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aN No. 6R-1 55,224,000ut/
6 ~ UNITED STATES OF AMERICA ~ "
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
,l'd BOND ANTICD?ATION NOTE FOR VARIOUS PURPOSES-2010
The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby
acknowledges itself indebted and for value received promises to pay to JPMorgan Chase Bank, N.A., Melville, New York, as
~ registered owneq the sum of FIVE MILLION TWO HUNDRED TWENTY-FOUR THOUSAND DOLLARS (SSZ24,000)
on the 2nd day of Septembeq 2011, together with interest thereon from the date hereof at the rate of fiftysight hundredths per
centum (0.58°/.) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the
United States of America, at JPMorgan Chase Bank, N.A., Melville, New York.
Both principal of and interest on this No[e shall be payable only to the registered holder, his legal ~ fl``~
representatives, successors or transferees. This Note shall be transferable only upon presentation to such Town Clerk with a _
_S;~.
written transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books and shall -~~7
endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal
representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its '
genuineness by an officer of a bank or wst company located and authorized to do business in this State. .yr-
I
This Note is the only No[e of an authorized renewal issue, the principal amount of which is 55,224,000.
` This No[e is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated b
Laws of the State of New York, nine bond resolutions adopted by the Town Board on their respective dates, authorizing the
issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by the Supervisor on -
r September 2, 2010.
i
I This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section
265 of the Internal Revenue Code of 1986, as amended.
The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of [he principal of and
interest on this Note according [o its terms. It is hereby certified and recited that all wnditions, acts and things required by the
Constitution and statutes of [he State of New York to exist, to have happened and to have been performed precedent to and in the n~.
issuance of this No[e, exist, have happened and have been performed, and that this Note, together with all other indebtedness of ~ i
such Town, is within every debt and other limit prescribed by the Constitution and laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by iu Supervisor,
and its corporate seal (or a facsimile thereof) [o be affixed, imprinted, impressed or otherwise reproduced hereon and attested by '
its Town Clerk and this Note to be dated as of the 2nd day of September, 2010..
. _i
TO FSOUTHOLD
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Supervisor ~i`
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-'a Town Clerk
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CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $5,224,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2010 OF THE TOWN OF
SOUTHOLD, NEW YORK.
I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called
the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the
chief fiscal officer of the Town, by the Town Boazd of the Town, pursuant to the bond
resolutions duly adopted and amended and as referred to in the pazagraphs below and subject to
the limitations prescribed in said bond resolutions, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $14,000
shall be issued to renew, in part, the $100,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, authorizing the construction of improvements to
Ryder Farm Lane and Pazk View Lane; stating the estimated
maximum cost thereof is $180,000; appropriating said amount
therefor, including the expenditure of $30,000 expected to be paid
from the proceeds of a separate issue of bonds and $60,000
expected to be received as a reimbursement from the County of
Suffolk; and authorizing the issuance of $150,000 serial bonds of
said Town to finance a part of said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$100,000 bond anticipation note having been heretofore provided to the extent of $86,000 from a
source other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the principal amount of
$2,389,000 shall be issued to renew, in part, the $2,580,000 bond anticipation note dated
September 4, 2009, maturing September 3, 2010, and heretofore issued in anticipation of the sale
of the serial bonds authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
August 16, 2005, and amended May 22, 2007 authorizing the
construction of a new Town Animal shelter, in said Town, stating
the estimated maximum cost thereof is $3,300,000, appropriating
said amount therefor, including the appropriation of $280,000 held
in trust and authorizing the issuance of $3,020,000 serial bonds of
said Town to finance the balance of said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$2,580,000 bond anticipation note having been heretofore provided to the extent of $191,000
from a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $21,000
shall be issued to renew, in part, the $24,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, ratifying the appropriation of $30,000 to finance a
part of the cost of construction of improvements to certain highways
in the Hamlet of Orient, known as Ryder Farm Lane and Park View
Lane; stating the estimated maximum cost thereof is $180,000, with
$150,000 of said cost expected to be paid from other sources; and
authorizing the issuance of $30,000 serial bonds of said Town to
finance said $30,000 appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said $24,000
bond anticipation note having been heretofore provided to the extent of $3,000 from a source
other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of $55,000
shall be issued to renew, in part, the $75,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
Apri122, 2008, authorizing the acquisition of tax collection software
for use by the Town Tax Receiver's Office, at the estimated
maximum cost of $75,000; appropriating said amount therefor, and
authorizing the issuance of bonds in the principal amount of
$75,000 to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Detemunation executed by the Supervisor on September 4, 2009, the redemption of said $75,000
bond anticipation note having been heretofore provided to the extent of $20,000 from a source
other than the proceeds of serial bonds.
5. A bond anticipation note of the Town in the principal amount of $315,000
shall be issued to renew, in part, the $590,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 17, 2008, appropriating $590,000 for the increase and
improvement of facilities of the Southold Solid Waste Management
District, in said Town, and authorizing the issuance of $590,000
serial bonds of said town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$590,000 bond anticipation note having been heretofore provided to the extent of $275,000 from
a source other than the proceeds of serial bonds.
6. A bond anticipation note of the Town in the principal amount of $280,000
shall be issued to renew, in part, the $379,000 bond anticipation note dated September 4, 2009,
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 29, 2008, appropriating $400,000 to pay the cost of acquiring
the easterly half of the certain piece of pazcel of land, containing
one half of one acre, more or less, situate adjacent to the Town Hall
property, and previously acquired by the town pursuant to the
eminent domain proceeding (Index No. 06-23054) commenced in
the Supreme Court of the State of New York, Suffolk County, on
August 3, 2006, and authorizing the issuance of $400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said
$379,000 bond anticipation note having been heretofore provided to the extent of $99,000 from a
source other than the proceeds of serial bonds.
7. A bond anticipation note of the Town in the principal amount of $50,000
shall be issued to renew, in part, the $90,000 bond anticipation note dated September 4, 2009
maturing September 3, 2010, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
September 9, 2008, appropriating $338,800 for the increase and
improvement of facilities of the Mattituck Park District, including
the expenditure of $39,000 from the District's operating fund and
$100,000 available in the Town's recreation fund to pay a part of
said appropriation; and authorizing the issuance of $199,800 serial
bonds finance the balance of said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 4, 2009, the redemption of said $90,000
bond anticipation note having been heretofore provided to the extent of $40,000 from a source
other than the proceeds of serial bonds.
8. A bond anticipation note of the Town in the principal amount of
$1,400,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the
resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
Mazch 9, 2010 and amended May 4, 2010, authorizing the
construction of improvements to various roads on Fishers Island,
including related drainage improvements, stating the estimated
maximum cost thereof is $1,400,000, appropriating said amount
for such purpose, and authorizing the issuance of $1,400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to.
9. A bond anticipation note of the Town in the principal amount of $'700,000
shall be issued in anticipation of the sale of serial bonds authorized pursuant to the resolution
entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 15, 2010 and amended May 4, 2010, appropriating $700,000
for the improvement of facilities of the Southold Town Wastewater
Disposal District, and authorizing the issuance of $700,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to.
10. Said $14,000 note, said $2,389,000 note, said $21,000 note, said $55,000
note, said $315,000 note, said $280,000 note, said $50,000 note, said $1,400,000 and said
$700,000 note shall be combined for the purpose of sale into a single note issue in the aggregate
principal amount of $5,224,000 (hereinafter referred to as the "Note").
11. The terms, form and details of said Note shall be as follows:
Amount and Title: $5,224,000 Bond Anticipation Note for Various Purposes-2010
Dated: September 2, 2010
Matures: September 2, 2011
Number and
Denomination: Number 6R-1, at $5,224,000
Interest Rate
per annum: 0.58%
Form of Note: Substantially in accordance with form prescribed by Schedule
B,2 of the Local Finance Law of the State of New York.
12. The respective amounts of bond anticipation notes originally issued in
anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions
referred to in paragraphs 1 to 9, inclusive, hereof, including the Note, aze: (1) $150,000, (2)
$2,890,000, (3) $150,000, (4) $75,000, (5) $590,000, (6) $400,000, (7) $199,800, (8) $700,000
and (9) $1,400,000, and the respective amounts of bond anticipation notes which will be
outstanding after the issuance of the Note, including said Note, will be: (1) $14,000, (2)
$2,389,000, (3) $21,000, (4) $55,000, (5) $315,000, (6) $280,000, (7) $50,000, (8) $1,400,000
and (9) $700,000.
13 The serial bonds authorized pursuant to the resolution referred to in
paragraphs 5, 7 and 9 hereof, aze for improvements which are assessable, and the serial bonds
authorized pursuant to the resolutions refen•ed to in pazagraphs 1, 2, 3, 4, 6 and 8 hereof, aze for
improvements which aze non-assessable.
14. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to JPMorgan Chase Bank, N.A., Melville, New York, as
registered owner, for the purchase price of $5,224,000.00, plus accrued interest, if any, from the
date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note
shall be payable as to both principal and interest at JPMorgan Chase Bank, N.A., Melville,
New York, and shall beaz interest at the rate of fifty-eight hundredths per centum (0.58%) per
annum, payable at maturity.
15. The Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed or otherwise reproduced thereon and attested by its Town Clerk.
I HEREBY FURTHER DETERMINE that at the time of the delivery of the Note,
and as a condition to such delivery, I shall deliver or cause to be delivered to the financial
institution referred to in pazagraph 14 hereof a copy of the Town's Undertaking to Provide
Notices of Material Events, executed by the undersigned as chief fiscal officer of the Town,
setting forth the Town's written agreement for the benefit of holders of or owners of beneficial
interests in the Note, all in conformity with applicable provisions of Rule 15c2-12 of the
Securities and Exchange Commission.
