
Bond Purchase Agreement.
3. Each of the conditions in Section 4 of the Bond Purchase Agreement to be
satisfied by the Issuer has been satisfied by the Issuer on the date hereof and the Issuer is not
aware of any other condition of the Bond Purchase Agreement that has not been satisfied on the
date hereof.
4. The Final Official Statement of the Issuer dated January 20, 2005 (the
"Official Statement") relating to the sale of the Issuer's $2,380,000 Refunding Serial Bonds -
2005 (the "Bonds"), delivered pursuant to the Bond Purchase Agreement (excluding from such
Official Statement the "Price or Yield" on the cover page and information ascribed to sources
other than the Issuer), as of the date hereof does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading, except that no representation is
made as to information in the Official Statement ascribed to sources other than the Issuer
although I have no reason to believe and do not believe that such information is materially
inaccurate or misleading.
5. There has been no material adverse change in the financial condition or
results of operations of the Issuer from the date of the Official Statement to the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January,
2005.
TOWN OF SOUTHOLD, NEW YORK
• By:
Joshua Y. Horton
Supervisor
467956.1 027825 COP
EXHIBIT C
TO BOND PURCHASE AGREEMENT
CERTIFICATE OF THE TOWN ATTORNEY
FOR THE TOWN OF SOUTHOLD
I, Patricia A. Finnegan, Esq., Attorney for the Town of Southold, New York (the
"Issuer"), hereby certify on behalf of the Issuer and pursuant to the Bond Purchase Agreement
dated January 20, 2005 ('Bond Purchase Agreement"), between the Issuer and the Underwriter
defined therein, as follows (all terms used in the Certificate have the definitions set forth in the
Bond Purchase Agreement):
I. There is no litigation of any nature pending or threatened to restrain or
enjoin the issuance, sale, execution or delivery of the Bond Purchase Agreement, the Bonds or
any of the proceedings taken with respect to the issuance and sale of the Bonds, the application
of moneys to the payment of the Bonds or in any manner questioning the proceedings and
authority under which the Bonds were authorized or affecting the validity of the Bonds, the
existence or boundaries of the Issuer or the title of officials of the Issuer who have acted with
respect to the proceedings for the issuance and sale of the Bonds to their respective offices, and
no authority or proceedings for the issuance and sale of the Bonds have been repealed, revoked
or rescinded.
2. The statements contained in the Final Official Statement dated January 20,
2005 under the caption "LITIGATION" as of said date and as of the date hereof did not and do
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.
3. The execution and delivery by the Issuer of the Bond Purchase
Agreement, the issuance, sale and delivery of the Bonds, and compliance with the provisions
thereof will not conflict with or constitute a breach of or a default under any administrative
regulations, judgment, decree or any agreement or other instrument known to me to which the
Issuer is a party.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January,
2005.
Patricia A. Finnegan, Esq.
Town Attorney
•
467956.1 027825 COP
° PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 13, 2005
o = NEW ISSUE - SERIAL BONDS RATING: MOODY'S INVESTORS SERVICE -
u In the opn ojHawkins Deleld & Wood LLP, Bond Counsel, under existing statutes and court decisiowas nd assuming
with
cotinuin 'c 0 plragnce by the Town 0f outhold /the "Town') ce(rrtain tax covenants described herein, (i() rntevrrepthe Town of
0. Section
10 3 ofthenlnterna Reve iee CDde oj79868 as a e d d (thee~Code' and (ii) inter on~he Bon
n aled aaprr ference
or ds rs not~tre
o in calculatinKg the alternative minimum tax Imposed on individuals and cos orations under the Code; such interest howeve is
r
ii included in the adlvsted current earnings afcertatn cosporations forpurposes ojgcalculating the alternative minimum [ax imposer~on
such cor~orat . Inaddition, in the opimon a Bond Counsel, under existing statutes, Interest on th e Bonds is exem pt from personal
in itemcom e axes o New York State and is oli[icasubdivisions, rncludtng The City of New York See "Tax Matters"herein.
o the Code The Bonds will be designated by the Town as "qualified tax-exempt obligations "pursuant to theprovisions of Section 265 of
8
L"
° $21410,000*
TOWN OF SOUTHOLD
a g SUFFOLK COUNTY, NEW YORK
7
3 REFUNDING SERIAL BONDS - 2005
v~ [BOOK-ENTRY-ONLY BONDS]
c Dated: Date of Delivery Principal Due: February 15 2005-2015, inclusive
Interest Due: February 19, 2005, August 15, 2005 and semi-
o u annually thereafter ou February 15 and August 15
G BOND MATURITY SCHEDULE
b ~ Price or Price or Price or
as Amount* Maturi Rate Yield Amount* Maturi Rate Yield Amount* Maturi Rate Yield
U
c h $285,000 2005 $ 265,000 2009 $115,000 2013
250,000 2006 265,000 2010 110,000 2014
3 245,000 2007 255,000 2011 110,000 2015
c 250,000 2008 260,000 2012
The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance
policy to be issued concurrently with the delivery of the Bonds by the
~N
a3
3 Security and Sources o#Payment: The Bonds will constitute general obli ations of the Town of Southold, Suffolk
a.Y County, New York (the "Town') and will contain a pledge of its faith and credit for the punctual payment of the principal
of and interest on the Bonds, and all the taxable real property within the Town will be subject to the levy of ad valorem taxes,
d without limitation as to rate or amount, for such purpose.
c Prior Redemption. The Bonds shall not be subject to redemption prior to their stated maturity.
.c o Form and Denomination: The Bonds will be issued as registered bonds and when issued, will be registered in the
S'Q name of Cede & Co, as nominee of The DepositorTrust Company ("DTC"), I~ew j ork, New York, which will act as the
y Securities Depository for the Bonds. Individual purchases of the Bonds may be made only in book-entry form in
denominations of $5,000 or integral multiples thereotpBondholders will not receive certificates representing their ownership
g interest in the Bonds purchased. See "Book-Entry-Only System" under "The Bonds," herein.
?a
u Payment: Payment of the principal of and interest on the Bonds to the Beneficial Owners of the Bonds will be made
by DTC Participants and Indirect Participants in accordance with standing instructions and custom practices as is now
W the case with municipal securities held for the accounts of customers in bearer form or registered in "~et name. t Payment
a
will nd regullatory ~egludements las may be in effect frIndirect ttime. Seea Book DT C orOnle Sown subject ro'any sBondsr' THe °c i herein. by y Y
9 ; - The Bonds are offered subject to the final approving opinion of Hawkins Delafreld & Wood LLP New York, New
York Bond Counsel, and certain ocher condi fol ns. It is ex~pected that delive o the Bonds in book-ent
of ryfarm will be made
o U through the facilities of DTC on or about February 8, 20U5 in New York, New York.
N 5 y THIS OFFICIAL STATEMENT IS IN A FORM "DEEMED FINAL" BY THE TOWN FOR THE PURPOSE OF
o SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 (THE "RULE"). SEE "DISCLOSURE UNDERTAKING"
P o HEREIN.
January 2005
j ROOSEVELT & CROSS,
INCORPORATED
s'3
U
y re immary, su Ject to change
i
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
Town Hall
53095 Main Road
Southold, NY 11971
Telepphone:(631)765-4333
Fax :(631) 765-1366
TOWN BOARD
Joshua Y. Horton, Supervisor
William P. Edwards
John M. Romanelli
Daniel C. Ross
Thomas H. Wickham
Elizabeth A. Neville, Town Clerk
Peter W. Harris, Superintendent of Highways
John A. Cushman II, Town Comptroller
Patricia A Finnegan, Esq., Town Attorney
George Sullivan, Receiver of Taxes
+ . r
BOND COUNSEL
Hawkins Delafield & Wood LLP
New York, New York
FINANCIAL ADVISOR
MUNISTAT SERVICES, INC.
Municipal Finance Advisory Service
12 Roosevelt Avenue 8420 Main Street
Port Jefferson Station, N.Y. 11776 Williamsville, NY 14221
(631)331-8888 (716) 632-3051
E-mail: info@munistat.com
Website: http://w .munistat.com
•
No dealer, broker, salesperson or other person has been authorized by the Town to give any information or to make any
representations, other than those contained in this Official Statement and if given or made, such other information or
• representations must not be relied upon as having been authorized by the Town. This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in
which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained
by the Town from sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. The
information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official
Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in
the affairs of the Town since the date hereof.
IN CONNECTION WITH THIS OFFERING THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABLIZfNG, IF COMMENCED, MAY BE DISCONTINUED
AT ANYTIME.
TABLE OF CONTENTS
Page
THE BONDS I
Description of the Bonds I
Optional Redemption I
Book-entry-only System 1
Authorization and Purpose 3
Refunding Financial Plan 3
Sources and Uses of Bond Proceeds 3
Security and Source of Payment 4
Remedies Upon Default 4
THE TOWN 4
General Information 4
Government 5
Employees 5
ECONOMIC AND DEMOGRAPHIC INFORMATION 5
Population Characteristics 5
Median Income of Families 5
Unemployment Rate Statistics 6
Selected Listing of Larger Employers 6
INDEBTEDNESS OF THE TOWN 6
Constitutional Requirements 6
Statutory Procedure 7
Computation of Debt Limit and Calculation of Net Debt Contracting Margin 8
Trend of Town Indebtedness 8
Details of Short-Term Indebtedness Outstanding 8
Debt Service Requirements - Outstanding Bonds and Refunding Bonds 9
Calculation of Estimated Overlapping and Underlying Indebtedness 9
Authorized But Unissued Items 10
Capital Program 10
Landfill Closure and Post Closure Care Costs 10
DISCUSSION OF FINANCIAL MATTERS 10
Financial Statements and Accounting Procedures 10
Fund Structure and Accounts 11
Basis of Accounting ......................II
Investment Policy 11
Budgetary Procedures 12
Financial Operations 12
Revenues 12
Real Property Taxes 12
State Aid 12
Expenditures 12
Pension Systems 13
Contributions to the Retirement Systems 13
•
i
TABLE OF CONTENTS
(Continued)
Page •
REAL PROPERTY TAX INFORMATION 14
Real Property Taxes 14
Tax Levy and Collection Record 14
Tax Collection Procedure 14
Tax Rates 14
Large Taxable Properties 14
LITIGATION 15
BONDHOLDER RISKS AND MARKET FACTORS AFFECTING FINANCINGS
OF THE STATE AND MUNICIPALITIES OF THE STATE 15
TAX MATTERS 16
Opinion of Bond Counsel 16
Certain Ongoing Federal Tax Requirements and Covenants 16
Certain Collateral Federal Tax Consequences 16
Original Issue Discount 17
Bond Premium 17
Legislation 17
DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS 17
Absence of Litigation 17
Legal Matters 18
Closing Certificates 18
DISCLOSURE UNDERTAKING 18
BOND RATINGS 19
BOND INSURANCE 19
VERIFICATION OF MATHEMATICAL COMPUTATIONS 19
UNDERWRITING 19
FINANCIAL ADVISOR 19
ADDITIONAL INFORMATION 20
APPENDIX A! FINANCIAL INFORMATION
APPENDIX B: FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,
2003
APPENDIX C: MUNICIPAL BOND INSURANCE AND SPECIMEN POLICY
•
ii
PRELIMINARY OFFICIAL STATEMENT
$2,410,000*
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
[BOOK-ENTRY-ONLY BONDSI
This Official Statement and the Appendices hereto presents certain information relatin to the Town of
Southold, in the County of Suffolk, in the State of New York (the "Town," "County" and "State,' respectively in
connection with the sale of $2,410,000* Refunding Serial Bonds - 2005 (the "Bonds" or the "Refunding Bonds") of
the Town.
All quotations from and summaries and explanations of provisions of the Constitution and laws of the State
and acts and proceedings ofthe Town contained herein do not purport to be complete and are qualified in their entirety
by reference to the official compilations thereof and all references to the Bonds and the proceedings of the Town
relating thereto are qualified in their entirety by reference to the definitive form of the Bonds and such proceedings.
THE BONDS
Description of the Bonds
The Bonds will be dated the date of delivery and will mature on February 15, in each of the years 2005 to
2015, inclusive, in the principal amounts as set forth on the cover page.
The Bonds will be issued in fully registered form and when issued will be registered in the name of Cede &
Co. as nominee of The Depository Trust Company (DTC"), New York, New York. DTC will act as Securities
Depository for the Bonds. Individual purchases ofthe fonds maybe made in book-entry form only, in denominations
of $5,000 or integral multiples thereof. Purchasers will not receive certificates representing their interest in the Bonds.
Interest on the Bonds will be payable February 15, 2005, August 15, 2005 and semi-annually thereafter on
February 15 and August 15, in each year until maturity. Principal and interest will be paid by the Town to DTC,
which will in turn remit such principal and interest to its Participants, for subsequent distribution to the Beneficial
Owners of the Bonds, as described herein. The Bonds may be transferred in the manner described on the Bonds and
as referenced in certain proceedings of the Town referred to therein.
The Record Date of the Bonds will be the last business day of the month preceding each interest payment date.
Optional Redemption
The Bonds are not subject to redemption prior to their maturity.
Book-entry-only System
DTC will act as securities depository for the Bonds (the `Bonds"). The Bonds will be issued as full
yy-
. registered Bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each
maturity of the Bonds, each in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking. Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct
Participants") depositwith DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants' accounts. This eliminates the need forphysical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
*Preliminary, subject to change.
•
1
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
& Clearing Corporation ("DTCC" DTCC, in turn, is owned by a number of Direct Participants of DTC and Members
of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing •
Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries
of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-
U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain
a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has
Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities
and Exchange Commission. More information about DTC can be found at www.dtce.com.
Purchases of Bonds under the DTC system mustbe made by or through Direct Participants, which will receive
a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial
Owner")is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other
DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds
are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
Payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of
funds and corresponding detail information from the Town, on payable date in accordance with their respective
holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with bonds held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, or the
Town, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments to Cede
& Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of
the Town, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the Town. Under such circumstances, in the event that a successor depository is not obtained,
Bond certificates are required to be printed and delivered.
The Town may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Bond certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system has been obtained from
sources that the Town believes to be reliable, but the Town takes no responsibility for the accuracy thereof.
THE TOWN WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO P THE ACCURACY
OF ANY RECORDS MAINTAINED Y DT PARTICIPANTS, TO
INDIRECT ANY PARTICIPANT, R ANY INDIRECCTIPARTICIPANT; (II))
THE PAYMENTS BY DTC OR ANY PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT WI II
RESPECT TO THE PRINCIPAL OF, OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS; (I11) ANY
NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIV EN TO BONDHOLDERS; (IV) THE SELECTION
BY DTC OR ANY PARTICIPANT OR INDIRECT PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT
IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS; OR (V) ANY CONSENT GIVEN OR OTHER
ACTION TAKEN BY DTC AS BONDOWNER.
•
2
Authorization and Purpose
The Bonds are being issued pursuant to the Constitution and statutes of the State of New York including
among others, the Town Law and the Local Finance Law, and a refunding bond resolution duly adopted by the Town
Board on November 16, 2004 (the "Refunding Bond Resolution"), authorizing the refunding of all or a portion of the
Town's $1,750,000 Agricultural Land Preservation Serial Bonds - 1995 (the "1995 Bonds) currently outstanding
in the principal amount of $1,110,000, and the Town's $2,695,000 Various Purposes Serial Bonds - 1993 (the "1993
Bonds'), currently outstanding in the principal amount of $1,100,000; both of such bond issues were originally issued
to finance the acquisition of open space and various capital projects in and for the Town. The 1995 Bonds and the
1993 Bonds are collectively referred to herein as the "Refunded Bonds".
For further information regarding bond authorizations of the Town for capital purposes and other matters
relating thereto see "Indebtedness of the Town".
Refunding Financial Plan
Pursuant to the Town's Refunding Financial Plan, as referred to in the Refunding Bond Resolution, the Bonds
are being issued to effect the refunding of the Refunded Bonds maturing in the years 2005 through 2015. The
Refunding Financial Plan will permit the Town to realize, as a result of the issuance of the Bonds, cumulative dollar
and present-value debt service savings in the respective amounts of $ and $
Pursuant to the Refunding Bond Resolution and the Refunding Financial Plan, the Town shall enter into an
escrow contract (the "Escrow Contact") with The Bank of New York, New York, New York, (the "Escrow Holder").
The Refunding Financial Plan, as set forth in part by the terms and conditions of the Escrow Contract, requires the
deposit of all the proceeds of the Bonds, if any, in an irrevocable escrow trust fund (the "Escrow Fund") with the
Escrow Holder. The Bond proceeds, together with investment earnings thereon, in accordance with applicable law
and the Escrow Contract, shall be sufficient to pay all costs incurred by the Town in connection with said refunding
and to pay the principal of, accrued interest and redemption premium on the 1995 Bonds to be called for redemption
on November I, 2006 (the "1995 Bond Redemption Date"), and to pay the principal of, accrued interest and
redemption premium on the 1993 Bonds to be called forredemption on August 15, 2005 (the"1993 Bond Redemption
Date").
The holders of the Refunded Bonds will have a first lien on all cash and securities in the Escrow Fund. Upon
payment by the Escrow Holder to the fiscal agent for the Refunded Bonds of amounts from the Escrow Fund adequate
for the payment, in full, of the Refunded Bonds, including interest and redemption premium, if any, payable with
respect thereto, and payment of all expenses incidental to the issuance of the Bonds, the Escrow Contract shall
terminate.
Under the Refunding Financial Plan, the Refunded Bonds will continue to be general obligations of the Town
(although they maybe excluded in computing the Town's debt limit) and will continue to be payable from ad valorem
taxes on all taxable real property in the Town. However, inasmuch as the funds held in the Escrow Fund together with
interest earnings thereon and cash held in the Escrow Fund shall be sufficient to meet all required payments of
principal of, interest on and premium payable with respect to the Refunded Bonds, it is not anticipated that other
sources of payment will be utilized.
Sources and Uses of Bond Proceeds
Sources:
Par Amount of Bonds $
Original Issue Premium (Discount)
Total $
Uses:
Escrow Deposit $
Bond Insurance Premium
Underwriter's Discount
Allowance for Costs of Issuance and Contingency
Total $
•
3
Security and Source of Payment
Each Bond when duly issued and paid for will constitute a contract between the Town and the holder thereof.
The Bonds will be general obligations of the Town and will contain a pledge of the faith and credit of the
Town for the payment of the principal thereof and the interest thereon. For the payment of such principal and interest,
the Town has the power and statutory authorization to levy ad valorem taxes on all taxable real property in the Town
without limitation as to rate or amount.
Under the Constitution of the State, the Town is required to pledge its faith and credit for the payment of the
principal of and interest on the Bonds, and the State is specifically precluded from restricting the power of the Town
to levy taxes on real estate therefor.
Remedies Upon Default
Under current law, provision is made for contract creditors (including the Bondholders) of the Town to
enforce payments upon such contracts, if necessary, through court action, although the present statute limits interest
on the amount adjudged due to creditors to nine per centum per annum from the date due to the date of payment. As
a general rule, property and funds of a municipal corporation serving the public welfare and interest have not been
judicially subjected to execution or attachment to satisfy a judgment, although judicial mandates to officials to
appropriate and pay judgments out of current funds or the proceeds of a tax levy have been issued.
Remedies for enforcement of payment are not expressly included in the Town's contract with holders of its
bonds and notes, although any permanent repeal by statute or constitutional amendment of a Bondholder's remedial
right to judicial enforcement of the contract should, in the opinion of Bond Counsel, be held unconstitutional.
The State has consented that any municipality in the State may file a petition with any United States district
court or court of bankruptcy under any provision of the laws of the United States, now or hereafter in effect for the
composition or adjustment ofmunicipal indebtedness. Subject to such consent, under the United States Constitution,
Congress has urisdiction over such matters an d has enacted amendments to the existing federal bankruptcy statute,
generally to t e effect and with the purpose of affording municipal corporations, under certain circumstances, with
easier access to judicially approved adjustment of debts, Including judicial control over identifiable and unidentifiable
creditors.
In recent times, certain events and legislation affecting remedies on default have resulted in litigation. While
courts of final jurisdiction have upheld and sustained the rights of bondholders, such courts might hold that future
events including financial crises as they may occur in the State and in municipalities of the State require the exercise
by the State of its emergency police powers to assure the continuation of essential services.
No principal or interest payments on Town indebtedness are past due. The Town has never defaulted in
the payment of the principal of and interest on any indebtedness.
THE TOWN
There follows in this Official Statement a brief description of the Town, together with certain information
concerning its economy and governmental organization, its indebtedness, current major revenue sources and
expenditures and general and specific funds.
General Information
The Town, with a land area of 54.5 square miles, is located in eastern Suffolk County on the north fork of
Long Island. Settlement took place in 1640. The Village of Greenport is located wholly within the Town. The Town
also includes the area of Fishers Island which is located approximately twelve miles east of the mainland. Fishers
Island is accessible only by water or air with ferry service operating between the Island and New London,
Connecticut.
The Town is primarily a rural resort area with substantial shopping facilities available at Greenport, at various
shopping centers within the Town, and at Riverhead just to the west. Some commercial services are available within
the Town in the hamlets of Southold, Cutchogue and Mattituck.
Agriculture has been a major industry in the Town since its origins. In recent years, farm crops are gradually
evolving from basic production to nursery crops including shrubs, sod, potted plants and other ornamentals. A
substantial portion of these products are shipped by ferry across Long Island Sound for distribution throughout New
England. A number of vineyards have been established and wine-making is an important industry. Fishing and fish
processing are now growing industries due to improved transportation facilities. The Town is also a major summer
resort area, utilizing bays, inlets and Long Island and Block Island Sounds. •
4
The main highways in the Town are New York State Route 25 and North Road. Rail transportation is
provided by the Long Island Rail Road with stations at Mattituck, Southold and Greenport. Ferry service is also
available between Orient Point, east ofGreenport, and New London, Connecticut as well as from Greenportto Shelter
Island.
Electric service is provided by the Lon Island Power Authority; gas service is provided byy Key Span Energy
Corporation. Fire protection is the responsibility of volunteer fire and fire protection districts. 'fhe Town provides
its own police protection. In the Village of Greenport, electric service and fire protection are provided by the Village.
Government
Six independently governed school districts are located wholly or partially within the Town which rely on
their own taxing powers granted by the State to raise revenues. The school districts use the Town's assessment roll
as their basis for taxation of property located within the Town.
Subject to the provisions of the State Constitution, the Town operates pursuant to the Town Law, the General
Municipal Law the Local Finance Law, other laws generally applicable to the Town, and any special laws generally
applicable to the Town. Under such laws, there is no authority for the Town to have a charter, but pursuant to the
constitution and the Town Law and other laws generally applicable to home rule, the Town may from time to time
adopt local laws.
The legislative power of the Town is vested in the Town Board which consists of five members, elected for
a tetra of four years, and the Supervisor, who is the chief executive of=ficer of the Town, elected for a term of two
years. Such terms are staggered such that two or three councilmen are elected every two years. All the Town Board
members are elected at large and there is no limitation to the number of terms each may serve.
Employees
The Town provides services through employees, some of whom are represented by organized labor.
The following table presents the number of employees' represented by organized labor, name of union and
contract expiration dates.
Approximate Date Contract
Name of Union Membership Expired
Civil Service Employees Assoc . 172 12-31-021
Police Benevolent Assoc. 49 12-31-05
1. Currently under negotiation.
ECONOMIC AND DEMOGRAPHIC INFORMATION
Population Characteristics
The Town has had a population trend, as compared to the County, as indicated below:
Year Town County
1970 16,804 1,127,030
1980 19,172 1,284,231
1990 19,836 1,321,977
2000 20,599 1,419,369
2001 20,835 1,427,946
2002 21,015 1,440,870
2003 21,447 1,445,555
Source: U.S. Bureau of the Census, Long Island Power Authority.
Median Income of Families
1980 1990 2000
Town $21,013 $43,082 $61,108
County 24,194 53,247 72,112
State 20,180 39,741 51,691
• Source: U.S. Department of Commerce, Bureau of the Census.
5
Per Capita Mancy Income
1980 1990 1990 2000
Town $8,258 $19,037 $ 27,619
County 7,576 18,481 26,577
State 7,496 16,501 23,389
Source: U.S. Department of Commerce, Bureau of the Census.
Unemployment Rate Statistics
Unemployment statistics are not available for the Town. The smallest area for which such statistics are
available (which includes the Town) is the County of Suffolk. The information set forth below with respect to such
County is included for information purposes only. It should not be implied from the inclusion of such data in this
Statement that the Town is necessarily representative of the County or vice versa.
Suffolk New York
County State
Annual Averages:
1999 3.6% 5.1%
2000 3.2 4.6
2001 3.4 4.7
2002 4.3 5.9
2003 4.3 6.2
2004(11 Months) 4.5 5.9
Source: Department of Labor, State of New York
Selected Listing of Larger Employers
Approx. No.
Name Tyne of Employees
Mattituck-Cutchogue UFSD Education 290
Eastern Long Island Hospital Hospital 260
Town of Southold Municipality 254
San Simeon by the Sound Nursing Home 193
Plum Island ADC Government 187
Southold UFSD Education 181
Peconic Landing Life Care Community 160
GreenportUFSD Education 110
INDEBTEDNESS OF THE TOWN
Constitutional Requirements
The New York State Constitution limits the power of the Town (and other municipalities and school districts
of the State) to issue obligations and to contract indebtedness. Such constitutional limitations include the following,
in summary form, as generally applicable to the Town and the Bonds:
Purpose and Pledge. The Town shall not give or loan any money or property to or in aid of any individual,
or private corporation or private undertaking or give or loan its credit to or in aid of any of the foregoing or any public
corporation.
The Town may contract indebtedness only for a Town purpose and shall pledge its faith and credit for the
payment of principal of and interest thereon.
Payment and Maturity. Except for certain short-term indebtedness contracted in anticipation of taxes or
to be paid within three fiscal year periods, indebtedness shall be paid in annual installments commencing no later than
two years after the date such indebtedness shall have been contracted and ending no later than the expiration of the
period of probable usefulness of the object or purpose determined by statute; no installment may be more than fifty
per centum in excess of the smallest prior installment, unless the Town has authorized the issuance of indebtedness
having substantially level or declining annual debt service. The Town is required to provide an annual appropriation •
6
for the payment of interest due during the year on its indebtedness and for the amounts required in such year for
payment of principal on its serial bonds, bond anticipation notes and capital notes.
• Debt Limit. The Town has the power to contract indebtedness for any Town purpose so long as the principal
amount thereof shall not exceed sevenper centum of the average full valuation of taxable real estate of the Town and
subject to certain enumerated exclusions and deductions such as water and certain sewer facilities and cash or
appropriations for current debt service. The Constitutional method for determining full valuation consists of dividing
the total assessed valuation of taxable real estate for a specified assessment roll by the final equalization ratio
established for such assessment roll by the State Board of Real Property Services (the "State Board"). The State
Legislature is required to prescribe the manner by which such ratio shall be determined. Average full valuation is
determined by taking the sum of the full valuations of such last completed assessment roll and the four preceding
assessment rolls and dividing such sum by five.
There is no constitutional limitation on the amount that may be raised by the Town by tax on real estate in
any fiscal year to pay interest and principal on all indebtedness.
General. The Town is further subject to constitutional limitation by the general constitutionally imposed duty
of the State Legislature to restrict the power of taxation, assessment, borrowing money, contracting indebtedness and
loaning the credit of the Town so as to prevent abuses in taxation and assessments and in contracting indebtedness;
however, as has been noted under "Security and Source of Payment" the State Legislature is prohibited by a specific
constitutional provision from restricting the power of the Town to levy taxes on real estate for the payment of interest
on or principal of indebtedness theretofore contracted.
Statutory Procedure
In general, the State Legislature has authorized the power and procedure for the Town to borrow and incur
indebtedness by the enactment of the Local Finance Law subject, of course, to the constitutional provisions set forth
above. The power to spend money, however, generally derives from other law, including the Town Law and General
Municipal Law of the State.
Pursuant to the Local Finance Law, the Town authorizes the incurrence of indebtedness, including bonds and
bond anticipation notes issued in anticipation of such bonds by the adoption of a resolution, approved by at least two-
thirds of the members of the Town Board, the finance board of the Town. Certain of such resolutions may be subject
to permissive referendum, or may be submitted to the Town voters at the discretion of the Board of Trustees.
The Local Finance Law also provides a twenty-day statute of limitations after publication of a bond
resolution, which in effect, estops thereafter legal challenges to the validity of obligations authorized by such bond
resolution except for alleged constitutional violations. The estoppel procedure for the Bonds has been complied with.
Each bond resolution usually authorizes the construction, acquisition or installation of the object or urpose
to be financed, sets forth the plan of financing and specifies the maximum maturity of the bonds subject to the legal
(Constitution, Local Finance Law and case law) restrictions relating to the period of probable usefulness with respect
thereto.
Each bond resolution also authorizes the issuance of bond anticipation notes prior to the issuance of serial
bonds. Statutory law in New York permits notes to be renewed each year, provided annual principal reductions are
made and provided that such renewals generally do not extend more than five years beyond the original date of
borrowing. However, notes issued in anticipation of the sale of serial bonds for assessable improvements are not
sub''ect to such five year limit and may be renewed subject to annual principal reductions for the entire period of
robable usefulness of the purpose for which such notes were originally issued. (See "Payment and Maturity " under
'Constitutional Requirements".)
In general, the Local Finance Law contains similar provisions providing the Town with power to issue general
obligation revenue and tax anticipation notes and general obligation budget and capital notes.
The following tables set forth the computation of debt limit and the calculation of total net indebtedness
of the Town in accordance with the constitutional requirements hereinabove described.
•
7
Computation of Debt Limit and Calculation of Net Debt Contracting Margin
(As of January 13, 2005)
Fiscal Year State •
Ending Assessed Equalization Full
December 31: Valuation Rate Valuation
2001 $93,489,679 2.55% $ 3,666,261,921
2002 95,566,207 2.30 4,155,052,478
2003 98,928,528 2.30 4,301,240,347
2004 101,872,561 1.49 6,837,084,630
2005 104,228,885 1.25 8,338,310,800
Total Five Year Full Valuation $27,297,950,176
Average Five Year Full Valuation 5,459,590,035
Debt Limit - 7% of Average Full Valuation 382,171,302
Inclusions:
Outstanding Bonds: $10,304,098
Bond Anticipation Notes 12,625,600
Total Inclusions 22,929,698
Exclusions:
Appropriations 2,101,000
Total Net Indebtedness $20828,698a
a. Represents approximately 5.45% of the Debt Limit.
Trend of Town Indebtedness
The following table represents the outstanding indebtedness of the Town at the end of the last five preceding
fiscal years.
Fiscal Year Ending December 31:
2000 2001 2002 2003 2004
Debt Outstanding End of Year:
Bonds $8,955,000 $ 8,260,000 $7,615,000 $6,950,000 $6,515,000
Bond Anticipation Notes 2,218,468 10,764,000 11,020,709 14,768.302 12,625,600
Total Outstanding Debt $11,173,468 $19.024,000 $18.635.709 $21,718,302 $19,140,600
Details of Short-Term Indebtedness Outstanding
Bond Anticipation Notes
Maturity Purpose Amount
03-09-05 Fishers Island Ferry District $2,975,000
04-22-05 Various Capital Projects 3,719,000
06-10-05 Fishers Island Ferry District 1,750,000
08-26-05 Solid Waste Management District 1,170,000
09-09-05 Various Capital Projects 3,011,60
Total $12.625.600
•
8
Debt Service Requirements - Outstanding Bonds and Refunding Bondsl
• Net After
Fiscal Year Less: Issuance of
Ending Outstanding Refunding Bonds to be Refunding
Dec. 31 Bonds Bonds Sub-Total Refunded Bonds
2005 $1,333,679 $ $ $ 325,710 $
2006 1,107,020 314,870
2007 1,112,808 304,030
2008 1,103,705 303,190
2009 1,106,738 316,215
2010 1,028,147 303,515
2011 1,025,978 290,715
2012 913,790 287,840
2013 748,108 128,150
2014 740,239 122,100
2015 711,260 116,050
2016 587,464 0
2017 579,118 0
2018 575,012 0
2019 122.820 0
Totals $12.795,886 $ $ $2,812,385
$
1. Rounded to the nearest dollar.
Calculation of Estimated Overlapping and Underlying Indebtedness
Applicable Applicable
Overlapping Date of Percentage Total Net
Units Report ApOicable Indebtedness Indebtedness
County of Suffolk 12-08-04 3.71% $32,920,980 $24,226,983
Village of Greenport 05-21-04 100.00 7,796,763 7,796,763
School Districts:
Fishers Island 10-15-04 100.00 540,000 540,000
Greenport 08-05-04 100.00 405,000 405,000
Mattituck-Cutchogue 08-03-04 98.49 12,262,005 11,219,735
New Suffolk Common 06-30-04 100.00 - -
Oyster Ponds 06-30-04 100.00 200,000 200,000
Southold 09-08-04 100.00 11,685,000 11,685,000
Fire Districts (Est.) 12-31-03 Var. 2,000.000 2,000.000
$67.809.748 $ 58.073,481
Sources: Annual Financial Reports on file with the Office of the State Comptroller, or more recently published Official
Statements.
•
9
Authorized But Unissued Items
The following Bonds are authorized but unissued: •
Date
Authorized Purpos Amount
09-01-98 Acquisition of Rights in Land-Open Space Preservation $2,000,000
08-23-99 Acquisition of Rights in Land-Open Space Preservation 2,000,000
08-23-99 Improvements to Town Waterways 250,000
08-30-01 Pickett Landfill Closure 987,765
03-13-01 Landfill Closure 473,547
08-28-01 Acquisition of Rights in Land-Open Space Preservation 2,000,000
02-25-03 Mattituck Inlet Shore Erosion Study 82,750
12-17-02 Amendment to Brushes Creek Resolution 225,000
07-08-03 Improvements to the Human Resources Building 200,000
08-12-03 Improvements to Strawberry Fields 200,000
08-26-03 Acquisition of Rights in Land-Open Space Preservation 4,000,000
02-24-04 Town Hall Annex II 150,000
09-07-04 Payment of Settled Claim - NYSDEC 825,000
11-16-04 Southold Solid Waste Management District 3,250,600
Total $16,644.062
Capital Program
The Town annually adopts a Capital Budget. Projects may be funded by State and Federal aid, reserves,
proceeds of obligations, property taxes or a combination thereof. A summary of the Capital Budget for 2005 is set
forth below:
Department 2005
General Town $7,132,500
Highway Dept . 350,000
Solid Waste District 3,125,000
Total $10.607.500
Landfill Closure and Postclosure Care Costs
The Town owns a landfill on a site in the unincorporated area of Cutchogue, commoly known as the
Cutcho e Landfill. The Town ceased accepting waste at its Cutchogue Landfill as of October 8, 1993. Placement
of the final cover, referred to as capping, on the landfill was completed in November 2003. In addition to placement
of the final cover on the landfill, state and federal regulations presently require the Town to perform certain
maintenance and monitoring functions at the site for up to thirty years. The Town has and will continue to comply
with said requirements. The ongoing post closure costs are estimated to be $ The Town has
paid and will continue to pay these costs.
Actual costs associated with the capping totaled $7,681,720. Financing for closure activities has been
provided in part through a grant from the New York State Department of Environmental Conservation in the amount
of $2,000,000. The balance was provided through a State subsidized loan received in July, 2004 from the New York
State Environmental Facilities Corporation. Costs associated with postclosure care will be covered by charges to
future users of the collection facility and site and future tax revenue.
DISCUSSION OF FINANCIAL MATTERS
Financial Statements and Accounting Procedures
The Town maintains its financial records in accordance with the Uniform System of Accounts for Towns
prescribed by the State Comptroller. The financial records of the Town are audited by independent accountants. The
last such audit made available for public inspection covers the fiscal year ended December 31, 2003. In addition, the
financial affairs of the Town are subject to periodic compliance review by the Office of the State Comptroller to
ascertain whether the Town has complied with the requirements of various State and Federal statutes.
•
10
In June, 1999, the Governmental Accounting Standards Board ("GASB") issued Statement 34, "Basic
Financial Statements and Management's Discussions and Analysis for State and Local Governments". This Statement
• establishes new financial reporting requirements for state and local governments throughout the United States. When
implemented, it will require new information and restructure much of the information that governments have
presented in the past. Comparability with reports issued in all prior years will be affected. GASB requires the Town
to implement this standard for the fiscal year ending December 31, 2003. The Town is in compliance with the
requirements of GASB Statement 34.
The Balance Sheets and Statements of Revenues, Expenditures and Changes in Fund Balances presented in
Appendix A of this Statement are based on the Annual Financial Reports of the Town.
Fund Structure and Accounts
The Town utilizes fund accounting to record and report its various service activities. A fund represents both
a legal and an accounting entity which segregates the transactions of specific programs in accordance with special
regulations, restrictions or limitations.
There are three basic fund types: (1) governmental funds that are used to account for basic services and
capital projects; (2) proprietary funds that account for operations of a commercial nature; and, (3) fiduciary funds that
account for assets held in a trustee capacity. Account groups, which do not represent funds, are used to record fixed
assets and long-term obligations that are not accounted for in a specific fund.
The Town presently maintains the following governmental funds: General Fund Town Wide, Special
Revenue Funds (Town Outside Village, Special Grant, Highway) Special Districts Funds, and the Capital Projects
Fund. Fiduciary funds consist of a Trust and Agency Fund. Account groups are maintained for fixed assets and long-
term debt.
Basis of Accounting
The Town's governmental funds are accounted for on a modified accrual basis of accounting. Under the
modified accrual basis, revenues are recognized when they become susceptible to accrual - that is, when they become
"measurable" and "available" to finance expenditures to the current period. Revenues are susceptible to accrual
include real property taxes, intergovernmental revenues (State and Federal aid) and operating transfers.
Expenditures are generally recognized under the modified accrual basis ofaccounting, that is when the related
fund liability is incurred. Exceptions to this general rule are unmatured interest on general long-term debt which is
recognized when due.
Investment Policy
Pursuant to State law, including Sections 10 and 11 of the General Municipal Law (the "GML"), the Town
is generally permitted to deposit moneys in banks and trust companies located and authorized to do business in the
State. All such deposits, including special time deposit accounts and certificates of deposits, in excess of the amount
insured under the Federal Deposit Insurance Act, are required to be secured in accordance with the provisions of and
subject to the limitations of Section 10 of the GML.
The Town may also temporarily invest moneys in (1) obligations of the United States of America; (2)
obligations guaranteed by agencies of the United States of America where the payment of principal and interest are
guaranteed by the United States of America, (3) obligations of the State, (4) with the approval of the State
Comptroller, in tax anticipation notes or revenue anticipation notes issued by any municipality, school district, or
district corporation, other than those notes issued by the Town; ((5) certificates of participation issue by political
subdivisions of the State pursuant to Section 109-b-(10) of the,GML; (6) obligations of a public benefit corporation
of the State which are made lawful investments for municipalities pursuant to the enabling statute of such public
benefit corporation, or (7) in the case of moneys held in certain reserve funds established by the Town pursuant to
law, in obligations of the Town.
All of the foregoing instruments and investments are required to be payable or redeemable at the option of
the owner within such times as the proceeds will be needed to meet expenditures for purposes for which the moneys
were provided and, in the case of instruments and investments purchased with the proceeds of bonds or notes, shall
be payable or redeemable in any event, at the option of the owner, within two years of the date of purchase. Unless
registered or inscribed in the name of the Town, such instruments and investments must be purchased through,
delivered to and held in custody of a bank or trust company in the State pursuant to a written custodial agreement as
provided in Section 10 of the GML.
The Town Board has adopted an investment policy and such policy conforms with applicable laws of the State
governing the deposit and investment of public moneys. All deposits and investments of the Town are made in
accordance with such policy.
•
11
Budgetary Procedures
The head of each administrative unit of the Town is required to file detailed estimates of revenues (other than •
real property taxes) and expenditures for the next fiscal year with the budget officer (Supervisor) on or before
September 20th. Estunates for each fire district situated within the Town must also be filed with the budget officer
by this date. After reviewing these estimates, the budget officer prepares a tentative budget which includes his
recommendations. A budget message explaining the main features of the budget is also prepared at this time. The
tentative budget is filed with the Town Clerk not later than the 30th of September. Subsequently, the Town Clerk
presents the tentative budget to the Town Board at the regular or special hearing which must be held on or before
October 5th. The Town Board reviews the tentative budget and makes such chan ges t it deems necessary and that
ar e not inconsistent with the provisions of the law. Following this review process, the tentative budget and such
modifications, if any, as approved by the Board become the prelirinary budget. A public hearing, nonce of which
must be dul publis ed in the Town s official newspaper, on the preliminary budget is generally required to be held
on the Thursday immediately following the general election. At such heanng, any person may express his opinion
concerning the ppreliminary budget; however, there is no requirement or provision that the preliminary budget or any
portion thereof be voted on by members of the public. After the public hearing, the Town Board may further change
and revise the preliminary budget. The Town Board, by resolution, adopts the preliminary budget as submitted or
amended no later than November 20th, at which time, the preliminary budget becomes the annual budget of the Town
for the ensuing fiscal year. Budgetary control during the year is the responsibility of the Supervisor who is assisted
in this area by the Town Comptroller. However, any changes or modifications to the annual budget including the
transfer of appropriations among line items must be approved by resolution of the Town Board.
Budget Summaries for the 2004 and 2005 fiscal years may be found in Appendix A.
Financial Operations
The Town Supervisor functions as the chief fiscal officer as provided in Section 2 of the Local Finance Law;
in this role, the Supervisor is responsible for the Town's accounting and financial reporting activities, which are
delegated to and carved out by the Town Comptroller. In addition, the Supervisor is also the Town's budget officer
and must therefore prepare the annual tentative budget for submission to the Town Board. Budgetary control during
the year is the responsibility of the Town Comptroller. Pursuant to Section 30 of the Local Finance Law, the
Supervisor has been authorized to issue or renew certain specific types of notes. As required by law, the Supervisor
must execute an authorizing certificate which then becomes a matter of public record.
The Town Board, as a whole, serves as the finance board of the Town and is responsible for authorizing, by
resolution, all material financial transactions such as operating and capital budgets and bonded debt.
Town finances are operated primarily through the General and Highway Funds. All real property taxes and
most of the other Town revenues are credited to these funds. Current operating expenditures are paid from these funds
subject to available appropriations. The Town also has a wastewater district and a sewer district, which are accounted
for within separate funds. The primary sources of income for these districts comes from special assessments levied
against district properties at the same time real estate taxes are levied and from user fees. Capital pro ects and
1
equipment purchases are accounted for in the capital projects fund. The Town observes a calendar year (January
through December 31) for operating and reporting purposes.
Revenues
The Town receives most of its revenues from a real property tax on all non-exempt property situated within
the Town and from State Aid. A summary of such revenues for the five most recently completed fiscal years may
be found in Appendix A.
Real Property Taxes
See "Real Property Tax Information", herein.
State Aid
The Town is dependent upon financial assistance from the State which comes primarily in the form of a state
appropriation for State Aid to municipalities for operating purposes. There is no assurance, however, that the State
appropriation for State Aid to municipalities will continue, either pursuant to existing formulas or in any form
whatsoever and, in any event, if appropriated and apportioned to the Town, payment can be made only if such monies
are available therefore. The State is not constitutionally obliged to maintain or continue such aid. See Appendix A.
Expenditures
The ma. or categories of expenditure for the Town are General Government Support, Public Safety,
Transportation, Economic Assistance and Opportunity, Culture an d Recreation, Employee Benefits and Debt Service. •
A summary of the expenditures for the five most recently completed fiscal years.
12
Pension Systems
• Substantially all employees of the Town are members of the New York State and Local Employees'
Retirement System ("ERS") or the New York State and Local Police and Fire Retirement System ("PFRS"). (Both
Systems are referred to together hereinafter as the "Retirement Systems" where appropriate.) The Retirement Systems
are cost-sharing multiple public employer retirement systems. The obligation of employers and employees to
contribute and the benefits to employees are governed by the New York State Retirement System and Social Security
Law (the "Retirement System Law"). The Retirement Systems offer a wide range of plans and benefits which are
related to years of service and final average salary, vesting of retirement benefits, death and disability benefits and
optional methods of benefit payments. All benefits generally vest after ten years of credited service. The Retirement
System Law generally provides that all participating employers in each retirement system are jointly and severally
liable for any unfunded investments. Such amounts are collected through annual billings to all participating
employers. Generally, all employees, except certain part-time employees, participate in the Retirement Systems. The
Retirement Systems are non-contributory with respect to members hired prior to July 27, 1976. All employees who
became members on or after July 27, 1976 must contribute 3% of their gross annual salary towards the cost of their
retirement program. Chapter 86 of the Laws of 2000 eliminated the 3% for Tier 3 and Tier 4 members with 10 years
of service credit.
Due to unfavorable capital market returns over recent years and negative returns in each of the past three
years, Comptroller Hevesi has sent notice to every school district and municipality in New York State that beginning
with the 2003-04 fiscal year the employer contribution rate for the retirement systems may increase significantly.
Comptroller Hevesi has further stated that he believes that the retirement contributions will continue to increase in
subsequent years.
With regard to the ERS, a pension reform bill has been signed by the Governor into Law as Chapter 49 of
the Laws of 2003. Chapter 49 changes the cycle of billing to match budget cycles of the Town. Under the previous
method, the Town was unsure of how much it paid to the system until after its budget was implemented. Under the
new system the contribution for a given fiscal year will be based on the value of the pension fund on the prior April
1 instead of the following April 1 so that the Town will be able to more accurately include the cost of the contribution
into its budget. Chapter 49 requires the Town to make a minimum contribution of 4.5% of payroll every year,
including years in which the investment performance of the fund would make a lower contribution possible.
On July 20', 2004 the New York State Legislature passed a bill amending the General Municipal Law, Local
Finance Law and the Retirement and Social Security Law. On July 30th , 2004, the Governor signed the new
retirement system legislation into Law as Chapter 260 of the Laws of 2004. The bill moves the annual payment date
for contributions from December 15th to February 1", effective December 15, 2004. It increases, from five to ten
years, the maximum amortization period of the portion of employer contributions that exceeds 7% of payroll for the
2004-2005 fiscal year of the Retirement System (April I - March 31). It also allows employers to bond for their 2005-
2006 and 2006-2007 fiscal year contributions in excess of 9.5% and 10.5%, respectively. This amortization may be
made with the Retirement System or the Town could issue a maximum of 10 year general obligation bonds, the
interest on which would be set at prevailing bond market rates on the date of sale and would be taxable for federal
income tax purposes.
The Law requires the Town to make a minimum contribution of 4.5% of payroll every year, including years
in which the investment performance of the fund would make a lower contribution possible. For December, 2004,
it is estimated that the contribution will be 1 I% of payroll. The legislation further authorizes that the amount of
payment in excess of 7% of payroll will be allowed to be amortized over a period of five years. This amortization
may be made with the State Comptroller and the Town would pay 5% interest on any amortized amounts or the Town
could issue general obligation bonds, the interest on which would be taxable for federal income tax purposes.
While the Town is aware of the potential negative impact on its budget and will take the appropriate steps
to budget accordingly for the increase, there can be no assurance that its financial position will not be negatively
impacted.
Contributions to the Retirement Systems
Fiscal Year Amount
Ending of
December 31: Contribution
2001 $122,420
2002 164,287
2003 684,617
2004 1,670,102
2005 (Budget) 1,880,447
•
13
REAL PROPERTY TAX INFORMATION
Real Property Taxes •
The Town derives a significant portion of its annual revenue through a direct real property tax.
The following table presents the total tax levy, by purpose, with adjustments and collection performance for
each of the last five fiscal years.
Tax Levy and Collection Record
Fiscal Year Endin December 31:
2001 2002 25 2005
Total Tax Levy $69,644,865 $68,987,300 $74,603,829 $79,909,681 $89,498,910
Amount Collected 62,955,826 65,322,637 72,211,402 77,595,985 In Collection
Returned to County:
Amount 1,744,039 3,664 663 2,392.427 2,313,696 NA
Percentage 2.50% 5. 1% 3.20% 2.90% NA
Uncollected at End of Year
of Levy None None None None NA
Tax Collection Procedure
Property taxes for the Town are collected by the Town tax receiver. Such taxes are due and ppayable in equal
installments on December I and May 10, but maybe paid without penalty by January 10 and May 31, respectively.
The penalty added to delinquent taxes is one-twelfth the rate of interest determined by the State Commissioner of
Taxation and Finance. The rate is determined each year by July 15 based on the one-year constant maturity yield
index for United States Treasury securities for the quarter-year ending on the immediately preceding June 30. The
rate is effective for a twelve month period commencing August 1 each year and in no event will be less than ten per
centum per annum.
The Town receives its full levy before the end of its fiscal year. Uncollected amounts are not segregated by
the Town tax receiver, and any deficiency in tax collection is the County's liability.
Tax Rates
(Per $100 Assessed Valuation)
Fiscal Yeaz Ending December 31:
2001 2002 2003 2004 2005
General - Townwide $116.88 $127.58 $133.38 $136.65 $139.73
General - Outside Village 3.16 3.00 3.10 4.53 5.43
Highway 34.84 36.93 36.59 31.12 38.37
Large Taxable Properties
2605 Assessment Roll
Assessed
Name Tyne Valuation
Peconic Landing at Southold Senior Community $ 2,161,972
LILCO, LIPA, Marketspan, Keyspan Public Utility 1,531,454
Fishers Island Dev. Corp . Residential Development 367,100
New York Telephone Public Utility 343,863
Robins Island Holding LLC Est. Holdings 330,500
North Fork Bank Financial Inst. 310,011
Alan Cardinale Shopping Center 297,100
Herodotus Damianos . Winery 234,000
Jack Levin Motel & Restaurant 172,850
Susan Norris Est./Horse Farm 111,800
Kimogenor Pt. Co Co-Op 94,600
Driftwood Cove Country Club 90,000
North Fork Country Club Estate 86,900
Marco Co-Op 83.800
$6.215,9506
a. Assessment Roll established in 2004 for levy and collection of taxes during 2005 Fiscal Year.
b. Represents approximately 5.96% of the total taxable assessed valuation of the Town for 2005.
•
14
LITIGATION
• The Town is subject to a number of lawsuits in the ordinary conduct of its affairs. For the most part, the
adverse decisions in such suits either individually or in the aggregate, are not likely to have a material adverse effect
on the Town.
There are several matters worthy of special mention.
State ofNew York v. Town ofSouthold - This action alleges a violation of Article 12 of the Navigation Law
through an alleged unlawful discharge of gasoline and petroleum products at the Town's Highway Department yard
and seeks reimbursement of state incurred cleanup costs. The State of New York and the Town have recently entered
into a Stipulation of Settlement which provides for the discontinuation of this case and requires the Town to make
payments to the State in the total amount of $818,631.10 in installments over two years.
Stanton v. Town ofSouthold - This is an action in inverse condemnation and nuisance by forty-two property
owners, alleging property damage caused by erosion allegedly caused by a Town-owned jetty. The Town has
engaged in studies to determine the issues surrounding the alleged erosion, the causes, and possible solutions. Despite
being filed in 1997, no discovery has taken place in this case to date. It is unclear whether the case will go forward
at this time. The nature and extent of damages, if any, are unknown at this point. The Town has denied any
wrongdoing and would vigorously defend any further prosecution of this action.
Ostroski v. Town ofSouthold - This action arises from an arrest of plaintiff by Southold Town police officers.
Pursuant to that arrest, plaintiff was convicted on counts ofharassment and criminal mischief. In this action, plaintiff
alleges that the Town and the arresting officers injured plaintiff by means of excessive force, physical assault, battery,
false arrest, false imprisonment, abuse of process, malicious prosecution and denial of her civil and constitutional
rights. Plaintiff seeks compensatory and punitive damages totaling $3 million. Discovery is complete and the case
is ready for trial in the United States District Court for the Eastern District of New York. Insurance coverage may
be available for potential liability for alleged compensatory damages. The Town has denied any wrongdoing and has
and will continue to vigorously contest these claims.
Notices of Claim - Three noteworthy Notices of Claim have been filed against the Town relating to police
matters, which have not yet ripened into litigation. In the first claim, claimant, Jason Weber, alleges that he suffered
physical injury, emotional injury, and loss of earnings by virtue of the alleged excessive force used by Town police
officers in their arrest of claimant. Claimant deman ds $20 million. In the second claim, the same claimant demands
$2 million as a result of a traffic stop whereby claimant was ticketed for driving with a suspended license. In that
instance, claimant alleges emotional injuries and loss ofemployment due to alleged false imprisonment, and violation
of his civil rights. In the third claim, claimant Mark Braziller demands $5 million for alleged physical and emotional
injuries and civil rights violations arising out of a traffic stop Insurance coverage may be available in these matters
for potential liability for alleged compensatory damages. The Town denies any wrongdoing in these matters, and
intends vigorously to contest these claims in the event that lawsuits are instituted arising out of these allegations.
BONDHOLDER RISKS AND MARKET FACTORS AFFECTING FINANCINGS
OF THE STATE AND MUNICIPALITIES OF THE STATE
There are certain potential risks associated with an investment in the Bonds, and investors should be
thoroughly familiar with this Official Statement, including its appendices, in order to make an informed investment
decision. Investors should consider, in particular, the following factors:
The Town's credit rating could be affected by circumstances beyond the Town's control. Economic conditions
such as the rate of unemployment and inflation, termination of commercial operations by corporate taxpayers and
employers, as well as natural catastrophes, could adversely affect the assessed valuation of Town property and its
ability to maintain fund balances and other statistical indices commensurate with its current credit rating.
Accordingly, a decline in the Town's credit rating could adversely affect the market value of the Bonds.
In addition, if and when a holder of any of the Bonds should elect to sell a Bond prior to its maturity, there
can be no assurance that a market shall have been established, maintained and be in existence for the purchase and
sale of any Bonds. The price or principal value of the Bonds is dependent on the prevailing level of interest rates.
If interest rates should increase, the price of a bond or note may decline causing the bond or noteholder to potentially
incur a capital loss if such bond or note is sold prior to its maturity.
The financial condition of the Town as well as the market for the Bonds could be affected by a variety of
factors, some of which are beyond the Town's control. There can be no assurance that adverse events in the State,
including, for example, the seeking by a municipality of remedies pursuant to the Federal Bankruptcy Act or
otherwise, will not occur which might affect the market price of and the market for the Bonds. If a signifcant default
or other financial crisis should occur in the affairs of the State or any of its agencies or political subdivisions thereby
further impairing the acceptability of obligations issued by borrowers within the State, both the ability of the Town
•
15
to arrange for additional borrowings and the market for and market value of outstanding debt obligations, including
the Bonds, could be adversely affected. •
The Town is dependent in part on financial assistance from the State. If the State should for any reason delay
in making State aid payments to municipalities and school districts in the State, including the Town, in this year or
future years, the Town may be affected by such delay until such State aid payments are made. In addition, there is
no assurance that such aid will be continued at current levels in the future. If State aid to the Town does continue,
any unexpected reductions or delays in the receipt thereof might temporarily delay payment by the Town of its
anticipated and budgeted expenditures, including the payment of debt service on outstanding bonds (see "Finances
of the Town" and "Revenues" herein).
Future amendments to applicable statutes affecting the treatment of interest paid on municipal bonds,
including the Bonds, for income taxation purposes could have an adverse effect on the market value of the Bonds (see
"Tax Matters" herein).
TAX MATTERS
Opinion of Bond Counsel
In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel, under existing statutes and court decisions
and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is excluded
from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986,
as amended (the "Code"), and (ii) interest on the Bonds 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 on
such corporations. The tax certificate of the Town (the "Tax Certificate"), which will be delivered concurrently with
the delivery of the Bonds will contain provisions and procedures relating to compliance with applicable requirements
of the Code. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and
statements of reasonable expectations made by the Town in connection with the Bonds, and Bond Counsel has
assumed compliance by the Town with certain ongoing covenants to comply with applicable requirements of the Code
to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code.
In addition, in the opinion of Bond Counsel, under existing statutes, interest on the Bonds is exempt from
personal income taxes of New York State and its political subdivisions, including The City of New York.
Bond Counsel expresses no opinion regarding any other Federal or state tax consequences with respect to the
Bonds. Bond Counsel renders its opinion under existing statutes and Court decisions as of the issue date, and assumes
no obligation to update its opinion after the issue date to reflect any future action, fact or circumstance, or change in
law or interpretation, or otherwise. Bond Counsel expresses 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 Bonds, or under state and local tax law.
Certain Ongoing Federal Tax Requirements and Covenants
The Code establishes certain ongoing requirements that must be met subsequent to the issuance and delivery
of the Bonds in order that interest on the Bonds be and remain excluded from gross income under Section 103 of the
Code. These requirements include, but are not limited to, requirements relating to use and expenditure of gross
proceeds of the Bonds, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate
requirement that certain excess earnings on gross proceeds be rebated to the Federal government. Noncompliance
with such requirements may cause interest on the Bonds to become included in gross income for Federal income tax
purposes retroactive to their issue date, irrespective of the date on which such noncompliance occurs or is discovered.
The Town, in executing the Tax Certificate, will certify 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 the
exclusion of interest on the Bonds from gross income under Section 103 of the Code.
Certain Collateral Federal Tax Consequences
The following is a brief discussion of certain collateral Federal income tax matters with respect to the Bonds.
It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner of a Bond.
Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax
advisors regarding the Federal tax consequences of owning and disposing of the Bonds.
Prospective owners of the Bonds should be aware that the ownership of such obligations may result in
collateral Federal income tax consequences to various categories of persons, such as corporations (including S
corporations and foreign corporations), financial institutions, property and casualty and life insurance companies,
individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned
income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations
16
the interest on which is excluded from gross income for Federal income tax purposes. Interest on the Bonds may be
taken into account in determining the tax liability of foreign corporations subject to the branch profits tax imposed
• by Section 884 of the Code.
Original Issue Discount
"Original issue discount" ("OID") is the excess of the sum of all amounts payables at the stated maturity of
a Bond (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed
rates) over the issue price of that maturity. In general, the "issue price" of a maturity means the first price at which
a substantial amounts of the Bonds of that maturity was sold (excluding sales to bond houses, brokers, or similar
persons ang in the capacity as underwriters, placement agents, or wholesalers). In general, the issue price for each
maturity ofcti Bonds is expected to be the initial public offering price set forth on the cover page of the Official
Statement. Bond Counsel further is of the opinion that, for any Bonds having OID (a "Discount Bond"), OID that
had accrued and is properly allocable to the owners of the Discount Bonds under Section 1288 of the Code is
excludable from gross income for Federal income tax purposes to the same extent as other interest on the Bonds.
In general, under Section 1288 of the code, OID on a Discount Bond accrues under a constant yield method,
based on periodic compounding of interest over prescribed accrual periods using a compounding rate determined by
reference to the yield on that Discount Bond. An owner's adjusted basis in a Discount Bond is increased by accrued
OID for purposes of determining gain or loss on sale, exchange, or other disposition of such Bond. Accrued OID may
be taken into account as an increase in the amount of tax-exempt income received or deemed to have been received
for purposes of determining various other tax consequences of owning a Discount Bond even though there will not
be a corresponding cash payment.
Owners of Discount Bonds should consult their own tax advisors with respect to the treatment of original
issue discount for Federal income tax purposes, including various special rules relating thereto, and the state and local
tax consequences of acquiring, holding, and disposing of Discount Bonds.
Bond Premium
In general, if an owner acquires a Bond for a purchase price (excluding accrued interest) or otherwise at a tax
basis that reflects a premium over the sum of all amounts payable on the Bond after the acquisition date (excluding
certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates), that premium
constitutes "bond premium" on that Bond (a "Premium Bond"). In general, under Section 171 of the Code, an owner
of a Premium Bond must amortize the bond premium over the remaining term of the Premium Bond, based on the
owner's yield over the remaining term of the Premium Bond, determined based on constant yield principles. An
owner of a Premium Bond must amortize the bond premium by offsetting the qualified stated interest allocable to each
interest accrual period under the owner's regular method of accounting against the bond premium allocable to that
period. In the case of a tax-exempt Premium Bond, if the bond premium allocable to an accrual period exceeds the
qualified stated interest allocable to that accrual period, the excess is a nondeductible loss. Under certain
circumstances, the owner of a Premium Bond may realize a taxable gain upon disposition of the Premium Bond even
though it is sold or redeemed for an amount less than or equal to the owner s original acquisition cost. Owners of any
Premium Bonds should consult their own tax advisors regarding the treatment of bond premium for Federal income
tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with
the acquisition, ownership, amortization of bond premium on, sale, exchange, or other disposition of Premium bonds.
Legislation
Legislation affecting municipal bonds is regularly under consideration by the United States Congress. There
can be no assurance that legislation enacted or proposed after the date of issuance of the Bonds will not have an
adverse effect on the tax-exempt status or market price of the Bonds.
DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS
Absence of Litigation
Upon delivery of the Bonds, the Town shall furnish a certificate of the Town Attorney, dated the date of
delivery of the Bonds, to the effect that there is no controversy or litigation of any nature pending or threatened to
restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the
validity of the Bonds or any of the proceedings taken with respect to the issuance and sale thereof or the application
of moneys to the payment of the Bonds, and further stating that there is no controversy or litigation of any nature now
pending or threatened by or against the Town wherein an adverse judgment or ruling could have a material adverse
impact on the financial condition of the Town or adversely affect the power of the Town to levy, collect and enforce
the collection of taxes or other revenues for the payment of the Bonds, which has not been disclosed in this Official
Statement.
•
17
Legal Matters
Legal matters incident to the authorization, issuance and sale of the Bonds will be subject to the final •
ap roving opinion of Hawkins Delafield & Wood LLP, Bond Counsel. Such opiniomwill be available at the time
ofpdehvery of the Bonds and will be to the effect that the Bonds are valid and legally binding general obligations 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 Bonds and
interest thereon without limitation of rate or amount. Said opinion shall also contain further statements to the effect
that (a) the enforceability of rights or remedies with respect to such Bonds may be limited by bankrupptcy, insolvency,
or other laws affecting creditors' rights or remedies heretofore or hereafter enacted, and (b) said law fum has not been
requested to examine or review and has not examined or reviewed the accuracy or sufficiency of the Official
Statement of the Town relating to the Bonds, or any additional proceedings, reports, correspondence, financial
statements or other documents, containing financial or other information relative to the Town which have been or may
be furnished or disclosed to purchasers of the Bonds, and expresses no opinion with respect to such financial or other
information, or the accuracy or sufficiency thereof.
