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aN No. 6R-1 55,224,000ut/
6 ~ UNITED STATES OF AMERICA ~ "
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
,l'd BOND ANTICD?ATION NOTE FOR VARIOUS PURPOSES-2010
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 JPMorgan Chase Bank, N.A., Melville, New York, as
~ registered owneq the sum of FIVE MILLION TWO HUNDRED TWENTY-FOUR THOUSAND DOLLARS (SSZ24,000)
on the 2nd day of Septembeq 2011, together with interest thereon from the date hereof at the rate of fiftysight hundredths per
centum (0.58°/.) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the
United States of America, at JPMorgan Chase Bank, N.A., Melville, New York.
Both principal of and interest on this No[e shall be payable only to the registered holder, his legal ~ fl``~
representatives, successors or transferees. This Note shall be transferable only upon presentation to such Town Clerk with a _
_S;~.
written transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books and shall -~~7
endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal
representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its '
genuineness by an officer of a bank or wst company located and authorized to do business in this State. .yr-
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This Note is the only No[e of an authorized renewal issue, the principal amount of which is 55,224,000.
` This No[e is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated b
Laws of the State of New York, nine bond resolutions adopted by the Town Board on their respective dates, authorizing the
issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by the Supervisor on -
r September 2, 2010.
i
I This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section
265 of the Internal Revenue Code of 1986, as amended.
The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of [he principal of and
interest on this Note according [o its terms. It is hereby certified and recited that all wnditions, acts and things required by the
Constitution and statutes of [he State of New York to exist, to have happened and to have been performed precedent to and in the n~.
issuance of this No[e, exist, have happened and have been performed, and that this Note, together with all other indebtedness of ~ i
such Town, is within every debt and other limit prescribed by the Constitution and laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by iu Supervisor,
and its corporate seal (or a facsimile thereof) [o be affixed, imprinted, impressed or otherwise reproduced hereon and attested by '
its Town Clerk and this Note to be dated as of the 2nd day of September, 2010..
. _i
TO FSOUTHOLD
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Supervisor ~i`
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CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $5,224,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2010 OF THE TOWN OF
SOUTHOLD, NEW YORK.
I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called
the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the
chief fiscal officer of the Town, by the Town Boazd of the Town, pursuant to the bond
resolutions duly adopted and amended and as referred to in the pazagraphs below and subject to
the limitations prescribed in said bond resolutions, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $14,000
shall be issued to renew, in part, the $100,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, authorizing the construction of improvements to
Ryder Farm Lane and Pazk View Lane; stating the estimated
maximum cost thereof is $180,000; appropriating said amount
therefor, including the expenditure of $30,000 expected to be paid
from the proceeds of a separate issue of bonds and $60,000
expected to be received as a reimbursement from the County of
Suffolk; and authorizing the issuance of $150,000 serial bonds of
said Town to finance a part of said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$100,000 bond anticipation note having been heretofore provided to the extent of $86,000 from a
source other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the principal amount of
$2,389,000 shall be issued to renew, in part, the $2,580,000 bond anticipation note dated
September 4, 2009, maturing September 3, 2010, and heretofore issued in anticipation of the sale
of the serial bonds authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
August 16, 2005, and amended May 22, 2007 authorizing the
construction of a new Town Animal shelter, in said Town, stating
the estimated maximum cost thereof is $3,300,000, appropriating
said amount therefor, including the appropriation of $280,000 held
in trust and authorizing the issuance of $3,020,000 serial bonds of
said Town to finance the balance of said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$2,580,000 bond anticipation note having been heretofore provided to the extent of $191,000
from a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $21,000
shall be issued to renew, in part, the $24,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, ratifying the appropriation of $30,000 to finance a
part of the cost of construction of improvements to certain highways
in the Hamlet of Orient, known as Ryder Farm Lane and Park View
Lane; stating the estimated maximum cost thereof is $180,000, with
$150,000 of said cost expected to be paid from other sources; and
authorizing the issuance of $30,000 serial bonds of said Town to
finance said $30,000 appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said $24,000
bond anticipation note having been heretofore provided to the extent of $3,000 from a source
other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of $55,000
shall be issued to renew, in part, the $75,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
Apri122, 2008, authorizing the acquisition of tax collection software
for use by the Town Tax Receiver's Office, at the estimated
maximum cost of $75,000; appropriating said amount therefor, and
authorizing the issuance of bonds in the principal amount of
$75,000 to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Detemunation executed by the Supervisor on September 4, 2009, the redemption of said $75,000
bond anticipation note having been heretofore provided to the extent of $20,000 from a source
other than the proceeds of serial bonds.
5. A bond anticipation note of the Town in the principal amount of $315,000
shall be issued to renew, in part, the $590,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 17, 2008, appropriating $590,000 for the increase and
improvement of facilities of the Southold Solid Waste Management
District, in said Town, and authorizing the issuance of $590,000
serial bonds of said town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$590,000 bond anticipation note having been heretofore provided to the extent of $275,000 from
a source other than the proceeds of serial bonds.
6. A bond anticipation note of the Town in the principal amount of $280,000
shall be issued to renew, in part, the $379,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 29, 2008, appropriating $400,000 to pay the cost of acquiring
the easterly half of the certain piece of pazcel of land, containing
one half of one acre, more or less, situate adjacent to the Town Hall
property, and previously acquired by the town pursuant to the
eminent domain proceeding (Index No. 06-23054) commenced in
the Supreme Court of the State of New York, Suffolk County, on
August 3, 2006, and authorizing the issuance of $400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$379,000 bond anticipation note having been heretofore provided to the extent of $99,000 from a
source other than the proceeds of serial bonds.
7. A bond anticipation note of the Town in the principal amount of $50,000
shall be issued to renew, in part, the $90,000 bond anticipation note dated September 4, 2009
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
September 9, 2008, appropriating $338,800 for the increase and
improvement of facilities of the Mattituck Park District, including
the expenditure of $39,000 from the District's operating fund and
$100,000 available in the Town's recreation fund to pay a part of
said appropriation; and authorizing the issuance of $199,800 serial
bonds finance the balance of said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said $90,000
bond anticipation note having been heretofore provided to the extent of $40,000 from a source
other than the proceeds of serial bonds.
8. A bond anticipation note of the Town in the principal amount of
$1,400,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
Mazch 9, 2010 and amended May 4, 2010, authorizing the
construction of improvements to various roads on Fishers Island,
including related drainage improvements, stating the estimated
maximum cost thereof is $1,400,000, appropriating said amount
for such purpose, and authorizing the issuance of $1,400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to.
9. A bond anticipation note of the Town in the principal amount of $'700,000
shall be issued in anticipation of the sale of serial bonds authorized pursuant to the resolution
entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 15, 2010 and amended May 4, 2010, appropriating $700,000
for the improvement of facilities of the Southold Town Wastewater
Disposal District, and authorizing the issuance of $700,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to.
10. Said $14,000 note, said $2,389,000 note, said $21,000 note, said $55,000
note, said $315,000 note, said $280,000 note, said $50,000 note, said $1,400,000 and said
$700,000 note shall be combined for the purpose of sale into a single note issue in the aggregate
principal amount of $5,224,000 (hereinafter referred to as the "Note").
11. The terms, form and details of said Note shall be as follows:
Amount and Title: $5,224,000 Bond Anticipation Note for Various Purposes-2010
Dated: September 2, 2010
Matures: September 2, 2011
Number and
Denomination: Number 6R-1, at $5,224,000
Interest Rate
per annum: 0.58%
Form of Note: Substantially in accordance with form prescribed by Schedule
B,2 of the Local Finance Law of the State of New York.
12. The respective amounts of bond anticipation notes originally issued in
anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions
referred to in paragraphs 1 to 9, inclusive, hereof, including the Note, aze: (1) $150,000, (2)
$2,890,000, (3) $150,000, (4) $75,000, (5) $590,000, (6) $400,000, (7) $199,800, (8) $700,000
and (9) $1,400,000, and the respective amounts of bond anticipation notes which will be
outstanding after the issuance of the Note, including said Note, will be: (1) $14,000, (2)
$2,389,000, (3) $21,000, (4) $55,000, (5) $315,000, (6) $280,000, (7) $50,000, (8) $1,400,000
and (9) $700,000.
13 The serial bonds authorized pursuant to the resolution referred to in
paragraphs 5, 7 and 9 hereof, aze for improvements which are assessable, and the serial bonds
authorized pursuant to the resolutions refen•ed to in pazagraphs 1, 2, 3, 4, 6 and 8 hereof, aze for
improvements which aze non-assessable.
14. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to JPMorgan Chase Bank, N.A., Melville, New York, as
registered owner, for the purchase price of $5,224,000.00, plus accrued interest, if any, from the
date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note
shall be payable as to both principal and interest at JPMorgan Chase Bank, N.A., Melville,
New York, and shall beaz interest at the rate of fifty-eight hundredths per centum (0.58%) per
annum, payable at maturity.
15. The Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed or otherwise reproduced thereon and attested by its Town Clerk.
I HEREBY FURTHER DETERMINE that at the time of the delivery of the Note,
and as a condition to such delivery, I shall deliver or cause to be delivered to the financial
institution referred to in pazagraph 14 hereof a copy of the Town's Undertaking to Provide
Notices of Material Events, executed by the undersigned as chief fiscal officer of the Town,
setting forth the Town's written agreement for the benefit of holders of or owners of beneficial
interests in the Note, all in conformity with applicable provisions of Rule 15c2-12 of the
Securities and Exchange Commission.
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to aze in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
September, 2010.
Supervisor
~
CLERK'S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Town Clerk on or before the 2nd day
of September, 2010, and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 2nd day of
September, 2010.
~~..ao ~ .D ~i~„ODo
Town Clerk
(SEAL)
f
UNDERTAHING TO PROVIDE NOTICES OF MATERIAL EVENTS
Section 1. Definitions
"EMMA" shall mean Electronic Municipal Mazket Access System implemented
by the MSRB.
"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 Boazd established in
accordance with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934.
"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 $5,224,000 Bond Anticipation Note for
Various Purposes-2010, dated September 2, 2010, and maturing September 2, 2011, and
delivered on the date hereof.
Section 2. Obligation to Provide Notices of Material Events. (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 to the Electronic Municipal Mazket Access ("EMMA") System implemented
by the Municipal Securities Rulemaking Boazd established pursuant to Section 15B(b)(1) of the
Securities Exchange Act of 1934, or any successor thereto or to the functions of such Boazd
contemplated by the Undertaking, 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;
795749.1033923 CLD
(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.
(b) 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. 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 4. 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 5. 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 change or add a dissemination agent for the notices required to be given
hereunder 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;
795749.1 033923 CLD
(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; or
(e) 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 5 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 6. 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 in
accordance with their terms. Upon any such legal defeasance, the Issuer shall provide notice of
such defeasance to the EMMA System. Such notice shall state whether the Securities have been
defeased to maturity or to redemption and the timing of such maturity or redemption.
Section 7. Undertaking to Constitute Written A~eement 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 8. 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 September 2, 2010.