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to aze in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
September, 2010.
Supervisor
~
CLERK'S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Town Clerk on or before the 2nd day
of September, 2010, and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 2nd day of
September, 2010.
~~..ao ~ .D ~i~„ODo
Town Clerk
(SEAL)
f
UNDERTAHING TO PROVIDE NOTICES OF MATERIAL EVENTS
Section 1. Definitions
"EMMA" shall mean Electronic Municipal Mazket Access System implemented
by the MSRB.
"Holder" shall mean any registered owner of the Securities and any beneficial
owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934.
"Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal
corporation of the State of New York.
"MSRB" shall mean the Municipal Securities Rulemaking Boazd established in
accordance with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934.
"Rule 15c2-12" shall mean Rule 15c2-12 under the Securities Exchange Act of
1934, as amended through the date of this Undertaking, including any official interpretations
thereof.
"Securities" shall mean the Issuer's $5,224,000 Bond Anticipation Note for
Various Purposes-2010, dated September 2, 2010, and maturing September 2, 2011, and
delivered on the date hereof.
Section 2. Obligation to Provide Notices of Material Events. (a) The Issuer
hereby undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided
either directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station,
New York 11776 to the Electronic Municipal Mazket Access ("EMMA") System implemented
by the Municipal Securities Rulemaking Boazd established pursuant to Section 15B(b)(1) of the
Securities Exchange Act of 1934, or any successor thereto or to the functions of such Boazd
contemplated by the Undertaking, in a timely manner, notice of any of the following events with
respect to the Securities, if material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to
perform;
795749.1033923 CLD
(6) adverse tax opinions or events affecting the tax-exempt status of
the Securities;
(7) modifications to rights of Securities holders;
(8) bond calls;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Securities; and
(11) rating changes.
(b) Nothing herein shall be deemed to prevent the Issuer from providing
notice of the occurrence of certain other events, in addition to those listed above, if the Issuer
determines that any such other event is material with respect to the Securities; but the Issuer does
not undertake to commit to provide any such notice of the occurrence of any material event
except those events listed above.
Section 3. Remedies. If the Issuer shall fail to comply with any provision of this
Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of
all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this
Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and
may compel the Issuer or any such officers, agents or employees to perform and carry out their
duties under this Undertaking; provided that the sole and exclusive remedy for breach of this
Undertaking shall be an action to compel specific performance of the obligations of the Issuer
hereunder and no person or entity shall be entitled to recover monetary damages hereunder under
any circumstances. Failure to comply with any provision of this Undertaking shall not constitute
an event of default on the Securities.
Section 4. Parties in Interest. This Undertaking is executed and delivered solely
for the benefit of the Holders. No other person shall have any right to enforce the provisions
hereof or any other rights hereunder.
Section 5. Amendments. Without the consent of any holders of Securities, the
Issuer at any time and from time to time may enter into any amendments or changes to this
Undertaking for any of the following purposes:
(a) to comply with or conform to any changes in Rule 15c2-12 (whether
required or optional);
(b) to change or add a dissemination agent for the notices required to be given
hereunder and to make any necessary or desirable provisions with respect thereto;
(c) to evidence the succession of another person to the Issuer and the
assumption of any such successor of the duties of the Issuer hereunder;
795749.1 033923 CLD
(d) to add to the duties of the Issuer for the benefit of the Holders, or to
surrender any right or power herein conferred upon the Issuer; or
(e) to cure any ambiguity, to correct or supplement any provision hereof
which may be inconsistent with any other provision hereof, or to make any other
provisions with respect to matters or questions arising under this Undertaking which, in
each case, comply with Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such
amendment or change;
provided that no such action pursuant to this Section 5 shall adversely affect the interests
of the Holders in any material respect. In making such determination, the Issuer shall rely
upon an opinion of nationally recognized bond counsel.
Section 6. Termination. This Undertaking shall remain in full force and effect
until such time as all principal, redemption premiums, if any, and interest on the Securities shall
have been paid in full or the Securities shall have otherwise been paid or legally defeased in
accordance with their terms. Upon any such legal defeasance, the Issuer shall provide notice of
such defeasance to the EMMA System. Such notice shall state whether the Securities have been
defeased to maturity or to redemption and the timing of such maturity or redemption.
Section 7. Undertaking to Constitute Written A~eement or Contract. This
Undertaking shall constitute the written agreement or contract for the benefit of Holders of
Securities, as contemplated under Rule 15c2-12.
Section 8. Governing Law. This Undertaking shall be governed by the laws of
the State of New York determined without regard to principles of conflict of law.
IN WITNESS WHEREOF, the undersigned has duly authorized, executed and
delivered this Undertaking as of September 2, 2010.
Town o outhold, New York
By
Supervisor
795749.1 033923 CLD
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York and herein referred to as the "Town,"
HEREBY CERTIFY that on or before September 2, 2010, we officially signed and properly
executed by manual signatures the $5,224,000 Bond Anticipation Note for Various Purposes-
2010 (the "Note") of the Town, payable to JPMorgan Chase Bank, N.A., Melville, New York,
as registered owner, and as otherwise described in Schedule A annexed hereto and by this
reference made a part hereof, and that at the time of such signing and execution and on the date
hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to
execute the Note and holding the respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that
neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
Note and is the legally adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
September 2, 2010, I delivered or caused the delivery of the Note to JPMorgan Chase Bank,
N.A., Melville, New York„ the purchaser thereof, and that at the time of such delivery of said
Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for
said Note, computed as follows:
Price ......................................................................................$5,224,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received ..................................................................$5,224,000.00
795749.1 033923 CLD
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 2nd day of September, 2010.
' afore Term of Office
Ex~es Title
December 31, 2011 Supervisor
' December 31, 2013 Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appeaz above, aze true and genuine and that I know said officers and know them
to hold the offices set opposite their signatures.
John A. Cushman, II
Town Comptroller
795749.! 033923 CLD
ATTORNEY'S CERTIFICATE
I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law
of the State of New York, and am the duly chosen, qualified and acting Town Attorney of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York
and herein referred to as the "Town", that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the $5,224,000 Bond Anticipation
Note for Various Purposes-2010 (the "Note") of the Town, payable to JPMorgan Chase Bank,
N.A., Melville, New York, as registered owner, and as otherwise described in Schedule A
annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes to
pay the interest on or principal of the Note, or in any manner questioning the authority or
proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to
the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the
corporate existence or boundaries of the Town nor the title of any of the present officers thereof
to their respective offices is being contested, and that no authority or proceedings for the
issuance of the Note has or have been repealed, revoked or rescinded.
I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any
nature now pending or threatened by or against the Town wherein an adverse judgment or ruling
could have a material adverse impact on the financial condition of the Town or adversely affect
the power of the Town to levy, collect or enforce the collection of taxes or other revenues for the
payment of the Note, which has not been disclosed in the Official Statement relating to the Note.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
September,
Attorney
795749.1 033923 CLD
SCHEDULE A
Amount and Title: $5,224,000 Bond Anticipation Note for Various Purposes-2010
Dated: September 2, 2010
Matures: September 2, 2011
Number: 6R-1, at $5,224,000
Interest Rate
per annum: 0.58%
795749.1 033923 CLD
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $5,224,000 Bond Anticipation Note for Various Purposes-2010 (herein
referred to as the "Note" or "Notes"), dated and issued on September 2, 2010, as follows:
Unless the context cleazly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authoritv of Si ng story. I am an officer of the Issuer chazged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Purpose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note. The provisions of this certificate
constitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
1.3. Reasonable Exnectations. This certificate sets forth the facts, estimates
and circumstances now in existence which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no
other facts, estimates or circumstances that would materially change that expectation.
1.4. Composite Issue. No other governmental obligations have been sold
fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which aze expected to be paid from substantially the
same source of funds as the Note.
1.5 No Federal Guazantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which aze: (a) invested during the temporary period referred to
in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States
Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank
Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and
795749.1 033923 CLD
Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home
Loan Bank Act, as amended:
(i) No portion of the payment of principal or interest with respect to the Note
is or will be guaranteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guaranteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guazanteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guazanteed yield and having a term of 4 yeazs or more.
1.9 IRS Information Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 8038G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
2.1. Authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and various bond resolutions duly
adopted by the Town Board on their respective dates (the "Resolutions"), as refen•ed to in the
Certificate of Determination executed by the Supervisor on September 2, 2010.
(b) For purposes of this Article II the term "proceeds" means the net amount
(afrer payment of all costs and expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. Purpose of Issue. The Note is being issued to provide funds for various
purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions.
795749.1033923 CLD
2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the
amount of $3,124,000 (the "Current Refunding Note") will be used, together with $714,000
available funds, to redeem prior issues of bond anticipation notes currently outstanding in the
aggregate principal amount of $3,838,000 (the "Prior Issues"), heretofore issued to finance the
Project. The balance of the proceeds of sale of the Note in the principal amount of $2,100,000
(the "New Money Note") will be used to provide original financing for the New Money Projects.