Closing Certificates
Upon the delivery of the Bonds the Purchasers will be furnished with the following items: (i) a Certificate
of the Supervisor of the Town to the eRect that as of the date of this Official Statement an d at all times subsequent
thereto, up to and including the time of delivery of the Bonds, this Official Statement did not and does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein, in the
light of the circumstances under which they were made, not misleading, and further stating that there has been no
adverse material change in the financial condition of the Town since the date of this Official Statement to the date of
issuance of the Bonds; and having attached thereto a cox of this Official Statement; (ii) a Certificate signed by an
officer of the Town evidencing payment for the Bonds; (iii) a Signature Certificate evidencing the due execution of
the Bonds including statements that (a) no litigation of any nature is pending or, to the knowledge of the signers,
threatens. restraining or enjoining the issuance and delivery of the Bonds or the levy and collection of taxes to pay
the principal of and interest thereon, nor in any manner questioning the proceedings and authority under which the
Bonds were authorized or affecting the validity of the Bonds thereunder, (b) neither the corporate existence or
boundaries of the Town nor the title of any of the officers thereof to their respective offices is being contested, and
(c) no authority or proceedings for the issuance of the Bonds have been repealed revoked or rescinded; and (iv) an
Arbitrage and Use of Proceeds Certificate executed by the Supervisor, as described under "Tax Matters".
DISCLOSURE UNDERTAKING
This Official Statement is in a form "deemed final" by the Town for the purposes of Securities and Exchange
Commission Rule 15c2-12. At the time of the delivery of the Bonds, the Town will provide an executed copy of its
"Undertaking to Provide Continuing Disclosure" (the "Undertaking"). Said Undertaking will constitute a written
agreement or contract of the Town for the benefit of holders of and owners of beneficialinterests in the Bonds, to
provide, or cause to be provided:
(1) to (a) each nationally recognized municipal securities information repository ("NRMSIR") and (b) the New
York State Information Depository, if created, ("SID"), (i) certain annual financial information, in a form
generally consistent with the information contained or cross-referenced in this Official Statement under the
headings: "The Town", "Economic and Demographic Information","Indebtedness of the Town", "Discussion
of Financial Matters", "Real Property Tax Information", and "Litigation"; and in Appendix A, on or prior to
the 180th day following the end of each fiscal year, commencing with the fiscal year ending December 31,
2005, including (ii) the audited financial statement, if any, of the Town for each fiscal year commencing with
the fiscal year ending December 31, 2005, unless such audited financial statement, if any shall not then be
available in which case the unaudited financial statement shall be provided and an audited financial statement
shall be delivered to each NRMSIR and to the SID within 30 days after it becomes available and in no event
later than 360 days after the end of each fiscal year;
(2) to (a) each NRMSIR, or to the Municipal Securities Rulemaking Board ("MSRBand to (b) the SID, timely
notice of the occurrence of any of the following events with respect to the Bonds, if material:
(i) principal and interest payment delinquencies; ii) non-payment related defaults; (iii) unscheduled draws
on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements
reflecting financial difficulties; (v) substitution of creditor liquidity providers, or their failure to perform; (vi)
adverse tax opinions or events affectingg the tax-exempt status of the Bonds; (vii) modifications to rights of
Bondholders- (viii) bond calls; (ix) defeasances; (x) release, substitution, or sale of property securing
repayment othe Bonds; and (xi) rating changes.
The Town may provide notice of the occurrence of certain other events, in addition to those listed above, if
it determines that any such other event is material with respect to the Bonds; but the Town does not undertake to
commit to provide any such notice of the occurrence of any material event except those events listed above; and
(3) to (a) each NRMSIR, or to the MSRB, and to (b) the SID, in a timely manner, notice of a failure to provide •
the annual financial information by the date specified.
18
The Town's Undertaking shall remain in full force and effect until such time as the principal of, redemption
premiums, if any, and interest on the Bonds shall have been paid in full. The sole and exclusive remedy for breach
• or default under the Undertaking is an action to compel sppecific performance of the undertakings of the Town, and
no person or entity, including a holder of the Bonds, shall be entitled to recover monetary damages thereunder under
any circumstances. Any failure by the Town to comply with the Undertaking will not constitute a default with respect
to the Bonds.
The Town reserves the right to amend or modify the Undertaking under certain circumstances set forth
therein; provided that, any such amendment or modification will be done in a manner consistent with Rule 15c2-12
as then in effect.
The Town is in compliance with all previous undertakings made pursuant to Rule 15c2-12.
BOND RATINGS
Moody's Investors Service, Inc. ( Moos") will assign their municipal rating of" to the Bonds with
the understanding that upon delivery of the Bonds, a policy insuring the payment when due c` the principal of and
interest on the Bonds will be issued by . Such rating reflects only the view of such rating agency,
and any desired explanation of the sign icitncef of such rating should be obtained from such rating agency. Generally
a rating agency bases its ratings on the information and materials furnished to it and on investigation, studies and
assumptions by the rating agency. There is no assurance that a particular rating will apply for any given period of
time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency on' g1 11 establishin g the
rating, circumstances so warrant. Any downward revision or withdrawal of such ratings could have an adverse affect
on the market price of the Bonds or the availability of a secondary market for such Bonds. Such ratings should not
be taken as a recommendation to but or hold the Bonds.
BOND INSURANCE
As noted herein, timely payyment of the principal and interest on the Bonds will be insured by a municipal
bond insurance policy to be issued by , simultaneously with the delivery of the Bonds. (See Appendix
C: " Municipal Bond Insurance and pecimen Policy" herein).
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The accuracy of the mathematical computations (a) regarding the adequacy of the maturing principal of and
interest earned on the Government Obligations together with the uninvested cash, to pay, when due the principal of
and interest on and redemption premium, if any with regard to the Refunded Bonds on the applicable payment dates
and (b) relating to the determination by Bond 6ounsel of compliance with the regulations and rulings promulgated
under Section 148 of the Code, as amended, will be verified by Causey Demgen & Moore, Inc. Such verification of
the accuracy of the mathematical computations will be based, in part, upon factual information supplied by the Town
and the Underwriter.
UNDERWRITING
Roosevelt & Cross, Incorporated (the "Underwriter") has aggreed, subject to certain conditions to purchase
the Bonds from the Town. The Underwriter's obligations are subject to certain conditions precedent, and the
Underwriter will be obligated to purchase all the Bonds if any of theends are delivered at a purchase price of
$ which represents the aggregate par amount of the Bonds, plus (less) an original ppremium
(discount) o less an underwriting discount of $ The Bonds maybe offered and
sold to certain dea ers me u m dealers depositing such Bonds into umt investment trusts) at prices lower than the
public offering prices asset forth on the cover page hereof. The initial public offering prices maybe changed from
time to time by the Underwriter.
FINANCIAL ADVISOR
Munistat Services, Inc. has assisted the Town as financial advisor in certain matters with respect to the
preparation of this Official Statement.
•
19
ADDITIONAL INFORMATION
Additional information may be obtained upon request from the office of the Supervisor, Town of Southold, •
5309 Route 25, P.O.B. 1179, Southold, New York 11971, telephone number 631/765-1800, or from the office of
Munistat Services, Inc., 12 Roosevelt Avenue, PortJefferson Station, New York 11776, telephone number 631/331-
8888.
Any statements in this Official Statement involving matters of oppinion or estimates, whether or not expressly
so stated, are intended as such and not as representations of fact. No representation is made that any of such
statements will be realized.
TOWN OF SOUTHOLD, NEW YORK
By: s/s JOSHUA Y. HORTON
Supervisor and Chief Fiscal Officer
January 2005
•
20
Balance Sheet
General Fund
Fiscal Year Ending December 31: •
202 2493
ASSETS
Cash and Investments $ 2,767,119 $ 8,436,782
Cash - Restricted 14,835,027 0
Assessments Receivable 59,769,372 0
Accounts Receivable 48,012 1,168
Due From Other Funds 483,788 15,107
Due From Trust Funds 0 342,253
State and Federal Aid Receivables 8,454 13,195
Due From Other Govemments 1,376,893 112,471
Supply Inventory 1,092 1,296
Prepaid Expenses 61,445 69,865
Deposit 10,000 10,000
Total Assets $ 79,361,202 $ 9,002,137
LIABILITIES AND FUND EQUITY
Accounts Payable $ 559,050 $ 792,860
Due to Other Funds 6,154,072 426,211
Due to Other Govemments 54,047,943
Due to Trust Funds 0 595
Due to Compnent Units 1,543,360 0
Deferred Revenues 13,276,067 2,463,059
Total Liabilities 75,580,492 3,682,725
Fund Balances - Reserved:
Insurance claims 227,305 1,033,085
Supply Inventory 1,092 1,296
Prepaid Expenses 61,445 69,865
Fund Balances - Unreserved:
Designated - Ensuing Year's Budget 1,186,000 2,008,000
Undesignated 2,304,868 2,207,166
Total Fund Equity 3,780,710 5,319,412
Total Liabilities and Fund Equity $ 79,361,202 $ 9,002,137
Sources: Audited Financial Report (2002 & 2003)
Table itself NOT audited.
•
A-1
Statement of Revenues, Expenditures and Changes in Fund Balance
General Fund Town Wide
• Fiscal Year Ending December 31:
1249 2444 2441 2992 2403
Revenues:
Real Property Taxes $ 9,433,481 $ 9,720,896 $ 10,965,967 $ 12,237,940 $ 13,247,572
Other Real Property Tax Items 45,256 50,186 55,069 85,244 51,311
Non-Property Tax Items 287,344 494,722 508,130 401,035 401,035
Departmental Income 316,388 276,733 312,033 431,743 315,289
Intergovernmental Charges 148,783 252,820 261,646 214,738 202,917
Use of Money & Property 557,134 578,031 448,483 246,707 201,702
Licenses & Permits 162,543 165,820 198,949 210,863 188,480
Fines & Forfeitures 91,306 88,199 97,609 102,032 107,084
Sale of Property & Comp. for Loss 32,552 282,741 76,471 135,345 56,893
Miscellaneous Local Sources 95,657 86,591 109,026 115,619 133,346
State Aid 1,072,070 847,241 1,465,312 1,698,069 2,225,401
Federal Aid 127,840 96,439 239,649 132,527 146,574
12,370,354 12,940,419 14,738,344 16,011,862 17,277,604
Expenditures:
General Government Support 2,614,425 2,834,652 3,170,906 3,561,142 3,751,469
Public Safety 4,697,762 5,256,819 5,755,775 5,806,827 6,033,207
Public Health 40,548 42,673 33,288 33,288 32,988
Transportation 310,491 340,487 335,583 341,671 398,358
Economic Assistance & Opportunity 642,490 692,957 802,249 730,553 833,501
Culture & Recreation 464,101 - 324,222 356,570 350,121 317,769
Home & Community Services 181,047 242,922 501,790 315,764 228,578
Employee Benefits 2,023,322 2,784,285 2,742,583 3,616,745 2,617,783
Debt Service Principal & Interest 1,180,779 1,262,923 1,402,074 1,550,447 1,007,318
Total Expenditures 12,154,965 13,781,940 15,100,818 16,306,558 15,220,971
Excess (Deficiency) of Revenues Over
Expenditures 215,389 (841,521) (362,474) (294,696) 2,056,633
Operating Transfers In 842,681 491,078 1,650,724 1,780,257 1,392,850
Operating Transfers Out (835,227) (201,638) (1,072,732) (1,021,931) (1,910,781)
Total Other Financing Sources (Uses) 7,454 289,440 577,992 758,326 (517,931)
Excess (Deficiency) of Revenues and Other
Sources Over Expenditures and Other Uses 222,843 (552,081) 215,518 463,630 1,538,702
Fund Balance Beginning of Year 3,430,798 3,653,641 3,101,561 3,317,080 3,780,710
Fund Balance End of Year $ 3,653,641 $ 3,101,560 $ 3,317,079 $ 3,780,710 $ 5,319,412
Source: Audited Annual Financial Reports of the Town (1999-2003)
• Table itself NOT audited.
A-2
Statement of Revenues, Expenditures and Fund Balance
Highway Fund
Fiscal Year Ended December 31: -
1222 2444 2QU 2Q92 2403
Revenues:
Real Property Taxes $ 2,754,859 $ 2,860,230 $ 3,165,059 $ 3,428,570 $ 3,513,902
Other Real Property Tax Items 698 3,126 6,028 11,885 6,428
Non-Property Tax items 304 440 396 3,098
Intergovernmental Charges 0 0 116,821 0 15,573
Use of Money & Property 82,200 113,686 79,827 34,626 18,520 -
Licenses & Permits 2,304 6,830 5,887 10,351 8,231
Sale of Property & Comp. for Loss 3,695 24,839 9,593 0 4,033
Miscellaneous Local Sources 103 0 1,416 25,937 0
Interfund Revenues 9,250 8,858 8,517 4,852 0
State Aid 236,709 225,820 223,305 0 458,686
Federal Aid 0 14,782 0 0 67,699
3,090,122 3,258,611 3,616,849 3,519,319 4,093,072
Expenditures:
Transportation 2,522,866 2,604,822 3,076,012 2,550,776 2,733,518
Employee Benefits 198,211 235,267 281,070 340,172 976,406
Debt Service 83,730 97,514 97,594 88,544 15,128
Total Expenditures 2,794,807 2,937,603 3,454,676 2,979,492 3,725,052
Excess (Deficiency) of Revenues Over
Expenditures 295,315 321,008 162,173 539,827 368,020
Residual Equity Transfer
Operating Transfers In 0 0 0 0 0
Operating Transfers Out (218,824) (287,749) (380,965) (433,271) (60,000)
Total Other Financing Sources (Uses) (218,824) (287,749) (380,965) (433,271) (60,000)
Excess (Deficiency) of Revenues and Other
Sources Over Expenditures and Other Uses 76,491 33,259 (218,792) 106,556 308,020
Fund Balance Beginning of Year 596,550 673,041 706,300 487,508 594,064
Fund Balance End of Year $ 673,041 $ 706,300 $ 487,508 $ 594,064 $ 902,084
Source: Audited Annual Financial Reports of the Town (1999-2003).
A-3
Statement of Revenues, Expenditures and Changes in Fund Balance
Non-Major Governmental Funds (1)
• Fiscal Year Ending December 31:
1224 2000 2141 2042 2993
Revenues:
Real Property Taxes $ 1,736,257 $ 1,615,897 $ 1,584,261 $ 1,465,060 $ 2,197,525
Other Real Property Tax Items 611 942 1,037 1,495 874
Non-Property Tax Items 140,574 135,963 97,680 110,225 117,449
Departmental Income 1,613,316 1,936,837 2,125,493 2,931,896 2,339,227.
Intergovernmental Charges 56,482 57,815 18,444 1,400 1,614
Use of Money & Property 86,234 114,137 88,750 35,650 18,147
Licenses & Permits 127,905 132,605 139,615 139,295 139,620
Fines and Forfeitures 0 0 0 0 49,000
Sale of Property & Comp. for Loss 130,989 126,254 76,928 29,772 44,450
Miscellaneous Local Sources 17,822 8,830 13,462 11,423 230
Interfund Revenues 0 0 2,274 0 0
State Aid 166,049 104,392 102,353 72,935 161,393
Federal Aid 66,199 145,107 210,644 119,380 111,299
Interfund Transfers 0 0 0 0 0
4,142,438 4,378,779 4,460,941 4,918,531 5,180,828
Expenditures:
General Government Support 23,109 43,762 42,052 42,783 134,969
Public Safety 585,926 624,190 786,251 875,307 749,904
Public Health 5,477 5,696 5,924 6,161 6,408
Home & Community Services 2,457,225 2,518,630 0 0 3,230,201
Culture and Reccreation 0 0 2,872,654 2,973,763 0
Employee Benefits 152,157 171,113 188,543 226,380 874,049
Debt Service 341,144 751,624 314,869 624,315 117,562
Total Expenditures 3,565,038 4,115,015 4,210,293 4,748,709 5,113,093
Excess (Deficiency) of Revenues Over
Expenditures 577,400 263,764 250,648 169,822 67,735
Operating Transfers In 40,000 50,000 0 0 0
Operating Transfers Out (204,129) (203,272) (491,624) (375,055) (483,500)
Total Other Financing Sources (Uses) (164,129) (153,272) (491,624) (375,055) (483,500)
Excess (Deficiency) of Revenues and Other
Sources Over Expenditures and Other Uses 413,271 110,492 (240,976) (205,233) (415,765)
Fund Balance Beginning of Year 1,183,785 1,597,056 1,707,548 1,466,572 1,261,339
Fund Balance End of Year $ 1,597,056 $ 1,707,548 $ 1,466,572 $ 1,261,339 $ 845,574
(1) Includes the following funds: General Fund Part Town, Special Grant Fund, East-West Fire Protection Fund, Southold Wastewater Di
Fishers Island Sewer District and Solid Waste Management District.
Source: Audited Annual Financial Reports of the Town (1999-2003).
A-4
BUDGET SUMMARY
Fiscal Year Ending December 31, 2004
Appropriations Less: Less:
and Provisions Estimated Unexpended Amount to be
Eund for Other I Ises Revenues Balance Raised by Tax
General $ 19,445,978 $ 3,475,710 $ 2,008,000 $ 13,962,268
General-Outside Village 1,752,026 980,050 329,000 442,976
Highway-Townwide 2,450 0 112,000 (109,550)
Highway-Outside Village 4,140,182 271,300 239,000 3,629,882
Community Development 164,300 164,300 0 0
Community Preservation Fund 12,470,100 3,550,000 8,920,100 0
Employees Health Plan 2,485,000 2,485,000 0 0
Total-Town $ 40,460,036 $ 10,926,360 $ 11,608,100 $ 17,925,576
East-West Fire Protection District 373,523 0 0 373,523
Fishers Island Ferry District 2,227,000 1,837,000 0 390,000
Solid Waste Management District 3,572,684 1,981,200 36,000 1,555,484
Southold Wastewater District 245,702 91,000 22,000 132,702
Fishers Island Sewer District 20,000 17,700 2,300 0
F.I. Refuse & Garbage District 455,350 0 0 455,350
Orient Mosquito District 70,000 0 0 70,000
Subtotal-Special Districts $ 6,964,259 $ 3,926,900 $ 60,300 $ 2,977,059
Orient-East Marion Park District 21,950 250 0 21,700
Southold Park District 295,000 0 0 295,000
Cutchogue-New Suffolk Park Dist. 141,013 0 0 141,013
Mattituck Park District 407,530 18,800 2,500 386,230
Subtotal-Park Districts $ 865,493 $ 19,050 $ 2,500 $ 843,943
Fishers Island Fire district 335,400 3,400 0 332,000
Orient Fire District 392,280 38,450 0 353,830
East Marion Fire District 391,654 1,570 0 390,084
Southold Fire District 1,162,525 10,000 0 1,152,525
Cutchogue Fire District 998,303 3,500 0 994,803
Mattituck Fire District 1,064,050 0 0 1,064,050
Subtotal-Fire Districts $ 4,344,212 $ 56,920 $ 0 $ 4,287,292
Total-All Districts 12,173,964 4,002,870 62,800 8,108,294
Grand Total $ 52,634,000 $ 14,929 230 $ 11,670,900 $ 26,033,870
Source: Annual Budget of the Town.
A-5 •
BUDGET SUMMARY
Fiscal Year Ending December 31, 2005
and Proio Less: Less:
an
and Provisions ns Estimated Unexpended Amount to be
for Other I Ises Revenues Balance Raised by Tax
General $ 20,823,325 $ 4,235,664 $ 1,978,987 $ 14,608,674
General-Outside Village 1,734,640 975,350 220,517 538,773
Highway-Townwide 2,250 300 125,000 (123,050)
Highway-Outside Village 4,555,946 258,300 369,564 3,928,082
Community Development 164,300 164,300 0 0
Risk Retention Fund 1,045,000 1,045,000 0 0
Community Preservation Fund 10,614,688 3,564,000 7,050,688 0
Employees Health Plan 2,607,000 2,607,000 0 0
Total-Town $ 41,547,149 $ 12,849,914 $ 9,744,756 $ 18,952,479
Fast-West Fire Protection District 418,958 600 5,300 413,058
Fishers Island Ferry District 2,309,000 1,909,000 0 400,000
Solid Waste Management District 3,522,825 2,112,200 120,185 1,290,440
Southold Wastewater District 139,450 2,000 0 137,450
Fishers Island Sewer District 20,000 17,700 2,300 0
F.I. Refuse & Garbage District 599,400 0 0 599,400
Orient Mosquito District 74,650 0 0 74,650
Subtotal-Special Districts $ 7,084,283 $ 4,041,500 $ 127,785 $ 2,914,998
Orient-East Marion Park District 25,000 150 0 24,850
Southold Park District 315,000 0 0 315,000
Cutchogue-New Suffolk Park Dist. 141,000 0 0 141,000
Mattituck Park District 494,730 18,800 70,000 405,930
Subtotal-Park Districts $ 975,730 $ 18,950 $ 70,000 $ 886,780
Fishers Island Fire district 343,400 3,400 0 340,000
Orient Fire District 348,421 2,000 0 346,421
East Marion Fire District 391,030 2,070 0 388,960
Southold Fire District 1,209,775 3,000 0 1,206,775
Cutchogue Fire District 1,482,375 575 0 1,481,800
Mattituck Fire District 1,374,331 0 0 1,374,331
Subtotal-Fire Districts $ 5,149,332 $ 11,045 $ 0 $ 5,138,287
Total-All Districts 13,209,345 4,071,495 197,785 8,940,065
Grand Total $ 54.756,494 $ 16.921,409 $ 9,942,541 $ 27,892,544
Source: Annual Budget of the Town.
• A-6
TOWN OF SOUTHOLD
APPENDIX B
FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
NOTE: SUCH FINANCIAL REPORT AND OPINIONS WERE PREPARED AS OF THE
DATE THEREOF AND HAVE NOT BEEN REVIEWED AND/OR UPDATED IN
CONNECTION WITH THE PREPARATION AND DISSEMINATION OF THIS
OFFICIAL STATEMENT. CONSENT OF THE AUDITORS HAS NOT BEEN
REQUESTED OR OBTAINED.
•
FINANCIAL SECTION
1-2
Independent Auditors' Report
REQUIRED SUPPLEMENTARY INFORMATION
3-11
.....................-1-111
Management's Discussion and Analysis
BASIC FINANCIAL STATEMENTS
Government-Wide Financial Statements 12
13
Statement of Net Assets
Statement of Activities
Fund Financial Statements
Governmental Fund Financial Statements
1415
Balance Sheet and Reconciliation of the Governmental Funds Balance Sheet to
Statement The of Statement of Net Revenues Assets.. Expenditur tur .es.,......and. Changes in Fund Balances and
,
Reconciliation of the Governmental Funds Statement of Revenues, Expenditures,
16-17
And Changes in Fund Balances to the Statement of Activities............
Fiduciary Fund Financial Statements 18
Statement of Fiduciary Net Assets
19-34
Notes to Financial Statements
REQUIRED SUPPLEMENTARY INFORMATION OTHERTHAN MD&A
Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual 35
General Fund 36
Highway Fund
OTHER SUPPLEMENTARY INFORMATION
COMBINING FUND STATEMENTS:
Nonmajor Governmental Funds 37
38
.ues,.......
Combining Balance Sheet
Combining Statement of Revenues, Expenditures, and Changes in Fund Balances- I I
DISCRETLY PRESENTED COMPONENT UNITS
Discretely Presented Component Units:
39
Combining Statement of Net Assets.-..
40
•
Combining statement of Activities
OTHER REPORTS
• Schedule of Expenditures of Federal Awards
Note to Schedule of Expenditures of Federal Awards 42
Report on Compliance and on Internal Control Over Financial
Reporting Based on an Audit of Financial Statements Performed
in Accordance with Government Auditing Standards 43
Report on Compliance with Requirements Applicable to each
Major Program and on Internal Control Over Compliance in
Accordance with OMB Circular A-133 44415
Schedule of Findings and Questioned Costs 46-47
•
ALBRECHT, VIGGIANO, ZURECK
& COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS •
25 SUFFOLK COURT
HAUPPAUGE, NY 11788
(631) 434-9500
INDEPENDENT AUDITORS' REPORT
Honorable Supervisor and Town Board
Town of Southold
Southold, New York
We have audited the accompanying financial statements of the governmental activities, the aggregate
discretely presented component units, each major fund, and the aggregate remaining fund information of the
Town of Southold, New York, as of December 31, 2003, and for the year then ended, which collectively
comprise the Town's basic financial statements as listed in the table of contents- These financial statements
are the responsibility of the Town's management. Our responsibility is to express an opinion on these financial
statements based on our audit.
Except as discussed in the following paragraph, we conducted our audit in accordance with auditing standards
generally accepted in the United States of America and the standards applicable to financial audits contained
in Government Auditing Standards, issued by the Comptroller General of the United States. The financial
statements of the component units presented discretely in these financial statements were not audited in
accordance with Government Auditing Standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
The financial statements supporting the financial activities of the Town of Southold's discretely presented
component units with the exception of one, the Fishers Island Ferry District, were not audited as of the report
date, nor were we able to satisfy ourselves as to those financial activities by other auditing procedures. Those
financial activities represent approximately 48% of the net assets of the discretely presented component units.
The financial statements of the Fishers Island Ferry District were audited by other auditors whose report
thereon have been furnished to us and in our opinion, Insofar as it relates to the amounts included for that one
component unit, is based solely on the reports of the other auditors.
In our opinion, except for the effects of such adjustments if any as might have been determined to be
necessary had the unaudited component units financial statements been audited and based on our audit and
the reports of other auditors, the financial statements referred to above present fairly, in all material respects,
the financial position of the Town of Southold, New York, as of December 31, 2003, and the results of its
operations for the year then ended in conformity with accounting principles generally accepted in the United
States of America.
As described in Note A, the Town has implemented a new financial reporting model, as required by the provisions
of GASB Statement No. 34, Basic Financial Statements-and Management's Discussion and Analysisfor State
and Local Governments.
In accordance with Govemment Auditing Standards, we have also issued our report dated June 8, 2004, on
our consideration of the Town's internal control over financial reporting and on our tests of its compliance with
certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in conjunction with this
report in considering the results of our audit.
The Management's Discussion and Analysis and the budgetary information are not a required part of the basic
financial statements but are supplementary information required by accounting principles generally accepted in
the United States of America. We have applied certain limited procedures, which consisted principally of
inquiries of management regarding the methods of measurement and presentation of the supplementary
information. However, we did not audit the information and express no opinion on it.
-1-
•
Our audit was conducted for the purpose of forming opinions on the financial statements that collectively
comprise the Town of Southold, New York's basic financial statements. The combining and individual fund
financial statements are presented for purposes of additional analysis and are not a required part of the basic
• financial statements. The combining and individual fund financial statements and the schedule of
expenditures of federal awards has been subjected to the auditing procedures applied in the audit of the basic
financial statements of the Town of Southold, New York, and, in our opinion, is fairly presented in all material
respects in relation to the basic financial statements taken as a whole.
The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis
as required by the U.S. Office of Management and Budget Circular A-133, Audits of States and Local
Governments, and non-profit organizations, and is also not a required part of the basic financial statements of
the Town of Southold, New York.
Hauppauge, New York
June 8, 2004
2
•
REQUIRED SUPPLEMENTARY INFORMATION
Management's Discussion and Analysis
•
TOWN OF SOUTHOLD
MANAGEMENT'S DISCU S1ON AND ANALYSIS
December 3
old's financial performance, providing an overview
• The following is a discussion and analysis of the Town of South2003
of the Town's financial activities for the year ended December 31, 2003. Use this section in conjunction with the
Town's basic financial statements. 9 - and Management's Discussion and ASB Statement N ents, establishes Financinew al Statement
requirements for state and local governments. f The new
and e t
reporting requirements
of e previous yea sentedonsequently,s or this 2003 implementation year, the presentation of
presentation
comparative data is not available or required. Comparative data will be available and presented for the 2004
report.
USING THIS ANNUAL REPORT
This report co of a series of financial statements. The Statement Net and the
Statement olf Ac ivitia (onipages 12-13) provide information about the activities of thefTown assalwhole and
present a longer-term view of the Town's governmental activities, these statements tell how these services were financed in the short term as wellFas
statements also report the Town's operations in more
what remains for future spending. Fund financial than the government-wide statements by providing nformation about the Town' mostsignificant funds.dThe
those outside of the lion about activities for which the Town acts solely as a trustee
government-
Oa gent or the bents provide
Reporting the Town as a Whole
The Statement Of Net Assets and the Statement of Activtttes
Statement of Net Assets and ote Statement of better
One of
the most important questions asked as a result of the year's activities. about the
worse off Activities
report Information about the Town as a whole and about is activities in a way that helps answer this question.
These stements include all assets accounting used by most p ivate sectordcoliabilities mpanies. using The Statemen accrual t of basis Activities is significantly dfff ernt than a
typical Statement of Revenues, Expenses, and Changes in Fund Balance. You will notice that expenses are
listed in the first th revenues from that (expense)/ evenue.l The reason for this kind of format is to particular higprogram hlght the pret tive to the financial right. burden of each of the
functions on the Town's taxpayers. It also identifies how much each function draws from the general revenues
or if it is self-financing through fees and grans. All of the current year's revenues and expenses are taken into
account regardless of when cash is received or paid.
These two report the Town's net assets and their respective, net assets- hte difference between assets and liabilities---as one way to measure the Town's financial health
or financial position. Over time, increases or decreases
need to consider others are one financialindicafactorstor whehe r in the Town's net its financial health is improving or erty tang.
such as changes in the Town's property tax base and the condition of the Towns buildings, roads, drainage
and other assets to assess the overall health of the Town.
In the Statement of Net Assets and the Statement of Activities, we divide the Town into two kinds of activities:
ent
Governmental activities - The Town's basic services are reported here, including: general g~~~ and
support; public safety; public health; transportation; economic
sass taxes ndenchisu fees, fins, and
recreation and home and community services. Property
state and federal grants finance these activities. The Town also charges fees to customers to help it
cover the cost of certain services it provides.
Component units - The Town includes 7 separate k legal districts). in is report (one ferry district, these
sanitation district, one mosquito district and four par ) Although legally t ese
e
its scan nciallbe obtained from heir resmpective
• component units" are important because the component is
f
financial statements of the individual administrative offices (Note A).
TOWN OF SOUTHOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS
December 31, 2003 •
Reporting the Town's Most Significant Funds
Fund Financial Statements
The fund financial statements begin on page 14 and provide detailed information about the most significant
funds-not the Town as a whole. Some funds are required to be established by State law and by bond
covenants. However, the Town establishes many other funds to help it control and manage sources of funding
and spending related to specific activities.
The Town's basic services are reported in governmental funds, which focus on how money flows into and out
of those funds and the balances left at year-end that are available for spending. These funds are reported
using an accounting method called modified accrual accounting, which measures cash and all other financial
assets that can readily be converted to cash. The governmental fund statements provide a detailed short-tens
view of the Town's general government operations and the basic services it provides. Governmental fund
information helps you determine whether there are more or fewer financial resources that can be spent In the
near future to finance the Town's programs. We describe the relationship (or differences) between
governmental activities (reported in the Statement of Net Assets and the Statement of Activities) and
governmental funds in a reconciliation that follows these fund financial statements.
The Town as Trustee
Reportmci the Town's Fiduciary Responsibilities
All of the Town's fiduciary activities are reported in a separate Statement of Fiduciary Net Assets on page 18.
We exclude these activities from the Town's other financial statements because the Town cannot use these
assets to finance its operations. The Town is responsible for ensuring that the assets reported in these funds
are used for their intended purposes.
THE TOWN AS A WHOLE
Our analysis below focuses on the net assets and changes in net assets of the Town's governmental activities.
Condensed Statement of Net Assets
Governmental Activities
as of December 31, 2003
Assets
Capital assets $ 76,948,071
Current and other assets 23,970,315
.Total assets 100,918,386
Liabilities
Long-tens liabilities 14,461,033
Other liabilities 17,769,928
Total liabilities 32,230,961
Net assets
Invested in capital assets,
net of related debt 69,872,715
Unrestricted (1,185,290)
Total net assets $ 68,687,425
•
-4-
TOWN OF SOUTHOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS
• December 31, 2003
THE TOWN AS A WHOLE (continued)
The Town's combined net assets changed from the prior year, increasing by $6.2 million from $62.5 million to
$68.7 million. The Town's net assets include $69.9 million invested in capital assets and $1.2 million in
unrestricted deficit.
The deficit balance of unrestricted net assets does not necessarily indicate stress. The deficit balance of
unrestricted net assets arose primarily because of certain factors. The Town, in an effort to maintain present
tax rates, used up cash reserves and borrowed funds as needed. In addition, long-term liabilities which
include compensated absences, early retirement incentives, claims and judgments, the landfill closure and
post closure monitoring will be funded through future budgetary appropriations when they become payable in
future periods.
Changes in Net Assets
Governmental Activities
for the year ended December 31, 2003
Program Revenues
Charges for services $ 7,827,147
Operating grants and contributions 760,118
Capital grants and contributions 2,406,727
10,993,992
General Revenues
Real property taxes 18,958,999
Other, real property tax items 58,613
Non-property tax items 518,484
Interest earnings 205,719
State aid - unrestricted 2,138 006
Other 317,347
22,197,168
Total Revenues 33,191,160
Program Expenses
General government support 5,218,482
Public safety 9,652,286
Public health 41,639
Transportation 6,777,032
Economic assistance and opportunity 1,124,806
Culture and recreation 227,789
Home and community services 3,470,584
Interest on debt 508,605
Total Expenses 27,021,223
Increase in Net Assets $ 6,169,937
•
-5-
TOWN OF SOUTHOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS
December 31, 2003 •
THE TOWN AS A WHOLE (continued)
Net Cost of Services
Governmental Activities
for the year ended December 31, 2003
Total Cost Net Cost
of Services of Services
General government support $ 5,218,482 $ 4,924,406
Public safety 9,652,286 8,947,863
Public health 41,639 32,829
Transportation 6,777,032 6,226,842
Economic assistance and opportunity 1,124,806 762,537
Culture and recreation 227,789 50,799
Home and community services 3,470,584 (5,426,650)
Interest on debt 508,605 508,605
$ 27,021,223 $ 16,027,231
The cost of all governmental activities this year was $27.0 million. The net cost of these services, however,
after subsidized by program revenues including charges for services and program grants, was $16.0 million.
The Town's change in net assets after general revenues of $22.2 million was $6.2 million.
Since this is the first year to report all activties on the accrual basis of accounting, a comparison to the prior
year is not possible (with the exception of the above comparison). However, in future years, this section will
explain the differences between the current and prior year assets, liabilities, and changes in net assets.
Net Cost of Services
Governmental Activities
for the year ended December 31, 2003
Total Cost Program
of Services Revenues
General government support $ 5,218,482 $ 294,076
Public safety 9,652,286 704,423
Public health 41,639 8,810
Transportation 6,777,032 550,190
Economic assistance and opportunity 1,124,806 362,269
Culture and recreation 227,789 176,990
Home and community services 3,470,584 8,897,234
Interest on debt 508,605
$ 27,021,223 $ 10,993,992
•
-6-
TOWN OF SOUTHOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS
• December 31, 2003
THE TOWN AS A WHOLE (continued)
$12,000,000
h?
¦ Expenses y
¦Program Revenues i?
$6,000,000
r
S s
$6,000,000 r
i ~t. v1
Y
K000,000
T
$2,000,000
h
wviti.
General Public saretyP iPublb beattA Transportation Economic c
government Gail and Home and Interest on debt
support assistance and mc,eation cormiuniry
opportunity services
0pelaft capilai9rants Revenue by Source
9r sand am Governmental Activities
conW"ons C.MWUMS
2% 7% For the year ended December 31, 2003
Otlrer 9eroml
yes Real property taxes $ 18,958,999
State aid - unresticted 2,138,006
Charges for services 7,827,147
Other general revenues 1,100,163
Chagas Operating grants and contributions 760,118
se,vlces ROM We 7*
tax t Capital grants and contributions 2,406,727
$ 33,19f,160
State aid -
UnM,Wided
•
-7-
TOWN OF SOUTHOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS
December 31, 2003 •
THE TOWN AS A WHOLE (continued)
THE TOWN'S FUNDS
The general fund balance has increased by $1.5 million due primarily to actual revenues in excess of those
amounts budgeted. Mortgage tax received this year was up from the prior by $551 thousand. The refuse and
garbage fund balance increased by $121 thousand to a fund balance of $224 thousand.
The following schedule presents a summary of the governmental fund - (general, special revenue, and capital
projects) revenues and expenditures for the year ended December 31, 2003, and the amount of change and
percentage of total in relation to the prior year.
Increase %
2003 2002 (Decrease) Change
REVENUES
Real property taxes $ 18,958,999 $ 17,131,570 $ 1,827,429 6.3%
Other real property tax items 58,613 98,624 (40,011) -0.1%
Non-property tax items 518,484 514,358 4,126 0.00/0
Departmental income 2,654,516 3,363,639 (709,123) -2.4%
Intergovernmental charges 4,823,458 4,077,171 746,287 2.60%
Use of money and property 320,963 472,358 (151,395) -0.5%
Licenses and permits 336,331 360,509 (24,178) -0.1%
Fines and forfeitures 156,084 102,032 54,052 0.2%
Sale of property and compensation for loss 121,376 165,117 (43,741) -0.2%
Miscellaneous local sources 211,240 159,982 51,258 02%
Interfund revenues 4,852 (4,852) 0.0%
State aid 4,226,230 2,275,101 1,951,129 6.7%
Federal aid 872,572 251,907 620,665 2.1%
Total Govemmental Fund Revenues 33,258,866 28,977,220 4,281,646 14.8%
EXPENDITURES
General government support $ 3,886,438 $ 3,603,925 $ 282,513 0.9%
Public safety 6,783,111 6,682,130 100,981 0.3%
Public health 39,396 39,449 (53) 0.0%
Transportation 3,131,876 2,892,447 239,429 0.7%
Economic assistance and opportunity 833,501 730,553 102,948 0.3%
Culture and recreation 3,547,970 3,289,527 258,443 0.8%
Home and community services 228,578 350,121 (121,543) -0.4%
Employee benefits 4,468,238 4,183,297 284,941 0.9%
Capital 5,801,066 9,059,320 (3,258,254) -9.8%
Debt service principal and interest 1,171,737 2,263,306 (1,091,569) -3.3%
Total Governmental Fund Expenditures $ 29,891,911 $ 33,094,075 $ (3,202,164) -9.6%
GENERAL FUND BUDGETARY HIGHLIGHTS
Over the course of the year the Town Board revises the budget as needed so that expenditures do not exceed
appropriations. In all Town funds, various transfers between appropriations were approved for this purpose.
•
-8-
TOWN OF SOUTHOLD
MANAGEMENTS DISCUSSION AND ANALYSIS
• December 31, 2003
CAPITAL ASSET AND DEBT ADMINISTRATION
Capital Assets
As of December 31, 2003 the Town had $76.9 million in net capital assets including land, buildings,
improvements, machinery and equipment, and infrastructure. The Town's component units had $9.7 million in
net capital assets including land, buildings, improvements, machinery and equipment, and sewer mains.
Capital Assets at December 31,
Primary government 2003 2002
Land 31,253,329 $ 27,778,470
Construction in progress 3,066,170
Buildings 4,352,714 4,102,824
Improvements other than buildings 10,585,564 9,080,465
Machinery and equipment 8,118,119 7,650,557
Infrastructure 68,977,685 67,938,222
Total capital assets 126,353,581 116,550,538
Less accumulated depreciation 49,405,510 45,905,974
Primary government - Total net capital assets $ 76,948,071 $ 70,644,564
Component units
Land $ 2,213,759 $ 2,213,759
Buildings 3,361,906 3,341,126
Improvements other than buildings 3,916,748 3,521,031
Machinery and equipment 2,959,367 2,922,606
Infrastructure 2,121,386 2,121,386
Total capital assets 14,573,166 14,119,908
Less accumulated depreciation 4,837,344 4,453,467
Component units - Total net capital assets $ 9,735,822 $ 9,666,441
•
-9-
TOWN OF SOUTHOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS
December 31, 2003 •
CAPITAL ASSET AND DEBT ADMINISTRATION (continued)
Capital Assets (continued)
The capital program is a long range financing guide and not a definitive plan. Each appropriation must be
authorized by Town Board resolution before being undertaken. Each may be financed by issuance of general
obligation bonds, which, at times, are preceded by issuance of bond anticipation notes for various periods of
time depending on the probable usefulness of the purpose of expenditure. The following sets forth a summary
of the Town's capital program, as originally adopted for 2004.
(Dollars in thousands):
Equipment 2004 2005
General Fund $ 617 $ 16
Highway Fund 400 310
Special Districts 575
Total Equipment $ 1,592 $ 326 -
Improvements
General Fund $1,077
Special Districts 2,110
Total improvements $3,187
Total Program $4,779 $ 326
Additional information on the Town's capital assets can be found in Note C.3 to the financial statements.
Debt Administration
The Town of Southold's A2 credit rating from Moody's investment rating has remained unchanged.
Debt Limit - The Town has the power to contract indebtedness for any Town purpose so long as the principal
amount thereof, subject to certain limited exceptions, shall not exceed seven percent of the average full
valuation of taxable real estate of the Town, and subject to certain enumerated exclusions and deductions
such as water and certain sewer facilities and cash or appropriations for current debt service.
The constitutional method for determining full valuation is calculated by taking the assessed valuation of
taxable real estate as shown upon the latest completed assessment roll and dividing the same by the
equalization rate as determined by the State Board of Equalization and Assessment The State Legislature is
required to prescribe the manner by which such ratio shall be determined. Average full valuation is
determined by taking the sum of the full valuation of the last completed assessment roll and the four preceding
assessment rolls and dividing such sum by five. Percentage of debt contracting power exhausted at December
31, 2003 was 2.05%.
At December 31, 2003, the Town had approximately $6.9 million in long term general obligation bonds
outstanding, of which $6.9 million was for general Town purposes. Also outstanding at year-end were bond
anticipation notes in the amount of $14.8 million of which $10.6 million was for general Town purposes.
Additional information on the Town's debt activity can be found in Note CA to the financial statements.
•
-10-
TOWN OF SOUTHOLD
MANAGEMENTS DISCUSSION AND ANALYSIS
• December 31, 2003
ECONOMIC FACTORS AND NEXT YEAR'S BUDGETS AND RATES
Property Tax
The Town has adopted a budget for the 2003 fiscal year which factors in inflation and other adjustments to
revenues and expenditures as well as prior year positive and negative fund balances. The 2003 budget
includes an overall increase in real property tax revenues from the prior year of approximately 10.68% for the
general Town governmental activities.
State Aid and Local Assistance
The Town receives financial assistance from New York State and from Suffolk County. During 2003, financial
assistance included state aid - mortgage tax of $2.1 million; state aid - per capita $72.5 thousand and County
local government assistance of $160.9 thousand. Additionally, if the State should not adopt its budget in a
timely manner, municipalities and school districts in the State, including the Town, may be affected by a delay
in the payment of state aid. The State is not constitutionally obligated to maintain or continue state aid to the
Town. The Town's 2004 budget included similar amounts for this financial assistance.
Retirement System
The New York State Employees Retirement System, having suffered some adverse effects of the weak stock
market conditions, was expected to require payments in excess of amounts the State had originally anticipated
for the year ended 2003. When establishing the 2003 budget, the Town had anticipated these excess
payments. However, due to a change in the billing cycle, the State was able to hold the contribution rates to
those the State had originally anticipated. The Town subsequently re-appropriated that budgeted but
unexpended excess payment in the 2004 budget The State's new billing cycle will require a minimum
contribution rate of 4.5%. Employer contribution for subsequent years will be based on the Russell 3000
performance as of April 1 of the preceding two years.
In 2003 the Town of Southold adopted the New York State Early Retirement Incentive Program as authorized
by Chapter 69 of the Laws of 2002. The option to retire early ran through December 31, 2002. The eligibility
varied based on tier, age and years of service, but all options required that the employees be at least fifty (50)
years of age and being vested in the New York State Retirement System. As part of its contractual
agreements with the unions, the Town of Southold also offers fully paid health insurance benefits (but not
welfare benefits) for the retiree and their present spouse until death of the retiree.
CONTACTING THE TOWN'S FINANCIAL MANAGEMENT
This financial report is designed to provide our citizens, taxpayers, customers, and creditors with a general
overview of the Town's finances and to show the Town's accountability for the money it receives. If you have
questions about this report or need additional financial information, contact the Town of Southold, Office of the
Town Comptroller, Southold, New York.
•
-11-
TOWN OF SOUTHOLD
GOVERNMENT-WIDE FINANCIAL STATEMENT
• STATEMENT OF NET ASSETS
December 31, 2003
Primary
Governmental Component
Activities Units
ASSETS
Current Assets:
Cash and investments $ 21,624,970 $ 3,245,231
Accounts receivable, net of allowances 129,301 4.254
Due from fiduciary funds 498,377
Due from other governments 725,051
Due from primary government 464,236
State and federal aid receivables 753,091 487,075
Prepaid charges 228229 16,691
Inventory of material and supplies 1,296
Other assets 10,000
Total Current Assets 23,970,315 4,211,487
Non-Current Assets:
Non-depreciable capital assets 34,319,499 2,213,759
Depreciable capital assets, net of depreciation 42,628,572 7,522,063
Total Non-Current Assets 767948,071 9,735,822
Total Assets 100,918,386 13,947,309
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities 2,021,418 868,938
Accrued interest payable 134,271 12,041
Bond anticipation notes payable 10,576,000 4,192,302
Due to other governments 447
Due to fiduciary funds 71,020
Unearned revenue 4,268,259 307,895
Non-current liabilities due within one year 642,431 32,569
General obligation bonds payable
Due to Employees Retirement System 38,742
Compensated absences 17.787
Total Current liabilities 17,769,928 5,414,192
Noncurrent Liabilities:
General obligation bonds payable 6,242,429 32,571
Due to Employees Retirement System 135,834
Compensated absences 5,165,082
Claims and judgements payable 1,000,000
Estimated liability for landfill closure
and postclosure care costs 1,917,688
Total Non-Current Liabilities 14,461,033 32,571
Total Liabilities 32,230,961 5,446,763
NET ASSETS
Investment in capital assets, net of related debt 69,872,715 7,206,528
Unrestricted (1,185,290) 1,294,018
• Total Net Assets $ 68,687,425 $ 8,500,546
See notes to the financial statements
-12-
TOWN OF SOUTHOLD
GOVERNMENT-WIDE FINANCIAL STATEMENT
STATEMENT OF ACTIVITIES
Year ended December 31, 2003
Program Revenues Net Expenses and Change in Net Assets
pembng Capital
Charges for Grants and Grants and Primary Component
Function/Program Expenses Services Contributions Contributions Government Units
PRIMARY GOVERNMENT
Government Activities:
General government support $ 5,218,482 $ 167,637 $ 110,439 $ 16,000 $ 4,924,406
Public safety 9,652,286 558,947 145,476 6,947,863
Public health 41,639 8,810 32,829
Transportation 6,777,032 8,231 78,982 462,977 6,226,842
Economic assistance and opportunity 1,124,806 158,430 203,839 762,537
Culture and recreation 227,789 176,990 50,799
Home and community services 3,470,584 6,756,912 212,572 1,927,750 (5,426,650)
Interest on debt 506 605 508,605
Total Primary Government $ 27,021,223 $ 7,827,147 $ 760,118 $ 2,406,727 $ 16,027,231
COMPONENT UNITS
General government support $ 105,446 - $ 105,446
Public health 66,961 $ 5,246
81,715
Transportation 3,486,299 1,716,565 $ 5,850 $ 549,718 1,214,366
Culture and recreation 808,987 20,000 788,98T
Home and community services 365,392 20,597 196,843 147.952
Interest on debt 24,587
24,567
Total Component Units $ 4,857,672 $ 1,742,408 $ 25,650 $ 746,561 $ 2,343,053
GENERAL REVENUES
Real property taxes $ 18,958,999 $ 1,595,730
Other real property tax items 58,613 200
Non-property tax Items 518,484
Interest eamings 205,719 46,952
State aid 2,138,006
Other 317,347 131,436
Total General Revenues 22,197,168 1,774,318
Change in Net Assets - 6,169,937 (568,735)
Net Assets at Beginning of Year 62,517,488 9,069,281
Net Assets at End of Year $ 68,687,425 $ 8,500,546
See notes to financial statements,
-13-
TOWN OF SOUTHOLD
• BALANCE SHEET
GOVERNMENTALFUNDS
December 31, 2003
MAJOR GOVERNMENTAL FUNDS Non-Major
Capita Governmental
General Highway Projects Funds Totals
ASSETS
Cash and Investments $ 8,436,782 $ 1,569,090 $ 9,673,846 $ 1,945,252 $ 21,624,970
Accounts Receivable 1,168 1,154 31,004 95,975 129,301
Due from Other Funds 15,107 3,469 194,719 230,623 - 443,918
Due from Trust Funds 342,253 83,198 6,830 66,096 498,377
State and Federal Aid Receivable 13,195 49,843 601,310 88,743 753,091
Due from Other Governments 112,471 577,529 35,051 725,051
Supply Inventory 1,296 - 1,296
Prepaids 69,865 1,320 -71,185
Deposit 10,000 10,000
Total Assets $ 9,002,137 $ 1,706,754 $ 11,085,238 $ 2,463,060 $ 24,257,189
LIABILITIES AND FUND BALANCES
LIABILITIES
Accounts Payable $ 792,860 $ 185,976 $ 304,734 $ 342,848 $ 1,626,418
Retained Percentages 395,000 395,000
Bond Anticipation Notes Payable 10,576,000 10,576,000
Due to Ogler Funds 426,211 2,601 15,106 443,918
Due to Trust Funds 595 70,425 71,020
Deferred Revenue 2,463,059 616,093 1,189,107 4,268,259
Total Liabilities 3,682,725 804,670 11,275,734 1,617,486 17,380,615
FUND BALANCE
Fund Balances - Reserved:
Supply Inventory 1,298
Prepaids 69,865 1'296
1,320 71,185
Insurance Claims 7,033,085 1,033,085
Fund Balance (Deficit) - Unreserved: 112,000 112,000
Designated - Ensuing Years Budget 2,008,000 239,000 329,000 2,576,000
Undasignated 2,207,166 551,084 (190,496) 515,254 3,083,008
Total Fund Equity(Defidt) 5,319,412 902,084 (190,496) 845,574 - 6,876,574
Total Liabilities and Fund Equity(Deficit) $ 9,002,137 $ 1,706,754 $ 11,085,238 $ 2,463,060 $ 24257,189
• See notes to the financial statements.
-14-
TOWN OFSOUTHOLD
RECONCILIATION OF THE GOVERNMENTAL FUNDS BALANCE SHEET TO THE •
STATEMENT OF NET ASSETS
As of December 31, 2003
Total Fund Balances - Governmental Funds $ 6,876,574
Amounts reported for govermental activities in the
Statement of Net Assets are different because:
Capital assets less accumulated depreciation are
included in the Statement of Net Assets:
Capital assets - non-depreciable $34,319,499
Capital assets - depreciable 92,034,082
Accumulated depreciation (49,405,510)
76,948,071
Long-term liabilities applicable to the Town's
governmental activities are not due and payable
in the current period and accordingly are not
reported in the funds. However these liabilities
are included in the Statement of Net Assets:
General obligation bonds payable (6,884,860)
Due to Employees Retirement System (174,576)
Compensated absences (5,182,869)
Claims and judgements payable (1,000,000)
Estimated liability for landfill closure
and postclosure care costs (1,917,688)
(15,159,993)
Prepaid items included in the Statement of Net Assets 157,044
Interest payable applicable to the Town's governmental
activities are not due and payable in the current period
and accordingly are not reported in the funds. However
these liabilities are included in the Statement of Net Assets. (134,271)
Net Assets of Governmental Activities $ 68,687,425
See notes to financial statements. •
-15-
TOWN OF SOUTHOLD
• STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES
GOVERNMENTAL FUNDS
For the year ended December 31, 2003
MAJOR GOVERNMENTAL FUNDS Non-Major
Capital Governmental
REVENUES General Highway Proiects Funds Totals
Real Property Taxes $ 13,247,572 $3,513,902
Other Real Property Tax items $2,197,525 $ 18,958,999
51,311 6,428 874 58,613
Departmental rty InTax to ems 401,035 117,449 518,484
•
Intergovernmental enttal Charges 315,289 2,339,227 2,654,516
govearges 202,917 15,573 $4,603,354 1,614 4,823,458
Use of Money and Property 201,702 18,520 82,594 18,147
Licenses and Permits 320,963 Fines and Forfeitures 188,480 8,231 139,620 336,331
Sale Property ty and 107,084 49,000 156,084
Miscellaneous Local Sources Compensation for Loss 56,893 4,033 16,000 44,450 121,376
ources
State Aid 133,346 77,664 230 211,240
2,225,401 458,686 1,380,750 161,393 4,226,230
Federal Aid 146,574 67,699 547.000 111,299 872,572
EXPENDITURES Total Revenues 17,277,604 4,093,072 6,707,362 5,180,828 33,258,866
Current
General Government Support 3,751,469
Public Safety 134,969 3,886,438 Public Health 6,033,207 32,988 749,904 6,783,111
Transportation 398,35358 2,733,518 6,408 39,396
EGOWrMc Assistance and Opportunity 898, 3.131,876
Home and Community Services 317,769 833,501
Culture and Recreation 3.230.201 3,547,970
Employee Benefits 228,578 228,578
Capital Outlay 2,617,783 976,406 874,049 4,468,238
Interest 5,801.066 5,801,066
1,007,318 15,128 31,729 117,562 1,171,737
Excess Total Expenditures 15,220,971 3,725,052 5,832,795 5,113,093 29,891,911
(Deficiency) of Revenues Over
Expenditures 2,056,633 368,020 874,567 67,735 3,366,955
Other Financing Sources (Uses)
Transfers In 1,392,850 1,061,431
Transfers out 2,454,281
) (1,910,781) (60.000) (483.500) _ (2,454,281)
Total Other Financing Sources (Uses
(517,931) (60,000) 1,061,431 (483 500) -0-
Excess (Deficiency) of Revenues and O(
Sources Over Expenditures and Other Uses 1,538,702 308,020 1,935,998 (415,765) 3,366,955
Fund Balance at Beginning of Year 3,780,710 594,064 (3,645,679) 1,261,339 1,990 434
Prior Period Adjustment 11519,185
Fund Salances(Deficit) at End of Year $ 5,319,412 $ 902,084 $ (190,496) $ 845,574 1.519,185
$ 6,876,574
• See notes to the financial statements.
-16-
TOWN OF SOUTHOLD
RECONCILIATION OF THE GOVERNMENTAL FUNDS STATEMENT OF REVENUES, •
EXPENDITURES AND CHANGES IN FUND BALANCES TO THE STATEMENT OF ACTIVITIES
December 31, 2003
Net Change in Fund Balance $ 3,366,955
Governmental funds report capital outlays as expenditures. However, in
the Statement of Activities the cost of those assets is allocated over their
estimated useful lives and reported as depreciation expense. The amount
by which capital outlay exceeds depreciation in the current period is:
Capital outlay $ 9,942,859
Depreciation expense (3,571,646)
Loss on dispositions (67,706)
6,303,507
Some expenses reported in the Statement of Activities do not require
the use of current financial resources and therefore, are not reported as
expedituresin governmental funds:
Prepaid charges 157,044
The issuance of long-term debt and increase in obligations under capital
leases provides current financial resources to governmental funds, while the
repayment of the principal of long term debt and capital leases consumes
the current financial resources of governmental funds.
Neither transaction has any effect on net assets.
Repayment of bond principal 632,429
Due to Employees Retirement System (174,576)
Compensated absences (2,228,437)
Estimated liability for landfill closure
and postclosure care costs (1,917,688)
Accrued interest payable 30,703
Change in Net Assets of Governmental Activities $ 6,169,937
See notes to financial statements. •
-17-
• TOWN OF SOUTHOLD
STATEMENT OF FIDUCIARY NET ASSETS
December 31, 2003
Fishers Island
ASSETS Town Ferry District Totals
'
Cash and investments $ 10,433,163 $ 121,469 $10,554,632
Other receivables 55,160 55,160
Due from other funds 71,020 71,020
Total Assets $ 10,504,183 $ 176,629 110,680,812
LIABILITIES
Due to other funds $ 498,377 $ 498,377
Due to school districts 8,989,713 8,989,713
Due to component units 307,895 $ 156,341 464,236
Due to other governments 1,634 1,634
Other liabilities 5,642 5,642
Deposits held 700,922 20,288 721,210
Total Liabilities $ 10,504,183 $ 176,629 $10,680,812
• See notes to financial statements.
-18-
TOWN OF SOUTHOLD
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 •
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Town of Southold (the "Town"), which was established in 1640, is governed by Town Law and other
general laws of the State of New York and various local laws. The Town Board is the legislative body
responsible for overall operations. The Town Board consists of the Supervisor who is elected for a term
of two years and five council members who are elected for terms of four years. The Town Board appoints
the Town Attorney, Comptroller and the Commissioner of Public Works whose terms are fixed by Town
Law. The Town Clerk and Receiver of Taxes are elected and serve for four years, respectively. The
Town provides a full range of municipal services, including public safety, transportation, home and
community services, public works and road maintenance, recreation and parks, and general and
administrative services.
The financial statements of the Town of Southold have been prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP) as applied to governmental units.
The Govemmental Accounting Standards Board (GASB) is the accepted standard setting body for
establishing governmental accounting and financial reporting principles.
in June 1999, the Governmental Accounting Standards Board (GASB) unanimously approved
Statement No. 34, Basic Financial Statements-and Management's Discussion and Analysis--for
State and Local Governments. Significant changes in the Statement include the following:
For the first time the financial statements include:
• A Management Discussion and Analysis (MD&A) section providing an analysis of the Town's
overall financial position and results of operations-
• The financial statements are prepared using full accrual accounting for all of the Town's activities,
including the recording of depreciation expense for all capital assets.
• A change in the fund financial statements to focus on the major funds.
These and other changes are reflected in the accompanying financial statements (including notes to
financial statements). The Town has elected to implement the general provisions of the Statement in
the current year.
The more significant of the govemmenfs accounting policies are described below.
1. REPORTING ENTITY
The financial reporting entity consists of: (a) the primary government, which is the Town of
Southold; (b) organizations for which the primary government is financially accountable; and (c)
other organizations for which the nature and significance of their relationship with the primary
government are such that exclusion would cause the reporting entity's financial statements to be
misleading or incomplete as set forth in GASB Statement No. 14.
The decision to include a potential component unit in the Town of Southold reporting entity is based
on several criteria set forth in GASB Statement No. 14 including legal standing, dependency and
financial accountability. Based on the application of these criteria, the following is a summary of
certain entities considered in determining the Town of Southold's reporting entity.
Certain special districts of the Town of Southold provide sanitation, ferry, and park services to
residents and businesses within the districts. These special districts are organized under New
York State Town law and have separately elected boards. Special districts cannot issue bonded
debt without the approval and the backing of the full faith and credit of the Town. Budgets and tax
rates are approved by the Town. Tax levies of the special districts are collected by the Town
Receiver of Taxes. As a result of this fiscal dependency, the Town is financially accountable for
these special districts. Accordingly, these special districts have been determined to be component
units of the Town and are presented discretely in a separate column in the combined financial
statements to emphasize that they are legally separate from the primary government. Condensed
financial statements, along with the addresses of the administrative office for these component
units, are presented in Note A.
-19-
TOWN OF SOUTHOLD
• NOTES TO FINANCIAL STATEMENTS
December 31, 2003
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2. BASIS OF PRESENTATION
The Town's basic financial statements include both government-wide (reporting the Town as a
whole) and fund financial statements (reporting the Town's major funds).
Government-wide Financial Statements
The government-wide financial statements reports information on the Town as a whole, except
fiduciary activities, with separate columns for the primary governmental activities as well as the
discretely presented component units.
In the government-wide Statement of Net Assets, the Town's govemmental activities are
presented on a consolidated basis and are reported on a full accrual, economic resource basis,
which recognizes all long-term assets and receivables as well as long-tern debt and obligations.
The Town's net assets are reported in three parts-investments in capital assets, net of related
debt; restricted net assets; and unrestricted net assets.
The government-wide Statement of Activities reports both the gross and net cost of each of the
Town's functional categories (public safety, transportation, home and community services, etc.),
which are otherwise supported by general government revenues (property, sales and use taxes,
certain intergovernmental revenues, fines, permits and charges, etc.). The Statement of
Activities reduces gross expenses (including depreciation), by related program revenues and
operating and capital grants, to produce the net cost of each program. Program revenues
include (a) charges for services and (b) operating and capital grants and contributions that are
directly associated with the function. Operating grants include operating-specific and
discretionary (either operating or capital) grants while the capital grants column reflects capital-
specific grants. The net costs (by function) are normally covered by general revenue (property,
taxes, intergovernmental revenues, interest income, etc). As a general rule the effect of
interfund activity has been eliminated in general purpose financial statements.
This government-wide focus is more on the sustainability of the Town as an entity and the
change in the Town's net assets resulting from the current year's activities.
Fund Financial Statements
The fund financial statements are similar to the financial statements presented in the previous
model. The new emphasis is on the major funds in the fund financial statements. Non-major funds
are summarized into a single column.
The accounts of the Town are organized on the basis of funds, each of which is considered a
separate accounting entity. The operations of each fund are accounted for with a separate set of
self-balancing accounts that comprise its. assets, liabilities, fund balances, revenues, and
expenditures, which are segregated for the purpose of carrying on specific activities or attaining
certain objectives in accordance with special regulations, restrictions or limitations. The various
funds are presented by type in the fund financial statements. Accordingly, the Town maintains the
following fund types:
Governmental Funds - Governmental funds are those through which most governmental
functions are financed. The acquisition, use and balances of expendable financial resources and
the related liabilities are accounted for through governmental funds. The measurement focus of
the governmental funds is upon determination of financial position and changes in financial
position. Governmental funds are further classified as major and nonmajor funds.
