HomeMy WebLinkAboutPublic Improvement bond
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QTC C 55 WATER STREET
NEW YORK, NY 10041-0099
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TEL: (212) 855-4535
mames@dtcc.com
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October 26, 2013
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TOWN OF SOUTHOLD
JOHN CUSHMAN
53095 MAIN RD
SOUTHOLD, NY 11971-0959
(631) 765-4333 EXT: 4333
Re: Declaration of Unavailable Certificates - Termination of Limited Indemnity
Ladies and Gentlemen:
We refer to the Declaration of Unavailable Certificate(s) and Limited Indemnity,
bearing control number 2013031820769 (the "Declaration"), provided by The
Depository Trust Company ("DTC") with respect to the Security Certificates' listed
on the attached "Schedule A" in order to process one or more transactions with
respect to Security Certificates that were not available for Delivery by DTC due to
Hurricane Sandy.
The Security Certificates listed on Schedule A are now available. Pursuant to
Section 6 of the Declaration, the Security Certificates are attached to this letter
for immediate cancellation and this shall constitute Delivery of the Unavailable
Certificate(s) to the Issuer or its Representative.
Accordingly, the Indemnity set forth in Section 7 of the Declaration is terminated
and deemed null and void pursuant to the terms of the Declaration, provided,
however, that if:
1. the Issuer or its Representative shall report to DTC within thirty (30) days of
the date hereof that any of the Security Certificates listed on Schedule A are
not attached or are not identifiable (the "Exception Report"),' the Indemnity
'Capitalized terms not defined herein shall have the meaning given to them in the Declaration.
2The Exception Report shall list: (a) the Declaration control number referenced in the first paragraph above;
(b) the applicable Security Certificate number(s) and share amount(s); (c) any tracking number provided by DTC
to the Issuer or its Representative with respect to this letter and its attachments; and (d) any other
comments deemed relevant by the Issuer or its Representative concerning the Exception Report.
The Issuer or its Representative shall send the Exception Report via email to loi®dtcc.com.
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c~i+ shall only terminate and be deemed null and void with respect to those
Security Certificates listed on Schedule A that do not appear on the
Exception Report. The Indemnity with respect to the Security Certificates
listed on the Exception Report shall not terminate nor be deemed null and
void until mutually agreed by DTC and the Issuer or its Representative after
having balanced their records and reconciled the exceptions listed on the
Exception Report; and
2. DTC does not receive an Exception Report from the Issuer or its
Representative within thirty (30) days of the date hereof, your receipt of
this letter and its attachments shall constitute your acknowledgment that,
pursuant to the Declaration, you have received the Security Certificates
listed on the attached Schedule A.
Please call Agnes Chiam at (212) 855-3366 if you have any questions.
THE DEPOSITO TRU C Y
By: - I k -
ame: Michael Ames
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Schedule A
Available Certificates
LOI: 2013031820769 8360 TOWN OF SOUTHOLD
CUSIP - -Certificate Denomination Registration Agent LOI LOI Exception Comments
Receipt Exception
Number
~~445000061 625000 CEDE 8 CO.
~1 625000
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REGI~'I EKED REGIS TF{RC~ D'
NO. R°6 5625,8!0
UNITED STATES OF AMEiCA
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COUNTY OF SUFFOK
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TOWN OF SOUTHI,D
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O PUBLIC IMPROVEMENT SE1<~ BOND-2007
ITN INTEREST DATT OF ORIGINAL CUSIP
Z O MATURITY DATE RATE ISSUE NUMBER
X April 15, 2013 4.25% April 15, 2007 844572 JF5
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n REGISTERED OWNER: CEDE & CO.
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PRINCIPAL SUM: SIX HUNDRED TWENCY-FIVE THOUSANA DOLLARS
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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
Z to pay to the REGISTERED OWNER named above, or regisered assigns, on the MATURITY
v DATE (stated above), the PRINCIPAL SUM (stated above) upon presentation and surrender of
this bond at the office of the Town Clerk, Town of Soutl;old, Town Hall, 53095 Main Road,
Southold, New York, as fiscal agent (herein called "Fijcal Agent'), or any successor thereto, and
to pay interest on such principal sum from April 15, ;007 or from the most recent interest
payment date to which interest has been paid at the INTEREST RATE (stated above), payable
October 15, 2007 and semiannually thereafter on April 15 and October 15 in each year until
maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town
or its agent on each interest payment date to the registered owner hereof at his address as it
appears on the registration books of the Town maintained by the Fiscal Agent or at such other
address as may be famished in writing bysuch registered owner to the Fiscal Agent as of the
close of business on the last day of the month preceding each interest payment date. The
principal of and interest on this bond aie payable in any coin or currency of the United States of
America which, at the date of paymerv, is legal tender for the payment of public and private
debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer
or clearinghouse funds as set forth above.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
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The faith and credit bf suLn'rown are hereby irrevozably pledged to the punctual
payment of the principal of and interest on this bond according to is terms.
It is hereby certified and recited that all corditicm,, acts and things required by the
Constitution and statutes of the State of New York to exist, toh,:ve happened and to have been
performed precedent to and in the issuance of this bond, exist have happened and have been
performed, and that the issue of bonds of which this is one,, tog-they with all other indebtedness
of the Town of Southold, is within every debt and other limitprescribed by the Constitution and
laws of such State.
IN WITNESS WHEREOF, the TOWN O SOUTHOLD has caused this bond
to be executed in its name by the manual signature of its A €rvisor and its corporate seal to be
impressed hereon and attested by the manual signature cx's'Town Clerk.
T(1VN OF SOUTHOLD
(SEAL) By. _
Supervisor
ATTEST:
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0 Town Clerk
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To of Southold, New York
Public Improvement Serial Bond-2007 g
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This bond is one of an authorized issue, the aggregate principal amount of which
is $14,650,000, the bonds of which are of like tenor, except as to number, denomination, interest
rate and maturity, and is issued pursuant to the provisions of the Local Finance Law, constituting
Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), various bond
resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance
of serial bonds of the Town to finance various purposes in and for the Town, and the Certificate I
of Determination executed by the Supervisor as of March 27, 2007; determining the terms, form
and details of issuance of said $14,650,000 serial bonds (the "Bonds") and providing for the
public sale thereof (the "Certificate of Determination").
The Bonds are issuable in the form of registered bonds without coupons in
denominations of $5,000, or any integral multiple thereof.
This Bond is transferable or exchangeable, as provided in the Certificate of
Determination, only upon the books of the Town kept for that purpose at the office of the Fiscal
Agent, by the registered owner hereof in person, or by his attorney duly authorized in writing,
upon the surrender of this Bond together with a written instrument of transfer or exchange
satisfactory to the Fiscal Agent duly executed by the registered owner or his attorney duly
authorized in writing, and thereupon a new Bond or Bonds, in the same aggregate principal
amount and of the same maturity, shall be issued to the transferee or the registered owner in
exchange therefor as provided in the Certificate of Determination and upon the payment of the
charges, if any, therein prescribed.
The Bonds maturing on or before April 15, 2017 will not be subject to redemption
prior to maturity. The Bonds maturing on or after April 15, 2018 will be subject to redemption
prior to maturity, at the option of the Town, on April 15, 2017 and thereafter on any date, in
whole or in part, and if in part, in any order of their maturity and in any amount within a maturity
(selected by lot within a maturity), at par, plus accrued interest to the date of redemption.
The Bonds shall be redeemable prior to maturity upon the giving of notice which
identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at.
their respective addresses as shown upon the registration books of the Fiscal Agent at least 30
days prior to the dates set for any such redemption. If notice of redemption shall have been
given as aforesaid, the Bonds so called for redemption shall become due and payable at the
applicable redemption price on the redemption date designated in such notice, and interest on
such Bonds shall cease to accrue from and after such redemption date.
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H#wkiI)elafield &Wood LLP
One &shase Manhattan Plaza
New York, New York 10005
The Town Board of
the Town of Southold,
in the County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the authorization, sale and
issuance of $14,650,000 Public Improvement Serial Bonds-2007 (the "Bonds"), of the Town of
Southold (the "Town"), in the County of Suffolk, New York.
The Bonds are issued pursuant to the provisions of the Local Finance Law,
constituting Chapter 33-a of the Consolidated Laws of the State of New York, various bond
resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance
of serial bonds of the Town to finance various purposes in and for the Town and the Certificate
of Determination executed by the Supervisor as of March 27, 2007, determining the terns, form
and details of issuance of said $14,650,000 serial bonds and providing for their public sale.
The Bonds are dated April 15, 2007, mature on April 15 in the principal amounts
in each of the following years, and bear interest at the respective rates per annum payable
October 15, 2007 and semiannually thereafter on April 15 and October 15 in each year until
maturity, as set forth below:
Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2008 $700,000 4.00% 2020 $675,000 4.25%
2009 725,000 4-1/8 2021 675,000 4.25
2010 575,000 4-1/8 2022 675,000 4.25
2011 575,000 4.25 2023 725,000 4.25
2012 600,000 4.25 2024 725,000 4.25
2013 625,000 4.25 2025 725,000 4.25
2014 625,000 4.25 2026 550,000 4.25
2015 625,000 4.25 2027 550,000 4.25
2016 625,000 4.25 2028 550,000 4.25
2017 675,000 4.25 2029 550,000 4.25
2018 675,000 4.25 2030 550,000 4.25
2019 675,000 4.25
The Bonds maturing on or before April 15, 2017 will not be subject to redemption
prior to maturity. The Bonds maturing on or after April 15, 2018 will be subject to redemption
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prior to maturity, at the option of the '1Qwn, on April 15, 2017 and thereafter, on any date, in
whole or in part, at par, and subject to otice and other conditions as stated in the Bonds.