2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or
another state or local governmental unit and will not be leased to any person who is not a state or
local governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to be derived from payments, whether or not to the
Issuer, in respect of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being financed, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note aze allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a governmental use and proceeds of the Note are allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which aze to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guazantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who are not State or local govermnents
on a basis different than the general public Any management, or operations contract or
795749.1 033923 CLD
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no pazt based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based
on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract,
without penalty, at the end of any three yeaz period, and (iii) at least 50% of the compensation
paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three yeazs; (ii) the issuer may terminate such contract (without penalty)
at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after Mazch 15, 1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal options) not exceeding two yeazs,
(ii) the issuer may terminate the contract (without penalty) at the end of the first year, and
(iii) the service provider primazily provides services to third pazties or the contract involves a
facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a management
contract or agreement for each person for whom the service provider
assumes the responsibility to provide all needed services for a specified
period, provided the quantity and type of services actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollaz amount for services rendered
during a specified period of time (i.e. $XX per month) which amount may
automatically increase according to a specified, objective, external standazd;
and
(iii) "per unit fee" means a stated dollar amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9 Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have
been used within 3 yeazs of the date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
795749.1 033923 CLD
2.10 Output Facilities. No more than 5% of the proceeds of the Note aze to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note aze to be used (directly or
indirectly) for the acquisition of a nongovenunental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1 Temporary Period-Refundine. With respect to the proceeds of the sale of
the Current Refunding Note representing proceeds allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
yeazs after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three yeazs after the date of original issuance of the Prior Issue, such proceeds
will be invested at a yield not in excess of the yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to yield.
3.2 Temporary Period-New Money. With respect to the New Money Note:
(a) The Issuer has entered into or will enter into within six months from the
date of this certificate, binding commitment(s) for the acquisition, construction or
accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such
commitment(s) with respect to such New Money Project will or do exceed the amount equal to
5% of $2,100,000, being the aggregate amount of obligations currently issued for such New
Money Project.
(b) Such New Money Project has been completed, or, if such New Money
Project has not been completed, work on the acquisition, construction or accomplishment of such
New Money Project will proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three yeazs from the date of this Certificate. No
more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments
with a term of four years or more.
3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is
subject to the rebate requirement imposed by Section 148 of the Code because, with respect to
each:
(i) the Issuer was or is a governmental unit with general taxing powers;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
795749.1 033923 CLD
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local governmental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendaz yeaz in which the Prior Issue was issued and the current
calendar year would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendaz
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.6 Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding year orone-twelfth of the debt service on the Note.
3.7 Sinking Funds. Except for the debt service fund described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similar fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
ARTICLE IV
Bank Qualification
4.1 Desi ation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code.
795749.1 033923 CLD
(a) In making such designation it has been determined with respect to the
Current Refunding Note that:
(i) the Note can-ently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualified tax-exempt obligation";
(iii) the aggregate face amount of the Note does not exceed $30,000,000;
(iv) the Prior Issue had a weighted average maturity of 3 yeazs or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
(vi) not more than $30,000,000 of obligations issued by the Issuer during the
calendaz year in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be issued by the Issuer during the current calendaz
yeaz will exceed $30,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendaz year does not as of this date, and including this
issue, exceed $30,000,000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the
2nd day of September, 2010.
Q t~~~
(SEAL) Supervisor
795749.1 033923 CLD
CERTIFICATE WITH RESPECT TO THE OFFICIAL
STATEMENT OF THE TOWN OF SOUTHOLD, NEW YORK,
DISTRIBUTED IN CONNECTION WITH THE SALE AND
ISSUANCE OF A $5,224,000 BOND ANTICIPATION NOTE
FOR VARIOUSPURPOSES-2010
I, Scott A. Russell, the undersigned Supervisor of the Town of Southold (the
"Town"), in the County of Suffolk, New York, HEREBY CERTIFY that on August 17, 2010,
the date of the Official Statement of the Town prepazed in connection with the sale of the
$5,224,000 Bond Anticipation Note for Various Purposes-2010 (the "Note"), of the Town, and at
all times subsequent thereto up to and including September 2, 2010, the date of delivery of the
Note, the attached Official Statement of the Town did not and does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. In
addition, I FURTHER CERTIFY that there has been no adverse material change in the financial
condition of the Town since August 17, 2010.
Insofaz as any statements made in said Official Statement involve matters of
opinion, estimates or statements as to matters not contained in or derived from the official
records of the Town, whether or not expressly stated, they aze set forth as such and not as
representations of fact by the Town, and no representation is made that any of the estimates or
anticipated events will be realized. The Official Statement is not to be construed as a contract or
agreement with the beneficial owners of the Note.
IN WITNESS WHEREOF, I have hereunto set my signature and affixed the
corporate seal of the Town as of the 2nd day of
September, 2010
(SEAL) C~
Supervisor
ONE CHASE MANHATTAN PLAZA
NEW YORK, NY 10005
WWW HAWKINS.COM August 29, 2013
C RECEIVED
The Town Boazd of the
Town of Southold, in the SEP 2 3 2013
County of Suffolk, New York
Ladies and Gentlemen: Southold Town deck
We have examined a record of proceedings relating to the authorization, sale and
issuance of the $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note") of the
Town of Southold (the "Town"), in the County of Suffolk, a municipal corporation of the State
of New York. The Note is dated August 29, 2013, matures August 29, 2014, is a single note in
the denomination of $465,000, is numbered 6R-1, bears interest at the rate of fifty-seven
hundredths of one per centum (0.57%) per annum, payable at 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, four bond resolutions duly adopted and amended by the Town Boazd on
their respective dates, authorizing the issuance of serial bonds for various purposes in and for the
Town and the Certificate of Determination executed by the Supervisor on August 29, 2013.
The Note is a temporary obligation issued in anticipation of the sale of permanent
serial bonds.
The Note is issued in fully registered form, in the name of Cede & Co., as
Noteowner and nominee for The Depository Trust Company, an automated depository for
securities and clearing house for securities transactions. Purchases of ownership interests in the
Note will be made in book-entry form, in denominations of $5,000 or any integral multiple
thereof.
In our opinion, the Note is a valid and legally binding general obligation 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 Note and interest thereon, subject to certain statutory limitations imposed
by Chapter 97 of the Laws of 2011. The enforceability of rights or remedies with respect to the
Note 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 Note in order that
interest on the Note be and remain excludable from gross income under Section ]03 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
]293237.1033923 CLD
interest paid on the Note is excludable from gross income under Section 103 of the Code. We
have examined the said Arbitrage and Use of Proceeds Certificate of the Town delivered
concurrently with the delivery of the Note, 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 and assuming
continuing compliance with certain tax certifications described herein, (i) interest on the Note is
excluded from gross income for federal income tax purposes pursuant to Section 103 of the
Code, and (ii) interest on the Note 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 upon such corporations. In rendering the opinion in this
pazagraph, we have (i) relied on the representations, certifications of fact, and statements of
reasonable expectations made by the Town in the said Arbitrage and Use of Proceeds Certificate
and other documents delivered in connection with the Note, and (ii) assumed compliance by the
Town with certain provisions and procedures set forth in the said Arbitrage and Use of Proceeds
Certificate relating to compliance with applicable requirements of the Code to assure the
exclusion of interest on the Note from gross income under Section 103 of the Code.
Further, in our opinion, under existing statutes, interest on the Note 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 Note. 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 Note, or on the exemption from
state and local tax of interest on the Note.
We render our opinion under existing statutes and court decisions as of the issue
date, and we assume no obligation to update, revise or supplement our opinion to reflect any
action hereafter taken or not taken, or any facts or circumstances that may hereafter come to our
attention, or changes in law or interpretations thereof that may hereafter occur, or for any other
reason.
We give no assurances as to the adequacy, sufficiency or completeness of any
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 ownership interests in the Note.
We have examined the executed Note and, in our opinion, the form of said Note
and its execution are regulaz and proper.
Very holy yours,
~~~~t~~
1293237.1 033923 CLD
- - -
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q~'- ~ No.6R•1 5465,000
~ CUSIP No. 844572 NK9 -
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK '
TOWN OF SOUTI~~,~\~~ ~
s.,. ~ BOND ANTICIPATION NOT iRUOUSPURPOSES-2013
F PRINCIPAL SUM: FOUR HUND ' F ~USVAND DOLLARS ($465,000)
~ INTEREST RATE: fifty-sev a per centum (0.57%) per annum it ~ '.I
' DATE OF ISSUE: August 2 '
s ~ ~ MATURITY DATE: August 214 ~
i
The Town of Southold, in the CounTy of Suffolk, a municipal corporation of the State of New York, hereby ~
acknowledges itself indebted and far value received promises to pay to CEDE & CO., as nominee of The Depository Trust it
a.. Company, the registered owner, or registered assigns, the PRINCIPAL SUM (stated above) on the MATURITY DATE (stated '
above), together with interest thereon from the DATE OF ISSUE (stated above) at the INTEREST RATE (stated above), ! •i' ~I,
"I payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America
(Federal Funds), at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York. ~
i,
Unless this ceriificate is presented by an authorized representative of The Depository Trust Company to the issuer or its ~
agent for regisVation of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such ,
other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & ~
0, 1'~' Ca, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY .
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Vie`'
7:
i'' 7his Note is the only Note of an authorized combined renewal issue, the aggregate principal amount of which is ?r,~',
x• -
$465,000.
This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated !
Laws of the State of New York, various bond resolutions duly adopted and amended by the Town Board on their respective _
dates, authorizing the issuance of serial bonds for various purposes in and for [he Town, and the Certificate of Determination
p. executed by the Supervisor as of August 29, 2013. C- t`.
?x`' ~ ~ This Note has been designated by the Town as a quali5ed tax-exempt obligation pursuant to the provisions of ..I ,
Section 265 of the Internal Revenue Code of 1966, as amended.