•
-20-
TOWN OF SOUTHOLD
NOTES TO FINANCIAL STATEMENTS •
December 31, 2003
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2. BASIS OF PRESENTATION (continued)
Fund Financial Statements (continued)
The Town reports the following major governmental funds:
General Fund - is the principal operating fund of the Town. This fund is used to account for all
financial resources except those required to be accounted for in other funds.
Highway Funds - To maintain and operate highways.
Capital Proiects Fund - used to account for financial resources to be used for the acquisition or
construction of major capital facilities (other than those financed by special assessment funds
and trust funds).
Additionally, the Town reports the following nonmajor funds:
Special Revenue Funds - are used to account for the proceeds of speck revenue sources (other
than major capital projects) that are legally restricted to expenditures for specified purposes.
Special Revenue Funds include the following:
General Fund Part Town - To provide general services outside the Village of Greenport.
Special Grant Fund - Segregate and account for projects funded by Community
Development revenue.
Special District Funds - To provide special services to areas that encompass less than the
whole town.
Fiduciary Funds - Fiduciary Funds are used to account for assets held by the Town in a trustee or
custodial capacity.
Agency Fund - is for money (and/or property) received and held in the capacity of trustee,
custodian or agent.
Discretely Presented Component Units
Certain special districts that have separately elected boards provide transportation, park, mosquito
control, and sanitation services to residents and businesses within these districts, and follow
government fund accounting principles. These districts, which are accounted for as discretely
presented component units, are as follows:
These districts include the following:
The Fishers Island Ferry District, established in 1947
Orient Mosquito District, established in 1916
Fishers Island Garbage and Refuse District, established in 1952
Cutchogue-New Suffolk Park District, established in 1953
Orient-East Marion Park District, established in 1969
Southold Park District, established in 1907
Mattituck Park District, established in 1941
•
-21-
TOWN OF SOUTHOLD
NOTES TO FINANCIAL STATEMENTS
December 31, 2003
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2. BASIS OF PRESENTATION (continued)
Complete financial statements of these component units can be obtained from their respective
administrative offices:
Orient Mosquito District Fishers Island Garbage
Main Road & Refuse District
Orient, NY 11957 Fishers Island, NY 06390
Cutchogue-New Suffolk Orient-East Marion
Park District Park District
P.O. Box 311 Route 25
Cutchogue, NY 11935 Orient, NY 11957
Southold Park District Mattiluck Park District
P.O. Box 959 P.O. Box 1413
Southold, NY 11971 Mattituck, NY 11952
Fishers Island Ferry District
Main Street
Southold, NY 11971
3. BASIS OF ACCOUNTINGIMEASUREMENT FOCUS
Measurement focus refers to what is being measured whereas the basis of accounting refers to
when revenues and expenditures are recognized in the accounts and reported in the financial
statements. Basis of accounting relates to the timing of the measurement made, regardless of the
measurement focus applied.
In the government-wide statements, governmental activities are presented using the economic
resources measurement focus and are presented using the accrual basis of accounting. Under the
accrual basis of accounting, revenues are recognized when earned and expenses are recorded
when the liability is incurred or economic asset used. Revenues, expenses, gains, losses, assets,
and liabilities resulting from exchange and exchange-like transactions are recognized when the
exchange takes place.
In the funds statements, governmental funds use a current financial resources measurement focus
and are accounted for using the modified accrual basis of accounting. Under the modified accrual
basis of accounting, revenues are recognized when susceptible to accrual (measurable and
available to finance current operations). "Measurable" means the amount of the transaction can be
determined and "available" means collectible within the current period or soon enough thereafter to
pay liabilities of the current period. The Town considers all revenues available if they are collected
within 60 days after the year end. Revenues susceptible to accrual include Suffolk County local
assistance at year end on behalf of the Town, franchise fees, and charges for services,
intergovernmental revenues and operating transfers. Permits, fees, and other similar revenues are
not susceptible to accrual because generally they are not measurable until they are received in
cash. In those instances where expenditures are the prime factor in determining eligibility for state
and federal grants, revenues are recognized when the expenditure is incurred. In the Capital
Projects Fund, long-term debt is recognized as revenue upon receipt of the proceeds.
Expenditures are recorded on the accrual basis except that (a) expenditures for prepaid expenses
are recognized when incurred; (b) principal and Interest on indebtedness are recognized as
expenditures when due; (c) compensated absences, such as vacation and sick leave, which vest or
accumulate, are charged as expenditures when paid.
•
-22-
TOWN OFSOUTHOLD
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 •
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
3. BASIS OF ACCOUNTING/MEASUREMENT FOCUS (continued)
Encumbrance accounting, under which purchase orders, contracts and other commitments are
recorded for budgetary control purposes in order to reserve that portion of the applicable
appropriation, is employed in the governmental funds. Appropriations for all governmental funds
except the capital projects fund lapse at year-end. However, encumbrances reserved against fund
balances are re-appropriated in the ensuing year. Encumbrances are reported as reservations of
fund balances since they do not constitute expenditures or liabilities. Expenditures for such
commitments are recorded in the period in which the liability is incurred.
4. ASSETS, LIABILITIES AND FUND EQUITY
RECEIVABLES
Receivables include amounts due from Federal, State, and other governments or entities for
services provided by the Town. Receivables are recorded and revenues recognized as earned or
as specific program expenditures are incurred.
INVENTORY - MATERIALS AND SUPPLIES
Inventory in the general and special revenue funds is valued at cost. Inventory in these funds is
accounted for under the consumption method.
CAPITAL ASSETS
Capital assets purchased or acquired with an original cost of $5,000 or more are reported at
historical cost or estimated historical cost. Contributed assets are reported at fair market value
as of the date received. Additions, improvements and other capital outlays that significantly
extend the useful life of an asset are capitalized. Other costs incurred for repairs and
maintenance are expensed as incurred. Depreciation on all assets is provided on the straight-
line basis over the following estimated useful lives:
Buildings 1040 years
Improvements and other 20 years
Machinery and equipment 5-10 years
Infrastructure 20-30 years
Infrastructure assets, consisting of certain improvements other than buildings including roads,
curbs, sidewalks, bridges, street lighting are capitalized along with other capital assets.
In the fund financial statements, capital assets are recorded as capital outlay expenditures in the
governmental fund upon acquisition.
DEFERRED REVENUEIUNEARNED REVENUE
Deferred revenues/uneamed revenue are those where asset recognition criteria have been met, but
which revenue recognition criteria have not been met. Such amounts include collections in
advance, unearned income and amounts have been deemed to be "measurable" but not "available"
to finance current expenses pursuant to generally accepted accounting principals.
PREPAIDS
Prepaids record payments to venders that benefit future recording periods and are reported on the •
consumption basis. Prepaids in the General and Special Revenue Funds represent insurance
premiums paid for coverage that will benefit the subsequent period and for retirement benefits that
will benefit a future period.
-23-
TOWN OF SOUTHOLD
• NOTES TO FINANCIAL STATEMENTS
December 31, 2003
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
LONG-TERM OBLIGATIONS
The liabilities for long-tern obligations consisting of general obligation bond, compensated
absences, due to employee retirement system, judgments, claims and liability for landfill closure
and post closure costs are recognized in the government-wide financial statements.
In the fund statements, long-term obligations are not reported as liabilities. The debt proceeds
are reported as other financing sources and payment of principal and interest reported as
expenditures.
5. REVENUES AND EXPENDITURES
REAL PROPERTY TAX ASSESSMENT AND COLLECTION PROCEDURES
In Suffolk County, the assessment and lien of real property for taxation is done by the County
Department of Assessment. Real property taxes become a lien on December 1 for both school and
general taxes. The Town's assessment rolls are used for the levy of real property taxes by the
Town and the School Districts, as well as by the County and by Special Districts of the County and
the Town.
The Town of Southold Receiver of Taxes collects all real property taxes for the Town, Suffolk
County, Town Special Districts and School Districts. These taxes are levied on December 1, and
are due in two installments, 50% on December 1 and 50% on May 10, payable without penalty to
January 10 and May 31, respectively. Penalties are imposed thereafter at the rate of one-twetfth of
the rate of interest determined by the State Commissioner of Taxation and Finance, after which
taxes are payable to the County Treasurer. The Town retains the total amount of Town, Highway
and Town Special Districts levies from the amount collected, and forwards the balance collected to
the County which assumes collection responsibility. The Town and Town's Special Districts
therefore realize annually the 100% collection of real property taxes.
School District property taxes are also levied on December 1, and are also payable in two
installments. School property taxes are due in two installments, 50% on December 1 and 50% on
May 10 payable without penalty to January 10 and May 31, respectively. The County is also
responsible for uncollected school taxes.
INTERFUND TRANSACTIONS
Interfund transactions have been eliminated from the government-wide financial statements. In
the funds statements interfund transactions include:
a) Interfund Revenues
Interfund revenues, quasi-extemal transactions, in the general fund represent amounts
charged for services or facilities provided by the general fund. The amounts paid by the fund
receiving the benefit of the service or facilities are reflected as an expenditure of that fund.
b) Transfers
Transfers represent payments to the debt service and capital projects funds from the other
funds for their appropriate share of the debt service or capital project costs.
•
-24-
TOWN OF SOUTHOLD
NOTES TO FINANCIAL STATEMENTS •
December 31, 2003
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
COMPENSATED ABSENCES
The liability for vested or accumulated vacation or sick leave (compensated absences) is
recorded as current and noncurrent obligations in the government-wide statements. The current
portion of this debt is estimated based on historical trends. In the fund financial statements only.
the compensated absence liability payable from expendable available financial resources is
incurred.
The amount that is expected to be liquidated with expendable available financial resources is
reported as expenditures and a liability in the funds statement in the respective fund that will pay it.
6. EQUITY CLASSIFICATIONS
In the Govemment-wide Statements, equity is classified as net assets and displayed in three
components:
a) Invested in capital assets, net of related debt--Consists of capital assets including
restricted capital assets, net of accumulated depreciation and reduced by the outstanding
balances of any bonds, notes, or other borrowings that are attributable to the acquisition,
construction, or improvement of those assets.
b) Restricted net assets-Consists of net assets with constraints placed on the use either by
(1) external groups such as creditors, grantors, contributors, or laws or regulations of other
governments; or (2) law through constitutional provisions or enabling legislation.
c) Unrestricted net assets-AII other net assets that do not meet the definition of "restricted"
or "invested in capital assets, net of related debt."
In the Fund Statements, governmental fund equity is classified as fund balance. Fund balance
is further classified as reserved and unreserved, with unreserved further split between
designated and undesignated. Portions of fund equity are segregated for future use and therefore
not available for future appropriation or expenditure. Amounts reserved for encumbrances,
inventory, insurance claims and debt service represent portions of fund equity, which are required to
be segregated in accordance with state law or GAAP. Designations of fund balances in
governmental funds indicate the utilization of these resources in the subsequent year's budget or
tentative plans for future use.
B. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY
1. BUDGETARY DATA
Budgets are adopted annually on a basis consistent with generally accepted accounting
f principles. Appropriations authorized for the current year are increased by the amount of
encumbrances carried forward from the prior year.
Budgetary controls for special revenue funds are established in accordance with the applicable
grant agreement, which may cover a period other than the Town's fiscal year. Appropriate
budgetary adjustments have been made to reflect these grant agreements during the Town's
fiscal year.
•
-25-
TOWN OF SOUTHOLD
• NOTES TO FINANCIAL STATEMENTS
December 31, 2003
B. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY (continued)
1. BUDGETARY DATA (continued)
The Town follows the procedures enumerated below in establishing the budgetary data reflected in
the financial statements:
a. No later than October 1, the Supervisor submits a tentative budget to the Town Board for
the fiscal year commencing the following fiscal year. The tentative budget includes the
proposed means of financing for all funds.
b. After public hearings are conducted to obtain taxpayer comments, no later than November
20, the Town Board adopts the budget.
c. The Town Board must approve all modifications of the budget. However, the Supervisor is
authorized to transfer certain budgeted amounts within departments.
In order to show the full legal level of budgetary compliance for the general and certain special
revenue funds, detailed individual statements of revenues, expenditures and changes in fund
balances - budget and actual, are presented in a separate budget report
2. FUND BALANCES
DESIGNATION OF FUND BALANCE
Portions of the unreserved balances at December 31, 2003 were designated for the subsequent
years operating budgets as follows:
Fund Balance
Unreserved and
Designated Fund Balance
Total for Subsequent (Deficit)
Fund Balance Year's Unreserved
Fund Unreserved Budget Undesignated
Non-Major Funds:
Town Outside Village $ 555,356 $ 329,000 $ 225,036
Special Grant
East West Fire Protection District 7,532 7,532
Southold Wastewater District 22,265 22,265
Fishers Island Sewer District 36,066 36,066
Solid Waste Management District 224,355 224,355
Total $ 845,574 $ 329,000 $ 515,254
FUND DEFICITS
The capital projects fund had a deficit fund balance at December 31, 2003. The capital projects
fund deficit will be eliminated as short-term debt is redeemed or converted to permanent
financing.
•
-26-
TOWN OF SOUTHOLD
NOTES TO FINANCIAL STATEMENTS •
December 31, 2003
C. DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS
1. CASH AND INVESTMENTS
Cash consists of funds deposited in demand accounts, lime deposit accounts and certificates of
deposit with maturities of less than three months.
The Town's investments are governed by a formal investment policy. The Town's monies must be
deposited in FDIC-insured commercial banks or trust companies located within the state. The
Town is authorized to use demand accounts and certificates of deposit- Permissible investments
include obligations of the U.S. Treasury, U.S. Agencies and investments made by the Cooperative
Liquid Asset Security System (CLASS).
CLASS is a cooperative investment plan consisting of U.S. Treasury Obligations and proxi tease
agreements relating to treasury obligations. Investments are stated at cost, which apro ates
market value- CLASS was established as a cooperative investment arrangement organized under
the CLASS Municipal Cooperation Agreement made pursuant to New York General Municipal Law,
Article 3A and 5-G.
It is the Town's policy to require collateral held in the name of the Town for demand deposits,
money market deposits and certificates of deposit for all deposits not covered by federal deposit
insurance. Obligations that may be pledged as collateral are obligations of the United States and
its agencies and obligations of the State and its municipalities and school districts.
At December 31, 2003 the cash in banks was approximately $35,500,000 and collateral held
against cash in banks was $42,100,000 consisting of FDIC insurance and/or securities held in
the name of the Town of Southold.
2. INTERFUND RECEIVABLES AND PAYABLES
Interfund receivables and payables for the primary government at December 31, 2003 were as
follows:
Amount Amount
Receivable Payable
,211
GeneralFund -Townwide $ 15,107469 $ 426,211
2,601
Highway Fund 3, 194 719
Capital Projects Fund 56,007 106
Town Part 15,000
Special al Grant
3,283
Southold Wastewater 171.333
Solid Waste Management District
9 443.2 18 $ 443.918
Interfund receivable and payable balances for the primary government at December 31, 2003 are
expected to be paid currently.
•
-27-
TOWN OF SOUTHOLD
• NOTES TO FINANCIAL STATEMENTS
December 31, 2003
C. DETAILED NOTES ON ALL FUNDS (continued)
3. CAPITAL ASSETS
Balance Balance
Primary government 1/1/03 Additions Deletions 12131/03
Capital assets rat being depreciated
Land $ 27,778,470 $ 3,474,859 $ 31,253,329
Construction in progress 3,066,170 3,066,170
Total capital assets not being depredated 27,778,470 6,541,029 34,319,499
Depreciable capital assets
Buildings 4,102,824 249,890 4,352,714
Improvements other than buildings 9,080,465 1,505,099 10,585,564
Machinery and equipment 7,650,557 607,378 $ 139,816 8,118,119
Infrastructure 67,938,222 1,039,463 68,977,685
Total depreciable capital assets 88,772,068 3,401,830 139,816 92,034,082
Less accumulated depredation
Buildings 1,696,048 113,508 1,809,556
Improvements other than buildings 2,325,478 175,626 2,501,104
Machinery and equipment 4,882,189 621,273 72,110 5,431,352
Infrastructure 37,002,259 2,661,239 39,663,498
Total accumulated depreciation $ 45,905,974 $ 3,571,646 $ 72,110 49,405,510
Total net depreciable capital assets 42,628,572
Total net capital assets $ 76,948,071
Depreciation expense was charged to governmental functions as follows:
General government support $ 224,659
Public safety 149,075
Transportation 2,843,757
Economic assistance and opportunity 34,511
Culture and recreation 7,365
Home and community services 312,279
$ 3,571,646
•
-28-
TOWN OF SOUTHOLD
NOTES TO FINANCIAL STATEMENTS •
December 31, 2003
C. DETAILED NOTES ON ALL FUNDS (continued)
4. CAPITAL ASSETS (continued)
Balance Balance
Discretely presented component units 111/03 Additions Deletions 12131!03
Capital assets not being depreciated
Land $ 2,213,759 $ 2,213,759
Depreciable capital assets
Buildings 3,341,126 $ 20,780 3,361,906
Improvements other than buildings 3,521,031 395,717 3,916,748
Machinery and equipment 2,922,606 36,761 2,959,367
Infrastructure 2,121,386 2,121,386
Total depreciable capital assets 11,906,149 453,258 12,359,407
Less accumulated depreciation
Buildings 981,356 100,954 1,082,310
Improvements other than buildings 799,977 85,596 885,573
Machinery and equipment 1,774,186 103,651 1,877,837
Infrastructure 897,948 93,676 991,624
Total accumulated depreciation $ 4,453,467 $ 383,877 4,837,344
Total net depreciable capital assets 7,522,063
Total net capital assets $ 9,735,822
4. INDEBTEDNESS
SHORT TERM DEBT
Bond Anticipation Notes (BANS) - Bond anticipation notes (BANs) are used as a temporary
means of financing capital expenditures in the capital projects fund. State law requires that BANS
issued for capital purposes be converted to long-term obligations within five years after the original
issue date. The notes or renewal thereof may not extend more than two years beyond the original
date of issue unless a portion is redeemed within two years and within each 12 month period
thereafter. Liabilities for BANS are generally accounted for in the capital projects fund. BANS are
expected to be paid from the proceeds of future bond issues after renewal of these notes. These
BANS bear Interest at various rates from 0.00% to 1.22% and are due at various dates through
2004.
When BANS are not redeemed with the proceeds of bond issues, but instead paid from budgetary
appropriations, the principal amount paid is recorded as an expenditure in the operating fund and a
financing source is recorded in the capital projects fund.
•
-29-
TOWN OF SOUTHOLD
• NOTES TO FINANCIAL STATEMENTS
December 31, 2003
C. DETAILED NOTES ON ALL FUNDS (continued)
4. INDEBTEDNESS (continued)
SHORT TERM DEBT (continued)
These notes are summarized as follows: To Be Redeemed 2004
Interest Budget
Description Amount Rate Appropriations Bonds
Various Purposes $ 2,096,000 1.140% $ 426,000 $ 1,670,000
Various Purposes 3,800,000 1.216% 370,000 3,430,000
Landfill Closure 4,680,000 1.190% 310,000 4,370,000
New London Wharf 3,045,000 1.220% 70,000 2,975,000
Pickett Landfill Closure 1.147.302 0.000% 1.147.302
Total S 14.768.302 S 1.176.000 S 13.592.302
Of the $14,768,302 in bond anticipation notes, $10,576,000 relates to the primary government and
the remaining $4,192,302 relates to the component units.
LONGTERM DEBT
Summary of changes In long-term debt transactions for the year ended December 31, 2003 is as
follows:
Koncrrent
tlaance ttawice mlarmes aw r mn{Ulrem
111N3 Increases Keaucmorrs 1lrSM Mnn one year m olm
wmary bwerrmenc
L4wrar obmgamon moms i 1,51109 3 WC,4LY S 604,6W i W.01 i 0,Y44441
vus lm tmppyaes Re0remem bysi m 4} i 114,olti 114,ortl 30114[ 1nAm
l;mmpen iso awnces [,9J4,43Z Y,4LS,e00 190,001 b'itizaiu 11.101 b,1W1mrz
1,uu11,UW 1,IM1,000 I'MI W
uamrs am pagmeras
tS1KooW aaoasryra pnami t7osure
ano posH]ostire care costs 4i- i,a1 /,000 1,`911,000 1,911,nm0
u:omponem units:
Lieneral Oblganon Was 0/,111 'JL,tin 00,14U &obd 3z.b11
General Obligation Bonds - The Town borrows money In order to acquire land or equipment or
construct buildings and improvements. This enables the cost of these capital assets to be bome by
the present and future taxpayers receiving the benefit of the capital assets. These long-tern
liabilities, which are backed by the full faith and credit of the Town, bear interest at various rates
from 4.7% to 9.1 % and have maturity dates in 2004 through 2019.
•
-30-
TOWN OF SOUTHOLD
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 •
D. DETAILED NOTES ON ALL FUNDS (continued)
4. INDEBTEDNESS (continued)
LONG TERM DEBT (continued)
Future principal and interest payments to maturity for both the primary government and the
component units are as follows:
Year Endino Principal Interest
2004 $ 675,000 $ 351,053
2005 700,000 309,748
2006 500,000 273,545
2007 520,000 247,053
2008 530,000 220,060
2009-2013 2,515,000 681,178
2014-2018 1,390,000 187,011
2019 120.000 2.820
Totals 6.950.000 $ 2.272.468
Other long-term liabilities for claims and judgments, compensated absences, retirement system
and the estimated liability for landfill closure and post closure costs are to be paid by the fund
that gave rise to the liability.
5. RETIREMENT SYSTEM
Plan Description
The Town of Southold participates in the New York State and Local Employees' Retirement System
(ERS). This is a cost-sharing multiple-employer retirement system. The System provides
retirement benefits as well as death and disability benefits.
Obligation of employers and employees to contribute and benefits to employees are governed by
the New York State Retirement and Social Security Law (NYSRSSL). As set forth in the
NYSRSSL, the Comptroller of the State of New York (Comptroller) serves as sole trustee and
administrative head of the System. The Comptroller shall adopt and may amend rules and
regulations for the administration and transaction of the business of the System and for the custody
and control of their funds.
A publicly available annual report containing financial statements and required supplemental
information for the Employees' Retirement System may be obtained by writing to the New York
State Retirement System, Governor Smith State Building, Albany, NY 12244.
Funding Policv
The System is noncontributory except for employees who joined the New York State and Local
Employees' Retirement System after July 27, 1976 and who have less than ten years of
membership and less than ten years of credited service with a retirement system under the
provisions of article fourteen or fifteen of the NYSRSSL, who contribute 3% of their salary. Prior to
October 1, 2000, all employees who joined the System after July 27, 1976 were required to
contribute 3% of their salary. Under the authority of the NYSRSSL, the Comptroller shall certify
annually the rates expressed as proportions of payroll of members, which shall be used in
computing the contributions required to be made by employers to the pension accumulation fund.
The Town is required to contribute at an actuarially determined rate. The actual contributions were
equal to the actuarially required amounts and also include additional contributions to fund various
early retirement incentives made available to the Town employees. The credits and miscellaneous •
adjustments represent modification made by the ERS for prior year's contributions.
-31-
TOWN OF SOUTHOLD
• NOTES TO FINANCIAL STATEMENTS
December 31, 2003
D. DETAILED NOTES ON ALL FUNDS (continued)
5. RETIREMENT SYSTEM (continued)
Funding Policy (continued)
The required contributions, for the Primary government, for the current year and two preceding
years were:
ERS PFRS
2003 $ 443,861 $ 240,756
2002 $ 99,200 $ 65,087
2001 $ 61,327 $ 63,568
The Town's contribution to the system was 100% of the contributions required each year.
6. POST EMPLOYMENT BENEFITS
In addition to providing pension benefits, the Town provides health insurance coverage and survivor
benefits for retired employees and their survivors. Substantially all of the Town's employees may
become eligible for these benefits N they reach normal retirement age while working for the Town.
Health care benefits in accordance with New York State Health Insurance Rules and Regulations
(administered by the New York State Department of Civil Service), are provided through the New
York State Empire Plan (the "Empire Plan") whose premiums are based on the benefits paid
throughout the State during the year.
The Town recognizes the cost of providing benefits by recording its share of insurance premiums
as an expenditure in the year paid. The Town's union contracts and ordinances require that it
provide its eligible enrollees with Empire Plan benefit coverage, or if another provider is utilized, the
equivalent coverage. Under the provisions of the Empire Plan, premiums are adjusted on a
prospective basis for any losses experienced by the Empire Plan. The Town has the option to
terminate its participation in the Empire Plan at any time without liability for its respective share of
any previously incurred loss. During the 2003 year, $2,396,302 was paid on behalf of 83 retirees
and 206 active employees and recorded as an expenditure in the various funds of the Primary
government.
7. COMPENSATED ABSENCES
Town employees are granted vacation and sick leave and earn compensatory absences in
varying amounts. In the event of termination or upon retirement, an employee is entitled to
payment for accumulated vacation and sick leave and unused compensatory absences at
various rates subject to certain maximum limitations.
Estimated vacation, sick leave and compensatory absences accumulated by governmental fund
type employees have been recorded in the statements of net assets. Payment of vacation time and
sick leave is dependent upon many factors; therefore, timing of future payments is not readily
determinable. However, management believes that sufficient resources will be made available for
the payments of vacation, sick leave and compensatory absences when such payments become
due. As of December 31, 2003, the value of the accumulated vacation fime and sick leave was
$5,182,869 for the primary government.
•
-32-
TOWN OFSOUTHOLD
NOTES TO FINANCIAL STATEMENTS •
December 31, 2003
D. COMMITMENTS AND CONTINGENCIES
Risk Management
The State of New York has commenced a lawsuit against the Town for unlawful discharge of gasoline
and petroleum products at the Town's Highway department on Peconic Lane. As of the date of this
report, the likelihood of an unfavorable outcome is uncertain, but is at least reasonably possible that
cleanup costs and interest could total up to $1,000,000.
The Town is self-insured for medical insurance only. The amount of claims outstanding at December
31, 2003 is $112,929 and is reserved against fund balance in the General Fund.
The Town is self-insured for workers' compensation insurance and disability insurance. Estimated
benefits to be paid are appropriated in the various operating funds of the Town. The Town is also self-
insured for unemployment benefits paid.
Landfill Closure and Post Closure Care Costs
State and federal laws and regulations require the Town to place a final cover on its landfill sites and to
perform certain maintenance and monitoring functions at the sites for thirty years after closure. The Town
ceased accepting waste at its Cutchogue landfill as of October 8, 1993. The Town entered into a
stipulation of settlement with the New York State Department of Environmental Conservation In
October of 1994 in which all charges of operational violations at the Cutchogue landfill were dropped.
Under the stipulation, the Town agreed to close and place a final cover over the landfill and to pay a
civil penalty of $650,000 over seven years. Construction of the final cover commenced in the summer
of 2001 and was completed in the fall of 2003.
In addition to placement of the final cover on the landfill, state and federal regulations presently require
the Town to perform certain maintenance and monitoring functions at the site for up to thirty years.
Acxordingty, as of December 31, 2003 the Town has recorded liability ~ofActual 7,6costs 88 mwhich ay vrepresents
to
the provision to be made in future budgets for post-closure applicable laws.
inflation or deflation, changes in technology, or changes in regulations or app
Actual costs associated with the placement of the final cover totaled $7,681,719. Financing for closure
activities was provided through a $2,000,000 grant from the New York State Department of
Environmental Conservation with the balance provided with a state subsidized loan through the New
York State Environmental Facilities Corporation. Costs associated with post closure care will be
covered by charges to future landfill users and future tax revenue.
Lease Commitments And Leased Assets
The Town leases property and equipment under operating leases. Total rental expenditures on such
over the primary terms of the Town's leases as of December 31, 2003 are asfollows Future obligations
2004 $ 153,192
2005 124,156
2006 108,405
2007 60.425
Total, 446.178
•
-33-
TOWN OF SOUTHOLD
• NOTES TO FINANCIAL STATEMENTS
December 31, 2003
E. CONDENSED FINANCIAL STATEMENTS FOR THE DISCRETELY PRESENTED
COMPONENT UNITS
The following represents condensed financial statements for the discretely presented component units as
of and for the year ended December 31, 2003:
Condensed Statement of Net Assets:
Due from Capital Assets Other
Current Primary Net Of Current Long-Tean Net
Assets Govemment Depredation Liabilities Liabilities Assets
Flshers Island Ferry District $ 2,952,716 $ 224,595 $ 5,172242 $ 3,933,911 $ 32,571 $ 4,383,073
Flshers Island Refuse and Garbage Distric 420,511 79,691 2,509,008 1,255,389 1,753,821
Cutohogue-New Suffolk Park Distrkt 98,713 126,254 370 224,597
Southold Pads Olstrid 16,287 58,666 655,861 103,676 627,138
Odent-East Marion Park DisMd 8,864 5,421 432,985 14,412 432,858
MatI1W Park Dlslrkd 232,976 83,612 839,472 94,183 1,061,877
Orient Mosquito District 17,182 12,251 12,251 17,182
$ 3,747,251 $ 464,236 $ 9,735,822 $ 5,414,192 $ 32,571 $ 8,500,546
Gonoeosea sotenem or f0c0vmes:
Program General Revenue Nat Assets
Net Expense PMPMIT-
Lyenses rtevenue (nevermet lax Mar lamnge Ulna taints
rlenerS f5l~la telly U50Rl 6,a14,fe 3 u111u33 y Vu'luz i Jeoow > 14.JJ9 i 9WAM 4 6,J61,611 4,9J3,u13
tuners uena meusearlo taaage m 6 '=r 21114W 129,609 411,1W Val t2W,fu0) 1,400,116 t,f66,021
LaWM()11e-NeWal1ff00c Pear uumct 112,3[0 72~eou 14e,Wu 160 (Jb,6J0) rW,w9 224,691
JWOpq YNK UISillet 6n'Zlo J11;Uo ='uuu a'm Iw'. 166./bl Wf,1J0
unem4ax mamn pm usvlcl 4r,1Jt1 z9,1W 21.1m 119 /,J19 44u,111 46[,060
mammclc ram tssmct cuo.404 3v,uuu wo,m J Aou 1a,62J (101,0191 014,a00 1,w1,011
Learn mosgmm l4sma W,9bl 6,240 01.116 W,WO Jul 01*0b) 16,690 11,1w
$ 4,857,672 $ 2,514,619 $ 2,343A53 $ 1,595,730 $ 178,588 $ 566.735 $ 9,0MAl $ 8,500,546
F. SUBSEQUENT EVENTS
In July 2004, the Town issued State Clean Water and Drinking Water Revolving Fund Revenue Bonds, series
2004D through New York Environmental Facilities Corporation in the amount of $3,789,098 at interest rates
ranging from 1.201% to 4.586%. in addition, the Town issued public improvement serial bonds on behalf of the
Mattituck Park District in September 2004 in the amount of $240,000 with an interest rate of 3.14%.
G. PRIOR PERIOD ADJUSTMENT
As of January 1, 2003, all capital projects and related debt was transferred from the primary government to the
• discretely presented component units in accordance with generally accepted accounting principles. The net
effect was an increase in fund balance in the capital projects fund of $1,519,185.
-34-
•
REQUIRED SUPPLEMENTARY
INFORMATION OTHER THAN MD&A
• TOWN OF SOUTHOLD
GENERALFUND
SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES
IN FUND BALANCE - BUDGET AND ACTUAL
Year ended December 31, 2003
Variance with
Original Final Final Budget
Budget Budget Actual Over/(Under)
REVENUES
Real Property Taxes $13,247,572 $ 13,247,572 $ 13,247,572
Other Real Property Tax Items 60,000 60,000 51,311 $ (8,689)
Non-Property Tax Items 400,000 400,000 401,035 1,035
Departmental income 336,400 410,121 315,289 (94,832)
Intergovernmental Charges 246,914 116,910 202,917 86,007
Use of Money and Property 243,964 243,964 201,702 (42,262)
Licenses and Permits 187,850 187,850 188,480 630
Fines and Forfeitures 96,500 96,500 107,084 10,584
Sale of Property and Compensation for Loss 240,400 249,939 56,893 (193,046)
Miscellaneous Local Sources 118,200 138,829 133,346 (5,483)
State Aid 1,302,000 1,339,616 2,225,401 885,785
Federal Aid 146,433 146,574 141
Total Revenues 16,479,800 16,637,734 17,277,604 639,870
EXPENDITURES
General Government Support 3,836,825 4,024,052 3,751,469 272,583
Public Safety 6,235,956 6,272,245 6,033,207 239,038
Public Health 33,300 33,300 32,988 312
Transportation 369,200 410,725 398,358 12,367
Economic Assistance and Opportunity 849,560 866,388 833,501 32,887
Culture and Recreation 350,555 350,555 317,769 32,786
Home and Community Services 223,011 244,016 228,578 15,438
Employee Benefits 5,475,016 5,356,462 3,795,373 1,561,089
Debt Service - Principal and Interest 1,483,600 1,433,600 1,007,318 426,282
Total Expenditures 18,857,023 18,991,343 16,398,561 2,592,782
Deficiency of Revenues
Over Expenditures (2,377,223) (2,353,609) 879,043 3,232,652
Other Financing Sources (Uses)
Transfers In 2,749,900 2,749,900 2,570,440 (179,460)
Transfers Out (1,558,677) (1,582,291) (1,910,781) (328,490)
Total Other Financing Sources (Uses) 1,191,223 1,167,609 659,659 (507,950)
Excess (Deficiency) of Revenues and Other
Sources Over Expenditures and Other Uses $ (1,186,000) $ (1,186,000) 1,538,702 $ 2,724,702
Fund Balance at Beginning of Year 3,780,710
Fund Balance at End of Year $ 5,319,412
• See notes to the financial statements.
-35-
TOWN OF SOUTHOLD •
HIGHWAY FUND
SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES
IN FUND BALANCES - BUDGET AND ACTUAL
Year ended December 31, 2003
Variance with
Original Final Final Budget
REVENUES Budget Budget Actual Over/(Under)
Real Property Taxes $ 3,513,902 $ 3,513,902 $ 3,513,902
Other Real Properly Tax Items 7,000 7,000 4,574 $ (2,426)
Non-Property Tax Items 1,854 1,854
Intergovernmental Charges 15,573 15,573
Use of Money and Property 32,000 32,000 18,520 (13,480)
Licenses and Permits 21,000 21,000 8,231 (12,769)
Sale of Property and Compensation for Loss 4,000 4,000 4,033 33
Interfund Revenues 3,500 3,500 (3,500)
State Aid 223,700 458,686 458,686
Federal Aid 67,699 67,699
Total Revenues 3,805,102 4,107,787 4,093,072 (14,715)
EXPENDITURES
Transportation 2,737,400 3,085,735 2,733,518 352,217
Employee Benefits 566,577 1,183,427 976,406 207,021
Debt Service - Principal and Interest 78,925 78,925 15,128 63,797
Total Expenditures 3,382,902 4,348,087 3,725,052 623,035
Excess (Deficiency) of Revenues
Over Expenditures 422,200 (240,300) 368,020 608,320
Other Financing Uses
Transfers Out (689,000) (60,000) (60,000)
Total Other Financing Uses (689,000) (60,000) (60,000)
Excess (Deficiency) of Revenues Over
Expenditures and Other Uses $ (266,800) $ (300,300) 308,020 $ 608,320
Fund Balance at Beginning of Year 594,064
Fund Balance at End of Year $ 902,084
See notes to the financial statements. •
-36-
OTHER SUPPLEMENTARY
INFORMATION
Combining Fund Statements of Revenues,
Expenditures and Changes in Fund Balance
•
DISCRETLY PRESENTED COMPONENT UNITS
•
• TOWN OF SOUTHOLD
H •
COMBINING BALANCE LANCE SHEET
NON-MAJOR GOVERNMENTAL FUNDS
December 31, 2003
East-West Fire Southold Fishers Solid Waste
General Fund Special Protection Wastewater Island Sewer Management
Part Town Grant District District District District Totals
ASSETS
Cash and Investments $ 661,685 $ 835,710 $ 54,057 $ 48,651 $ 345,149 $ 1,945,252
Accounts Receivable, net of allowance 95,975 95,975
- Due from Other Funds 56,007 3,283 171,333 230,623
Due from Trust Funds 34,072 2,121 29,903 66,096
Due from Other Governments $ 35,051 35,051
State and Federal Receivables 88,743 88,743
Prepaid Expenditures 1,320 1,320
Total Assets $ 753,084 $ 35,051 $ 835,710 $ 59,461 $ 48,651 $ 731,103 $ 2,463,060
LIABILITIES AND FUND EQUITY
LIABILITIES
Accounts Payable $ 49,672 $ 20,051 $ 12,441 $ 13,972 $ 12,189 $ 234,523 $ 342,848
Due to Other Funds 106 15,000 15,106
Due to Trust Funds 70,425 70,425
Deferred Revenue 77,525 815,737 23,224 396 272,225 1,189,107
Total Liabilities 197,728 35,051 828,178 37,196 12,585 506,748 1,617,486
FUND EQUITY
Fund Balance - Reserved:
Prepaid Expenses 1,320 1,320
Fund Balance - Unreserved:
Designated - Ensuing Year's Budget 329,000 329,000
Undesignated 225,036 7,532 22,265 36,066 224,355 515,254
Total Fund Equity 555,356 7,532 22,265 36,066 224,355 845,574
Total Liabilities and Fund Equity $ 753,084 $ 35,051 $ 835,710 $ 59461 $ 48,651 $ 731,103 $ 2,463,060
-37-
TOWN OF SOUTHOLD
COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES
IN FUND BALANCES - NON-MAJOR GOVERNMENTAL FUNDS
Year ended December 31, 2003
East-West Fire Southold Fishers Solid Waste
General Fund Special Protection Wastewater Island Sewer Management
REVENUES Part Town Grant District District District District
Totals
Real Property Taxes $ 294,256
Other Real Property Tax items $ 338,261 $ 154,864 $ 1,410,144 $ 2,197,525
Non Property Tax items 542 59 27 246
Departmental Income 117,449 874
543,604 117,449
Intergovernmental Charges 88,049 $ 17,606 1,689,968 2,339,227
Use of Money and Property 6,557 1.614 1,614
Licenses and Permits 735 1,318 464 7,073 18,147
Fines and Forfeitures 2,000 137,820 139,620
Sale of Property and Compensa8on for Loss 849.0"24848 49,000
Miscellaneous Local Sources 36,202
State Aid 230 44,450
Federal Aid 72,650 $ 111,299 88,743 161,3230
93
11
Total Revenues 1,096,536 111,299 339,055 244,258 18,070 3,371,610 1 299
EXPENDITURES - 5,180,828
General Government Support 134,969
Public Safety 408,437 134,969
Public Health 341,467
6,408 749,904
Home and Community Services 6286,408
Employee Benefits '33111 1 111,299 211,308 35,363 2,243,920 3,230,201
Debt Service - Principal and Interest 435,670 24,201 414,178 874,049
6,009
2,950 108,603 117,562
Total Expenditures 1,619,804 111,299 341,467 238,459 35,363 2,766,701 5,113,093
Excess (Deficiency) of Revenues
Over Expenditures (523,268)
(2,412) 5,799 (17,293) 604,909 67,735
Other Financing Uses:
Operating Transfers out
(483,500) (483,500)
Total Other Financing Uses
(483,500) (483,500)
=xcess (Deficiency) of Revenues
Over Expenditures and Other Uses (523,268)
(2,412) 5,799 (17,293) 121,409 (415,765)
'und Balance at Beginning of Year 1,078,624 9,944 16,466 53,359 102,946 1,261,339
Fund Balances at End of Year $ 555,356 $ -0- $ 7;532 $ 22,265 $ 36,066 $ 224,355
$ 845,574
-38.
• TOWN OF SOUTHOLD •
DISCRETELY PRESENTED COMPONENT UNITS
COMBINING STATEMENTOF NET ASSETS
December 31, 2003
Fishers Island Cutchogue- Southold Orient-East Mattituck Orient
Fishers Refuse and New Suffolk Park Marion Park Park Mosquito
Island Ferry Garbage District Park District District District District District
District (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Totals
ASSETS
Current Assets:
Cash and investments $ 2,471,643 $ 399,566 $ 98,713 $ 16,287 $ 8,864 $ 232,976 $ 17,182 $ 3,245,231
Accounts receivable, net of allowance 4.254 4,254
Due from primary government 224,595 79,691 58,666 5,421 83,612 12,251 464,236
State and federal receivables 481,075 481,075
16,691 16,691
Prepaid charges
Total Current Assets 3,177,313 500,202 98,713 74,953 14,285 316,588 29,433 4,211,487
Non-Current Assets: 2,213,759
Non-depreciable capital assets 41,717 517,266 101,198 588,847 432,985 531,746 7,522.063
Depreciable capital assets, net of depreciation 5,130,525 1,991,742 25,056 67,014 307,726
Total Assets 8,349,555 3,009,210 224,967 730,814 447,270 1,156,060 29,433 13,947,309
LIABILITIES
Current Liabilities: Bs8,938
Accounts payable and accrued liabilities 821,057 28,396 370 8,991 10.124
Accured interest payable 12.031 10 12,041
447 447
Due to other governments
Deferred Revenue 68,254 79,691 58,666 5,421 83,612 72,251 307,895
45,000 4,192,302
Bond anticipation notes payable 3,000,000 1,147.302
Noncurrent liabilities due within one year 32,569
General obligation hoods payable 32,569
Total Current Liabilities 3,933,911 1,255,389 370 103,676 14,412 94J83 121251 5,414,192
Noncurrent Liabilities: 32,571
General obligation bonds payable 32,571
Total Liabilities - 3,966,482 1,255,389 370 103,676 14,412 94,183 _ 12,251 5,446,763
NET ASSETS
Investment in capital assets, net of related debt 3,790,250 1,361,706 126,254 655,861 432,985 839,472. 7,206,528
Unrestricted 592,823 392,115 98,343 (28 723) (127) 222,405 17,182 1,294,018
Total Net Assets $ 4,383,073 $ 1,753,821 $ 224597 $ 627,138 $ 432,858 $ 1,061,877 $ 17,182 8,500.54fi
-39-
TOWN OF SOUTHOLD
DISCRETELY PRESENTED COMPONENT UNITS
COMBINING STATEMENT OF ACTIVITIES
Year ended December 31, 2003
Fishers Island Cutchogue- Southold Orient-East Mattituck Orient
Fishers Refuse and New Suffolk Park Marion Park Park Mosquito
Island Ferry Garbage District Park District District District District District
District (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Totals
REVENUES $ 20,000 $ 5,246 $ 2,514,619
Program revenues $ 2,271,933 $ 217,440
Real property taxes 380,000 411,150 $ 148,000 $ 235,000 $ 21,700 334,8508 65,000 1,595,730
Other real property tax hems 66 72 115 2,733 301 48,200
Interest and earnings 9,384 4,035 738 29,646 131,436
Other 4,904 126,532
Total Revenues 2,666,287 632,697 148,738 264,646 21,819 484,203 70,547 4,288,937
EXPENDITURES 105,446
General government support 105,446 66,961 66,961
Public health 3,486,299
Transportation 3,486,299 112,200 371,265 29,138 296,384 808,987
Culture and recreation 365,392
Home and community services 18,403 346,989 24,587
Debt service - Interest 24,577 10
Total Expenditures 3,634,725 346,989, 112,200 371,275 29,138 296,384 66,961 4,857,672
Changes In Net Assets (968,438) 285,708 36,538 (106,629) (7,319) 187,819 3,586 (568,735)
Net Assets at Beginning of Year 5,351,511 1,468,113 188,059 733,767 440,177 874,058 13,596 9,069,281
Net Assets at End of Year $ 4,383,073 $ 1,753,821 $ 224,597 $ 627,138 432,858 _L _I,061,877 $ 17,182 $ 8,500,546
-40-
TOWN OFSOUTHOLD •
SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
Year ended December 31, 2003
Federal
Federal Grantor/Pass-through Grantor/ CFDA Federal
ProoramorCluster Title Number Expenditures
U.S. Department of Agriculture
Passed through Suffolk County
Cash-In-Lieu of Food Awards 10.550 $ 41,621
Natural Resource Conservation Service
Farm and Ranchland Protection Program 10.913 547,000
U.S. Department of Health and Human Services
Pass-through Suffolk County, New York
Nutrition 93.045 87,197
U S Department of Housing and Urban Development
Pass-through from Suffolk County, New York
Community Development Block Grant Program 14.218 $ 111,299
U. S. Department of Justice
Bulletproof Vest Partnership Program
16.607 3,988
Federal Emergency Management Agency
Pass-through program from State of New York
2003 Presidents Day Snowstorm 3184 EM NY 83.548 81,467
Total expenditures of federal awards $ 872,572
See accompanying note to schedule of expenditures of federal awards. •
-41-
• TOWN OF SOUTHOLD
NOTE TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
Year ended December 31, 2003
Note A - Basis of Presentation
The accompanying schedule of expenditures of federal awards includes the federal grant activity of the Town
of Southold and is presented on the modified accrual basis of accounting. The information in this schedule is
presented in accordance with the requirements of OMB Circular A-133, Audits of States, Local Governments,
and Non-Profit Organizations. Therefore, some amounts presented in this schedule may differ from amounts
V - presented in, or used in the preparation of, the basic financial statements.
•
-42-
ALBRECHT, VIGGIANO, ZURECK •
& COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
25 SUFFOLK COURT
HAUPPAUGE, NY 11788
(631) 4349500
REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER
FINANCIAL REPORTING BASED ON AN AUDIT OF FINANCIAL STATEMENTS
PERFORMED IN ACCORDANCE WITH GOVERNMENTAUDITING STANDARDS -y
Town Board
Town of Southold
Southold, New York
We have audited the financial statements of the governmental activities, the aggregate discretely presented
component units, each major fund, and the aggregate remaining fund information of the Town of Southold,
New York as of and for the year ended December 31, 2003, which collectively comprise the Town of
Southold's basic financial statements, and have issued our report thereon dated June 8, 2004, which was
qualified because the Town of Southold's discretely presented component units with the exception of one, the
Fishers Island Ferry District, were not audited as of the report date. We conducted our audit in accordance
with auditing standards generally accepted in the United States of America and the standards applicable to
financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United
States.
Compliance
As part of obtaining reasonable assurance about whether the Town of Southold's financial statements are free
of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations,
contracts, and grants, noncompliance with which could have a direct and material effect on the determination
of financial statement amounts. However, providing an opinion on compliance with those provisions was not
an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests
disclosed no instances of noncompliance that are required to be reported under Govemment Auditing
Standards.
Internal Control Over Financial Reporting
in planning and performing our audit, we considered the Town of Southold, New York's internal control over
financial reporting in order to determine our auditing procedures for the purpose of expressing our opinions on
the financial statements and not to provide assurance on the internal control over financial reporting. Our
consideration of the internal control over financial reporting would not necessarily disclose all matters in the
internal control over financial reporting that might be material weaknesses.
A material weakness is a condition in which the design or operation of one or more of the internal control
components does not reduce to a relatively low level the risk that misstatements in amounts that would be
material in relation to the financial statements being audited may occur and not be detected within a timely
period by employees in the normal course of performing their assigned functions. We noted no matters
involving the internal control over financial reporting and its operation that we consider to be material
weaknesses.
This report is intended solely for the information of the Town Board, management, others within the
organization, and federal awarding agencies and pass-through entities and is not intended to be and should
not 7be~ used by anyone other than those specified parties.
AV
Hauppauge, New York
June 8, 2004
-43-
• ALBRECHT,VIGGIANO,ZURECK
& COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
25 SUFFOLK COURT
HAUPPAUGE, NY 11788
(631) 434-9500
REPORT ON COMPLIANCE WITH REQUIREMENTS APPLICABLE TO
EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER
1 - COMPLIANCE IN ACCORDANCE WITH OMB CIRCULAR A-133
Town Board
Town of Southold
Southold, New York
Compliance
We have audited the compliance of the Town of Southold, New York with types of compliance requirements
described in the U. S. Office of Management and Budget (OMB) Circular A-133 Compliance Supplement that
are applicable to each of its major federal programs for the year ended December 31, 2003. The Town of
Southold's major federal programs are identified in the summary of auditors results section of the
accompanying schedule of findings and questioned costs. Compliance with the requirements of laws,
regulations, contracts, and grants applicable to each of its major federal programs is the responsibility of the
Town of Southold's management. Our responsibility Is to express an opinion on the Town of Southold, New
York's compliance based on our audit.
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United
States of America; the standards applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States; and OMB Circular A-133, Audits of States, Local
Governments, and Non-Profit Organizations. Those standards and OMB Circular A-133 require that we plan
and perform the audit to obtain reasonable assurance about whether noncompliance with the types of
compliance requirements referred to above that could have a direct and material effect on a major federal
program occurred. An audit includes examining, on a test basis, evidence about the Town of Southold, New
York's compliance with those requirements and performing such other procedures as we considered
necessary In the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our
audit does not provide a legal determination of the Town of Southold's compliance with those requirements.
In our opinion, the Town of Southold, New York complied, in all material respects, with the requirements
referred to above that are applicable to each of its major federal programs for the year ended December 31,
2003.
Internal Controls Over Compliance
The management of the Town of Southold is responsible for establishing and maintaining effective internal
control over compliance with the requirements of laws, regulations, contracts, and grants applicable to federal
programs. In planning and performing our audit, we considered the Town of Southold's internal control over
compliance with requirements that could have a direct and material effect on a major federal program in order to
determine our auditing procedures for the purpose of expressing our opinion on compliance and to test and
report on the internal control over compliance in accordance with OMB Circular A-133.
Our consideration of the internal control over compliance would not necessarily disclose all matters in the internal
control that might be a material weakness. A material weakness is a condition in which the design or operation
of one or more of the internal control components does not reduce to a relatively low level the risk of
noncompliance with applicable requirements of laws, regulations, contracts and grants that would be material in
relation to a major federal program being audited may occur and not be detected within a timely period by
employees in the normal course of performing the assigned functions. We noted no matters involving the internal
control over compliance and its operation that we consider to be material weaknesses.
-44-
TOWN OF SOUTHOLD •
SCHEDULE OF FINDINGS AND QUESTIONED COSTS
Year ended December 31, 2003
SUMMARY OF AUDITOR'S RESULTS
1. The auditor's report expresses a qualified opinion on the financial statements of the Town of Southold due
to the fact that six of the seven component units of the Town of Southold that were discretely presented
were not audited. The remaining component unit, the Fishers Island Ferry District, was audited by other
auditors.
2. No reportable conditions disclosed during the audit of the financial statements are reported in the
'REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER FINANCIAL REPORTING BASED
ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT
AUD117NG STANDARDS".
3. No instances of noncompliance material to the financial statements of the Town of Southold were
disclosed during the audit.
4. No reportable conditions disclosed during the audit of the major federal award programs are reported in
the "REPORT ON COMPLIANCE WITH REQUIREMENTS APPLICABLE TO EACH MAJOR PROGRAM
AND ON INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE WITH OMB CIRCULAR A-
133". No material weaknesses were noted.
5. The auditor's report on compliance for the Farm and Ranchland Protection Program expresses an
unqualified opinion; the report on the remaining programs are unqualified.
6. No audit findings relative to the major federal award programs for the Town of Southold are reported in
this schedule.
7. The Town of Southold had one "Type A" program for the year ended December 31, 2003.
8. The program tested as a major program includes:
CFDA Number Name of Federal Program or Cluster
10.913 U.S. Department of Agriculture
Farm and Ranchland Protection Program
9. The threshold for distinguishing Types A and B programs was $300,000.
10. The Town of Southold was detennined to be a low-risk auditee.
•
-46
TOWN OF SOUTHOLD
SCHEDULE OF FINDINGS AND QUESTIONED COSTS
Year ended December 31, 2003
FINDINGS-FINANCIAL STATEMENTS AUDIT
REPORTABLE CONDITIONS
There were no findings or reportable conditions noted.
FINDINGS AND QUESTIONED COSTS- MAJOR FEDERAL
AWARD PROGRAMS AUDIT
U.S. Dept of Agriculture - CFDA # 10.913
Farm and Ranchland Protection Program
There were no findings or reportable conditions noted.
Questioned Cost $ -0-
47-
NEW ISSUE - SERIAL BONDS RATING: MOODY'S INVESTORS SERVICE - Al
In the opinion of Hawkins Dela geld & Wood LLP, Bond Counsel, under existing statutes and court decisions and assuming
continuing compliance by the Town of Southold (the "Town') with certain tax covenants described herein, (i) interest on the Town of
Southold §re jundinQ Serial Bonds - 2005 (the "Bonds') is excluded from gross incomefor Federal income tax purposes pursuant to Section
103 of the Ihterna(Revenue Code of 1986, as amended (the "Code' and (u) interest on the Bonds is not treated as a preference dent in
calcu acing the alternative minimum tax imposed on individuals an corporations under the Code; such interest, however is included in
Allikke ad[ustedeurrentearningsofeertaincororationsforpurposesofcalculatin thealternatveminimumtaximposedonsuchcorporations.
addition, in the opinion o(fBond Counse , under existin s atutes, interest on e Bonds is exemptfrom personal income taxes oNew York
to and its political subdivisions, including The City gJNew York See "Tax Matters" herein.
Code. The Bonds will be designated by the Town as "qualified tax-exempt obligations" pursuant to the provisions of Section 265 of the
.
$2,380,000
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
(BOOK-ENTRY-ONLY BONDS]
Dated: Date of Delivery Principal Due: February 15,2005-2015, inclusive
Interest Due: February 15, 2005, August 15, 2005 and semi-
annually thereafter on February 15 and August 15
BOND MATURITY SCHEDULE
Price or Price or Price or
Amount Maturity Rate Yield Amount Maturi Rate Yield Amount Maturity Rate Yield
$280,000 2005 2.500% 2.000% $ 265,000 2009 3.000% 2.700% $110,000 2013 3.500% (d100
245,000 2006 2.500 2.200 260,000 2010 3.000 2.900 110,000 2014 3.625 S 600%
240,000 2007 2.500 2.400 255,000 2011 3.250 3.100 110,000 2015 3.750 3.700
245,000 2008 2.750 2.550 260,000 2012 3.500 3.300
Security and Sources oPayment: The Bonds will constitute general obligations of the Town of Southold, Suffolk
County, New York (the "Town') and will contain a pledge of its faith and credit for the punctual payment of the principal of
and interest on the Bonds, and all the taxable real property within the Town will be subject to the levy of ad valorem taxes,
without limitation as to rate or amount, for such purpose.
Prior Redemption: The Bonds shall not be subject to redemption prior to their stated maturity.
Form and Denomination: The Bonds will be issued as registered bonds and when issued, will be registered in the
name of Cede & Co. as nominee of The Depository Trust Comppany DTC"), lgew Bork, New York, which will act as the
Securities Depository for the Bonds. Individual purchases of the Bonds may be made only in book-entry form in denominations
of $5,000 or integral multiples thereof. Bondholders will not receive certificates representing their ownership interest in the
Bonds purchased. See "Book-Entry-Only System" under "The Bonds," herein.
Payment: Payment of the principal of and interest on the Bonds to the Beneficial Owners of the Bonds will be made
by DTC Participants and Indirect Participants in accordance with standing instructions and customary practices, as is now the
case with municipal securities held for the accounts of customers in bearer form or registered in "street name." Payment will
be the responsibility of the DTC Participant or Indirect Participant and not of DTC or the Town, subject to an statutory and
regulatory requirements as may be in effect from time to time. See "Book-Entry-Only System" under "The awn herein.
The Bonds are offered subject to the final approving opinion of Hawkins Delafield & Wood LLP, New York, New York
Bond Counsel, and certain other conditions. It is expected that delivery of the Bonds in book-entry form will be made through
the facilities of DTC on or about February 8, 2005 in New York, New York.
THIS OFFICIAL STATEMENT IS IN A FORM "DEEMED FINAL" BY THE TOWN FOR THE PURPOSE OF
SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 (THE "RULE"). SEE "DISCLOSURE UNDERTAKING"
HEREIN.