The Bonds are issued only in fully registered form without interest coupons, in the
name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an
automated depository for securities and clearinghouse for securities transactions which will
maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond
will be initially issued for each maturity in the aggregate principal amount of such maturity.
Purchases of ownership interests in the Bonds will be made in book-entry form in denominations
of $5,000 or any integral multiple thereof.
In our opinion, said Bonds are valid and legally binding general obligations of the
Town for which the Town has validly pledged its faith and credit and, unless paid from other
sources, all the taxable real property within the Town is subject to the levy of ad valorem real
estate taxes to pay the Bonds and interest thereon without limitation of rate or amount. The
enforceability of rights or remedies with respect to such Bonds may be limited by bankruptcy,
insolvency or other laws affecting creditors' rights or remedies heretofore or hereafter enacted.
The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain
requirements that must be met subsequent to the issuance and delivery of the Bonds in order that
interest on the Bonds be and remain excludable from gross income under Section 103 of the
Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate,
has certified to the effect that the Town will comply with the provisions and procedures set forth
therein and that it will do and perform all acts and things necessary or desirable to assure that
interest paid on the Bonds is excludable from gross income under Section 103 of the Code. We
have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered
concurrently with the delivery of the Bonds, and in our opinion, such certificate contains
provisions and procedures under which such requirements can be met.
In our opinion, under existing statutes and court decisions, (i) interest on the
Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of
the Code, and (ii) interest on the Bonds is not treated as a preference item in calculating the
alternative minimum tax imposed on individuals and corporations under the Code; such interest,
however, is included in the adjusted current earnings of certain corporations for purposes of
calculating the alternative minimum tax imposed on such corporations. In rendering the opinion
in this paragraph, we have (i) relied on the representations, certifications of fact, and statements
of reasonable expectations made by the Town in the Arbitrage and Use of Proceeds Certificate
and others in connection with the Bonds, and (ii) assumed compliance by the Town with certain
provisions and procedures set forth in the Arbitrage and Use of Proceeds Certificate relating to
compliance with applicable requirements of the Code to assure the exclusion of interest on the
Bonds from gross income under Section 103 of the Code.
Further, in our opinion, under existing statutes, interest on the Bonds is exempt
from personal income taxes of New York State and its political subdivisions, including The City
of New York.
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Except as stated abQv@, e,express no opinion regarding any other federal or state
tax consequences with respect to the Bonds. We render our opinion under existing statutes and
court decisions as of the issue date, and we assume no obligation to update our opinion after the
issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or
otherwise. We express no opinion on the effect of any action hereafter taken or not taken in
reliance upon an opinion of other counsel on the exclusion from gross income for federal income
tax purposes of interest on the Bonds, or on the exemption from state and local tax law of interest 1
on the Bonds.
Other than such record of proceedings, we have not been requested to examine or
review and have not examined or reviewed the accuracy or sufficiency of the Official Statement,
or any additional proceedings, reports, correspondence, financial statements or other documents,
containing financial or other information relative to the Town which have been or may hereafter
be furnished or disclosed to purchasers of said Bonds, and we express no opinion with respect to
any such financial or other information or the accuracy or sufficiency thereof.
We have examined the executed first numbered Bond of said issue and, in our
opinion, the form of said Bond and its execution are regular and proper.
Very truly yours,
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STATWNT OF INSURANCE
Financial Guaranty Insurance Policy No. 26504BE (the "Policy") with respect to
payments due for principal of and interest on this Bond has been issued by Ambac Assurance
Corporation ("Ambac Assurance"). The Policy has been delivered to The Bank of New York,
New York, New York, as the Insurance Trustee under said Policy and will be held by such
Insurance Trustee or any successor insurance trustee. The Policy is on file and available for
inspection at the principal office of the Insurance Trustee and a copy thereof may be secured
from Ambac Assurance or the Insurance Trustee. All payments required to be made under the
Policy shall be made in accordance with the provisions thereof. The owner of this Bond
acknowledges and consents to the subrogation rights of Ambac Assurance as more fully set forth
in the Policy.
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ASSIGNMENT J V
FOR VALUE RECEIVED, the Undersigned hereby sells,
assigns and transfers unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
the within Bond and does hereby irrevocably constitute and appoint
Attorney
to transfer said Bond on the books kept for registration of said Bond, with full power of
substitution in the premises.
Dated:
Signature Guaranteed: Notice: The signature to
Notice: Signature(s) must be this assignment must cor-
acknowledged or proved, or in the respond with the name as
alternative, certified as to its it appears upon the face
genuineness by an officer of a bank of the within bond in
or trust company located and authorized every particular, without
to do business in New York State. alteration or enlargement or any
change whatever
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o~~OF SOUlyol
ELIZABETH A. NEVILLE Town Hall, 53095 Main Road
TOWN CLERK P.O. Box 1179
REGISTRAR OF VITAL STATISTICS P Q Southold, New York 11971
MARRIAGE OFFICER Fax (631) 765-6145
RECORDS MANAGEMENT OFFICER Telephone (631) 765-1800
FREEDOM OF INFORMATION OFFICER Coon N~ southo dt wn. nor hfork. net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
March 27, 2007
Robert P. Smith, Esq.
Hawkins, Delafield & Wood, LLP
One Chase Manhattan Plaza
New York, NY 10005
Re: Town of Southold, New York -
$14,650,000 Public Improvement Serial Bonds - 2007
Dear Mr. Smith:
I hereby certify that on this date I have caused to be filed in my office the Debt
Statement prepared as of March 27, 2007 in connection with the sale of the
above referenced bond issue.
Eriza tt5~ h A. Neville
Town Clerk
(SEAL)
cc: John Cushman
Robert F. Sikora
SUGGESTED FORM OF-CLERK'S CERTIFICATION LETTER
(LETTERHEAD)
(Date)
Robert P. Smith, Esq.
Hawkins Delafield & Wood LLP
One Chase Manhattan Plaza
New York, New York 10005
Re: Town of Southold, New York -
$14,650,000 Public Improvement Serial Bonds - 2007
• Dear Mr. Smith:
1 hereby certify that on this date I have caused to be filed in my office the Debt Statement prepared as of March
27, 2007 in connection with the sale of the above referenced bond issue.
ELIZABETH A. NEVILLE
CLERK
(SEAL)
• cc: John Cushman
Robert F. Sikora
AC 973 (Rev. 7/85)
Cities under 125,000 population
Counties
Towns
Villages
STATE OF NEW YORK
OFFICE OF THE STATE COMPTROLLER
ALBANY, NEW YORK 12236
DEBT STATEMENT
OF
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
PREPARED AS OF
MARCH 27, 2007
THE FOLLOWING IS A STATEMENT OF THE TOWN OF SOUTHOLD IN THE COUNTY OF
SUFFOLK, NEW YORK, TO CONTRACT INDEBTEDNESS, AND IS PREPARED AS OF MARCH 27,
2007 PURSUANT TO TITLE 8, ARTICLE II OF THE LOCAL FINANCE LAW.
DEBT LIMIT
Counties (except Nassau), cities, towns and villages $ 568,132,480
Multiply "Average Full Valuation" (page 5), Line 7 by.07
(Nassau County. 10)
TOTAL NET INDEBTEDNESS
Total Inclusions (page 5) $19,019,000
Total Total. Exclusions (Page 6) 2,508.000
Total Net Indebtedness $ 15.511,000
NET DEBT-CONTRACTING MARGIN
Debt Limit (Above) $568,132,480
Less: Total Net Indebtedness (Above) 15,511,000
Net Debt-Contracting Margin $ 552.621.480
PERCENTAGE OF DEBT-CONTRACTING POWER EXHAUSTED
We e wide "Total Net Indebtedness" by "Debt Limit" and enter
sult here 2.73%
PROPOSED BOND ISSUE
The amount of bonds proposed to be sold at public sale on April 10, 2007 in connection
with which this statement is made and filed is $ 14,650.000
The amount of bond anticipation notes heretofore issued in anticipation of the sale and
issuance of such bonds and included at "Borrowings" at Item 1 of Inclusions at page 5 is $ 4,515,000
-1-
STATEMENT OF TOTAL DEBT
AVERAGE FULL VALUATION OF TAXABLE REAL ESTATE
Computation of Average Full Valuation Based on Last Five Completed Assessment Rolls
(1) (2) (3)
Taxable Assessed Full Valuation of
Line For Fiscal Valuation of Final State Taxable Real Estate
No. Year Ending Real Estate Equalization Rate (Column 1 - Column 2)
1. 12-31-03 98,928,528 1.71 5,785,294,035
2. 12-31-04 101,872,561 1.49 6,837,084,630
3. 12-31-05 104,228,885 1.25 8,338,310,800
4. 12-31-06 105,502,965 1.13 9,336,545,575
5. 12-31-07 106,950,027 1.04 10,283,656,442
6. Total of Lines 1 to 5 Inclusive $40,580,891,482
•7. Average Full Valuation (1/5 of Total of Column 3 8,116.178.296
INCLUSIONS
1. Borrowings. Sec. 135.00(a)(1) $ 19,019,000
2. Real Property Liabilities. Sec. 135.00(a)(2)
3. Contract Liabilities. Sec. 135.00(a)(3)
4. Cities, Towns and Villages:
Contract Liabilities: Housing Guarantees; Subsidies.
Sec. 135.00(a)(4),(a)(4-a),(a)(4-b)
5. Cities, Towns, Villages:
State Loans to Certain Housing Authorities and
Municipalities. Sec. 135.00(a)(5)
Judgments, Claims, Awards and Determinations.
Sec. 135.00(a)(6)
7. Cities, Towns, Villages:
Indebtedness Contracted by Certain District Corporations.