The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and . ~ ~I
interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the
issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedness of ,~r ~I~
J~p i"_ i
Y such Town, is within every debt and other limit prescribed by the Constitution of such Stale. i . ~
- IN WITNESS WHEREOF, the Town of Southold has caused this Note to be signed by its Supervisor, and its • I
t ~ corporate seal (or a facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and attested by its ~I
Town Clerk and this Note to be dated as of the DATE OF ISSUE.
i
SEAL
( )
S
sy ,
~~?y Supervisor '~`~s I'
tBtlBl ATTEST: i, ~j'.''.
v
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-~,.~°.F~e~._a tI~ t~ ~4 / > r r a- ~ w.+.:.:.. s ' r ~A - ,m ~ i,.~ ry srfc as
M1~ S \ t R„ r r, ~t~ +~u r'u'~iT wl, "MV 1. ;!fit
THE DEPOSITORY TRUST COMPANY
55 Water Street
New York, New York 10041 S IJ$ f ECT T~ CDUNT
Attention: Underwriting Packaging Deparhnent AND EXAMINATION
Phone: (212)558-8520
Telecopy: (212) 344-1533
SAFEKEEPING AGREEMENT
Ref: (Description of issue, number of certificates, number o - - ~to issue and $ value of securities)
Town of Southold, in the Coun of Suffo
$465,000 Bond Anticipation Note for V urposes-2013, dated August 29, 2013, maturing August 29, 2014
CUSIP # 844572 NK9 (ONE CERTIFICATE) $ VALUE $465,000
The Depository Trust Company (DTC) acknowledges receipt from Hawkins Delafield & Wood LLP (the trustee, transfer agent, underwriter
or other agent of the issuer, hereafter refereed to as the "Agent") of possession, custody and control of the above securities far safekeeping.
DTC is authorized to hold these securities in safekeeping until DTC is instructed by telephone or in writing by one of the below designated
representatives of the Agent either to: (1) deliver the securities by book-entry to the DTC account of the lead underwriter (or to the DTC
account of its clearing agent) or (2) return the said securities to the Agent.
In the event DTC is instructed to return said securities, DTC shall return the securities to the Agent as soon as practicable,
but, in any event, no later than the DTC business day following the day such instruction is received.
DTC shall hold the Agent, its officers and employees, harmless from any liability, loss, damage, and reasonable expense of
any kind in connection with any loss, damage, theft or destruction of any kind of said securities while they aze in the possession, custody or
control of DTC, its officers or employees or in the event securities aze released from the control of DTC without the specific approval of the
Agent pursuant to this Safekeeping Agreement.
TFffi AGENT The Depository Trust Company
By: By:
Title: Title: SUPERVISOR
Date: Date:
Authorized Representative of Trustee/Agent
PRMT NAME ORGANIZATION ( )
TELEPHONE NO.
PRINT NAME ORGANIZATION ( )
TELEPHONE NO.
PRMT NAME ORGANIZATION ( I
TELEPHONE NO
DTC accepts authorization of closings on the phone number listed below:
(212) 855-3752 (212) 8553753
(212)855-3755 (212)855-3754
1293904.1 036577 AGMT
John Cosgrove
From: William Jackson
Sent: Thursday, August 29, 2013 11:46 AM
To: 'Cushman, John'; Robert Smith; Gerard Fernandez; Marie Liotta
Cc: John Cosgrove
Subject: RE: [Brnch Out Wire Advice -entail] Message ID:130829101843H300 Advice
Code:OTBRADEM
Will do. Thanks, John
-----Original Message-----
From: Cushman, John [mailto:]ohn.Cushman@town.southold.ny.us]
Sent: Thursday, August 29, 2013 11:39 AM
To: William Jackson; Robert Smith; Gerard Fernandez; Marie Liotta
Subject: RE: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM
Unfortunately, I am not. However, I think it's appropriate to move
ahead with the closing anyway.
-----Original Message-----
From: William Jackson [mailto:W]ackson@hawkins.com]
Sent: Thursday, August 29, 2013 11:37 AM
To: Cushman, John; Robert Smith; Gerard Fernandez; Marie Liotta
Subject: RE: [Brnch Out Wire Advice - entail] Message ID:130829101843H300
Advice Code:OTBRADEM
Hi John - Are you able to confirm what Capital One is telling us before
we close? Thanks, Bill
-----Original Message-----
From: Cushman, John [mailto:john.Cushman@town.southold.ny.us]
Sent: Thursday, August 29, 2013 11:35 AM
To: William Jackson; Robert Smith; Gerard Fernandez; Marie Liotta
Subject: FW: [Brnch Out Wire Advice - entail] Message ID:130829101843H300
Advice Code:OTBRADEM
Below FYI
-----Original Message-----
From: Dolliver, Caroline (mailto:Caroline.Dolliver@capitalone.com]
Sent: Thursday, August 29, 2013 11:23 AM
To: Cushman, John
Cc: Leisen, Tammy (BANK)
Subject: FW: [Brnch Out Wire Advice - entail] Message ID:130829101843H300
Advice Code:OTBRADEM
At this time the wire has gone through and the balances should be
showing within your accounts. Please let me know if you have any
questions.
Thank you,
Caroline
In accordance with your instructions, your Capital One Bank account
**********7282 has been debited on 2013-08-29 00:00:00 for an Outgoing
1
~ Wire Transfer as detailed below.
Sender Information:
By Order of: JAMSAB REALTY CORP
Sender Bank: CAPITALONE LA
Sender ABA: 021407912
Senders Reference: AC105462971
Receiver Bank: CAPITAL ONE, N.A.
Receiver Bank ABA: 021407912
Beneficiary Bank:
Beneficiary Bank ABA:
FRB Reference 20130829FSQCZ800000872
Beneficiary: Town of Southold
Beneficiary Account: **********9669
Amount: $465,000.00
Addl. Beneficiary Data:
Beneficiary Reference
Additional Information (If Applicable):
]ohn Cushman 631 765 4333
If you have any questions regarding this transaction, please contact the
Wire Transfer Department.
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3
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF A $465,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2013 OF THE TOWN OF
SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (herein called the "Town"), HEREBY CERTIFY that pursuant to the powers and
duties delegated to me, the chief fiscal officer of the Town, by the Town Board of the Town,
pursuant to the bond resolutions duly adopted and amended and as referred to in the paragraphs
below and subject to the limitations prescribed in said bond resolutions, I have made the
following determinations:
1. A bond anticipation note of the Town in the principal amount of $12,000
shall be issued to renew, in part, the $15,000 bond anticipation note dated August 30, 2012,
maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, ratifying the appropriation of $30,000 to finance a
part of the cost of construction of improvements to certain highways
in the Hamlet of Orient, known as Ryder Farm Lane and Park View
Lane; stating the estimated maximum cost thereof is $180,000, with
$150,000 of said cost expected to be paid from other sources; and
authorizing the issuance of $30,000 serial bonds of said Town to
finance said $30,000 appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on August 30, 2012, the redemption of said $15,000
bond anticipation note having been heretofore provided to the extent of $3,000 from a source
other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the principal amount of $220,000
shall be issued to renew, in part, the $330,000 bond anticipation note dated August 30, 2012,
maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 15, 2010 and amended May 4, 2010, appropriating $700,000
for the improvement of facilities of the Southold Town Wastewater
Disposal District, and authorizing the issuance of $700,000 serial
bonds of said Town to finance said appropriation,"
duly adopted and amended by the Town Board on the dates therein referred to, and the
Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of
1293237.1033923 CLD
said $330,000 bond anticipation note having been heretofore provided to the extent of $110,000
from a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $139,000
shall be issued to renew, in part, the $189,000 bond anticipation note dated August 30, 2012,
maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 21, 2011, authorizing the acquisition of equipment for use
by the Highway Department, stating the estimated maximum
cost thereof is $250,000, appropriating said amount for such
purpose, and authorizing the issuance of $250,000 bonds of said
Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on August 30, 2012, the redemption of said $189,000
bond anticipation note having been heretofore provided to the extent of $50,000 from a source
other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of $94,000
shall be issued to renew, in part, the $120,000 bond anticipation note dated August 30, 2012,
maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 19, 2012, authorizing the construction of vazious
improvements to Town-owned facilities located at the Town's
Highway Department yard, at the estimated maximum cost of
$106,000 and to the Town's Police Department headquarters
building, at the estimated maximum cost of $14,000, stating the
estimated total cost thereof is $120,000, appropriating said
amount for such purposes, and authorizing the issuance of
$120,000 bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on August 30, 2012, the redemption of said $120,000
bond anticipation note having been heretofore provided to the extent of $26,000 from a source
other than the proceeds of serial bonds.
5. Said $12,000 note, said $220,000 note, said $139,000 note and said
$94,000 note shall be combined for purposes of sale into a single note issue in the aggregate
principal amount of $465,000 (hereinafter referred to as the "Note").
6. The terms, form and details of said Note shall be as follows:
Amount and Title: $465,000 Bond Anticipation Note for Various Purposes-2013
1293237.1 033923 CLD
Dated: August 29, 2013
Matures: August 29, 2014
Number and
Denomination: Number 6R-1, at $465,000
Interest Rate
per annum: 0.57%
Place of payment of principal and interest shall be the office of the Town Clerk, Town of
Southold, 53095 Main Road, Southold, New York, and the form of note shall be substantially in
accordance with the form prescribed by Schedule B,2 of the Local Finance law, constituting
Chapter 33-a of the Consolidated Laws of the State of New York, provided that the Note when
issued will be (i) registered in the name of Cede & Co. as nominee of The Depository Trust
Company, New York, New York ("DTC") and (ii) deposited with DTC to be held in trust until
maturity. Purchases of ownership interests in the Note will be in book-entry form in
denominations of $5,000 or any integral multiple thereof Beneficial owners of the Note will not
receive certificates representing their interests in the Note. Unless the Town determines
otherwise, transfers or exchanges of ownership interests in the Note may be accomplished via
book-entry transactions only, as recorded through the book-entry system established and
maintained by DTC or a successor depository.