January 20, 2005
ROOSEVELT & CROSS
INCORPORATED
fill,
SOURCES AND USES OF FUNDS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11115/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Dated Date 02108/2005
Delivery Date 02/08/2005
Sources:
Bond Proceeds:
Par Amount 2,380,000.00
Net Premium 12,832.95
2,392,832.95
Uses:
Refunding Escrow Deposits:
Cash Deposit 152,520.73
SLG Purchases 2,170,237.00
2,322,757.73
Delivery Date Expenses:
Cost of Issuance 47,000.00
Underwriter's Discount 20,000.00
67,000.00
Other Uses of Funds:
Additional Proceeds 3,075.22
2,392,832.95
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_Nil Page 1
SOURCES AND USES OF FUNDS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02115/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Dated Date 02/08/2005
Delivery Date 02/08/2005
REFUNDING REFUNDING
Sources: BONDS BONDS Total
Bond Proceeds:
Par Amount 1,215,000.00 1,165,000.00 2,380,000.00
Premium 5,875.20 6,957.75 12,832.95
1,220,875.20 1,171,957.75 2,392,832.95
REFUNDING REFUNDING
Uses: BONDS BONDS Total
Refunding Escrow Deposits:
Cash Deposit 10.73 152,510.00 152,520.73
SLG Purchases 1,184,269.00 985,968.00 2,170,237.00
1,184,279.73 1,138,478.00 2,322,757.73
Delivery Date Expenses:
Cast of Issuance 23,993.69 23,006.31 47,000.00
Underwriters Discount 10,210.08 9,789.92 20,000.00
34,203.77 32,796.23 67,000.00
Other Uses of Funds:
Additional Proceeds 2,391.70 683.52 3,075.22
1,220,875.20 1,171,957.75 2,392,832.95
Amen 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 2
SUMMARY OF REFUNDING RESULTS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Dated Date 02/08/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 2.923710%
Bond Par Amount 2,380,000.00
True Interest Cost 3.323105%
Net Interest Cost 3.789872%
All-In TIC 3.844932%
Average Coupon 3.258107%
Average Life 4.280
Par amount of refunded bonds 2,210,000.00
Average coupon of refunded bonds 5.238362%
Average life of refunded bonds 4.838
PV of prior debt to 02/08/2005 @ 3.106148% 2,456,295.41
Net PV Savings 66,537.73
Percentage savings of refunded bonds 3.010757%
Percentage savings of refunding bonds 2.795703%
~n 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 3
SAVINGS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
_
Present Value
Prior Refunding Annual to 02/08/2005
Dale Debt Service Debt Service Savings Savings @ 3.1061480%
02/1512005 152,500.00 281,379.82 -128,879.82 -128,802.60
05/01/2005 29,417.50 29,417.50 29,209.19
08/15/2005 24,375.00 31,981.25 -7,606.25 -7,485.44
11/0112005 119,417.50 119,417.50 116,758.54
12/31/2005 12,348.93
02/15/2006 149,375.00 276,981.25 -127,606.25 -123,658.94
05/01/2006 27,122.50 27,122.50 26,113.03
08/1512006 21,250.00 28,918.75 -7,668.75 -7,317.88
11/01/2006 117,122.50 117,122.50 111,038.83
12/31/2006 8,970.00
02/1512007 146,250.00 268,918.75 -122,668.75 -115,266.04
05/01/2007 24,827.50 24,827.50 23,177.92
08/15/2007 18,125.00 25,918.75 -7,793.75 -7,211.42
11/01/2007 114,827.50 114,827.50 105,558.76
12/31/2007 9,192.50
02/15/2008 143,125.00 270,918.75 -127,793.75 -116,436.97
05/01/2008 22,532.50 22,532.50 20,396.92
08/15/2008 15,000.00 22,550.00 -7,550.00 -6,773.84
11/01/2008 122,532.50 122,532.50 109,222.86
12/31/2008 9,721.25
02115/2009 165,000.00 287,550.00 -122,550.00 -108,270.07
05/01/2009 19,982.50 19,982.50 17,539.57
08/15/2009 11,250.00 18,575.00 -7,325.00 -6,372.50
11/0112009 119,982.50 119,982.50 103,703.64
12131/2009 10,090.00
02/15/2010 161,250.00 278,575.00 -117,325.00 -100,507.75
05/01/2010 17,382.50 17,382.50 14,794.33
08/15/2010 7,500.00 14,675.00 -7,175.00 -6,052.54
11/01/2010 117,382.50 117,382.50 98,376.94
12131/2010 10,265.00
02/15/2011 157,500.00 269,675.00 -112,175.00 -93,179.18
05/01/2011 14,732.50 14,732.50 12,158.31
08/15/2011 3,750.00 10,531.25 -6,781.25 -5,546.76
11/01/2011 114,732.50 114,732.50 93,237.42
12131/2011 10,508.75
02115/2012 153,750.00 270,531.25 -116,781.25 -94,061.04
05/01/2012 12,045.00 12,045.00 9,638.68
08115/2012 5,981.25 -5,981.25 -4,743.90
11/01/2012 122,045.00 122,045.00 96,169.56
12131/2012 11,327.50
02/15/2013 115,981.25 -115,981.25 -90,581.25
05/01/2013 9,075.00 9,075.00 7,041.60
08/15/2013 4,056.25 -4,056.25 -3,119.48
11/01/2013 119,075.00 119,075.00 90,981.29
12/31/2013 8,112.50
02/15/2014 114,056.25 -114,056.25 -86,374.09
05/0112014 6,050.00 6,050.00 4,551.91
08/1512014 2,062.50 -2,062.50 -1,538.03
11/01/2014 116,050.00 116,050.00 85,978.62
12131/2014 5,981.25
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 4
SAVINGS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/0112005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2015 112,062.50 -112,062.50 -82,288.39
05/01/2015 3,025.00 3,025.00 2,206.87
11/01/2015 113,025.00 113,025.00 81,195.83
12/31/2015 3,987.50
2,812,385.00 2,711,879.82 100,505.18 100,505.18 63,462.51
Savings Summary
PV of savings from cash flow 63,462.51
Plus: Refunding funds on hand 3,075.22
Net PV Savings 66,537.73
an 20, 2005 12:41 pm Prepared by Roosevelt R Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 5
BOND PRICING
• Town Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds:
02/1512005 280,000 2.500% 2.000% 100.009
02/1512006 245,000 2.500% 2.200% 100.300
02115/2007 240,000 2.500% 2.400% 100.195
02/15/2008 245,000 2.750% 2.550% 100.577
02/15/2009 265,000 3.000% 2.700% 101.135
02115/2010 260,000 3.000% 2.900% 100.463
02/15/2011 255,000 3.250% 3.100% 100.817
02115/2012 260,000 3.500% 3.300% 101.243
02115/2013 110,000 3.500% 3.500% 100.000
02115/2014 110,000 3.625% 3.600% 100.190
02115/2015 110,000 3.750% 3.700% 100.414
2,380,000
Dated Date 02/08/2005
Delivery Date 02/08/2005
First Coupon 02/15/2005
Par Amount 2,380,000.00
Premium 12,832.95
Production 2,392,832.95 100.539200%
Underwriter's Discount -20,000.00 -0.840336%
Purchase Price 2,372,832.95 99.698863%
Accrued Interest
Net Proceeds 2,372,832.95
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 6
BOND DEBT SERVICE
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02/15/2005 280,000 2.500% 1,379.82 281,379.82
08115/2005 31,981.25 31,981.25
12/31/2005 313,361.07
02/15/2006 245,000 2.500% 31,981.25 276,981.25
08/1512006 28,918.75 28,918.75
1213112006 305,900.00
02115/2007 240,000 2.500% 28,918.75 268,918.75
08/15/2007 25,918.75 25,918.75
12131/2007 294,837.50
02115/2008 245,000 2.750% 25,918.75 270,918.75
08/15/2008 22,550.00 22,550.00
12131/2008 293,468.75
02115/2009 265,000 3.000% 22,550.00 287,550.00
08/15/2009 18,575.00 18,575.00
12131/2009 306,125.00
02115/2010 260,000 3.000% 18,575.00 278,575.00
08/15/2010 14,675.00 14,675.00
12131/2010 293,250.00
02115/2011 255,000 3.250% 14,675.00 269,675.00
08/1512011 10,531.25 10,531.25
12131/2011 280,206.25
02115/2012 260,000 3.500% 10,531.25 270,531.25
08/15/2012 5,981.25 5,981.25
12/31/2012 276,512.50
02115/2013 110,000 3.500% 5,981.25 115,981.25
08/15/2013 4,056.25 4,056.25
12131/2013 120,037.50
02/15/2014 110,000 3.625% 4,056.25 114,056.25
08/15/2014 2,062.50 2,062.50
12/31/2014 116,118.75
02115/2015 110,000 3.750% 2,062.50 112,062.50
12131/2015 112,062.50
2,380,000 331,879.82 2,711,879.82 2,711,879.82
an 20, 2005 12:41 pro Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 7
PROOF OF ARBITRAGE YIELD
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Present Value
to 02/08/2005
Date Debt Service Total @ 3.1061475%
0211512005 281,379.82 281,379.82 281,211.23
08115/2005 31,981.25 31,981.25 31,473.29
02/15/2006 276,981.25 276,981.25 268,413.24
08/15/2006 28,918.75 28,918.75 27,595.61
02/15/2007 268,918.75 268,918.75 252,690.26
08115/2007 25,918.75 25,918.75 23,982.17
02/15/2008 270,918.75 270,918.75 246,842.73
08/15/2008 22,550.00 22,550.00 20,231.81 -
0211512009 287,550.00 287,550.00 254,043.74
08/15/2009 18, 575.00 18,575.00 16,159.61
02/15/2010 278,575.00 278,575.00 238,644.33
08/15/2010 14,675.00 14, 675.00 12, 379.24
02/1512011 269,675.00 269,675.00 224,008.00
08115/2011 10,531.25 10,531.25 8,614.10
02/15/2012 270,531.25 270,531.25 217,898.45
08/15/2012 5,981.25 5,981.25 4,743.90
02/15/2013 115,981.25 115,981.25 90,581.25
08/15/2013 4,056.25 4,056.25 3,119.48
02/15/2014 114,056.25 114,056.25 86,374.09
08/15/2014 2,062.50 2,062.50 1,538.03
02115/2015 112,062.50 112,062.50 82,288.39
2,711,879.82 2,711,879.82 2,392,832.95
Proceeds Summary
Delivery date 02108/2005
Par Value 2,380,000.00
Premium (Discount) 12,832.95
Target for yield calculation 2,392,832.95
~n 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 8
PRIOR BOND DEBT SERVICE
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
02/08/2005
02115/2005 125,000 5.000% 27,500.00 152,500.00
05/01/2005 29,417.50 29,417.50
08/15/2005 24,375.00 24,375.00
11/0112005 90,000 5.100% 29,417.50 119,417.50
12131/2005 325,710
02/15/2006 125,000 5.000% 24,375.00 149,375.00
05/01/2006 27,122.50 27,122.50
08/15/2006 21,250.00 21,250.00
11/01/2006 90,000 5.100% 27,122.50 117,122.50
1213112006 314,870
02115/2007 125,000 5.000% 21,250.00 146,250.00
05/0112007 24,827.50 24,827.50
08/15/2007 18,125.00 18,125.00
1110112007 90,000 5.100% 24,827.50 114,827.50
12131/2007 304,030
02/15/2008 125,000 5.000% 18,125.00 143,125.00
05/01/2008 22,532.50 22,532.50
08/1512008 15,000.00 15,000.00
11/01/2008 100,000 5.100% 22,532.50 122,532.50
12131/2008 303,190
02115/2009 150,000 5.000% 15,000.00 165,000.00
05/01/2009 19,982.50 19,982.50
08/15/2009 11,250.00 11,250.00
11/01/2009 100,000 5.200% 19,982.50 119,982.50
12/3112009 316,215
02/15/2010 150,000 5.000% 11,250.00 161,250.00
05/01/2010 17,382.50 17,382.50
08/15/2010 7,500.00 7,500.00
11/01/2010 100,000 5.300% 17,382.50 117,382.50
12/31/2010 303,515
02/15/2011 150,000 5.000% 7,500.00 157,500.00
05/01/2011 14,732.50 14,732.50
08/15/2011 3,750.00 3,750.00
11/01/2011 100,000 5.375% 14,732.50 114,732.50
12/31/2011 290,715
02/15/2012 150,000 5.000% 3,750.00 153,750.00
05/01/2012 12,045.00 12,045.00
11/0112012 110,000 5.400% 12,045.00 122,045.00
12/31/2012 287,840
05/01/2013 9,075.00 9,075.00
11/01/2013 110,000 5.500% 9,075.00 119,075.00
12/3112013 128,150
05101/2014 6,050.00 6,050.00
11101/2014 110,000 5.500% 6,050.00 116,050.00
Amen 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 9
PRIOR BOND DEBT SERVICE
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
12/31/2014 122,100
05/0112015 3,025.00 3,025.00
11/0112015 110,000 5.500% 3,025.00 113,025.00
12/31/2015 116,050
2,210,000 602,385.00 2,812,385.00 2,812,385
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 10
ESCROW REQUIREMENTS
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Period Principal Redemption
Ending Principal Interest Redeemed Premium Total
02/15/2005 125,000.00 27,500.00 152,500.00
05/01/2005 29,417.50 29,417.50
08/15/2005 24,375.00 975,000.00 999,375.00
11/0112005 90,000.00 29,417.50 119,417.50
05/01/2006 27,122.50 27,122.50
11/0112006 90,000.00 27,122.50 930,000.00 18,600.00 1,065,722.50
305,000.00 164,955.00 1,905,000.00 18,600.00 2,393,555.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 11
ESCROW DESCRIPTIONS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Type of Type of Maturity First Inl Par Max
Security SLGS Date Pmt Date Amount Rate Rate
Feb 8, 2005:
SLG Certificate 05101/2005 05/01/2005 22,036 2.120% 2.120%
SLG Certificate 08/15/2005 08/15/2005 985,968 2.640% 2.640%
SLG Certificate 11/01/2005 11/01/2005 101,354 2.710% 2.710%
SLG Note 05/01/2006 05/01/2005 11,062 2.830% 2.830%
SLG Note 11/01/2006 05/01/2005 1,049,817 3.030% 3.030%
2,170,237
SLGS Summary
SLGS Rates File 20JAN05
Total Certificates of Indebtedness 1,109,358.00
Total Notes 1,060,879.00
Total original SLGS 2,170,237.00
an 20, 2005 12:41 pm Prepared by Roosevelt 8 Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 12
ESCROW CASH FLOW
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Net Escrow
Dale Principal Interest Receipts
05101/2005 22,036.00 7,361.32 29,417.32
08/15/2005 985,968.00 13,407.00 999,375.00
11/01/2005 101, 354.00 18, 062.96 119, 416.96
05/01/2006 11,062.00 16,061.26 27,123.26
11/01/2006 1,049,817.00 15,904.73 1,065,721.73
2,170,237.00 70,817.27 2,241,054.27
Escrow Cost Summary
Purchase date 02108/2005
Purchase cost of securities 2,170,237.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 14
ESCROW SUFFICIENCY
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 0411511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
02/08/2005 152,520.73 152,520.73 152,520.73
02/15/2005 152,500.00 -152,500.00 20.73
05/01/2005 29,417.50 29,417.32 -0.18 20.55
08/15/2005 999,375.00 999,375.00 20.55
11/01/2005 119,417.50 119,416.96 -0.54 20.01
05/01/2006 27,122.50 27,123.26 0.76 20.77
11/01/2006 1,065,722.50 1,065,721.73 -0.77 20.00
2,393,555.00 2,393,575.00 20.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 15
ESCROW COST
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Type of Maturity Par Total
Security Date Amount Rate Cost
SLG 05/01/2005 22,036 2.120% 22,036.00
SLG 08/15/2005 985,966 2.640% 985,968.00
SLG 11/01/2005 101,354 2.710% 101,354.00
SLG 05/01/2006 11,062 2.830% 11,062.00
SLG 11/01/2006 1,049,817 3.030% 1,049,817.00
2,170,237 2,170,237.00
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
02108/2005 2,170,237 152,520.73 2,322,757.73
2,170,237 152,520.73 2,322,757.73
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 13
ESCROW STATISTICS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005-2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time
REFUNDING BONDS, Global Proceeds Escrow:
1,184,279.73 1.560 3.007388% 3.007363% 1,182,456.11 1,823.08 0.54
1,138,478.00 0.513 2.617096% 2.617096% 1,135,920.19 2,466.28 91.53
2,322,757.73 2,318,376.30 4,289.36 92.07
Delivery date 02108/2005
Arbitrage yield 3.106148%
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 16
PROOF OF COMPOSITE ESCROW YIELD
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
All restricted escrows funded by bond proceeds
Present Value
Security to 02/08/2005
Date Receipts @ 2.9237104%
05/01/2005 29,417.32 29,221.12
08/15/2005 999,375.00 984,420.33
11/01/2005 119,416.96 116,911.42
05/01/2006 27,123.26 26,171.58
11/0112006 1, 065, 721.73 1, 013, 512.56
2,241,054.27 2,170,237.00
Escrow Cost Summary
Purchase date 02/08/2005
Purchase cost of securities 2,170,237.00
Target for yield calculation 2,170,237.00
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 17
BOND SUMMARY STATISTICS
Town of Southold,. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 -2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Last Maturity 02115/2015
Arbitrage Yield 3.106148%
True Interest Cost (TIC) 3.323105%
Net Interest Cost (NIC) 3.789872%
All-In TIC 3.844932%
Average Coupon 3.258107%
Average Life (years) 4.280
Duration of Issue (years) 3.923
Par Amount 2,380,000.00
Bond Proceeds 2,392,832.95
Total Interest 331,879.82
Net Interest 339,046.87
Bond Years from Dated Date 10,186,277.78
Bond Years from Delivery Date 10,186,277.78
Total Debt Service 2,711,879.82
Maximum Annual Debt Service 313,361.07
Average Annual Debt Service 270,661.70
Underwriter's Fees (per $1000)
Average Takedown
Other Fee 8.403361
Total Underwriter's Discount 8.403361
Bid Price 99.698863
Par Average Average
Bond Component Value Price Coupon Life
Serial Bonds 2,380,000.00 100.539 3.258% 4.280
2,380,000.00 4.280
All-In Arbitrage
TIC TIC Yield
Par Value 2,380,000.00 2,380,000.00 2,380,000.00
+Accrued Interest
+ Premium (Discount) 12,832.95 12,832.95 12,832.95
- Underwriter's Discount -20,000.00 -20,000.00
- Cost of Issuance Expense -47,000.00
- Other Amounts
Target Value 2,372,832.95 2,325,832.95 2,392,832.95
Target Date 02/08/2005 02/08/2005 02108/2005
Yield 3.323105% 3.844932% 3.106148%
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 18
FORM 8038 STATISTICS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Dated Date 02/08/2005
Delivery Date 02/08/2005
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Serial Bonds:
02115/2005 280,000.00 2.500% 100.009 280,025.20 280,000.00
02/15/2006 245,000.00 2.500% 100.300 245,735.00 245,000.00
02/15/2007 240,000.00 2.500% 100.195 240,468.00 240,000.00
02/15/2008 245,000.00 2.750% 100.577 246,413.65 245,000.00
02/15/2009 265,000.00 3.000% 101.135 268,007.75 265,000.00
02/15/2010 260,000.00 3.000% 100.463 261,203.80 260,000.00
02115/2011 255,000.00 3.250% 100.817 257,083.35 255,000.00
02/15/2012 260,000.00 3.500% 101.243 263,231.80 260,000.00
02115/2013 110,000.00 3.500% 100.000 110,000.00 110,000.00
02115/2014 110,000.00 3.625% 100.190 110,209.00 110,000.00
02/15/2015 110,000.00 3.750% 100.414 110,455.40 110,000.00
2,380,000.00 2,392,832.95 2,380,000.00
Stated Weighted Net
Maturity Interest Issue Redemption Average Interest
Date Rate Price at Maturity Maturity Yield Cost
Feral Maturity 02/15/2015 3.750% 110,455.40 110,000.00
Entire Issue 2,392,832.95 2,380,000.00 4.2845 3.1061% 3.1120%
Proceeds used for accrued interest 0.00
Proceeds used for bond issuance costs (including underwriters' discount) 67,000.00
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
Proceeds used to currently refund prior issues 0.00
Proceeds used to advance refund prior issues 2,322,757.73
Remaining weighted average maturity of the bonds to be currently refunded 0.0194
Remaining weighted average maturity of the bonds to be advance refunded 5.1075
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 19
FORM 8038 STATISTICS
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Refunded Bonds
Bond
Component Date Principal Coupon Price Issue Price
Various Purposes Serial Bonds, 1993:
SERIAL 02115/2005 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2006 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/1512007 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2008 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2009 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/1512010 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/15/2011 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/15/2012 150,000.00 5.000% 100.000 150,000.00
1,100,000.00 1,100,000.00
Agricultural Land Preservation Serial Bonds, 1995:
SERIALS 11/01/2005 90,000.00 5.100% 102.355 92,119.50
SERIALS 11101/2006 90,000.00 5.100% 101.681 91,512.90
SERIALS 11/01/2007 90,000.00 5.100% 100.892 90,802.80
SERIALS 11101/2008 100,000.00 5.100% 100.000 100,000.00
SERIALS 11/01/2009 100,000.00 5.200% 100.000 100,000.00
SERIALS 11/01/2010 100,000.00 5.300% 100.000 100,000.00
SERIALS 11/01/2011 100,000.00 5.375% 99.733 99,733.00
SERIALS 11/01/2012 110,000.00 5.400% 98.362 108,198.20
SERIALS 11/01/2013 110,000.00 5.500% 99.434 109,377.40
SERIALS 11/01/2014 110,000.00 5.500% 96.838 108,721.80
SERIALS 11/01/2015 110,000.00 5.500% 98.215 108,036.50
1,110,000.00 1,108,502.10
2,210,000.00 2,208,502.10
Remaining
Last Weighted
Call Issue Average
Date Date Maturity
Various Purposes Serial Bonds, 1993 08/15/2005 04/22/1993 3.7013
Agricultural Land Preservation Serial Bonds, 1995 11/01/2006 11/08/1995 5.9293
All Refunded Issues 11/01/2006 4.8196
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 20
SUMMARY OF BONDS REFUNDED
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Various Purposes Serial Bonds, 1993, 1993:
SERIAL 02/15/2005 5.000% 125,000.00
02/15/2006 5.000% 125,000.00 08/15/2005 100.000
02/1512007 5.000% 125,000.00 08/15/2005 100.000
02115/2008 5.000% 125,000.00 08/15/2005 100.000
02115/2009 5.000% 150,000.00 08/15/2005 100.000
02/15/2010 5.000% 150,000.00 08/15/2005 100.000
02/15/2011 5.000% 150,000.00 08/15/2005 100.000
02115/2012 5.000% 150,000.00 08/15/2005 100.000
1,100,000.00
Agricultural Land Preservation Serial Bonds, 1995,1995;
SERIALS 11/01/2005 5.100% 90,000.00
11101/2006 5.100% 90,000.00
11/01/2007 5.100% 90,000.00 11/01/2006 102.000
11/01/2008 5.100% 100,000.00 11/01/2006 102.000
11/01/2009 5.200% 100,000.00 11/0112006 102.000
11101/2010 5.300% 100,000.00 11/01/2006 102.000
11/01/2011 5.375% 100,000.00 11/01/2006 102.000
11/0112012 5.400% 110,000.00 11/01/2006 102.000
11/0112013 5.500% 110,000.00 11/01/2006 102.000
11/01/2014 5.500% 110,000.00 11101/2006 102.000
11/01/2015 5.500% 110,000.00 11/01/2006 102.000
1,110,000.00
2,210,000.00
San 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_Nil Page 21
SOURCES AND USES OF FUNDS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005 - 2015)
Dated Date 02108/2005
Delivery Dale 02/08/2005
Sources:
Bond Proceeds:
Par Amount 1,215,000.00
Premium 5,875.20
1,220,875.20
Uses:
Refunding Escrow Deposits:
Cash Deposit 10.73
SLG Purchases 1,184,269.00
1,184,279.73
Delivery Dale Expenses:
Cost of Issuance 23,993.69
Underwriter's Discount 10,210.08
34,203.77
Other Uses of Funds:
Additional Proceeds 2,391.70
1,220,875.20
Van 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 22
SUMMARY OF REFUNDING RESULTS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/0112005-2015)
Dated Date 02/08/2005
Delivery Dale 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 3.007388%
Bond Par Amount 1,215,000.00
True Interest Cost 3.430634%
Net Interest Cost 3.830931%
All-In TIC 3.885498%
Average Coupon 3.363742%
Average Life 4.991
Par amount of refunded bonds 1,110,000.00
Average coupon of refunded bonds 5.384938%
Average life of refunded bonds 5.965
PV of prior debt to 02108/2005 @ 3.106148% 1,259,050.62
Net PV Savings 33,186.99
Percentage savings of refunded bonds 2.989819%
Percentage savings of refunding bonds 2.731440%
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 23
SAVINGS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2005 125,727.22 -125,727.22 -125,651.89
05/01/2005 29,417.50 29,417.50 29,209.19
08/15/2005 17,137.50 -17,137.50 -16,865.30
11/01/2005 119,417.50 119,417.50 116,758.54
12/31/2005 5,970.28
02/15/2006 122,137.50 -122,137.50 -118,359.36
05/01/2006 27,122.50 27,122.50 26,113.03
08/15/2006 15,825.00 -15,825.00 -15,100.95
11/01/2006 117,122.50 117,122.50 111,038.83
12/31/2006 6,282.50
02/15/2007 120,825.00 -120,825.00 -113,533.55
05/0112007 24,827.50 24,827.50 23,177.92
08/15/2007 14,512.50 -14,512.50 -13,428.16
11/01/2007 114,827.50 114,827.50 105,558.76
1213112007 4,317.50
02/15/2008 124,512.50 -124,512.50 -113,447.32
05/01/2008 22,532.50 22,532.50 20,396.92
08115/2008 13,000.00 -13,000.00 -11,663.57
11/0112008 122,532.50 122,532.50 109,222.86
12/31/2008 7,552.50
02/15/2009 123,000.00 -123,000.00 -108,667.64
05/01/2009 19,982.50 19,982.50 17,539.57
08/15/2009 11,350.00 -11,350.00 -9,874.11
11/01/2009 119,982.50 119,982.50 103,703.64
12131/2009 5,615.00
02/15/2010 121,350.00 -121,350.00 -103,955.81
05/01/2010 17,382.50 17,382.50 14,794.33
08/15/2010 9,700.00 -9,700.00 -8,182.53
11/01/2010 117,382.50 117,382.50 98,376.94
12/31/2010 3,715.00
02/15/2011 114,700.00 -114,700.00 -95,276.60
05/01/2011 14,732.50 14,732.50 12,158.31
08115/2011 7,993.75 -7,993.75 -6,538.53
11/01/2011 114,732.50 114,732.50 93,237.42
12/31/2011 6,771.25
02/15/2012 122,993.75 -122,993.75 -99,064.88
05/01/2012 12,045.00 12,045.00 9,638.68
08/15/2012 5,981.25 -5,981.25 -4,743.90
11101/2012 122,045.00 122,045.00 96,169.56
12/31/2012 5,115.00
02/15/2013 115,981.25 -115,981.25 -90,581.25
05/01/2013 9,075.00 9,075.00 7,041.60
08/15/2013 4,056.25 -4,056.25 -3,119.48
11/01/2013 119,075.00 119,075.00 90,981.29
12131/2013 8,112.50
02/15/2014 114,056.25 -114,056.25 -86,374.09
05/01/2014 6,050.00 6,050.00 4,551.91
08115/2014 2,062.50 -2,062.50 -1,538.03
11/01/2014 116,050.00 116,050.00 85,978.62
12131/2014 5,981.25
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 24
SAVINGS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
Present Value
Prior Refunding Annual to 02108/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2015 112,062.50 -112,062.50 -82,288.39
05/01/2015 3,025.00 3,025.00 2,206.87
11101/2015 113,025.00 113,025.00 81,195.83
12131/2015 3,987.50
1,482,385.00 1,418,964.72 63,420.28 63,420.28 30,795.29
Savings Summary
PV of savings from cash flow 30,795.29
Plus: Refunding funds on hand 2,391.70
Net PV Savings 33,186.99
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 25
BOND DEBT SERVICE
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 - 2015)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02/15/2005 125,000 2.500% 727.22 125,727.22
08115/2005 17,137.50 17,137.50
12/31/2005 142,864.72
02/15/2006 105,000 2.500% 17,137.50 122,137.50
08115/2006 15,825.00 15,825.00
12131/2006 137,962.50
0205/2007 105,000 2.500% 15,825.00 120,825.00
08/15/2007 14,512.50 14,512.50
12/31/2007 135,337.50
02/15/2008 110,000 2.750% 14,512.50 124,512.50
08/15/2008 13,000.00 13,000.00
12131/2008 137,512.50
02115/2009 110,000 - 3.000% 13,000.00 123,000.00
08115/2009 11,350.00 11,350.00
12/31/2009 134,350.00
02/1512010 110,000 3.000% 11,350.00 121,350.00
08115/2010 9,700.00 9,700.00
12131/2010 131,050.00
02/15/2011 105,000 3.250% 9,700.00 114,700.00
08115/2011 7,993.75 7,993.75
12131/2011 122,693.75
02/15/2012 115,000 3.500% 7,993.75 122,993.75
08/15/2012 5,981.25 5,981.25
12131/2012 128,975.00
02115/2013 110,000 3.500% 5,981.25 115,981.25
08/15/2013 4,056.25 4,056.25
12131/2013 120,037.50
02115/2014 110,000 3.625% 4,056.25 114,056.25
08115/2014 2,062.50 2,062.50
12131/2014 116,118.75
02/15/2015 110,000 3.750% 2,062.50 112,062.50
12131/2015 112,062.50
1,215,000 203,964.72 1,418,964.72 1,418,964.72
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 26
BOND PRICING
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
Maturity
Bond Component Dale Amount Rate Yield Price
Serial Bonds:
02/15/2005 125,000 2.500% 2.000% 100.009
02/15/2006 105,000 2.500% 2.200% 100.300
02/15/2007 105,000 2.500% 2.400% 100.195
02/15/2008 110,000 2.750% 2.550% 100.577
02/15/2009 110,000 3.000% 2.700% 101.135
02115/2010 110,000 3.000% 2.900% 100.463
02/15/2011 105,000 3.250% 3.100% 100.817
02/15/2012 115,000 3.500% 3.300% 101.243
02115/2013 110,000 3.500% 3.500% 100.000
02/15/2014 110,000 3.625% 3.600% 100.190
02/15/2015 110,000 3.750% 3.700% 100.414
1,215,000
Dated Date 02/08/2005
Delivery Date 02/08/2005
First Coupon 02/15/2005
Par Amount 1,215,000.00
Premium 5,875.20
Production 1,220,875.20 100.483556%
Underwriter's Discount -10,210.08 -0.840336%
Purchase Price 1,210,665.12 99.643220%
Accrued Interest
Net Proceeds 1,210,665.12
Adw~
Wan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 27
SUMMARY OF BONDS REFUNDED
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Agricultural Land Preservation Serial Bonds, 1995,1995:
SERIALS 11/01/2005 5.100% 90,000.00
11/0112006 5.100% 90,000.00
11/01/2007 5.100% 90,000.00 11/0112006 102.000
11/0112008 5.100% 100,000.00 11/01/2006 102.000
11/01/2009 5.200% 100,000.00 11/01/2006 102.000
11/01/2010 5.300% 100,000.00 11/01/2006 102.000
11/01/2011 5.375% 100,000.00 11/01/2006 102.000
11/01/2012 5.400% - 110,000.00 11/01/2006 102.000
11/01/2013 5.500% 110,000.00 11101/2006 102.000
11101/2014 5.500% 110,000.00 11/01/2006 102.000
11/0112015 5.500% 110,000.00 11/01/2006 102.000
1,110,000.00
Wan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 28
PRIOR BOND DEBT SERVICE
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005 - 2015)
Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
02/08/2005
05/01/2005 29,417.50 29,417.50
11101/2005 90,000 5.100% 29,417.50 119,417.50
12131/2005 148,835
05/01/2006 27,122.50 27,122.50
11/01/2006 90,000 5.100% 27,122.50 117,122.50
12/31/2006 144,245
05/01/2007 24,827.50 24,827.50
11/01/2007 90,000 5.100% 24,827.50 114,827.50
12/31/2007 139,655
05/01/2008 22,532.50 22,532.50
11/01/2008 100,000 5.100% 22,532.50 122,532.50
12/3112008 145,065
05/01/2009 19,982.50 19,982.50
11/01/2009 100,000 5.200% 19,982.50 119,982.50
12131/2009 139,965
05/01/2010 17,382.50 17,382.50
11/01/2010 100,000 5.300% 17,382.50 117,382.50
12/31/2010 134,765
05/01/2011 14,732.50 14,732.50
11/01/2011 100,000 5.375% 14,732.50 114,732.50
12/31/2011 129,465
05/01/2012 12,045.00 12,045.00
11/01/2012 110,000 5.400% 12,045.00 122,045.00
12/31/2012 134,090
05/01/2013 9,075.00 9,075.00
11/01/2013 110,000 5.500% 9,075.00 119,075.00
12/31/2013 128,150
05101/2014 6,050.00 6,050.00
11/01/2014 110,000 5.500% 6,050.00 116,050.00
12/31/2014 122,100
05/0112015 3,025.00 3,025.00
11/01/2015 110,000 5.500% 3,025.00 113,025.00
12131/2015 116,050
1,110,000 372,385.00 1,482,385.00 1,482,385
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 29
SOURCES AND USES OF FUNDS
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Sources:
Bond Proceeds:
Par Amount 1,165,000.00
Premium 6,957.75
1,171,957.75
Uses:
Refunding Escrow Deposits:
Cash Deposit 152,510.00
SLG Purchases 985,968.00
1,138,478.00
Delivery Date Expenses:
Cost of Issuance 23,006.31
Underwriter's Discount 9,789.92
32,796.23
Other Uses of Funds:
Additional Proceeds 683.52
1,171,957.75
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 30
SUMMARY OF REFUNDING RESULTS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 2.617096%
Bond Par Amount 1,165,000.00
True Interest Cost 3.169691%
Net Interest Cost 3.729482%
All-In TIC 3.787302%
Average Coupon 3.102738%
Average Life 3.539
Par amount of refunded bonds 1,100,000.00
Average coupon of refunded bonds 5.000000%
Average Irfe of refunded bonds 3.701
PV of prior debt to 02108/2005 @ 3.106148% 1,197,244.80
Net PV Savings 33,350.74
Percentage savings of refunded bonds 3.031885%
Percentage savings of refunding bonds 2.862724%
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross; Inc. (Finance 5.012 nys:R2X_Nil Page 31
SAVINGS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02115/2005 - 2012)
Present Value
Prior Refunding Annual to 02/0812005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2005 152,500.00 155,652.60 -3,152.60 -3,150.71
08/15/2005 24,375.00 14,843.75 9,531.25 9,379.86
12131/2005 6,378.65
02/15/2006 149,375.00 154,843.75 -5,468.75 -5,299.58
08/15/2006 21,250.00 13,093.75 8,156.25 7,783.07
12131/2006 2,687.50
02115/2007 146,250.00 148,093.75 -1,843.75 -1,732.48
08/15/2007 18,125.00 11,406.25 6,718.75 6,216.74
12/31/2007 4,875.00
02/15/2008 143,125.00 146,406.25 -3,281.25 -2,989.65
08/15/2008 15,000.00 9,550.00 5,450.00 4,889.73
12131/2008 2,168.75
02115/2009 165,000.00 164,550.00 450.00 397.56
08/15/2009 11,250.00 7,225.00 4,025.00 3,501.61
12/31/2009 4,475.00
02/15/2010 161,250.00 157,225.00 4,025.00 3,448.06
08/1512010 7,500.00 4,975.00 2,525.00 2,129.99
12/31/2010 6,550.00
02115/2011 157,500.00 154,975.00 2,525.00 2,097.41
08/15/2011 3,750.00 2,537.50 1,212.50 991.77
12131/2011 3,737.50
02/15/2012 153,750.00 147,537.50 6,212.50 5,003.84
12/31/2012 6,212.50
1,330,000.00 1,292,915.10 37,084.90 37,084.90 32,667.22
Savings Summary
PV of savings from cash flow 32,667.22
Plus: Refunding funds on hand 683.52
Net PV Savings 33,350.74
Wan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 32
BOND DEBT SERVICE
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02/15/2005 155,000 2.500% 652.60 155,652.60
08/15/2005 14,843.75 14,843.75
12131/2005 170,496.35
02115/2006 140,000 2.500% 14,843.75 154,843.75
08/15/2006 13,093.75 13,093.75
12/31/2006 167,937.50
02115/2007 135,000 2.500% 13,093.75 148,093.75
08/1512007 11,406.25 11,406.25
12/3112007 159,500.00
02/15/2008 135,000 2.750% 11,406.25 146,406.25
08/15/2008 9,550.00 9,550.00
12131/2008 155,956.25
02115/2009 155,000 3.000% 9,550.00 164,550.00
08/1512009 7,225.00 7,225.00
1213112009 171,775.00
02115/2010 150,000 3.000% 7,225.00 157,225.00
08/15/2010 4,975.00 4,975.00
12/31/2010 162,200.00
02!15/2011 150,000 3.250% 4,975.00 154,975.00
08/15/2011 2,537.50 2,537.50
12/31/2011 157,512.50
02115/2012 145,000 3.500% 2,537.50 147,537.50
12/31/2012 147,537.50
1,165,000 127,915.10 1,292,915.10 1,292,915.10
an 20, 2005 12:41 pm Prepared by Roosevelt 8 Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 33
BOND PRICING
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds:
02/15/2005 155,000 2.500% 2.000% 100.009
02/15/2006 140,000 2.500% 2.200% 100.300
02115/2007 135,000 2.500% 2.400% 100.195
02115/2008 135,000 2.750% 2.550% 100.577
02115/2009 155,000 3.000% 2.700% 101.135
02/15/2010 150,000 3.000% 2.900% 100.463
02/15/2011 150,000 3.250% 3.100% 100.817
02/15/2012 145,000 3.500% 3.300% 101.243
1,165,000
Dated Date 02/082005
Delivery Date 02108/2005
First Coupon 02/152005
Par Amount 1,165,000.00
Premium 6,957.75
Production 1,171,957.75 100.597232%
Underwriter's Discount -9,789.92 -0.840336%
Purchase Price 1,162,167.83 99.756895%
Accrued Interest
Net Proceeds 1,162,167.83
Van 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 34
SUMMARY OF BONDS REFUNDED
Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Various Purposes Serial Bonds, 1993, 1993:
SERIAL 02/15/2005 5.000% 125,000.00
02/15/2006 5.000% 125,000.00 08/15/2005 100.000
02/15/2007 5.000% 125,000.00 08115/2005 100.000
02/15/2008 5.000% 125,000.00 08/15/2005 100.000
02/15/2009 5.000% 150,000.00 08/15/2005 100.000
02/15/2010 5.000% 150,000.00 08/15/2005 100.000
02115/2011 5.000% 150,000.00 08/15/2005 100.000
02/15/2012 5.000% 150,000.00 08/15/2005 100.000
1,100,000.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 35
PRIOR BOND DEBT SERVICE
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Annual
Period Debt Debt
Ending Principal Coupon Interest Service Service
02/08/2005
02115/2005 125,000 5.000% 27,500 152,500
08/15/2005 24,375 24,375
12/31/2005 176,875
02/1512006 125,000 5.000% 24,375 149,375
08115/2006 21,250 21,250
12/31/2006 170,625
02115/2007 125,000 5.000% 21,250 146,250
08115/2007 18,125 18,125
12/31/2007 164,375
02/15/2008 125,000 5.000% 18,125 143,125
08/15/2008 15,000 15,000
12/31/2008 158,125
02/15/2009 150,000 5.000% 15,000 165,000
08/15/2009 11,250 11,250
12131/2009 176,250
02/15/2010 150,000 5.000% 11,250 161,250
08/15/2010 7,500 7,500
12/31/2010 168,750
02/1512011 150,000 5.000% 7,500 157,500
08/15/2011 3,750 3,750
12/31/2011 161,250
02/15/2012 150,000 5.000% 3,750 153,750
12/31/2012 153,750
1,100,000 230,000 1,330,000 1,330,000
Wan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 36
EFFECTIVE INTEREST COST
• Present Value
to 02/08/2005
Date Cashtlow @ 3.1061475%
02115/2005 281,379.82 281,211.23
08/15/2005 31,981.25 31,473.29
02115/2006 276,981.25 268,413.24
08/15/2006 28,918.75 27,595.61
0211512007 268,918.75 252,690.26
08/15/2007 25,918.75 23,982.17
02/15/2008 270,918.75 246,842.73
08/15/2008 22,550.00 20,231.81
02/15/2009 287,550.00 254,043.74
08/15/2009 18,575.00 16,159.61
02115/2010 278,575.00 238,644.33
08/15/2010 14,675.00 12,379.24
02115/2011 269,675.00 224,008.00
08/15/2011 10,531.25 8,614.10
02115/2012 270,531.25 217,898.45
08/15/2012 5,981.25 4,743.90
02115/2013 115,981.25 90,581.25
08/15/2013 4,056.25 3,119.48
02/15/2014 114,056.25 86,374.09
08/15/2014 2,062.50 1,538.03
02115/2015 112,062.50 82,288.39
2,711,879.82 2,392,832.95
Summary
Valuation date 02/08/2005
Amount 2,392,832.95
Target for yield calculation 2,392,832.95
an 20, 2005 12:40 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Pagel
PV OF REFUNDED 1995 BONDS
• Present Value
to 02/06/2005
Date Cashflow @ 3.1061475%
05/01/2005 29,417.50 29,209.19
11/01/2005 119,417.50 116,758.54
05/01/2006 27,122.50 26,113.03
11/01/2006 117,122.50 111, 038.8 3
05101/2007 24,827.50 23,177.92
11/0112007 114, 827.50 105, 558.76
05/01/2008 22,532.50 20,396.92
11/01/2008 122,532.50 109,222.86
05/01/2009 19,982.50 17,539.57
11/01/2009 119,982.50 103,703.64
05101/2010 17,382.50 14,794.33
11/0112010 117,382.50 98,376.94
05/01/2011 14, 732.50 12,158.31
11/01/2011 114,732.50 93,237.42
05/0112012 12,045.00 9,638.68
11/01/2012 122,045.00 96,169.56
05101/2013 9,075.00 7,041.60
11/01/2013 119,075.00 90,981.29
05/01/2014 6,050.00 4,551.91
11/01/2014 116,050.00 85,978.63
05/01/2015 3,025.00 2,206.87
11/01/2015 113,025.00 81,195.83
1,482,385.00 1,259,050.65
Summary
Valuation date 02/08/2005
Amount 1,259,050.65
Target for yield calculation 1,259,050.65
Wan 20, 2005 12:45 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Pagel
PV OF REFUNDING OF 1995 BONDS
is Present Value
to 02/08/2005
Date Cash0ow @ 3.1061475%
02115/2005 125,727.22 125, 651.89
08/15/2005 17,137.50 16,865.30
02/15/2006 122,137.50 118,359.36
08/15/2006 15, 825.00 15,100.95
02115/2007 120,825.00 113,533.55
08/15/2007 14, 512.50 13,428.16
02115/2008 124, 512.50 113,447.32
08/15/2008 13,000.00 11,663.57
02115/2009 123,000.00 108,667.64
08115/2009 11,350.00 9,874.11
02/15/2010 121,350.00 103,955.81
08/15/2010 9,700.00 8,182.53
02115/2011 114,700.00 95,276.60
08/15/2011 7,993.75 6,538.53
02115/2012 122,993.75 99,064.88
08/15/2012 5,981.25 4,743.90
02/15/2013 115,981.25 90,581.25
08115/2013 4,056.25 3,119.48
02115/2014 114,056.25 86,374.09
08/15/2014 2,062.50 1,538.03
02115/2015 112,062.50 82,288.39 -
1,418, 964.72 1,228, 255.36
Summary
Valuation date 02/08/2005
Amount 1,228,255.36
Target for yield calculation 1,226,255.36
Wan 20, 2005 12:43 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
PV OF REFUNDED 1993 BONDS
• Present Value
to 02108/2005
Date Cashflow @ 3.1061475%
02/15/2005 152,500.00 152,408.63
08/15/2005 24,375.00 23,987.85
02115/2006 149,375.00 144,754.30
08/1512006 21,250.00 20,277.73
02/15/2007 146,250.00 137,424.23
08/15/2007 18,125.00 16, 770.75
02/15/2008 143,125.00 130,405.76
08/15/2008 15,000.00 13,457.97
02115/2009 165,000.00 145,773.67
08115/2009 11,250.00 9,787.11
02115/2010 161,250.00 138,136.58
08/15/2010 7,500.00. 6,326.70
02/15/2011 157,500.00 130,828.81
06/15/2011 3,750.00 3,067.33
02115/2012 153,750.00 123,837.40
1, 330, 000.00 1,197, 244.82
Summary
Valuation date 02/08/2005
Amount 1,197,244.82
Target for yield calculation 1,197,244.82
Anl~
an 20, 2005 12:45 pm Prepared by Roosevelt 8 Cross, Inc. (Finance 5.012) Page 1
PV OF REFUNDING OF 1993 BONDS
• Present Value
to 02/08/2005
Dale CashBow @ 3.1061475%
02/15/2005 155,652.60 155,559.34
08/1512005 14, 843.75 14, 607.98
02/15/2006 154,843.75 150,053.89
08115/2006 13,093.75 12,494.66
0211512007 148,093.75 139,156.71
08/15/2007 11,406.25 10,554.00
0211512008 146,406.25 133,395.41
08/15/2008 9,550.00 8,568.24
02/15/2009 164,550.00 145,376.10
08115/2009 7,225.00 6,285.50
02115/2010 157,225.00 134,688.52
08/15/2010 4,975.00 4,196.71
0205/2011 154, 975.00 128,731.40
08/15/2011 2,537.50 2,075.56
02/15/2012 147,537.50 118,833.56
1,292, 915.10 1,164, 577.59
Summary
Valuation date 02/08/2005
Amount 1,164,577.59
Target for yield calculation 1,164,577.59
Oan 20, 2005 12:46 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
U1//1//VU.7 Ua:e01jr1 rAAUUM YAUE 'L Ur 'L
r '
DEPARTMENT OF THE TREASURY
~i BUREAU OF THE PUBLIC DEBT
PARKERSBURG, WV 26106-1328
1/21/20051
[N: sury Case Number Assigned: 06-01704
Table Date: 1/20/2006
e Date: 08/2006
e
Amount: 170,237.00
1.6001939
er Name: own of Southold
REMARKS:
CONFIRMATION NOTICE - SLGS Time
Confirmation of Subscription Receipt *PD F FORM 4144 TIME DEPOSIT RECEIVED.
THANK YOU.
Beginning in early 2006, we expect it to become mandatory that you use SLGSafe for all
SLGS transactions and we will no longer be accepting FAX transaction requests. Please
visit www.sigs.gov for more Information and system access request forms.
-JAN-21-2005 4:28PM SOUTHOLD SUPERVISORS N0.555 P. I
F4146 a
• OB
0*paMreat OF SUSSCPJPTION FOR PURCHASE AND ISSUE OF 01011 NO. tsasoooz
a'++r hB It tr,
esu of tM l ~fo Debt U.S. TREASURY SECUR171t35 ,
0s• n aop~ STATE AND LOCAL GOVERNMENT SERIES
TIME DEPOSIT
See lnslruslfons On amok
1'' ulu" to Ihr prwWwm of *0 Depat"ard of IM TnamW OMWO . pyblic Debt Sadao No. 3.7Z amahl reviuon (31 CFR Part344),
dalslgrtt. f hereby suhaad bas fur f)1a Pu dmu of Stara a td Loom Govemmwg Sodas secud, Th e lRldwoned vwghs that
0ds suhacdP&) i ww0w+dsh ha regWmmehls In 31 GM pan 344. as. SUBSCrarn"STATUS: (Chaolteno) NEW ? CHANOE
CANCEL
SUBSCIu na f paMUB AlIOU M $4170, 7.00 ISSUE DATE ?,_J_L_j 5
SIXTE OR LOt:AL GOMM MIiNT IfIODY;
TaxpayerlderdiGem Nranbor 11 _ 6001038
Name: T`w I Of Southold
Addram TOw1 r H 53085 slain Sb+ese
City: SOLI cold stale NY 11971
Conoct Person: Jar shut Y. n 7JP Code:
lblephow •{&_'l i 765.4333 63
Far 765.1366
TRUST 6E BMi % (As grpdnred by Stab or Ux:d Govemment Body)
ABA Roullw. Nur tw. 22!P-00-0_18
Name ! 8 ank of New Yatrk
Address: 101 B trdey Street
Qty @w Y or k
State: 70256
Comm Pemom _ swell G oo 21P Cede:
Tekphons 12;915.5755 F= 21 01&s455
Town Of South dd, New York
(Orpanlrs0ort) -
JaahuaY. Had , Supervisoa-
(Nams and 7510 J
_n W04,
ift ature) r ~6 S 16311765 4333
- t~rei treaepnonel
FOR USE OF THE BUREAU OF 7711! PUBUC Oror
Rate TaNe 0sle:,. Processed by.
Verified byr.
•
VL/ VY/ LVVJ VL • 11YC1 1"IIAVwrl c[aV a. a. v- a.
DEPARTMENT OF THE TREASURY
BUREAU OF THE PUBLIC DEBT
PARKERSBURG, VIN 26106-1328
214/200611
reasury Case Number Assigned: 06-01704
ate Table Date: 1/20/2006
ssue Date: 812006
ssue Amount: ,170,237.00
IN: 1-6001939
er Name: own of Southold
REMARKS:
CONFIRMATION NOTICE - SLGS Time
Confirmation of Subscription Receipt
Beginning In early 2006, we expect it to become mandatory that you use SLGSafe for all
SLGS transactions and we will no longer be accepting FAX transaction requests. Please
visit www.sigs.gov for more information and system access request forms.
•
PD F 4144 SUBSCRIPTION FOR PURCHASE AND ISSUE OF OMB NO. 1535-0092
Department of the Treasury
Bureau of the Public Debt U.S. TREASURY SECURITIES
(Revised July 1999) STATE AND LOCAL GOVERNMENT SERIES
0 TIME DEPOSIT
See Instructions On Back
Pursuant to the provisions of the Department of the Treasury Circular, Public Debt Series No. 3-72, current revision (31 CFR Part 344),
the undersigned hereby subscribes for the purchase of State and Local Government Series securities. The undersigned certifies that
this subscription complies with the, requirements in 31 CFR Part 344.
SUBSCRIPTION STATUS: (Check one) NEW CHANGE ? CANCEL
SUBSCRIPTION ISSUE AMOUNT: $ 2,170,237 ISSUEDATE: 2/8/2005
MM DD yy
STATE OR LOCAL GOVERNMENT BODY:
Taxpayer Identification Number: 11 - 6001939
Name: Town of Southold
Address: Town Hall, 53095 Main Road
City: Southold State: NY ZIP Code: 11971
Contact Person: Joshua Y. Horton
Telephone: (631) 765-4333 Fax: (631) 765-1366
TRUSTEE BANK: (As appointed by State or Local Government Body)
ABA Routing Number: 021000018
Name: The Hank of New York
Address: 101 Barclay Street
City: New York State: NY ZIP Code: 10286
Contact Person: Roa Newell-Goodrich
Telephone: (212) 815-5758 Fax: (212) 815-3455
Town of Southold, New York
(Organization)
Joshua Y. H ton, Supervisor
(Name and Titl
1 / /2005 (631) 765-4333
(Signature) (Date) (Telephone)
FOR USE OF THE BUREAU OF THE PUBLIC DEBT
Case Number: Rate Table Date: Processed by: Verified by:
PD F 4144-1 ACCOUNT INFORMATION FOR OMB NO. 1535-0092
Department
tha of the Public Debt Treasury
Bureau of U.S. TREASURY SECURITIES
(Revised July 1999) STATE AND LOCAL GOVERNMENT SERIES
TIME DEPOSIT
See Instructions On Back
The United States Treasury Securities - State and Local Government Series subscribed for on PD F 4144 to which this form
is attached and incorporated, are requested to be issued and held in book-entry accounts on the books of the Department of
the Treasury.
INFORMATION FOR INTEREST AND PRINCIPAL PAYMENTS:
Direct Deposit (ACH) Payment Instructions
ABA Routing Number: 021000018 (Limit 9 characters)
Account Name: Escrow Deposit Fund (Limit 22 characters)
Account Number: GLA 111-566 INC
(Limit 17 characters)
Account Type: (check one) Checking Savings El
Financial Institution Managing (ACH) Payments
Name: The Bank of New York
Address: 101 Barclay Street
City New York State: NY ZIP Code: 11971
Contact Person: Roz Newell-Goodrich
Telephone: (212) 815-5758 Fax: (212) 815-3455
FINANCIAL INSTITUTION TRANSMITTING FUNDS FOR PURCHASE:
ABA Routing Number: 021000018
Name: The Bank of New York
Contact Person: Roz Newell-Goodrich
Telephone: (212) 815-5758 Fax: (212) 815-3455
PD F 4144-2 SCHEDULE OF U.S. TREASURY SECURITIES
OMB No. 1535-0092
Department of the Treasury
Bureau of the Public Debt STATE AND LOCAL GOVERNMENT SERIES
(Revised July 1999) TIME DEPOSIT
See Instructions On Back
OThe United States Treasury Securities - State and Local Government Series subscribed for on PD F 4144 and account information
furnished on PD F 41441 to which this schedule is attached and incorporated, are requested to be issued and held in book-entry
accounts on the books of the Department of the Treasury.
PRINCIPAL INTEREST ISSUE MATURITY FIRST INTEREST 1
AMOUNT RATE DATE DATE PAYMENT DATE
(MMDDYY) (MMDDYY) MMDD
$22,036 2.120 96 2/8/2005 5/1/2005
$985,968 2.640+6 2/8/2005 8/15/2005
$101,354 2.710% 2/8/2005 11/1/2005
$11,062 2.830% 2/8/2005 5/1/2006 5/1/2005
$1,049,817 3.030 96 2/8/2005 11/1/2006 5/1/2005
1 A first interest payment date must be specified for interest bearing securities with a maturity date greater than one year.
Taxpayer Identification Number. 11 - 6001939
Name of State or Local Government Body
Town of Southold, New York
CERTIFICATE OF THE CHIEF FISCAL OFFICER PURSUANT TO
SECTION 90.10(g) OF THE LOCAL FINANCE LAW
I, Joshua Y. Horton, the duly elected, qualified and acting Supervisor of the Town
of Southold, Suffolk County, New York (the "Town"), DO HEREBY CERTIFY as follows:
1. As used in this certificate:
(a) The term "Refunded Bonds" shall mean $1,100,000 of the outstanding
principal of the Town's $2,695,000 Various Purposes Serial Bonds-1993 and $1,110,000 of the
outstanding principal of the Town's $1,750,000 Agricultural Land Preservation Serial Bonds-
1995.
(b) The term "Refunding Bonds" shall mean the $2,380,000 aggregate principal
amount Refunding Serial Bonds-2005, of the Town of Southold, New York, authorized to be
issued pursuant to the Refunding Bond Resolution adopted by the Town Board of said Town on
November 16, 2004 for the object or purpose of refunding the Refunded Bonds.
2. All costs, fees, charges and expenses incidental to the issuance of the
Refunding Bonds, including the development of the refunding financial plan set forth in said
Refunding Bond Resolution, will be paid from the proceeds of the Refunding Bonds.
3. The present value of the total debt service savings to said Town, resulting
from the issuance of the Refunding Bonds is $66,537.73, computed by subtracting the present
value of the total payments of both principal and interest to become due and payable on the
Refunding Bonds at their stated maturity dates from the present value of the total payments of
both principal and interest to become due and payable on the Refunded Bonds at their stated
467879.1 027825 CERT
maturity dates, and adding thereto the accrued interest on the Refunding Bonds, in the amount of
$-0-.
4. All computations of present value set forth in this certificate have been
made in accordance with the provisions of subdivision 2 of paragraph b of Section 90.10 of the
Local Finance Law, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
January, 2005.
10
Supervisor
467879.1 027825 CERT
i
January 20, 2005
Hon. Alan G. Hevesi
State Comptroller
110 State Street
Albany, New York 12236
RE: Town of Southold, New York
Refunding Serial Bonds-2005
Dear Comptroller Hevesi:
The Town of Southold, New York (the "Town"), has sold an issue of bonds of the
Town to be issued pursuant to the Local Finance Law in the aggregate principal amount of
$2,380,000, designated as Refunding Serial Bonds-2005 of the Town (the "Bonds"), to
Roosevelt & Cross, Incorporated, New York, New York (the "Purchaser").
The purpose of the Bonds is to provide the Town with sufficient proceeds to
refund $1,100,000 of the outstanding principal of the Town's $2,695,000 Various Purposes
Serial Bonds-1993 and $1,110,000 of the outstanding principal of the Town's $1,750,000
Agricultural Land Preservation Serial Bonds-1995.
The Purchaser has agreed to purchase the Bonds at a purchase price of
$2,372,832.95 (consisting of the par amount of the Bonds, plus original issue premium of
$12,832.95, less the Underwriter's discount of $20,000 at an effective net interest rate to the
Town of 3.1061475°/x. The Town has calculated the present value debt service savings
attributable to the issuance of the Bonds to be $66,537.73 as set forth in the final refunding
financial plan (the "Refunding Financial Plan") attached hereto and made a part hereof as Exhibit
A.
The Bonds will mature on the dates, in the principal amounts, and will bear
interest at the rates per annum as set forth in Exhibit B attached hereto and made a part hereof.
Enclosed herewith, I forward to you my certificate, executed pursuant to Section
90.10(8) of the Local Finance Law.
r
467879.1 027825 CERT
• On behalf of the Town, I would appreciate your formal approval of the Section
90.10(g) certificate setting forth the present value of the total debt service savings resulting from
the issuance of the Refunding Bonds.
incerely,
e
Joshua Y. Horton
Supervisor
The terms and conditions of the Refunding Serial Bonds-2005 of the Town of
Southold, New York, as set forth in the above letter, and in Exhibits A and B attached hereto, are
hereby approved.