Town o outhold, New York
By
Supervisor
795749.1 033923 CLD
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York and herein referred to as the "Town,"
HEREBY CERTIFY that on or before September 2, 2010, we officially signed and properly
executed by manual signatures the $5,224,000 Bond Anticipation Note for Various Purposes-
2010 (the "Note") of the Town, payable to JPMorgan Chase Bank, N.A., Melville, New York,
as registered owner, and as otherwise described in Schedule A annexed hereto and by this
reference made a part hereof, and that at the time of such signing and execution and on the date
hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to
execute the Note and holding the respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that
neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
Note and is the legally adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
September 2, 2010, I delivered or caused the delivery of the Note to JPMorgan Chase Bank,
N.A., Melville, New York„ the purchaser thereof, and that at the time of such delivery of said
Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for
said Note, computed as follows:
Price ......................................................................................$5,224,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received ..................................................................$5,224,000.00
795749.1 033923 CLD
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 2nd day of September, 2010.
' afore Term of Office
Ex~es Title
December 31, 2011 Supervisor
' December 31, 2013 Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appeaz above, aze true and genuine and that I know said officers and know them
to hold the offices set opposite their signatures.
John A. Cushman, II
Town Comptroller
795749.! 033923 CLD
ATTORNEY'S CERTIFICATE
I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law
of the State of New York, and am the duly chosen, qualified and acting Town Attorney of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York
and herein referred to as the "Town", that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the $5,224,000 Bond Anticipation
Note for Various Purposes-2010 (the "Note") of the Town, payable to JPMorgan Chase Bank,
N.A., Melville, New York, as registered owner, and as otherwise described in Schedule A
annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes to
pay the interest on or principal of the Note, or in any manner questioning the authority or
proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to
the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the
corporate existence or boundaries of the Town nor the title of any of the present officers thereof
to their respective offices is being contested, and that no authority or proceedings for the
issuance of the Note has or have been repealed, revoked or rescinded.
I HEREBY FURTHER CERTIFY 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 or enforce the collection of taxes or other revenues for the
payment of the Note, which has not been disclosed in the Official Statement relating to the Note.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
September,
Attorney
795749.1 033923 CLD
SCHEDULE A
Amount and Title: $5,224,000 Bond Anticipation Note for Various Purposes-2010
Dated: September 2, 2010
Matures: September 2, 2011
Number: 6R-1, at $5,224,000
Interest Rate
per annum: 0.58%
795749.1 033923 CLD
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $5,224,000 Bond Anticipation Note for Various Purposes-2010 (herein
referred to as the "Note" or "Notes"), dated and issued on September 2, 2010, as follows:
Unless the context cleazly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authoritv of Si ng story. I am an officer of the Issuer chazged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Purpose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note. The provisions of this certificate
constitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
1.3. Reasonable Exnectations. This certificate sets forth the facts, estimates
and circumstances now in existence which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no
other facts, estimates or circumstances that would materially change that expectation.
1.4. Composite Issue. No other governmental obligations have been sold
fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which aze expected to be paid from substantially the
same source of funds as the Note.
1.5 No Federal Guazantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which aze: (a) invested during the temporary period referred to
in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States
Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank
Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and
795749.1 033923 CLD
Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home
Loan Bank Act, as amended:
(i) No portion of the payment of principal or interest with respect to the Note
is or will be guaranteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guaranteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guazanteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guazanteed yield and having a term of 4 yeazs or more.
1.9 IRS Information Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 8038G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
2.1. Authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and various bond resolutions duly
adopted by the Town Board on their respective dates (the "Resolutions"), as refen•ed to in the
Certificate of Determination executed by the Supervisor on September 2, 2010.
(b) For purposes of this Article II the term "proceeds" means the net amount
(afrer payment of all costs and expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. Purpose of Issue. The Note is being issued to provide funds for various
purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions.
795749.1033923 CLD
2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the
amount of $3,124,000 (the "Current Refunding Note") will be used, together with $714,000
available funds, to redeem prior issues of bond anticipation notes currently outstanding in the
aggregate principal amount of $3,838,000 (the "Prior Issues"), heretofore issued to finance the
Project. The balance of the proceeds of sale of the Note in the principal amount of $2,100,000
(the "New Money Note") will be used to provide original financing for the New Money Projects.
2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or
another state or local governmental unit and will not be leased to any person who is not a state or
local governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to be derived from payments, whether or not to the
Issuer, in respect of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being financed, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note aze allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a governmental use and proceeds of the Note are allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which aze to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guazantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who are not State or local govermnents
on a basis different than the general public Any management, or operations contract or
795749.1 033923 CLD
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no pazt based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based
on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract,
without penalty, at the end of any three yeaz period, and (iii) at least 50% of the compensation
paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three yeazs; (ii) the issuer may terminate such contract (without penalty)
at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after Mazch 15, 1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal options) not exceeding two yeazs,
(ii) the issuer may terminate the contract (without penalty) at the end of the first year, and
(iii) the service provider primazily provides services to third pazties or the contract involves a
facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a management
contract or agreement for each person for whom the service provider
assumes the responsibility to provide all needed services for a specified
period, provided the quantity and type of services actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollaz amount for services rendered
during a specified period of time (i.e. $XX per month) which amount may
automatically increase according to a specified, objective, external standazd;
and
(iii) "per unit fee" means a stated dollar amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9 Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have
been used within 3 yeazs of the date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
795749.1 033923 CLD
2.10 Output Facilities. No more than 5% of the proceeds of the Note aze to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note aze to be used (directly or
indirectly) for the acquisition of a nongovenunental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1 Temporary Period-Refundine. With respect to the proceeds of the sale of
the Current Refunding Note representing proceeds allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
yeazs after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three yeazs after the date of original issuance of the Prior Issue, such proceeds
will be invested at a yield not in excess of the yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to yield.
3.2 Temporary Period-New Money. With respect to the New Money Note:
(a) The Issuer has entered into or will enter into within six months from the
date of this certificate, binding commitment(s) for the acquisition, construction or
accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such
commitment(s) with respect to such New Money Project will or do exceed the amount equal to
5% of $2,100,000, being the aggregate amount of obligations currently issued for such New
Money Project.
(b) Such New Money Project has been completed, or, if such New Money
Project has not been completed, work on the acquisition, construction or accomplishment of such
New Money Project will proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three yeazs from the date of this Certificate. No
more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments
with a term of four years or more.
3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is
subject to the rebate requirement imposed by Section 148 of the Code because, with respect to
each:
(i) the Issuer was or is a governmental unit with general taxing powers;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
795749.1 033923 CLD
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local governmental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendaz yeaz in which the Prior Issue was issued and the current
calendar year would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendaz
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.6 Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding year orone-twelfth of the debt service on the Note.
3.7 Sinking Funds. Except for the debt service fund described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similar fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
ARTICLE IV
Bank Qualification
4.1 Desi ation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code.
795749.1 033923 CLD
(a) In making such designation it has been determined with respect to the
Current Refunding Note that:
(i) the Note can-ently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualified tax-exempt obligation";
(iii) the aggregate face amount of the Note does not exceed $30,000,000;
(iv) the Prior Issue had a weighted average maturity of 3 yeazs or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
(vi) not more than $30,000,000 of obligations issued by the Issuer during the
calendaz year in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be issued by the Issuer during the current calendaz
yeaz will exceed $30,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendaz year does not as of this date, and including this
issue, exceed $30,000,000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the
2nd day of September, 2010.
Q t~~~
(SEAL) Supervisor
795749.1 033923 CLD
CERTIFICATE WITH RESPECT TO THE OFFICIAL
STATEMENT OF THE TOWN OF SOUTHOLD, NEW YORK,
DISTRIBUTED IN CONNECTION WITH THE SALE AND
ISSUANCE OF A $5,224,000 BOND ANTICIPATION NOTE
FOR VARIOUSPURPOSES-2010
I, Scott A. Russell, the undersigned Supervisor of the Town of Southold (the
"Town"), in the County of Suffolk, New York, HEREBY CERTIFY that on August 17, 2010,
the date of the Official Statement of the Town prepazed in connection with the sale of the
$5,224,000 Bond Anticipation Note for Various Purposes-2010 (the "Note"), of the Town, and at
all times subsequent thereto up to and including September 2, 2010, the date of delivery of the
Note, the attached Official Statement of the Town 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
therein, in the light of the circumstances under which they were made, not misleading. In
addition, I FURTHER CERTIFY that there has been no adverse material change in the financial
condition of the Town since August 17, 2010.
Insofaz as any statements made in said Official Statement involve matters of
opinion, estimates or statements as to matters not contained in or derived from the official
records of the Town, whether or not expressly stated, they aze set forth as such and not as
representations of fact by the Town, and no representation is made that any of the estimates or
anticipated events will be realized. The Official Statement is not to be construed as a contract or
agreement with the beneficial owners of the Note.
IN WITNESS WHEREOF, I have hereunto set my signature and affixed the
corporate seal of the Town as of the 2nd day of
September, 2010
(SEAL) C~
Supervisor
' ~ ~ o~~OF SOUTyoI
ELIZABETH A. NEVILLE ~ Town Hall, 53095 Main Road
TOWN CLERK ~ * P.O. Box 1179
REGISTRAR OF VITAL STATISTICS G Q Southold, New York 11971
MARRIAGE OFFICER ~ Fax (631) 765-6145
RECORDS MANAGEMENT OFFICER ~IiYCOU~'~~ Telephone (631) 765-1800
FREEDOM OF INFORMATION OFFICER southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
August 7, 2007
Town of Southold, New York
$30,000 Serial Bonds for Orient by the Sea Road Improvements
Local Assessment Portion
{Our File Desi¢nation: 2615/208471
Robert P. Smith
Hawkins, Delafield & Wood
One Chase Manhattan Plaza
New York, NY 10005
Dear Mr. Smith:
I have enclosed herewith the a copy of the affidavit of publication from the Suffolk
Times.
Please do not hesitate to contact me if you need anything else for your files.
Sincerely,
Lynda M Bohn
Deputy Town Clerk
enc
#sa7s
STATE OF NEW YORK)
SS:
COUNTY OF SUFFOLK)
Dina Mac Donald 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 week(s), successively, commencing on the 2"d day of August, 2007.
i
Principal Clerk
{
Sworn to before me this ~ day of
I 2007
nA?'
~~,J~
CHRISTINA VOLINSKI
NOTARY PUBLIC-STATE OF NEW YORK
!i No. 01-V06105050
9ualifled In Suffolk CounTy
~.^-ommisslon Expiras February 28, 2008
i
I~
I
'I
Il
'IberesolutiondllriN~i'.
published herewith,WpAsesadyYed,ga .
[he 17th day of July,-'1(IW, aeatar~,a4.~
ity of the obligations a1tU1tx3yDd.by
egcb
resolution may be hnes(tercon[es[ed
only if such obligations were authorized.--
for an otiject or purpose for.8vhichthe
Town of Southold, in the -~UdIRty of
Suffolk, New York, is no[ aµtt14il2ed 40
expend money or if the provisions of
law which should have been complied
with as of the date of publica[iop;. f this
Notice were pot substanua~~
with, and an acfion, smt o
eoatesting such validity is r
within twenty days alfer th8'~1Yb(ication '
of this Notice, or such o 1 'wale I
authorized in violafion of
tCdtitstdea
of the wns[i[ution. - " -
' ELIZABETH A. NEVILLE
- Town Clerk
BOND RESOLUTION OF THE
TOWN OF SOUTHOLD, NEW YORK,
ADOPTED JULY 77, 2007, RATIFY-
ING THE APPROPRIATION OF
$30,0110 TO FINANCE A. PART OF
THE COST OF CO ~ CCfON
-OF IMPROVEMENTS IN
HIGHWAYS IN THE "QF.