Sec. 135.00(a) (7)
8. Indebtedness Contracted or incurred Pursuant to Article II,
Title 1-A of the Local Finance Law in relation to a Joint
Service of Joint Water, Sewage, or Drainage Project:
See Instruction 5, Page 2.)
a) Borrowings: Several Indebtedness
b)) Borrowings: Allocated or Apportioned Joint
Indebtedness
c Real Property Liabilities
d Contract Liabilities .
e Judgments, Claims, Awards and Determinations
TOTAL INCLUSIONS $19.019,000
-2-
GROSS JOINT INDEBTEDNESS
The aggregate gross amount of all joint indebtedness before
apportionment of allocation is $
(See Instruction 6, page 3.)
EXCLUSIONS
1. Tax and Revenue Obligations. Sec. 136.00(1) $
2. Obligations Issued for other than Capital Improvements.
Sec. 36.00(1-a)
3. Water Indebtedness. Sec. 136.00(2)
4. Indebtedness Contracted for Self-Liquidating Projects.
Sea 136.00(3)
• 5. Sewer Indebtedness Contracted on or after January 1, 1962,
and prior to January 1, 1994. Sec. 136.00(4-a)
6. Bonds for Pensions. Sec. 136.00(4)
7. Cities and Villages with Population of 5,000 or More:
Indebtedness for Housing and Urban Renewal Purposes.
Sec. 136.00(8)
(See also, if applicable, indebtedness for housing or urban
renewal purposes (Sec. 136.00(8-a)).
8. Towns and Villages with Population of Less than 5,000:
Subsidies or Guarantees for Housing Purposes. Sec 136.00(9)
9. Assets of Sinking Funds. Sec. 136.00(10)
10. Refunded and Refunding bonds. Sec. 136.00(10-a)(10-b)
18 1. Cash on Hand for Debts. Sec. 136.00(11) 1,504,689
12. Appropriations. Sec. 136.00(12) 1,003.311
13. Cities Only:
School Indebtedness. Sec. 136.00(13)
14. (a) Several Indebtedness Contracted in relation to a Joint
Water Project. Sec. 15.50 ( )
(b)
(b) Joint Indebtedness Contracted for such Purpose . . . . . . . . . . . .
15. (a) Several Indebtedness Contracted for a Joint Service and
Excluded Pursuant to Local Finance Law, Sec. 15.20 and
123.00 (a)
(b) The Apportioned or Allocated Amount of any such Joint
Indebtedness so Excluded (b)
16. (a) Several Indebtedness Contracted for a Joint Sewage
and/or Drainage Project and Excluded Pursuant to
Local Finance Law, Sec. 123.00 and 124.10 (a)
(b) The Apportioned or Allocated Amount of any such Joint
Indebtedness so Excluded (b)
TOTAL EXCLUSIONS $ 2,508,000
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SCHEDULE A
PART 1. The following obligations will be sold at the sale in connection with which this debt statement is filed:
Date Type Amount Object or Purpose
of of to be for which
Authorization Obligation Sold Authorized
08-26-03 SB 4,000,000 Open Space Preservation
08-21-01 SB 2,000,000 Open Space Preservation
08-23-99 SB 2,000,000 Open Space Preservation
09-01-98 SB 1,987,900 Open Space Preservation
11-19-02 SB 1,200,000 Solid Waste Mgmnt Dist - Land Acquis.
09-07-04 SB 315,000 Payment of Settled Claim
11-16-04 SB 3,000,000 Solid Waste Mgmnt Dist - Transfer Station
02-27-07 SB 95,000 Acquis. of Excavator
02-27-07 SB 52,100 Acquis. of Tractor-Mower
• Total $14,650,000
PART 2. The following bond anticipation notes have been issued in anticipation of the bonds listed in PART I
above, and are now outstanding.
Date
of
Note Amount Object or Pu ose for which Authorized
04-21-06 2,810,000 So id Waste Mgmnt Dist - Land Acquis.
04-21-06 475,000 Payment of Settled Claim
04-21-06 3,125,000 Solid Waste Mgmnt Dist - Transfer Station
Total $6,410,000
To be funded from the proceeds of the serial bonds in connection with which this Debt Statement is filed, from
grant fiends received to date and from current budget appropriations.
4khe following symbols may be used: Serial Bond-SB; Statutory Installment Bond-SIB; Bond Anticipation Note
BAN; Capital Note-CN; Tax Anticipation Note-TAN; Revenue Anticipation Note-RAN; Budget Note-BN;
Certificate of indebtedness-CI; Sinking Fund Bonds-SFB.
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SCHEDULE B
PART 1. The following obligations are authorized, unissued and will be sold prior to the sale
of the obligations listed in Schedule A, PART 1.
Date Type Amount Object or Purpose
of of to be for which
Authorization Obli ag tion Issued Authorized
Total S. -0-
PART 2. The following obligations are authorized, unissued and will not be sold prior to the sale of the obligations
listed in Schedule A, PART 1.
Date T e Amount Object or Purpose
of OF for which Object which
Authorization Obligation Authorized Authorized
01-09-98 SB 2,000,000 Open Space Preservation*
08-23-99 SB 2,000,000 Open Space Preservation*
08-28-01 SB 2,000,000 Open Space Preservation*
02-25-03 SB 82,750 Mattituck Inlet Shore Erosion Study
08-26-03 SB 4,000,000 Open Space Preservation*
408-16-05 SB 2,600,000 New Town Animal Shelter
11-21-06 SB 200,000 Impvts to Peconic Recreation Center
02-27-07 SB 278,000 Acquis. Of Air Vacuum Drain Cleaner
02-27-07 SB 22,500,000 Open Space Preservation
02-27-07 SB 100,000 Acquis. Of Excavator*
02-27-07 SB 60,000 Acquis. Of Tractor-Mower*
Total $ 35,820,750
*To be funded in whole or in part by the issuance of the Bonds in connection with which this
Debt Statement is being filed.
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VERIFICATION BY CHIEF FISCAL OFFICER
State of New York
SS:
County of Suffolk
Scott A. Russell, being duly sworn, deposes and says: That he is the duly qualified, and acting chief fiscal officer
of the Town of Southold, in the County of Suffolk, New York; that he prepared and has read the foregoing debt
statement and knows the contents thereof; that the same is true to his own knowledge except as to the matters therein
stated to be alleged upon information and belief, and that as to those matters he believes it to be true.
SIGNA URE
Supervisor
TITLE
Town Hall - 53095 Main Road
Southold. N.Y. 11971
MAIL ADDRESS
SUBSCRIBED AND SWORN TO BEFORE ME
THIS a1A DAY OF OC L 2007
NOTAR P LIC
MELANIE DOROSKI
NOTARY PUBLIC State of New York
No.ofob4634870
Qualified in Suffolk Coumy d p
Commission Expires September 30a-~
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO THE TERMS, FORM AND DETAILS OF SALE
AND ISSUANCE OF $14,650,000 PUBLIC IMPROVEMENT
SERIAL BONDS-2007 OF THE TOWN OF SOUTHOLD, NEW
YORK, AND PROVIDING FOR THE PUBLIC SALE
THEREOF
I, SCOTT A. RUSSELL, Supervisor of the Town of Southold, in the County of
Suffolk, New York (the "Town"), HEREBY CERTIFY that pursuant to the powers and duties
delegated to me, as the chief fiscal officer of the Town, by the Town Board of the Town,
pursuant to the bond resolutions duly adopted and as referred to herein and subject to the
• limitations prescribed in said bond resolutions, I have made the following determinations:
1. Authorization, Principal Amount, Maturity Schedule and Designation. Serial
Bonds (the "Bonds") of the Town in the respective principal amounts as set forth on line C of
Schedule I, attached hereto and hereby made a part hereof, shall be issued for each of the
respective purposes as set forth on line B of such Schedule I, pursuant to the bond resolutions
duly adopted by the Town Board of the Town on their respective dates as set forth on line A of
such Schedule I, and shall mature in the respective principal amounts on April 15 in each of the
• years 2008 to 2030, inclusive, as set forth on line D of such Schedule I. Each of said Bonds shall
be designated "PUBLIC IMPROVEMENT SERIAL BOND-2007." Said Bonds shall mature on
April 15 in the aggregate principal amounts of $700,000 in the year 2008; $725,000 in the year
2009; $575,000 in the years 2010 and 2011; $600,000 in the year 2012; $625,000 in each of the
years 2013 through 2016, inclusive; $675,000 in each of the years 2017 through 2022, inclusive;
$725,000 in each of the years 2023 through 2025, inclusive; and $550,000 in each of the years
2026 through 2030.
2. Issue Date. The Bonds shall be dated April 15, 2007. The date of each Bond
shall appear on the face thereof under the caption "Date of Original Issue," and each Bond shall
bear interest from such date.
3. Interest Rate, and Dates and Medium of Payment. The Bonds shall bear
interest from their date at a rate or rates per annum necessary for the Town to sell said Bonds, the
bidder to name a rate or rates of interest in multiples of one-hundredth of I% or multiples of one-
eighth of 1 % which the Bonds are to bear, and said bidder may state different rates of interest for
Bonds maturing in different calendar years; provided, however, that (i) only one rate of interest
• may be bid for all Bonds maturing in any one calendar year, and (ii) variations in rates of interest
so bid shall be in ascending progression in order of maturity so that the rate of interest on Bonds
maturing in any particular calendar year shall not be less than the rate of interest applicable to
Bonds maturing in any prior calendar year. The exact rate or rates shall be determined by the
undersigned Supervisor upon the receipt of bids therefor, as hereinafter set forth, payable on
October 15, 2007 and semiannually thereafter on April 15 and October 15 in each year until
maturity, payable in any coin or currency of the United States of America which at the time of
• payment is legal tender for the payment of public and private debts. Interest shall be paid by
wire transfer or in clearinghouse funds on each interest payment date, payable to the person in
whose name the Bond is registered at his address shown upon the books of the Town kept for
that purpose at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road,
Southold, New York (the "Fiscal Agent'), as of the close of business on the last day of the month
preceding each such interest payment date.