7. The amount of bond anticipation notes and serial bonds originally issued
pursuant to the bond resolution referred to in paragraphs 1 to 4, inclusive, hereof, is (1) $30,000,
(2) $700,000, (3) $250,000 and (4) $120,000. The amount of bond anticipation notes which will
be outstanding after the issuance of the Note, including said Note, will be (1) $12,000, (2)
$220,000, (3) $139,000 and (4) $94,000.
8. The serial bonds authorized pursuant to the resolutions refen•ed to in
paragraphs 1 and 2 hereof, aze for improvements which are assessable, and the serial bonds
authorized pursuant to the resolutions referred to in paragraphs 3 and 4 hereof, are for
improvements which aze non-assessable.
9. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Capital One Bank, N.A., McLean, Virginia, for the
purchase price of $465,000.00, plus accrued interest, if any, from the date of said Note to the
date of delivery thereof, and I FURTHER DETERMINE that said Note, as awazded, beaz interest
at the rate of fifty-seven hundredths of one per centum (0.57%) per annum, payable at maturity.
10. Said Note shall be executed in the name of the Town by its Supervisor and
the corporate seal of the Town or a facsimile thereof shall be affixed, impressed, imprinted or
otherwise reproduced thereon and attested by the Town Clerk.
1293237.1 033923 CLD
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to are in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 29th day of
August, 2013.
Q.~~~fe~.Wr.~
Supervisor
1293237.1 033923 CLD
CLERK'S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compazed the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Town Clerk on or before August 29,
2013, and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town as of the 29th day of
August, 2013.
(SEAL) ( 1~ia~ lam}',, ®i.~~
Town Clerk
1293237.1 033923 CLD
M
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called
the "Town");
2. That with respect to the contract of sale of the Note of the Town described
in the Certificate of Determination executed by the Supervisor on August 29, 2013, to the
financial institution indicated in such Certificate, I have made a careful inquiry of each officer
and employee of the Town having the power or duty to (a) negotiate, prepare, authorize or
approve the contract or authorize or approve payment thereunder, (b) audit bills or claims under
the contract, or (c) appoint an officer or employee who has any of the powers or duties set forth
above, as to whether or not such officer or employee has an interest (as defined pursuant to
Article 18 of the General Municipal Law) in such contract;
3. That upon information and belief, as a result of such inquiry, no such
officer or employee has any such interest in said contract unless otherwise noted in Schedule A
annexed hereto and by this reference made a part hereof.
Town Clerk
Subscribed and sworn to before me
thisda d`aynofAugustn, 2013.
I.~S-~,C 9[u.-W
Notary Public, fate of New York
LINDA J COOPER
NOTARY PUBLIC, State of Ne~.v tL.
ND. 01004822563, Sutiolk Cou'~~'ty/
Term Expires December 31, 20~y
1293237.1033923 CLD
SCHEDULE A
1. , is a stockholder of the Purchaser owning or
controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof
but no disclosure of such interest by said officer is required pursuant to said Law.
2. ,has an interest in the Purchaser solely by
reason of employment as an officer or employee thereof, but the remuneration of such
employment will not be directly affected as a result of said contract and the duties of such
employment do not directly involve the procurement, preparation or performance of any such
part of such contract.
3. ,has publicly disclosed the nature and extent
of such interest in writing to the governing board of the Town. Such written disclosure has been
made a part of and set forth in the official record of proceedings of the Town.
1293237.1 033923 CLD
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York (herein referred to as the "Town") HEREBY
CERTIFY that on or before August 29, 2013, we officially signed and properly executed by
manual signatures a $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note")
of the Town, registered in the name of Cede & Co., as Noteowner and nominee of The
Depository Trust Company ("DTC") and otherwise described in Schedule A annexed hereto and
by this reference made a part hereof, and that at the time of such signing and execution and on
the date hereof we were and aze the duly chosen, qualified and acting officers of the Town
authorized to execute said Note and holding the respective offices indicated by the titles set
opposite our signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of said Note or the levy or collection
of any taxes to pay the interest on or principal of said Note, or in any manner questioning the
authority or proceedings for the issuance of said Note or for the levy or collection of said taxes,
or relating to said Note or affecting the validity thereof or the levy or collection of said taxes,
that neither the corporate existence or boundazies of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of said Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
has been affixed, impressed, imprinted or otherwise reproduced upon said Note and is the legally
adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
August 29, 2013, I delivered or caused the delivery of said Note to The Depository Trust
Company to be held in trust to maturity for Capital One Bank, N.A., McLean, Virginia, the
purchaser thereof, and that at the time of such delivery of said Note, the Town received from said
purchaser the amount hereinbelow stated, in full payment for such Note, computed as follows:
Price .........................................................................................$465,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received .....................................................................$465,000.00
1293237.1 033923 CLD
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 29th day of August, 2013.
Term of Office
i ature ~ Expires Title
a1~~~'~ ' _ December 31, 2015 Supervisor
December 31, 2013 Town Clerk
(SEAL)
HEREBY CERTIFY that the signatures of the officers of the above-named Town,
which appeaz above, are true and genuine and~tha~t/~'I kno/w~ said officers and know them to hold
the respective offices set opposite their signatureC~la~
G~-~
John Cushman
Town Comptroller
1293237.1 033923 CLD
ATTORNEY'S CERTIFICATE
I, Martin D. Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at
law of the State of New York, and am the duly chosen, qualified and acting Town Attorney of
the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New
York (herein referred to as the "Town"); that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of a $465,000 Bond Anticipation
Note for Various Purposes-2013 (the "Note") of the Town, registered in the name of Cede &
Co., as Noteowner and nominee of The Depository Trust Company ("DTC") and otherwise
described as set forth in Schedule A annexed hereto and by this reference made a part hereof or
the levy or collection of any taxes to pay the interest on or principal of said Note, or in any
manner questioning the authority or proceedings for the issuance of said Note or for the levy or
collection of said taxes, or relating to said Note or affecting the validity thereof or the levy or
collection of said taxes; that neither the corporate existence or boundaries of the Town nor the
title of any of the present officers thereof to their respective offices is being contested; and that
no authority or proceedings for the issuance of said Note has or have been repealed, revoked or
rescinded.
IN WITNESS WHEREOF, I have}tereynto set my hand as of the 29th day of
August, 2013.
Town Attorney
1293237.1 033923 CLD
SCHEDULE A
Amount and Title: $465,000 Bond Anticipation Note for Various Purposes-2013
Dated: August 29, 2013
Matures: August 29, 2014
Number: 6R-1
Interest Rate
per annum: 0.57%
1293237.1 033923 CLD
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold (the "Issuer"), in the
County of Suffolk, New York, HEREBY CERTIFY and reasonably expect with respect to the
Issuer's $465,000 Bond Anticipation Note for Various Purposes-2013 (herein referred to as the
"Note"), dated and issued on August 29, 2013, as follows:
Unless the context cleazly requires otherwise, all capitalized terms not otherwise
defined herein shall have the meanings set forth below or in the Resolution, the Code or the
Regulations (each as defined below):
ARTICLE I
General
Section 1.1. Authority of Signatory. I am an officer of the Issuer charged with
the responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
Section 1.2. Pumose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note. The provisions of this certificate
constitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
Section 1.3. Reasonable Expectations. This certificate sets forth the facts,
estimates and circumstances now in existence which form the basis for the Issuer's expectation
that the proceeds of the Note will not be used in a manner that would cause the Note to be an
azbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and
141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and
there aze no other facts, estimates or circumstances that would materially change that
expectation.
Section 1.4. No Composite Issue. No other governmental obligations have
been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of
the Note, pursuant to a common plan of financing which aze expected to be paid from
substantially the same source of funds as the Note.
Section 1.5. No Federal Guazantee. The Issuer represents and covenants that,
except for the gross proceeds of the Note which aze: (a) invested during the temporary period
referred to in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the
United States Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal
Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform,
1293237.1 033923 CLD
Recovery and Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the
Federal Home Loan Bank Act, as amended:
(i) No portion of the payment of principal or interest with respect to the Note
is or will be guaranteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guazanteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guazanteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
Section 1.6. Tax Representation. The Issuer expects to be able to and will
comply with all the procedures and provisions set forth herein, and will do and perform all acts
and things necessary and desirable within its reasonable control in order to assure that interest
paid on the Note shall be excluded from gross income of the owners thereof for the purpose of
federal income taxation.
Section 1.7. Additional Information. The Issuer will provide such other
information as may be required to assure the exclusion from gross income of interest on the Note
for federal income taxation purposes.
Section 1.8. Non-Pumose Investments. Not more than 50% of the proceeds of
the Note aze being invested in investments not acquired to carry out the governmental purposes
of the issue at a guazanteed yield and having a term of 4 yeazs or more.
Section 1.9. IRS Information Reporting. The Issuer will make a timely filing of
the appropriate IRS Form 8038-G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
Section 2.1. Authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and various bond resolutions duly
adopted and amended by the Town Boazd on their respective dates (the "Resolutions"), as
referred to in the Certificate of Determination executed by the Supervisor on August 29, 2013.
(b) For purposes of this Article II the term "proceeds" means the net amount
(after payment of all costs and expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
Section 2.2. Puroose of Issue The Note is being issued to provide funds for
various purposes in and for the Town (the "Projects"), as further described in the Resolutions.