ORIENI;KNOVd1Q'i4'9 REARM:
LANE AND. PARKViEW LANE;
STATING THE ESTIMATED MAXI-
MUM COST THEREOF I$ $180,000,
tNTTH $150,000 OF SAID COST
EXPECTED-TO BE PAID FROM
OTHER SOURCES; AND AUTHO-
RIZ]NG'THE ISSUANCE.OF 530,000
SERIAL BONDS OF.SAID TOWN
TOFTNANCE,SAID$30,000 APPRO-
PRIATION
'Ihe object or purpose for which said
bonds are authorized is the cons[rucuon
of improvements {o. Ryder Farm Lane
and Park View Lane, at [he estimated
maximum cost of $180,000.
The amount of obligations to be
issued pursuant to this resolution . is
$30,000. The estfineted maximum cost
of ttieproject is$180,600, with 5150,000
of such cost expected [o be paid:by the
Town of Southold from. the proceeds
of a separate. issue of serial-bonds to
~ be issued by the Towp. In additive, it is
expected that $60,000 shall be received
by the Town fromthe.County of Suffolk
as a renpbursement for part of the. cost
of the. projeM and said feimbursemeat
funds are authorized to be applied to-
-j wards the cost of said projector redemp-
lion of the Town's bonds or notes issued
{ Oterefor, or to be budgeted as an offset
j to the taus to be collected for the pay-
ment of [he principal of and interest on
~ said bonds or notes
The period of probable usefulness
fifteen (15) years; however, the bonds
authorized pursuant to this "resolution
and any bond antitcipxfion notes issued
~.j in anticipation of the saleof said bonds,
i she0 mauve no later than ten (10) years
~ from the date of original issuance of said
bonds or notes.
A complete copy of the Bond Reso-
lotion summarized above shall be avail-
able for public inspection during normal
business hours at [he office of the Town
Clerk, Town Hall, 53095 Main Road;
~ Southold, New York.
'Dte bond rtudotioe is dated IrFy 17,
2697.
r YF _
ELIZABETH A. NEVILLE ~ Town Hall, 53095 Main Road
TOWN CLERK ~ > ° g;° P.O. Box 1179
REGISTRAR OF VITAL STATISTICS Southold, New York 11971
- " ' Fax (631) 765-6145
MARRIAGE OFFICER h
RECORDS MANAGEMENT OFFICER Telephone (631) 765-1800
r l
FREEDOM OF INFORMATION OFFICER ~ - southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
July 31, 2007
Town of Southold, New York
$30,000 Serial Bonds for Orient by the Sea Road Improvements
Local Assessment Portion
(Our File Designation: 2615/20847)
Robert P. Smith
Hawkins, Delafield & Wood
One Chase Manhattan Plaza
New York, NY 10005
Deaz Mr. Smith:
I have enclosed herewith the extract of Minutes, the certified resolution adopted by the
Town Board, a copy of the legal notice that will be published and posted on the 2"d of August,
2007 and an affidavit signed by the Town Clerk.
Please do not hesitate to contact me if you need anything else for your files.
Sincerely,
i
~
Lynda M Bohn
Deputy Town Clerk
enc
EXTRACT OF MINUTES
Meeting of the Town Board of the Town of Southold,
in the County of Suffolk, New York
July 17, 2007
* + ~
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 July 17, 2007.
There were present: Hon. Scott A. Russel], Supervisor; and
Board Members: Councilman Albert J. Krupski, Jr
Councilman William P. Edwards
Councilman Daniel C. Ross
Councilman Thomas H. Wickham
Justice Louisa P. Evans
There were absent: None
Also present: Elizabeth A. Neville, Town Clerk
Patricia Finnegan, Town Attorney
t
Councilman Albert J. Krupski, Jr offered the following resolution and moved its
adoption:
BOND RESOLUTION OF THE TOWN OF SOUTHOLD,
NEW YORK, ADOPTED JULY 17, 2007, RATIFYING
THE APPROPRIATION OF $30,000 TO FINANCE A
PART OF THE COST OF CONSTRUCTION OF
IMPROVEMENTS TO CERTAIN HIGHWAYS IN THE
HAMLET OF ORIENT, KNOWN AS RYDER FARM
LANE AND PARK VIEW LANE; STATING THE
ESTIMATED MAXIMUM COST THEREOF IS
$180,000, WITH $150,000 OF SAID COST EXPECTED
TO BE PAID FROM OTHER SOURCES; AND
AUTHORIZING THE ISSUANCE OF $30,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID $30,000
APPROPRIATION
Recitals
WHEREAS, a petition for the improvement of certain highways in the
Town of Southold, Suffolk County, New York (hereinafter referred to as the "Town"),
known as Ryder Farm Lane and Park View Lane, and shown and designated on a certain
map entitled "Map of Orient by the Sea, Section 3," and filed in the Office of the Clerk of
the County of Suffolk on October 16, 1974, as Map number 7703 and further designated
as SCTM #1000-15-5-25.3, has been received by the Town; and
WHEREAS, such petition has been duly signed by the owners of real
estate fronting or abutting upon either side of said highway to the extent of at least one-
half ofthe entire frontage or bounds on both sides of said highway; and such petition was
also duly signed by resident owners owning not less than one-half of the frontage owned
by the resident owners residing in or along such highway, and such petition was duly
acknowledged or proved by all the signers thereof in the same manner as a deed to be
recorded; and
WHEREAS, after a public hearing duly called and held, the Town Board
of the Town determined on July 17, 2007 that it is in the public interest to construct such
improvements described in the petition, and directed that such highways be so improved;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF
SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK, (by the favorable vote
of not less than two-thirds of all the members of said Town Board) AS FOLLOWS:
Section 1. The Town of Southold hereby ratifies the appropriation of
$30,000 for the construction of improvements to Ryder Farm Lane and Park View Lane,
as described in the petition referred to in the above Recitals, to wit: the construction or
repair and paving of such roads, clearing of brush and culverts and other improvements
necessary for proper drainage. The estimated maximum cost of said specific object or
purpose, including preliminary costs and costs incidental thereto and the financing
thereof, is $180,000 and the plan of financing includes: (i) the issuance of $30,000 serial
bonds of the Town, with the principal of and interest on such debt to be paid by the
assessment, levy and collection from the several lots and/or parcels of land within said
Town which the Town Board shall deem to be especially benefited thereby, so much
upon and from each as shall be in just proportion to the amount of benefit conferred upon
the same, in conformity with the proceedings heretofore completed pursuant to Section
200 of the Town Law and (ii) the issuance of $150,000 serial bonds of the Town, with the
principal of and interest on such debt to be paid by the levy and collection of taxes on all
the taxable real property in the Town at the same time and in the same manner as other
Town charges. In addition, it is expected that $60,000 shall be received by the Town
from the County of Suffolk as a reimbursement for part of the cost of the project and said
reimbursement funds are authorized to be applied towazds the cost of said project or
redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to
the taxes to be collected for the payment of the principal of and interest on said bonds or
notes.
Section 2. Serial bonds of the Town in the principal amount of $30,000,
are hereby authorized to be issued pursuant to the provisions of the Local Finance Law,
constituting Chapter 33-a of the Consolidated Laws of the State of New York (herein
called "Law"), to finance said $30,000 appropriation.
Section 3. The following additional matters are hereby determined and
declared:
(a) The period of probable usefulness of specific object or purpose for
which said $30,000 serial bonds authorized pursuant to this resolution are to be issued,
within the limitations of Section 11.00 a. 20 (c) of the Law, is fifteen (15) years;
however, the bonds authorized pursuant to this resolution and any bond anticipation notes
issued in anticipation of the sale of said bonds, shall mature no later than ten (10) years
from the date of original issuance of said bonds or notes.
(b) The proceeds of the bonds herein authorized and any bond
anticipation notes issued in anticipation of said bonds may be applied to reimburse the
Town for expenditures made after the effective date of this resolution for the purpose for
which said bonds aze authorized. The foregoing statement of intent with respect to
reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the
United States Treasury Depaztment.
(c) The proposed maturity of the bonds authorized by this resolution will
exceed five (5) years.
Section 4. Each of the bonds authorized by this resolution and any bond
anticipation notes issued in anticipation of the sale of said bonds shall contain the recital
of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued
in anticipation of said bonds shall be general obligations of the Town, payable as to both
principal and interest by general tax upon all the taxable real property within the Town
without limitation of rate or amount. The faith and credit of the Town are hereby
irrevocably pledged to the punctual payment of the principal of and interest on said bonds
and any notes issued in anticipation of the sale of said bonds and provision shall be made
annually in the budget of the Town by appropriation for (a) the amortization and
redemption of the bonds and any notes in anticipation thereof to mature in such year and
(b) the payment of interest to be due and payable in such year.
Section 5. Subject to the provisions of this resolution and of the Law and
pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of
bonds with substantially level or declining annual debt service, Section 30.00 relative to
the authorization of the issuance of bond anticipation notes and Section 50.00 and
Sections 56.00 to 60.00 and 168.00 of the Law, the powers and duties of the Town Board
relative to authorizing bond anticipation notes and prescribing the terms, form and
contents and as to the sale and issuance of the bonds herein authorized, and the renewals
of said bond anticipation notes, and relative to executing contracts for credit
enhancements and providing for substantially level or declining annual debt service, are
hereby delegated to the Supervisor, the chief fiscal officer of the Town.
Section 6. The validity of the bonds authorized by this resolution and of
any notes issued in anticipation of the sale of said bonds maybe contested only i£
(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 publicafion of such resolution, or a summary thereof, are not
substantially complied with,
and an action, suit or proceeding contesting such validity is commenced within twenty
days after the date of such publication, or
(c) such obligations are authorized in violation of the provisions of the
constitution.
Section 7. This 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.
LEGAL NOTICE
The resolution, a summary of which is published herewith, has been
adopted on the 17th day of July, 2007, 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.
ELIZABETH A. NEVILLE
Town Clerk
BOND RESOLUTION OF THE TOWN OF SOUTHOLD,
NEW YORK, ADOPTED JULY 17, 2007, RATIFYING
THE APPROPRIATION OF $30,000 TO FINANCE A
PART OF THE COST OF CONSTRUCTION OF
IMPROVEMENTS TO CERTAIN HIGHWAYS IN THE
HAMLET OF ORIENT, KNOWN AS RYDER FARM
LANE AND PARK VIEW LANE; STATING THE
ESTIMATED MAXIMUM COST THEREOF IS
$180,000, WITH $150,000 OF SAID COST EXPECTED
TO BE PAID FROM OTHER SOURCES; AND
AUTHORIZING THE ISSUANCE OF $30,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID $30,000
APPROPRIATION
The object or purpose for which said bonds are authorized is the construction of
improvements to Ryder Farm Lane and Park View Lane, at the estimated maximum cost
of $180,000.
The amount of obligations to be issued pursuant to this resolution is $30,000. The
estimated maximum cost of the project is $180,000, with $150,000 of such cost expected
to be paid by the Town of Southold from the proceeds of a separate issue of serial bonds
to be issued by the Town. In addition, it is expected that $60,000 shall be received by the
Town from the County of Suffolk as a reimbursement for part of the cost of the project
and said reimbursement funds are authorized to be applied towazds the cost of said
project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as
an offset to the taxes to be collected for the payment of the principal of and interest on
said bonds or notes.