Alan G. Hevesi
State Comptroller
By:
Dated: February4, 2005
Mark P. Patti son
Deputy Comptroller
•
467879.1 027825 CERT
SOURCES AND USES OF FUNDS -
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Dated Date 02108/2005
Delivery Date 02/08/2005
Sources:
Bond Proceeds:
Par Amount 2,380,000.00
Net Premium 12,832.95
2,392,832.95
Uses:
Refunding Escrow Deposits:
Cash Deposit 152,520.73
SLG Purchases 2,170,237.00
2,322,757.73
Delivery Date Expenses:
Cost of Issuance 47,000.00
Underwriter's Discount 20,000.00
67,000.00
Other Uses of Funds:
Additional Proceeds 3,075.22
2,392,832.95
&n 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 1
SOURCES AND USES OF FUNDS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED -
UNENHANCED (INTRINSIC: Al)
Dated Date 02108/2005
Delivery Date 02/08/2005
REFUNDING REFUNDING
Sources: BONDS BONDS Total
Band Proceeds:
Par Amount 1,215,000.00 1,165,000.00 2,380,000.00
Premium 5,875.20 6,957.75 12,832.95
1,220,875.20 1,171,957.75 2,392,832.95
REFUNDING REFUNDING
Uses: BONDS BONDS Total
Refunding Escrow Deposits:
Cash Deposit 10.73 152,510.00 152,520.73
SLG Purchases 1,184,269.00 985,968.00 2,170,237.00
1,184,279.73 1,138,478.00 2,322,757.73
Delivery Date Expenses:
Cost of Issuance 23,993.69 23,006.31 47,000.00
Underwriters Discount 10,210.08 9,789.92 20,000.00
34,203.77 32,796.23 67,000.00
Other Uses of Funds:
Additional Proceeds 2,391.70 683.52 3,075.22
1,220,875.20 1,171,957.75 2,392,832.95
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2)( _NI) Page 2
SUMMARY OF REFUNDING RESULTS
is Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 2.923710%
Bond Par Amount 2,380,000.00
True Interest Cost 3.323105%
Net Interest Cost 3.789872%
All-In TIC 3.844932%
Average Coupon 3.258107%
Average Life 4280
Par amount of refunded bonds 2,210,000.00
Average coupon of refunded bonds 5.238362%
Average Irfe of refunded bonds 4.838
PV of prior debt to 02/0812005 @ 3.106148% 2,456,295.41
Net PV Savings 66,537.73
Percentage savings of refunded bonds 3.010757%
Percentage savings of refunding bonds 2.795703%
*an 20, 2005 12.41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 3
SAVINGS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Present Value
Prior Refunding Annual to 02/08/2005
Dale Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2005 152,500.00 281,379.82 -128,879.82 -128,802.60
05/01/2005 29,417.50 29,417.50 29,209.19
08/15/2005 24,375.00 31,981.25 -7,606.25 -7,485.44
11/01/2005 119,417.50 119,417.50 116,758.54
12/3112005 12,348.93
02/1512006 149,375.00 276,981.25 -127,606.25 -123,658.94
05101/2006 27,122.50 27,122.50 26,113.03
08/1512006 21,250.00 28,918.75 -7,668.75 -7,317.88
11/0112006 117,122.50 117,122.50 111,038.83
12/31/2006 8,970.00
02/1512007 146,250.00 268,918.75 -122,668.75 -115,266.04
05/01/2007 24,827.50 24,827.50 23,177.92
08/15/2007 18,125.00 25,918.75 -7,793.75 -7,211.42
11101/2007 114,827.50 114,827.50 105,558.76
12/31/2007 9,192.50
02/15/2008 143,125.00 270,918.75 -127,793.75 -116,436.97
05/01/2008 22,532.50 22,532.50 20,396.92
08/1512008 15,000.00 22,550.00 -7,550.00 -6,773.84
11/01/2008 122,532.50 122,532.50 109,222.86
12/31/2008 9,721.25
02/1512009 165,000.00 287,550.00 -122,550.00 -108,270.07
05/01/2009 19,982.50 19,982.50 17,539.57
08/15/2009 11,250.00 18,575.00 -7,325.00 -6,372.50
11/01/2009 119,982.50 119,982.50 103,703.64
12/31/2009 10,090.00
02/1512010 161,250.00 278,575.00 -117,325.00 -100,507.75
05/01/2010 17,382.50 17,382.50 14,794.33
08/1512010 7,500.00 14,675.00 -7,175.00 -6,052.54
11/01/2010 117,382.50 117,382.50 98,376.94
12/3112010 10,265.00
02115/2011 157,500.00 269,675.00 -112,175.00 -93,179.18
05/01/2011 14,732.50 14,732.50 12,158.31
08/15/2011 3,750.00 10,531.25 -6,781.25 -5,546.76
11/01/2011 114,732.50 114,732.50 93,237.42
12/31/2011 10,508.75
02/15/2012 153,750.00 270,531.25 -116,781.25 -94,061.04
05/01/2012 12,045.00 12,045.00 9,638.68
08/1512012 5,981.25 -5,981.25 -4,743.90
11101/2012 122,045.00 122,045.00 96,169.56
12131/2012 11,327.50
0211512013 115,981.25 -115,981.25 -90,581.25
05/0112013 9,075.00 9,075.00 7,041.60
08/15/2013 4,056.25 -4,056.25 -3,119.48
11/01/2013 119,075.00 119,075.00 90,981.29
12/31/2013 8,112.50
02115/2014 114,056.25 -114,056.25 -86,374.09
05/01/2014 6,050.00 6,050.00 4,551.91
08/15/2014 2,062.50 -2,062.50 -1,538.03
11/01/2014 116,050.00 116,050.00 85,978.62
12/31/2014 5,981.25
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 4
SAVINGS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (0211512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Present Value
Prior Refunding Annual to 02108/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2015 112,062.50 -112,062.50 -82,288.39
05/01/2015 3,025.00 3,025.00 2,206.87
11/01/2015 113,025.00 113,025.00 81,195.83
12/31/2015 3,987.50
2,812,385.00 2,711,879.82 100,505.18 100,505.18 63,462.51
Savings Summary
PV of savings from cash flow 63,462.51
Plus: Refunding funds on hand 3,075.22
Net PV Savings 66,537.73
*an 20, 2005 12:41 pm Prepared by Roosevelt 8, Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 5
BOND PRICING
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds:
02115/2005 280,000 2.500% 2.000% 100.009
02115/2006 245,000 2.500% 2.200% 100.300
02/15/2007 240,000 2.500% 2.400% 100.195
0205/2008 245,000 2.750% 2.550% 100.577
02/15/2009 265,000 3.000% 2.700% 101.135
02/15/2010 260,000 3.000% 2.900% 100.463
02/15/2011 255,000 3.250% 3.100% 100.817
02/15/2012 260,000 3.500% 3.300% 101.243
02/1512013 110,000 3.500% 3.500% 100.000
02/15/2014 110,000 3.625% 3.600% 100.190
02115/2015 110,000 3.750% 3.700% 100.414
2,380,000
Dated Date 02/08/2005
Delivery Date 02/08/2005
First Coupon 02/15/2005
Par Amount 2,380,000.00
Premium 12,832.95
Production 2,392,832.95 100.539200%
Underwriters Discount -20,000.00 -0.840336%
Purchase Price 2,372,832.95 99.698863%
Accrued Interest
Net Proceeds 2,372,832.95
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 6
BOND DEBT SERVICE
• Town Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995. BONDS (11/01/2005-2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 --2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02115/2005 280,000 2.500% 1,379.82 281,379.82
08/1512005 31,981.25 31,981.25
12/31/2005 313,361.07
02115/2006 245,000 2.500% 31,981.25 276,981.25
08115/2006 28,918.75 28,918.75
12131/2006 305,900.00
02115/2007 240,000 2.500% 28,918.75 268,918.75
08/15/2007 25,918.75 25,918.75
12!31/2007 294,837.50
02/15/2008 245,000 2.750% 25,918.75 270,918.75
08/15/2008 22,550.00 22,550.00
12(31/2008 293,468.75
02/1512009 265,000 3.000% 22,550.00 287,550.00
08/15/2009 18,575.00 18,575.00
12/31/2009 306,125.00
02/15/2010 260,000 3.000% 18,575.00 278,575.00
08/15/2010 14,675.00 14,675.00
12131/2010 293,250.00
02/15/2011 255,000 3.250% 14,675.00 269,675.00
08/15/2011 10,531.25 10,531.25
12/31/2011 280,206.25
02115/2012 260,000 3.500% 10,531.25 270,531.25
08/15/2012 5,981.25 5,981.25
12/3112012 276,512.50
02/15/2013 110,000 3.500% 5,981.25 115,981.25
0811512013 4,056.25 4,056.25
1213112013 120,037.50
02/1512014 110,000 3.625% 4,056.25 114,056.25
08/15/2014 2,062.50 2,062.50
12131/2014 116,118.75
02115/2015 110,000 3.750% 2,062.50 112,062.50
12131/2015 112,062.50
2,380,000 331,879.82 2,711,879.82 2,711,879.82
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 7
PROOF OF ARBITRAGE YIELD
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Present Value
to 02/0812005
Date Debt Service Total @ 3.1061475%
02/1512005 281,379.82 281,379.82 281,211.23
08/1512005 31,981.25 31,981.25 31,473.29
02/15/2006 276,981.25 276,981.25 268,413.24
08/1512006 28,918.75 28,918.75 27,595.61
02/15/2007 268,918.75 268,918.75 252,690.26
08/15/2007 25,918.75 25,918.75 23,982.17
02/1512008 270,918.75 270,918.75 246,842.73
08/15/2008 22,550.00 22,550.00 20,231.81
02/15/2009 287,550.00 287,550.00 254,043.74
08/15/2009 18, 575.00 18, 575.00 16,159.61
02115/2010 278,575.00 278,575.00 238,644.33
08/15/2010 14,675.00 14,675.00 12,37924
02/1512011 269,675.00 269,675.00 224,008.00
08/15/2011 10,531.25 10,531.25 8,614.10
02/15/2012 270,531.25 270,531.25 217,898.45
08/1512012 5,981.25 5,981.25 4,743.90
02115/2013 115,981.25 115,981.25 90,581.25
08/1512013 4,056.25 4,056.25 3,119.48
02115/2014 114,056.25 114,056.25 86,374.09
08/15/2014 2,062.50 2,062.50 1,538.03
02115/2015 112,062.50 112,062.50 82,288.39
2,711,879.82 2,711,879.82 2,392,832.95
Proceeds Summary
Delivery date 02/08/2005
Par Value 2,380,000.00
Premium (Discount) 12,832.95
Target for yield calculation 2,392,832.95
-
20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 8
*an
PRIOR BOND DEBT SERVICE
• Town Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Period Annual
Debt
Ending Principal Coupon Interest Debt Service Service
02/08/2005
02/15/2005 125,000 5.000% 27,500.00 152,500.00
05/01/2005 29,417.50 29,417.50
08/15/2005 24,375.00 24,375.00
11/01/2005 90,000 5.100% 29,417.50 119,417.50
12/31/2005 325,710
02/1512006 125,000 5.000% 24,375.00 149,375.00
05/0112006 27,122.50 27,122.50
08/15/2006 21,250.00 21,250.00
11/01/2006 90,000 5.100% 27,122.50 117,122.50
12/3112006 314,870
02/15/2007 125,000 5.000% 21,250.00 146,250.00
05/01/2007 24,827.50 24,827.50
08/1512007 18,125.00 18,125.00
11/01/2007 90,000 5.100% 24,827.50 114,827.50
12131/2007 304,030
02/1512008 125,000 5.000% 18,125.00 143,125.00
05/01/2008 22,532.50 22,532.50
08/1512008 15,000.00 15,000.00
11/01/2008 100,000 5.100% 22,532.50 122,532.50
12131/2008 303,190
020512009 150,000 5.000% 15,000.00 165,000.00
05/0112009 19,982.50 19,982.50
08/15/2009 11,250.00 11,250.00
11/01/2009 100,000 5.200% 19,982.50 119,982.50
12/31/2009 316,215
02/1512010 150,000 5.000% 11,250.00 161,250.00
05/01/2010 17,382.50 17,382.50
08115/2010 7,500.00 7,500.00
11/01/2010 100,000 5.300% 17,382.50 117,382.50
12/31/2010 303,515
02/15/2011 150,000 5.000% 7,500.00 157,500.00
05101/2011 14,732.50 14,732.50
08115/2011 3,750.00 3,750.00
11/01/2011 100,000 5.375% 14,732.50 114,732.50
12131/2011 290,715
02115/2012 150,000 5.000% 3,750.00 153,750.00
05/01/2012 12,045.00 12,045.00
11/0112012 110,000 5.400% 12,045.00 122,045.00
12131/2012 287,840
05101/2013 9,075.00 9,075.00
11/0112013 110,000 5.500% 9,075.00 119,075.00
12/3112013 128,150
05/01/2014 6,050.00 6,050.00
11/01/2014 110,000 5.500% 6,050.00 116,050.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 9
PRIOR BOND DEBT SERVICE
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: At)
Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
12/31/2014 122,100
05101/2015 3,025.00 3,025.00
11/01/2015 110,000 5.500% 3,025.00 113,025.00
12/3112015 116,050
2,210,000 602,385.00 2,812,385.00 2,812,385
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Pagel 0
ESCROW REQUIREMENTS
• Town Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Period Principal Redemption
Ending Principal Interest Redeemed Premium Total
02115/2005 125,000.00 27,500.00 152,500.00
05/01/2005 29,417.50 29,417.50
08/15/2005 24,375.00 975,000.00 999,375.00
11/01/2005 90,000.00 29,417.50 119,417.50
05/01/2006 27,122.50 27,122.50
11/01/2006 90,000.00 27,122.50 930,000.00 18,600.00 1,065,722.50
305,000.00 164,955.00 1,905,000.00 18,600.00 2,393,555.00
•Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Pagel 1
ESCROW DESCRIPTIONS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11115/1995 BONDS (11101/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Type of Type of Maturity First Int Par Max
Security SLGS Date Pmt Date Amount Rate Rate
Feb 8, 2005:
SLG Certificate 05/01/2005 05/01/2005 22,036 2.120% 2.120%
SLG Certificate 08/15/2005 08/15/2005 985,968 2.640% 2.640%
SLG Certificate 11101/2005 11/01/2005 101,354 2.710% 2.710%
SLG Note 05/01/2006 05/0112005 11,062 2.830% 2.830%
SLG Note 11/01/2006 05/01/2005 1,049,817 3.030% 3.030%
2,170,237
SLGS Summary
SLGS Rates File 20JAN05
Total Certificates of Indebtedness 1,109,358.00
Total Notes 1,060,879.00
Total original SLGS 2,170,237.00
an 20, 2005 12:41 pm Prepared by Roosevelt 8 Cross, Inc. (Finance 5.012 nys:R2X_Nl) Page 12
ESCROW CASH FLOW
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Net Escrow
Date Principal Interest Receipts
05/01/2005 22,036.00 7,381.32 29,417.32
08/15/2005 985,968.00 13,407.00 _ 999,375.00
11/01/2005 101,354.00 18, 062.96 119,416.96
05/01/2006 11,062.00 16,061.26 27,123.26
11/01/2006 1,049,817.00 15,904.73 1,065,721.73
2,170,237.00 70,817.27 2,241,054.27
Escrow Cost Summary
Purchase date 02108/2005
Purchase cost of securities 2,170,237.00
*a" 20, 2005 12:41 pm Prepared by Roosevelt CCross, Inc. (Finance 5.012 nys:R2X_NI) Page 14
ESCROW SUFFICIENCY
• Town Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: A1)
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
02108/2005 152,520.73 152,520.73 152,520.73
02/1512005 152,500.00 -152,500.00 20.73
05101/2005 29,417.50 29,417.32 -0.18 20.55
08/15/2005 999,375.00 999,375.00 20.55
11/01/2005 119,417.50 119,416.96 -0.54 20.01
05/0112006 27,122.50 27,123.26 0.76 20.77
1110112006 1,065,722.50 1,065,721.73 -0.77 20.00
2,393,555.00 2,393,575.00 20.00
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 15
ESCROW COST
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02115/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: At)
Type of Maturity Par Total
Security Date Amount Rate Cost
SLG 05/0112005 22,036 2.120% 22,036.00
SLG 08/15/2005 985,968 2.640% 985,968.00
SLG 11/01/2005 101,354 2.710% 101,354.00
SLG 05/0112006 11,062 2.830% 11,062.00
SLG 11/01/2006 1,049,817 3.030% 1,049,817.00
2,170,237 2,170,237.00
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
02/08/2005 2,170,237 152,520.73 2,322,757.73
2,170,237 152,520.73 2,322,757.73
~n 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 13
ESCROW STATISTICS
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: At)
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time
REFUNDING BONDS, Global Proceeds Escrow:
1,184,279.73 1.560 3.007388% 3.007363% 1,182,456.11 1,823.06 0.54
1,138,478.00 0.513 2.617096% 2.617096% 1,135,920.19 2,466.28 91.53
2,322,757.73 2,318,376.30 4,289.36 92.07
Delivery date 02/08/2005
Arbitrage yield 3.106148%
Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 16
PROOF OF COMPOSITE ESCROW YIELD
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
All restricted escrows funded by bond Droceeds
Present Value
Security to 02/08/2005
Date Receipts @ 2.9237104%
05/0112005 29,417.32 29,221.12
08115/2005 999,375.00 984,420.33
11/0112005 119,416.96 116,911.42
05/01/2006 27,123.26 26,171.58
11/01/2006 1,065,721.73 1,013,512.56
2,241,054.27 2,170,237.00
Escrow Cost Summary
Purchase date 02108/2005
Purchase cost of securities 2,170,237.00
Target for yield calculation 2,170,237.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 17
BOND SUMMARY STATISTICS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/1512005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: At)
Dated Date 02/08/2005
Delivery Date 0210812005
Last Maturity 02115/2015
Arbitrage Yield 3.106148%
True Interest Cost (TIC) 3.323105%
Net Interest Cost (NIC) 3.789872%
All-In TIC 3.844932%
Average Coupon 3.258107%
Average Life (years) 4.280
Duration of Issue (years) 3.923
Par Amount 2,380,000.00
Bond Proceeds 2,392,832.95
Total Interest 331,879.82
Net Interest 339,046.87
Bond Years from Dated Date 10,186,277.78
Bond Years from Delivery Date 10,186,277.78
Total Debt Service 2,711,879.82
Maximum Annual Debt Service 313,361.07
Average Annual Debt Service 270,661.70
Underwriter's Fees (per $1000)
Average Takedown
Other Fee 8.403361
Total Underwriter's Discount 8.403361
Bid Price 99.698863
Par Average Average
Bond Component Value Price Coupon Life
Serial Bonds 2,380,000.00 100.539 3.258% 4.280
2,380,000.00 4.280
All-In Arbitrage
TIC TIC Yield
Par Value 2,380,000.00 2,380,000.00 2,380,000.00
+Accrued Interest
+Premium (Discount) 12,832.95 12,832.95 12,832.95
- Underwriter's Discount -20,000.00 -20,000.00
- Cost of Issuance Expense -47,000.00
- Other Amounts
Target Value 2,372,832.95 2,325,832.95 2,392,832.95
Target Date 02/08/2005 02/08/2005 02/08/2005
Yield 3.323105% 3.844932% 3.106148%
•Jan 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 18
FORM 8038 STATISTICS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005- 2015)
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Serial Bonds:
02115/2005 280,000.00 2.500% 100.009 280,025.20 280,000.00
02/15/2006 245,000.00 2.500% 100.300 245,735.00 245,000.00
02/15/2007 240,000.00 2.500% 100.195 240,468.00 240,000.00
02/15/2008 245,000.00 2.750% 100.577 246,413.65 245,000.00
02115/2009 265,000.00 3.000% 101.135 268,007.75 265,000.00
0211512010 260,000.00 3.000% 100.463 261,203.80 260,000.00
02115/2011 255,000.00 3.250% 100.817 257,083.35 255,000.00
02/15/2012 260,000.00 3.500% 101.243 263,231.80 260,000.00
02/15/2013 110,000.00 3.500% 100.000 110,000.00 110,000.00
02/15/2014 110,000.00 3.625% 100.190 110,209.00 110,000.00
02115/2015 110,000.00 3.750% 100.414 110,455.40 110,000.00
2,380,000.00 2,392,832.95 2,380,000.00
Stated Weighted Net
Maturity Interest Issue Redemption Average Interest
Dale Rate Price at Maturity Maturity Yield Cost
Final Maturity 02/15/2015 3.750% 110,455.40 110,000.00
Entire Issue 2,392,832.95 2,380,000.00 4.2845 3.1061% 3.1120%
Proceeds used for accrued interest 0.00
Proceeds used for bond issuance costs (including underwriters' discount) 67,000.00
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
Proceeds used to currently refund prior issues 0.00
Proceeds used to advance refund prior issues 2,322,757.73
Remaining weighted average maturity of the bonds to be currently refunded 0.0194
Remaining weighted average maturity of the bonds to be advance refunded 5.1075
*an 20, 2005 12:41 pm Prepared by Roosevelt 8, Cross, Inc. (Finance 5.012 nys:R2X_NJ) -Page 19
FORM 8038 STATISTICS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005- 2015)
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Refunded Bonds
Bond
Component Date Principal Coupon Price Issue Price
Various Purposes Serial Bonds, 1993:
SERIAL 02115/2005 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2006 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2007 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2008 125,000.00 5.000% 100.000 125,000.00
SERIAL 02/15/2009 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/15/2010 150,000.00 5.000% 100.000 150,000.00
SERIAL 02/15/2011 150,000.00 5.000% 100.000 150,000.00
SERIAL 02115/2012 150,000.00 5.000% 100.000 150,000.00
1,100,000.00 1,100,000.00
Agricultural Land Preservation Serial Bonds, 1995:
SERIALS 11/01/2005 90,000.00 5.100% 102.355 92,119.50
SERIALS 11/01/2006 90,000.00 5.100% 101.681 91,512.90
SERIALS 11/01/2007 90,000.00 5.100% 100.892 90,802.80
SERIALS 11101/2008 100,000.00 5.100% 100.000 100,000.00
SERIALS 11/01/2009 100,000.00 5.200% 100.000 100,000.00
SERIALS 11/0112010 100,000.00 5.300% 100.000 100,000.00
SERIALS 11/01/2011 100,000.00 5.375% 99.733 99,733.00
SERIALS 11/0112012 110,000.00 5.400% 98.362 108,198.20
SERIALS 11/01/2013 110,000.00 5.500% 99.434 109,377.40
SERIALS 11/01/2014 110,000.00 5.500% 98.838 108,721.80
SERIALS 11/0112015 110,000.00 5.500% 98.215 108,036.50
1,110,000.00 1,108,502.10
2,210,000.00 2,208,502.10
Remaining
Last Weighted
Call Issue Average
Date Date Maturity
Various Purposes Serial Bonds, 1993 08115/2005 04122/1993 3.7013
Agricultural Land Preservation Serial Bonds, 1995 11/01/2006 11/08/1995 5.9293
All Refunded Issues 11/01/2006 4.8196
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys.R2X_NI) Page 20
SUMMARY OF BONDS REFUNDED
• Town Southold, New Sark
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/0112005- 2015)
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: Al)
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Various Purposes Serial Bonds, 1993,1993:
SERIAL 02/15/2005 5.000% 125,000.00
02/1512006 5.000% 125,000.00 08/15/2005 100.000
02/15/2007 5.000% 125,000.00 08/15/2005 100.000
02/15/2008 5.000% 125,000.00 08/15/2005 100.000
02/15/2009 5.000% 150,000.00 08115/2005 100.000
02/15/2010 5.000% 150,000.00 08/15/2005 100.000
02115/2011 5.000% 150,000.00 08/15/2005 100.000
0211512012 5.000% 150,000.00 08/15/2005 100.000
1,100,000.00
Agricultural Land Preservation Serial Bonds, 1995,1995:
SERIALS 11/01/2005 5.100% 90,000.00
11/0112006 5.100% 90,000.00
11/01/2007 5.100% 90,000.00 11/0112006 102.000
11/0112008 5.100% 100,000.00 11/01/2006 102.000
11/01/2009 5.200% 100,000.00 11/01/2006 102.000
11/01/2010 5.300% 100,000.00 11/0112006 102.000
11/01/2011 5.375% 100,000.00 11101/2006 102.000
11/01/2012 5.400% 110,000.00 11/01/2006 102.000
11/01/2013 5.500% 110,000.00 11/0112006 102.000
11/01/2014 5.500% 110,000.00 11/0112006 102.000
11/01/2015 5.500% 110,000.00 11/0112006 102.000
1,110,000.00
2,210,000.00
~n 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 21
SOURCES AND USES OF FUNDS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005-2015)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Sources:
Bond Proceeds:
Par Amount 1,215,000.00
Premium 5,875.20
1,220,875.20
Uses:
Refunding Escrow Deposits:
Cash Deposit 10.73
SLG Purchases 1,184,269.00
1,184,279.73
Delivery Date Expenses:
Cost of Issuance 23,993.69
Underwriter's Discount 10,210.08
34,203.77
Other Uses of Funds:
Additional Proceeds 2,391.70
1,220,875.20
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 22
SUMMARY OF REFUNDING RESULTS
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11115/1995 BONDS (11/01/2006-2015)
Dated Date 02108/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 3.007388%
Bond Par Amount 1,215,000.00
True Interest Cost 3.430634%
Net Interest Cost 3.830931%
All-In TIC 3.885498%
Average Coupon 3.363742%
Average Life 4,991
Par amount of refunded bonds 1,110,000.00
Average coupon of refunded bonds 5.384938%
Average life of refunded bonds 5.965
PV of prior debt to 02108/2005 @ 3.106148% 1,259,050.62
Net PV Savings 33,186.99
Percentage savings of refunded bonds 2.989819%
Percentage savings of refunding bonds 2.731440%
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2)(_NI) Page 23
SAVINGS
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11101/2005 -2015)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2005 125,727.22 -125,727.22 -125,651.89
05/01/2005 29,417.50 29,417.50 29,209.19
08115/2005 17,137.50 -17,137.50 -16,865.30
11/01/2005 119,417.50 119,417.50 116,758.54
12/31/2005 5,970.28
02/15/2006 122,137.50 -122,137.50 -118,359.36
05/01/2006 27,122.50 27,122.50 26,113.03
08/15/2006 15,825.00 -15,825.00 -15,100.95
11/0112006 117,122.50 117,122.50 111,036.83
12/31/2006 6,282.50
02/15/2007 120,825.00 -120,825.00 -113,533.55
05101/2007 24,827.50 24,827.50 23,177.92
08/1512007 14,512.50 -14,512.50 -13,428.16
11101/2007 114,827.50 114,827.50 105,558.76
12/31/2007 4,317.50
02/15/2008 124,512.50 -124,512.50 -113,447.32
05101/2008 22,532.50 22,532.50 20,396.92
08/15/2008 13,000.00 -13,000.00 -11,663.57
11101/2008 122,532.50 122,532.50 109,222.86
12/31/2008 7,552.50
02/15/2009 123,000.00 -123,000.00 -108,667.64
05/01/2009 19,982.50 19,982.50 17,539.57
08/15/2009 11,350.00 -11,350.00 -9,874.11
11/01/2009 119,982.50 119,982.50 103,703.64
12/31/2009 5,615.00
02/15/2010 121,350.00 -121,350.00 -103,955.81
05/01/2010 17,382.50 17,382.50 14,794.33
08/1512010 9,700.00 -9,700.00 -8,182.53
11/01/2010 117,382.50 117,382.50 98,376.94
1213112010 3,715.00
02115/2011 114,700.00 -114,700.00 -95,276.60
05/01/2011 14,732.50 14,732.50 12,158.31
08/15/2011 7,993.75 -7,993.75 -6,538.53
11/01/2011 114,732.50 114,732.50 93,237.42
12/3112011 6,771.25
02/15/2012 122,993.75 -122,993.75 -99,064.88
05/01/2012 12,045.00 12,045.00 9,638.68
08/15/2012 5,981.25 -5,981.25 4,743.90
11/01/2012 122,045.00 122,045.00 96,169.56
12/31/2012 5,115.00
0211512013 115,981.25 -115,981.25 -90,581.25
05/0112013 9,075.00 9,075.00 7,041.60
08/15/2013 4,056.25 -4,056.25 -3,119.48
11/01/2013 119,075.00 119,075.00 90,981.29
12131/2013 8,112.50
02115/2014 114,056.25 -114,056.25 -86,374.09
05101/2014 6,050.00 6,050.00 4,551.91
08115/2014 2,062.50 -2,062.50 -1,538.03
11/01/2014 116,050.00 116,050.00 85,978.62
12/31/2014 5,981.25
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 24
SAVINGS
• Town of Southold, New Sark
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/0112005- 2015)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings Savings @ 3.1061480%
02/15/2015 112,062.50 -112,062.50 -82,288.39
05/01/2015 3,025.00 3,025.00 2,206.87
11/01/2015 113,025.00 113,025.00 81,195.83
12/31/2015 3,987.50
1,482,385.00 1,418,964.72 63,420.28 63,420.28 30,795.29
Savings Summary
PV of savings from cash flow 30,795.29
Plus: Refunding funds on hand 2,391.70
Net PV Savings 33,186.99
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 25
BOND DEBT SERVICE
• Town Southold. New York
REFUNDING BONDS
REFUNDING OF 11115/1995 BONDS (11/01/2005 - 2015)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02115/2005 125,000 2.500% 727.22 125,727.22
08115/2005 17,137.50 17,137.50
12131/2005 142,864.72
02/15/2006 105,000 2.500% 17,137.50 122,137.50 -
08/15/2006 15,825.00 15,825.00
12/31/2006 137,962.50
02115/2007 105,000 2.500% 15,825.00 120,825.00
08/1512007 14,512.50 14,512.50
12131/2007 135,337.50
02/1512008 110,000 2.750% 14,512.50 124,512.50
08/15/2008 13,000.00 13,000.00
12/31/2008 137,512.50
02115/2009 110,000 3.000% 13,000.00 123,000.00
0811512009 - 11,350.00 11,350.00
12131/2009 134,350.00
02115/2010 110,000 3.000% 11,350.00 121,350.00
08115/2010 9,700.00 9,700.00
12/3112010 131,050.00
02115/2011 105,000 3.250% 9,700.00 114,700.00
08/15/2011 7,993.75 7,993.75
12/31/2011 122,693.75
02/15/2012 115,000 3.500% 7,993.75 122,993.75
08115/2012 5,981.25 5,981.25
12/31/2012 128,975.00
02/1512013 110,000 3.500% 5,981.25 115,981.25
08/1512013 4,056.25 4,056.25
12131/2013 120,037.50
02115/2014 110,000 3.625% 4,056.25 114,056.25
08/15/2014 2,062.50 2,062.50
12/31/2014 116,118.75
02115/2015 110,000 3.750% 2,062.50 112,062.50
12/31/2015 112,062.50
1,215,000 203,964.72 1,418,964.72 1,418,964.72
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 26
BOND PRICING
Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 - 2015)
Maturity
Bond Component - Date Amount Rate Yield Price
Serial Bonds:
02115/2005 125,000 2.500% 2.000% 100.009
02115/2006 105,000 2.500% 2.200% 100.300
02115/2007 105,000 2.500% 2.400% 100.195
02115/2008 110,000 2.750% 2:550% 100.577
0211512009 110,000 3.000% 2.700% 101.135
02115/2010 110,000 3.000% 2.900% 100.463
02/15/2011 105,000 3.250% 3.100% 100.817
02/15/2012 115,000 3.500% 3.300% 101.243
02/15/2013 110,000 3.500% 3.500% 100.000
02115/2014 110,000 3.625% 3.600% 100.190
02/15/2015 110,000 3.750% 3.700% 100.414
1,215,000
Dated Date 02108/2005
Delivery Date 02/0812005
First Coupon 02/1512005
Par Amount 1,215,000.00
Premium 5,875.20
Production 1,220,875.20 100.483556%
Underwriters Discount -10,210.08 -0.840336%
Purchase Price 1,210,665.12 99.643220%
Accrued Interest
Net Proceeds 1,210,665.12
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 27
SUMMARY OF BONDS REFUNDED
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11/15/1995 BONDS (11/01/2005 - 2015)
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Agricultural Land Preservation Serial Bonds, 1995, 1995:
SERIALS 11/0112005 5.100% 90,000.00
11/01/2006 5.100% 90,000.00
11/01/2007 5.100% 90,000.00 11/01/2006 102.000
11/01/2008 5.100% 100,000.00 11/01/2006 102.000
11/01/2009 5.200% 100,000.00 11/01/2006 102.000
11/01/2010 5.300% 100,000.00 11101/2006 102.000
11/01/2011 5.375% 100,000.00 11/01/2006 102.000
11101/2012 5.400% 110,000.00 11/0112006 102.000
11/01/2013 5.500% 110,000.00 11/0112006 102.000
11101/2014 5.500% 110,000.00 11/01/2006 102.000
11/01/2015 5.500% 110,000.00 11/01/2006 102.000
1,110,000.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 28
PRIOR BOND DEBT SERVICE
• Town of Southold, New York
REFUNDING BONDS
REFUNDING OF 11/1511995 BONDS (11/0112005- 2015)
Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
02/08/2005
05/0112005 29,417.50 29,417.50
11/01/2005 90,000 5.100% 29,417.50 119,417.50
12/3112005 148,835
05/01/2006 27,122.50 27,122.50
11/01/2006 90,000 5.100% 27,122.50 117,122.50
12/3112006 144,245
0510112007 24,827.50 24,827.50
11/01/2007 90,000 5.100% 24,827.50 114,827.50
12/31/2007 139,655
05/01/2008 22,532.50 22,532.50
11/01/2008 100,000 5.100% 22,532.50 122,532.50
12/31/2008 145,065
0510112009 19,982.50 19,982.50
11/0112009 100,000 5.200% 19,982.50 119,982.50
12131/2009 139,965
05/01/2010 17,382.50 17,382.50
11/01/2010 100,000 5.300% 17,382.50 117,382.50
12/31/2010 134,765
05/01/2011 14,732.50 14,732.50
11/01/2011 100,000 5.375% 14,732.50 114,732.50
12/31/2011 129,465
05/01/2012 12,045.00 12,045.00
11/01/2012 110,000 5.400% 12,045.00 122,045.00
12131/2012 134,090
05101/2013 9,075.00 9,075.00
11/01/2013 110,000 5.500% 9,075.00 119,075.00
12131/2013 128,150
05/01/2014 6,050.00 6,050.00
11/01/2014 110,000 5.500% 6,050.00 116,050.00
12/31/2014 122,100
05101/2015 3,025.00 3,025.00
11/01/2015 110,000 5.500% 3,025.00 113,025.00
12/31/2015 116,050
1,110,000 372,385.00 1,482,385.00 1,482,385
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 29
SOURCES AND USES OF FUNDS
Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Dated Date 02/0812005
Delivery Date 02108/2005
Sources:
Bond Proceeds:
Par Amount 1,165,000.00
Premium 6,957.75
1,171,957.75
Uses:
Refunding Escrow Deposits:
Cash Deposit 152,510.00
SLG Purchases 985,968.00
1,138,478.00
Delivery Date Expenses:
Cost of Issuance 23,006.31
Underwriter's Discount 9,789.92
32,796.23
Other Uses of Funds:
Additional Proceeds 683.52
1,171,957.75
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 30
SUMMARY OF REFUNDING RESULTS
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Dated Date 02/08/2005
Delivery Date 02/08/2005
Arbitrage yield 3.106148%
Escrow yield 2.617096%
Bond Par Amount 1,165,000.00
True Interest Cost 3.169691%
Net Interest Cost 3.729482%
All-In TIC 3.787302%
Average Coupon 3.102738%
Average Life 3.539
Par amount of refunded bonds 1,100,000.00
Average coupon of refunded bonds 5.000000%
Average Irfe of refunded bonds 3.701
PV of prior debt to 02/08/2005 @ 3.106148% 1,197,244.80
Net PV Savings 33,350.74
Percentage savings of refunded bonds 3.031885%
Percentage savings of refunding bonds 2.862724%
*an 20, 2005 12.41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 31
SAVINGS
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/1512005 - 2012)
Present Value
Prior Refunding Annual to 02/08/2005
Date Debt Service Debt Service Savings. Savings @ 3.1061460%
02115/2005 152,500.00 155,652.60 -3,152.60 3,150.71
08/15/2005 24,375.00 14,843.75 9,531.25 9,379.86
12/31/2005 6,378.65
02115/2006 149,375.00 154,843.75 -5,468.75 -5,299.58
08/15/2006 21,250.00 13,093.75 8,156.25 7,783.07
12131/2006 2,687.50
02115/2007 146,250.00 148,093.75 -1,843.75 -1,732.48
08/15/2007 18,125.00 11,406.25 6,718.75 6,216.74
12/31/2007 4,875.00
02/15/2008 143,125.00 146,406.25 -3,281.25 -2,989.65
08/15/2008 15,000.00 9,550.00 5,450.00 4,889,73
12/31/2008 2,168.75
02115/2009 165,000.00 164,550.00 450.00 397.56
0811512009 11,250.00 7,225.00 4,025.00 3,501.61
12/31/2009 4,475.00
02/15/2010 161,250.00 157,225.00 4,025.00 3,448.06
0811512010 7,500.00 4,975.00 2,525.00 2,129.99
12/3112010 6,550.00
02/15/2011 157,500.00 154,975.00 2,525.00 2,097,41
08/15/2011 3,750.00 2,537.50 1,212.50 991.77
12131/2011 3,737.50
02/15/2012 153,750.00 147,537.50 6,212.50 5,003.84
12/31/2012 6,212.50
1,330,000.00 1,292,915.10 37,084.90 37,084.90 32,667.22
Savings Summary
PV of savings from cash flow 32,667.22
Plus: Refunding funds on hand 683.52
Net PV Savings 33,350.74
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 32
BOND DEBT SERVICE
• Town Southold, New York
REFUNDING BONDS
REFUNDING OF 04115/1993 BONDS (02/15/2005 - 2012)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02115/2005 155,000 2.500% 652.60 155,652.60
08115/2005 14,843.75 14,843.75
12131/2005 170,496.35
02115/2006 140,000 2.500% 14,843.75 154,843.75
08(15/2006 13,093.75 13,093.75
12/31/2006 167,937.50
02/1512007 135,000 2.500% 13,093.75 148,093.75
08/15/2007 11,406.25 11,406.25
12/31/2007 159,500.00
02/15/2008 135,000 2.750% 11,406.25 146,406.25
08/15/2008 9,550.00 9,550.00
12/31/2008 155,956.25
02/1512009 155,000 3.000% 9,550.00 164,550.00
08115/2009 7,225.00 7,225.00
12(31/2009 171,775.00
02/15/2010 150,000 3.000% 7,225.00 157,225.00
08/15/2010 4,975.00 4,975.00
12131/2010 162,200.00
02115/2011 150,000 3.250% 4,975.00 154,975.00
08115/2011 2,537.50 2,537.50
12131/2011 157,512.50
02115/2012 145,000 3.500% 2,537.50 147,537.50
12/3112012 147,537.50
1,165,000 127,915.10 1,292,915.10 1,292,915.10
on 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 33
BOND PRICING
• Town Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds:
02/15/2005 155,000 2.500% 2.000% 100.009
02115/2006 140,000 2.500% 2.200% 100.300
0211512007 135,000 2.500% 2.400% 100.195
02/15/2008 135,000 2.750% 2.550% 100.577
02115/2009 155,000 3.000% 2.700% 101.135
02/1512010 150,000 3.000% 2.900% 100.463
02/1512011 150,000 3.250% 3.100% 100.817
0211512012 145,000 3.500% 3.300% 101.243
1,165,000
Dated Date 02108/2005
Delivery Dale 02108/2005
First Coupon 02115/2005
Par Amount 1,165,000.00
Premium 6,957.75
Production 1,171,957.75 100.597232%
Underwriter's Discount -9,789.92 -0.840336%
Purchase Price 1,162,167.83 99.756895%
Accrued Interest
Net Proceeds 1,162,167.83
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 34
SUMMARY OF BONDS REFUNDED
Town Southold, New York
REFUNDING BONDS
REFUNDING OF 04/15/1993 BONDS (02/15/2005 - 2012)
Maturity Interest Par Call Call
Bond Date Rate Amount Dale Price
Various Purposes Serial Bonds, 1993, 1993:
SERIAL 02/15/2005 5.000% 125,000.00
02/15/2006 5.000% 125,000.00 08/1512005 100.000
02/15/2007 5.000% 125,000.00 08115/2005 100.000
02115/2008 5.000%125,000.00 08115/2005 100.000
02115/2009 5.000% 150,000.00 08/1512005 100.000
02115/2010 5.000% 150,000.00 08/15/2005 100.000
02115/2011 5.000% 150,000.00 08115/2005 100.000
02115/2012 5.000% 150,000.00 08/1512005 100.000
1,100,000.00
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 35
PRIOR BOND DEBT SERVICE
• Town Southold, New York
REFUNDING BONDS
REFUNDING OF 04/1511993 BONDS (02/15/2005 - 2012)
Annual
Period - Debt Debt
Ending Principal Coupon Interest Service Service
02/08/2005
02/15/2005 125,000 5.000% 27,500 152,500
08/15/2005 24,375 24,375
12131/2005 176,875
02/1512006 125,000 5.000% 24,375 149,375
08/15/2006 21,250 21,250
12/31/2006 170,625
02/15/2007 125,000 5.000% 21,250 146,250
08/15/2007 18,125 18,125
12/31/2007 164,375
02/15/2008 125,000 5.000% 18,125 143,125
08/1512008 15,000 15,000
12/31/2008 158,125
02/15/2009 150,000 5.000% 15,000 165,000
08/15/2009 11,250 11,250
12/3112009 176,250
02/15/2010 150,000 5.000% 11,250 161,250
08/1512010 7,500 7,500
12/31/2010 168,750
02/15/2011 150,000 5.000% 7,500 157,500
08/15/2011 3,750 3,750
12131/2011 161,250
02/15/2012 150,000 5.000% 3,750 153,750
12/31/2012 153,750
1,100,000 230,000 1,330,000 1,330,000
an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_NI) Page 36
EFFECTIVE INTEREST COST
• Present Value
to 02108/2005
Date Cashflow @ 3.1061475%
02/15/2005 281,379.82 281,211.23
08/15/2005 31,981.25 31,473.29
02/15/2006 276,981.25 268,413.24
08/15/2006 28,918.75 27,595.61
02/15/2007 268,918.75 252,690.26
08115/2007 25,918.75 23,982.17
0211512008 270,918.75 246,842.73
08/15/2008 22,550.00 20,231.81
02115/2009 287,550.00 254,043.74
08/15/2009 18,575.00 16,159.61
02/15/2010 278,575.00 238,644.33
08/1512010 14,675.00 12, 379.24
02115/2011 269,675.00 224,008.00
08/15/2011 10,531.25 8,614.10
02/15/2012 270,531.25 217,898.45
08/1512012 5,981.25 4,743.90
02115/2013 115,981.25 90,581.25
0811512013 4,056.25 3,119.48
02/1512014 114,056.25 86,374.09
08/15/2014 2,062.50 1,538.03
02/15/2015 112,062.50 82,288.39
2,711,879.82 2,392,832.95
Summary
Valuation date 0210812005
Amount 2,392,832.95
Target for yield calculation 2,392,832.95
an 20, 2005 12:40 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
PV OF REFUNDED 1995 BONDS
• Present Value
to 02/08/2005
Date Cashflow @ 3.1061475%
05/01/2005 29,417.50 29,209.19
11/01/2005 119, 417.50 116, 758.54
05/01/2006 27,122.50 26,113.03
11/01/2006 117,122.50 111,038.83
05/01/2007 24,827.50 23,177.92
11/0112007 114,827.50 105,558.76
05/01/2008 22,532.50 20,396.92
11/01/2008 122,532.50 109,222.86
05/01/2009 19, 982.50 17, 539.57
11/01/2009 119, 982.50 103, 703.64
05/01/2010 17, 382.50 14, 794.33
11/01/2010 117,382.50 98,376.94
05/01/2011 - 14,732.50 12,158.31
11/01/2011 114,732.50 93,237.42
05/01/2012 12,045.00 9,638.68
11/01/2012 122,045.00 96,169.56
05101/2013 9,075.00 7,041.60
11/01/2013 119,075.00 90,981.29
05/0112014 6,050.00 4,551.91
11/01/2014 116,050.00 85,978.63
05/01/2015 3,025.00 2,206.87
11/01/2015 113,025.00 81,195.83
1,482,385.00 1,259,050.65
Summary
Valuation date 02/08/2005
Amount 1,259,050.65
Target for yield calculation 1,259,050.65
&so 20, 2005 12:45 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
PV OF REFUNDING OF 1995 BONDS
• Present Value
to 02108/2005
Date Cashflow @ 3.1061475%
02/15/2005 125,727.22 125,651.89 -
08/15/2005 17,137.50 16, 865.30
02/ 15/2006 122,137.50 118, 359.36
08/1512006 15,825.00 15,100.95
02/15/2007 120,825.00 113,533.55
08/15/2007 14, 512.50 13,428.16
02/1512008 124,512.50 113,447.32
08/15/2008 13, 000.00 11, 663.57
02115/2009 123,000.00 108, 667.64
08115/2009 11,350.00 9,874.11
02/.1512010 121, 350.00 103, 955.81
08/15/2010 9,700.00 8,182.53
02/1512011 114,700.00 95,276.60
08/15/2011 7,993.75 6,538.53
02115/2012 122,993.75 99,064.88
08/15/2012 5,981.25 4,743.90
02/15/2013 115,981.25 90,581.25
08/15/2013 4,056.25 3,119.48
02115/2014 114,056.25 86,374.09
08/15/2014 2,062.50 1,538.03
02115/2015 112,062.50 82,288.39
1,418,964.72 1,228,255.36
Summary
Valuation date 02/08/2005
Amount 1,228,255.36
Target for yield calculation 1,228,255.36
Dan 20, 2005 12:43 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
PV OF REFUNDED 1993 BONDS
• Present Value
to 02108/2005
Date CashBow @ 3.1061475%
02115/2005 152,500.00 152,408.63
08/15/2005 24,375.00 23,987.85
02115/2006 149,375.00 144,754.30
08/15/2006 21,250.00 20,277.73
02/15/2007 146,250.00 137,424.23
08/1512007 18,125.00 16,770.75 -
02/15/2008 143,125.00 130,405.76
08/15/2008 15,000.00 13,457.97
02/15/2009 165,000.00 145,773.67
08/1512009 11,250.00 9,787.11
02/15/2010 161,250.00 138,136.58
08/15/2010 7,500.00. 6,326.70
02115/2011 157,500.00 130,828.81
08/15/2011 3,750.00. 3,067.33
02115/2012 153,750.00 123,837.40
1,330, 000.00 1,197, 244.82
Summary
Valuation date 02/0812005
Amount 1,197,244.82
Target for yield calculation 1,197,244.82
*an 20, 2005 12.45 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Page 1
PV OF REFUNDING OF 1993 BONDS
• Present Value _
l0 02/08/2005
Date CashFlow @ 3.1061475%
02115/2005 155,652.60 155,559.34
08/15/2005 14, 843.75 14, 607.98
02115/2006 154, 843.75 150, 053.89
08115/2006 13,093.75 12,494.66
02/15/2007 148,093.75 139,156.71
08/15/2007 11, 406.25 10, 554.00
02115/2008 146, 406.25 133, 395.41
08/15/2008 9,550.00 8,568.24
02/15/2009 164,550.00 145,376.10
08115/2009 7,225.00 6,285.50
02/15/2010 157,225.00 134,688.52
08/15/2010 4,975.00 4,196.71
02/15/2011 154,975.00 128,731.40
08/15/2011 2,537.50 2,075.56
02115/2012 147,537.50 118,833.56
1,292, 915.10 1,164, 57 7.59
Summary
Valuation date 02/08/2005
Amount 1,164,577.59
Target for yield calculation 1,164,577.59
an 20, 2005 12:46 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012) Pagel
BOND DEBT SERVICE
• Town of Southold. New York
REFUNDING BONDS
REFUNDING OF 11115/1995. BONDS (11/0112005- 2015)
REFUNDING OF 04/15/1993 BONDS (02115/2005 -2012)
BANK QUALIFIED
UNENHANCED (INTRINSIC: All
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/08/2005
02/15/2005 280,000 2.500% 1,379.82 281,379.82
08/15/2005 31,981.25 31,981.25
12131/2005 313,361.07
02/15/2006 245,000 2.500% 31,981.25 276,981.25
08/15/2006 28,918.75 28,918.75
12/31/2006 305,900.00
0211512007 240,000 2.500% 28,918.75 268,918.75
08115/2007 25,918.75 25,918.75
12/31/2007 294,837.50
02115/2008 245,000 2.750% 25,918.75 270,918.75
08/15/2008 - 22,550.00 22,550.00
12131/2008 293,468.75
02/1512009 265,000 3.000% 22,550.00 287,550.00
08/15/2009 18,575.00 18,575.00
12131/2009 306,125.00
02115/2010 260,000 3.000% 18,575.00 278,575.00
08/1512010 14,675.00 14,675.00
12/31/2010 293,250.00
02115/2011 255,000 3.250% 14,675.00 269,675.00
08/15/2011 10,531.25 10,531.25
12/31/2011 280,206.25
02115/2012 260,000 3.500% 10,531.25 270,531.25
08115/2012 5,981.25 5,981.25
12/3112012 276,512.50
02115/2013 110,000 3.500% 5,981.25 115,981.25
0811512013 4,056.25 4,056.25
1213112013 120,037.50
02/1512014 110,000 3.625% 4,056.25 114,056.25
08/15/2014 2,062.50 2,062.50
12/3112014 116,118.75
02/15/2015 110,000 3.750% 2,062.50 112,062.50
1213112015 112,062.50
2,380,000 331,879.82 2,711,879.82 2,711,879.82
*an 20, 2005 12:41 pm Prepared by Roosevelt & Cross, Inc. (Finance 5.012 nys:R2X_N ) Page 7
• CERTIFICATE AS TO SIGNATURES AND LITIGATION
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 "Issuer", HEREBY
CERTIFY that on or before the date hereof, each of the Issuer's $2,380,000 principal amount
Refunding Serial Bonds-2005 (the "Bonds"), dated February 8, 2005 and more fully described in
Schedule A attached hereto and hereby made a part hereof, were duly and completely executed
in the name and on behalf of the Issuer by the manual signatures of the undersigned officers of
the Issuer, each of whom who did and does hereby adopt such signatures, and the imprinting
thereon of the official seal of the Issuer, and that on the date hereof, we are the duly chosen,
qualified and acting officers of the Issuer holding the offices indicated by the official titles set
opposite our signatures hereto, for terms expiring on the dates set opposite such titles.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
has been imprinted upon each of the Bonds and is the legally adopted, proper and only official
corporate seal of the Issuer.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of said Bonds or the levy or
collection of any taxes to pay the interest on or principal of said Bonds, or in any manner
questioning the authority or proceedings for the issuance of said Bonds or the levy or collection
of said taxes, or relating to said Bonds or affecting the validity thereof or the levy or collection of
said taxes, that neither the corporate existence or boundaries of the Issuer nor the title of any of
the officers of the Issuer to their respective offices is being contested, that no authority or
•
467879.1 027825 CERT
• proceedings for the issuance of said Bonds has or have been repealed, revoked or rescinded, and
that no Bonds of the Issuer have been heretofore issued under or pursuant to such proceedings.
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed as of the 8th day of February, 2005.
(SEAL)
TERM OF OFFICE
SIGNATURE OFFICIAL TITLE EXPIRES (DATE)
Supervisor December 31, 2005
Town Clerk December 31, 2005
•
467879.1 027825 CERT
• Schedule A
Bonds of the Town of Southold, in the County of Suffolk, New York,
substantially in form, and offered for sale, as provided by the Certificate of Determination
executed by the Supervisor as of January 20, 2005 and to be delivered thereunder in the
aggregate principal amount of $2,380,000.
Number of Issues: I
Amount and Title: $2,380,000 Refunding Serial Bonds-2005
Dated: February 8, 2005
Denominations,
Numbers and Letters: In the form of registered bonds without coupons in denominations
of $5,000 or any integral multiple thereof, not exceeding the
aggregate principal amount of Bonds maturing in any year,
registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York, numbered
separately and consecutively upward with the letter "R" prefixed
thereto.
Place of Payment of The office of the Town Clerk, Town of Southold, Town Hall,
Principal and Interest: 53095 Main Road, Southold, New York (the "Fiscal Agent').
Interest payable by wire transfer or in clearinghouse funds from
said Fiscal Agent to the person in whose name the bond is
registered at the address shown on the registration book maintained
by the Fiscal Agent as of the last day of the month preceding each
interest payment date.
Maturities,
Interest Rates
and Payment Dates: Mature on February 15 in the principal amounts in each of the
following years and bear interest at the respective rates per annum,
payable on February 15, 2005, August 15, 2005 and semiannually
thereafter on February 15 and August 15 in each year to maturity,
as set forth below:
• 467879.1 027825 CERT
• Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2005 $280,000 2.50% 2011 255,000 3.25%
2006 245,000 2.50 2012 260,000 3.50
2007 240,000 2.50 2013 110,000 3.50
2008 245,000 2.75 2014 110,000 3-5/8
2009 265,000 3.00 2015 110,000 3.75
2010 260,000 3.00
• 467879.1 027825 CERT
r
CERTIFICATE OF DELIVERY AND PAYMENT
•
I, JOSHUA Y. HORTON, the duly elected, qualified and acting Supervisor of the
Issuer hereinafter named, HEREBY CERTIFY that on the 8th day of February, 2005,1 delivered
or caused to be delivered to Roosevelt & Cross, Incorporated, New York, New York, $2,380,000
aggregate principal amount Refunding Serial Bonds-2005 (the "Bonds") of the Town of
Southold, a municipal corporation of the State of New York and herein referred to as the
"Issuer", each duly and completely executed by or on behalf of the Issuer and all described as set
forth in Schedule A annexed hereto and by this reference made a part hereof, and that at or
before the time of such delivery of said Bonds, I received from said purchaser the following
amounts:
Received prior to such delivery .........................................................................................0-
Received at time of such delivery ...................................................................$2,372,832.95
Total amount received .....................................................................................$2,372,832.95
being full payment for said Bonds in accordance with the contract of sale thereof, computed as
follows:
Par Amount of Bonds ......................................................................................$2,380,000.00
Plus: Original Issue Premium 12,832.95
Less: Underwriter's Discount 20,000.00
Interest on said Bonds accrued to the date
of delivery -0-
Total ................................................................................................................$2,372, 832.95
I FURTHER CERTIFY that at the time of such delivery of said Bonds, a written
opinion was rendered by the law firm of Hawkins Delafield & Wood LLP, dated as of the date of
such delivery, as to the validity of said Bonds, said opinion (except as to omission of the date of
such delivery) having been printed on each of said Bonds.
467879.1 027825 CERT
IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of
February, 2005.
c
Supervisor
•
467879.1 027825 CERT
• Schedule A
Bonds of the Town of Southold, in the County of Suffolk, New York,
substantially in form, and offered for sale, as provided by the Certificate of Determination
executed by the Supervisor as of January 20, 2005 and to be delivered thereunder in the
aggregate principal amount of $2,380,000.
Number of Issues: 1
Amount and Title: $2,380,000 Refunding Serial Bonds-2005
Dated: February 8, 2005
Denominations,
Numbers and Letters: In the form of registered bonds without coupons in denominations
of $5,000 or any integral multiple thereof, not exceeding the
aggregate principal amount of Bonds maturing in any year,
registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York, numbered
separately and consecutively upward with the letter "R" prefixed
thereto.
Place of Payment of The office of the Town Clerk, Town of Southold, Town Hall,
Principal and Interest: 53095 Main Road, Southold, New York (the "Fiscal Agent").
Interest payable by wire transfer or in clearinghouse funds from
said Fiscal Agent to the person in whose name the bond is
registered at the address shown on the registration book maintained
by the Fiscal Agent as of the last day of the month preceding each
interest payment date.
Maturities,
Interest Rates
and Payment Dates: Mature on February 15 in the principal amounts in each of the
following years and bear interest at the respective rates per annum,
payable on February 15, 2005, August 15, 2005 and semiannually
thereafter on February 15 and August 15 in each year to maturity,
as set forth below:
467879.1 027825 CERT
• Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2005 $280,000 2.50% 2011 255,000 3.25%
2006 245,000 2.50 2012 260,000 3.50
2007 240,000 2.50 2013 110,000 3.50
2008 245,000 2.75 2014 110,000 3-5/8
2009 265,000 3.00 2015 110,000 3.75
2010 260,000 3.00
• 467879.1 027825 CERT
• TOWN OF SOUTHOLD, NEW YORK
CERTIFICATE OF THE SUPERVISOR OF THE TOWN
Joshua Y. Horton, Supervisor of the Town of Southold, New York (the "Issuer"),
hereby certifies on behalf of the Issuer as follows:
I. I am the chief fiscal officer of the Issuer.
2. The representations and warranties of the Issuer in the Bond Purchase
Agreement dated January 20, 2005 (the "Bond Purchase Agreement") between the Issuer and
Roosevelt & Cross, Incorporated, as Underwriter (the "Underwriter"), are true and correct on and
as of the date hereof, and the Issuer has complied with and performed all of its agreements in the
Bond Purchase Agreement.
3. Each of the conditions in Section 4 of the Bond Purchase Agreement to be
satisfied by the Issuer has been satisfied by the Issuer on the date hereof and the Issuer is not
aware of any other condition of the Bond Purchase Agreement that has not been satisfied on the
date hereof.
4. The Final Official Statement of the Issuer dated January 20, 2005 (the
"Official Statement") relating to the sale of the Issuer's $2,380,000 Refunding Serial Bonds -
2005 (the "Bonds"), delivered pursuant to the Bond Purchase Agreement (excluding from such
Official Statement the "Price or Yield" on the cover page and information ascribed to sources
other than the Issuer), as of the date hereof does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading, except that no representation is
made as to information in the Official Statement ascribed to sources other than the Issuer
although I have no reason to believe and do not believe that such information is materially
inaccurate or misleading.
5. There has been no material adverse change in the financial condition or
results of operations of the Issuer from the date of the Official Statement to the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January,
2005.
TOWN OF SOUTHOLD, NEW YORK
By:
Joshua Y' Horton
Supervisor
•
467956.1 027825 COP
• UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
Section 1. Definitions
"Annual Information" shall mean the information specified in Section 3 hereof.
"GAAP" shall mean generally accepted accounting principles as in effect from
time to time in the United States.
"Holder" shall mean any registered owner of the Securities and any beneficial
owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934.
"Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal
corporation of the State of New York.
"MSRB" shall mean the Municipal Securities Rulemaking Board established in
accordance with the provisions of Section 1513(b)(1) of the Securities Exchange Act of 1934.
"NRMSIR" shall mean each nationally recognized municipal securities
information repository within the meaning of Rule 15c2-12.
"Rule 15c2-12" shall mean Rule 15c2-12 under the Securities Exchange Act of
1934, as amended through the date of this Undertaking, including any official interpretations
thereof.
"Securities" shall mean the Issuer's $2,380,000 Refunding Serial Bonds-2005,
dated February 8, 2005, maturing in various principal amounts on February 15 in each of the
years 2005 to 2015, inclusive, and delivered on the date hereof.
"State Information Depository" shall mean the New York State Information
Depository, if and when created.
Section 2. Obligation to Provide Continuing Disclosure. (a) The Issuer hereby
undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided either
directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York
11776:
(i) to each NRMSIR and to the State Information Depository, no later than 180
days after the end of each fiscal year, commencing with the fiscal year
December 31, 2005, the Annual Information relating to such fiscal year,
together with audited financial statements of the Issuer for such fiscal year if
audited financial statements are then available; provided, however, that if
audited financial statements are not then available, unaudited financial
statements shall be provided with the Annual Information, and audited
financial statements, if any, shall be delivered to each NRMSIR and to the
• State Information Depository within thirty (30) days after they become
available and in no event later than 360 days after the end of each fiscal year;
and
467879.1 027825 CERT
• (ii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information
Depository, in a timely manner, notice of any of the following events with
respect to the Securities, if material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to
perform;
(6) adverse tax opinions or events affecting the tax-exempt status of
the Securities;
(7) modifications to rights of Securities holders;
(8) bond calls;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Securities; and
(11) rating changes.
(iii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information
Depository, in a timely manner, notice of a failure to provide by the date
set forth in Section 2(a)(i) hereof any Annual Information required by
Section 3 hereof.
(b) Nothing herein shall be deemed to prevent the Issuer from disseminating
any other information in addition to that required hereby in the manner set forth herein or in any
other manner. If the Issuer disseminates any such additional information, the Issuer shall have
no obligation to update such information or include it in any future materials disseminated
hereunder.
(c) Nothing herein shall be deemed to prevent the Issuer from providing
notice of the occurrence of certain other events, in addition to those listed above, if the Issuer
determines that any such other event is material with respect to the Securities; but the Issuer does
not undertake to commit to provide any such notice of the occurrence of any material event
except those events listed above.
Section 3. Annual Information. (a) The required Annual Information shall
consist of the financial information and operating data for the preceding fiscal year, in a form
generally consistent with the information contained or cross-referenced in the Issuer's final
official statement relating to the Securities under the headings: "The Town," "Economic and
467879.1 027825 CERT
• Demographic Information," "Indebtedness of the Town," "Finance of the Town," "Real Property
Tax Information," and "Litigation"; and in Appendix A.
(b) All or any portion of the Annual Information may be incorporated in the
Annual Information by cross reference to any other documents which have been filed with (i) the
NRMSIRs and the State Information Depository, or (ii) the Securities and Exchange
Commission. If such a document is a final official statement, it also must be available from the
MSRB.
(c) Annual Information for any fiscal year containing any modified operating
data or financial information (as contemplated by Section 7(e) hereof) for such fiscal year shall
explain, in narrative form, the reasons for such modification and the effect of such modification
on the Annual Information being provided for such fiscal year. If a change in accounting
principles is included in any such modification, such Annual Information shall present a
comparison between the financial statements or information prepared on the basis of the
modified accounting principles and those prepared on the basis of the former accounting
principles.
Section 4. Financial Statements. The Issuer's annual financial statements for
each fiscal year shall be prepared in accordance with GAAP as in effect from time to time. Such
financial statements shall be audited by an independent accounting firm.
Section 5. Remedies. If the Issuer shall fail to comply with any provision of this
Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of
all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this
Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and
may compel the Issuer or any such officers, agents or employees to perform and carry out their
duties under this Undertaking; provided that the sole and exclusive remedy for breach of this
Undertaking shall be an action to compel specific performance of the obligations of the Issuer
hereunder and no person or entity shall be entitled to recover monetary damages hereunder under
any circumstances. Failure to comply with any provision of this Undertaking shall not constitute
an event of default on the Securities.
Section 6. Parties in Interest. This Undertaking is executed and delivered solely
for the benefit of the Holders. No other person shall have any right to enforce the provisions
hereof or any other rights hereunder.
Section 7. Amendments. Without the consent of any holders of Securities, the
Issuer at any time and from time to time may enter into any amendments or changes to this
Undertaking for any of the following purposes:
(a) to comply with or conform to any changes in Rule 15c2-12 (whether
required or optional);
(b) to add a dissemination agent for the information required to be provided
• hereby and to make any necessary or desirable provisions with respect thereto;
467879.1 027825 CERT
• (c) to evidence the succession of another person to the Issuer and the
assumption of any such successor of the duties of the Issuer hereunder;
(d) to add to the duties of the Issuer for the benefit of the Holders, or to
surrender any right or power herein conferred upon the Issuer;
(q) to modify the contents, presentation and format of the Annual Information
from time to time to conform to changes in accounting or disclosure principles or
practices and legal requirements followed by or applicable to the Issuer or to reflect
changes in the identity, nature or status of the Issuer or in the business, structure or
operations of the Issuer or any mergers, consolidations, acquisitions or dispositions made
by or affecting any such person; provided that any such modifications shall comply with
the requirements of Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such
modification; or
(f) to cure any ambiguity, to correct or supplement any provision hereof
which may be inconsistent with any other provision hereof, or to make any other
provisions with respect to matters or questions arising under this Undertaking which, in
each case, comply with Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such
amendment or change; provided that no such action pursuant to this Section 7 shall
adversely affect the interests of the Holders in any material respect. In making such
determination, the Issuer shall rely upon an opinion of nationally recognized bond
counsel.
Section 8. Termination. This Undertaking shall remain in full force and effect
until such time as all principal, redemption premiums, if any, and interest on the Securities shall
have been paid in full or the Securities shall have otherwise been paid or legally defeased
pursuant to the their terms. Upon any such legal defeasance, the Issuer shall provide notice of
such defeasance to each NRMSIR or the MSRB, and the State Information Depository. Such
notice shall state whether the Securities have been defeased to maturity or to redemption and the
timing of such maturity or redemption.
Section 9. Undertaking to Constitute Written Agreement or Contract. This
Undertaking shall constitute the written agreement or contract for the benefit of Holders of
Securities, as contemplated under Rule 15c2-12.
Section 10. Governing Law. This Undertaking shall be governed by the laws of
the State of New York determined without regard to principles of conflict of law.
IN WITNESS WHEREOF, the undersigned has duly authorized, executed and
delivered this Undertaking as of February 8, 2005.
TOWN OF SOUTHOLD
By 9
• pervisor and Chief Fiscal Officer
467879.1 027825 CERT
• INCUMBENCY CERTIFICATE OF THE TOWN CLERK
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, New York,
HEREBY CERTIFY as follows:
1. That the names of the members of the Town Board and of the officers of the
Town, the dates of their election or appointment and the dates of commencement and expiration
of their terms of office for the official year commencing January 1, 2005 and ending December
31, 2005 are as follows:
Name and Office Date of Commencement of Term Date of End of Term
Supervisor:
Joshua Y. Horton January 1, 2004 December 31, 2005
Members of the
Town Board:
William P. Edwards January 1, 2004 December 31, 2007
Louisa P. Evans January 1, 2002 December 31, 2005
John M. Romanelli January 1, 200 2 December 31, 2005
Daniel C. Ross January 1, 2004 December 31, 2007
Thomas H. Wickman January 1, 200 2 December 31, 2005
Town Clerk:
Elizabeth A. Neville January 1, 2002 December 31, 2005
Town Attorney:
Patricia A. Finnegan, Esq. January 1, 2004 December 31, 2005
• 467879.1 027825 CERT
f
• All of the foregoing members of the Town Board and officers filed their oaths of
office with the undersigned Town Clerk and such of them as were required to file or give bonds
or official undertakings filed or gave such bonds or official undertakings in form and sum
approved by the Town Board and all of such members of the Town Board and officers are
legally eligible and are otherwise duly qualified as such and are the acting members of the Town
Board and officers of the Town.
2. The seal impressed upon this Certificate is the duly adopted and only official
corporate seal of the Town.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town as of the 8th day of
February, 2005.
(SEAL) r
Town Clerk
• 467879.1 027825 CERT
• ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Joshua Y. Horton, Supervisor and Chief Fiscal Officer of the Town of Southold,
Suffolk County, New York (the "Issuer"), hereby certify and reasonably expect with respect to
the issuance on February 8, 2005 (the "Issue Date") of the Issuer's $2,380,000 Refunding Serial
Bonds - 2005 (the "Bonds"), as follows:
Unless the context clearly requires otherwise, all capitalized terms not otherwise
defined herein shall have the meanings set forth in EXHIBIT A or in the Resolution, the Code or
the Regulations (each as defined in EXHIBIT A).
ARTICLE I
GENERAL
1.1. Authority ng atory. I am an officer of the Issuer charged with the
responsibility for the execution, delivery, and issuance of the Bonds and I 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 Issue Date as to future events
regarding the amount and use of proceeds of the Bonds. It is intended and may be relied upon
for purposes of Sections 103 and 148 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 Bonds. The provisions of this
Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of
and payment for the Bonds 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 Bonds will not be used in a manner that would cause the Bonds 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 are no
other facts, estimates or circumstances that would materially change that expectation.
1.4. No Composite Issue. No other Tax-Exempt obligations have been sold
fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Bonds,
pursuant to the same plan of financing, which are expected to be paid from substantially the
same source of funds as the Bonds. For purposes of this section, obligations are considered sold
on the earlier of the date a commitment letter or a purchase agreement is executed.
1.5 No Federal Guarantee. The Issuer represents and covenants that, except
for the Gross Proceeds of the Bonds which are (a) invested during the temporary period referred
to in Article IIl, (b) held in any refunding escrow, or (c) invested in obligations of the United
States Treasury or in obligations issued pursuant to Section 2113(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:
468017.2 027825 AC
• (i) No portion of the payment of principal or interest with respect to the
Bonds 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 in excess of five percent of such Gross
Proceeds is or will be (A) used in making loans with respect to which the payment of principal or
interest is to be federally guaranteed, or (B) invested directly or indirectly in federally insured
deposits or accounts.
For purposes of this Certificate, generally, Gross Proceeds consist of Sale
Proceeds, Transferred Proceeds, if any, Investment Proceeds and Replacement Proceeds, if any,
of the Bonds.
1.6. Tax Representation. The Issuer 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 Bonds 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 Bonds for federal
income taxation purposes.
1.8. No Hedge Bonds. (a) The Issuer reasonably expected as of the issue date
of each issue of the Prior Bonds (as defined in Section 2.2 below) that (a) at least 85% of the
spendable proceeds of each issue of the Prior Bonds will be used to carry out the governmental
purposes of such issue within three years of the respective issue dates thereof and (b) not more
than 50% of the spendable proceeds of each issue of the Prior Bonds will be invested in
investment property which (i) would be acquired with the amounts received as a result of
investing original proceeds of the issue and (ii) would have a substantially guaranteed yield of
four years or more. For purposes of the preceding sentence, each issue of the Prior Bonds
includes, as applicable, each issue of obligations refunded by the Prior Bonds the proceeds of
which funded capital projects.
(b) The Issuer reasonably expects as of the Issue Date that (a) at least 85% of
the spendable proceeds of the Bonds will be used to carry out the governmental purposes of the
Bonds within three years of the Issue Date and (b) not more than 50% of the spendable proceeds
of the Bonds will be invested in investment property which (i) would be acquired with the
amounts received as a result of investing original proceeds of the Bonds and (ii) would have a
substantially guaranteed yield of four years or more, except for proceeds of the Bonds used for
advance refunding purposes.
1.9. Reliance by Bond Counsel. The representations of the Issuer expressed in
this Certificate may be relied upon by the Issuer's Bond Counsel in connection with the
rendering of any opinion with respect to the Bonds.
• 1.10. Noncompliance. The Issuer shall perform each of the representations
undertaken by it in this Certificate unless, in the written opinion of Bond Counsel,
2
468017.2 027825 AC
• noncompliance therewith will not cause interest on the Bonds to be included in gross income for
purposes of federal income taxation.
1.10. IRS Form 8038-G. The Issuer will arrange for the filing of IRS Form
8038-G, attached hereto as EXHIBIT B, with respect to the Bonds by the 15th day of the second
month after the calendar quarter in which the Bonds are issued.
ARTICLE II
USE OF PROCEEDS
2.1. Authorization. The Bonds are authorized to be issued pursuant to
applicable provisions of the laws of the State of New York, the Local Finance Law and the
Resolution.