1293237.1 033923 CLD
2.3. Use of Proceeds. The proceeds of sale of the Note in the amount of $465,000
will be used, together with other available funds in the amount of $335,000, to redeem a prior
issue of bond anticipation notes in the principal amount of $800,000 (the "Prior Issue"),
heretofore issued to fmance the Project.
2.4. Ownership/Lease/Sale. The Project will be owned by the Issuer or another
state or local governmental unit and will not be leased to any person who is not a state or local
governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly or
indirectly in a trade or business cazried on by a person other than a state or local govenunental
unit ("Private Use"), will not exceed 10% of such proceeds in the event that more than 10% of
the principal or 10% of the interest due on the Note during the term thereof is, under the terms of
the Note or any underlying arrangement, directly or indirectly, secured by any interest in
property used or to be used for a Private Use or in payments in respect of property used or to be
used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect
of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the proceeds
of the Note will be used directly or indirectly in the trade or business of a person other than a
governmental unit that is unrelated or related and disproportionate to the governmental use of the
property being financed, including any private loan financing described in Section 2.5 which
meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds of the
Note aze allocable to an unrelated Private Use if such use is neither directly nor operationally
related to a governmental use and proceeds of the Note aze allocable to a disproportionate related
Private Use to the extent that the proceeds of the Note which are to be used to finance property
used by a nongovernmental person in a trade or business which is related to the governmental
use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are
to be used for the governmental use to which such Private Use relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private
Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Project by a person or persons who aze not State or local governments
on a basis different than the general public. Any management, or operations contract or
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below:
1293237.1033923 CLD
(a) for contracts which provide compensation for each annual period based on
a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the
contract, without penalty, at the end of any three yeaz period, and (iii) at least 50% of the
compensation paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after Mazch 15, 1993, which provide compensation based on a per unit
fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including
renewal options) not exceeding three years; (ii) the issuer may terminate such contract
(without penalty) at the end of the second yeaz of the term, and (iii) the amount of the per
unit fee is specified in the contract or otherwise limited by the qualified user or a third
P~'~
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after Mazch 15, 1993, which provide compensation based on a
percentage of fees chazged, (i) the contract has a term (including renewal options) not
exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the
end of the first year, and (iii) the service provider primarily provides services to third
parties or the contract involves a facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a
management contract or agreement for each person for whom the
service provider assumes the responsibility to provide all needed
services for a specified period, provided the quantity and type of
services actually provided vary substantially;
(ii) "periodic fixed fee" means a stated dollaz amount for services
rendered during a specified period of time (i.e. $XX per month)
which amount may automatically increase according to a specified,
objective, external standazd; and
(iii) "per unit fee" means a stated dollaz amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9. Pooled Loan Financines. To the extent the amount of proceeds of the Note
to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and
loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net proceeds
of the issue (as defined in Section 150 of the Code but without including proceeds used to
finance costs of issuance or capitalized interest) that aze to be used to make loans, will have been
used within 3 yeazs of the date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
1293237.1033923 CI,D
2.10. Output Facilities. No more than 5% of the proceeds of the Note are to be
used with respect to any output facility (other than a facility for the famishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitra¢e/Rebate Exemption
3.1. Temporary Period-Refundine. With respect to the proceeds of the Note
allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred
proceeds of this issue. Such transferred proceeds may be invested without restriction as
to yield until three yeazs after the date of original issuance of the Prior Issue. If any
transferred proceeds remain unexpended after three years after the date of original
issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the
yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to
yield.
3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement
imposed by Section 148 of the Code because at the time of original issuance of the first note or
notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note aze
issued:
(i) the Issuer was a governmental unit with general taxing powers;
(ii) the Prior Issue did not constitute a "private activity bond" as that term is
defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue was used for local governmental activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected that the aggregate face
amount of all tax-exempt bonds issued by the Issuer during the calendaz
yeaz in which the Prior Issue was issued would not exceed $5,000,000.
For purposes of such determination, no tax-exempt obligation was taken
into account if it was a current refunding obligation issued in the calendaz
yeaz in which the Prior Issue was being issued which does not exceed the
outstanding (redeemed) principal amount of the obligation to be refunded.
1293237.1033923 CLD
(b) The Note is not subject to the rebate requirement imposed by Section 148 of
the Code because all of the proceeds of such Note will be expended to pay the Prior Issue within
90 days of the date hereof and will, therefore, qualify for the six-month expenditure exception to
rebate.
3.3. No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.4. Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.5. Debt Service Fund. The taxes used to pay principal and interest on the Note,
whether or not deposited in a debt service fund, will be expended within 13 months of the date of
deposit in such fund, or the date of their accumulation, in the payment of debt service on the
Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding yeaz or one-twelfth of the debt service on the Note for the
immediately preceding yeaz.
3.6. Sinking Funds. Except for the debt service fund described herein the Issuer
has not created or established, and does not expect to create or establish, any sinking fund or
other similaz fund which the Issuer reasonably expects to use to pay principal or interest on the
Note.
ARTICLE IV
Bank Qualification
4.1. Desi ation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code. In making such designation it
has been detennined that:
(a) the Note cunently refunds the Prior Issue;
(b) the Prior Issue was designated as a "qualified tax-exempt obligation";
(c) the aggregate face amount of the Note does not exceed $10,000,000;
(d) the Prior Issue had a weighted average maturity of 3 yeazs or less;
(e) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolution, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
1293237.1033923 CLD
(fj not more than $10,000,000 of obligations issued by the Issuer during the
calendar yeaz in which the Prior Issue was issued were designated by the Issuer as "qualified tax-
exemptobligations."
ARTICLE V
Post-Issuance Compliance
5.1. Post-Issuance Compliance Procedures. The Town has established Written
Procedures concerning post-issuance tax compliance with applicable requirements of federal tax
law with respect to the Note, including specification of the official responsible for monitoring
compliance with such requirements, and such procedures aze set forth in Attachment A to this
Arbitrage and Use of Proceeds Certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold as of the
29th day of August, 2013.
(SEAL) ~
Supervisor
1293237.1033423 CLD
ATTACHMENT A
PROCEDURES FOR POST-ISSUANCE
COMPLIANCE WITH FEDERAL TAX LAW
Municipalities that borrow money on atax-exempt basis are now required to report to the
Internal Revenue Service whether they have established written procedures to comply with
applicable requirements of federal tax law for all issues of bonds, bond anticipation notes, tax
anticipation notes, revenue anticipation notes, financing leases, energy performance contract
financings, and any other instruments evidencing the borrowing of money (collectively the
"Obligations"). The procedures set forth herein will assist the Town of Southold, New York
(the "Town") in meeting the post-issuance requirements of federal tax law necessary to preserve
the tax-exempt status of interest ontax-exempt Obligations issued by the Town.
These procedures address Obligations such as serial bonds and bond anticipation notes
which are issued to finance physical facilities and equipment (the "Capital Obligations") and
Obligations such as tax anticipation notes, revenue anticipation notes, budget notes and
deficiency notes which are issued to finance cash-flow operating requirements (the "Cash-Flow
Obligations").
I. GENERAL PROCEDURES
A. Responsible Official. The Supervisor (herein referred to as the "Responsible
Official") will identify such officers and employee(s), who will be responsible for each of the
procedures listed below, and will notify such officers and employee(s) of the responsibilities, and
provide those persons with a copy of these procedures. Upon employee transitions, the
Responsible Official will advise the new personnel of their responsibilities under these
procedures and will ensure they understand the importance of these procedures. If employee
positions are restructured or eliminated, the Supervisor will reassign responsibilities as
necessary.
12932321033923 CLD
B. Issuance of Obli atg
ions.
1. Bond Counsel. The Town will retain a firm of nationally-recognized bond
counsel ("Bond Counsel") to deliver a legal opinion in connection with the issuance of all
Obligations. The Responsible Official will consult with Bond Counsel and other legal counsel
and advisors, as needed, following the issuance of Obligations to ensure that applicable post-
issuance requirements aze met, so that interest on each issue of Obligations will be excluded
from gross income for federal income tax purposes.
2. Documentation of Tax Requirements. The federal tax requirements relating to
each issue of Obligations will be set forth in a tax certificate (the "Tax Certificate") executed in
connection with each issue of Obligations, which will be included in the closing transcript for
each issue of Obligations. The Tax Certificate will contain certifications, representations,
expectations and factual statements relating to the restriction on use of the facilities financed
with Obligations by persons or entities other than the Town ("Private Use"), changes in use of
the facilities financed or refinanced with the proceeds of Obligations, restrictions applicable to
the investment of the proceeds of any Obligations and other moneys relating to the Obligations,
and azbitrage rebate requirements. The Responsible Official will review the Tax Certificate prior
to the date of issue of each issue of Obligations.
3. Information Reporting. In connection with each issue of tax-exempt
Obligations, the Town is required to file, or shall cause to be filed by Bond Counsel, an IRS
Form 8038-G (or, if applicable, IRS Form 8038-GC). Any such IRS Form filed with the IRS,
together with a proof of filing, will be included as part of the closing transcript for each issue of
Obligations, or kept in the records maintained by Bond Counsel related to the appropriate issue
of Obligations. The Responsible Official shall ascertain that such form has been filed in
connection with each issue of Obligations.