The period of probable usefulness fifteen (15) years; however, the bonds authorized
pursuant to this resolution and any bond anticipation notes issued in anticipation of the
sale of said bonds, shall mature no later than ten (10) yeazs from the date of original
issuance of said bonds or notes.
A complete copy of the Bond Resolution summarized above shall be available for public
inspection during normal business hours at the office of the Town Clerk, Town Hall,
53095 Main Road, Southold, New York.
The bond resolution is dated July 17, 2007.
The adoption of the foregoing resolution was seconded by Justice Louisa P.
Evans and duly put to a vote on roll call, which resulted as follows:
AYES: Hon. Scott A. Russell, Supervisor; and
Councilman Albert J. Krupski, Jr
Councilman William P. Edwards
Councilman Daniel C. Ross
Councilman Thomas H. Wickham
Justice Louisa P. Evans
NOES: None
The resolution was declared adopted.
+*~**s++
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in
the County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing
annexed extract from the minutes of a meeting of the Town Board of said Town of
Southold duly called and held on July 17, 2007, has been compared by me with the
original minutes as officially recorded in my office in the Minute Book of said Town
Boazd and is a true, complete and correct copy thereof and of the whole of said original
minutes so far as the same relate to the subject matters referred to in said extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town of Southold this
17th day of July, 2007.
(SEAL) r1.~ ~ • / /tue-e~
Town Clerk
• LEGAL NOTICE •
The resolution, a summary of which is published herewith, has been
adopted on the 17th day of July, 2007, 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.
ELIZABETH A. NEVILLE
Town Clerk
BOND RESOLUTION OF THE TOWN OF SOUTHOLD,
NEW YORK, ADOPTED JULY 17, 2007, RATIFYING
THE APPROPRIATION OF $30,000 TO FINANCE A
PART OF THE COST OF CONSTRUCTION OF
IMPROVEMENTS TO CERTAIN HIGHWAYS IN THE
HAMLET OF ORIENT, KNOWN AS RYDER FARM
LANE AND PARK VIEW LANE; STATING THE
ESTIMATED MAXIMUM COST THEREOF IS
$180,000, WITH $150,000 OF SAID COST EXPECTED
TO BE PAID FROM OTHER SOURCES; AND
AUTHORIZING THE ISSUANCE OF $30,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID $30,000
APPROPRIATION
The object or purpose for which said bonds are authorized is the construction of
improvements to Ryder Farm Lane and Park View Lane, at the estimated maximum cost
of $180,000.
The amount of obligations to be issued pursuant to this resolution is $30,000. The
estimated maximum cost of the project is $180,000, with $150,000 of such cost expected
to be paid by the Town of Southold from the proceeds of a sepazate issue of serial bonds
to be issued by the Town. In addition, it is expected that $60,000 shall be received by the
Town from the County of Suffolk as a reimbursement for part of the cost of the project
and said reimbursement funds aze authorized to be applied towazds the cost of said
project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as
an offset to the taxes to be collected for the payment of the principal of and interest on
said bonds or notes.
The period of probable usefulness fifteen (15) yeazs; however, the bonds authorized
pursuant to this resolution and any bond anticipation notes issued in anticipation of the
sale of said bonds, shall mature no later than ten (10) yeazs from the date of original
issuance of said bonds or notes.
A complete copy of the Bond Resolution summazized above shall be available for public
inspection dtuing normal business hours at the office of the Town Clerk, Town Hall,
53095 Main Road, Southold, New York.
The bond resolution is dated July 17, 2007.
PLEASE PUB~H ON August 2, 2007, AND FORWARD THREE (3)
AFFIDAVITS OF PUBLICATION TO ELIZABETH NEVILLE, TOWN CLERK,
PO BOX 1179, SOUTHOLD, NEW YORK 11971.
Copies to the following:
Suffolk Times Town Board Members Town Attorney
John Cushman, Comptroller Hawkins, Delafield & Wood Town Clerk Bulletin Board
STATE OF NEW YORK )
SS:
COUNTY OF SUFFOLK)
ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being
duly sworn, says that on the 30 day of , 2007, she affixed a
notice of which the annexed printed notice is a t e copy, to a proper and substantial
manner, in a most public place in the Town of Southold, Suffolk County, New York, to
wit: Town C?erk's Bulletin Board, 53095 Main Road, Southold, New York.
Ryder Farm Lane Bond $150,000.00
~t~ ~~-'~~i~ l iy~~~t~
tzabeth A. Neville
Southold Town Clerk
Sworn before me is
3 v day of , 2007.
otary Public
LYNDA M. BORN
NOTARY PUBLIC, State of New York
No.01B06020932
Qualified in Suffolk Coun
Term Expires March B, 20,~
Southold Town Boazd -Letter Boazd Meeting of July 17, 2007
g}''"`ia RESOLUTION 2007-628 Item # 23
ADOPTED DOC ID: 3060
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2007-628 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JULY 17, 2007:
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JULY 17, 2007, RATIFYING THE
APPROPRIATION OF $30,000 TO FINANCE A PART OF THE
COST OF CONSTRUCTION OF IMPROVEMENTS TO
CERTAIN HIGHWAYS IN THE HAMLET OF ORIENT,
KNOWN AS RYDER FARM LANE AND PARK VIEW LANE;
STATING THE ESTIMATED MAXIMUM COST THEREOF IS
$180,000, WITH $150,000 OF SAID COST EXPECTED TO BE
PAID FROM OTHER SOURCES; AND AUTHORIZING THE
ISSUANCE OF $30,000 SERIAL BONDS OF SAID TOWN TO
FINANCE SAID $30,000 APPROPRIATION
Recitals
WHEREAS, a petition for the improvement of certain highways in the Town of
Southold, Suffolk County, New York (hereinafter referred to as the "Town"), known as Ryder
Farm Lane and Park View Lane, and shown and designated on a certain map entitled "Map of
Orient by the Sea, Section 3," and filed in the Office of the Clerk of the County of Suffolk on
October 16, 1974, as Map number 7703 and further designated as SCTM #1000-15-5-25.3, has
been received by the Town; and
WHEREAS, such petition has been duly signed by the owners of real estate
fronting or abutting upon either side of said highway to the extent of at least one-half of the
entire frontage or bounds on both sides of said highway; and such petition was also duly signed
by resident owners owning not less than one-half of the frontage owned by the resident owners
Generated July 18, 2007 Page 51
Southold Town Board - L~r I~d Meeting of July 17, 2007
residing in or along such highway, and such petition was duly acknowledged or proved by all the
signers thereof in the same manner as a deed to be recorded; and
WHEREAS, after a public heazing duly called and held, the Town Boazd of the
Town determined on July 17, 2007 that it is in the public interest to construct such improvements
described in the petition, and directed that such highways be so improved;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK, (by the favorable vote of not less than two-thirds
of all the members of said Town Board) AS FOLLOWS:
Section 1. The Town of Southold hereby ratifies the appropriation of $30,000 for
the construction of improvements to Ryder Farm Lane and Park View Lane, as described in the
petition referred to in the above Recitals, to wit: the construction or repair and paving of such
roads, clearing of brush and culverts and other improvements necessary for proper drainage. The
estimated maximum cost of said specific object or purpose, including preliminary costs and costs
incidental thereto and the financing thereof, is $180,000 and the plan of financing includes: (i)
the issuance of $30,000 serial bonds of the Town, with the principal of and interest on such debt
to be paid by the assessment, levy and collection from the several lots and/or parcels of land
within said Town which the Town Boazd shall deem to be especially benefited thereby, so much
upon and from each as shall be in just proportion to the amount of benefit conferred upon the
same, in conformity with the proceedings heretofore completed pursuant to Section 200 of the
Town Law and (ii) the issuance of $150,000 serial bonds of the Town, with the principal of and
interest on such debt to be paid by the levy and collection of taxes on all the taxable real property
in the Town at the same time and in the same manner as other Town charges. In addition, it is
expected that $60,000 shall be received by the Town from the County of Suffolk as a
reimbursement for part of the cost of the project and said reimbursement funds are authorized to
be applied towards the cost of said project or redemption of the Town's bonds or notes issued
therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the
principal of and interest on said bonds or notes.
Section 2. Serial bonds of the Town in the principal amount of $30,000, aze
hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting
Generated July 18, 2007 Page 52
Southold Town Boazd - LetTer B•d Meeting of July 17, 2007
Chapter 33-a of the Consolidated Laws of the State of New York (herein called "Law"), to
finance said $30,000 appropriation.
Section 3. The following additional matters aze hereby determined and declazed:
(a) The period of probable usefulness of specific object or purpose for which said
$30,000 serial bonds authorized pursuant to this resolution aze to be issued, within the limitations
of Section 11.00 a. 20 (c) of the Law, is fifteen (15) yeazs; however, the bonds authorized
pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of
said bonds, shall mature no later than ten (10) yeazs from the date of original issuance of said
bonds or notes.
(b) The proceeds of the bonds herein authorized and any bond anticipation
notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures
made after the effective date of this resolution for the purpose for which said bonds aze
authorized. The foregoing statement of intent with respect to reimbursement is made in
conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department.
(c) The proposed maturity of the bonds authorized by this resolution will exceed
five (5) years.
Section 4. Each of the bonds authorized by this resolution and any bond
anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of
validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in
anticipation of said bonds shall be general obligations of the Town, payable as to both principal
and interest by general tax upon all the taxable real property within the Town without limitation
of rate or amount. The faith and credit of the Town are hereby irrevocably pledged to the
punctual payment of the principal of and interest on said bonds and any notes issued in
anticipation of the sale of said bonds and provision shall be made annually in the budget of the
Town by appropriation for (a) the amortization and redemption of the bonds and any notes in
anticipation thereof to mature in such year and (b) the payment of interest to be due and payable
in such yeaz.
Section 5. Subject to the provisions of this resolution and of the Law and
pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds
Generated July 18, 2007 Page 53
Southold Town Boazd - L~er I~d Meeting of July 17, 2007 `
with substantially level or declining annual debt service, Section 30.00 relative to the
authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to
60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing
bond anticipation notes and prescribing the terms, form and contents and as to the sale and
issuance of the bonds herein authorized, and the renewals of said bond anticipation notes, and
relative to executing contracts for credit enhancements and providing for substantially level or
declining annual debt service, are hereby delegated to the Supervisor, the chief fiscal officer of
the Town.
Section 6. The validity of the bonds authorized by this resolution and of any
notes issued in anticipation of the sale of said bonds may be contested only if:
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
publication of such resolution, or a summary thereof, are not substantially
complied with,
and an action, suit or proceeding contesting such validity is commenced within twenty days after
the date of such publication, or
(c) such obligations are authorized in violation of the provisions of the
constitution.
Section 7. This 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.
(NOTICE TO BE ATTACHED TO AND TO BE PUBLISHED
WITH SUMMARY OF RESOLUTION AFTER ADOPTION)
NOTICE
Generated July 18, 2007 Page 54
' Southold Town Board - LelTer Board Meeting of July 17, 2007
The resolution, a summary of which is published herewith, has been adopted on
the 17th day of July, 2007, 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.