4. Bonds Subject to Prior Redemption. The Bonds maturing on or before April
15, 2017 will not be subject to redemption prior to maturity. The Bonds maturing on or after
April 15, 2018 will be subject to redemption prior to maturity, at the option of the Town, on
April 15, 2017 and thereafter on any date, in whole or in part, and if in part, in any order of their
maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus
accrued interest to the date of redemption.
The Bonds shall be redeemable prior to maturity upon the giving of notice which
identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at
their respective addresses as shown upon the registration books of the Fiscal Agent at least 30
days prior to the dates set for any such redemption. If notice of redemption shall have been
• given as aforesaid, the Bonds so called for redemption shall become due and payable at the
applicable redemption price on the redemption date designated in such notice, and interest on
such Bonds shall cease to accrue from and after such redemption date.
5. Denominations, Numbers and Letters. The Bonds maturing in each year shall
be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof,.
The Bonds shall be numbered separately and consecutively upward with the letter "R" prefixed
thereto, and shall be transferable and exchangeable as provided herein.
• 6. Book-Entry System. The Bonds when issued shall be (i) registered in the
name of Cede & Co., as nominee of The Depository Trust Company, 55 Water Street, New
York, New York ("DTC"), and (ii) deposited with DTC to be held in trust until maturity. Only
one Bond will be initially issued for each maturity in the aggregate principal amount of such
maturity. DTC is an automated depository for securities and clearinghouse for securities
transactions, and will be responsible for establishing and maintaining a book-entry system for
recording the ownership interests of its participants, which include certain banks, trust companies
and securities dealers, and the transfers of the interests among its participants. The DTC
participants will be responsible for establishing and maintaining records with respect to the
beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of
beneficial ownership interests in the Bonds may only be made through book entries (without
certificates issued by the Town) made on the books and records of DTC (or a successor
depository) and its participants, in denominations of $5,000 or integral multiples thereof.
Beneficial owners of the Bonds will not receive certificates representing their interest in the
Bonds. Principal of and interest on the Bonds will be payable by the Town or its agent by wire
transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds.
• Transfer of principal and interest payments to participants of DTC will be the responsibility of
DTC; transfer of principal and interest payments to beneficial owners by participants of DTC
will be the responsibility of such participants and other nominees of beneficial owners. The
Town will not be responsible or liable for payments by DTC to its participants or by DTC
participants to beneficial owners or for maintaining, supervising or reviewing the records
maintained by DTC, its participants or persons acting through such participants.
7. Discontinuance of Book-Entry System. In the event that (a) DTC determines
• to discontinue providing its service with respect to the Bonds by giving notice to the Town and
discharging its responsibilities with respect thereto under applicable law, and the Town fails to
appoint a successor securities depository for the Bonds, or (b) the Town determines to
discontinue the system of book-entry transfers through DTC (or a successor securities
depository), then bond certificates shall be delivered to the beneficial owners upon registration of
the Bonds held in the beneficial owners' names. After such registration the beneficial owners
shall become the registered owners of the Bonds. In such event, the Supervisor of the Town
shall execute a Supplemental Certificate of Determination which will set forth the terms, form
and details of issuance of such bond certificates.
8. Fiscal Agent. The Town Clerk is hereby appointed as Fiscal Agent for the
Bonds pursuant to, and to act in accordance with, applicable provisions of the Local Finance
Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York. In the event
that the book-entry system described in Section 6 above is discontinued, the Town may appoint a
bank or trust company located and authorized to do business in New York State to act as
successor Fiscal Agent in connection with the issuance of bond certificates.
• 9. Execution of Bonds. The Bonds shall be executed in the name of the Town by
the manual signature of the Supervisor, and shall have the corporate seal of the Town, or a
facsimile thereof, affixed, imprinted, impressed or otherwise reproduced thereon and attested by
the manual signature of the Town Clerk.
10. Transfer of Bonds. Each Bond shall be transferable only upon the books of
the Town, which shall be kept for such purposes at the office of the Fiscal Agent, by the
registered owner thereof in person or by his attorney duly authorized in writing, upon surrender
• thereof together with a written instrument of transfer satisfactory to the Fiscal Agent duly
executed by the registered owner or his duly authorized attorney. Upon transfer of any such
Bond, the Town shall issue in the name of the transferee a new Bond or Bonds of the same
aggregate principal amount and maturity as the surrendered Bond. The Town and the Fiscal
Agent may deem and treat the person in whose name any Bond shall be registered upon the
books of the Town as the absolute owner of such Bond, whether such Bond shall be overdue or
not, for the purposes of receiving payment of, or on account of, the principal of and interest on
such Bond and for all other purposes, and all such payments so made to any such registered
owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid, and neither the Town nor the Fiscal Agent
shall be affected by any notice to the contrary.
11. Regulations With Respect to Exchanges and Transfers. In all cases in which
the privilege of exchanging or transferring Bonds is exercised, the Town shall execute and the
Fiscal Agent shall deliver Bonds in accordance with the provisions hereof. All Bonds
surrendered in any such exchanges or transfers shall forthwith be cancelled by the Fiscal Agent.
For every such exchange or transfer of Bonds, the Town or the Fiscal Agent may make a charge
• sufficient to reimburse it for any tax, fee or other govemmental charge required to be paid with
respect to such exchange or transfer, and may charge a sum sufficient to pay the cost of
preparing each new Bond issued upon such exchange or transfer, which sum or sums shall be
paid by the person requesting such exchange or transfer as a condition precedent to the exercise
of the privilege of making such exchange or transfer. The Town shall not be obliged to make
any such exchange or transfer of Bonds between the last day of the month preceding an interest
payment date and such interest payment date.
• 12. Sale of Bonds. The Bonds shall be sold upon sealed proposals to be received
by the undersigned Supervisor on April 10, 2007, at 11:00 o'clock A.M. (Prevailing Time), at the
offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York,
pursuant to the Notice of Sale, in substantially the form as provided in Appendix A, which shall
be published at least once in (a) "THE BOND BUYER," published in the City of New York, not
less than five (5) nor more than thirty (30) days prior to the date of said sale. A copy of such
notice shall be sent not less than eight (8) nor more than thirty (30) days prior to the date of said
sale to (1) the State Comptroller, Albany, New York 12236; (2) at least two banks or trust
companies having a place of business in Suffolk County, or, if only one bank is located in such
County, then to such bank and to at least two banks or trust companies having a place of business
in an adjoining county; (3) "THE BOND BUYER," 1 State Street Plaza, New York, New York
10004; and (4) at least 10 bond dealers. The Bonds shall be delivered to the purchaser thereof on
or about April 19, 2007, upon receipt by the Town of the purchase price therefor in Federal
Funds, and deposit of the Bonds with DTC to be held in trust until maturity.
13. Form of Bonds. Said Bonds shall be in substantially the form set forth in
Appendix B hereto.
• 14. SEC Rule 15c2-12. In order to assist bidders in complying with Rule 15c2-
12 promulgated by the Securities and Exchange Commission and as part of the Town's
contractual obligation arising from its acceptance of the successful bidder's proposal, at the time
of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to
Provide Continuing Disclosure" in substantially the form set forth in Appendix C hereto. Said
Undertaking will constitute a written agreement or contract of the Town for the benefit of
holders of and owners of beneficial interests in the Bonds, to provide to (i) each nationally
• recognized municipal securities information repository, or to the Municipal Securities
Rulemaking Board, and (ii) to the New York State Information Depository, if created, the annual
financial information and notice of the occurrence of certain material events, as enumerated in
said Rule 15c2-12.
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Bonds hereinabove described and referred to are in full force and effect and
have not been modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 09~2day of
March, 2007.