2.2. Purpose of the Bonds. The proceeds of the Bonds will be used to (1)
refund the Issuer's $2,695,000 Various Purposes Serial Bonds - 1993, issued on April 22, 1993
(the "1993 Bonds") and now outstanding in the aggregate principal amount of $1,100,000, by
current refunding the portion of the outstanding 1993 Bonds maturing on February 15, 2005 (the
"Current Refunded Bonds") and by advance refunding the remaining portion of the outstanding
1993 Bonds, and (2) advance refund the Issuer's $1,750,000 Agricultural Land Preservation
Serial Bonds - 1995, issued on November 8, 1995 (the "1995 Bonds" and collectively with the
1993 Bonds, the "Prior Bonds") and currently outstanding in the aggregate principal amount of
$1,110,000. The outstanding 1993 Bonds and 1995 Bonds to be advance refunded are called the
"Advance Refunded Bonds" and together with the Current Refunded Bonds, the "Refunded
Bonds". The refunding of the Refunded Bonds will produce net present value debt service
savings of $63,462.51 using the Bond Yield (as defined in Section 4.3 below) as the discount
rate. In addition, a portion of the proceeds of the Bonds will be used to pay the costs of issuing
the Bonds, including the underwriting discount.
2.3. Proceeds of Prior Bonds. The proceeds of the Prior Bonds were used to
provide funds for the acquisition of land and for various capital projects (the "Projects"), as
summarized in EXHIBIT C. The Issuer represents that private activity with respect to the
proceeds of each issue of the Prior Bonds as certified in the tax certificates has not changed since
the respective dates of issue thereof.
2.4. Sale Proceeds. The Issuer negotiated the sale of the Bonds and entered
into the Bond Purchase Agreement for the Bonds dated January 20, 2005, with Roosevelt &
Cross, Incorporated (the "Underwriter"). The Issuer will receive on the Issue Date as a result of
the sale of the Bonds the principal amount of the Bonds, $2,380,000.00, plus net original issue
premium of $12,832.95, for a subtotal of $2,392,832.95 (the "Sale Proceeds"), less underwriting
discount of $20,000.00, for a total of $2,372,832.95.
•
3
468017.2 027825 AC
• follows: 2.5. Application of Sale Proceeds. The Sale Proceeds will be applied as
Sources:
Bond Proceeds:
Par Amount 2,380,000.00
Net Premium 12,832.95
Total Sources 2.392 832 95
Uses:
Delivery Date Expenses:
Underwriter's Discount 20,000.00
Cost of Issuance 50.075.22
70,075.22
Deposit to Refunding Escrow:
Cash Deposit 152,520.73
SLGS Purchases 2,170,237.00
2.322357.73
Total Uses 2.392.83195
ARTICLE III
PRIVATE ACTIVITY
3.1. Ownership/Lease/Sale. While the Bonds remain outstanding, all of the
Projects are and will be owned by the Issuer or another state or local governmental unit and will
not be owned by or leased to any person who is not a state or local governmental unit. The
Projects will not (except to the extent that any portion of the Projects were financed with grants,
if any) 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 Bonds.
3.2. No Private Loans. As shown in EXHIBIT C, none of the proceeds of the
Prior Bonds or the Bonds were, are or will be used, directly or indirectly, to make loans to
persons other than a state or local governmental unit while the Bonds remain outstanding. The
Issuer will not make any private loans from the proceeds of the Bonds or the Prior Bonds after
the Issue Date unless the Issuer has received the written opinion of Bond Counsel that such
private loan will not adversely affect the exclusion of the interest on the Bonds from gross
income for purposes of federal income taxation.
3.3. Limitations on Private Use. As shown in EXHIBIT C, at all times while
the Bonds remain outstanding, less than the lesser of $15,000,000 or 10% of either: (a) the
aggregate amount of the proceeds of the Bonds are used or expected to be used, directly or
indirectly, in a trade or business carried on by a person other than a state or local governmental
unit ("Private Use") or (b) the present value debt service on the Bonds during the term thereof is,
• under the terms of the Bonds or any underlying arrangement, directly or indirectly, secured by
4
468017.2 027825 AC
• 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. Payments
by a person for a use of proceeds do not include the portion of any payment that is properly
allocable to the payment of ordinary and necessary expenses (as defined under Section 162 of the
Code) directly attributable to the operation and maintenance of the financed property used by
that person. For this purpose, general overhead and administrative expense are not directly
attributable to those operations and maintenance.
3.4. Unrelated/Related Disproportionate Use. As shown in EXHIBIT C, at all
times while the Bonds remain outstanding, less than the lesser of $15,000,000 or 5% of either:
(a) the proceeds of the Bonds were or will be used directly or indirectly in the trade or business
of a person other than a state or local governmental unit that is unrelated or related and
disproportionate to the governmental use of the property being financed, including any private
loan financing described in Section 3.2 which meets this test or (b) the present value debt service
on the Bonds during the term thereof is, under the terms of the Bonds 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. For purposes of this Certificate, Bond proceeds are
allocable to a disproportionate related Private Use to the extent that the proceeds of the Bonds
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 exceeds the proceeds of the Bonds
which are to be used for the governmental use to which such Private Use relates.
3.5. Private Use Defined. (a) For purposes of Sections 3.3 and 3.4, a Private
Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts, put or pay contracts, output
contracts or research contracts which provides for a use of any Project by a person or persons
who are not State or local governments on a basis different than the general public. The Issuer
will not enter into any such contract or arrangement unless the Issuer has obtained an opinion
from Bond Counsel that such contract or arrangement does not adversely affect the exclusion of
the interest on the Bonds from federal income taxation. None of the Projects were financed or
are being refinanced for use by any specific user.
(b) Use by State or Local Governmental Units. The Projects may be used by
or on behalf of a State or Local Governmental Unit provided that there is no transfer or flow-
through of such use to any person or entity carrying on any trade or business that does not
constitute General Public Use (as defined in (c) below).
(c) General Public Use. The Projects may be used by any person or entity,
including any person or entity carrying on any trade or business, if such use constitutes General
Public Use. General Public Use is any arrangement providing for use that is available to the
general public at either (i) no charge, or (ii) on the basis of rates that are generally applicable and
• uniformly applied. For this purpose, rates may be treated as generally applicable and uniformly
applied even if (i) different rates apply to different classes of users, such as volume purchasers, if
5
468017.2 027825 AC
• the differences in rates are customary and reasonable, or (ii) a specially negotiated rate
arrangement is entered into, but only if the user is prohibited by federal law from paying the
generally applicable rates, and the rates established are as comparable as reasonably possible to
the generally applicable rates.
The Issuer imposes generally applicable and uniform rates and charges, if any, on
all users of the Projects pursuant to the schedules of rates and charges adopted by the Issuer from
time to time.
(d) No Priority Rights or Other Preferential Benefits. The Projects will not be
used by any person or entity under any arrangement that conveys priority rights or other
preferential benefits.
(e) 200 Days General Public Use Arrangements. The Projects may be used
by any person or entity under any arrangement that is available to members of the general public
and that does not otherwise convey priority rights or other preferential benefits is treated,
nevertheless, as General Public Use if the term of the use under the arrangement, including all
renewal options, is not greater than two hundred days. For this purpose, a right of first refusal to
renew use under the arrangement is not treated as a renewal option if (i) the compensation for the
use under the arrangement is redetermined at generally applicable, fair market value rates that
are in effect at the time of renewal, and (ii) the use of the financed property under the same or
similar arrangements is predominantly by natural persons who are not engaged in a trade or
business.
(f) 50 Days Negotiated Arm's-length Use Arrangement s. The Projects may
be used by any person or entity under any arrangement (other than as an owner) for a term
(including renewal options) not longer than fifty days, provided the arrangement is negotiated at
arm's-length, the compensation paid for the use is at fair market value and the Projects is not
financed for the principal purpose of such private trade or business use.
(g) 100 Days Limited General Public Use Arrangements . The Projects may
be used by any person or entity under any arrangement for use (other than as an owner) for a
term (including renewal options) of not longer than one hundred days, provided that the
arrangement would be General Public Use except that it is not available on the same basis for use
by natural persons because generally applicable and uniformly applied rates are not reasonably
available to natural persons not engaged in a trade or business and the Projects is not financed for
the principal purpose of such private trade or business use.
(h) Incidental Use Arrangements . The Projects or any specific facility of the
Projects may be used by any person or entity where the use is incidental if, except for vending
machines, pay telephones, kiosks and similar uses, the use does not involve the transfer of
possession and control of space separated from other areas of the facility by walls, partitions,
barriers and the like, the nonpossessory use is not functionally related to any other use of such
facility by the same person (other than a different nonpossessory use) and all nonpossessory uses
do not in the aggregate exceed 2.5% of the Projects or such facility.
•
6
468017.2 027825 AC
• 3.6. Management and Operations Contracts. The Issuer manages and operates
all Projects. The Issuer has not been a party to any management contract with any person or
entity for management services to be provided to the Issuer at or with respect to the Projects.
The Issuer will not enter into any such contract while the Bonds remains outstanding except with
respect to a contract which meets the requirements of Revenue Procedure 97-13 (each a "Safe-
Harbor Management Contract") as summarized in EXHIBIT D or unless the Issuer shall have
received an opinion of Bond Counsel that such contract will not adversely affect the exclusion
from gross income for federal income taxation purposes of the interest on the Bonds.
3.7. Monitoring and Measurement of Private Activity. The Issuer covenants to
monitor the amount of private business or trade use at each Project financed with the proceeds of
the Bonds to ensure that the aggregate amount of such private business or trade use at all the
Projects will not exceed the applicable limits described in this Article. The Issuer has established
or will establish procedures for monitoring the amount of private business or trade use at each of
the Projects.
The amount of private business use of a Project is determined according to the
average percentage of private business use of such Project during the measurement period. To
the extent a Project is owned by the Issuer, the measurement period with respect to a Project (a)
begins on the later of the Issue Date or the in-place service date of such Project, and (b) ends on
the earlier of the expiration date of the economic life of such Project or the last maturity of the
Bonds. The average percentage of private business use is the average of the percentages of
private business use during the one-year periods within the measurement period and is to be
determined, with appropriate adjustments, as provided in the Regulations.
The Issuer also covenants to monitor the amount of private payments and security
at each Project to ensure that the present value of the aggregate amount of private payments and
security at all Projects financed with the proceeds of the Bonds will not exceed: (a) 5% with
respect to unrelated or related and disproportionate private trade or business described in Section
3.4, and (b) 10% with respect to total private trade or business use described in Section 3.3, of
the present value of the aggregate debt service on the Bonds. Such present values are to be
determined, with appropriate adjustments, as provided in the Regulations.
The Issuer will advise Bond Counsel not less than annually of any change in the
amount of. (a) unrelated or related and disproportionate private trade or business described in
Section 3.4, (b) private activity and total private trade or business use described in Section 3.3,
and (c) the corresponding amount of private payments and security arising from any contract or
other arrangement including, without limitation, ownership, leases, management and operation
contracts, research agreement, guarantee contracts, take or pay contracts, put or pay contracts, or
other output contracts or any other action or event described in this Article.
3.8. No Pooled Loan Financines. None of the proceeds of the Bonds have
been or will be used directly or indirectly to make or finance loans to two or more ultimate
borrowers (including loans referred to in Section 3.2 and loans to state or local governmental
units).
7
468017.2 027825 AC
• ARTICLE IV
ARBITRAGE
4.1. Issue Price. The Issuer has been advised by the Underwriter in its letter
contained in EXHIBIT E that at least 10% of each maturity of the Bonds were sold or, are as of
the Issue Date being offered for sale, to the general public (excluding sales to bond houses,
brokers, or similar persons or organizations acting in the capacity as underwriters, placement
agents, or wholesalers) in a bona fide public offering at not in excess of the offering prices and at
not less than the yields shown on the cover page of the Official Statement. Based on such
advice, the issue price of the Bonds is $2,392,832.95 (the "Issue Price"), representing the stated
principal amount of 2,380,000.00, plus net original issue premium of $12,832.95.
4.2. No Transferred Proceeds. All of the proceeds of each issue of the Prior
Bonds have been expended as of the Issue Date and, therefore, no proceeds of the Refunded
Bonds will become transferred proceeds of the Bonds on the date when a portion of the principal
of each issue of the Refunded Bonds is redeemed from the proceeds of the Bonds.
4.3. Bond Yield. (a) When used in this Certificate, the term "yield" refers to
yield computed by the actuarial or present worth method using a 360-day year and semiannual
compounding, and means the discount rate which, when used in computing the present worth of
all payments of principal and interest to be paid on an obligation, produces an amount equal to
the Issue Price thereof in the case of the Bonds and the purchase price in the case of investments
purchased with Gross Proceeds of the Bonds.
(b) The Issuer has not entered into any Qualified Guarantee or qualified
hedge, as defined in Section 1.148-4(h) of the Regulations, with respect to the Bonds.
Accordingly, the Bond Yield has been computed by the Underwriter and verified by Causey
Demgen and Moore, Inc. (the "Verification Agent") in its verification report dated the Issue Date
(the "Verification Report"), in compliance with Section 1.148-4 of the Regulations, to be
3.1061%. The Bond Yield has been calculated as the discount rate that, when used in computing
the present value as of the Issue Date of all unconditionally payable payments of principal and
interest on the Bonds, produces an amount equal to the present value, using the same discount
rate, of the aggregate Issue Price.
4.4. Temporary Periods.
(a) The proceeds of the Bonds to be used to current refund the Current
Refunded Bonds (the "Current Refunding Bonds") will be expended in their entirety within
ninety days after the Issue Date, and may be invested until such date without restriction as to
yield. The Issuer elects to waive the right to invest such proceeds without yield restriction
during such temporary period.
(b) The proceeds of the Bonds to be used to advance refund the Advance
Refunded Bonds (the "Advance Refunding Bonds") will be expended more than ninety days
• after the Issue Date. Such proceeds may be invested at an unrestricted yield for a temporary
8
468017.2 027825 AC
• period not to exceed thirty days from the Issue Date. The Issuer elects to waive the right to
invest such proceeds without yield restriction during such thirty-day temporary period.
(c) The Sale Proceeds to be used to pay the costs of underwriting the Bonds
will be expended on the Issue Date. The Sale Proceeds to be used to pay other costs of issuance
of the Bonds may be invested at an unrestricted yield for a temporary period not to exceed
thirteen months from the Issue Date.
(e) Investment earnings received on investment of Gross Proceeds of the
Bonds may be invested at an unrestricted yield for a period not to exceed one year from the date
of receipt.
4.5. Escrow Deposit Fund. (a) As described in the Escrow Contract between
the Issuer and The Bank of New York, dated the Issue Date (the "Escrow Contract"), the Sale
Proceeds in the amount of $2,322,757.73 will be deposited into the Escrow Deposit Fund, as
defined in the Escrow Contract, $152,520.73 of which will be retained as initial cash and
$2,170,237.00, the balance, will be applied to the purchase of United States Treasury Certificates
of Indebtedness and Notes - State and Local Government Series, Time Deposit Series ("SLGS").
Copies of the initial and final subscriptions for SLGS are attached hereto as EXHIBIT G.
(b) The yield on the Escrow Securities has been computed by the Underwriter
and verified by the Verification Agent to be 2.9237%, which yield does not exceed the Bond
Yield.
4.6 Current and Advance Refundinp_ and Redemption Dates. (a) Proceeds of
the Current Refunding Bonds will be spent within ninety days after the Issue Date to retire or pay
debt service and redemption premium, if any, on the Current Refunded Bonds.
(b) As provided in the Escrow Contract, proceeds of the Advance Refunding
Bonds will be spent more than ninety days after the Issue Date to pay debt service and
redemption premium, if any, on the Bonds. The bonds comprising the Advance Refunded Bonds
will be redeemed on the first date such bonds may be redeemed.
4.7. Minor Portion. A minor portion of the Gross Proceeds of the Bonds may
be invested without yield restriction in an amount not exceeding the lesser of (i) $100,000.00 or
(ii) 5% of the Sale Proceeds.
4.8. Yield Restricted Monev. Amounts that may not be invested at an
unrestricted yield, if any, will be invested in either (i) Nonpurpose Investments at a fair market
price which produces a yield not materially higher, as that term is defined in Section 1.148-2(d)
of the Regulations ("Materially Higher"), than the Bond Yield, (ii) SLGS which produce yield
not Materially Higher than the Bond Yield, or (iii) Tax-Exempt obligations.
4.9. No Overissuance and No Excess Gross Proceeds. (a) The proceeds of the
Bonds, including investment proceeds, will not exceed the amount necessary for the purposes of
• the issue. Proceeds of the Bonds not otherwise used to pay costs of issuance will be used by the
Issuer to pay debt service on the Bonds. For purposes of this Certificate, the term "proceeds"
9
468017.2 027825 AC
• means the net amount (after payment of all expenses of issuing the Bonds) received by the Issuer
as a result of the sale of the Bonds.
(b) Gross Proceeds of the Advance Refunding Bonds, other than proceeds that
will be: (i) used to pay principal sinking fund installments, interest and call premium on the
Advance Refunded Bonds; (ii) used to pay pre-issuance accrued interest on the Advance
Refunding Bonds from their dated date to the Issue Date, if any, (iii) used to pay the
administrative costs of repaying the Advance Refunded Bonds, or the costs of carrying and
repaying the Advance Refunding Bonds, or the reasonable, direct costs of acquiring and
disposing of the investments of the Advance Refunding Bonds; (iv) transferred proceeds
allocable to expenditures for governmental purposes of the series of the Advance Refunded
Bonds from which such transferred proceeds derive; and (v) operating revenues (including
investment earnings thereon) from time to time deposited in the Debt Service Fund to pay debt
service on the Advance Refunding Bonds; will not exceed 1% of the sale proceeds received by
the Issuer as a result of the sale of the Advance Refunding Bonds.
4.10. Yield Reduction Pam. Notwithstanding any of the provisions in this
Certificate that require Sale Proceeds and investment earnings thereon to be invested at a yield
not in excess of the Bond Yield, the yield on certain investments acquired with proceeds of the
Bonds will not be considered to be higher than the applicable yield limitation described herein if
the Issuer makes or causes to be made "yield reduction payments" to the United States Treasury
at the time and in the amounts described in Section 1.148-5(c) of the Treasury Regulations. The
Issuer will consult with Bond Counsel prior to making any investments in reliance on its
eligibility to make yield reduction payments.
4.11. Universal Cap. (a) On each Valuation Date, the Issuer shall value the
Universal Cap and the Nonpurpose Investments allocable to the Bonds thereunder. Nonpurpose
Investments in a bona fide debt service fund do not reduce the aggregate value of Nonpurpose
Investments that may be allocated to the Bonds under the Universal Cap. Nonpurpose
Investments cease to be allocated to the Bonds to the extent such Nonpurpose Investments have
been expended for the governmental purpose of the issue, or to the extent the value thereof
exceeds the value permitted to be allocated to the Bonds under the Universal Cap. To the extent
Nonpurpose Investments cease to be allocated to an issue and the value of the Universal Cap
exceeds the value of the remaining Nonpurpose Investments allocated to such issue, other
Nonpurpose Investments may become allocated to the issue, provided that such Nonpurpose
Investments are not already properly allocated to another issue and that such allocation does not
cause the value of Nonpurpose Investments allocated to the Bonds to exceed the Universal Cap.
Generally, if Gross Proceeds of the Bonds invested in Nonpurpose Investments
exceed the Universal Cap on a Valuation Date, such Nonpurpose Investments cease to be
allocated to the Bonds in the following order:
(i) amounts allocable to Replacement Proceeds,
• (ii) amounts allocable to Transferred Proceeds,
10
468017.2 027825 AC
• (iii) amounts allocable to Sale Proceeds and Investment Proceeds.
(b) Amounts are allocable to only one issue at a time as Gross Proceeds.
Amounts that are original or transferred proceeds allocable to an issue must be so allocated to
that issue and may not be allocated instead as replacement proceeds to another issue. Amounts
cease to be original proceeds or transferred proceeds allocated to an issue only when they are
properly allocated to an expenditure for a governmental purpose, when they become transferred
proceeds of another issue or when they cease to be allocated to an issue by operation of the
Universal Cap. Where a Nonpurpose Investment ceases to be allocated to the Bonds, such
Nonpurpose Investment is susceptible of re-allocation under the Universal Cap calculated with
respect to another bond issue. A Nonpurpose Investment which is reallocated to another bond
issue may be valued under the same valuation method pursuant to which it was valued for
purposes of applying the Universal Cap with respect to the Bonds.
(c) Notwithstanding anything herein to the contrary, the failure to perform the
determination ofNonpurpose Investments allocable to the Bonds as of a Valuation Date shall not
be considered a violation of this provision if the value of Nonpurpose Investments allocated to
the Bonds did not exceed the value of the Bonds outstanding on such date.
4.12. No Replacement Proceeds. No "replacement proceeds" (as defined in
Section 1.148-1(c) of the Regulations) are expected to be created as a result of issuing the Bonds,
as the weighted average maturity of the Bonds as set forth in EXHIBIT H does not exceed
120% of the remaining weighted average economic life of the Projects as set forth in
EXHIBIT C.
4.13. Fair Market Value. The Issuer will not acquire Nonpurpose Investments
at other than an arm's length, fair market value price.
4.14. No Prohibited Payments. The Issuer has not entered into and will not
enter into any transaction to reduce the yield on the investment of the Gross Proceeds of the
Bonds in such a manner that the amount to be rebated to the federal government is less than it
would have been had the transaction been at arm's length and the Bond Yield had not been
relevant to either party.
4.15. Disposition Receipts. The Issuer will consult with Bond Counsel as to
how to invest and dispose of any amounts received from the condemnation, insurance, or
disposition of any part of the Projects.
4.16. Allocation of Proceeds to Expenditures. The Issuer understands that it
may treat proceeds as expended on the date such proceeds are applied to the payment of costs
constituting capitalizable items. The Issuer further understands that proceeds used to pay
working capital items will not be considered expended, until the Issuer establishes that it has
depleted all other available proceeds from sources other than the bonds before drawing on such
amounts. This latter concept is referred to as the "gross-proceeds-spent-last" rule. Exceptions to
this rule are set forth in (a), (b), (c), (d) and (e) below:
•
11
468017.2 027825 AC
• (a) Gross Proceeds of an issue, used for expenditures for extraordinary, non-
recurring items that are not customarily payable from current revenues, such as casualty losses or
extraordinary legal judgments in amounts in excess of reasonable insurance coverage. The
exception set forth in the preceding sentence shall apply only if the Issuer or a related party does
not otherwise maintain a reserve for such items or set aside other available amounts for such
expenses.
(b) Gross Proceeds of an issue used to make a Grant (a transfer of money by
the Issuer to a transferee that is neither a member of the Issuer's Controlled Group nor an agent
of the Issuer that imposes on the transferee no obligation or condition to repay any amount to the
Issuer).
(i) In this regard, obligations or conditions intended solely to assure the
expenditure of transferred money in accordance with the governmental
purpose of the transfer do not prevent a transfer from qualifying as a grant.
(ii) The Issuer understands that in the unexpected event that a repayment is
made with respect to a bond-financed grant, the repaid amount is treated
as unspent proceeds of the bonds as of the repayment date unless
expended within sixty days of the repayment.
(iii) The amount of grants not meeting the definition above will not be
considered expended until expended by the ultimate recipient.
(c) Gross Proceeds used to pay working capital expenditures may be
considered expended pursuant to any reasonable consistently applied accounting method (e.g.
"gross-proceeds-spent-first" or "specific tracing") if they are described in (i) or (ii) of this
subsection:
(i) Expenditures for administrative costs; qualified guarantees or hedges;
payments of interest on the issue for a period commencing the date hereof
and ending on the later of three years from today or one year after the date
the Project is placed in service; rebate or penalty or yield reduction
payments, payments of principal or interest on an issue paid from
unexpected excess sale or investment proceeds; and principal or interest
on an issue paid from investment earnings on a reserve or replacement
fund that are deposited in a bona fide debt service fund;
(ii) Expenditures for working capital not in excess of five percent of the sales
proceeds of the Bonds that are directly related to the capital expenditures
financed by the Bonds.
All other Working Capital Expenditures are subject to a gross-proceeds-
expended-last expenditure rule. In this regard, an amount not greater than 5% of the Working
Capital Expenditures of the Issuer for the fiscal year preceding the current fiscal year shall be
• treated as unavailable.
12
468017.2 027825 AC
• (d) Gross Proceeds used by the Issuer to reimburse amounts expended in
anticipation of the issuance of the Bonds are considered expended on the date of the
reimbursement allocation if the Issuer established the official intent, in accordance with Section
1.150-2 of the Regulations, prior to or within sixty days after the date of such expenditure and
the reimbursement allocation is made within eighteen months of the later of the placed in service
date of the Projects or the date of the expenditure (but in no event more than three years after the
original expenditure was paid). The expenditures to be reimbursed are capital expenditures as
defined in Section 1.150-1(b) of the Regulations. No reimbursement proceeds will be used for
purposes that would prevent the allocation from being treated as an expenditure pursuant to
Section 1.150-2 of the Regulations or prior law as applicable. To the extent that any Sale
Proceeds are used to reimburse the Issuer for expenditures made before the issue date, either
such expenditures are for preliminary expenditures that are not in excess of 20% of the Issue
Price, or the Issuer has evidenced in the Resolutions or other documents its official intent to
make such reimbursements for payment of a portion of the cost of the Projects. Such
reimbursements will be treated as an allocation to expenditure of the Sale Proceeds for purposes
of Section 148 of the Code and Section 1.148 of the Regulations to the extent the requirements of
Section 1.150-2 of the Regulations are satisfied.
(e) Investment proceeds of the Bonds that are deposited into the Issuer's
General Fund or other funds and commingled with substantial tax or other revenues from the
governmental operations of the Issuer may be treated as allocated to expenditures for a
governmental purpose if such investment proceeds are expected to be spent within six months of
the date of commingling.
ARTICLE V
REBATE
5.1. Rebate Compliance. The Issuer understands that the continued non-
inclusion of interest on the Bonds for purposes of federal income taxation depends, in part, upon
compliance with the arbitrage limitations imposed by Section 148 of the Code, including the
rebate requirements described in this Article. The Issuer shall do and perform all acts and things
necessary in order to assure that the arbitrage and rebate requirements of Section 148 of the Code
are met.
51. Rebate Options. With respect to the investment of the proceeds of the
Bonds, the Issuer will:
(a) comply with the requirements of any applicable rebate exception
described in this Article and if it is unable to comply with any of such requirements, rebate
arbitrage earnings in accordance with the provisions of this Article;
(b) invest all Gross Proceeds at all times from the Issue Date until expended
in investments not constituting investment property for purposes of Section 148 of the Code such
as obligations of a state or of a political subdivision of a state, the interest on which is excluded
• from gross income for purposes of federal income taxation under Section 103 of the Code and is
13
468017.2 027825 AC
• not a preference item for purposes of the alternative minimum tax imposed by Section 55 of the
Code;
(c) invest all Gross Proceeds in obligations having a yield that does not
exceed the Bond Yield; or
(d) comply with the rebate provisions described in this Article.
5.3. Calculation of Rebate Amount. Section 148(0 of the Code requires the
payment to the United States of the excess of the amount earned on the investment of Gross
Proceeds in Nonpurpose Investments over the amount that would have been earned had the
amount so invested been invested at a rate equal to the Bond Yield, together with any income
attributable to such excess. Except as provided below, all Gross Proceeds are subject to this
requirement. In order to meet the rebate requirement of the Code the Issuer must take the
following actions:
(a) Record of Investments. The Issuer will record the date of receipt, amount
and source of any Gross Proceeds, e.g., proceeds from the sale of the Bonds, loan repayments,
investment earnings. For each Nonpurpose Investment acquired with or allocated to Gross
Proceeds, the Issuer will record the purchase date or allocation date of such investment, its
purchase price (excluding any broker or dealer's commission or discount), or, if not acquired
directly with Gross Proceeds, its value on the date the Nonpurpose Investment is allocated to
Gross Proceeds, accrued interest due on its purchase date or allocation date, its face amount, its
coupon rate, its yield, the frequency of its interest payment, its disposition price (excluding any
broker or dealer's commission or discount), the accrued interest due on its disposition date and
its disposition date. In addition, the Issuer will record the date and amount of all expenditures
made with Gross Proceeds, including the payment of any Rebate Amount (as defined below)
with respect to the Bonds.
(b) Eligibility of Qualified Guarantee. Payments for a Qualified Guarantee
will be eligible to be taken into account as Issue Payments for purposes of computing the Bond
Yield only if the payment for the guarantee represents a reasonable payment for a Qualified
Guarantee.
(c) Computation of Rebate Amount. Subject to the special rules set forth in
Sections (d), (e), (0, (g) and (h) of this Section, the Issuer will determine the Rebate Amount on
each Computation Date. The Rebate Amount as of any Computation Date is the excess of the
future value of all receipts with respect to Nonpurpose Investments over the future value of all
payments with respect to the purchase of Nonpurpose Investments or the allocation of such
investments to the proceeds of the Bonds, determined as of each Computation Date. The
Computation Date is (1) the last day of any bond year selected by the Issuer as the date for the
payment of the first Rebate Amount, which date is not later than five years after the Issue Date,
and (ii) after the date for the payment of the first Rebate Amount, the last day of the selected
bond year or the last day of each succeeding fifth bond year, as the Issuer may elect. To the
• extent amounts received from investments are reinvested, these amounts may be netted against
14
468017.2 027825 AC
• each other and not taken into account in the computation of Rebate Amount. The Issuer shall
determine the nonpurpose receipts and nonpurpose payments as described below:
(i) Receipts. Receipts with respect to Nonpurpose Investments (the
"Nonpurpose Receipts") include (A) actual receipts, amounts actually or
constructively received with respect to an investment, reduced by qualified
administrative costs as defined in Section 1.148-5(e) of the Regulations;
(B) disposition receipts, the fair market value of investments deemed to be
sold on the date the investment ceases to be allocated to the Bonds,
(except that present value may be substituted for fair market value with
respect to fixed yield investments, investments required to be yield
restricted, and investments transferring by virtue of the universal cap or
transferred proceeds rules); (C) Computation Date receipts as defined in
Section 1.148-3(d) of the Regulations, the fair market value (present
value, in the case of guaranteed investment contracts and fixed rate
investments) of all Nonpurpose Investments allocated to the Bonds at the
close of business on a Computation Date, and (iv) rebate receipts, any
recovery of an overpayment of rebate.
(ii) Payments. Payments with respect to Nonpurpose Investments include (A)
direct payments, the amount of Gross Proceeds directly used to purchase
the investment, including qualified administrative costs; (B) constructive
payments, the value of an investment allocated to (but not directly
purchased with) Gross Proceeds on the date so allocated; (C) Nonpurpose
Investments allocated to the Bonds at the end of the preceding
computation period, at the value of the investments at the beginning of the
computation period, (D) rebate payments, payments of Rebate Amounts
when due and yield reduction payments on Nonpurpose Investments; and
(E) the Computation Date credit as defined in Section 1.148-3(d) of the
Regulations (the "Computation Date Credit").
(d) Six-Months Rebate Exception. Notwithstanding anything in this Section
to the contrary, if all of the Gross Proceeds (other than amounts on deposit in the Debt Service
Fund, as defined below, or a reserve fund), including investment earnings received with respect
to all funds and accounts with respect to the Bonds except the Debt Service Fund, have been
expended for the governmental purpose of the issue within six months after the date of issue,
then the only Nonpurpose Investments to be taken into account in the calculation of the Rebate
Amount with respect to the Bonds are Nonpurpose Investments acquired with or allocated to
Gross Proceeds held in any reasonably required reserve fund (there are none with respect to the
Bonds), and to any Gross Proceeds arising after such six months which were not reasonably
anticipated as of the Issue Date. The existence of sinking fund or pledged fund proceeds or the
expectation that such proceeds will arise within six months of the Issue Date will make the six
month expenditure exception to rebate inapplicable. For purposes of this exception, Gross
Proceeds used to pay principal of the Bonds are not treated as expended on the governmental
• purpose of the Bonds. The Issuer expects that the gross proceeds of the Current Refunding
Bonds will meet the requirements of this rebate exception.
15
468017.2 027825 AC
• (e) Eighteen-Months. None of the Gross Proceeds qualifies for this spending
exception to rebate.
(f) Two Years Construction Bond Exception. None of the Gross Proceeds
qualifies for this spending exception to rebate.
(g) $100,000 Debt Service Fund Gross Earnings Exception. Notwithstanding
anything in this Section to the contrary, if the gross earnings from the investments held in a Debt
Service Fund for the bond year in question, as determined under paragraph (c) above, are less
than $100,000 then any amount earned on such Debt Service Fund shall not be taken into
account in determining the Rebate Amount. In this regard, the $100,000 earnings limitation is
deemed satisfied if the annual debt service on the issue does not exceed $2,500,000. For
purposes of this paragraph, the term "gross earnings" means the aggregate amount earned on the
Nonpurpose Investment in which the Gross Proceeds deposited to the Debt Service Fund are
invested, including amounts earned on such amounts if allocated to the Debt Service Fund.
(h) Debt Service Fund Exception. If the average maturity of the Bonds is at
least five years and the rates of interest do not vary during the term of the Bonds, then any
amount earned on the Debt Service Fund (other than amounts representing accrued interest or
capitalized interest) shall not be taken into account in determining the Rebate Amount.
5.4. Payment to United States. (a) Unless the Bonds are redeemed prior to
such time, the Issuer will pay to the United States, not later than sixty days after each installment
computation date, an amount which, when added to previous rebate payments made with respect
to the Bonds, is equal to not less than 90% of the Rebate Amount, less the Computation Date
Credit. The Issuer will pay to the United States, not later than sixty days after the Bonds are
fully paid or redeemed, 100% of the Rebate Amount, less the Computation Date Credit. If the
final rebate payment is made within sixty days after the final computation date defined in Section
1.148-3(e) of the Regulations, interest on the Rebate Amount will be deemed to accrue at the
underpayment rate under Section 6621 of the Code, beginning on the date the Rebate Amount is
due and ending on the date ten days before it is paid.
(b) The Issuer will mail each payment to the Internal Revenue Service Center,
Ogden, Utah 84201. Each payment shall be accompanied by the copy of the Form 8038-T and
the Form 8038-G or 8038-GC filed with respect to the Bonds, and a statement identifying the
Issuer and the Bonds, and the CUSIP number for the Bond with the latest maturity for which
there is a CUSIP number.
5.5. Recordkeeoing. In connection with rebate requirement, the Issuer will
maintain the following records:
(a) The Issuer will retain records of the determinations made pursuant to
Section 5.3 until six years after the retirement of the last obligation of the issue, and
(b) The Issuer will record all amounts paid to the United States pursuant to
• Section 5.4.
16
468017.2 027825 AC
• ARTICLE VI
DEBT SERVICE
6.1. Source of Repayment Funds. The principal and interest on the Bonds will
be paid from the Issuer's taxes and revenues.
6.2. Debt Service Fund. The taxes and revenues used to pay principal and
interest on the Bonds, whether or not deposited in a debt service fund, will be expended within
thirteen months of the date of deposit in such fund, or the date of their accumulation, in the
payment of debt service on the Bonds. Any amounts received from the investment of such
deposit or accumulation will be expended within one year of receipt. The debt service fund, if
any, will be used to achieve a proper matching of revenues and debt service and will be depleted
at least annually except for a reasonable carryover amount which will not exceed the greater of
the earnings on such fund for the immediately preceding bond year or one-twelfth of the debt
service on the Bonds for the immediately preceding bond year.
6.3. 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 Bonds.
•
17
468017.2 027825 AC
• ARTICLE VII
BANK QUALIFICATION
7.1. Designation. The Bonds are hereby designated as "qualified tax-exempt
obligations" pursuant to the provisions of Section 265 of the Code. In making such designation
it has been determined with respect to the Bonds that-
(i) the Issuer reasonably anticipates that the aggregate face amount of all tax-
exempt obligations issued by the Issuer in the current calendar year will
not exceed $10,000,000;
(ii) the Issuer reasonably anticipates that not more than $10,000,000 of the
obligations issued by the Issuer in the current calendar year will be
designated by the Issuer as "qualified tax-exempt obligations" for
purposes of Section 265 of the Code; and
(iii) no obligations issued by the Issuer in the current calendar year will be
deemed designated as "qualified tax-exempt obligations" by reason of
Section 265(b)(3)(D)(ii).
•
18
468017.2 027825 AC
• IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of
February, 2005.
ea
oshua Y. Horton,
Supervisor and Chief Fiscal Officer
•
468017.2 027825 AC
. Table of Exhibits
Exhibit A - Definitions
Exhibit B - Form 8038-G
Exhibit C - The Projects - Asset Lives and Private Activity
Exhibit D - Safe-Harbor Management Contract Guidelines
Exhibit E - Letter of Underwriter
Exhibit F - Reserved
Exhibit G - Initial and Final SLGS Subscriptions
Exhibit H - Certain Bond Calculations
•
468017.2 027825 AC
• EXHIBIT A
DEFINITIONS
"Available Construction Proceeds" means the issue price of the Bonds (i) plus
earnings on the issue price and on amounts in any reserve fund not funded from bond proceeds,
and earnings on such earnings and (ii) less the amount of the issue price representing a
reasonably required reserve or replacement fund and costs of issuance funded with proceeds
received from the sale of the Bonds. For purposes of this definition earnings include earnings on
any tax-exempt bond. If only a portion of the Bonds constitute Construction Bonds, a pro-rata
portion of the above-described amount will constitute available construction proceeds. Pre-
issuance accrued interest and earnings thereon may be disregarded.
"Bona Fide Debt Service Fund" means a fund, which may include proceeds of
an issue, that is used primarily to achieve a proper matching of revenues with principal and
interest payments within each Bond Year and is depleted at least once each Bond Year except for
a reasonable carry over amount (not in excess of the earnings on the fund for the immediately
preceding Bond Year or one-twelfth of the principal and interest payments on the issue for the
immediately preceding Bond Year).
"Bond Counsel" means any nationally recognized attorney or firm of attorneys,
knowledgeable in the requirements of the Code, and the Regulations, and retained by the Issuer.
"Bond Year" means each one year period that ends at the close of business on
the same date of each calendar year as the Issuer may select; the first Bond Year and the last
Bond Year may be short periods. If the Issuer has not select a day by the earlier of the final
maturity date of the issue or 5 years after the Issue Date, Bond Year shall mean any year ending
on the anniversary of the Issue Date and the final maturity date.
"Bond Yield" means the yield on the Bonds as defined in Section 4.3 of the
Arbitrage and Use of Proceeds Certificate.
"Capital Project" means all capital expenditures, plus related working capital
expenditures to which the de minimis rule under Section 1.148-6(d)(3)(ii)(A) of the Regulations
applies, that carry out the governmental purposes of an issue.
"Code" means the Internal Revenue Code of 1986, as amended.
"Computation Date" means (i) the last day of any Bond Year selected by the
Issuer as the date for the payment of the first Rebate Amount, which date is not later than 5 years
after the Issue Date, and (ii) after the date for the payment of the first Rebate Amount, the last
day of Bond Year or the last day of each succeeding fifth Bond Year, as the Issuer may elect.
"Computation Date Credit" means, for any issue of obligations, an amount
equal to the Future Value of $1,000 for each Bond Year during which there are gross proceeds of
• the Bonds on a Computation Date other than the Final Computation Date, and $2,000 on the
Final Computation Date.
A-1
468017.2 027825 AC
• "Computation Period" means the period beginning on the day following a
Computation Date (or in the case of the first period, the date of issuance of the Bonds) and
ending on the next succeeding Computation Date.
"Construction Bonds" means that part of the Bonds which are either (i)
Governmental Bonds; (ii) Qualified 501(c)(3) bonds or (iii) Private Activity Bonds to finance
property owned by a governmental unit or a 501(c)(3) organization, if at least 75% of the net
proceeds of the issue are to be used, for expenditures for construction, reconstruction and
rehabilitation of property which is owned by a governmental entity or a 501(c)(3) organization.
"Construction Expenditures" means capital expenditures (as defined in Section
1.150-1 of the Regulations) (i.e., amounts used for construction, reconstruction or rehabilitation
of buildings or other inherently permanent structures, including items that are structural
components of such buildings or structures, and architectural and engineering fees, site survey
fees, legal expenses, insurance premiums and development fees to the extent such fees and
expenses directly relate to other construction costs).
"Controlled Group" means a group of entities controlled directly or indirectly
by the same entity or group of entities. In general, "direct control" exists while a controlling
entity possesses either of the following rights or powers and such rights or powers are
discretionary and non-ministerial: the right or power (i) both to approve and to remove without
cause a controlling portion of the governing body of the controlled entity, or (ii) to require the
use of funds or assets of the controlled entity for any purpose of the controlling entity. If one
entity (the "Controlling Entity") directly controls another (the "Controlled Entity"), then the
Controlling Entity indirectly controls any entity controlled directly or indirectly by such
Controlled Entity. However, an entity is not a Controlled Entity if it possesses substantial taxing,
eminent domain and police powers.
"Extraordinary Working Capital Item" means expenditures for extraordinary,
nonrecurring items that are not customarily payable from current revenues, such as casualty
losses or extraordinary legal judgments in amounts in excess of reasonable insurance coverage.
"Fair Market Value" of an Investment shall have the following meanings:
(a) In General. Except as elsewhere specifically stated herein, the Fair
Market Value of an Investment is the price at which a willing buyer would purchase the
Investment from a willing seller in a bona fide, arm's-length transaction.
(b) United States Treasury Obligation. The Fair Market Value of a United
States Treasury Obligation that is purchased directly from the United States Treasury is its
purchase price.
(c) Certificate of Deposit. The Fair Market Value of a certificate of deposit
with a fixed interest rate, a fixed payment schedule, and a substantial penalty for early
withdrawal is its purchase price provided, the yield on the certificate of deposit is not less than
• (i) the yield on reasonably comparable direct obligations of the United States and (ii) the highest
A-2
468017.2 027825 AC
• yield published by the provider and currently available from the provider on reasonably
comparable certificates of deposit offered to the public.
(d) Guaranteed Investment Contracts and Yield Restricted Defeasance
Escrows. The Fair Market Value of a guaranteed investment contract or an investment
purchased for a yield restricted defeasance escrow is its purchase price, provided the issuer of the
Bonds makes a bona fide solicitation for such contract that satisfies all of the following
requirements:
(i) The bid specifications are in writing and are timely forwarded to potential
providers.
(ii) The bid specifications include all material terms of the bid; material terms
are defined as terms that may directly or indirectly affect the yield or cost
of the investment.
(iii) The bid specifications include a statement notifying potential providers
that submission of a bid is a representation that the potential provider did
not consult with any other potential provider about its bid, that the bid was
determined without regard to any other formal or informal agreement that
the potential provider has with the issuer or any other person (whether or
not in connection with the bond issue), and that the bid is not being
submitted solely as a courtesy to the issuer or any other person for
purposes of satisfying the requirements of the applicable provisions of the
Regulations.
(iv) The terms of the bid specifications are commercially reasonable, i.e., there
is a legitimate business purpose for the term other than to increase the
purchase price or reduce the yield of the investment (for example, for
solicitations of investments for a yield restricted defeasance escrow, the
hold firm period must be no longer than the issuer reasonably requires).
(v) With respect to purchases of guaranteed investment contracts only, the
terms of the solicitation take into account the issuer's reasonably expected
deposit and drawdown schedule for the amounts to be invested.
(vi) All potential providers have an equal opportunity to bid, for example, no
potential provider is given the opportunity to review other bids (i.e., a "last
look") before providing a bid.
(vii) At least three reasonably competitive providers are solicited for bids;
reasonably competitive provider is a provider that has an established
industry reputation as a competitive provider of the investments being
purchased.
• The bids received must meet all of the following requirements:
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468017.2 027825 AC
• (i) The issuer receives at least three bids from providers that the issuer
solicited under a bona fide solicitation, which bids meet the requirements
set forth immediately above and that do not have a material financial
interest in the issue. A lead underwriter in a negotiated underwriting
transaction is deemed to have a material financial interest in the issue until
fifteen days after the Issue Date. In addition, any entity acting as financial
advisor with respect to the purchase of the investment at the time the bid
specifications are forwarded to potential providers has a material financial
interest in the issue. A provider that is a related party to a person that has
a material financial interest in the issue is deemed to have a material
financial interest in the issue.
(ii) At least one of the three bids received is from a reasonably competitive
provider of such types of investments, as described in Section (vii) above.
(iii) If the issuer uses an agent to conduct the bidding process, the agent did not
bid to provide the investment.
The winning bid is:
(i) In the context of a guaranteed investment contract, the highest yielding
bona fide bid (determined net of any broker's fees).
(ii) In the context of investments other than guaranteed investment contracts,
the lowest cost bona fide bid (including any broker's fees). The lowest
cost bid is either the lowest cost bid for the portfolio or if the issuer
compares the bids on an investment-by-investment basis, the aggregate
cost of a portfolio comprised of the lowest cost for each investment. Any
payment received by the issuer from a provider at the time the investment
is purchased (e.g., an escrow float contract) for a yield restricted
defeasance escrow under a bidding procedure meeting the requirements of
this definition is taken into account in determining the lowest cost bid. In
general, the lowest cost bona fide bid (including any broker's fee) may not
be greater than the cost of the most efficient portfolio comprised
exclusively of United States Treasury Securities - State and Local
Government Series ("SLGS") available for purchase from the Bureau of
Public Debt. The cost of the most efficient portfolio of SLGS is to be
determined at the time that bids are required to be submitted pursuant to
the terms of the bid specifications. This requirement to compare to the
most efficient SLGS portfolio does not apply if SLGS are not available for
purchase on the date that bids are required to be submitted because sales
of those securities have been suspended.
The provider of the investments or the obligor on the guaranteed investment
• contract certifies the administrative costs that it pays (or expects to pay), if any, to third parties in
connection with supplying the investment.
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468017.2 027825 AC
• The issuer must retain the following records with the bond documents until three
years after the last outstanding bond is redeemed-
(i) For guaranteed investment contracts, a copy of the contract, and for other
types of purchases, the purchase agreement or confirmation.
(ii) The receipt or other record of the amount actually paid by the issuer for
the investment, including a record of any administrative costs paid by the
issuer to third parties and the certification of such costs.
(iii) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid and the bid results.
(iv) The bid solicitation form and, if the terms of the purchase agreement or
the guaranteed investment contract deviated from the bid solicitation form
or a submitted bid is modified, a brief statement explaining the deviation
and stating the purpose of the deviation. If the issuer replaces an
investment in the winning bid portfolio with another investment, the
purchase price of the investment must be bid under a bidding procedure
meeting the requirements of this definition.
(v) For purchases of investments other than guaranteed investment contracts,
the most efficient portfolio of SLGS, determined at the time that the bids
were required to be submitted pursuant to the terms of the bid
specifications.
An amount paid for a broker's commission or similar fee paid with respect to a
guaranteed investment contract or investments purchased for a yield restricted defeasance escrow
is treated as a qualified administrative cost (and therefore excludible from the yield on the
investment) if (i) the fee does not exceed the lesser of $30,000 or 0.2% of the "computational
base", or, if more, $3,000, where "computational base" means (A) for a guaranteed investment
contract, the amount reasonably expected, as of the date the contract is acquired, to be deposited
in the guaranteed investment contract over the term of the contract and (B) for yield restricted
defeasance escrows, the amount of proceeds initially invested in those investments; and (ii) for
any issue, the fees paid do not exceed $85,000 in the aggregate.
In the case of a calendar year after 2004, each of the dollar amounts set forth
above shall be increased by an amount equal to such dollar amount multiplied by the cost of
living adjustment for such calendar year as described in Section 1.148-5(e)(2)(iii)(B)(3) of the
Regulations.
"Final Computation Date" means the day the last Bond that is part of the Bonds
is discharged.
"Future Value" or "FV" of a payment or receipt means the amount, determined
• by using the economic accrual method (the method of computing yield based on the
compounding of interest at the end of each compounding period), equal to the value of such
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468017.2 027825 AC
• payment or receipt at the time it is paid or received (or treated as paid or received), plus interest
assumed to be earned and compounded over the period at a rate equal to the yield on the issue,
using the same compounding interval and financial conventions used to compute yield.
"Governmental Bonds" means bonds which are not Private Activity Bonds.
"Gross Proceeds" means Sale Proceeds, Transferred Proceeds, Investment
Proceeds and Replacement Proceeds.
"Installment Computation Date" means the last day of the fifth Bond Year and
the last day of each succeeding fifth Bond Year (until and excluding the Final Computation
Date) and, if the Issuer so elects, the last day of any Bond Year.
"Investment" means (i) any security (within the meaning of Section 165(g)(2)(A)
or (B), (ii) any obligation (other than tax-exempt obligations which are not "specified private
activity bonds" within the meaning of Section 57(a)(5)(C) of the Code), (iii) any annuity contract
within the meaning of Section 72 of the Code, (iv) any residential real property for family units
not located within the jurisdiction of the Issuer and which is not required to implement a court-
ordered or approved housing desegregation plan, or (v) any investment-type property that is held
as a passive vehicle for the production of income, including any prepayment for property or
services if a principal purpose of prepayment is to receive an investment return from the time the
prepayment is made until the time payment would otherwise have been made.
"Investment Proceeds" means any amounts actually or constructively received
from investing proceeds of the Bonds.
"Issue" means the Bonds as defined herein.
"Issue Date" means February 8, 2005.
"Issue Price" means the first price at which a substantial amount (10%) of the
Bonds is sold to the public (not including bond houses or brokers, or similar persons or
organizations acting in the capacity of underwriters or wholesalers), or if privately placed, the
price paid by the first buyer of such obligations. The Issue Price of Bonds that are publicly
offered in a bona fide public offering is determined on the basis of actual facts and reasonable
expectations as of the sale date and shall not be adjusted to take into account actual facts after
such date. In no event shall the Issue Price of a Bond exceed its Fair Market Value as of the sale
date. The Issuer has relied upon representations made to it by the Underwriter of the Bonds
attached hereto as Exhibit C with respect to the issue price of the Bonds.
"Multipurpose Issue" means an issue the proceeds of which are used for two or
more separate purposes determined in accordance with Section 1.148-9(h) of the Regulations.
"Net Sale Proceeds" means sale proceeds less the portion of those sale proceeds
invested in a reasonably required reserve or replacement fund or as part of a minor portion.
"Nonpurpose Investment" means any Investment in which Gross Proceeds are
invested and which is not acquired to carry out the governmental purpose of the issue.
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468017.2 027825 AC
• "Official Statement" means the Official Statement dated January 20, 2005 of the
Issuer relating to the Bonds.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
"Plain Par Bond" means a qualified tender bond or a bond that (i) is issued with
original issue discount equal to not more than 2% of the stated redemption price at maturity plus
the amount of original issue premium attributable exclusively to underwriters' compensation,
(ii) is issued for a price that does not include Pre-Issuance Accrued Interest, (iii) bears interest
from the Issue Date at a single stated fixed rate or is a variable rate obligation under Section
1275 of the Code, in either case, that pays interest unconditionally payable at least annually, and
(iv) has a lowest stated redemption price not less than its outstanding stated principal amount.
"Plain Par Investment" means an investment that is an obligation that (i) is
issued with original issue discount (or if acquired on a date other than the Issue Date, acquired
with market discount or premium) equal to not more than 2 percent of the stated redemption
price at maturity, (ii) is issued for a price that does not include Pre-Issuance Accrued Interest,
(iii) bears interest from the Issue Date at a single stated fixed rate or is a variable rate obligation
under Section 1275 of the Code that pays interest unconditionally payable at least annually, and
(iv) has a lowest stated redemption price not less than its outstanding stated principal amount.
"Present Value" or "PV" means the amount determined by using the following
formula:
FV
PV =
(1+i)"
where i equals the discount rate divided by the number of compounding intervals in a year and n
equals the sum of (i) the number of whole compounding intervals for the period beginning on the
date as of which Present Value is computed and ending on the date the amount is to be received
or paid or on a Computation Date and (ii) a fraction the numerator of which is the length of any
short compounding interval during such period and the denominator of which is the length of a
whole compounding interval.
"Private Activity Bonds" means bonds which meet the definition contained in
Section 141(a) of the Code and that are not "qualified bonds" as defined in Section 141(e) of the
Code.
"Projects" means the various projects financed or refinanced with the proceeds
of the Bonds as described in the Resolution and summarized in EXHIBIT C.
"Qualified 501(c)(3) Bonds" means bonds which meet the definition contained
in Section 145 of the Code.
• "Qualified Administrative Costs" mean:
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468017.2 027825 AC
• (a) In General. All reasonable, direct administrative costs, other than carrying
costs, such as separately stated brokerage or selling commissions, but not legal and accounting
fees, record keeping, custody, and similar costs. General overhead costs and similar indirect
costs of the Issuer such as employee salaries and office expenses and costs associated with
computing the Rebate Amount are not qualified administrative costs. In general, administrative
costs are not reasonable unless they are comparable to administrative costs that would be charged
for the same investment or a reasonably comparable investment if acquired with a source of
funds other than gross proceeds of tax-exempt bonds.
(i) Regulated Investment Companies and External Commingled Funds. For
publicly offered regulated investment companies (as defined in Section
67(c) (2) (B)) and commingled funds in which the Issuer and any
Controlled Entity do not own more than 10 percent of the beneficial
interest in the fund, Qualified Administrative Costs are all reasonable
administrative costs, without regard to the limitation on indirect costs
described in the preceding Section.
(ii) GICs and Investments Purchased for a Yield Restricted Defeasance
Escrow. An amount paid for a broker's commission or similar fee paid
with respect to a guaranteed investment contract or investments purchased
for a yield restricted defeasance escrow will be considered reasonable if (i)
the fee does not exceed the lesser of $30,000 or 0.2% of the
"computational base", or, if more, $3,000, where "computational base"
means (A) for a guaranteed investment contract, the amount reasonably
expected, as of the date the contract is acquired, to be deposited in the
guaranteed investment contract over the term of the contract and (B) for
yield restricted defeasance escrows, the amount of proceeds initially
invested in those investments, and (ii) for any issue, the fees paid, do not
exceed $85,000 in the aggregate. In the case of a calendar year after 2004,
each of the dollar amounts set forth above shall be increased by an amount
equal to such dollar amount multiplied by the cost of living adjustment for
such calendar year as described in Treasury Regulation Section 1.148-
5(e)(2)(iii)(B).
In the case of a calendar year after 2004, each of the dollar amounts set
forth above shall be increased by an amount equal to such dollar amount
multiplied by the cost of living adjustment for such calendar year as
described in Treasury Regulation Section 1.148-5(e)(2)(iii)(B)(3).
(b) Purpose Investments. Qualified Administrative Costs include costs or
expenses paid, directly or indirectly, to purchase, carry, sell, or retire the investment, costs of
issuing, carrying, or repaying the issue, and any underwriters' discount, any of which are paid by
the conduit borrower, even if such payments merely reimburse the Issuer, but only to the extent
the Present Value of those payments does not exceed the Present Value of the reasonable
• administrative costs paid by the Issuer using the Yield on the Bonds as the discount rate.
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468017.2 027825 AC
• (c) Program Investments. Qualified Administrative Costs include only costs
of issuing, carrying, or repaying the issue, and any underwriters' discount, subject to the
limitation contained in the preceding Section.
"Qualified Guarantee" means, with respect to a bond, an unconditional transfer,
in any form, of substantially all of the credit risk for all or part of the payments, such as
payments for principal and interest, redemption prices or tender prices, on the guaranteed bonds.
The guarantor must not expect to make any payments other than those pursuant to a direct-pay
letter of credit or similar arrangement for which the guarantor will be immediately reimbursed.
Reasonable procedural or administrative requirements or, in the case of a guarantee against
failure to remarket a qualified tender bond, commercially reasonable limitations based on credit
risk, will not cause the guarantee to be conditional. The guarantor may not be a co-obligor, nor
may the obligor and any related parties combined use more than 10% of proceeds of the
guaranteed portion of the bonds. The guarantee fee must not exceed a reasonable arm's-length
charge solely for the transfer of the credit risk. A guarantee will not be qualified unless, as of the
date the guarantee is obtained, the issuer reasonably expects that the present value of all fees for
the guarantee will be less than the present value of the expected interest savings on the issue as a
result of the guarantee. For this purpose, present value is computed using the yield on the issue,
determined with regard to the guarantee fees, as the discount rate.
"Reasonable Retainage" for purposes of the 18-month exception or the 2-year
construction bond exception to rebate, means an amount retained by the Issuer for reasonable
business purposes relating to the Projects, such as to ensure or promote compliance with the
terms of one or more construction contracts (e.g., "punch list" items) and the payee concedes that
the amount retained is not yet payable (as with "punch list" items, or at the end of the 18-month
period or the 2-year period, as the case may be, following the date of issuance of the Bonds, the
Issuer reasonably determines that an actual dispute exists regarding either completion of
construction or payment, and that the amount retained is reasonable in relation to the dispute.
With respect to the 18-month exception, the 5% limitation determined by reference to the Net
Proceeds on the date 18 months after the Issue Date. With respect to the 2-year exception, the
5% limitation is determined by reference to the Available Construction Proceeds as of the end of
the 2 year phased expenditure period and is comprised of 5% of the excess of such Available
Construction Proceeds over any amount used to, or deposited in an escrow to be used to redeem
the Bonds.
"Rebate Amount" means with respect to the Bonds, the amount computed as
described in Section 5.3(c) of the Certificate.
"Regulations" means the Income Tax Regulations promulgated under
Section 148 of the Code by the Department of the Treasury from time to time including the
Regulations published on June 18, 1993 in the Federal Register, as they may be amended from
time to time.
"Replacement Proceeds" means amounts with a sufficiently direct nexus to the
• Bonds or the Project to conclude that such amounts would have been used for the Project if the
proceeds of the Bonds were not so used, including, to the extent held by or derived from the
Issuer or a Controlled Entity (as defined in Section 1.150-1(e) of the Regulations) of the Issuer:
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468017.2 027825 AC
• (a) sinkingfunds, such as debt service funds, redemption funds, reserve funds,
replacement funds, or any other fund, to the extent reasonably expected to be used directly or
indirectly to pay principal or interest on the Bonds;
(b) pledged funds, any amount directly or indirectly pledged to pay principal
or interest on the Bonds, cast in any form but providing reasonable assurance that such amount
will be available to pay principal or interest on the Bonds, even if the Issuer encounters financial
difficulty;
(c) negative pledges, amounts held under an agreement to maintain such
amount at a particular level for the direct or indirect benefit of holders or a guarantor of the
Bonds, excluding amounts the Issuer, or a Controlled Entity of the Issuer may grant rights in
superior to the rights of the bondholders or the guarantor and amounts not in excess of the
reasonable needs for which it is maintained, the required level of which is tested no more
frequently than every 6 months and which may be spent without any substantial restriction other
than a requirement to replenish such amount by the next testing date.
(d) other replacement proceeds, including amounts arising during a period
that the Bonds, to the extent reasonably expected by the Issuer as of the Issue Date, remain
outstanding longer than necessary and amounts arising to the extent proceeds of the Bonds are
used to finance a working capital reserve unless all of the Net Sale Proceeds of the Bonds are
spent within 6 months of their Issue Date, or meet the small issuer rebate exception or the Issuer
traditionally maintained a working capital reserve. The amount of the working capital reserve
maintained is the average amount so maintained during annual periods of at least one year, the
last of which ends within a year of the Issue Date.
"Resolution" means the refunding bond resolution duly adopted by the Issuer on
November 16, 2004 authorizing the refunding of all or a portion of the Prior Bonds.
"Restricted Working Capital Expenditures" means working capital
expenditures subject to the Gross-Proceeds-spent-last rule in Section 1.148-6(d)(3)(i) of the
Regulations that are ineligible for any exception to that rule.
"Sale Proceeds" means any amounts actually or constructively received from the
sale of an issue, including amounts used to pay underwriters' discount or compensation, accrued
interest other than Pre-Issuance Accrued Interest, or derived from the sale of a right associated
with a bond as further described in Section 1.148-4(b)(4) of the Regulations.
"SLGS" means a U.S. Treasury Book Entry Security, State and Local
Government Series.
"Tax-Exempt", when used in connection with any obligation or its status for
purposes of federal income taxation, means any obligation described in Section 103(a) of the
Code, interest on which is excluded from the gross income of the owners thereof and which is
not a specified private activity bond as defined by Section 57(a)(5)(C) of the Code.
•
A-10
468017.2 027825 AC
• "Transferred Proceeds" means unexpended original or investment proceeds of a
refunded issue which transfer and become proceeds of the refunding issue when proceeds of the
refunding issue are applied to pay principal of the refunded issue.
"Treasury" means the United States Department of Treasury.
"Universal Cap" means the maximum value of Nonpurpose Investments which
may be allocated to the Bonds and is determined by reference to the Value of all outstanding
Bonds of the issue. Nonpurpose Investments shall be taken into account as Nonpurpose Receipts
at their Value on a Valuation Date.
"Valuation Date" means the date on which the value of the Universal Cap and
the Nonpurpose Investments allocable to the Bonds thereunder are determined. With respect to
new money issues, the first Valuation Date shall be the second year anniversary date of the date
of issuance of the Bonds; thereafter, the first day of each Bond Year shall constitute a Valuation
Date. With respect to a refunding issue, each date on which proceeds of the refunded issue
would become transferred proceeds of the refunding issue, e.g. each date on which principal of
the refunded issue is paid with proceeds of the refunding bonds, shall constitute a Valuation
Date. In addition, the first date of each Bond Year shall also be a Valuation Date.
"Value" means, in the case of a Bond, the Value of a Bond and in the case of an
Investment, the Value of an Investment.
"Value of a Bond" means, in the case of a Plain Par Bond, its outstanding stated
principal amount, plus accrued unpaid interest or in the case of a Plain Par Bond actually
redeemed, or treated as redeemed, its stated redemption price on the redemption date plus
accrued unpaid interest. In the case of a bond other than a Plain Par Bond, the value on a date of
such a bond is its Present Value on that date, using the yield on the issue of which the bonds are
a part as the discount factor. In determining the Present Value of a variable rate bond, the initial
interest rate on the bond established by the index or other rate setting mechanism is used to
determine the interest payments on that bond.
"Value of an Investment" means, on any date means, as permitted or required,
the Present Value or the Fair Market Value of the Investment or its outstanding principal amount.
Sections (a) through (f) below specify the valuation methods required or permitted to be used for
the Investments listed.