ELIZABETH A. NEVILLE
Town Clerk
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JULY 17, 2007, RATIFYING THE
APPROPRIATION OF $30,000 TO FINANCE A PART OF THE
COST OF CONSTRUCTION OF IMPROVEMENTS TO
CERTAIN HIGHWAYS IN THE HAMLET OF ORIENT,
KNOWN AS RYDER FARM LANE AND PARK VIEW LANE;
STATING THE ESTIMATED MAXIMUM COST THEREOF IS
$180,000, WITH $150,000 OF SAID COST EXPECTED TO BE
PAID FROM OTHER SOURCES; AND AUTHORIZING THE
ISSUANCE OF $30,000 SERIAL BONDS OF SAID TOWN TO
FINANCE SAID $30,000 APPROPRIATION
The object or purpose for which said bonds are authorized is the construction of improvements to
Ryder Farm Lane and Park View Lane, at the estimated maximum cost of $180,000.
The amount of obligations to be issued pursuant to this resolution is $30,000. The estimated
maximum cost of the project is $180,000, with $150,000 of such cost expected to be paid by the
Town of Southold from the proceeds of a separate issue of serial bonds to be issued by the Town.
In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk
Generated July 18, 2007 Page 55
Southold Town Boazd - L~er }~rd Meeting of July 17, 2007 '
as a reimbursement for pazt of the cost of the project and said reimbursement funds aze
authorized to be applied towazds the cost of said project or redemption of the Town's bonds or
notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment
of the principal of and interest on said bonds or notes.
The period of probable usefulness fifteen (15) yeazs; however, the bonds authorized pursuant to
this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds,
shall mature no later than ten (10) yeazs from the date of original issuance of said bonds or notes.
A complete copy of the Bond Resolution summazized above shall be available for public
inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main
Road, Southold, New York.
The bond resolution is dated July 17, 2007.
• ~ f""-
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Albert Krupski Jr., Councilman
SECONDER: Louisa P. Evans, Justice
AYES: Krupski ]r., Edwards, Ross, Wickham, Evans, Russell
Generated July 18, 2007 Page 56
DELAFIELD &WOODLLP
PHONE (2121 H2O-9300 ONE CHASE MANHATTAN PLAZA NEW YDRK
FAX {2121514-8425 NEW YORK, NY 10005 WgSMINGTON
WWM.NAWKINS.COM NEWARM
(212) 820-9662 July 17, 2007 MARTFGRD
L05 ANGELES
SACRAMENTO
SAN FRANCISCO
Town of Southold, New York
$30,000 Serial Bonds for Orient by the Sea Road Improvements
Local Assessment Portion
{Our File Designation: 2615/208471
Patricia Finnegan, Esq.
Town Attorney
Town of Southold
53095 Main Road
Southold, New York 11971
Deaz Pat:
Following the public heazing, I have prepared and enclose herewith the draft
Extract of Minutes of the meeting of the Town Board to be held this afternoon, setting fort the
Bond Resolution authorizing the above bonds and providing for its publication, in summary.
Please note that the bond resolution is to be adopted by at least atwo-thirds
vote of the entire Town Board membership.
An extra copy of the summary of the Bond Resolution, with the prescribed form
of the Town Clerk's statutory notice affixed in readiness for publication in the official Town
newspaper, is also enclosed.
As you know, publication of the summary of the Bond Resolution with the
prescribed form of Town Clerk's notice commences a 20-day statute of limitations pursuant to
the provisions of Section 80.00 et seq. of the Local Finance Law.
Please obtain and forwazd to me a certified copy of the Extract of Minutes and an
original Affidavit of Publication, when available.
With best regards, I am
Very truly yours,
Robert P. Smith
RPS/ml ,
Enclosures
526713.1 030847 RES
EXTRACT OF MINUTES
Meeting of the Town Board of the Town of Southold,
in the County of Suffolk, New York
July 17, 2007
~ +
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 July
17, 2007.
There were present: Hon. Scott A. Russell, Supervisor; and
Board Members:
There were absent:
Also present: Elizabeth A. Neville, Town Clerk
Patricia Finnegan, Town Attorney
John A. Cushman, Town Comptroller
• * a
offered the following resolution and moved its
adoption:
526713.1 030847 RES
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JULY 17, 2007, RATIFYING THE
APPROPRIATION OF $30,000 TO FINANCE A PART OF THE
COST OF CONSTRUCTION OF IMPROVEMENTS TO
CERTAIN HIGHWAYS IN THE HAMLET OF ORIENT,
KNOWN AS RYDER FARM LANE AND PARK VIEW LANE;
STATING THE ESTIMATED MAXIMUM COST THEREOF IS
$180,000, WITH $150,000 OF SAID COST EXPECTED TO BE
PAID FROM OTHER SOURCES; AND AUTHORIZING THE
ISSUANCE OF $30,000 SERIAL BONDS OF SAID TOWN TO
FINANCE SAID $30,000 APPROPRIATION
Recitals
WHEREAS, a petition for the improvement of certain highways in the Town of
Southold, Suffolk County, New York (hereinafter refen•ed to as the "Town"), known as Ryder
Farm Lane and Park View Lane, and shown and designated on a certain map entitled "Map of
Orient by the Sea, Section 3," and filed in the Office of the Clerk of the County of Suffolk on
October 16, 1974, as Map number 7703 and further designated as SCTM #1000-15-5-25.3, has
been received by the Town; and
WHEREAS, such petition has been duly signed by the owners of real estate
fronting or abutting upon either side of said highway to the extent of at least one-half of the
entire frontage or bounds on both sides of said highway; and such petition was also duly signed
by resident owners owning not less than one-half of the frontage owned by the resident owners
526713.1 030847 RES
residing in or along such highway, and such petition was duly acknowledged or proved by all the
signers thereof in the same manner as a deed to be recorded; and
WHEREAS, after a public hearing duly called and held, the Town Board of the
Town determined on July 17, 2007 that it is in the public interest to construct such improvements
described in the petition, and directed that such highways be so improved;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK, (by the favorable vote of not less than two-thirds
of all the members of said Town Board) AS FOLLOWS:
Section 1. The Town of Southold hereby ratifies the appropriation of $30,000 for
the construction of improvements to Ryder Fazm Lane and Park View Lane, as described in the
petition referred to in the above Recitals, to wit: the construction or repair and paving of such
roads, cleazing of brush and culverts and other improvements necessary for proper drainage. The
estimated maximum cost of said specific object or purpose, including preliminary costs and costs
incidental thereto and the financing thereof, is $180,000 and the plan of financing includes: (i)
the issuance of $30,000 serial bonds of the Town, with the principal of and interest on such debt
to be paid by the assessment, levy and collection from the several lots and/or parcels of land
within said Town which the Town Boazd shall deem to be especially benefited thereby, so much
upon and from each as shall be in just proportion to the amount of benefit conferred upon the
same, in conformity with the proceedings heretofore completed pursuant to Section 200 of the
Town Law and (ii) the issuance of $150,000 serial bonds of the Town, with the principal of and
interest on such debt to be paid by the levy and collection of taxes on all the taxable real property
in the Town at the same time and in the same manner as other Town charges. In addition, it is
526713.1 030847 RES
expected that $60,000 shall be received by the Town from the County of Suffolk as a
reimbursement for pazt of the cost of the project and said reimbursement funds aze authorized to
be applied towazds the cost of said project or redemption of the Town's bonds or notes issued
therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the
principal of and interest on said bonds or notes.
Section 2. Serial bonds of the Town in the principal amount of $30,000, aze
hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting
Chapter 33-a of the Consolidated Laws of the State of New York (herein called "Law"), to
finance said $30,000 appropriation.
Section 3. The following additional matters are hereby determined and declared:
(a) The period of probable usefulness of specific object or purpose for which said
$30,000 serial bonds authorized pursuant to this resolution aze to be issued, within the limitations
of Section 11.00 a. 20 (c) of the Law, is fifteen (15) years; however, the bonds authorized
pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of
said bonds, shall mature no later than ten (10) years from the date of original issuance of said
bonds or notes.
(b) The proceeds of the bonds herein authorized and any bond anticipation
notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures
made after the effective date of this resolution for the purpose for which said bonds are
authorized. The foregoing statement of intent with respect to reimbursement is made in
conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department.
526713.1 030847 RES
(c) The proposed maturity of the bonds authorized by this resolution will exceed
five (5) years.
Section 4. Each of the bonds authorized by this resolution and any bond
anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of
validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in
anticipation of said bonds shall be general obligations of the Town, payable as to both principal
and interest by general tax upon all the taxable real property within the Town without limitation
of rate or amount. The faith and credit of the Town are hereby irrevocably pledged to the
punctual payment of the principal of and interest on said bonds and any notes issued in
anticipation of the sale of said bonds and provision shall be made annually in the budget of the
Town by appropriation for (a) the amortization and redemption of the bonds and any notes in
anticipation thereof to mature in such year and (b) the payment of interest to be due and payable
in such year.
Section 5. Subject to the provisions of this resolution and of the Law and
pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds
with substantially level or declining annual debt service, Section 30.00 relative to the
authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to
60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing
bond anticipation notes and prescribing the terms, form and contents and as to the sale and
issuance of the bonds herein authorized, and the renewals of said bond anticipation notes, and
relative to executing contracts for credit enhancements and providing for substantially level or
526713.1 030847 RES
declining annual debt service, aze hereby delegated to the Supervisor, the chief fiscal officer of
the Town.
Section 6. The validity of the bonds authorized by this resolution and of any
notes issued in anticipation of the sale of said bonds may be contested only if:
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
publication of such resolution, or a summary thereof, aze 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 aze authorized in violation of the provisions of the
constitution.
Section 7. This bond resolution shall take effect immediately, and the Town
Clerk is hereby authorized and directed to publish the foregoing resolution, in 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.
* * ~
526713.1 030847 RES
The adoption of the foregoing resolution was seconded by and duly
put to a vote on roll call, which resulted as follows:
AYES:
NOES:
The resolution was declared adopted.
r****~+*
526713.1 030847 RES
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract
from the minutes of a meeting of the Town Board of said Town of Southold duly called and held
on July 17, 2007, has been compared by me with the original minutes as officially recorded in
my office in the Minute Book of said Town Board and is a true, complete and correct copy
thereof and of the whole of said original minutes so far as the same relate to the subject matters
referred to in said extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town of Southold this 17th
day of July, 2007.
(SEAL)
Town Clerk
526713.1 030847 RES
(NOTICE TO BE ATTACHED TO AND TO BE PUBLISHED
WITH SUMMARY OF RESOLUTION AFTER ADOPTION)
NOTICE
The resolution, a summary of which is published herewith, has been adopted on
the 17th day of July, 2007, 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.
ELIZABETH A. NEVILLE
Town Clerk
526713.1 030847 RES
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JULY 17, 2007, RATIFYING THE
APPROPRIATION OF $30,000 TO FINANCE A PART OF THE
COST OF CONSTRUCTION OF IMPROVEMENTS TO
CERTAIN HIGHWAYS IN THE HAMLET OF ORIENT,
KNOWN AS RYDER FARM LANE AND PARK VIEW LANE;
STATING THE ESTIMATED MAXIMUM COST THEREOF IS
$180,000, WITH $150,000 OF SAID COST EXPECTED TO BE
PAID FROM OTHER SOURCES; AND AUTHORIZING THE
ISSUANCE OF $30,000 SERIAL BONDS OF SAID TOWN TO
FINANCE SAID $30,000 APPROPRIATION
The object or purpose for which said bonds aze authorized is the construction of improvements to
Ryder Farm Lane and Park View Lane, at the estimated maximum cost of $180,000.
The amount of obligations to be issued pursuant to this resolution is $30,000. The estimated
maximum cost of the project is $180,000, with $150,000 of such cost expected to be paid by the
Town of Southold from the proceeds of a separate issue of serial bonds to be issued by the Town.