Supervisor
•
•
CONSOLIDATED MATURITY SCHEDULE EXHIBIT 1
TOWN OF SOUTHOLD, NEW YORK
514,650,000 PUBLIC IMPROVEMENT SERIAL BONDS - 2007
Date OfAnthoriUtion 8-26-03 8-28-01 8-23-99 9-01-98 3-13-01 & 9-07-04 11-16-04 2-27-01 2-27-01
11-19-02
Amount Authorized 4,000,000 2,000,000 2,000,000 2,000,000 3,350,000 825,000 3,250,000 100,000 60,000
Purpose Open Space Open Space Open Space Open Space Solid Waste Settle Claim Solid Waste Acquisition of Acquisition of
Preservation Preservation Preservation Reservation Management New York Management Excavator Tractor-
District State District Mower
Land Acquis Transfer Sta
?eriod of Use (Years) 30 30 30 30 30 5 20 5 5 TOTAL
BOND
Date First Borrowing 4-27-01 4-22-05 4-22-05 ISSUE
Issued to Date 3,350,000 640,000 3,250,000
Paid Trough 2006 540,000 165,000 125,000
To Pay: 2007 1,610,000 160,000 125,000
Amount to Bonds 4,000,000 2,000,000 2,000,000 1,987,900 1,200,000 315,000 3,000,000 95,000 52,100 14,650,000
Due April 15: 2008 139,200 69,200 69,200 68,700 41,600 155,000 130,000 17,400 9,700 700,000
2009 142,700 71,600 71,600 71,200 42,900 160,000 135,000 19,400 10,600 725,000
2010 142,700 71,600 71,600 71,200 42,900 0 145,000 19,400 10,600 575,000
2011 142,700 71,600 71,600 71,200 42,900 0 145,000 19,400 10,600 575,000
2012 142,700 71,600 71,600 71,200 42,900 0 170,000 19,400 10,600 600,000
2013 160,900 80,400 80,400 80,000 48,300 0 175,000 0 0 625,000
2014 160,900 80,400 80,400 80,000 48,300 0 175,000 0 0 625,000
2015 160,900 80,400 80,400 80,000 48,300 0 175,000 0 0 625,000
2016 160,900 80,400 80,400 80,000 48,300 0 175,000 0 0 625,000
2017 178,800 89,400 89,400 88,800 53,600 0 175,000 0 0 675,000
2018 178,800 89,400 89,400 88,800 53,600 0 175,000 0 0 675,000
2019 178,800 89,400 89,400 88,800 53,600 0 175,000 0 0 675,000
2020 178,800 89,400 89,400 88,800 53,600 0 175,000 0 0 675,000
2021 178,800 89,400 89,400 88,800 53,600 0 175,000 0 0 675,000
2022 178,800 89,400 89,400 88,800 53,600 0 175,000 0 0 675,000
2023 196,700 98,300 98,300 97,700 59,000 0 175,000 0 0 725,000
2024 196,700 98,300 98,300 97,700 59,000 0 175,000 0 0 725,000
2025 196,700 98,300 98,300 97,700 59,000 0 175,000 0 0 725,000
2026 196,700 98,300 98,300 97,700 59,000 0 0 0 0 550,000
2027 196,700 98,300 98,300 97,700 59,000 0 0 0 0 550,000
2028 196,700 98,300 98,300 97,700 59,ood 0 0 0 0 550,000
2029 196,700 98,300 98,300 97,700 59,000 0 0 0 0 550,000
2030 196,700 98,300 98,300 97,700 59,000 0 0 0 0 550,000
4,000,000 2,000,000 2,000,000 1,987,900 19200,000 315,000 3,000,000 95,000 52,100 149650,000
Bonds dated April 15, 2007
Interest due October 15, 2007 and semi-annually thereafter
- - Munistat Services, Inc. 'I
031407
• • II
DEPUTY CLERK'S CERTIFICATE
I, LYNDA M. BOHN, Deputy Town Clerk of the Town of Southold, in the
County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of
the Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in the office of the Town Clerk; 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 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 29th day of March,
2007.
(SEAL)
Deputy Town Clerk
APPENDIX A
TOWN OF SOUTHOLD,
IN THE COUNTY OF SUFFOLK
NEW YORK
NOTICE OF $14,650,000 BOND SALE
SEALED PROPOSALS will be received by the Supervisor, Town of Southold,
New York, at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station,
New York (Telephone No. 631-331-8888, Fax No. 631-331-8834) on Tuesday, April 10, 2007,
until 11:00 o'clock A.M. (Prevailing Time) at which time they will be publicly opened and
announced, for the purchase of $14,650,000 PUBLIC IMPROVEMENT SERIAL BONDS-
2007 (the "Bonds") due on April 15, as follows:
• $ 700,000 in the year 2008; $675,000 in the year 2020;
$ 725,000 in the year 2009; $675,000 in the year 2021;
$ 575,000 in the year 2010; $675,000 in the year 2022;
$ 575,000 in the year 2011; $725,000 in the year 2023;
$ 600,000 in the year 2012; $725,000 in the year 2024;
$ 625,000 in the year 2013; $725,000 in the year 2025;
$ 625,000 in the year 2014; $550,000 in the year 2026;
$ 625,000 in the year 2015; $550,000 in the year 2027;
$ 625,000 in the year 2016; $550,000 in the year 2028;
$ 675,000 in the year 2017; $550,000 in the year 2029; and
$ 675,000 in the year 2018; $550,000 in the year 2030.
$ 675,000 in the year 2019;
The Town reserves the right to change the time and/or date for the opening of
• sealed proposals. Notice of any such change shall be provided not less than 24 hours prior to the
time set forth above for the opening of sealed proposals by means of a supplemental notice of
sale to be transmitted over the Thomson Municipal News wire.
The Bonds will be dated April 15, 2007, and will bear interest at the rate or rates
per annum specified by the successful bidder therefor in accordance herewith, payable October
15, 2007 and semiannually thereafter on April 15 and October 15 in each year until maturity.
The Bonds maturing on or before April 15, 2017 will not be subject to redemption
prior to maturity. The Bonds maturing on or after April 15, 2018 will be subject to redemption
prior to maturity, at the option of the Town, on April 15, 2017 and thereafter on any date, in
whole or in part, and if in part, in any order of their maturity and in any amount within a maturity
(selected by lot within a maturity), at par, plus accrued interest to the date of redemption.
The Bonds shall be redeemable prior to maturity upon the giving of notice which
identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at
- -
their respective addresses as shown upon the registration books of the Fiscal Agent at least 30
days prior to the dates set for any such redemption. If notice of redemption shall have been
given as aforesaid, the Bonds so called for redemption shall become due and payable at the
applicable redemption price on the redemption date designated in such notice, and interest on
such Bonds shall cease to accrue from and after such redemption date.
The Bonds will be issued in the form of fully registered Bonds, in denominations
corresponding to the aggregate principal amounts due in each year of maturity. As a condition to
delivery of the Bonds, the successful bidder will be required to cause such Bond certificates to be
(i) registered in the name of Cede & Co., as nominee of The Depository Trust Company, 55
Water Street, New York, New York ("DTC"), and (ii) deposited with DTC to be held in trust
until maturity. DTC is an automated depository for securities and clearinghouse for securities
transactions, and will be responsible for establishing and maintaining a book-entry system for
recording the ownership interests of its participants, which include certain banks, trust companies
and securities dealers, and the transfers of the interests among its participants. The DTC
participants will be responsible for establishing and maintaining records with respect to the
• beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of
beneficial ownership interests in the Bonds may only be made through book entries (without
certificates issued by the Town) made on the books and records of DTC (or a successor
depository) and its participants, in denominations of $5,000 or integral multiples thereof.
Principal of and interest on the Bonds will be payable by the Town or its agent by wire transfer
or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of
principal and interest payments to participants of DTC will be the responsibility of DTC; transfer
of principal and interest payments to beneficial owners by participants of DTC will be the
responsibility of such participants and other nominees of beneficial owners. The Town will not
be responsible or liable for payments by DTC to its participants or by DTC participants to
beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC,
its participants or persons acting through such participants.
Each proposal must be a bid of not less than $14,650,000 for all of the Bonds and
• must state in a multiple of one-hundredth of 1% or a multiple of one-eighth of 1 the rate or
rates of interest per annum which the Bonds are to bear and may state different rates of interest
for Bonds maturing in different calendar years; provided, however, that (i) only one rate of
interest may be bid for all Bonds maturing in any one calendar year, and (ii) variations in rates of
interest so bid shall be in ascending progression in order of maturity so that the rate of interest on
Bonds maturing in any particular calendar year shall not be less than the rate of interest
applicable to Bonds maturing in any prior calendar year. Each proposal must be enclosed in a
scaled envelope and should be marked on the outside "Proposal for Bonds" and be addressed as
follows to the Sale Officer, viz.: Hon. Scott A. Russell, Supervisor, Town of Southold, New
York, c/o Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York.
As a condition precedent to the consideration of his proposal, a good faith deposit
(the "Deposit") in the form of a certified or cashier's check or a financial surety bond in the
amount of $293,000.00 payable to the order of the Town of Southold is required for each bid to
be considered. If a check is used, it must be drawn upon an incorporated bank or trust company
to the order of "Town of Southold, New York" and must accompany the bid. If a surety bond is
used, it must be from an insurance company licensed to issue such a bond in the State of New
York, the claims paying ability of which is rated in the highest rating category by at least two
nationally recognized statistical rating organizations, and such bond must be submitted to the
Town or its Financial Advisor prior to the opening of the bids. The financial surety bond must
identify each bidder whose deposit is guaranteed by such financial surety bond. If the bonds are
to be awarded to a bidder utilizing a financial surety bond, then the purchaser is required to
submit its Deposit to the Town in the form of a certified or cashier's check, or a wire transfer in
such amount, as instructed by the Town or its Financial Advisor, not later than 3:00 o'clock P.M.
(Prevailing Time) on the next business day following the award. If such deposit is not received
by that time, the financial surety bond may be drawn by the Town to satisfy the Deposit
requirement. No interest on the Deposit will accrue to the Purchaser. The Deposit will be
applied to the purchase price of the Bonds.
The Bonds will be awarded and sold to the bidder complying with the terms of
sale and offering to purchase the Bonds at the lowest net interest cost, and if two or more such
bidders offer the same lowest net interest cost, then to one of said bidders selected by the Sale
Officer by lot from among all said bidders. The successful bidder must also pay an amount equal
• to the interest on the Bonds, if any, accrued to the date of payment of the purchase price. No
interest will be allowed on the good faith deposit.
When the successful bidder has been ascertained, the Sale Officer will promptly
return all deposits made to the persons making the same, except the deposit made by such bidder.
Award of the Bonds to the successful bidder, or rejection of all bids, is expected to be made
promptly after opening of the bids, but the successful bidder may not withdraw his proposal until
after 1:30 o'clock P.M. (Prevailing Time) of the day of such bid-opening and then only if such
award has not been made prior to the withdrawal. The successful bidder will be promptly
notified of the award to him, and if he refuses or neglects to pay the agreed price for the Bonds
less the amount deposited by him, the amount deposited by him shall be forfeited to and retained
by the Town as liquidated damages for such neglect or refusal.
The right is reserved to reject all bids and any bid not complying with the terms of
• this notice will be rejected.
If the Bonds qualify for issuance of any policy of municipal bond insurance or
commitment therefor at the option of a bidder, the purchase of any such insurance policy or the
issuance of any such commitment therefor shall be at the sole option and expense of such bidder
and any increased costs of issuance of the Bonds resulting by reason of the same, unless
otherwise paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any
such policy of insurance to be issued, shall not constitute cause for a failure or refusal by the
purchaser of the Bonds to accept delivery of and pay for said Bonds in accordance with the terms
hereof.