C. Record Retention.
1. General. Copies of all relevant documents and records sufficient to support
that the tax requirements relating to all Obligations have been satisfied, including the following
documents and records, shall be maintained by the Town:
1293237.1 033923 CLD
(a) Closing transcript;
(b) All records of investments, azbitrage reports, returns filed with the IRS
and underlying documents;
(c) Construction contracts, purchase orders, invoices and expenditure and
payment records;
(d) Documents relating to costs reimbursed with the proceeds of Capital
Obligations;
(e) All contracts and arrangements involving Private Use of the property
financed with Capital Obligations;
(f) All reports relating to the allocation of the proceeds of Obligations and
Private Use of property financed with Capital Obligations;
(g) Itemization of property financed with the proceeds of Capital Obligations;
and
(h) In connection with Cash-Flow Obligations, information regarding the
Town's revenue, expenditures and available balances sufficient to support the Town's
prospective and actual maximum cumulative cash-flow deficit calculations.
2. Duration of Record Retention. All of the foregoing documents and records
shall be retained for the term of the Obligations, plus six (6) yeazs.
D. Capital Obligations.
I. Timelv Expenditure of Proceeds of Capital Obligations. At the time of
issuance of Capital Obligations issued to fund original expenditures, the Town must reasonably
expect to spend at least 85% of all proceeds within three (3) yeazs of the date of issuance of the
Obligations. In addition, for Capital Obligations, the Town must have incurred or expect to incur
within six months after original issuance expenditures of not less than 5% of the amount of such
proceeds, and must expect to complete the project financed with Capital Obligations (the
"Project") and expend the proceeds of such Capital Obligations to pay Project costs with due
diligence. Satisfaction of these requirements allows the proceeds of Capital Obligations issued
1293237.1 033923 CLD
for the Project to be invested at an unrestricted yield for three (3) years. Failure to satisfy these
requirements could subject the Town to rebate of investment income, and other penalties. The
Responsible Official will monitor the appropriate capital project accounts to ensure that the
proceeds of Capital Obligations are spent within the time period(s) required under federal tax
law.
Capital Obligations issued to refinance outstanding Capital Obligations aze subject to
sepazate expenditure requirements, which shall be outlined in the Tax Certificate relating to such
Obligations. In connection with the issuance of any Capital Obligations issued to refinance
outstanding Capital Obligations, the Responsible Official will confirm that any rebate obligation
due with respect to the original issue and any subsequent refinancing thereof has been met.
2. Use of Proceeds of Capital Obli atg ions. In general, proceeds (including
investment income on original sale proceeds) of Capital Obligations, other than proceeds used to
pay costs of issuance, must be spent on capital expenditures. For this purpose, capital
expenditures generally mean costs to acquire, construct or improve property (land, buildings and
equipment). Capital Expenditures include design and planning costs related to the Project, and
include architectural, engineering, surveying, soil testing, environmental, and other similar costs
incurred in the process of acquiring, constructing, improving or adapting the property. Capital
Expenditures do not include operating expenses of the Project.
3. Use of Facilities Financed with Capital Obli atg ions. For the life of all Capital
Obligations, the Project must be owned and operated by the Town. At all times while Capital
Obligations issued for a Project aze outstanding, no more than 5% of the proceeds of such
Capital Obligations may used, directly or indirectly, in a trade or business carried on by a person
other than a state or local governmental unit ("Private Use"). Generally, Private Use consists of
any contract or other arrangement, including any lease, management contract (for example, a
contract relating to the operation of a Town recreational azea or concessions in a Town pazk,
water and sewer facilities or docks, if any), operating agreement and guazantee contract which
provides for use of the facilities financed with Capital Obligations by any person who is not a
state or local government on a basis different than the general public. The Project may be used
by any person or entity, including any person or entity carrying on any trade or business, if such
1293237.1 033923 CLD
use constitutes "General Public Use". General Public Use is any arrangement providing for use
that is available to the general public at either no change or on the basis of rates that are generally
applicable and uniformly applied.
4. Management or Operating A¢reements for Facilities Financed with Capital
Obligations. Any management, operating or service contracts whereby anon-exempt entity is
using facilities financed or refinanced with the proceeds of Capital Obligations must relate to
portions of the Project that fit within the above-mentioned 5% allowable Private Use, or the
contracts must meet the IRS safe hazbor for management contracts (Rev. Proc. 97-13). Any
renewals of or changes to such contracts must be reviewed by Bond Counsel. The Responsible
Official shall contact Bond Counsel if there may be a lease, sale, disposition or other change in
use of facilities financed or refinanced with the proceeds of Capital Obligations.
E. Cash-Flow Obligations.
1. Proper Sizing of Cash-Flow Obli atg ions.
(a) If the Town does not qualify for the small issuer exemption from rebate, at the
time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an
actual cumulative cash-flow deficit during the six-month period following the issue date of the
Cash-Flow Obligations. The deficit must be at least 90% of the issue price of the Cash-Flow
Obligations.
(b) If the Town does qualify for the small issuer exemption from rebate, at the
time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an
actual cumulative cash-flow deficit during the twelve-month period following the issue date of
the Cash-Flow Obligations. The deficit must be at least 100% of the issue price of the Cash-
Flow Obligations (which may include taking into account the Town's "reasonably required
working capital reserve").
(c) The Responsible Official will determine the appropriate amount of Cash-Flow
Obligations to issue.
129323'7.1 033923 CLD
(d) In any yeaz in which the Town does not qualify for the small issuer exemption
from rebate, the Responsible Official shall determine whether or not the Town has met its
requisite cumulative cash-flow deficit requirement within six months following the date of
issuance of the Cash-Flow Obligations, and shall, to the extent necessary, obtain assistance from
the Arbitrage Rebate Consultant, referred to below.
F. Investment Restrictions• Arbitrage Yield Calculation; Rebate.
1. Investment Restrictions. Investment restrictions relating to the proceeds of
Obligations and other moneys relating to the Obligations are set forth in the Tax Certificate. The
Responsible Official will monitor the investment of the proceeds of Obligations to ensure
compliance with yield restriction rules.
2. Arbitrage Yield Calculation. Investment earnings on the proceeds of
Obligations shall be tracked and monitored to comply with applicable yield restrictions andlor
rebate requirements. The Town is responsible for calculating (or causing the calculation of)
rebate liability for each issue of Obligations, and for making any required rebate payments. Any
funds of the Town set aside or otherwise pledged or earmarked to pay debt service on the
Obligations should be analyzed to assure compliance with the tax law rules on arbitrage, invested
sinking funds and pledged funds (including gifts or donations linked to facilities financed with
Capital Obligations). The Responsible Official will consult with Bond Counsel to confirm that
all relevant arbitrage yield requirements are met.
3. Rebate. On or before the date of any required rebate payment (see below), the
Town will retain a nationally recognized azbitrage rebate consultant (the "Arbitrage Rebate
Consultant") to perform rebate calculations that may be required to be made from time to time
with respect to any issue of Obligations. The Responsible Official shall be responsible for
providing the Arbitrage Rebate Consultant with requested documents and information on a
prompt basis, reviewing applicable rebate reports and other calculations and generally interacting
with the Arbitrage Rebate Consultant to ensure the timely prepazation of rebate reports and
payment of any rebate.
1293237.1033923 CLD
The reports and calculations provided by the Arbitrage Rebate Consultant will assure
compliance with rebate requirements, which require the Town to make rebate payments, if any,
no later than the fifth anniversary date and each fifth anniversary date thereafter through the final
maturity or redemption date of a Capital Obligation. A final rebate payment, if due, must be
made within sixty (60) days of the final maturity or redemption date of all Obligations.
Rebate spending exceptions for Capital Obligations aze available for periods of 6 months,
18 months and 2 yeazs. The Responsible Official will confer and consult with the Arbitrage
Rebate Consultant to determine whether any rebate spending exception may be met.
In the case of Cash-Flow Obligations, within 60 days of the maturity date of such Cash-
Flow Obligations, if there is concern as to whether the Town has met its requisite maximum
cumulative cash-flow deficit, the Arbitrage Rebate Consultant shall be promptly consulted to
determine whether either the six-month spending exception or the statutory safe hazbor exception
to the rebate rules was met (in which case no rebate would be owed) or whether the investment
income derived from the proceeds of the Cash-Flow Obligations is subject, in whole or in part, to
rebate.
Copies of all arbitrage rebate reports, related return filings with the IRS (i.e., IRS Form
8038-T), copies of cancelled checks with respect to any rebate payments and information
statements must be retained as described above. The Responsible Official will follow the
procedures set forth in the Tax Certificate relating to compliance with the rebate requirements
with respect to any Obligations.
II. ADDITIONAL PROCEDURES.
A. Periodic Monitorine. The Responsible Official will conduct periodic reviews of
compliance with the foregoing procedures to determine whether any violations have occurred so
that such violations can be remedied through the "remedial action" regulations (Treas. Reg.
Section 1.141-12) or the Voluntary Closing Agreement Program (VCAP) described in IRS
Notice 2008-31 (or successor guidance). If any changes to the terms or provisions of any
Obligations aze contemplated, the Responsible Official will consult with Bond Counsel, because
1293239.1 033923 CLD
such modifications could jeopazdize the tax-exempt status of interest on the Obligations after
they aze modified.
B. Use of Facilities. The Responsible Official will maintain records
identifying any Private Use of the facilities or portion of facilities that aze financed or
refinanced with proceeds of Capital Obligations. Such records may be kept in any combination
of paper or electronic form. In the event the use of the facilities financed or refinanced with the
proceeds of Capital Obligations differs from the representations or factual statements in the Tax
Certificate, the Responsible Official will promptly contact and consult with Bond Counsel to
ensure that there is no adverse effect on the tax-exempt status of the Capital Obligations and,
where appropriate, will remedy any violations through the "remedial action" regulations (Treas.