In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk
as a reimbursement for part of the cost of the project and said reimbursement funds aze
authorized to be applied towazds the cost of said project or redemption of the Town's bonds or
notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment
of the principal of and interest on said bonds or notes.
The period of probable usefulness fifteen (15) years; however, the bonds authorized pursuant to
this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds,
shall mature no later than ten (10) years from the date of original issuance of said bonds or notes.
A complete copy of the Bond Resolution summarized above shall be available for public
inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main
Road, Southold, New York.
The bond resolution is dated July 17, 2007.
526713.1 030847 RES
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a~ ~ ~ No. 7R-1 51,135,000 ~ -
z ` UNCFED STATES OF AMERICA ~r
;i„
STATE OF NEW YORK - ~'x,',
. COUNTY OF SUFFOLK ifs
,=ci TOWNOFSOUTHOLD
, BOND ANTICII'ATION NOTE FOR VARIOUS PURPOSES-2011 ! v¢ I ; '
~)~4. The Towo of Southold, in the County of Suffolk a municipal corporation of the State of New York, hereby r
' S)):' M' acknowledges itself indebted and for value received promises to pay to JPMorgan Chase Bank, N.A., Melville, New York, as ! llt?t ~
-.f+~#" w ~ registered owner, the sum of ONE MILLION ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS (51,135,000) on _
the 31st day of August, 2012, together with interest thereon from the date hereof at the rate of seventy-four hundredths of one I ~a=.
0~ per centum (0.74•/<) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money ~~3
of the United States of America, at JPMorgan Chase Bank, N.A., Melville, New York
~ .Both principal ~ of and interest on this Note shall be payable only to the registered holder, his legal t ~{r€
representatives, successors or vansferees. This Note shall be transferab]e only upon presentation to such Town Clerk with a I t>il : I
Y!C~• vvntten transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books and sfiall i~r~~
~S A ~ endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal i ~ ; a
- representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shai3 be certified as to its
genuineness by an officer of a bank or trust company located and authorized to do business in this State. "~~s~~f'',
af~ I
This Note is the only Note of an authorized combined renewal issue, the principal amount of which is S 1,135,000.
`t~Mio ~ ~ '
tt This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated ~ ;se '
t, t~.~ Laws of [he State of New York, various bond resolutions adopted by the Town Board on their respective dates, authorizing the '
,t"~y~"6: issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by [he Supervisor on ~ t .r
~}F'~~ September 1, 20] 1. i~~~~~_
.n!In"? This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section ' ~
~ 265 of the Internal Revenue Code of 1986, as amended. x
~rifi,~ - The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and 'A
interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the , ~t~ rE.
~ Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the t4,lr
`~.~:,+"t~ issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedness of f~> ,
~ ~ such Town, is within every debt and other limit prescribed by the Constitution and laws of such State. ( 41;,. ,
~ a
r,,~,<„ IN WITNESS WHEREOF, [he Town of Southold has caused this Note to be executed in its name by its Supervisor, /i'~
and its corporate seal (or a facsimile thereof) to be affixed,smprinted, impressed or otherwise reproduced hereon and attested by ~i
its Town Clerk and this Note to be dated as of the 1st day of September, 2011.
xi,."Y,!~: TO OF SOUTHOLD
Tx'9 P
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' - Supervisor ~ 1~~
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CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $1,135,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2011 OF THE TOWN OF
SOUTHOLD, NEW YORK.
I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called
the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the
chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond
resolutions duly adopted and amended and as referred to in the paragraphs below and subject to
the limitations prescribed in said bond resolutions, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $18,000
shall be issued to renew, in part, the $21,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, ratifying the appropriation of $30,000 to finance a
part ofthe cost of construction of improvements to certain highways
in the Hamlet of Orient, known as Ryder Farm Lane and Park View
Lane; stating the estimated maximum cost thereof is $180,000, with
$150,000 of said cost expected to be paid from other sources; and
authorizing the issuance of $30,000 serial bonds of said Town to
fmance said $30,000 appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said $21,000
bond anticipation note having been heretofore provided to the extent of $3,000 from a source
other than the proceeds of serial bonds.
2. A bond anticipation note ofthe Town in the principal amount of $165,000
shall be issued to renew, in part, the $315,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 17, 2008, appropriating $590,000 for the increase and
improvement of facilities of the Southold Solid Waste Management
District, in said Town, and authorizing the issuance of $590,000
serial bonds of said town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$315,000 bond anticipation note having been heretofore provided to the extent of $150,000 from
a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $180,000
shall be issued to renew, in part, the $280,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 29, 2008, appropriating $400,000 to pay the cost of acquiring
the easterly half of the certain piece of parcel of land, containing
one half of one acre, more or less, situate adjacent to the Town Hall
property, and previously acquired by the town pursuant to the
eminent domain proceeding (Index No. 06-23054) commenced in
the Supreme Court of the State of New York, Suffolk County, on
August 3, 2006, and authorizing the issuance of $400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$280,000 bond anticipation note having been heretofore provided to the extent of $100,000 from
a source other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of $82,000
shall be issued to renew, in part, the $1,400,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
March 9, 2010 and amended May 4, 2010, authorizing the
construction of improvements to various roads on Fishers Island,
includmg related drainage improvements, stating the estimated
maximum cost thereof is $1,400,000, appropriating said amount
for such purpose, and authorizing the issuance of $1,400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$1,400,000 bond anticipation note having been heretofore provided to the extent of $1,318,000
from a source other than the proceeds of serial bonds.
5. A bond anticipation note of the Town in the principal amount of $440,000
shall be issued to renew, in part, the $700,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 15, 2010 and amended May 4, 2010, appropriating $700,000
for the improvement of facilities ofthe Southold Town Wastewater
Disposal District, and authorizing the issuance of $700,000 serial
bonds ofsaid Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein refereed to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$700,000 bond anticipation note having been heretofore provided to the extent of $260,000 from
a source other than the proceeds of serial bonds.
6. A bond anticipation note of the Town in the principal amount of $250,000
shall be issued in anticipation of the sale of serial bonds authorized pursuant to the resolution
entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 21, 2011, authorizing the acquisition of equipment for use
by the Highway Department, stating the estimated maximum
cost thereof is $250,000, appropriating said amount for such
purpose, and authorizing the issuance of $250,000 bonds ofsaid
Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to.
7. Said $18,000 note, said $165,000 note, said $180,000 note, said $82,000
note, said $440,000 and said $250,000 note shall be combined for the purpose of sale into a
single note issue in the aggregate principal amount of $1,135,000 (hereinafter referred to as the
"Note").
8. The terms, form and details ofsaid Note shall be as follows:
Amount and Title: $1,135,000 Bond Anticipation Note for Various Purposes-2011
Dated: September 1, 2011
Matures: August 31, 2012
Number and
Denomination: Number 7R-1, at $1,135,000
Interest Rate
per annum: 0.74%
Form of Note: Substantially in accordance with form prescribed by Schedule
B,2 ofthe Local Finance Law ofthe State ofNew York.
9. The respective amounts of bond anticipation notes originally issued in
anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions
referred to in paragraphs 1 to 6, inclusive, hereof, including the Note, are: (1) $150,000, (2)
$590,000, (3) $400,000, (4) $700,000, (5) $1,400,000 and (6) $250,000, and the respective
amounts of bond anticipation notes which will be outstanding after the issuance of the Note,
~ ~ ;
including said Note, will be: (1) $18,000, (2) $165,000, (3) $180,000, (4) $82,000, (5) $440,000
and (6) $250,000.
10. The serial bonds authorized pursuant to the resolution referred to in
paragraphs 1, 2 and 5 hereof, are for improvements which are assessable, and the serial bonds
authorized pursuant to the resolutions referred to in paragraphs 3, 4 and 6 hereof, are for
improvements which are non-assessable.
11. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to JPMorgan Chase Bank, N.A., Melville, New York, as
registered owner, for the purchase price of $1,135,000.00, plus accrued interest, if any, from the
date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note
shall be payable as to both principal and interest at JPMorgan Chase Bank, N.A., Melville,
New York, and shall bear interest at the rate of seventy-four hundredths of one per centum
(0.74%) per annum, payable at maturity.
12. Said Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed or otherwise reproduced thereon and attested by its Deputy Town Clerk.
1 HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to are in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
September, 2011.
Supervisor
. ;
DEPUTY CLERK'S CERTIFICATE
I, Linda Cooper, Deputy Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Deputy Town Clerk on or before the
1st day of September, 2011, and
I FURTHER CERTIFY that no resolution electing to reassume any ofthe powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 1st day of
September, 2011.
~ih_!
Deput own Clerk'
(SEAL)
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $1,135,000 Bond Anticipation Note for Various Purposes-2011 (herein
referred to as the "Note" or "Notes"), dated and issued on September 1, 2011, as follows:
Unless the context cleazly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authority ng atorv. I am an officer of the Issuer chazged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Pumose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note. The provisions of this certificate
constitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
1.3. Reasonable Expectations. This certificate sets forth the facts, estimates
and circumstances now in existence which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no
other facts, estimates or circumstances that would materially change that expectation.
1.4. Composite Issue. No other governmental obligations have been sold
fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which are expected to be paid from substantially the
same source of funds as the Note.
1.5 No Federal Guazantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which aze: (a) invested during the temporary period referred to
in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States
Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank
Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home
Loan Bank Act, as amended:
(i) No portion of the payment of principal or interest with respect to the Note
is or will be guazanteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guazanteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guazanteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Infonnation. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Puroose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guazanteed yield and having a term of 4 yeazs or more.
1.9 IRS Information Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 8038G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
2.1. Authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and various bond resolutions duly
adopted by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the
Certificate of Determination executed by the Supervisor on September 1, 2011.
(b) For purposes of this Article II the term "proceeds" means the net amount
(after payment of all costs and expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. Purpose of Issue. The Note is being issued to provide funds for various
purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions.
2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the
amount of $885,000 (the "Current Refunding Note") will be used, together with $4,339,000
available funds, to redeem prior issues of bond anticipation notes currently outstanding in the
aggregate principal amount of $5,224,000 (the "Prior Issues"), heretofore issued to finance the
Project. The balance of the proceeds of sale of the Note in the principal amount of $250,000
(the "New Money Note") will be used to provide original financing for the New Money Projects.
2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or
another state or local governmental unit and will not be leased to any person who is not a state or
local governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to be derived from payments, whether or not to the
Issuer, in respect of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being financed, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note aze allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a governmental use and proceeds of the Note aze allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which are to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guazantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who are not State or local governments
on a basis different than the general public. Any management, or operations contract or
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based
on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract,
without penalty, at the end of any three year period, and (iii) at least 50% of the compensation
paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three yeazs; (ii) the issuer may terminate such contract (without penalty)
at the end of the second yeaz of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a percentage of
fees chazged, (i) the contract has a term (including renewal options) not exceeding two yeazs,
(ii) the issuer may terminate the contract (without penalty) at the end of the first yeaz, and
(iii) the service provider primarily provides services to third parties or the contract involves a
facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a management
contract or agreement for each person for whom the service provider
assumes the responsibility to provide all needed services for a specified
period, provided the quantity and type of services actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollaz aznount for services rendered
during a specified period of time (i.e. $XX per month) which amount may
automatically increase according to a specified, objective, external standard;
and
(iii) "per unit fee" means a stated dollaz amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9 Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have
been used within 3 yeazs of the date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10 Output Facilities. No more than 5% of the proceeds of the Note aze to be
used with respect to any output facility (other than a facility for the fiunishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note aze to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1 Temporazy Period-Refunding. With respect to the proceeds of the sale of
the Current Refunding Note representing proceeds allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
yeazs after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three years after the date of original issuance of the Prior Issue, such proceeds
will be invested at a yield not in excess of the yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to yield.