A portion of the proceeds of the Bonds in the amount of $4,515,000, together with
$1,895,000 in available funds, will be used to redeem outstanding bond anticipation notes. The
balance of the proceeds of the Bonds, in the amount of $10,135,000 will be used to provide
original funds for various purposes in and for the Town.
The Bonds are general obligations of the Town. There is no limitation, either as
to rate or amount, upon ad valorem taxes upon taxable real property in the Town which may be
required to pay the Bonds and the interest thereon. The State Constitution requires the Town to
pledge its faith and credit for the payment of the principal of the Bonds and the interest thereon
and to make annual appropriations for the amounts required for the payment of such interest and
the redemption of the Bonds. The State Constitution also provides that if at any time the
appropriating authorities fail to make the required appropriations for the annual debt service on
the Bonds and certain other obligations of the Town, a sufficient sum shall be set apart from the
first revenues thereafter received and shall be applied for such purposes, and also that the fiscal
officer of the Town may be required to set apart and apply such revenues as aforesaid at the suit
of any holder of such obligations.
The population of the Town is 20,599 according to the 2000 U.S. Census. The
debt statement to be filed pursuant to Section 109.00 of the Local Finance Law in connection
with the sale of the Bonds, prepared as of March 27, 2007, shows the average full valuation of
real property subject to taxation by the Town to be $8,116,178,296, its debt limit to be
• $568,132,480, and its total net indebtedness (inclusive of the Bonds) to be $25,646,000. The
indebtedness to be evidenced by the sale of the Bonds will increase the total net indebtedness of
the Town by $10,135,000.
The Bonds will be delivered to DTC and shall be paid for in Federal Funds on or
about April 19, 2007, at such place in New York City, and on such business day and at such
hour, as the Sale Officer shall fix on three business days' notice to the successful bidder, or at
such other place and time as may be agreed upon with the successful bidder. The deposit of the
Bonds with DTC under a book-entry system requires the assignment of CUSIP numbers prior to
delivery. It shall be the responsibility of the successful bidder to obtain CUSIP numbers for the
Bonds prior to delivery and the Town will not be responsible for any delay occasioned by the
inability to deposit the Bonds with DTC due to the failure of the successful bidder to obtain such
numbers and to supply them to the Town in a timely manner. All expenses in relation to the
printing of CUSIP numbers on the Bonds shall be paid for by the Town; provided, however, that
the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility
of and shall be paid for by the successful bidder.
The successful bidder will be furnished without cost with the approving opinion
of the law firm of Hawkins Delafield & Wood LLP, New York, New York to the effect that the
Bonds are valid and legally binding general obligations of the Town for which the Town has
validly pledged its faith and credit and, unless paid from other sources, all the taxable real
property within the Town is subject to the levy of ad valorem real estate taxes to pay the Bonds
and interest thereon without limitation of rate or amount. Said opinion shall also contain further
statements to the effect that (a) the enforceability of rights or remedies with respect to such
Bonds may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or
remedies heretofore or hereafter enacted, and (b) said law firm has not been requested to
examine or review and has not examined or reviewed the accuracy or sufficiency, of the Official
Statement, or any additional proceedings, reports, correspondence, financial statements or other
documents, containing financial or other information relative to the Town which have been or
may be furnished or disclosed to purchasers of the Bonds, and expresses no opinion with respect
to such financial statements or other information or the accuracy or sufficiency thereof.
The successful bidder may at his option refuse to accept the Bonds if prior to their
delivery the certificate referred to in the following paragraph in form and tenor satisfactory to
Bond Counsel is not delivered or if any income tax law of the United States of America is
hereafter enacted which shall provide that the interest thereon is taxable, or shall be taxable at a
future date, for federal income tax purposes, and in such case the deposit made by him will be
returned and he will be relieved of his contractual obligations arising from the acceptance of his
proposal.
The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain
requirements that must be met subsequent to the issuance and delivery of the Bonds in order that
interest on the Bonds be and remain excludable from gross income under Section 103 of the
Code. As part of the Town's contractual obligation arising from its acceptance of the successful
bidder's proposal, the Town will fumish the successful bidder concurrently with the delivery of
the Bonds with its Arbitrage and Use of Proceeds Certificate, which will contain provisions and
procedures relating to compliance with the requirements of the Code and a certification to the
effect that the Town will comply with the provisions and procedures set forth therein and that it
• will do and perform all acts and things necessary or desirable to assure that interest paid on the
Bonds is excludable from gross income under Section 103 of the Code.
Under the Code, interest on the Bonds is to be taken into account in the
computation of certain taxes that may be imposed with respect to corporations, including without
limitation, the alternative minimum tax and the foreign branch profits tax. In addition under the
Code, an individual who owns the Bonds may be required to include in gross income a portion of
his or her Social Security or railroad retirement payments and interest on the Bonds will be
included as disqualified income when computing the earned income credit. Bondholders should
consult their tax advisors with respect to the computation of alternative minimum tax or foreign
branch profits tax liability, the earned income credit, or the inclusion of Social Security or other
retirement payments in gross income.
The opinion of Bond Counsel shall also contain further statements to the effect
• that, under existing statutes and court decisions and assuming continuing compliance with the
Arbitrage and Use of Proceeds Certificate, (i) interest on the Bonds is excluded from gross
income for federal income tax purposes pursuant to Section 103 of the Code and (ii) interest on
the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed
on individuals and corporations under the Code; such interest, however, is included in the
adjusted current earnings of certain corporations for purposes of calculating the alternative
minimum tax imposed on such corporations. In rendering its opinion, Bond Counsel shall rely
on certain representations, certifications of fact, and statements of reasonable expectations made
by the Town in connection with the Bonds, and shall assume compliance by the Town with
certain ongoing certifications in the Arbitrage and Use of Proceeds Certificate to comply with
applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross
income under Section 103 of the Code. Further, such opinion shall state that, under existing
statutes, interest on the Bonds is exempt from New York State and New York City personal
income taxes.
Each successful bidder also must submit to the Town a certificate (the
"Reoffering Price Certificate"), satisfactory to Bond Counsel, prior to the delivery of the Bonds,
which states that:
(a)(i) on the date of award, such successful bidder made a bona fide public
offering of all Bonds of all maturities at initial offering prices corresponding to the prices
or yields indicated in the information furnished in connection with the successful bid, and
(ii) as of such date, the first price at which an amount equal to at least ten percent of each
maturity of the Bonds was sold to the public was a price not higher or a yield not lower
than indicated in the information furnished with the successful bid (the "first price rule"),
with the exception of those maturities, if any, identified in such certificate, as to which
such certificate shall explain the reasons why the first price rule was not satisfied, OR
(b) such successful bidder has purchased the Bonds for its own account and not
with a view to distribution or resale and not in the capacity of a bond house, broker or
other intermediary, and the price or prices at which such purchase was made.
• For the purposes of the Reoffering Price Certificate, the "public" does not include bond houses,
brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers.
In making such representations, the successful bidder must reflect the effect on the offering
prices of any "derivative products" (e.g., a tender option) used by the bidder in connection with
the initial sale of any of the Bonds.
The Bonds will not be designated by the Town as "qualified tax-exempt
obligations" pursuant to the provisions of Section 265 of the Code.
The Official Statement is in a form "deemed final" by the Town for the purposes
of Securities and Exchange Commission Rule 15c2-12 but may be modified or supplemented as
noted below. In order to assist bidders in complying with Rule 15c2-12 and as part of the Town's
contractual obligation arising from its acceptance of the successful bidder's proposal, at the time
of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to
Provide Continuing Disclosure." Said Undertaking will constitute a written agreement or
• contract of the Town for the benefit of holders of and owners of beneficial interests in the Bonds,
to provide to (i) each nationally recognized municipal securities information repository, or to the
Municipal Securities Rulemaking Board, and (ii) to the New York State Information Depository,
if created, the annual financial information and notice of the occurrence of certain material
events, as enumerated in said Rule 15c2-12.
The Town will provide a reasonable number of Official Statements to the
successful bidder within five (5) business days following receipt of a written request therefor
made to the Town and its financial advisor. Such request may specify the applicable (a) offering
price(s), (b) selling compensation, (c) rating(s), (d) credit enhancement and (e) identity and
complete name of such bidder and any participating underwriters, and if so, the Official
Statement will be modified or supplemented by the information so specified. Neither the Town
nor its financial advisor shall be liable in any manner for any delay, inaccuracy, or omission on
the part of the successful bidder with respect to such request, nor shall the Town's failure, as a
result thereof, to provide the Official Statement (whether or not modified or supplemented)
within the above time period, constitute cause for a failure or refusal by such bidder to accept
delivery of and pay for the Bonds in accordance with the terms hereof.
The obligations hereunder to deliver or accept the Bonds pursuant hereto shall be
conditioned on the availability to the successful bidder and delivery at the time of delivery of the
Bonds of said approving opinion; of certificates in form and tenor satisfactory to said law firm
evidencing the proper execution and delivery of the Bonds and receipt of payment therefor and
including a statement, dated as of the date of such delivery, to the effect that there is no litigation
pending or (to the knowledge of the signer or signers thereof) threatened relating to the Bonds;
and of the several certificates as described in the Official Statement under the heading
"Documents Accompanying Delivery of the Bonds." A copy of said approving opinion will
appear on the Bonds.
Copies of the Notice of Sale and the Official Statement may be obtained upon
request from the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station,
New York 11776, telephone number (631) 331-8888.
Dated: March 27, 2007
SCOTT A. RUSSELL
• Supervisor
and Chief Fiscal Officer
PROPOSAL FOR BONDS
April 10, 2007
Her. Scott A. Russell
Supervisor
Town of Southold, New York
c/o Munistat Services, Inc.