(a) Fixed Rate Investments. A Fixed Rate Investment may be valued at its
Present Value or at its Fair Market Value on any date unless it is required to be invested at a
restricted yield.
(b) Plain Par Investments. A Plain Par Investment may be valued at its
outstanding stated principal amount on any date (plus interest accrued but unpaid on that date)
unless it is required to be invested at a restricted yield.
• (c) Any Investment. Any Investment may be valued at its Fair Market Value
on any date unless it is required to be invested at a restricted yield.
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468017.2 027825 AC
• (d) Yield Restricted Investments. An Investment required to be invested at a
restricted yield (for example, an Investment held after the expiration of the applicable investment
temporary period) must be valued at its Present Value as of any date unless the Investment is
required to be valued at Fair Market Value as provided in Section (E) below.
(e) Mandatory Valuation at Fair Market Value. Subject to Section (D) above,
Investments deemed to be acquired or disposed of with respect to bonds (as a result, for example,
of sinking fund deposits or withdrawals) must be valued on the deemed acquisition or disposition
date at Fair Market Value unless (i) the Investment was allocated from one issue of tax-exempt
bonds to another as Transferred Proceeds or as a result of the application of the Universal Cap
rule in which case it may be valued at Present Value or (ii) the Investment is held in a
commingled fund (other than a bona fide debt service fund or a commingled fund that operates
exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of the
Issuer) unless it is an investment being initially deposited in or withdrawn from a commingled
fund.
(f) Special Rule for Transferred Proceeds. Notwithstanding any matter stated
above, the Value of any Nonpurpose Investment allocable to Transferred Proceeds of an issue of
refunding obligations may not exceed the Value of that Investment used for purposes of applying
the arbitrage restrictions to the refunded obligations on the date proceeds of the refunding
obligations are used to redeem the refunded obligations.
"Working Capital Expenditure" means any cost of a type that does not
constitute a Capital Expenditure.
"Yield" means, as of any Computation Date, the Yield computed on the Issue
under Section 1.148-4(b) of the Regulations and on an Investment under Section 1.148-5 of the
Regulations in either case by compounding interest at the end of each compounding interval as
further described in Sections (a) and (b) below:
(a) When used with respect to a Fixed Yield Issue, Yield means that discount
rate that, when used in computing the Present Value of (i) all unconditionally payable payments
of principal and interest of or on the bonds included in such Fixed Yield Issue, (ii) all
unconditionally payable fees for Qualified Guarantees and Qualified Hedges on such bonds and
(iii) all fees expected to be paid for Qualified Guarantees and Qualified Hedges, produces an
amount equal to the sum of the Present Value of the aggregate issue prices of the bonds
comprising the issue (determined using the same discount rate used to determine the Present
Value of payments for principal, interest and Qualified Hedges and Qualified Guarantees). The
Yield is computed as of the Issue Date of the Fixed Yield Issue by treating each bond included in
the issue that is either subject to mandatory or contingent early redemption or to certain optional
redemption provisions as being redeemed on its expected early redemption date for an amount
equal to its Value on that date. If a Fixed Yield Bond (i) is subject to optional redemptions
within 5 years of its Issue Date and the Yield not taking into account the optional redemption is
more than 1/8 of 1% above its Yield assuming the early redemption, (ii) is issued at an issue
• price that exceeds the stated redemption price at maturity by more than 1/4 of 1% multiplied by
the product of the stated redemption price to maturity and the number of complete years to the
first optional redemption date for the bond, or (iii) bears interest at increasing interest rates, the
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468017.2 027825 AC
• Yield on the issue including such Fixed Yield Bond is computed by treating the Fixed Yield
Bond as redeemed at its stated redemption price on the optional redemption date that produces
the lowest Yield on the issue. No adjustment will be made on any Computation Date to the
Yield on a Fixed Yield Issue as computed on its Issue Date unless redemption rights are
subsequently transferred to a third party or termination payments are received with respect to
Qualified Hedges. The Yield on a Fixed Yield Bond is calculated in the same manner as Yield
on a Fixed Yield Issue.
(b) When used with respect to any Investment allocated to an Issue, Yield
means the Yield on the Investment computed using the same compounding interval and financial
conventions used to calculate the Yield on the issue of obligations to which it is allocated. The
Yield on an Investment allocated to an issue is the discount rate that, when used on the date the
Investment is first purchased with Gross Proceeds or allocated to Gross Proceeds of the issue to
compute the Present Value on that date of all unconditionally payable Nonpurpose Receipts from
the Investment, produces an amount equal to the Present Value on that date of all unconditionally
payable Nonpurpose Payments for the Investment.
"Yield Reduction Payments" means periodic payments made on Installment
Computation Dates with respect to certain Investments subject to yield restriction which are
treated as a payment for such Investments that reduces the Yield on such Investment. Yield
reduction payments may be made with respect to (a) Investments allocable to proceeds eligible
for a temporary period after such temporary period has expired, (b) investments allocable to a
Variable Yield Issue during any Computation Period in which at least five percent of the issue is
represented by variable yield bonds, (c) Nonpurpose Investments allocable to Transferred
Proceeds of a current refunding issue to the extent necessary to satisfy yield restriction or of an
advance refunding to the extent that investment in zero yielding Nonpurpose Investments fails to
properly restrict the Yield, (d) purpose investments allocable to certain qualified student loans,
(e) Nonpurpose Investments allocable to a reasonably required reserve or replacement fund that
but for its size would be treated as a reasonably required reserve or replacement fund, to the
extent that certain other size constraints are satisfied, (f) Nonpurpose Investments allocable to
Replacement Proceeds by virtue of the Universal Cap, and (g) amounts eligible for transitional
relief.
•
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468017.2 027825 AC
F. 8038-G Information Return for Tax-Exempt Governmental Obligations
? Under Internal Revenue Code section 149(e)
(Rev. November 2000) ? See separate Instructions. OMB No. 7545-0720
Department of the Treasury
Internal Ralenue Semite Caution: l/ the issue price is under $100,000, use Form 8038-GC.
` rt ti Reporting Authority If Amended Return, check here ? ?
W Issuer's name 2 Issuer's employer IdeMlflcation number
OF SOUTHOLD 11-6001939
3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Repot number
53095 MAIN STREET 3 01
5 City, town, or post once, state, and ZIP code
6 Date of issue
SOUTHOLD, NY 11971 2/8/2005
7 Name of issue 8 CUSIP number
$2,380,000.00 Refunding Serial Bonds, 2005 899572 HG5
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal mpresenbtive
Joshua Y. Horton, Supervisor (631) 765-1889
Part ll Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 ? Education 11
12 ? Health and hospital 12
13 ? Transportation 13
14 ? Public safety 14
15 ? Environment (including sewage bonds) 15
16 ? Housing 16
17 ? Utilities 17
18 ® Other. Describe Ili. Refunding 18 2,392,832.95
19 If obligations are TANS or RANs, check box ? ? if obligations are BANS, check box ? ?
20 If obligations are in the form of a lease or installment sale, check box ? ?
Part tit Description of Obligations. (Complete for the entire issue for which this form is being filed.)
(a) Final maturity date (b) Issue price (c) Stated redemption (d) weighted (a) Yield
price at maturity average maturity
21 2/15/2015 $ 2 392, 832.95 $ 2,380,000.001 4.2844 years 3.1061 %
part IV Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest 22 0.00
23 Issue price of entire issue (enter amount from line 21, column (b)) 23 2,392,832.95
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 70,075.22
-
25 Proceeds used for credit enhancement 25 0
26 Proceeds allocated to reasonably required reserve or replacement fund 26 o. oo
27 Proceeds used to currently refund prior issues 27 0. oo
28 Proceeds used to advance refund prior issues 28 2,322,757.7L
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . . 29 2,392,832.95
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 0.00
Part V!' Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded........... ? N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ? 4.8195 years
33 Enter the last date on which the refunded bonds will be called ? 11/1/2006
34 Enter the date(s) the refunded bonds were issued ?4/22/1993; 11/8/1995
Fart V[! Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract ?
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental Units 87a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box me ?and enter the name of the
issuer? and the date of the issue Ile.
38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check box ?
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ? ?
40 If the issuer has i entified a hedge, check box ? ?
Under penal s of perjury, I declare that 1 have examined this return and accompanying schedules and statements, and to the best of my knowledge arM belief,
they are t . correct, and corn ete.
Joshua Y. Horton
If 11 2/8/2005 ' Supervisor
Signature of issuer's authorized representative Date Type or print name and this
For Paperwo eduction Act Notice, see page 2 of the Instructions. ISA Form 8038-G (Rev. 11-2000)
STF FED6403F
TOWN OF SOUTHOLD 2005 (REFUNDING) Issue Date: February 8, 2005
A B 9 Q E
R.m g
AzzM Lire
Rgfmded Odglual Pddpal WNghbd Pr aw (From nrh
Bosch Amount U. T"e Series)
1 1993 $1,750,00000 0000"6 New MOnev 21,438
2 1995 $2,695,000.00 0.00006 New Money 30.0000
4"5.000 0.000% 25.14
Issue M. Bond. 2380000.00
Private Adi Amount
Py~ 1 e!] ,611], I
• i
TOWN OF SOUTHOLD 2005 - REFUNDING OF 1993 BONDS Issue Date of 1993 Bonds: April 22, 1993
(1) Total cost of at Project assets elgiGk for floncing and refirencong
ad, proceeds of the Bands: $2,944,000,00
(2) Face Amount of Bonds: $2695,000.00
A @ & 12 E F O tl 1 1 5 L M y
Ford of Actual
Cast of Each Bond Proceeds Actaisition en
Asset(C)to AYOCade to Asset Period In service Corasuctlon Adjusted
TotMCoatofal (D) x Face Amol Prior W Bond Prod Following Econonic Private
Total Cost of Actual Cost of Assets (from of Bonds (from Item PPU Life' Tax Econorl Basis a Issue Date (in Bork Issue Life (GI Weighted Life Act'), Private Achviry
Project Each Asset Each Asset Item M) (2)1 in vrs) Lit. (in P5) Oetenmaa$on M) Datefinprs) or GrJ) (Ex K) % Amom(M x C)
1 AcqusAion of Land for Hunan Res. Cir. $85,15000 $85.150.00 00289 $ 77,948.11 30.00 - Town Egroate 0 0 0 $ - 0.00% -
2 Acq"Won of Bulking for Human Res. Car $564ANN $564,850.00 0.1919 IS 517,075.65 2000 .2000 Town Estimate 0 0 20 $ 10,341,513.25 0.00%
3 Acqushon of Dev. Ri" for Preservation of
Open Space $1]50.000.00 $1.750.00000 0.5944 $ 1,601,987.09 30.00 30,00 Town Estimate 0 0 30 $ 48,059.61277 0.00% -
4 Purchase of Generators $60,00000 $60,00000 00204 IS 54.925.27 500 5,00 Town Estimate 0 0 5 $ 274,626.35 0.00%
5 Purchase of Crager-Loader $74000.00 $70.0WN 0.0238 IF 64,079.48 1500 15,00 Town Estimate 0 0 15 $ 961.192.26 0.00% -
6 Purchase of Bacldwe $100,000.00 $100,00000 0.0340 IS 91.542.12 1500 15,00 Town Estimate 0 0 15 $ 1,373.131.79 0.00% -
7 Improvements to Waaewelren Disposal Dist.
$50,000.00 $50,00000 0.0170 $ 45771.06 40.00 4000 Town Estimate 0 0 40 5 1,830.842.39 000% -
0 Purchase of Corral Equipment $89,000.00 $89.00000 0.0302 $ 81.472.49 5.00 500 Town Estimate 0 0 5 $ 407,36243 400% -
9 Acquisition a Land $175.000.00 $175,00000 0.0594 $ 164198.71 15.00 - Town Estimate 0 0 0 $ - Ulm -
$2.944,000.00 $2944.00000 $ 63,248,281.25 $
0.000%
'Asset Life showed under state Rnance Law
"Asset Life allowed for tax purposes pursuant to Bond Counsel's anaA'eis
Averoge Economc Life = Total L 21.46 years
Totat C
iµ4ell
• •
TOWN OF SOUTHOLD 2005 - REFUNDING OF 1995 BONDS Issue Date of 1995 Bonds: November 9, 1995
(1) Tolalcostof all Protect assets efgjueforflnancjng and regnarcng
vn t, proceeds of the Bonds: $1750,0,00
(2) Face Amounlof Bontls: $1,750,000.00
9 H 2 2 E F tl I d S L M tl
Ratio of Actual
Cost of Each Bona Proceeds Ac Iaifion or
Asset (C) b Alocable to Asset Period in Service Construction Actuated
Total Cost of Aa (O)x Face Alnwd Pror to BOM Prod Following Ecoxorrlc Private
Total Cost of Each Actual Cost of Assets (from of Bonds (fro n Item PPU Life' Tax Econ mlc Basis of Issue Dab (In Bond Issue Life (GI Weighted Ufe ActlNy Pnvate AcWy
Project Asset Each Meet ft. (1)) (2)1 (In ws Life "(in ors) Detemtlnason Wit) Data (in yts) or GW) (Ex K) % Amount (M x C)
1 Accu$fionof Developmera Rightsin
Agrcullural Land $1750.OW.00 $1750.000.00 1.0000 $ 1,]50,000.00 30.00 30.00 Town Eslmate 0 0 30 $ 52.500,000.00 0oo% -
$1750,0110.00 51750.000.00 $ 52,500.000.00 $
O.000%
Asset life allowed order State Finance Law
Asset Life allowed for Tax puryoses pursuaht to Band Coursers anayais
Average Economic Life = Tobl L 30.00 years
Total C
vs. mn
• EXHIBIT D
SAFE-HARBOR MANAGEMENT CONTRACT GUIDELINES
REV. PROC. 97-13
General Rule.
A contract between a state or local governmental unit or a section 501(c)(3)
organization (a "Qualified User") and a non-exempt provider (a "Provider) for the management of, or
services rendered at, or incentive payment in respect of, a tax-exempt bond-financed facility that meets
the safe-harbor guidelines of Rev. Proc. 97-13 as summarized below and does not otherwise give the
Provider an ownership or leasehold interest in bond-financed property for federal income tax purposes is
treated as not creating any private business use under section 141(b) or 145(a)(2)(B) of the Internal
Revenue Code (the "Code"). In addition, if the guidelines are met, the burden to prove that the contract
creates impermissible private activity would shift to the Internal Revenue Service ("IRS") in a tax court
proceeding. All contracts must be reviewed on a case-by-case basis.
General Requirements.
I. Reasonable Compensation and No Net Profits. The compensation must be
reasonable and no portion of the compensation paid to the Provider may in any event be based on net
profits derived from the bond-financed facility. However, a compensation that is based on a percentage
either of gross revenues or of expenses (but not both) is permitted. Reimbursement for actual and direct
expenses paid by the Provider to unrelated persons is not by itself treated as compensation.
2. No Penalty if Required to be Cancelable. Whenever a contract is required to be
cancelable as described below, it must be possible to cancel it without penalty imposed on the Qualified
User. A "penalty" means: (a) any limitation on the Qualified User's right to compete with the Provider;
(b) any requirement that the Qualified User purchase equipment, goods or services from the Provider; or
(c) any requirement that the Qualified User pay liquidated damages for cancellation of the contract. A
requirement that the Qualified User reimburse ordinary and necessary expenses of the Provider or a
restriction against hiring key personnel of the Provider is not a penalty. A penalty may exist where
provisions of another contract between the Provider and Qualified User (e.g., a loan or guarantee) impair
the practical ability of the Qualified User to terminate the service contract for example by automatically
terminating when the service contract terminates.
3. No Role or Relationship between Qualified User and Provider. There must not be
any role or relationship between the Qualified User and the Provider that would substantially limit the
Qualified User's ability to exercise its rights under the contract, including cancellation rights. This
requirement is considered satisfied if (a) not more than 20% of the voting power of the governing board
of the Qualified User is vested in the Provider and its directors, officers, shareholders and employees,
(b) overlapping board members do not include the chief executive officers of the service provider or its
governing body or the Qualified User or its governing body, and (c) the Qualified User and the Provider
are not "related persons" within the meaning of Regulation § 1.150-1(b).
•
D-1
468017.2 027825 AC
• Permitted Contract Term and Compensation Arrangements.
The contract term (which includes renewal options) and the compensation arrangements
must meet one of the following five requirements:
Contract Maximum Term Permissible Compensation Arrangements
Limit
1. Lesser of 15 years (20 years 1. At least 95% of compensation for each annual
for public utility property) or period must be based on a periodic fixed fee. A
80% of the reasonably one-time productivity award is permitted.
expected useful life of the
bond-financed property. No
cancellation right required.
2. Lesser of 10 years (20 years 2. At least 80% of compensation for each annual
for public utility property) or period must be based on a periodic fixed fee. A
80% of the reasonably one-time productivity award is permitted.
expected useful life of the
bond-financed property. No
cancellation right required.
3. 5 years, cancelable by the 3. At least 50% of compensation for each annual
Qualified User at the end of 3 period must be based on a periodic fixed fee or,
years without penalty. alternatively, 100 percent must be based on a
capitation fee or any combination of periodic fixed
fees and capitation fees.
4. 3 years, cancelable by the 4. 100% of compensation may be based on a per-unit
Qualified User at the end of 2 fee stated in the contract or otherwise specifically
years without penalty. limited by the governmental service recipient or an
independent third party (e.g., Medicare
reimbursement formulas). Alternatively, 100
percent of compensation may be based on any
combination of periodic fixed fees and per-unit fees.
5. 2 years, cancelable by the 5. 100% of compensation may be based on a
Qualified User at the end of I percentage of the fees charged at the bond-financed
year without penalty. facility except that, during the start-up period of the
facility, it may be based on either gross revenues,
gross revenues adjusted for bad debt or similar
allowances or the expenses of the facility. This
compensation arrangement is available only (i) with
respect to facilities providing services to third
parties (e.g., radiology, facilities) or (ii) during an
initial start-up period during which operations have
• been insufficient to permit a reasonable estimate of
annual gross revenues.
D-2
468017.2 027825 AC
• Definitions of Permissible Compensation Arrangements.
I. Periodic Fixed Fee is a stated dollar amount for services rendered for a specified
period of time. The stated dollar amount may automatically increase according to a specified objective
external standard that is not linked to the output or efficiency of a facility, e.g., the Consumer Price
Index and similar external indices that track increases in prices in an area or increases in revenues or
costs in an industry are objective external standards.
2. Capitation Fee is a fixed periodic amount payable for each person for whom
services are provided (e.g., an HMO member) as long as the quantity and type of services actually
provided vary substantially from person to person. A capitation fee may include a variable component
of up to 201/o of the total capitation fee designed to protect the Provider against risks such as catastrophic
loss.
3. Per-Unit Fee is a stated amount for each unit of services provided (e.g., medical
procedure performed, car parked, passenger mile traveled, ton of waste incinerated, unit of landfill
capacity consumed).
4. Productivity Award is a stated dollar amount of additional compensation based on
increases or decreases in gross revenues or reductions in total expense target (but not both) in any annual
period during the term of a contract.
Revision and Renewal of Management Contract.
If the compensation arrangements of a management contract are materially revised, the
requirements for compensation arrangements are retested as of the date of the material revision and the
management contract is treated as one that was newly entered into as of the date of the material revision.
A renewal option is a provision under which the Provider has a legally enforceable right
to renew the contract. Thus, for example, a provision under which a contract is automatically renewed
for one-year periods absent cancellation by either party is not a renewal option (even if it is expected to
be renewed).
Certain Exceptions.
Certain arrangements generally are not treated as management contracts that are subject
to the above rules. These include:
(a) Contracts for services that are solely incidental to the primary governmental
function or functions of a bond-financed facility (e.g., contracts for janitorial, office equipment repair,
hospital billing or similar services);
(b) The mere granting of admitting privileges by a hospital to a doctor, even if those
privileges are conditioned on the provision of de minimis services, if those privileges are available to all
qualified physicians in the area, consistent with the size and nature of its facilities;
• (c) A contract to provide for the operation of a facility or system of facilities that
consists predominantly of public utility property (as defined in section 168(i)(10) of the 1986 Code), if
D-3
468017.2 027825 AC
• the only compensation is the reimbursement of actual and direct expenses of the service provider and
reasonable administrative overhead expenses of the service provider; and
(d) A contract to provide for services, if the only compensation is the reimbursement
of the service provider for actual and direct expenses paid by the service provider to unrelated parties.
•
DA
468017.2 027825 AC
ROOSEVELT & CROSS
INCORPORATED
SUSAN C. SCHMELZER One Exchange Plaza
• SENIOR VICE PRESIDENT New York. New Yak I ODD6
PUBLIC FINANCE DEPARTMENT Phone: (212)504-9294
Fax: (21280.9385
Email: sschmelzer®roosevdtc .com
February 8, 2005
The Town Board of the
Town of Southold, New York
RE: $2,380,000 Refunding Serial Bonds - 2005 (the "Bonds")
The undersigned, as representative for the underwriter in connection with the Bonds, hereby represents
that:
(a) All of the Bonds have been the subject of an initial offering to the public (excluding bond
houses, brokers, or similar persons or organizations acting in the capacity of underwriters or
wholesalers), at prices no higher than, or yields no lower than, those shown on the attached
schedule relating to the Bonds, including interest accrued on the Bonds from the date thereof.
(b) To the best of our knowledge, based on our records, at least 10 percent of each maturity of the
Bonds was sold to the public (excluding bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters or wholesalers) at initial offering prices not
greater than the respective prices shown on the attached schedule or in the case of discount
obligations sold on a yield basis, at yields no lower than the respective yields shown on the
attached schedule, there being no accrued interest on the Bonds. At the time the underwriter
agreed to purchase the Bonds, based upon our assessment of the then prevailing market
conditions, we had no reason to believe that any of the Bonds would be initially sold to the
public (excluding such bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at prices greater than the prices, or yields less than the
yields, shown on the attached schedule, including interest accrued on the Bonds from the date
thereof.
Very truly yours,
ROOSEVELT & CROSS, INCORPORATED
By 9 t4A-. 0.,L1 -
Title: Senior Vice President
•
• SCHEDULE AS TO REOFFERING
TOWN OF SOUTHOLD, NEW YORK
$2,380,000 Refunding Serial Bonds - 2005
Year of Principal Interest Reoffering Reoffering
Maturi Amount Rate Yield Price
2005 $ 280,000 2.50% 2.00% 100.009
2006 245,000 2.50 2.20 100300
2007 240,000 2.50 2.40 100.195
2008 245,000 2.75 2.55 100.577
2009 265,000 3.00 2.70 101.135
2010 260,000 3.00 2.90 100.463
2011 255,000 3.25 3.10 100.817
2012 260,000 3.50 3.30 101.243
2013 110,000 3.50 3.50 100.000
2014 110,000 3.625 3.60 100.190
2015 110,000 3.75 3.70 100.414
•
f
r
• Agdmallk6 DEPARTMENT OF THE TREASURY
BUREAU OF THE PUBLIC DEBT
PARKERSBURG, WV 261 0 6-1 32 8
1/21/20051
reasury Case Number Assigned: 06-01704
ate Table Date: 1120/2006
ssu
IN: e Date: 8/2006
ssue Amount: 170,237.00
1.6001939
er Name: own of Southold
REMARKS:
CONFIRMATION NOTICE - SLGS Time
Confirmation of Subscription Receipt *PD F FORM 4144 TIME DEPOSIT RECEIVED.
THANK YOU.
Beginning in early 2006, we expect it to become mandatory that you use SLGSafe for all
SLGS transactions and we will no longer be accepting FAX transaction requests. Please
visit www.sigs.gov for more information and system access request forms.
•
•onn. Li. ivu7 t: Lunn bUNMULU SUPERVISORS NO -555 P -I
PO F A149 E
De ammtt or he Treasury SUBSCRIPTION FOR PURCHASE AND ISSUE OF amp N0. tstsooet
• ureffu of d vbedxut~ I W* vow rYY ZOD3) STATE AND LOCAL LUGOVERNMENT SERIES
TIME DEPDSIT
See /nafruc$ons OA Bank
Pursuant to thr Pro+dabne of tba Department of the Treasury ohc da , Public Debt Sedes No. 3.7Z 02mnt Willion (31 CFR Pad 344),
the un w 1 hwebym for tha Purchase of Scam and Local Goverment Series seoudles. The YnderaWW cores that
uftmilw wmplas bea requirements N 31 CFR Pad 344.
SUBSCRIPTIt14STATUS: (Checkone) NEW ? CHANGE CANCEL
SUBSCRIPI704ISSUEANOUNP. 2170 7.011 ISSUE DATE 8-j 5
~ Q~nmnum Fat DD yy
STATE OR LOI AL GMRNIAWT Boar,
T4*ayar Identl :cation Numbor, 11 _ 6801638
Name: Taw 1 of sOUthold
Address TOwt I Hal 53 0 55 6141n Sbreee
City: Sout 161d
SW r NV ZIP Code: 11571
Conant Pwscn:.12shua Y. HS:rten
Telephone: L J 7B54=
1 766r13fi6
Fns 63
TRUSTEE RANI : (As appoarad by Stele or Local Govemment Body)
ABA Routing Nor *w. 021000 IS
Name: The B enk of New Ya
Address: 101 rrday Jlrea!
City New h ork 9Late; NY 7a266
Contact Pason:. ROM pawed-Good •eh ZIP Cade:
Telephone -0-'1--2j' 815-678Y
r-= 121 8153455
Town of South, I'd- NewYork
(Orgaelzalfon)
Joallun Y. Hart a, Superv)SO:-
(Name and Tdla
(Signature) to G S f 631) 765.4333
(Telephone)
FOR USE OF THE BUREAU OF THE PUBLIC DEBT
Rate Table Ds1m:„ Processed by., . Varifiad 6yr.
• DEPARTMENT OF THE TREASURY
BUREAU OF THE PUBLIC DEBT
PARKERSBURG, VIN 26106.1328
2/41200611
reasury Case Number Assigned: 01704
ate Table Date: /20/2006
Ss sue Date: 8/2006
ssue Amount: 170,237.00
IN: 1-6001939
Dwner Name: own of Southold
REMARKS:
CONFIRMATION NOTICE - SLGS Time
Confirmation of Subscription Receipt
Beginning in early 2006, we expect it to become mandatory that you use SLGSafe for all
SLGS transactions and we will no longer be accepting FAX transaction requests. Please
visit www.sigs.gov for more information and system access request forms.
•
PD F 4144 SUBSCRIPTION FOR PURCHASE AND ISSUE OF OMB NO. 1535-0092
Department of the Treasury
U.S. TREASURY SECURITIES
Bureau o of f the the Public blic Debt bt
(Revised July 1999) STATE AND LOCAL GOVERNMENT SERIES
• TIME DEPOSIT
See Instructions On Back
Pursuant to the provisions of the Department of the Treasury Circular, Public Debt Series No. 3-72, current revision (31 CFR Part 344),
the undersigned hereby subscribes for the purchase of State and Local Government Series securities. The undersigned certifies that
this subscription complies with the, requirements in 31 CFR Part 344.
SUBSCRIPTION STATUS: (Check one) NEW CHANGE CANCEL
SUBSCRIPTION ISSUE AMOUNT: $ 2,170, 237 ISSUE DATE: 2/8/2005
MM DD W
STATE OR LOCAL GOVERNMENT BODY:
Taxpayer Identification Number: 11 - 6001939
Name: Town of Southold
Address: Town Hall, 53095 Main Road
City: Southold State: NY ZIP Code: 11971
Contact Person: Joshua Y. Horton
Telephone: (631) 765-4333 Fax: (631) 765-1366
TRUSTEE BANK: (As appointed by State or Local Government Body)
ABA Routing Number: 021000018
Name: The Bank of New York
Address: 101 Barclay Street
City: New York State: NY ZIP Code: 10286
Contact Person: Roz Newell-Goodrich
Telephone: (212) 815-5758 Fax: (212) 815-3455
Town of Southold, New York
(Organization)
Joshua Y. H ton, Supervisor
(Name and Title
1 / /2005 (631) 765-4333
(Signature) (Date) (Telephone)
FOR USE OF THE BUREAU OF THE PUBLIC DEBT
Case Number: Rate Table Date: Processed by: Verified by:
PD F 4144-1 ACCOUNT INFORMATION FOR OMB NO. 1535-0092
Department of the Treasury
Bureau of the Public Debt U.S. TREASURY SECURITIES
(Revised July 1999) STATE AND LOCAL GOVERNMENT SERIES
TIME DEPOSIT
• See Instructions On Back
The United States Treasury Securities - Stale and Local Government series subscribed for on PD F 4144 to which this form
is attached and incorporated, are requested to be issued and held in book-entry accounts on the books of the Department of
the Treasury. _
INFORMATION FOR INTEREST AND PRINCIPAL PAYMENTS:
Direct Deposit (ACH) Payment Instructions
ABA Routing Number: 021000018 (Limit 9 characters)
Account Name: Escrow Deposit Fund (Limit 22 characters)
Account Number: GLA 111-566 INC (Limit 17 characters)
Account Type: (check one) Checking Sarings
Financial Institution Managing (ACH) Payments
Name: --The Bank of New York
Address: 101 Barclay Street
City New York State: NY ZIPCode: 11971 -
Contact Person: Roz Newell-Goodrich
Telephone: (212) 815-5758 Fart (212) 815-3455
FINANCIAL INSTITUTION TRANSMITTING FUNDS FOR PURCHASE:
ABA Routing Number: 021000018
Name: The Bank of New York
Contact Person: Roz Newell-Goodrich
Telephone: (212) 815-5758 Fax (212) 815-3455
PD F 4144-2 SCHEDULE OF U.S. TREASURY SECURITIES OMB No. 1535-0092
Departrnent of the Treasury
Bureau au of a the Public Debt STATE AND LOCAL GOVERNMENT SERIES
Bur
(Revised July 1999) TIME DEPOSIT
See Instructions On Back
Ohe United States Treasury Securities- State and Local Government Series subscribed for on PD F 4144 and account information
furnished on PD F 41441 to which this schedule is attached and incorporated, are requested to be issued and held in book-entry
accounts on the books of the Department of the Treasury.
PRINCIPAL INTEREST ISSUE MATURITY FIRST INTERESTI
AMOUNT RATE DATE DATE PAYMENT DATE
(MMDDYY) (MMDDYY) (MMDDYY)
$22,036 2.12096 2/8/2005 5/1/2005
$985,968 2.640% 2/8/2005 8/15/2005
$101,354 2.710% 2/8/2005 11/1/2005
$11,062 2.830% 2/8/2005 5/1/2006 5/1/2005
$1,049,817 3.03096 2/8/2005 11/1/2006 5/1/2005
1 A first interest payment date must be specked for interest bearing securities with a maturity date greater than one year.
Taxpayer Identification Number: 11 - 6001939
Name of State or Local Government Body
Town of Southold, New York
$2,380,000
Town of Southold, NY
Refunding Bonds
• New Structure Summary And Results
Dated Date February 8, 2005
Issue Date February 8, 2005
First Interest Payment Date February 15, 2005
Second Interest Payment Date August 15, 2005
Last Maturity Date February 15, 2015
Optional Redemptions Call Dates Call Price
N/A N/A
N/A N/A
N/A N/A
Arbitrage Yield 3.106148%
N.I.C. 3.112000%
(Net Interest Cost)
W.A.M. 4.2844 years
(Weighted Average Maturity In Years)
R.W.A.M. (for refundings only)
(Remaining Weighted Average Maturity In Years)
Current Refundings N/A Years
Advance Refundings 4.8195 rears
Arbitrage Yield Target
Par Amount + 2,380,000.00
Original Issue Premium/(Discount) + 12,832.95
Credit Enhancement + _
Accrued Interest +
Total 2,392,832.95
Adjusted Total for N.I.C
Total Interest Cost + 331,879.83
Original Issue Premiumi(Discount) 12,832.95
Accrued Interest
Adjusted Total 319,046.88
Required Reserve Is The Minimum of:
10% of Principal Amount/Issue Price 238,000.00
125% of Average Annual Debt Service 338,327.12
Maximum of Annual Debt Service 310,100.00
Reserve Requirement 238,000.00
•
4680141 1rz042oo5 7:06 PM t of 1
$2,380,000
Town of Southold, NY
Refunding Bonds
• Arbitrage Yield Analysis
Present
Value to
Maturity Principal Total Annual 8-Feb-05
Date Amount Coupon Interest Debt Service Debt Service 3.106148%
02/08/05
02!08/05
02/15(15 280,000 2.500% 1,379.83 281,379.83 281,379.83 281,211.24
08/15105 - - 31,981.25 31,981.25 - 31,473.29
02/15/06 245,000 2.500% 31,981.25 276,981.25 308,962.50 268,413.24
08/15/06 - - 28,918.75 28,918.75 - 27,595.61
02115/07 240,000 2.500% 28,918.75 268,918.75 297,837.50 252,690.26
08/15/07 - - 25,918.75 25,918.75 - 23,982.17
02115/08 245,000 2.750% 25,918.75 270,918.75 296,837.50 246,842.73
08/15108 - - 22,550.00 22,550.00 - 20,231.81
02/15109 265,000 3.000% 22,550.00 287,550.00 310,100.00 254,043.74
08/15/09 - - 18,575.00 18,575.00 - 16,159.61
02/15/10 260,000 3.000% 18,575.00 278,575.00 297,150.00 238,644.33
08115/10 - - 14,675.00 14,675.00 - 12,379.24
02/15111 255,000 3.250% 14,675.00 269,675.00 284,350.00 224,008.00
08/15/11 - - 10,531.25 10,531.25 - 8,614.10
02/15/12 260,000 3.500% 10,531.25 270,531.25 281,062.50 217,898.44
08/15112 - - 5,981.25 5,981.25 - 4,743.90
02115/13 110,000 3.500% 5,981.25 115,981.25 121,962.50 90,581.25
08/15113 - - 4,056.25 4,056.25 - 3,119.48
02115/14 110,000 3.625% 4,056.25 114,056.25 118,112.50 86,374.09
08/15/14 - - 2,062.50 2,062.50 - 1,538.03
02115/15 110,000 - 3.750% 2,062.50 112,062.50 114,125.00 82 28839
Totals 2.380.000 331.679.83 2.711.879.83 2.711.879.83 2.392.832.95
Original Yield Target Target: 2,392,832.95
Par Amount + 2,380,000.00 Proof. 0.00
OIP/(OID) + 12,832.95
Credit Enhancement + _
Accrued Interest +
Total 2,392,832.95
•
3096661 1 /20/2005 5:47 PM 2 of 4
$2,380,000
Town of Southold, NY
Refunding Bonds
• PricelYields, Weighted Average Maturity and Net Interest Cost
Maturity Principal Priced Years to Bond Yield To Call
Date Amount Coupon Yield Price to- Issue Price Maturity Years Bond?
02108/05
02/08/05
02/15105 280,000 2.500% 2.000% 100.009 Maturity 280,02520 0.02 5,445
08115105 _
02115/06 245,000 2.500% 2.200% 100.300 Maturity 245,73540 1.02 250,513
08115/06 _
02/15/07 240,000 2.500% 2.400% 100.195 Maturity 240,468.00 2.02 485,612
08/15/07 _
02/15108 245,000 2.750% 2.550% 100.577 Maturity 246,413.65 3.02 744,032
08115/08 _
02115/09 265,000 3.000% 2.700% 101.135 Maturity 268,007.75 4.02 1,077,242
08/15/09
02/16/10 260,000 3.000% 2.900% 100.463 Maturity 261203.80 5.02 1,311,098 _
08/15/10
02/15/11 255,000 3.250% 3.100% 100.817 Maturity 257,083.35 6.02 1,547,499 _
08/15/11
02/15112 260,000 3.500% 3.300% 101.243 Maturity 263231.80 7.02 1,847,741 _
08/15/12
02/15/13 110,000 3.500% 3.500% 100.000 Maturity 110,000.00 8.02 882,139
08/15/13 _
02115114 110,000 3.625% 3.600% 100.190 Maturity 110,209.00 9.02 994,024
08115114 _
02115/15 110,000 3.750% 3.700% 100.414 Maturity 110,455.40 10.02 1,106,702
Totals 2.380.000.00 2.392.832.95 10.262.046.96
Total Interest Cost + 331,879.83 WA.M. = 4.2644
OIP/(010) - 12,832.95 (Weighted Average Maturity)
Accrued Interest N.I.C. = 3.112000%
Adjusted Total 319,046.88 (Net Interest Cost)
•
3096661 1/2012005 5:47 PM 3 of 4
$2,380,000
Town of Southold, NY
Refunding Bonds
• Remaining Weighted Average Maturity
Inue We of M3 Refunded aonds: 04IM3
18nua Data of 1383 Refunded Bonds: 11109136
Maturity Principal Priced Years to Bond
Date Amount Coupon Yield Price to- Issue Price Maturity Years
02!08/05
02IM05
1993 Bonds
02/15/05 125,000.00 5.000% 5.000% 100.000 Maturity 125,000.00 0.02 2,431
02/15/06 125,000.00 5.000% 5.000% 100.000 Maturity 125,000.00 1.02 127,431
02115107 125,000.00 5.000% 5.000% 100.000 Maturity 125,000.00 2.02 252,431
02/15/08 125,000.00 5.000% 5.000 % 100.000 Maturity 125,000.00 3.02 377,431
02/15/09 150,000.00 5.000% 5.000% 100.000 Maturity 150,000.00 4.02 602,917
02/15/10 150,000.00 5.000% 5.000% 100.000 Maturity 150,000:00 5.02 752,917
02115111 150,000.00 5.000% 5.000% 100.000 Maturity 150,000.00 6.02 902,917
02/15/12 150,000.00 5.000% 5.000% 100.000 Maturity 150,000.00 7.02 1,052,917
1995 Bonds
11/01/05 90,000.00 5.100% 4.800% 102.355 Maturity 92,119.50 0.73 67,298
11101106 90,000.00 5.100% 4.900% 101.681 Maturity 91,51190 1.73 158,368
11/01107 90,000.00 5.100% 5.000% 100.892 Maturity 90,802.80 2.73 247,942
11101/08 100,000.00 5.100% 5.100% 100.000 Maturity 100,000.00 3.73 373,056
11101/09 100,000.00 5.200% 5.200% 100.000 Maturity 100,000.00 4.73 473,056
11/01/10 100,000.00 5.300% 5.300% 100.000 Maturity 100,000.00 5.73 573,056
11/01/11 100,000.00 5.375% 5.400% 99.733 Maturity 99,733.00 6.73 671,258
11/01/12 110,000.00 5.400% 5.550% 98.362 Maturity 108,198.20 7.73 836,432
11/01/13 110,000.00 5.500% 5.550% 99.434 Maturity 109,377.40 8.73 954,925
11101/14 110,000.00 5.500% 5.600% 98.838 Maturity 108,721.80 9.73 1,057,924
11191/15 110,000.00 5.500% 5.650% 98.215 Maturity 108,036.50 10.73 1,159,292
Totals 2.210.000.00 2.208.502.10 10.643.995.58
IR.W.A.M. = 4.8195
•
3096661 1202005 6:14 PM 1 of 1
• ESCROW CONTRACT
This Escrow Contract, dated as of February 8, 2005 (the "Contract") by and
between the Town of Southold, New York, a municipal corporation of the State of New York
(the "Town"), and The Bank of New York, a New York banking corporation duly organized,
existing and authorized to accept trusts of the character herein set forth in the State of New York
(the "Bank"),
WITNESSETH:
WHEREAS, the Town has heretofore issued on April 22, 1993, its $2,695,000
Various Purposes Serial Bonds-1993 (the "1993 Outstanding Bonds") and on November 8, 1995,
its $1,750,000 Agricultural Land Preservation Serial Bonds-1995 (the "1995 Outstanding
Bonds")(collectively the "Outstanding Bonds"), such bonds bearing interest at the rates and
payable on the dates, and being subject to prior redemption as set forth in each such respective
bond; and
WHEREAS, the 1993 Outstanding Bonds maturing on or after February 15, 2005
are subject to redemption, at the option of the Town, prior to maturity, as a whole or in part, in
inverse order of maturity or in equal proportionate amounts, (selected by lot within a maturity),
on any interest payment date on or after February 15, 2005, at the redemption price of par of the
Bonds to be redeemed, plus accrued interest to the redemption date
WHEREAS, the 1995 Outstanding Bonds maturing on or after November 1, 2007
are subject to redemption, at the option of the Town, prior to maturity, in whole or in part, in
inverse order of maturity or in equal proportionate amounts, on any interest payment date on or
• after November 1, 2006, at redemption prices, expressed as a percentage of par as follows:
468064.1 027825 AGMT
Redemption Price as a
• Redemption Dates Percentage of Par Amount
November 1, 2006 and May 1, 2007 102.0%
November 1, 2007 and May 1, 2008 101.0
November 1, 2008 and thereafter 100.0
WHEREAS, the Town has determined to refund all of the 1993 Outstanding
Bonds now outstanding in the principal amount of $1,100,000, which bonds mature on February
15 in the principal amounts of $125,000 in each of the years 2005 to 2008; inclusive and
$150,000 in each of the years 2009 to 2012, inclusive (the "1993 Refunded Bonds"); and to
refund all of the 1995 Outstanding Bonds now outstanding in the principal amount of
$1,110,000, which bonds mature on November 1 in the principal amounts of $90,000 in each of
the years 2005 to 2007, inclusive, $100,000 in each of the years 2008 to 2011, inclusive; and
$110,000 in each of the years 2012 to 2015, inclusive (the "1995 Refunded Bonds") (collectively
the "Refunded Bonds"); and
WHEREAS, the Outstanding Bonds were issued pursuant to various bond
resolutions duly adopted by the Town Board of the Town on their respective dates (collectively
the "Outstanding Bond Resolutions"), for the purpose of financing various capital projects in and
for the Town, as specified in the Outstanding Bond Resolutions, and the certificates executed
pursuant to such Outstanding Bond Resolutions by the chief fiscal officer of the Town,
prescribing the terms, form and details of issuance of the Outstanding Bonds (collectively, the
"Outstanding Bonds Certificates"); and
WHEREAS, the Town Board of the Town has adopted on November 16, 2004, a
refunding bond resolution (the "Refunding Bond Resolution") authorizing, pursuant to Section
• 90.10 of the Local Finance Law (constituting Chapter 33-a of the Consolidated Laws of the State
468064.1 027825 AGMT
of New York), the issuance of refunding bonds of the Town in the aggregate principal amount of
• not to exceed $3,500,000 for the purpose of refunding the Refunded Bonds; and
WHEREAS, pursuant to the Refunding Bond Resolution, the Supervisor of the
Town (the "Supervisor") has executed the Certificate of Determination dated as of January 20,
2005 (the "Certificate") determining the terms, form and details of sale and issuance of the
$2,380,000 Refunding Serial Bonds-2005 (the "Refunding Bonds"), and
WHEREAS, the Refunding Bond Resolution provides that the proceeds from the
sale of the Refunding Bonds, together with other moneys required to accomplish such refunding,
if any, shall be placed in escrow with an escrow holder and, together with the interest earned
from the investment thereof, applied in accordance with the terms and conditions set forth in this
Contract and the Refunding Bond Resolution;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. The Town hereby appoints the Bank (also referred to herein as the "Escrow
Holder") as escrow holder under this Contract and the Bank hereby accepts the appointment as
Escrow Holder. The duties, responsibilities and obligations of the Escrow Holder shall be
limited to those expressly set forth herein and no duties, responsibilities or obligations shall be
inferred or implied.
2. Receipt is hereby acknowledged by the Escrow Holder of a certified copy of
the Refunding Bond Resolution.
3. There is hereby created and established with the Escrow Holder a special,
segregated and irrevocable trust fund, designated "Town of Southold Escrow Deposit Fund
•
468064.1027825 AGMT
(2005 Refunding Bonds)" (referred to herein as the "Escrow Deposit Fund") to be held in the
• custody of the Escrow Holder.
4. There is hereby created and established with the Escrow Holder a special,
segregated and irrevocable trust fund, designated "Town of Southold Cost of Issuance Expense
Fund (2005 Refunding Bonds)" (referred to herein as the "Expense Fund") to be held in the
custody of the Escrow Holder.
5. Concurrently with the execution of this Contract the Town shall deposit in
immediately available funds with the Escrow Holder in Expense Fund for the $2,380,000
Refunding Serial Bonds-2005, moneys in the amount of $50,075.22, being a part of the proceeds
from the sale of the Refunding Bonds. The moneys in Expense Fund shall be applied by the
Escrow Holder for the payment of the costs and expenses incidental to the issuance of the
Refunding Bonds, and the amount due the Escrow Holder pursuant to paragraph 12 hereof,
provided that any such payment by the Escrow Holder shall be made only pursuant to and in
accordance with the written authorization of the Supervisor, authorizing and approving the same.
Upon receipt by the Bank of a certificate signed by the Supervisor to the effect that all such costs
and expenses have been paid or otherwise satisfied, or in any event not more than sixty (60) days
from the date of this Contract, any amount remaining in Expense Fund shall be returned by the
Escrow Holder to the Town to be applied by the Town to the payment of the first debt service on
the Refunding Bonds.
6. Concurrently with the execution of this Contract, the Town shall deposit with
the Escrow Holder in Escrow Deposit Fund for the $2,380,000 Refunding Serial Bonds-2005,
moneys in the amount of $2,322,757.73, consisting of the proceeds of the Refunding Bonds in
• the amount of $2,380,000, plus a premium of $12,832.95, less the underwriter's discount of
468064.1 027825 AGMT
$20,000.00 less a deposit of $50,075.22 in Expense Fund specified in paragraph 5 hereof. The
• amount so deposited in Escrow Deposit Fund shall immediately be invested by the Escrow
Holder as set forth in Schedule A, attached hereto and made a part hereof, by the purchase of
Government Obligations (as hereinafter defined), it being the intention of the Town that the
principal thereof, together with the interest to be paid thereon, and cash remaining on deposit in
Escrow Deposit Fund, if any, will be sufficient to pay, as of the date of calculation, and will
mature and be available to pay in a timely manner, the principal of, interest on, and redemption
premiums payable with respect to the Refunded Bonds as the same shall become due and
payable, as set forth in Schedule B attached hereto and made a part hereof (the "Escrow
Requirement').
"Government Obligations" shall mean direct obligations of the United States of
America or obligations the principal of and interest on which are unconditionally guaranteed by
the United States of America, none of which is subject to call prior to its stated maturity.
7. The Escrow Holder hereby acknowledges receipt of the deposit of the moneys
in the Escrow Deposit Fund and the Expense Fund as set forth in paragraphs 5 and 6 hereof.
8. The deposit by the Town of the moneys in the Escrow Deposit Fund shall
constitute an irrevocable deposit thereof for the uses and purposes specified in this Contract and
in the Refunding Bond Resolution, and such moneys and Government Obligations together with
all interest thereon, shall be held in trust and applied solely for such uses and purposes.
9. (a) Except as otherwise expressly provided in paragraph 6 or this subparagraph
(a), the Escrow Holder shall have no power or duty to invest any moneys held hereunder or to
make substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise
• dispose of the Government Obligations acquired hereunder, or to pay interest on any such
468064.1 027825 AGMT
moneys not required to be invested hereunder; provided, however, that at the written direction of
the Supervisor and upon compliance with the conditions hereinafter stated, the Escrow Holder
shall have the power (i) to provide for the reinvestment of certain proceeds derived from the sale,
transfer, disposition or redemption of the Government Obligations for defined periods prior to
the payment of principal of, interest on, and redemption premiums payable with respect to the
Refunded Bonds as the same shall become due and payable, as set forth on Schedule B attached
hereto, and (ii) to otherwise sell, transfer, otherwise dispose of, or request the redemption of, the
Government Obligations acquired hereunder and to substitute therefor other Government
Obligations or other funds provided by the Town for such purpose. The Escrow Holder shall
purchase such substituted Government Obligations with the proceeds derived from the sale,
transfer, disposition or redemption of the Government Obligations. The substitution of
Government Obligations described above may be effected only if (i) the moneys and
Government Obligations on deposit immediately after such substitution will be sufficient to meet
or exceed the Escrow Requirement, (ii) the Escrow Holder shall receive, at the expense of the
Town, and may rely conclusively upon, a verification of an independent certified public
accountant or firm of independent certified public accountants designated by the Supervisor and
acceptable to the Escrow Holder that the moneys and Government Obligations on deposit
immediately after such substitution will be sufficient to meet or exceed the Escrow Requirement,
(iii) the Escrow Holder shall receive an unqualified opinion of Hawkins Delafield & Wood LLP
to the effect that the substitution will not cause any of the Refunding Bonds to be an "arbitrage
bond" as hereinafter defined, and (iv) the Escrow Holder shall receive a schedule showing details
of such substitution.
•
468064.1 027825 AGMT
(b) The Town hereby agrees that it will not take action or fail to take action if such
• action or failure to take action would cause any part of the money or funds at any time in the
Expense Fund or the Escrow Deposit Fund to be used directly or indirectly to acquire any
securities or obligations, the acquisition of which would cause any Refunding Bond to be an
"arbitrage bond" as defined in Section 103 of the Internal Revenue Code of 1986, as amended,
and the regulations of the United States Treasury Department thereunder, as then in effect.
10. The Escrow Holder shall collect the matured principal of and payments of
interest on the Government Obligations as the same become due and payable and deposit the
same in the Escrow Deposit Fund, as applicable. Not later than the date on which any payment
of principal and interest on any of the Refunded Bonds is required to be made, as set forth in
Schedule B, the Escrow Holder shall, to the extent available, transmit, from the funds in the
Escrow Deposit Fund, as applicable, to
JPMorgan Chase Bank, N.A.
55 Water Street, New York, NY 10041
ABA # 021-0000-21
For Credit of A/C Depository Trust Company
Redemption Account 066-027-306
or as otherwise designated in writing by the Town, an amount sufficient to pay such payment,
and the redemption premium, if any, with respect thereto.
11. The Town hereby irrevocably instructs the Escrow Holder to mail to the
registered holders of the 1993 Refunded Bonds, as the names and addresses of such holders shall
appear on the books and records of the paying agent for the 1993 Refunded Bonds, as required
• by Section 53.00 of the Local Finance Law, a Notice substantially the form as set forth in Exhibit
468064.1 027825 AGMT
A-1 attached hereto, to be mailed not less than thirty (30) days prior to August 15, 2005, setting
forth the date set for redemption of the 1993 Refunded Bonds maturing on or after February 15,
2006. The Town hereby irrevocably instructs the Escrow Holder to mail to the registered holders
of the 1995 Refunded Bonds, as the names and addresses of such holders shall appear on the
books and records of the paying agent for the 1995 Refunded Bonds, as required by Section
53.00 of the Local Finance Law, a Notice substantially the form as set forth in Exhibit A-2
attached hereto, to be mailed not less than thirty (30) days nor more than sixty (60) days prior to
November 1, 2006, setting forth the date set for redemption of the 1995 Refunded Bonds
maturing on or after November 1, 2007. On such redemption dates (February 15, 2006 and
November 1, 2006) there shall become due and payable with respect to each Refunded Bond to
be redeemed together with any coupons appertaining thereto, the redemption price thereof,
together with interest accrued to the redemption date, and the redemption premium, if any,
payable with respect thereto, and from and after such redemption date interest thereon shall cease
to accrue and be payable. The Escrow Holder shall mail such notice to The Depository Trust
Company, 55 Water Street, New York, New York 10041, or such other address as may then be
applicable as provided in writing by the Town.
12. The Town agrees to pay and shall pay to the Escrow Holder the sum of
$1,500, as compensation in full for all services to be rendered by the Escrow Holder under this
Contract; provided that, to the extent authorized by law, the Town hereby assumes liability for
and hereby agrees to indemnify, protect, save and keep harmless the Escrow Holder and its
respective successors, assigns, agents and servants, from and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements
(including legal fees and disbursements) of whatsoever kind and nature which may be imposed
•
468064.1 027825 AGMT
• on, incurred by, or asserted against, at any time, the Escrow Holder (whether or not also
indemnified against by any person under any other contract or instrument) and in any way
relating to or arising out of the execution and delivery of this Contract, the establishment of the
Expense Fund and the Escrow Deposit Fund, the acceptance of the moneys deposited in such
funds, the purchase of the Government Obligations, the retention of such moneys and
Government Obligations or the proceeds thereof and any payment, transfer or other application
of moneys or securities by the Escrow Holder in accordance with the provisions of this Contract;
provided, that the Town shall not be required to indemnify, protect, save and keep harmless the
Escrow Holder against losses arising out of the Escrow Holder's own negligence or willful
misconduct. The Town also agrees to reimburse the Escrow Holder for all reasonable fees,
expenses, disbursements and advances incurred or made in connection with this Contract. Any
payment to the Escrow Holder pursuant to this paragraph, except for the payment to be made
from the Expense Fund, shall be made from any moneys of the Town lawfully available therefor.
In no event shall the Town be liable to any person by reason of the transactions contemplated
hereby other than to the Escrow Holder as set forth in this paragraph. The indemnities contained
in this paragraph shall survive the termination of this Contract. Except as otherwise provided in
this paragraph the Escrow Holder does not have any interest in the moneys or Government
Obligations deposited hereunder but is serving as escrow holder only, and has only possession
thereof. The Escrow Holder makes no representation as to the validity, value, genuineness or
collectibility of any security or other document or instrument held by or delivered to it. The
Escrow Holder shall not be called upon to advise any party as to selling or retaining, or taking or
refraining from taking any action with respect to, any securities or other property deposited
hereunder.
•
468064.1 027825 AGMT
13. The Escrow Holder agrees to maintain books and records for the Expense
• Fund and the Escrow Deposit Fund as defined herein and to account separately for deposits
therein, investments thereof, earnings thereon and losses (if any) with respect thereto, in
accordance with the Arbitrage and Use of Proceeds Certificate of the Town delivered
concurrently with the delivery of the Refunding Bonds.
14. The Escrow Holder may be removed with or without cause at any time by the
Town and the Escrow Holder may resign by giving written notice to the Town, but no such
removal or resignation shall take effect under this Contract unless a successor Escrow Holder
shall have been appointed by the Town as hereinafter provided and such successor Escrow
Holder shall have accepted such appointment, in which event such removal or resignation shall
take effect immediately upon the appointment and acceptance of a successor Escrow Holder. In
the event that no appointment of a successor Escrow Holder shall have been made by the Town
pursuant to the foregoing provisions of this paragraph within forty-five (45) days after written
notice of resignation of the Escrow Holder has been given to the Town, any retiring Escrow
Holder may apply, at the expense of the Town, to any court of competent jurisdiction for the
appointment of a successor Escrow Holder, and such court may thereupon, after such notice, if
any, as it shall deem proper, appoint a successor Escrow Holder. No successor Escrow Holder
shall be appointed unless such successor Escrow Holder shall be a corporation with trust powers
organized under the banking laws of the United States or the State of New York and shall have at
the time of appointment capital, surplus and undivided profits of not less than $50,000,000.
Every successor Escrow Holder appointed hereunder shall execute, acknowledge and deliver to
its predecessor and to the Town, an instrument in writing accepting such appointment hereunder
and thereupon such successor Escrow Holder without any further act, deed or conveyance, shall
468064.1 027825 AGMT
• become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its
predecessor, but such predecessor shall, nevertheless, on the written request of such successor
Escrow Holder or the Town execute and deliver an instrument transferring to such successor
Escrow Holder all the estates, properties, rights, powers and trusts of such predecessor
hereunder; and every predecessor Escrow Holder shall deliver all cash and Government
Obligations held by it to its successor. Should any transfer, assignment or instrument in writing
from the Supervisor be required by any successor Escrow Holder for more fully and certainly
vesting in such successor Escrow Holder the estates, rights, powers and duties hereby vested or
intended to be vested in the predecessor Escrow Holder, any such transfer, assignment and
instrument in writing shall, on request, be executed, acknowledged and delivered by the
Supervisor. Any corporation into which the Escrow Holder, or any successor to it in the trusts
created by this Escrow Contract, may be merged or converted or with which it or any successor
to it may be consolidated, or any corporation resulting from any merger, conversion,
consolidation or reorganization to which the Escrow Holder or any successor to it shall be a party
shall, if approved in writing by the Supervisor, be the successor Escrow Holder under this
Escrow Contract without the execution or filing of any paper or any act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
15. This Contract shall terminate when there shall have been paid to the paying
agent for the Refunded Bonds, in accordance with the provisions hereof, moneys from the
Escrow Deposit Fund sufficient to pay all principal of, interest on, and redemption premiums
payable with respect to all of the Refunded Bonds as set forth on Schedule B, and any remaining
moneys and Government Obligations, together with any interest thereon, in the Escrow Deposit
• Fund shall thereupon be transferred to the Town.
468064.1 027825 AGMT
• 16. If any one or more of the covenants or agreements provided in this Contract
on the part of the parties hereto to be performed should be determined by a court of competent
jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to
be severable from the remaining covenants and agreements herein contained and shall in no way
affect the validity of the remaining provisions of this Contract.
17. This Contract may be executed in several counterparts, all or any of which
shall be regarded for all purposes as an original and shall constitute and be but one and the same
instrument.
18. This Contract shall be governed by the applicable internal substantive laws
(and not the choice of law rules) of the State of New York.
19. All notices, demands and formal actions under this Contract shall be in
writing and mailed or delivered to:
The Town: Joshua Y. Horton, Supervisor
Town of Southold
Town Hall
53095 Main Road
Southold, New York 11971
The Escrow Holder: The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Roz Newell-Goodrich
IN WITNESS WHEREOF, the parties hereto have each caused this Contract to be
executed by their duly authorized signatories and their corporate seals to be hereunto affixed, and
the corporate seal of the Escrow Holder attested, as of the date
first above written.
•
468064.1 027825 AGMT
TOWN OF SOUTHOLD, NEW YORK
• By
(SEAL) /Supervisor
Attest:
THE BANK OF NEW YORK
By
(SEAL) Authorized Signatory
Attest:
388987.1 024356 AGMT
• TOWN OF SOUTHOLD, NEW YORK
By:
(SEAL) Supervisor
Attest:
THE BANK OF NEW YORK
By:
(SEAL) H. William Weber
Vice President
Attest:
•
• The Bank of New York
Escrow Holder's Certificate
I, the undersigned officer of The Bank of New York (the "Escrow Holder") certify to
the following:
(i) the Escrow Holder is a banking corporation organized under the laws of the
State of New York which is authorized under the laws of the State of NewYork, and has
corporate power and capacity to execute and deliver the Escrow Contract dated as of
February 8, 2005 (the "Escrow Contract") by and between the Town of Southold, in the
County of Suffolk, New York and the Escrow Holder, and to accept and execute the trusts
crated under the Escrow Contract where required;
(ii) the execution and delivery of the Escrow Contract have been duly authorized
by the Escrow Holder, the Escrow Contract has been duly executed and delivered by the
Escrow Holder and the trusts created thereunder have been accepted on behalf of the
Escrow Holder by officers of the Escrow Holder pursuant to such authority and the Escrow
Contract, upon delivery thereof by the Escrow Holder, will constitute an enforceable
obligation of the Escrow Holder;
(iii) there is no action, suit, proceeding, inquiry or investigation, at law or in
equity by any court, public board or body, pending or threatened, to the Escrow Holder's
knowledge, wherein an unfavorable decision, ruling or finding would adversely affect the
validity or enforceability of the Escrow Contract with respect to the duties of the Escrow
Holder thereunder to the knowledge of the Escrow Holder and;
(iv) the execution and delivery of the Escrow Contract and the performance by
the Escrow Holder of its obligations thereunder do not violate or constitute a default under
any court order or any agreement, indenture, mortgage, lease, note or other agreement or
instrument which is binding upon the Escrow Holder.
IN WITNESS WHEREOF, The Bank of New York has caused this certificate to be
executed in its corporate name by an officer thereunto duly authorized.
Dated: February 8, 2005
The Bank of New York
New York, New York
By: t
ft. William Weber
Vice President
• Exhibit A-1
Form of Redemption Notice for Refunded Bonds
Town of Southold, County of Suffolk, New York
NOTICE OF REDEMPTION
To the Holders of
$2,695,000 Various Purposes Serial Bonds-1993
of the Town of Southold, New York, dated August 15, 1993
NOTICE IS HEREBY GIVEN pursuant to a Refunding Bond Resolution duly
adopted by the Town Board of the Town of Southold, New York (the "Town") on November 16,
2004, that the Town has elected to call in and redeem on August 15, 2005 (the "Redemption
Date") all of the above-referenced Bonds (the "Redeemed Bonds"), maturing in the years 2006
and thereafter, at a price equal to the par amount of the Redeemed Bonds, plus accrued interest to
the Redemption Date. The Redeemed Bonds mature in the principal amount and have the
CUSIP numbers as follows:
Maturity Principal Amount CUSIP Number
February 15, 2006 $125,000 844572 DKO
February 15, 2007 $125,000 844572 DL8
February 15, 2008 $125,000 844572 DM6
February 15, 2009 $150,000 844572 DN4
February 15, 2010 $150,000 844572 DP9
February 15, 2011 $150,000 844572 DQ7
February 15, 2012 $150,000 844572 DR5
NOTICE IS HEREBY FURTHER GIVEN that the Redeemed Bonds maturing on
or after the Redemption Date should be presented and surrendered for payment as aforesaid on
the Redemption Date at the office of the Town Clerk, Town of Southold, 53095 Main Road,
Southold, New York 11971, (631) 765-1800, the paying agent of the Town for the Bonds.
NOTICE IS HEREBY FURTHER GIVEN that interest on the Redeemed Bonds
shall cease to be paid after the Redemption Date.
Federal law requires the payor to withhold at the current rate of withholding from
the payment if a certified taxpayer (social security) number is not provided. Please furnish a
properly completed Form W-9 or exemption certificate or equivalent when presenting your
securities.
468064.1 027825 AGMT
Neither the Town nor the paying agent shall be responsible for the selection or
• use of the CUSIP identification numbers printed herein or on the Redeemed Bonds nor is
any representation made as to the correctness of any CUSIP identification number shown herein
or printed on such Redeemed Bonds. Said CUSIP identification numbers are included solely
for the convenience of the holders.