3.2 Temporary Period-New Money. With respect to the New Money Note:
(a) The Issuer has entered into or will enter into within six months from the
date of this certificate, binding commitment(s) for the acquisition, construction or
accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such
commitment(s) with respect to such New Money Project will or do exceed the amount equal to
5% of the New Money Note, being the aggregate amount of obligations currently issued for such
New Money Project.
(b) Such New Money Project has been completed, or, if such New Money
Project has not been completed, work on the acquisition, construction or accomplishment of such
New Money Project will proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three years from the date of this Certificate. No
more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments
with a term of four yeazs or more.
3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is
subject to the rebate requirement imposed by Section 148 of the Code because, with respect to
each:
(i) the Issuer was or is a governmental unit with general taxing powers;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local govenunental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendaz yeaz in which the Prior Issue was issued and the current
calendaz yeaz would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendaz
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of Re~avment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.6 Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding yeaz or one-twelfth of the debt service on the Note.
3.7 Sinking Funds. Except for the debt service fund described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similaz fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
ARTICLE IV
Bank Qualification
4.1 Desi ng ation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code.
(a) In making such designation it has been determined with respect to the
Current Refunding Note that:
(i) the Note currently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualifiedtax-exempt obligation";
(iii) the aggregate face amount of the Note does not exceed $10,000,000;
(iv) the Prior Issue had a weighted average maturity of 3 yeazs or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
(vi) not more than $30,000,000 of obligations issued by the Issuer during the
calendar yeaz in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be issued by the Issuer during the current calendaz
year will exceed $10,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendaz yeaz does not as of this date, and including this
issue, exceed $10,000,000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the 1st
day of September, 2011.
(SEAL) Supervisor
,s r
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York and herein referred to as the "Town,"
HEREBY CERTIFY that on or before September 1, 2011, we officially signed and properly
executed by manual signatures the $1,135,000 Bond Anticipation Note for Various Purposes-
2011 (the "Note") of the Town, payable to JPMorgan Chase Bank, N.A., Melville, New York,
as registered owner, and as otherwise described in Schedule A annexed hereto and by this
reference made a part hereof, and that at the time of such signing and execution and on the date
hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to
execute the Note and holding the respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that
neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
Note and is the legally adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
September 1, 2011, I delivered or caused the delivery of the Note to JPMorgan Chase Bank,
N.A., Melville, New York„ the purchaser thereof, and that at the time of such delivery of said
Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for
said Note, computed as follows:
Price ......................................................................................$1,135,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received ..................................................................$1,135,000.00
f
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 1st day of September, 2011.
nature Term of Office Expires Title
~~,~,~7~~y ~ December 31, 2011 Supervisor
_ December 31, 2013 Deputy Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, are true and genuine an~d~that~I
know said officers and know them
to hold the offices set opposite their si n'tures. C/~~/G«-C
John A. Cushman, II
Town Comptroller
v
ATTORNEY'S CERTIFICATE
I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law
of the State of New York, and am the duly chosen, qualified and acting Town Attomey of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York
and herein referred to as the "Town", that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the $1,135,000 Bond Anticipation
Note for Various Purposes-2011 (the "Note") of the Town, payable to JPMorgan Chase Bank,
N.A., Melville, New York, as registered owner, and as otherwise described in Schedule A
annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes to
pay the interest on or principal of the Note, or in any manner questioning the authority or
proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to
the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the
corporate existence or boundaries of the Town nor the title of any of the present officers thereof
to their respective offices is being contested, and that no authority or proceedings for the
issuance of the Note has or have been repealed, revoked or rescinded.
I HEREBY FURTHER CERTIFY 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 or enforce the collection of taxes or other revenues for the
payment of the Note, which has not been disclosed in the Official Statement relating to the Note.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
September 11.
Attomey
SCHEDULE A
Amount and Title: $1,135,000 Bond Anticipation Note for Various Purposes-2011
Dated: September 1, 2011
Matures: August 31, 2012
Number: 7R-1, at $1,135,000
Interest Rate
per annum: 0.74%
[ _
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
Linda Cooper, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Deputy Town Clerk of the
Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed
hereto called the "Town");
2. That with respect to the contract of sale of the Note of the Town described
in the Certificate of Determination executed by the Supervisor on the 1st day of September,
2011, to the financial institution indicated in such Certificate, I have made a careful inquiry of
each officer and employee of the Town having the power or duty to (a) negotiate, prepare,
authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or
claims under the contract, or (c) appoint an officer or employee who has any of the powers or
duties set forth above, as to whether or not such officer or employee has an interest (as defined
pursuant to Article 18 ofthe General Municipal Law) in such contract;
3. That upon information and belief, as a result of such inquiry, no such
officer or employee has any such interest in said contract unless otherwise noted in Schedule A
annexed hereto and by this reference made a part hereof.
~.(/k ~ ~n.l7ihJ
~eputlY y Towri~ Clerk
Subscribed and sworn to before me
this day of September, 2011.
C~~e~
Notary Public, State ofNew York
10NN A GUSHMAN
Notary Cublic, State, or New York
No. 01CU6174322
QWIH1atl Ih Suffolk County
Commission Expires Saptembar 17, 20»'
'
SCHEDULE A
1. is a stockholder of the Purchaser owning or
controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof
but no disclosure of such interest by said officer is required pursuant to said Law.
2. ,has an interest in the Purchaser solely by reason
of employment as an officer or employee thereof, but the remuneration of such employment will
not be directly affected as a result of said contract and the duties of such employment do not
directly involve the procurement, preparation or performance of any such part of such contract.
3. ,has publicly disclosed the nature and extent of
such interest in writing to the governing board of the Town. Such written disclosure has been
made a part of and set forth in the official record of proceedings of the Town.
.d
a
~ No. 8R-1 $800,000
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
BOND ANTICII'ATION NOTE FOR VARIOUS PURPOSES-2012
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 pey to Bridgehampton National Bank, Bridgehampton, New
York, as registered owner, the sum of EIGHT HUNDRED THOUSAND DOLLARS ($800,000) on the 30th day of August,
2013, together with interest thereon from the dale hereof at the rate of fifty hundredths of one per centum (0.50%) per annum,
payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United Slates of America, at
Bridgehampton National Bank, Bridgehampton, New York
Both principal of and interest on this Note shall be payable only to the registered holder, his legal
representatives, successors or transferees. This Note shall be transferable only upon presentation to such Town Clerk with a
written transfer of title and such Town Clerk shall thereupon register this Note m the name of the transferee in his books and shall
endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal '
representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its
genuineness by an officer of a bank or tmst company located and authorized to do business in this State.
This Note is the only Note of an authorized combined new and renewal issue, the principal amount of which is
$800,000.
This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated
Laws of the State of New York, various bond resolutions adopted by [he Town Boazd on their respective dates, authorizing [he
issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by the Supervisor on
August 30, 2012.
This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section
265 of the Internal Revenue Code of 1986, as amended.
The faith and credit of such Town arc hereby irrevocably pledged for the punctual payment of the principal of and
interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York ro exist, [o have happened and to have been performed precedent to and in the
r issuance of this Note, exist, have happened and have been performed, and that this Note, together with sll other indebtedness of
such Town, is within every debt and other limit prescribed by the Constltution and laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its Supervisor,
and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by
its Town Clerk and this Note to be dated as of the 30th day of August, 2012.
T OFSOUTHOLD
(SEAL)
By
Supervisor
ATTEST:
~~~y//~~~,Q~{ t Ji . ~.iN/IJl
V Town Clerk
.
8
c
n ,i
A.
.ice I
- 1
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $800,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2012 OF THE TOWN OF
SOUTHOLD, NEW YORK
I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called
the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the
chief fiscal officer of the Town, by the Town Boazd of the Town, pursuant to the bond
resolutions duly adopted and amended and as referred to in the pazagraphs below and subject to
the limitations prescribed in said bond resolutions, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $15,000
shall be issued to renew, in part, the $18,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, ratifying the appropriation of $30,000 to finance a
part of the cost of construction of improvements to certain highways
in the Hamlet of Orient, known as Ryder Farm Lane and Pazk View
Lane; stating the estimated maximum cost thereof is $180,000, with
$150,000 of said cost expected to be paid from other sources; and
authorizing the issuance of $30,000 serial bonds of said Town to
finance said $30,000 appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said $18,000
bond anticipation note having been heretofore provided to the extent of $3,000 from a source
other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the principal amount of $15,000
shall be issued to renew, in part, the $165,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 17, 2008, appropriating $590,000 for the increase and
improvement of facilities of the Southold Solid Waste Management
District, in said Town, and authorizing the issuance of $590,000
serial bonds of said town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
1193705.1
$165,000 bond anticipation note having been heretofore provided to the extent of $150,000 from
a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $90,000
shall be issued to renew, in part, the $180,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 29, 2008, appropriating $400,000 to pay the cost of acquiring
the easterly half of the certain piece of parcel of land, containing
one half of one acre, more or less, situate adjacent to the Town Hall
property, and previously acquired by the town pursuant to the
eminent domain proceeding (Index No. 06-23054) commenced in
the Supreme Court of the State of New York, Suffolk County, on
August 3, 2006, and authorizing the issuance of $400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
$180,000 bond anticipation note having been heretofore provided to the extent of $90,000 from a
source other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of $41,000
shall be issued to renew, in part, the $82,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
Mazch 9, 2010 and amended May 4, 2010, authorizing the
construction of improvements to various roads on Fishers Island,
including related drainage improvements, stating the estimated
maximum cost thereof is $1,400,000, appropriating said amount
for such purpose, and authorizing the issuance of $1,400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said $82,000
bond anticipation note having been heretofore provided to the extent of $41,000 from a source
other than the proceeds of serial bonds.
5. A bond anticipation note of the Town in the principal amount of $330,000
shall be issued to renew, in part, the $440,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
1193705.1
"Bond Resolution of the Town of Southold, New York, adopted
June 15, 2010 and amended May 4, 2010, appropriating $700,000
for the improvement of facilities of the Southold Town Wastewater
Disposal District, and authorizing the issuance of $700,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein refened to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
$440,000 bond anticipation note having been heretofore provided to the extent of $110,000 from
a source other than the proceeds of serial bonds.
6. A bond anticipation note of the Town in the principal amount of $189,000
shall be issued to renew, in part, the $250,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 21, 2011, authorizing the acquisition of equipment for use
by the Highway Department, stating the estimated maximum
cost thereof is $250,000, appropriating said amount for such
purpose, and authorizing the issuance of $250,000 bonds of said
Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
$250,000 bond anticipation note having been heretofore provided to the extent of $61,000 from a
source other than the proceeds of serial bonds.
7. A bond anticipation note of the Town in the principal amount of $120,000
shall be issued in anticipation of the sale of the serial bonds authorized pursuant to the bond
resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 19, 2012, authorizing the construction of vazious
improvements to Town-owned facilities located at the Town's
Highway Department yazd, at the estimated maximum cost of
$106,000 and to the Town's Police Department headquarters
building, at the estimated maximum cost of $14,000, stating the
estimated total cost thereof is $120,000, appropriating said
amount for such purposes, and authorizing the issuance of
$120,000 bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to.