12 Roosevelt Avenue
Port Jefferson Station, New York
Dear Mr. Russell:
Subject to the provisions and in accordance with the terms of the annexed Notice of Sale dated March 27, 2007, which
is hereby made a part of this Proposal, we offer to purchase all of the $14,650,000 Public Improvement Serial Bonds-2007 of the
Town of Southold, New York, described in said Notice of Sale, and to pay therefor the price of $14,650,000 plus
$ - , plus interest, if any, accrued on said Bonds from their date to the date of
their delivery, provided that the Bonds maturing in the several years set forth below shall bear interest from their date until
maturity at the respective rates per annum stated in the following table:
Bonds maturing in the year 2008, at % Bonds maturing in the year 2020, at %
Bonds maturing in the year 2009, at % Bonds maturing in the year 2021, at %
• Bonds maturing in the year 2010, at % Bonds maturing in the year 2022, at %
Bonds maturing in the year 2011, at % Bonds maturing in the year 2023, at %
Bonds maturing in the year 2012, at % Bonds maturing in the year 2024, at %
Bonds maturing in the year 2013, at % Bonds maturing in the year 2025, at %
Bonds maturing in the year 2014, at % Bonds maturing in the year 2026, at %
Bonds maturing in the year 2015, at % Bonds maturing in the year 2027, at %
Bonds maturing in the year 2016, at % Bonds maturing in the year 2028, at %
Bonds maturing in the year 2017, at % Bonds maturing in the year 2029, at %
Bonds maturing in the year 2018, at % Bonds maturing in the year 2030, at %
Bonds maturing in the year 2019, at
Check one of the following:
We enclose herewith a certified or cashier's check in the sum of $293,000, made payable to the order of the Town of
Southold, New York, which check is to be returned to the undersigned if the bid is not accepted; otherwise to be applied as part
payment for the Bonds, or to be retained by the Town as and for liquidated damages in case we should not take up and pay for the
Bonds in accordance with the terms of this Proposal.
We are an authorized principal of a Financial Surety Bond with respect to this bid as described in the Notice of Sale.
• The following is our computation of the net interest cost, made as provided in the above-mentioned Notice of Sale, but not
constituting any part of the foregoing Proposal for the purchase of $14,650,000 bonds under the foregoing Proposal:
Gross Interest $
Less Premium Bid Over Par $
Net Interest Cost $
Net Interest Rate %
(four decimals)
By:
Telephone ( ) -
Return of the good faith check on April 10, 2007, in the amount of
$293,000 from the Town of Southold, New York, is hereby
acknowledged:
APPENDIX B
REGISTERED REGISTERED
NO. R- $
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
PUBLIC IMPROVEMENT SERIAL BOND-2007
INTEREST DATE OF ORIGINAL CUSIP
MATURITY DATE RATE ISSUE NUMBER
• April 15, April 15, 2007
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM:
The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation
of the State of New York, hereby acknowledges itself indebted and for value received promises
to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY
DATE (stated above), the PRINCIPAL SUM (stated above) upon presentation and surrender of
this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road,
Southold, New York, as fiscal agent (herein called "Fiscal Agent'), or any successor thereto, and
• to pay interest on such principal sum from April 15, 2007 or from the most recent interest
payment date to which interest has been paid at the INTEREST RATE (stated above), payable
October 15, 2007 and semiannually thereafter on April 15 and October 15 in each year until
maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town
or its agent on each interest payment date to the registered owner hereof at his address as it
appears on the registration books of the Town maintained by the Fiscal Agent or at such other
address as may be furnished in writing by such registered owner to the Fiscal Agent as of the
close of business on the last day of the month preceding each interest payment date. The
principal of and interest on this bond are payable in any coin or currency of the United States of
America which, at the date of payment, is legal tender for the payment of public and private
debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer
or clearinghouse funds as set forth above.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH HEREIN.
The faith and credit of such Town are hereby irrevocably pledged to the punctual
payment of the principal of and interest on this bond according to its terms.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York to exist, to have happened and to have been
performed precedent to and in the issuance of this bond, exist, have happened and have been
performed, and that the issue of bonds of which this is one, together with all other indebtedness
of the Town of Southold, is within every debt and other limit prescribed by the Constitution and
laws of such State.
IN WITNESS WHEREOF, the TOWN OF SOUTHOLD has caused this bond
to be executed in its name by the manual signature of its Supervisor and its corporate seal to be
impressed hereon and attested by the manual signature of its Town Clerk.
TOWN OF SOUTHOLD
•
(SEAL) By
Supervisor
ATTEST:
Town Clerk
•
Town of Southold, New York
Public Improvement Serial Bond-2007
This bond is one of an authorized issue, the aggregate principal amount of which
is $14,650,000, the bonds of which are of like tenor, except as to number, denomination, interest
rate and maturity, and is issued pursuant to the provisions of the Local Finance Law, constituting
Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), various bond
resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance
of serial bonds of the Town to finance various purposes in and for the Town, and the Certificate
of Determination executed by the Supervisor as of March 27, 2007, determining the terms, form
and details of issuance of said $14,650,000 serial bonds (the "Bonds") and providing for the
public sale thereof (the "Certificate of Determination").
• The Bonds are issuable in the form of registered bonds without coupons in
denominations of $5,000, or any integral multiple thereof.
This Bond is transferable or exchangeable, as provided in the Certificate of
Determination, only upon the books of the Town kept for that purpose at the office of the Fiscal
Agent, by the registered owner hereof in person, or by his attorney duly authorized in writing,
upon the surrender of this Bond together with a written instrument of transfer or exchange
satisfactory to the Fiscal Agent duly executed by the registered owner or his attorney duly
authorized in writing, and thereupon a new Bond or Bonds, in the same aggregate principal
amount and of the same maturity, shall be issued to the transferee or the registered owner in
exchange therefor as provided in the Certificate of Determination and upon the payment of the
charges, if any, therein prescribed.
The Bonds maturing on or before April 15, 2017 will not be subject to redemption
prior to maturity. The Bonds maturing on or after April 15, 2018 will be subject to redemption
• prior to maturity, at the option of the Town, on April 15, 2017 and thereafter on any date, in
whole or in part, and if in part, in any order of their maturity and in any amount within a maturity
(selected by lot within a maturity), at par, plus accrued interest to the date of redemption.
The Bonds shall be redeemable prior to maturity upon the giving of notice which
identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at
their respective addresses as shown upon the registration books of the Fiscal Agent at least 30
days prior to the dates set for any such redemption. If notice of redemption shall have been
given as aforesaid, the Bonds so called for redemption shall become due and payable at the
applicable redemption price on the redemption date designated in such notice, and interest on
such Bonds shall cease to accrue from and after such redemption date.
Hawkins Delafield & Wood LLP
One Chase Manhattan Plaza
New York, New York 10005
The Town Board of
the Town of Southold,
in the County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the sale and issuance of
• $14,650,000 Public Improvement Serial Bonds-2007 (the "Bonds"), of the Town of Southold
(the "Town"), in the County of Suffolk, New York.
The Bonds are issued pursuant to the provisions of the Local Finance Law,
constituting Chapter 33-a of the Consolidated Laws of the State of New York, various bond
resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance
of serial bonds of the Town to finance various purposes in and for the Town, and a Certificate of
Determination executed by the Supervisor as of March 27, 2007, determining the terms, form
and details of issuance of said $14,650,000 serial bonds and providing for their public sale.
The Bonds are dated April 15, 2007, mature on April 15 in the principal amounts
in each of the following years, and bear interest at the respective rates per annum payable
October 15, 2007 and semiannually thereafter on April 15 and October 15 in each year until
maturity, as set forth below:
• Year of Principal Interest Year of Principal Interest
Maturity Amount Rate Maturity Amount Rate
2008 $700,000 2020 $675,000
2009 725,000 2021 675,000
2010 575,000 2022 675,000
2011 575,000 2023 725,000
2012 600,000 2024 725,000
2013 625,000 2025 725,000
2014 625,000 2026 550,000
2015 625,000 2027 550,000
2016 625,000 2028 550,000
2017 675,000 2029 550,000
2018 675,000 2030 550,000
2019 675,000
The Bonds maturing on or before April 15, 2017 will not be subject to redemption
prior to maturity. The Bonds maturing on or after April 15, 2018 will be subject to redemption
prior to maturity, at the option of the Town, on April 15, 2017 and thereafter, on any date, in
whole or in part, at par, and subject to notice and other conditions as stated in the Bonds.
The Bonds are issued only in fully registered form without interest coupons, in the
name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an
automated depository for securities and clearinghouse for securities transactions which will
maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond
will be initially issued for each maturity in the aggregate principal amount of such maturity.
Purchases of ownership interests in the Bonds will be made in book-entry form in denominations
of $5,000 or any integral multiple thereof.
• In our opinion, said Bonds are valid and legally binding general obligations of the
Town for which the Town has validly pledged its faith and credit and, unless paid from other
sources, all the taxable real property within the Town is subject to the levy of ad valorem real
estate taxes to pay the Bonds and interest thereon without limitation of rate or amount. The
enforceability of rights or remedies with respect to such Bonds may be limited by bankruptcy,
insolvency or other laws affecting creditors' rights or remedies heretofore or hereafter enacted.
The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain
requirements that must be met subsequent to the issuance and delivery of the Bonds in order that
interest on the Bonds be and remain excludable from gross income under Section 103 of the
Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate,
has certified to the effect that the Town will comply with the provisions and procedures set forth
therein and that it will do and perform all acts and things necessary or desirable to assure that
interest paid on the Bonds is excludable from gross income under Section 103 of the Code. We
• have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered
concurrently with the delivery of the Bonds, and in our opinion, such certificate contains
provisions and procedures under which such requirements can be met.