Dated: 12005
TOWN OF SOUTHOLD, NEW YORK
•
468064.1 027825 AGMT
Exhibit A-2
• Form of Redemption Notice for Refunded Bonds
Town of Southold, County of Suffolk, New York
NOTICE OF REDEMPTION
To the Holders of
$1,750,000 Agricultural Land Preservation Serial Bonds-1995
of the Town of Southold, New York, dated November 1, 1995
NOTICE IS HEREBY GIVEN pursuant to a Refunding Bond Resolution duly
adopted by the Town Board of the Town of Southold, New York (the "Town") on November 16,
2004, that the Town has elected to call in and redeem on November 1, 2006 (the "Redemption
Date") all of the above-referenced Bonds (the "Redeemed Bonds"), maturing in the years 2007
and thereafter, at a price equal to the par amount of the Redeemed Bonds, plus a premium equal
to 2% of the principal amount of the bonds to be redeemed, plus accrued interest to the
Redemption Date. The Redeemed Bonds mature in the principal amount and have the CUSIP
numbers as follows:
Maturity Date Principal Amount CUSIP Number
November 1, 2007 $90,000 844572 EQ6
November 1, 2008 100,000 844572 ER4
November 1, 2009 100,000 844572 ES2
November 1, 2010 100,000 844572 ETO
November 1, 2011 100,000 844572 EU7
November 1, 2012 110,000 844572 EV5
November 1, 2013 110,000 844572 EW3
November 1, 2014 110,000 844572 EXI
November 1, 2015 110,000 844572 EY9
NOTICE IS HEREBY FURTHER GIVEN that the Redeemed Bonds maturing on
or after the Redemption Date should be presented and surrendered for payment as aforesaid on
the Redemption Date at the office of the Town Clerk, Town of Southold, 53095 Main Road,
Southold, New York 11971, (631) 765-1800, the paying agent of the Town for the Redeemed
Bonds.
NOTICE IS HEREBY FURTHER GIVEN that interest on the Redeemed Bonds
shall cease to be paid after the Redemption Date.
Federal law requires the payor to withhold at the current rate of withholding from
the payment if a certified taxpayer (social security) number is not provided. Please furnish a
properly completed Form W-9 or exemption certificate or equivalent when presenting your
securities.
•
468064.1 027825 AGMT
• Neither the Town nor the paying agent shall be responsible for the selection or
use of the CUSIP identification numbers printed herein or on the Redeemed Bonds nor is
any representation made as to the correctness of any CUSIP identification number shown herein
or printed on such Redeemed Bonds. Said CUSIP identification numbers are included solely
for the convenience of the holders.
Dated: 1 2006
TOWN OF SOUTHOLD, NEW YORK
•
468064.1 027825 AGMT
• Schedule A
Town of Southold, New York
Refunding Serial Bonds-2005
Escrow Deposit Fund
Investments
•
468064.1 027825 AGMT
•
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
CASH RECEIPTS FROM THE ESCROWED SECURITIES
AS OF FEBRUARY 8, 2005
$22,036.00 $985,968.00 $101,354.00 $11,062.00 $1,049,817.00
2.120000% 2.640000% 2.710000% 2.830000% 3.030000% Total
Payment SLGS (1) SLGS (1) SLGS (1) SLGS (2) SLGS (2) Cash
Date 01-May-05 15-Aug-05 01-Nov-05 01-May-06 01-Nov-06 Receipts
01-May-05 $22,140.95 $70.91 $7,205.46 $29,417.32
15-Aug-05 $999,375.00 999,375.00
01-Nov-05 $103,355.70 156.53 15,904.73 119,416.96
01-May-06 11,218.53 15,904.73 27,123.26
01-Nov-06 1,065,721.73 1,065,721.73
$22,140.95 $999,375.00 $103,355.70 $11,445.97 $1,104,736.65 $2,241054.27
(1) U.S. Treasury Certificate of Indebtedness (State and Local Government Series).
(2) U.S. Treasury Note or Bond (State and Local Government Series).
•
•
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
COMBINED ESCROW ACCOUNT DISBURSEMENT
REQUIREMENTS FOR THE REFUNDED BONDS
AS OF FEBRUARY 8, 2005
Debt Payment For
Refunded Refunded Total
Payment 1993 Bonds 1995 Bonds Debt
Date (Exhibit B-1) (Exhibit 13-2) Payment
15-Feb-05 $152,500.00 $152,500.00
01-May-05 $29,417.50 29,417.50
15-Aug-05 999,375.00 999,375.00
01-Nov-05 119,417.50 119,417.50
01-May-06 27,122.50 27,122.50
01-Nov-06 1,065 722.50 1,065,722.50
$1,151,875.00 $1,241,680.00 $2,393,555.00
•
•
TOWN OFSOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
•
CAUSEY DEMGEN & MOORE INC.
Certified Public Accountants and Consultants
Suite 4650
1801 California Street
Denver, Colorado 80202-2661
Telephone: (303) 296-2229
Facsimile: (303) 296-3731
February 8, 2005 www.edmcpa.com
Town of Southold Hawkins Delafield & Wood LLP
53095 Main Road 67 Wall Street
Southold, New York 11971 New York, New York 10005
Roosevelt & Cross, Inc. Munistat Services, hic.
One Exchange Plaza - 22nd Floor 12 Roosevelt Avenue
New York, New York 10006 Port Jefferson Station, New York 11776
We have completed our engagement to verify the mathematical accuracy of (a) the computations
relating to the adequacy of cash plus U.S. Treasury Securities to be held in escrow to pay the debt
service requirements of the following bonds (herein collectively referred to as the "Refunded
Bonds") issued by the Town of Southold, Suffolk County, New York (herein referred to as the
"Issuer"):
• 5.00% Various Purpose Serial Bonds - 1993, as described in Exhibit B-3 (herein
referred to as the 'Refunded 1993 Bonds"),
• Agricultural Land Preservation Serial Bonds - 1995, as described in Exhibit B-4
(herein referred to as the 'Refunded 1995 Bonds"),
and (b) the computations supporting the conclusion of Bond Counsel that the Refunding Serial
Bonds - 2005 (herein referred to as the "Refunding Bonds") are not "arbitrage bonds" under Section
148 of the Internal Revenue Code of 1986, as amended. We express no opinion on the attainability
of the assumptions or the tax-exempt status of the Refunding Bonds. Our verification was
performed solely on the schedules of proposed transactions, provided by Roosevelt & Cross, Inc.
(herein referred to as the "Underwriter"), and which are reflected in Exhibits A through D which
were prepared by us in performing the verification of the mathematical accuracy of the
computations in the schedules provided.
The scope of our engagement consisted of performing the procedures described herein. These
procedures were performed in a manner that we deem to be appropriate.
The accompanying exhibits of proposed transactions were prepared on the basis of assumptions and
in accordance with the procedures described herein. We did not independently confirm the
information used with outside parties.
• CDM
Town of Southold
. February 8, 2005
Page 2
OUR UNDERSTANDING OF THE TRANSACTION
The Refunding Bonds are to be issued on February 8, 2005 to advance refund the Refunded Bonds.
A portion of the proceeds of the Refunding Bonds will be used to purchase U.S. Treasury Securities
and to provide cash which will be placed into an escrow account to advance refund the Refunded
Bonds.
The Escrow Agent will pay the debt service requirements of the Refunded 1993 Bonds on each
scheduled payment date through and including August 15, 2005 and will redeem those Refunded
1993 Bonds maturing on and after February 15, 2006, at a redemption price equal to par, on
August 15, 2005.
The Escrow Agent will pay the debt service requirements of the Refunded 1995 Bonds on each
scheduled payment date through and including November 1, 2006 and will redeem those Refunded
1995 Bonds maturing on and after November 1, 2007, at a redemption price equal to 102% of par,
on November 1, 2006 which is the first optional redemption date for these bonds.
ESCROW ACCOUNT TRANSACTIONS
We verified the mathematical accuracy of the accompanying calculations of the escrow account
transactions proposed to advance refund the Refunded Bonds.
The presently outstanding debt service requirements of the Refunded Bonds, as described above,
will be satisfied by the purchase of U.S. Treasury Securities (as described in Exhibit A-2) plus
$152,520.73 in cash. The securities and cash will be placed in an irrevocable escrow account until
the Refunded Bonds are redeemed as previously described.
We read copies of the Official Statements for the Refunded Bonds insofar as the obligations are
described with respect to principal outstanding, interest rates, maturity dates, and redemption
provisions. We assumed these documents to be accurate, and all debt service payments on the
Refunded Bonds to be current as of February 8, 2005. We compared the above information set
forth in such documents with the related information contained in the schedules provided to us and
found the information to be consistent.
We read a copy of the application for the purchase of the U.S. Treasury Securities (State and Local
Government Series) to be placed in the escrow account insofar as such securities are described with
respect to maturity dates, maturing principal amounts, interest rates, and first interest payment
dates. We compared the above information set forth in such application with the related
information in the schedules provided to us and found the information to be consistent.
We compared the subscribed interest rates of the U.S. Treasury Securities (State and Local
Government Series) to be purchased and placed in escrow with the maximum allowable interest
rates as published in the Department of the Treasury, Bureau of the Public Debt Form PD 4262 for
January 20, 2005 and found the subscribed rates to be less than or equal to the maximum allowable
• rates that were in effect on the subscription date for each respective maturity date.
SOUR. bd 29377
Town of Southold
• February 8, 2005
Page 3
Based on the procedures and information set forth above, the computations provided to us and
represented in Exhibits A through B-2, which indicate that the cash and securities proposed to be
placed in escrow by the Issuer will produce the amounts necessary to provide for the timely
payment of the proposed debt payment schedule on the Refunded Bonds, are mathematically
correct.
YIELD ON THE REFUNDING BONDS
We verified the mathematical accuracy of the accompanying computations of the yield on the
Refunding Bonds as of February 8, 2005. For purposes of this calculation, yield is defined as the
rate of interest which, using the assumptions and procedures set forth herein, discounts the
payments to be made on the Refunding Bonds to an amount equal to the target purchase price of the
Refunding Bonds. The computations were made using a 360-day year with interest compounded
semi-annually and treated $12,832.95 as the original issue premium (which results in a target
purchase price of $2,392,832.95).
Based upon the procedures and information set forth above, the computations provided to us and
represented in Exhibits C and C-1, which indicate that the yield on the Refunding Bonds is
3.10614%, are mathematically correct.
YIELD ON THE INVESTMENT IN ESCROWED OBLIGATIONS PURCHASED WITH
REFUNDING BOND PROCEEDS
We verified the mathematical accuracy of the accompanying computation of the yield on the
investment in escrowed U.S. Treasury Securities purchased with Refunding Bond proceeds based
on an assumed settlement date of February 8, 2005 and a purchase price of $2,170,237.00 For
purposes of this calculation, yield is defined as the rate of interest which, using the assumptions and
procedures set forth herein, discounts the cash receipts from the escrowed securities to an amount
equal to the purchase price of the escrowed securities. The computations were made using a 360-
day year with interest compounded semi-annually and were based on the dates the funds are to be
received in the escrow account and assume that all cash balances are not reinvested.
Based upon the procedures and information set forth above, the computations provided to us and
represented in Exhibit D, which indicate that the yield on the escrowed securities purchased with
Refunding Bond proceeds is 2.92372% which is less than the yield on the Refunding Bonds, are
mathematically correct.
USE OF THIS REPORT
It is understood that this report is solely for the information of and assistance to the addressees
hereof in connection with the offering of the Refunding Bonds and is not to be used, relied upon,
circulated, quoted or otherwise referred to for any other purpose without our written consent, except
that (i) reference may be made in the Official Statement for the Refunding Bonds in the section
captioned "Verification of Mathematical Computations," (ii) reference may be made to the report in
the purchase contract or in any closing documents pertaining to the offering of the Refunding
• Bonds, (iii) the report may be used in its entirety as an exhibit to the escrow agreement for the
Souftld 29377
Town of Southold
• February 8, 2005
Page 4
Refunded Bonds, (iv) the report may be included in the transcripts pertaining to the issuance of the
Refunding Bonds, (v) the report may be relied upon by Bond Counsel in. connection with its
opinions concerning the Refunded Bonds and the Refunding Bonds, (vi) the report may be relied
upon by any rating agency or bond insurer that shall have rated or insured or that will rate or insure
the Refunded Bonds or the Refunding Bonds, and (vii) the report may be relied upon by the Escrow
Agent for the Refunded Bonds.
The scope of our engagement is deemed by the addressees hereto to be sufficient to assist such
parties in evaluating the mathematical accuracy of the various computations cited above. The
sufficiency of this scope is solely the responsibility of the specified users of this report and should
not be taken to supplant any additional inquiries or procedures that the users would undertake in
their consideration of the issuance of the bonds related to the transaction described herein. We
make no representation regarding the sufficiency of the scope of this engagement. This report
should not be used by any party who does not agree to the scope set forth herein and who does not
take responsibility for the sufficiency and appropriateness of such scope for their purposes.
We have no obligation to update this report because of events, circumstances, or transactions
occurring subsequent to the date of this report.
Very truly yours,
• sowwid M377
•
TOWN OF SOUTAOLD EXHIBIT A
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
ESCROW ACCOUNT CASH FLOW
AS OF FEBRUARY 8, 2005
Total Cash
Receipts From Cash
U.S. Treasury Disbursements
Securities From Escrow Cash
Date (Exhibit A-1) (Exhibit B) Balance
Beginning
Balance: $152,520.73
15-Feb-05 $152,500.00 20.73
01-May-05 $29,417.32 29,417.50 20.55
15-Aug-05 999,375.00 999,375.00 20.55
01-Nov-05 119,416.96 119,417.50 20.01
01-May-06 27,123.26 27,122.50 20.77
01-Nov-06 1,065,721.73 1,065,722.50 20.00
$2,241,054.27 $2,393,555.00
0
•
TOWN OF SOUTHOLD EXHIBIT A-1
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
CASH RECEIPTS FROM THE ESCROWED SECURITIES
AS OF FEBRUARY 8, 2005
$22,036.00 $985,968.00 $101,354.00 $11,062.00 $1,049,817.00
2.120000% 2.640000% 2.710000% 2.830000% 3.030000% Total
Payment SLGS (1) SLGS (1) SLGS (1) SLGS (2) SLGS (2) Cash
Date 01-May-05 15-Aug-05 01-Nov-05 01-May-06 01-Nov-06 Receipts
01-May-05 $22,140.95 $70.91 $7,205.46 $29,417.32
15-Aug-05 $999,375.00 999,375.00
01-Nov-05 $103,355.70 156.53 15,904.73 119,416.96
01-May-06 11,218.53 15,904.73 27,123.26
01-Nov-06 1,065,721.73 1,065,721.73
$22,240.95 $999,375.00 $103,355.70 $11,445.97 $1,104,736.65 $2,241,054.27
(1) U.S. Treasury Certificate of Indebtedness (State and Local Government Series).
(2) U.S. Treasury Note or Bond (State and Local Government Series).
•
EXHIBIT A-2
• TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
DESCRIPTION OF THE ESCROWED SECURITIES
AS OF FEBRUARY 8, 2005
Settlement Maturity Par Coupon
Type Date Date Amount Rate Price Cost
SLGS 08-Feb-05 01-May-0S $22,036.00 2.120% 100.000% $22,036.00
SLGS 08-Feb-05 15-Aug-05 985,968.00 2.640% 100.000% 985,968.00
SLGS 08-Feb-05 01-Nov-05 101,354.00 2.710% 100.000% 101,354.00
SLGS 08-Feb-05 01-May-06 11,062.00 2.830% 100.000% 11,062.00
SLGS 08-Feb-05 01-Nov-06 1,049,817.00 3.030% 100.000% 1,049,817.00
$2;170,237.00 $2,170,237.00
•
EXHIBIT B
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS- 2005
COMBINED ESCROW ACCOUNT DISBURSEMENT
REQUIREMENTS FOR THE REFUNDED BONDS
AS OF FEBRUARY 8, 2005
Debt Payment For
Refunded Refunded Total
Payment 1993 Bonds 1995 Bonds Debt
Date (Exhibit B-1) (Exhibit B-2) Payment
15-Feb-05 $152,500.00 $152,500.00
01-May-05 $29,417.50 29,417.50
15-Aug-05 999,375.00 999,375.00
01-Nov-05 119,417.50 119,417.50
01-May-06 27,122.50 27,122.50
01-Nov-06 1,065,722.50 1,065,722.50
$1,151,875.00 $1,241,680.00 $2,393,555.00
•
•
TOWN OF SOUTHOLD EXHIBIT B-I
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS
FOR THE REFUNDED 1993 BONDS
AS OF FEBRUARY 8, 2005
Payment For
Payment Maturing Principal
Date Rate Principal Redeemed Interest Total
15-Feb-05 5.000% $125,000.00 $27,500.00 $152,500.00
15-Aug-05 5.000% $975,000.00 24,375.00 999,375.00
$125000.00 $975000.00 551875.00 $1151875.00
•
•
TOWN OF SOUTHOLD EXHIBIT B-2
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS
FOR THE REFUNDED 1995 BONDS
AS OF FEBRUARY 8, 2005
Payment For
Payment Maturing Principal
Date Rate Principal Redeemed Interest Premium Total
01-May-05 $29,417.50 $29,417.50
01-Nov-05 5.100% $90,000.00 29,417.50 119,417.50
01-May-06 27,122.50 27,122.50
01-Nov-06 Various 90,000.00 $930,000.00 27,122.50 $18,600.00 1,065,722.50
$180,000.00 $930,000.00 $113,080.00 $18,600.00 $1,241,680.00
•
EXHIBIT B-3
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
• REFUNDING SERIAL BONDS - 2005
DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 1993 BONDS
ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY
AS OF FEBRUARY 8, 2005
(FOR INFORMATIONAL PURPOSES ONLY)
Total
Payment Payment For Debt
Date Rate Principal lntemt Payment
15-Feb-05 5.000% $125,000.00 $27,500.00 $152,500.00
15-Aug-05 24,375.00 24,375.00
15-Feb-06 5.000% 125,000.00 24,375.00 149,375.00
15-Aug-06 21,250.00 21,250.00
15-Feb-07 5.000% 125,000.00 21,250.00 146,250.00
15-Aug-07 18,125.00 18,125.00
15-Feb-08 5.000% 125,000.00 18,125.00 143,125.00
15-Aug-08 15,000.00 15,000.00
15-Feb-09 5.000% 150,000.00 15,000.00 165,000.00
15-Aug-09 11,250.00 11,250.00
15-Feb-10 5.000% 150,000.00 11,250.00 161,250.00
15-Aug-10 7,500.00 7,500.00
15-Feb-1 1 5.000% 150,000.00 7,500.00 157,500.00
15-Aug-11 3,750.00 3,750.00
15-Feb-12 5.000% 150,000.00 3,750.00 153,750.00
$1,100,000.00 $230,000.00 $1,330,000.00
•
EXHIBIT B-4
TOWN OF SOUTHOLD
• SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 1995 BONDS
ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY
AS OF FEBRUARY 8, 2005 -
(FOR INFORMATIONAL PURPOSES ONLY)
Total
Payment Payment For Debt
Date Rate Principal Interest Payment
01-May-05 $29,417.50 $29,417.50
01-Nov-05 5.100% $90,000.00 29,417.50 119,417.50
01-May-06 27,122.50 27,122.50
01-Nov-06 5.100% 90,000.00 27,122.50 117,122.50
01-May-07 24,827.50 24,827.50
01-Nov-07 5.100% 90,000.00 24,827.50 114,827.50
01-May-08 22,532.50 22,532.50
01-Nov-08 5.100% 100,000.00 22,532.50 122,532.50
01-May-09 19,982.50 19,982.50
01-Nov-09 5.200% 100,000.00 19,982.50 119,982.50
01-May-10 17,382.50 17,382.50
01-Nov-10 5.300% 100,000.00 17,382.50 117,382.50
O1-May-l1 14,732.50 14,732.50
01-Nov-1 1 5.375% 100,000.00 14,732.50 114,732.50
01-May-12 12,045.00 12,045.00
01-Nov-12 5.400% 110,000.00 12,045.00 122,045.00
01-May-13 9,075.00 9,075.00
01-Nov-13 5.500% 110,000.00 9,075.00 119,075.00
01-May-14 6,050.00 6,050.00
01-Nov-14 5.500% 110,000.00 6,050.00 116,050.00
01-May-15 3,025.00 3,025.00
01-Nov-15 5.500% 110,000.00 3,025.00 113,025.00
$1,110,000.00 $372,385.00 $1,482,385.00
•
•
TOWN OF SOUTHOLD EXHIBIT C
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
YIELD ON THE REFUNDING BONDS
AS OF FEBRUARY 8, 2005
Present Value at
Total February 8, 2005
Debt Using a Semi-Annually
Payment Payment Compounded Yield of
Date (Exhibit C-1) 3.10614%
15-Feb-05 $281,379.83 $281,211.24
15-Aug-05 31,981.25 31,473.29
15-Feb-06 276,981.25 268,413.24
15-Aug-06 28,918.75 27,595.61
15-Feb-07 268,918.75 252,690.26
15-Aug-07 25,918.75 23,982.17
15-Feb-08 270,918.75 246,842.73
15-Aug-08 22,550.00 20,231.81
15-Feb-09 287,550.00 254,043.74
15-Aug-09 18,575.00 16,159.61
15-Feb-10 278,575.00 238,644.33
15-Aug-10 14,675.00 12,379.24
15-Feb-11 269,675.00 224,008.00
15-Aug-11 10,531.25 8,614.10
15-Feb-12 270,531.25 217,898.44
15-Aug-12 5,981.25 4,743.90
15-Feb-13 115,981.25 90,581.25
15-Aug-13 4,056.25 3,119.48
15-Feb-14 114,056.25 86,374.09
15-Aug-14 2,062.50 1,538.03
15-Feb-15 112,062.50 82,288.39
$2,711,879.83 $2,392,832.95
Dated Date: 08-Feb-05
Delivery Date: 08-Feb-05
The above aggregate present value of the future
payments equals the following:
Par Value of the Issue $2,380,000.00
Original Issue Premium 12,832.95
Proceeds on Delivery Date $2,392,832.95
•
• EXHIBIT C-1
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
REFUNDING BOND DEBT SERVICE REQUIREMENTS AND PRODUCTION
AS OF FEBRUARY 8, 2005
Total Original Issue
Payment Payment For Debt Reoffering Premium/ Total
Date Rate Principal Interest Payment Price (Discount) Production
15-Feb-05 2.500% $280,000.00 $1,379.83 $281,379.83 100.009% $25.20 $280,025.20
15-Aug-05 31,981.25 31,981.25
15-Feb-06 2.500% 245,000.00 31,981.25 276,981.25 100.300% 735.00 245,735.00
15-Aug-06 28,918.75 28,918.75
15-Feb-07 2.500% 240,000.00 28,918.75 268,918.75 100.195% 468.00 240,468.00
15-Aug-07 25,918.75 25,918.75
15-Feb-08 2.750% 245,000.00 25,918.75 270,918.75 100.577% 1,413.65 246,413.65
15-Aug-08 22,550.00 22,550.00
15-Feb-09 3.000% 265,000.00 22,550.00 287,550.00 101.135% 3,007.75 268,007.75
15-Aug-09 18,575.00 18,575.00
15-Feb-10 3.000% 260,000.00 18,575.00 278,575.00 100.463% 1,203.80 261,203.80
15-Aug-10 14,675.00 14,675.00
15-Feb-1 1 3.250% 255,000.00 14,675.00 269,675.00 100.817% 2,083.35 257,083.35
15-Aug-11 10,531.25 10,531.25
15-Feb-12 3.500% 260,000.00 10,531.25 270,531.25 101.243% 3,231.80 263,231.80
15-Aug-12 5,981.25 5,981.25
15-Feb-13 3.500% 110,000.00 5,981.25 115,981.25 100.000% 0.00 110,000.00
15-Aug-13 4,056.25 4,056.25
15-Feb-14 3.625% 110,000.00 4,056.25 114,056.25 100.190% 209.00 110,209.00
15-Aug-14 2,062.50 2,062.50
15-Feb-15 3.750% 110,000.00 2,062.50 112,062.50 100.414% 455.40 110.455.40
$2,380,000.00 $331,879.83 $2,711,879.83 $12,832.95 $2,392,832.95
•
•
TOWN OFSOUTHOLD EXHIBIT D
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
ESCROW YIELD CALCULATION
AS OF FEBRUARY 8, 2005
Total Cash Present Value at
Receipts From February 8, 2005
U.S. Treasury Using a Semi-Annually
Securities Compounded Yield of
Date (Exhibit A-1) 2.92372%
01-May-05 $29,417.32 $29,221.12
15-Aug-05 999,375.00 984,420.33
01-Nov-05 119,416.96 116,911.42
01-May-06 27,123.26 26,171.58
01-Nov-06 1,065,721.73 1,013,512.55
$2,241,054.27 $2,170,237.00
Total Cost of Securities $2,170,237.00
•
• EXHIBIT E
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
REFUNDING SERIAL BONDS - 2005
SOURCES AND USES OF FUNDS
AS OF FEBRUARY 8, 2005
Sources of Funds:
Par Value of the Refunding Bonds $2,380,000.00
Original Issue Premium 12,832.95
Total Sources of Funds $2,392,832.95
Uses of Funds:
Beginning Escrow Account Cash Balance $152,520.73
Cost of the Escrowed Securities 2,170,237.00
Underwriter's Discount 20,000.00
Issuance Costs 47,000.00
Contingency 3,075.22
Total Uses of Funds $2,392,832.95
•
JMIY-LO-GGGJ V1 -16 I'IUULTS Yr'U tHSItKIY ItH1'I 21L =0 041d F. Ke
• Moods Inv®ston Service
99 Church Street
New York, New York 10007
January 19, 2005 Bill Leech
Senior Vice President
Public Finance Group .
Mr. John Cushman Tek 212.553.4132
Town Comptroller fax: 212.553.1390
Southold (Town of) NY
Town Hall
53095 Main Road
Southold, NY 11971
Dear Mr. Cushman:
We wish to inform you that on January 18, 2005, Moody's Rating Committee reviewed
and assigned a rating of Al to Southold (Town of) NY's Refunding Serial Bonds, Series
2005.
In order for us to maintain the currency of our ratings, we request that you provide
ongoing disclosure, including annual financial and statistical information.
Moody's will monitor this rating and reserves the right, at its sole discretion, to revise or
withdraw this rating at any time in the future.
The rating, as well as any revisions or withdrawals thereof, will be publicly disseminated
by Moody s through normal print and electronic media and in response to verbal requests
to Moody's ratings desk.
Should you have any questions regarding the above, please do not hesitate to contact me
or the analyst assigned to this transaction, Jenny Maloney, at 212-553-1388.
Sincerely,
1 Leech
Senior Vice President
cc:
Mr. Robort Sikora
Munistat services, Inc.
• 12 Roomelt Avenue
Pox Jeffemo rson Station, NY 11776
Jrrrv-ea-,MD e1010 - 19uuur5 rr•u tH ItKN htHM 212 55J 0412 P.03
MOODY'S ASSIGNS AN Al RATING TO THE TOWN OF SOUTHOLD'S (NY) $2.41 MILLION R... Page I of 3
0 Global Credit Research
New Issue
• "E"a"'a ateoR, "relies 19 JAN 2005
Now Issue: Southold (Town of) NY
MOODY'S ASSIGNS AN Al RATING TO THE TOWN OF SOUTHOLD'S (NY) $2.41 MILLION REFUNDING
SERIAL BONDS, 2005
UPGRADE TO At FROM A2 AFFECTS $10.5 MILLION IN OUTSTANDING PARITY DEBT, INCLUDING
THE CURRENT ISSUE
Municipality
NY
Moody's Rating
ISSUE RATING
Refunding Serial Bonds, Sodas 2005 Al
Sale Amount $2,410,000
Expected Sale Dale 01r&W
Rating Desrxiption General Obligation Unlimited Tax Bonds
Opinion
NEW YORK, Jan 19, 2005 - Moody's Investors Service has assigned an Al rating to the Town of Southold's
(NY) $2A1 million Refunding Serial Bonds, 2005. Concurrently, Moody's has upgraded the town's rating to
Al from A2, affecting $10.5 million of outstanding parity debt, including the current Issue. Thew bonds are
secured by the town's general obligation, unlimited tax pledge. Proceeds will be used to advanced refund a
portion of the town's outstanding Agricultural Land Preservation Serial Bonds, 1695 ($1.1 million) and
Various Purposes Serial Bonds, 1993 ($1.11 million) for a net present value savings of approximately 3.3%
of refunded principal.
The upgrade to Al reflects the town's strong General Fund balance (28.5% of General Fund revenues in
fiscal 2004 compared to 19% In fiscal 1996) and considerable full value growth (more than doubling to $6.6
Won full valuation in 2005 from $3.1 billion In 1999) driven primarily by market appreciation. The Al rating
also reflects the towns low burden with limited plans for long-term debt and above-average income levels.
STRONG FINANCIAL POSITION CHARACTERIZED BY AMPLE RESERVES
Moody's believes that the town will continue to maintain healthy financial operations with ample reserves due
to its conservative budgeting practices. The town continued its two-year trend of operating surpluses by
adding $1.5 million to its General Fund balance, ending fiscal 20D3 with $5.3 million (28.5% of General Fund
revenues) driven primarily by state aid revenues over budget ($888,000) and expenditure savings related to
employes benefits (51258 million). At year-end fiscal 2004, the town anticipates adding another large surplus
(approximately $2.8 rrillon) to Increase General Fund balance to $8.1 million, inducing a $1.3 million reserve
for insurance dolms. The operating surplus in fiscal 2004 was largely a result of mortgage tax revenues in
excess of budget ($1 A million), revenue from the sale of property In excess of budget ($150,000), and
savings from lower than expected employee retirement costs ($500,000), buildings and grounds ($200,000)
and heath care (8172,000). In fiscal 20M, the town expects to generate another operating surplus, thereby
Increasing lts General Fund balance, and appropriate $fly percent of its surplus, in line with the town's fund
balance policy. Continued growth In reserves will be a positive factor in assessing credit quality in the future.
In 2004, the State of New York and the Town of Southold reached a settlement related to a fuel spill on a
piece of property in which the town will pay a penalty of $818,631 in installments over two years. The first
ant was made in fiscal 2004 ($220,000), and the remainder will be paid In fiscals 2005 ($378,830) and
($220,000).
The towns primary revenue source. property Was (78.7% of fiscal 2003 revenues), is remitted in full each
year adding predictability to revenues and cash flow. State aid, the second largest revenue source,
accounted for 12.6% of fiscal 2003 revenues.
L.. ./4........,`_.. J.... _J_... ___.a~___..___L~_~__m___~nT___.N Jtnnnnen l non ^^I l nnnnn An 1Ann^nne
JH11-4a dvjw' U4.10 PLJULT5 1'rU tH51tKN ItHI'I 212 553 0412 F. 04
MOODY'S ASSIGNS AN Al RATING TO THE TOWN OF SOCITHOLD'S ('NY) $2.41 MILLION R... Page 2 of 3
ABOVE AVERAGE GROWTH IN TAX BASE DRIVEN BY MARKET APPRECIATION
MOWS believes that the town's $6.84 billion tax base will continue to experience above average full
a cation growth (albeit at a more moderate rate), averaging 16.8% annually since 1988) from market
preciation. Assessed valuations, which have increased at a more moderate rate of 2.4% annually over the
same period are expected to Increase when the current building moratorium is lifted in March 2005. Located
In eastem Suffolk Courtly (rated A2 an watchiist for possible upgrade) on the north fork of Long Island,
approximately 95 miles and two hours hom New York City (rated A2/positNe outkwk), the town is primarily a
Kral rosort community, with an increasing number of year-round residents and fewer seasonal resider. An
increasing nurr~er of retirees now reside in town, reflected in the 7% increase of the 75 and rider population
from 1890 to 2000 and by the fawn's largest ta~ayer, Pecon~ Landing at Southold, a 250•unit age-
restrictedlassisted living community that flfst opened in 2001 and was onmpleted in 2003. Housing levels,
above New York state medians (146.9%), are reflected in the slid full value per capita of $318,790.
LOW DEBT BURDEN EXPECTED TO REMAIN MANAGEABLE
Moody's expects the town's debt burden (1.2% of full valuation, and 0.3% direct debt) to remain low given
rapid amortization of principal (85.4% in 10 years) and limited additional borrowing plans in the medium-term.
In the new three months, the town expects to Issue $3 million to permanently finance outstanding bond
anticipation notes. In general, the town issues $1 million in bond anticipation notes each year. Issuing bonds
every few years to permanently finance the notes. Debt service is a manageable 5.2% of fiscal 2003 General
Fund expenditures.
KEY STATISTICS
2000 Population: 20,599.
1999 Per capita income of the state): $27,619 (118.1
1999 Median family income of state): $61,108 (118.2%)
2000 Median housing value of state): $218,400 (146.9%)
2004 Full valuation: $8.8 billion
2004 Fun value per capita: $318,790
Direct debt burden: 0.3%
Overall debt burden: 1.2%
Payout of principal: 85.4% over 10 years
FY03 General Fund balance: $5.3 million (28.5% of General Fund revenues)
Post-sale parity debt outstanding: $10.5 million
Analysts
Jenny L. Maloney
Analyst
Public Finance Group
Moody's Investors Service
Edith Behr
Backup Analyst
Public Finance Group
40oody's Investors Service
nda Hird
Director
Public Finance Group
Moody's Investors Service
Ann, lnnnM An T/nn/nnnc
- D
Blanket Issuer Letter of Representations
fro be Completed by Issuer]
TOWN OF SOUTHOLD, NEW YORK
[Name of Issuer]
10/12/95
Date
Attention: Underwriting Department - Eligibility
The Depository Trust Company _
55 Water Street; 50th Floor -
New York, NY 10041-0099
Ladies and Gentlemen:
This letter sets forth our understanding with respect to all issues (the "Securities") that Issuer
shall request be made eligible for deposit by The Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance
with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply
with the requirements stated in DTC's Operational Arrangements, as they may be amended from
time to time.
Note: Verytrulyyours,
Schedule A contains statements that DTC believes
accurately tf describe DTC, the
securities distributed through effecting,
and
certamrelatedttustters. Town of Sout ld, N Yo
(Issue
BY ,
((Au Pam)
Received and Accepted: Name: Thomas Wickham
THE DEPOSITORY TRUSTC~VepAN;~ Title: Supervisor
By, Telephone N: 516/765-1800
Address; 53095 Main Rd. - TownHall
Southold, New York 11971
•
a
a
THE DEPOSITORY TRUST COMPANY
55 Water Street
New York, New York 10041 SUBJECT TO COUNT
VIP'T n: Underwriting Packaging Department AND EXAMINATION
(212) 558-8520
(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
$2,380,000 Refunding Serial Bonds-2005, dated February 8, 2005, maturing February 15, 2005-2015
CUSIP # 844572 GW 1-HG5 (ELEVEN CERTIFICATES) $ VALUE $2,380,000
The Depository Trust Company (DTC) acknowledges receipt from Hawkins Delafield & 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 instructed 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 instructed 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 instruction 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 destruction of any kind of said securities while they are in the possession, custody or
control of DTC,.4s officers or employees or in the event securities are released from the control of DTC without the specific approval of the
Agent pursuant this S keeping Agreement.
c°r W
Flni AGENT
The Depository Tru Company
ro
z
By' ` By'
~
x
Title:
C~k ti Title: SUPERVISOR r
Date: Date: b
Authorized Representative of Trustee/Agent v
PRINT NAME ORGANIZATION
( )
TELEPHONE NO.
PRINT NAME ORGANIZATION
( )
TELEPHONE NO.
PRINTNAME ORGANIZATION ( l
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
is 468922.1 027825 MSC
• N
5
D®
REGISTERED REGISTERED
NO. R-1 $280,000
s
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UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2005 2.50% February 8, 2005 844572 GWl
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TWO HUNDRED EIGHTY THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
' (stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent") or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 the most recent interest payment
date to which interest has been paid, at the TE (stated above), payable on
February 15, 2005, August 15, 2005 and se ereafter on February 15 and August 15
in each year until maturity. Interest here a payable on each interest payment date to the
registered owner hereof at his address it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
a~ The art ancre rt o such Town o Southold are hereby irrevocably pledged to
the punctual payment of the principal of and interest on this bond according to its terms.
a
NN
It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York to exist, to have happened and to have been
performed precedent to and in the issuance of this bond, exist, have happened and have been
performed, and that the issue of bonds of which this is one, together with all other indebtedness
of the 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 bond to be
executed in its name by the manual signature of its Supervisor and its corporate seal (or a
facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and
attested by the manual signature of the Town Clerk.
TOWN OF SOUTHOLD
V
(SEAL) By ACC 4*
isor
ATTEST:
IML rk
S
y
D
ao Town of Southold, New York
Refunding Serial Bond-2005
a
This bond is one of an authorized issue, the principal amount of which is
$2,380,000, 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 (the "Law"), the refunding
bond resolution duly adopted by the Town Board of the Town on November 16, 2005,
authorizing the issuance of not to exceed $3,500,000 refunding serial bonds of the Town to
provide funds required by the Town to refund certain serial bonds of the Town as referred to
therein, and the Certificate of Determination executed by the Supervisor as of January 20, 2005,
determining the terms, form and details of issuance of said refunding serial bonds (the "Bonds")
and providing for their private sale (the "Certificate of Determination").
The Bonds are issuable in the form of registered bonds without coupons in
denominations of $5,000, or any integral multiple thereof
This Bond is transferable or exchangeable, as provided in the Certificate of
Determination, only upon the books of the Town kept for that purpose, by the registered owner
hereof in person, or by his attorney duly authorized in writing, upon the surrender of this bond
together with a written instrument of transfer or exchange satisfactory to the Town duly executed
by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or
Bonds, in the same aggregate principal amount and of the same maturity, shall be issued to the
transferee or the registered owner in exchange therefor as provided in the Certificate of
Determination and upon the payment of the charges, if any, therein prescribed.
The Bonds maturing will not be subject to redemption prior to maturity.
s
0
IMAM
a~
G
yN
Hawkins Delafield & Wood LLP
67 Wall Street
New York, New York 10005
A.
The Town Board of the
Town of Southold, in the
A County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the sale and issuance of
$2,380,000 aggregate principal amount Refunding Serial Bonds-2005 (the "Bonds") of the Town
of Southold (the "Town"), in the County of Suffolk, New York.
The Bonds are 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 refunding
bond resolution duly adopted by the Town Board on November 16, 2005, authorizing the
issuance of not to exceed $3,500,000 refunding serial bonds of the Town to provide funds
required by the Town to refund certain serial bonds of the Town as referred to therein, and the
Certificate of Determination executed by the Supervisor as of January 20, 2005, determining the
terms, form and details of issuance of said refunding serial bonds and providing for their private
sale.
The Bonds are dated February 8, 2005, mature on February 15 in the respective
principal amounts in each of the following years, and bear interest at the respective rates per
annum payable on February 15, 2005, August 15, 2005 and semi-annually thereafter on February
15 and August 15 in each year until maturity, as set forth below:
Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2005 $280,000 2.50% 2011 255,000 3.25%
2006 245,000 2.50 2012 260,000 3.50
T 2007 240,000 2.50 2013 110,000 3.50
2008 245,000 2.75 2014 110,000 3-5/8
2009 265,000 3.00 2015 110,000 3.75
2010 260,000 3.00
r
c
y _
b
a on s are issue only in fully registered form without interest coupons, in the
a name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an
N automated depository for securities and clearinghouse for securities transactions which will
maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond
will be initially issued for each maturity in the aggregate principal amount of such maturity.
Purchases of ownership interests in the Bonds will be made in book-entry form in denominations
of $5,000 or any integral multiple thereof
In our opinion, said Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. The
enforceability of rights or remedies with respect to such Bonds 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
ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in
order that interest on the Bonds be and remain excluded from gross income under Section 103 of
the Code. These requirements include, but are not limited to, requirements relating to use and
expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross
proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be
rebated to the Federal government. Noncompliance with such requirements may cause interest
on the Bonds to become included in gross income for Federal income tax purposes retroactive to
their issue date, irrespective of the date on which such noncompliance occurs or is discovered.
The Town has covenanted to comply with certain applicable requirements of the Code to assure
the exclusion of interest on the Bonds from gross income under Section 103 of the Code.
In our opinion, under existing statutes and court decisions and assuming
continuing. compliance with certain tax covenants described herein, (i) interest on the Bonds is
excluded from gross income for Federal income tax purposes pursuant to Section 103 of the
Code, and (ii) interest on the Bonds 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 on such corporations. In rendering this
opinion, we have relied on certain representations, certifications of fact, and statements of
reasonable expectations made by the Town in connection with the Bonds, and we have assumed
compliance by the Town with certain ongoing covenants to comply with applicable requirements
of the Code to assure the exclusion of interest on the Bonds from gross income under Section
103 of the Code.
A. In addition, in our opinion, under existing statutes, interest on the Bonds is
exempt from personal income taxes of New York State and its political subdivisions, including
The City of New York.
We express no opinion regarding any other Federal or state tax consequences with
respect to the Bonds. We render our opinion under existing statutes and court decisions as of the
issue date, and assume no obligation to update our opinion after the issue date to reflect any
o 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 Bonds, or under state and local tax law.
We have examined the executed first numbered Bond of said issue and, in our
opinion, the form of said Bond and its execution are regular and proper.
Very truly yours,
/s/ Hawkins Delafield & Wood LLP
A.
f..
T'
O
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N
D
0
ASSIGNMENT
D
FOR VALUE RECEIVED, the Undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
A.
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
the within Bond and does hereby irrevocably constitute and appoint
Attorney
to transfer said Bond on the books kept for registr ation of said Bond, with full power of
substitution in the premises.
s.
Dated:
Signature Guaranteed: Notice: The signature to
Notice: Signature(s) must be this assignment must cor-
acknowledged or proved, or in the respond with the name as
alternative, certified as to its it appears upon the face
genuineness by an officer of a bank of the within bond in
or trust company located and authorized every particular, without
to do business in New York State. alteration or enlargement or any
change whatever.
s
a
C
y
D
REGISTERED REGISTERED
NO. R-2 $245,000
x
aN
0a UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2006 2.50% February 8, 2005 844572 GX9
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TWO HUNDRED FORTY-FIVE THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent'), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
C
C
l~
D
p
n~ GISTERED REGISTERED
NO. R-3 $240,000
I~
$ UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2007 2.50% February 8, 2005 844572 GY7
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TWO HUNDRED FORTY THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
s
,ti
REGISTERED
a~ REGISTERED
NO. R-4 $245,000
D
NN
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
s
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2008 2.75% February 8, 2005 844572 GZ4
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TWO HUNDRED FORTY-FIVE THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent'), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
C
C
N
D
M
ac REGISTERED REGISTERED
NO. R-5 $265,000
NN
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2009 3.00% February 8, 2005 844572 HA8
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TWO HUNDRED SIXTY-FIVE THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
r
D®
a~ REGISTERED REGISTERED
NO. R-6 $260,000
ON
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2010 3.00% February 8, 2005 844572 HB6
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TWO HUNDRED SIXTY THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
s
d q A
® REGISTERED REGISTERED
NO. R-7 $255,000 .4
NN
s UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2011 3.25% February 8, 2005 844572 HC4
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TWO HUNDRED FIFTY-FIVE THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be finished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
s
0
fN
D
flimil
Pill
M0 REGISTERED REGISTERED
iF NO. R-8 $260,000
m
aN UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
Y'
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
e MATURITY DATE RATE ISSUE NUMBER
February 15, 2012 3.50% February 8, 2005 844572 HD2
REGISTERED OWNER: CEDE & CO.
A.
PRINCIPAL SUM: TWO HUNDRED SIXTY THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
C
c
N
D
d
WIL
1 1111 1, 101 11
M0 REGISTERED REGISTERED
NO. R-9 $110,000
D
ON
a UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSI,
MATURITY DATE RATE ISSUE NUMBER
February 15, 2013 3.50% February 8, 2005 844572 HEO
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: ONE HUNDRED TEN THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
s
N
D
n~ REGISTERED REGISTERED
NO. R-10 $110,000
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSH,
MATURITY DATE RATE ISSUE NUMBER
February 15, 2014 3.625% February 8, 2005 844572 HF7
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: ONE HUNDRED TEN THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, s
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
s
0
N
D
n® REGISTERED REGISTERED
a NO. R-11 $110,000
n
~N
g UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
REFUNDING SERIAL BOND-2005
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
February 15, 2015 3.75% February 8, 2005 844572 HG5
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: ONE HUNDRED TEN THOUSAND DOLLARS
The Town of Southold, in the County of Suffolk, a municipal corporation of the
State of New York, hereby acknowledges itself indebted and for value received promises to pay
to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE,
(stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond
at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold,
New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay
interest on such principal sum from February 8, 2005 or from the most recent interest payment
date to which interest has been paid, at the INTEREST RATE (stated above), payable on
February 15, 2005, August 15, 2005 and semi-annually thereafter on February 15 and August 15
in each year until maturity. Interest hereon shall be payable on each interest payment date to the
registered owner hereof at his address as it appears on the registration books of the Town
maintained by the Fiscal Agent or at such other address as may be famished in writing by such
registered owner to the Fiscal Agent at the close of business on the last day of the month
preceding each interest payment date. The principal of and interest on this bond are payable in
any coin or currency of the United States of America which, at the date of payment, is legal
tender for the payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
r
C
y
Fen„ 8038-6 Information Return for Tax-Exempt Governmental Obligations
(Rev. November 2000) ? Under Internal Revenue Code section 149(e) OMB No. 1545-0720
Department of the Treasury ? See separate Instructions.
tntemal Revenue Service Caution: If the Issue price is under 5100,000, use Form 8038-GC.
p8i# I Reporting Authority If Amended Return, check here ?
1 Issuer% name 2 Issuer's employer Identllirffilon number
OF SOUTHOLD 11-6001939
Number and street (or P.O. box If mail is not delivered to street address) RooMsuite 4 Report number
53095 MAIN STREET 3 01
5 City, town, or post dote, state, and ZIP code 6 Date of Issue
SOUTHOLD NY 11971 2/8/2005
7 Name of issue 8 CUSIP number
$2,380,000.00 Refunding Serial Bonds, 2005 899572 HG5
s Name and tine of oacer or legal representative whom the IRS may call for more information 70 Telephone number of ollker or legal represenbNre
Joshua Y. Horton, Su ervisor (631 765-1889
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 ? Education 11
12 ? Health and hospital 12
13 ? Transportation 13
14 ? Public safety 14
15 ? Environment (including sewage bonds) 15
16 ? Housing 16
17 ? Utilities 17
18 ® Other. Describe* Refunding 18 2,392,832.95
19 If obligations are TANS or RANs, check box ? n If obligations are BANS, check box ? n
20 If obligations are in the form of a lease or installment sale, check box ? ?
Part III' Description of Obligations. (Complete for the entire issue for which this form is being filed.)
(anal maturity date (b) Issue price (c) Stated redemption (d) Weighted (e) Yield
price at maturity average maturity
21:2 /15/2015 Is 2 392, 832.95 $ 2,380,000.001 4.2899 ears 3.1061 %
Uses of proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest 22 0.00
23 Issue price of entire issue (enter amount from line 21, column (b)) 23 2 392 632.95
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 70 075.22
26 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues 27 0.00
28 Proceeds used to advance refund prior issues 28 322 757. 3
29 Total (add lines 24 through 28) 29 2 392, 632.95
30 Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here) 30 0.00
P#tt 1t Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded........... ? NSA years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ? 4.8195 years
33 Enter the last date on which the refunded bonds will be called ? 111112006
34 Enter the date(s) the refunded bonds were issued ? 4/22/1993; 11/8/1995
Art 11I: Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract ?
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ? nand enter the name of the
issuer ? and the date of the issue ?
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(111) (small issuer exception), check box ?
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ? n
40 If the issuer has identified a hedge, check box ? n
Under penal' s Of per)ury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief,
n they are W correct, and complete
Joshua Y. Horton
2/8/2005 Supervisor
Si ure of isst authorized representative Date ' Type or print name and tale
For Paperwo eductlon Act Notice, see page 2 of the Instructions. IsA Form 8038-G (Rev. 11-2000)
SrF FED6403F
o'Ga%cv~c~rut ~e>!~~~G~ ~!l~so~~~
67 WALL STREET
NEW YORK, NY 10005
W W W.HAWKINS.COM
February 8, 2005
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 sale and issuance of
$2,380,000 aggregate principal amount Refunding Serial Bonds-2005 (the "Bonds") of the Town
of Southold (the "Town"), in the County of Suffolk, New York.
The Bonds are 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 refunding
bond resolution duly adopted by the Town Board on November 16, 2004, authorizing the
issuance of not to exceed $3,500,000 refunding serial bonds of the Town to provide funds
required by the Town to refund certain serial bonds of the Town as referred to therein, and the
Certificate of Determination executed by the Supervisor as of January 20, 2005, determining the
terms, form and details of issuance of said refunding serial bonds and providing for their private
sale.
The Bonds are dated February 8, 2005, mature on February 15 in the respective
principal amounts in each of the following years, and bear interest at the respective rates per
annum payable on February 15, 2005, August 15, 2005 and semi-annually thereafter on February
15 and August 15 in each year until maturity, as set forth below:
Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2005 $280,000 2.50% 2011 255,000 3.25%
2006 245,000 2.50 2012 260,000 3.50
2007 240,000 2.50 2013 110,000 3.50
2008 245,000 2.75 2014 110,000 3-5/8
2009 265,000 3.00 2015 110,000 3.75
2010 260,000 3.00
The Bonds are issued only in fully registered form without interest coupons, in the
• name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an
• automated depository for securities and clearinghouse for securities transactions which will
maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond
will be initially issued for each maturity in the aggregate principal amount of such maturity.
Purchases of ownership interests in the Bonds will be made in book-entry form in denominations
of $5,000 or any integral multiple thereof.
hi our opinion, said Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. The
enforceability of rights or remedies with respect to such Bonds 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
ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in
order that interest on the Bonds be and remain excluded from gross income under Section 103 of
the Code. These requirements include, but are not limited to, requirements relating to use and
expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross
proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be
rebated to the Federal government. Noncompliance with such requirements may cause interest
on the Bonds to become included in gross income for Federal income tax purposes retroactive to
their issue date, irrespective of the date on which such noncompliance occurs or is discovered.
The Town has covenanted to comply with certain applicable requirements of the Code to assure
the exclusion of interest on the Bonds from gross income under Section 103 of the Code.
In our opinion, under existing statutes and court decisions and assuming
continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is
excluded from gross income for Federal income tax purposes pursuant to Section 103 of the
Code, and (ii) interest on the Bonds 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 on such corporations. In rendering this
opinion, we have relied on certain representations, certifications of fact, and statements of
reasonable expectations made by the Town in connection with the Bonds, and we have assumed
compliance by the Town with certain ongoing covenants to comply with applicable requirements
of the Code to assure the exclusion of interest on the Bonds from gross income under Section
103 of the Code.
In addition, in our opinion, under existing statutes, interest on the Bonds is
exempt from personal income taxes of New York State and its political subdivisions, including
The City of New York.
We express no opinion regarding any other Federal or state tax consequences with
respect to the Bonds. We render our opinion under existing statutes and court decisions as of the
issue date, and 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 Bonds, or under state and local tax law.
We have examined the executed first numbered Bond of said issue and, in our
opinion, the form of said Bond and its execution are regular and proper.
Very truly ours,
67 WALL STREET
NEW YORK, NY 10005
W W W.HAWKINS.COM
February 8, 2005
Hon. Alan Hevesi
Comptroller of the State of New York
Department of Audit and Control
Albany, New York
Roosevelt & Cross, Incorporated
20 Exchange Place
New York, New York 10005
Dear Ladies and Gentlemen:
We are bond counsel to the Town of Southold, in the County of Suffolk, New
York (the "Town"), and are rendering today our final approving opinion with respect to the
Town's $2,380,000 Refunding Serial Bonds-2005, dated February 8, 2005. We deliver to you
herewith a copy of our approving opinion and advise you that you are entitled to rely on the
opinion as though it were addressed to you.
Very truly yours,
•
467879.1 027825 CERT
• c~~z~cy~rTind ~e~a~~G~
•
67 WALL STREET Februar
NEW YORK, NY 10005 Y 8e 2005
WW W.HAWKINS.COM
Roosevelt & Cross, Incorporated
1 Exchange Plaza
New York, New York 10006
Re: Town of Southold, New York
$2,380,000 Refunding Serial Bonds - 2005
Ladies and Gentlemen:
Reference is made to a Bond Purchase Agreement, dated January 20, 2005 (the
"Bond Purchase Agreement"), between the Town of Southold, New York (the "Issuer") and
Roosevelt & Cross, Incorporated (the "Underwriter") relating to the sale of $2,380,000
Refunding Serial Bonds-2004 of the Issuer, dated February 8, 2005 (the "Bonds").
We are Bond Counsel to the Issuer and are today rendering our opinion with
respect to the validity of the Bonds and as to certain other matters relating thereto. You are
entitled to rely on such opinion as though it was addressed to you.
In addition, we have been requested to render our opinion as to the matters set
forth below.
In our opinion:
(a) The Bond Purchase Agreement has been duly authorized, executed and
delivered by the Issuer and, assuming due authorization, execution and
delivery by the Underwriter, constitutes a valid and binding agreement of
the Issuer enforceable against the Issuer in accordance with its terms,
except as such enforceability may be limited by any bankruptcy,
insolvency or other laws affecting creditors' rights or remedies heretofore
or hereafter enacted and by the availability of equitable remedies.
(b) The Bonds are exempt from the registration requirements of the Securities
Act of 1933, as amended, and all documents relating to the issuance of the
Bonds are exempt from qualification pursuant to the Trust Indenture Act
of 1939, as amended.
•
467956.1 027825 COP
• (c) The statements contained in the Final Official Statement dated January 20,
2005 prepared by the Issuer in connection with the Bonds under the
captions, "THE BONDS" (except for the section entitled "Book-Entry-
Only System"), and "TAX MATTERS" and under the subcaptions,
"Constitutional Requirements" and "Statutory Procedure" under the
caption "INDEBTEDNESS OF THE TOWN" (except for any statistical
and numerical data which may be included under such captions or
subcaptions, as to which no opinion is expressed), are accurate and
complete in all material respects and we have no reason to believe that, as
of the date thereof, said captions contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(d) The Bonds being delivered on the date hereof to the Underwriter pursuant
to the Bond Purchase Agreement conform to the descriptions thereof
contained in the Official Statement delivered to the Underwriter.
Very truly yours,
467956.1 027825 COP
CERTIFICATE OF THE TOWN ATTORNEY
FOR THE TOWN OF SOUTHOLD
I, Patricia A. Finnegan, Esq., Attorney for the Town of Southold, New York (the
"Issuer"), hereby certify on behalf of the Issuer and pursuant to the Bond Purchase Agreement
dated January 20, 2005 ('Bond Purchase Agreement"), between the Issuer and the Underwriter
defined therein, as follows (all terms used in the Certificate have the definitions set forth in the
Bond Purchase Agreement):
I. There is no litigation of any nature pending or threatened to restrain or
enjoin the issuance, sale, execution or delivery of the Bond Purchase Agreement, the Bonds or
any of the proceedings taken with respect to the issuance and sale of the Bonds, the application
of moneys to the payment of the Bonds or in any manner questioning the proceedings and
authority under which the Bonds were authorized or affecting the validity of the Bonds, the
existence or boundaries of the Issuer or the title of officials of the Issuer who have acted with
respect to the proceedings for the issuance and sale of the Bonds to their respective offices, and
no authority or proceedings for the issuance and sale of the Bonds have been repealed, revoked
or rescinded.
2. The statements contained in the Final Official Statement dated January 20,
2005 under the caption "LITIGATION" as of said date and as of the date hereof did not and do
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.
3. The execution and delivery by the Issuer of the Bond Purchase
Agreement, the issuance, sale and delivery of the Bonds, and compliance with the provisions
thereof will not conflict with or constitute a breach of or a default under any administrative
regulations, judgment, decree or any agreement or other instrument known to me to which the
Issuer is a party.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January,
2005.
atricia A. Fi e sq.
Town Attorney
•
467956.1 027825 COP
ROOSEVELT & CROSS
INCORPORATED
• SUSAN O. SCHMELZER One Exchange Plaza
SENIOR VICE PRESIDENT New York, New York 10006
PUBLIC FINANCE DEPARTMENT Phone: (212)504-9294
Fax: (212)380-9385
Email: sschmelzer@rooseveh-cross.com
February 8, 2005
The Town Board of the
Town of Southold, New York
RE: $2,380,000 Refunding Serial Bonds - 2005 (the "Bonds")
The undersigned, as representative for the underwriter in connection with the Bonds, hereby represents
that:
(a) All of the Bonds have been the subject of an initial offering to the public (excluding bond
houses, brokers, or similar persons or organizations acting in the capacity of underwriters or
wholesalers), at prices no higher than, or yields no lower than, those shown on the attached
schedule relating to the Bonds, including interest accrued on the Bonds from the date thereof.
(b) To the best of our knowledge, based on our records, at least 10 percent of each maturity of the
Bonds was sold to the public (excluding bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters or wholesalers) at initial offering prices not
greater than the respective prices shown on the attached schedule or in the case of discount
obligations sold on a yield basis, at yields no lower than the respective yields shown on the
attached schedule, there being no accrued interest on the Bonds. At the time the underwriter
agreed to purchase the Bonds, based upon our assessment of the then prevailing market
conditions, we had no reason to believe that any of the Bonds would be initially sold to the
public (excluding such bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at prices greater than the prices, or yields less than the
yields, shown on the attached schedule, including interest accrued on the Bonds from the date
thereof.
Very truly yours,
ROOSEVELT & CROSS, INCORPORATED
By IA-L4 AA 0 .,L.1-c f
Title: Senior Vice President U
•
• SCHEDULE AS TO REOFFERING
TOWN OF SOUTHOLD, NEW YORK
$2,380,000 Refunding Serial Bonds - 2005
Year of Principal Interest Reoffering Reoffering
Maturi Amount Rate Yield Price
2005 $ 280,000 2.50% 2.00% 100.009
2006 245,000 2.50 2.20 100.300
2007 240,000 2.50 2.40 100.195
2008 245,000 2.75 2.55 100.577
2009 265,000 3.00 2.70 101.135
2010 260,000 3.00 2.90 100.463
2011 255,000 3.25 3.10 100.817
2012 260,000 3.50 3.30 101.243
2013 110,000 3.50 3.50 100.000
2014 110,000 3.625 3.60 100.190
2015 110,000 3.75 3.70 100.414
•
ROOSEVELT & CROSS
INCORPORATED
TO: Working Group
FROM: Susan C. Schmelzer
DATE: February 7, 2005
RE: Closing Instructions
TOWN OF SOUTHOLD, NEW YORK
$293809000 REFUNDING SERIAL BoNDs - 2005
CLOSING (Wirine of Funds only)
Date: Tuesday, February 8, 2005 Time: 10:00 a.m.
Place: Hawkins Delafield & Wood
67 Wall Street
New York, New York 10005
PAYMENT INSTRUCTIONS
? Roosevelt & Cross, Inc. (the Underwriter) through its account at JPMorgan Chase will wire federal funds to
The Bank of New York (the Escrow Holder) for deposit into the Escrow Fund.
BANK: The Bank of New York
ABA 021000018
GLA 111-565
Account 361112
Account Name: Town of Southold Esc Dep Fd 2005
Attn: Rosilyn Newell-Goodrich (212)815-5758
AMOUNT: $2,372,832.95
Pursuant to the final subscription for the purchase and issue of U.S. Treasury Securities - State and Local
Government Series, SLGs in the amount of $2,170,237 will be deposited into The Bank of New York's account for
automatic payment. The amount of $152,520.73 will remain as a cash deposit in the Escrow Fund.
Also, The Bank of New York will transfer $50,075.22 into the Expense Fund.
s
The Purchase Price is computed as follows:
Par Amount of the Bonds $ 2,380,000.00
+ Original Issue Premium 12,832.95
- Underwriter's Discount (20,000.00)
Total Purchase Price $ 2,372,832.95
SOURCES AND USES OF FUNDS:
Sources of Funds
Par Amount of the Bonds $ 2,380,000.00
Original Issue Premium 12,832.95
Total Sources of Funds $ 2,392,832.95
Uses of Funds
Deposit to Escrow Fund $ 2,322,757.73
Underwriter's Discount 20,000.00
Other Costs of Issuance and Contingency 50.075.22
Total Uses of Funds $ 2,392,832.95
8F9b05 09106:48 0100 GDC INQUIRY CU N 1 OF 1
TYPE 10 TAN SEQ 0000600 OATS OS/ PGFP VS700383
SOURCE MAL SITE BM (03 1 ID GI REC ENTER 08:24:05
CHP PSN INPUT KEY 0208 B1QGC05 000 1 RECYCLE 00 CO S T REGN FRT 0100
CBP OSN REF I KEY STATUS 80
DEBIT/ 066622530
EC ROOSEVELT 6 CROSS INC
FE ONE EXCHANGE PLAZA
F O1 + N 0 N E + • 55 BROADWAY 22ND FLOOR
ORG TRN MAIL OF 05/02/09 DR VAL DATE NEW YORK NY 10007-
AMOUNT 2,372,832.95 CR VAL DATE 08 FEB OS DR ADV CBCH
FUNDS S CBAM
ORD COS ORG DATE 08 FEB 05
ORD BK „
CREDIT ABA/021000018 BK OF NYC
OR PAY BANK OF NEW YORK
FE Ol N O N E " NEW YORK NY 10005-2901
BN RRN MAIL OF 05/02/08 CR ADV CBCH CBAM
TP ADV BNTYP N CMCH
ACCNT GLA 111 565 A/C 361112 T/O SOOT OLD ESC DEP FD 2005
PARTY
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DETAIL T/0 SOOTHOLD NY
PAYNT
BANK/
BANK
PRIORITY PRE APPROVE D PHONED
MESSAGE INVO
NEXT SEO ID DATE ERR TEXT
ACTION CTS INFO
PRESS PF6 TO RETURN PROCESS DATE 2005/039
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