8. Said $15,000 note, said $15,000 note, said $90,000 note, said $41,000
note, said $330,000 note, said $189,000 note and said $120,000 shall be combined for the
1193705.1
purpose of sale into a single note issue in the aggregate principal amount of $800,000
(hereinafter referred to as the "Note").
9. The terms, form and details of said Note shall be as follows:
Amount and Title: $800,000 Bond Anticipation Note for Vazious Purposes-2012
Dated: August 30, 2012
Matures: August 30, 2013
Number and
Denomination: Number 8R-1, at $800,000
Interest Rate
per annum: 0.50%
Form of Note: Substantially in accordance with form prescribed by Schedule
B,2 of the Local Finance Law of the State of New York.
10. The respective aznounts of bond anticipation notes originally issued in
anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions
referred to in pazagraphs 1 to 7, inclusive, hereof, including the Note, aze: (1) $150,000, (2)
$590,000, (3) $400,000, (4) $1,400,000, (5) $700,000, (6) $250,000 and (7) $120,000, and the
respective amounts of bond anticipation notes which will be outstanding after the issuance of the
Note, including said Note, will be: (1) $15,000, (2) $15,000, (3) $90,000, (4) $41,000, (5)
$330,000, (6) $189,000 and (7) $120,000.
11. The serial bonds authorized pursuant to the resolutions referred to in
pazagraphs 1, 2 and 5 hereof, are for improvements which aze assessable, and the serial bonds
authorized pursuant to the resolutions referred to in pazagraphs 3, 4, 6 and 7 hereof, aze for
improvements which are non-assessable.
12. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Bridgehampton National Bank, Bridgehampton, New
York, as registered owner, for the purchase price of $800,000.00, plus accrued interest, if any,
from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that
said Note shall be payable as to both principal and interest at Bridgehampton National Bank,
Bridgehampton, New York, and shall beaz interest at the rate of fifty hundredths of one per
centum (0.50%) per annum, payable at maturity.
13. Said Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed or otherwise reproduced thereon and attested by its Town Clerk.
1193705.1
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to aze in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
August, 2012.
l~..~r1
Supervisor
1193705.1
CLERK'S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Town Clerk on or before the 30th
day of August, 2012, and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Boazd.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 30th day of August,
2012.
~~l~ai~ ~ ~..,~1~
`Mown Clerk
(SEAL)
1193705.1
/ ,
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called
the "Town");
2. That with respect to the contract of sale of the Note of the Town described
in the Certificate of Determination executed by the Supervisor on the 30th day of August, 2012,
to the financial institution indicated in such Certificate, I have made a cazeful inquiry of each
officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize
or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims
under the contract, or (c) appoint an officer or employee who has any of the powers or duties set
forth above, as to whether or not such officer or employee has an interest (as defined pursuant to
Article 18 of the General Municipal Law) in such contract;
3. That upon information and belief, as a result of such inquiry, no such
officer or employee has any such interest in said contract unless otherwise noted in Schedule A
annexed hereto and by this reference made a part hereof.
~a / ~,.,.~~e
Town Clerk
Subscribed and sworn to before me
this day of August, 2012.
G'CL~kcG ~ l9-ts,OlJ[~
Notazy Publi ,State of New York
LINDA J COOPER
NOTARY Pi~P; LIC, 5'. a°;a cf New York
N O.O~C0~~5225~,3, Sul Falk Coin y
Term Expire:; December u1, 20~~
1193705.1
JI ~
SCHEDULE A
1. is a stockholder of the Purchaser owning or
controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof
but no disclosure of such interest by said officer is required pursuant to said Law.
2. , has an interest in the Purchaser solely by reason
of employment as an officer or employee thereof, but the remuneration of such employment will
not be directly affected as a result of said contract and the duties of such employment do not
directly involve the procurement, prepazation or performance of any such part of such contract.
3. ,has publicly disclosed the nature and extent of
such interest in writing to the governing board of the Town. Such written disclosure has been
made a part of and set forth in the official record of proceedings of the Town.
1193705.1
• ~
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York and herein referred to as the "Town,"
HEREBY CERTIFY that on or before August 30, 2012, we officially signed and properly
executed by manual signatures the $800,000 Bond Anticipation Note for Various Purposes-2012
(the "Note") of the Town, payable to Bridgehampton National Bank, Bridgehampton, New
York, as registered owner, and as otherwise described in Schedule A annexed hereto and by this
reference made a part hereof, and that at the time of such signing and execution and on the date
hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to
execute the Note and holding the respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that
neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
Note and is the legally adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
August 30, 2012, I delivered or caused the delivery of the Note to Bridgehampton National
Bank, Bridgehampton, New York„ the purchaser thereof, and that at the time of such delivery
of said Note, the Town received from said purchaser the amount hereinbelow stated, in full
payment for said Note, computed as follows:
Price .........................................................................................$800,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received .....................................................................$800,000.00
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IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 30th day of August, 2012.
/S~i~~a~~,~,re Term of Office Expires Title
~~~2~`°g,~~ December 31, 2013 Supervisor
December 31, 2013 Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, aze true and genuine and that I know said officers and know them
to hold the offices set opposite their 'gnatu
John A. Cushman, II
Town Comptroller
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ATTORNEY'S CERTIFICATE
I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law
of the State of New York, and am the duly chosen, qualified and acting Town Attorney of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York
and herein referred to as the "Town", that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the $800,000 Bond Anticipation
Note for Various Purposes-2012 (the "Note") of the Town, payable to Bridgehampton National
Bank, Bridgehampton, New York, as registered owner, and as otherwise described in Schedule
A annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes
to pay the interest on or principal of the Note, or in any manner questioning the authority or
proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to
the Note or affecting the validity thereof or the lery or collection of said taxes, that neither the
corporate existence or boundazies of the Town nor the title of any of the present officers thereof
to their respective offices is being contested, and that no authority or proceedings for the
issuance of the Note has or have been repealed, revoked or rescinded.
I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any
nature now pending or threatened by or against the Town wherein an adverse judgment or ntling
could have a material adverse impact on the financial condition of the Town or adversely affect
the power of the Town to levy, collect or enforce the collection of taxes or other revenues for the
payment of the Note, which has not been disclosed in the Official Statement relating to the Note.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
August, 2012.
orney
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SCHEDULE A
Amount and Title: $800,000 Bond Anticipation Note for Various Purposes-2012
Dated: August 30, 2012
Matures: August 30, 2013
Number: 8R-1, at $800,000
Interest Rate
per annum: 0.50%
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- -
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $800,000 Bond Anticipation Note for Various Purposes-2012 (herein
referred to as the "Note" or "Notes"), dated and issued on August 30, 2012, as follows:
Unless the context clearly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
I.1. Authority of Signatory. I am an officer of the Issuer chazged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Purpose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note. The provisions of this certificate
consfitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
1.3. Reasonable Expectations. This certificate sets forth the facts, estimates
and circumstances now in existence which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no
other facts, estimates or circumstances that would materially change that expectation.
1.4. Composite Issue. No other governmental obligations have been sold
fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which are expected to be paid from substantially the
same source of funds as the Note.
1.5 No Federal Guazantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which are: (a) invested during the temporary period referred to
in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States
Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank
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Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home
Loan Bank Act, as amended:
(i) No portion of the payment of principal or interest with respect to the Note
is or will be guazanteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guaranteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guazanteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guazanteed yield and having a term of 4 yeazs or more.
1.9 IRS Infonnation Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 8038G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
2.1. Authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and various bond resolutions duly
adopted by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the
Certificate of Determination executed by the Supervisor on August 30, 2012.
(b) For purposes of this Article II the term "proceeds" means the net amount
(after payment of all costs and expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. Purpose of Issue. The Note is being issued to provide funds for various
purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions.
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2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the
amount of $680,000 (the "Current Refunding Note") will be used, together with $455,000
available funds, to redeem prior issues of bond anticipation notes currently outstanding in the
aggregate principal amount of $1,135,000 (the "Prior Issues"), heretofore issued to finance the
Project. The balance of the proceeds of sale of the Note in the principal amount of $120,000
(the "New Money Note") will be used to provide original financing for the New Money Projects.
2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or
another state or local governmental unit and will not be leased to any person who is not a state or
local governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used duectly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to be derived from payments, whether or not to the
Issuer, in respect of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being financed, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note are allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a governmental use and proceeds of the Note are allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which are to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guazantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who aze not State or local governments
on a basis different than the general public. Any management, or operations contract or
1193705.1
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based
on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract,
without penalty, at the end of any three year period, and (iii) at least 50% of the compensation
paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three yeazs; (ii) the issuer may terminate such contract (without penalty)
at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal options) not exceeding two years,
(ii) the issuer may terminate the contract (without penalty) at the end of the first year, and
(iii) the service provider primarily provides services to third parties or the contract involves a
facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a management
contract or agreement for each person for whom the service provider
assumes the responsibility to provide all needed services for a specified
period, provided the quantity and type of services actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollar amount for services rendered
during a specified period of time (i.e. $XX per month) which amount may
automatically increase according to a specified, objective, external standazd;
and
(iii) "per unit fee" means a stated dollar amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9 Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have
been used within 3 years of the date hereof to make such loans. The payment of legal and
1]93705.1
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10 Output Facilities. No more than 5% of the proceeds of the Note are to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1 Temporary Period-Refundinc. With respect to the proceeds of the sale of
the Current Refunding Note representing proceeds allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
years after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three yeazs after the date of original issuance of the Prior Issue, such proceeds
will be invested at a yield not in excess of the yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to yield.
3.2 Temporary Period-New Money. With respect to the New Money Note:
(a) The Issuer has entered into or will enter into within six months from the
date of this certificate, binding commitment(s) for the acquisition, construction or
accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such
commitment(s) with respect to such New Money Project will or do exceed the amount equal to
5% of the New Money Note, being the aggregate amount of obligations currently issued for such
New Money Project.
(b) Such New Money Project has been completed, or, if such New Money
Project has not been completed, work on the acquisition, construction or accomplishment of such
New Money Project will proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three years from the date of this Certificate. No
more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments
with a term of four years or more.
3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is
subject to the rebate requirement imposed by Section 148 of the Code because, with respect to
each:
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(i) the Issuer was or is a governmental unit with general taxing powers;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local governmental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendar yeaz in which the Prior Issue was issued and the current
calendaz year would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendar
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.6 Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding yeaz or one-twelfth of the debt service on the Note.
3.7 Sinking Funds. Except for the debt service fund described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similar fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
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ARTICLE IV
Bank Qualification
4.1 Desi nation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code.
(a) In making such designation it has been determined with respect to the
Current Refunding Note that:
(i) the Note currently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualified tax-exempt obligation";
(iii) the aggregate face amount of the Note does not exceed $10,000,000;
(iv) the Prior Issue had a weighted average maturity of 3 yeazs or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
(vi) not more than $10,000,000 of obligations issued by the Issuer during the
calendaz yeaz in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be issued by the Issuer during the current calendaz
yeaz will exceed $10,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendar year does not as of this date, and including this
issue, exceed $10,000,000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the
30th day of August, 2012.
Q
(SEAL) Supervisor
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