In our opinion, under existing statutes and court decisions, (i) interest on the
Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of
the Code, and (ii) interest on the Bonds is not treated as a preference item in calculating the
alternative minimum tax imposed on individuals and corporations under the Code; such interest,
however, is included in the adjusted current earnings of certain corporations for purposes of
calculating the alternative minimum tax imposed on such corporations. In rendering the opinion
in this paragraph, we have (i) relied on the representations, certifications of fact, and statements
of reasonable expectations made by the Town in the Arbitrage and Use of Proceeds Certificate
and others in connection with the Bonds, and (ii) assumed compliance by the Town with certain
provisions and procedures set forth in the Arbitrage and Use of Proceeds Certificate relating to
compliance with applicable requirements of the Code to assure the exclusion of interest on the
Bonds from gross income under Section 103 of the Code.
Further, in our opinion, under existing statutes, interest on the Bonds is exempt
from personal income taxes of New York State and its political subdivisions, including The City
of New York.
Except as stated above, we express no opinion regarding any other federal or state
tax consequences with respect to the Bonds. We render our opinion under existing statutes and
court decisions as of the issue date, and we assume no obligation to update our opinion after the
issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or
otherwise. We express no opinion on the effect of any action hereafter taken or not taken in
reliance upon an opinion of other counsel on the exclusion from gross income for federal income
tax purposes of interest on the Bonds, or on the exemption from state and local tax law of interest
on the Bonds.
• Other than such record of proceedings, we have not been requested to examine or
review and have not examined or reviewed the accuracy or sufficiency of the Official Statement,
or any additional proceedings, reports, correspondence, financial statements or other documents,
containing financial or other information relative to the Town which have been or may hereafter
be furnished or disclosed to purchasers of said Bonds, and we express no opinion with respect to
any such financial or other information or the accuracy or sufficiency thereof.
We have examined the executed first numbered Bond of said issue and, in our
opinion, the form of said Bond and its execution are regular and proper.
Very truly yours,
0
STATEMENT OF INSURANCE
•
•
ASSIGNMENT
FOR VALUE RECEIVED, the Undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
• the within Bond and does hereby irrevocably constitute and appoint
Attorney
to transfer said Bond on the books kept for registration of said Bond, with full power of
substitution in the premises.
Dated:
Signature Guaranteed: Notice: The signature to
Notice: Signature(s) must be this assignment must cor-
acknowledged or proved, or in the respond with the name as
• alternative, certified as to its it appears upon the face
genuineness by an officer of a bank of the within bond in
or trust company located and authorized every particular, without
to do business in New York State. alteration or enlargement or any
change whatever
Appendix C
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
Section 1. Definitions
"Annual Information" shall mean the information specified in Section 3 hereof.
"GAAP" shall mean generally accepted accounting principles as in effect from
time to time in the United States.
"Holder" shall mean any registered owner of the Securities and any beneficial
owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934.
"Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal
• corporation of the State of New York.
"MSRB" shall mean the Municipal Securities Rulemaking Board established in
accordance with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934.
"NRMSIR" shall mean each nationally recognized municipal securities
information repository within the meaning of Rule 15c2-12.
"Rule 15c2-12" shall mean Rule 15c2-12 under the Securities Exchange Act of
1934, as amended through the date of this Undertaking, including any official interpretations
thereof.
"Securities" shall mean the Issuer's $14,650,000 Public Improvement Serial
Bonds-2007, dated April 15, 2007, maturing in various principal amounts on April 15 in each of
the years 2008 to 2030, inclusive, and delivered on the date hereof.
"State Information Depository" shall mean the New York State Information
Depository, if and when created.
Section 2. Obligation to Provide Continuing Disclosure. (a) The Issuer hereby
undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided either
directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New
York 11776:
(i) to each NRMSIR and to the State Information Depository, no later than
180 days after the end of each fiscal year, the Annual Information relating to such fiscal year,
together with audited financial statements of the Issuer for such fiscal year if audited financial
statements are then available; provided, however, that if audited financial statements are not then
available, unaudited financial statements shall be provided with the Annual Information, and
audited financial statements, if any, shall be delivered to each NRMSIR and to the State
Information Depository within thirty (30) days after they become available and in no event later
than 360 days after the end of each fiscal year; and
(ii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information
Depository, in a timely manner, notice of any of the following events with respect to the
Securities, if material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to
perform;
• (6) adverse tax opinions or events affecting the tax-exempt status of the
Securities;
(7) modifications to rights of Securities holders;
(8) bond calls;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Securities; and
(11) rating changes.
• (iii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information
Depository, in a timely manner, notice of a failure to provide by the date set forth in Section
2(a)(i) hereof any Annual Information required by Section 3 hereof.
(b) Nothing herein shall be deemed to prevent the Issuer from disseminating any
other information in addition to that required hereby in the manner set forth herein or in any
other manner. If the Issuer disseminates any such additional information, the Issuer shall have
no obligation to update such information or include it in any future materials disseminated
hereunder.
(c) Nothing herein shall be deemed to prevent the Issuer from providing notice of
the occurrence of certain other events, in addition to those listed above, if the Issuer determines
that any such other event is material with respect to the Securities; but the Issuer does not
undertake to commit to provide any such notice of the occurrence of any material event except
those events listed above.
Section 3. Annual Information. (a) The required Annual Information shall consist
of the financial information and operating data for the preceding. fiscal year, in a form generally
consistent with the information contained or cross-referenced in the Issuer's final official
statement relating to the Securities under the headings: "The Town," "Economic and
Demographic Information," "Indebtedness of the Town," " Finances of the Town," "Real
Property Tax Information," and "Litigation," and in Appendix A.
(b) All or any portion of the Annual Information may be incorporated in the
Annual Information by cross reference to any other documents which have been filed with (i) the
NRMSIRs and the State Information Depository, or (ii) the Securities and Exchange
Commission. If such a document is a final official statement, it also must be available from the
MSRB.
(c) Annual Information for any fiscal year containing any modified operating
data or financial information (as contemplated by Section 7(e) hereof) for such fiscal year shall
explain, in narrative form, the reasons for such modification and the effect of such modification
• on the Annual Information being provided for such fiscal year. If a change in accounting
principles is included in any such modification, such Annual Information shall present a
comparison between the financial statements or information prepared on the basis of the
modified accounting principles and those prepared on the basis of the former accounting
principles.
Section 4. Financial Statements. The Issuer's annual financial statements for
each fiscal year shall be prepared in accordance with GAAP as in effect from time to time. Such
financial statements shall be audited by an independent accounting firm.
Section 5. Remedies. If the Issuer shall fail to comply with any provision of this
Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of
all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this
Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and
• may compel the Issuer or any such officers, agents or employees to perform and carry out their
duties under this Undertaking; provided that the sole and exclusive remedy for breach of this
Undertaking shall be an action to compel specific performance of the obligations of the Issuer
hereunder and no person or entity shall be entitled to recover monetary damages hereunder under
any circumstances. Failure to comply with any provision of this Undertaking shall not constitute
an event of default on the Securities.
Section 6. Parties in Interest. This Undertaking is executed and delivered solely
for the benefit of the Holders. No other person shall have any right to enforce the provisions
hereof or any other rights hereunder.
Section 7. Amendments. Without the consent of any holders of Securities, the
Issuer at any time and from time to time may enter into any amendments or changes to this
Undertaking for any of the following purposes:
(a) to comply with or conform to any changes in Rule 15c2-12 (whether required
or optional);
(b) to add a dissemination agent for the information required to be provided
hereby and to make any necessary or desirable provisions with respect thereto;
(c) to evidence the succession of another person to the Issuer and the assumption
of any such successor of the duties of the Issuer hereunder;
(d) to add to the duties of the Issuer for the benefit of the Holders, or to surrender
any right or power herein conferred upon the Issuer;
(e) to modify the contents, presentation and format of the Annual Information
from time to time to conform to changes in accounting or disclosure principles or practices and
legal requirements followed by or applicable to the Issuer or to reflect changes in the identity,
nature or status of the Issuer or in the business, structure or operations of the Issuer or any
mergers, consolidations, acquisitions or dispositions made by or affecting any such person;
provided that any such modifications shall comply with the requirements of Rule 15c2-12 or
Rule 15c2-12 as in effect at the time of such modification; or
• (f) to cure any ambiguity, to correct or supplement any provision hereof which
may be inconsistent with any other provision hereof, or to make any other provisions with
respect to matters or questions arising under this Undertaking which, in each case, comply with
Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such amendment or change; provided
that no such action pursuant to this Section 7 shall adversely affect the interests of the Holders in
any material respect. In making such determination, the Issuer shall rely upon an opinion of
nationally recognized bond counsel.
Section 8. Termination. This Undertaking shall remain in full force and effect
until such time as all principal, redemption premiums, if any, and interest on the Securities shall
have been paid in full or the Securities shall have otherwise been paid or legally defeased
pursuant to the their terms. Upon any such legal defeasance, the Issuer shall provide notice of
such defeasance to each NRMSIR or the MSRB, and the State Information Depository. Such
• notice shall state whether the Securities have been defeased to maturity or to redemption and the
timing of such maturity or redemption.
Section 9. Undertaking to Constitute Written Agreement or Contract. This
Undertaking shall constitute the written agreement or contract for the benefit of Holders of
Securities, as contemplated under Rule 15c2-12.
Section 10. Governing Law. This Undertaking shall be governed by the laws of
the State of New York determined without regard to principles of conflict of law.
IN WITNESS WHEREOF, the undersigned has duly authorized, executed and
delivered this Undertaking as of April 19, 2007.
TOWN OF SOUTHOLD
By
Supervisor and Chief Fiscal Officer