Reg. Section 1.141-12), the Voluntary Closing Agreement Program (VCAP) described in IRS
Notice 2008-31 (or successor guidance), or as otherwise prescribed by Bond Counsel.
1293237.1033923 CLD
3~®'~ RESOLUTION 2010-390
~'*'®±~~J ADOPTED DOC ID: 5936
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2010-390 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
MAY 18, 2010:
WHEREAS, the Town Board of the Town of Southold (herein called the "Town Board" and the
"Town", respectively), in the County of Suffolk, New York, on behalf of the Southold
Wastewater Disposal District, in the Town (herein called the "District"), has requested certain
engineers duly licensed by the State of New York (herein called the "Engineer"), to prepare a
map, plan and report for the improvement of facilities of the District, consisting of the removal
of all existing buildings, equipment, fencing, pavement, walkways, piping and other site features
relating to the existing Scavenger Waste Facility located on land leased from the Village of
Greenport, in connection with the decommissioning of said Scavenger Waste Facility at the
estimated maximum cost of $700,000, pursuant to Section 202-b of the Town Law; and
Now, therefore, be it
RESOLVED that a meeting of the Town Board of the Town of Southold be held at the Town
Hall, 53095 Main Road, Southold, New York, on the 15'" day of June, 2010 at 7:40 p.m. to
consider said improvement of facilities of the District and to hear all persons interested in the
subject [hereof concerning the same and for such other action on the part of the Town Board with
relation thereto as may be required by law; and be it,
FURTHER ORDERED, that the Town Clerk publish at least once in the "The Suffolk Times, "
hereby designated as the official newspaper of the Town for such publication, and post on the
sign board of the Town maintained pursuant to subdivision 6 of Section 30 of the Town Law, a
Notice of such public hearing in substantially the form appearing in Exhibit A, certified by said
Town Clerk, the first publication thereof and said posting to be not less than ten (10) nor more
than twenty (20) days before the date of such public hearing.
~Q
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: William Ruland, Councilman
SECONDER: Vincent Orlando, Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
o~~Of SO~jyol
ELIZABETH A. NEVILLE, RMC, CMC h O Town Hall, 53095 Main Road
TOWN CLERK l~t P.O. Box 1179
REGISTRAR OF VITAL STATISTICS ~c Southold, New York 11971
MARRIAGE OFFICER ~ • ~O Fax (631) 765-6145
RECORDS MANAGEMENT OFFICER l Telephone (631) 765-1500
FREEDOM OF INFORMATION OFFICER yC0~1Y I southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
August 23, 2010
Town of Southold, New York
Southold Town Wastewater Disposal District Improvements
(Our File Designation: 2615/342961
Mr Robert P Smith
Hawkins, Delafield & Wood, LLC
One Chase Manhattan Plaza
New York, NY 10005
Dear Mr Smith:
Enclose herewith (i) the Extract of Minutes showing the Public Hearing held on June 15,
2010, (ii) the Resolution and Order After Public Hearing adopted on June 15, 2010, (iii) the Bond
Resolution adopted on June 15, 2010, (iv) summary form of the Bond Resolution with the
prescribed form of Clerk's notice that was published and (v) the Public Hearing, with the Clerk's
Certificate attached, that was recorded in the office of the County Clerk.
Very truly yours,
~m~
Lynda M Rudder
Deputy Town Clerk
Enclosures
EXTRACT OF MINUTES ~ ,
Meeting of the Town Boazd of the °
Town of Southold, in the County of Suffolk, New York c
c.
June 15, 2010
A regular meeting of the Town Board of the Town of Southold, in the Coutify of
Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold, New York, on
June 15, 2010.
There were present: Hon. Scott A. Russell, Supervisor; and
Board Members: Louisa P. Evans
Albert J. Krupski, Jr.
William P. Ruland
Vincent M. Orlando
Christopher M. Talbot
There were absent: None
Also present: Elizabeth A. Neville, Town Clerk
The Supervisor stated that a public hearing had been called for this meeting at the
Town Hall, 53095 Main Road, Southold, New York, at 7:40 o'clock P.M. (Prevailing Time) to
consider the improvement of facilities of the Southold Town Wastewater Disposal District,
consisting of the removal of all existing buildings, equipment, fencing, pavement, walkways,
piping and other site features relating to the existing Scavenger Waste Facility located on land
leased from the Village of Greenport, in connection with the decommissioning of said Scavenger
Waste Facility, and to hear all persons interested in the subject thereof concerning the same and
for such other action on the part of the Town Boazd with relation thereto as may be required by
law. The Town Clerk presented affidavits showing that the Notice of said public hearing had
been duly published and posted pursuant to the provisions of Article 12 of the Town Law.
The Supervisor stated that the hearing in the said matter was now open and asked
if there were any interested persons present who desired to be heard. The following persons
appeared in favor of such improvement of facilities of said District:
None
The following persons appeazed in opposition to such improvement of facilities:
None
The Supervisor inquired as to whether there were any other persons present who
wished to be heard. No one appeazed, whereupon the Supervisor declared the public hearing
closed.
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract
from the minutes of a meeting of the Town Board of said Town of Southold duly called and held
on June 15, 2010, has been compared by me with the original minutes as officially recorded in
my office in the Minute Book of said Town Board and is a true, complete and correct copy
thereof and of the whole of said original minutes so far as the same relate to the subject matters
referred to in said extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed. the
corporate seal of said Town of Southold this
day of June, 2010.
(SEAL) ~ • `
Town Clerk
At a regular meeting of the Town
Board of the Town of Southold, in
the County of Suffolk, New York,
held at the Town Hall, 53095 Main
Road, Southold, New York, on the
15th day of June, 2010.
PRESENT:
Hon. Scott A. Russell, Supervisor
Louisa P. Evans, Justice
Albert J. Krtxpski, Jr., Councilman
William P. Ruland, Councilman
Vincent M. Orlando, Councilman
Christopher M. Talbot, Councilman
In the Matter
of the
Improvement of Facilities of the Southold Town
Wastewater Disposal District, in the Town of Southold,
in the County of Suffolk, New York, pursuant to
Section 202-b of the Town Law
Offered by: Justice Louisa P. Evans
Seconded by: Councilman Christopher M. Talbot
RESOLUTION AND
ORDER AFTER PUBLIC
HEARING
WHEREAS, the Town Board of the Town of Southold (herein called the
"Town"), in the County of Suffolk, New York, on behalf of the Southold Town Wastewater
Disposal District (herein called the "District"), in the Town, has requested certain engineers duly
licensed by the State of New York (herein called the "Engineer"), to prepare a map, plan and
report for the improvement of facilities of the District, consisting of the removal of all existing
buildings, equipment, fencing, pavement, walkways, piping and other site features relating to the
existing Scavenger Waste Facility located on land leased from the Village of Greenport, in
connection with the decommissioning of said Scavenger Waste Facility at the estimated
maximum cost of $700,000; and
WHEREAS, the Town Board adopted a resolution describing in general terms the
proposed improvement of facilities, specifying the estimated cost thereof, and stating the Town
Board would meet to hear all persons interested in said improvement of facilities on June 15,
2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road, Southold,
New York; and
WHEREAS, a Notice of such public hearing was duly published and posted
pursuant to the provisions of Article 12 of the Town Law; and
WHEREAS, such public hearing was duly held by the Town Board on this 15th
day of June, 2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road,
Southold, New York, with considerable discussion on the matter having been had and all persons
desiring to be heard having been heard, including those in favor of and those in opposition to
said improvement of such facilities;
Now, therefore, on the basis of the information given at such hearing, it is hereby
DETERMINED, that it is in the public interest to improve the facilities of the
District as hereinabove described, at the estimated maximum cost of $700,000; and it is hereby
ORDERED, that the facilities of the District shall be so improved and that the
District, with the assistance of the Town Attorney, shall prepare a proposed contract for such
improvement of facilities of the District, which proposed contract shall be presented to the Town
Board as soon as possible; and it is hereby
FURTHER ORDERED, that the cost of said improvement of facilities shall be
financed by the issuance of $700,000 bonds of the Town, and such cost, including payment of
principal of and interest on said bonds, shall be paid by the assessment, levy and collection of
assessments upon the several lots and parcels of land within the District which the Town Board
shall determine and specify to be especially benefited by such improvement, so much upon and
from each as shall be in just proportion to the amount of benefit which the improvement shall
confer upon the same; and it is hereby
FURTHER ORDERED, that the Town Clerk record, or cause to be recorded, a
certified copy of this Resolution and Order After Public Hearing in the office of the Clerk of
Suffolk County within ten (10) days after adoption thereof.
DATED: June 15, 2010
(SEAL) TOWN BOARD OF THE TOWN OF SOUTHOLD
The adoption of the foregoing Resolution and Order was duly put to a vote on roll
call, which resulted as follows:
Supervisor Scott A. Russell voting Aye
Justice Louisa P. Evans voting Aye
Councilman Albert J. Krupski, Jr voting Aye
Councilwoman William P. Ruland voting Aye
Councilman Vincent M. Orlando voting Ave
Councilman Christopher M. Talbot voting Ave
The Resolution and Order were declared adopted.
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract
from the minutes of a meeting of the Town Board of said Town of Southold duly called and held
on June 15, 2010, has been compared by me with the original minutes as officially recorded in
my office in the Minute Book of said Town Board and is a true, complete and correct copy
thereof and of the whole of said original minutes so far as the same relate to the subject matters
referred to in said extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town of Southold this
~.5~ day of June, 2010.
(SEAL) Town Clerk
RESOLUTION 2010-452
+°+a.;°'~ ADOPTED DOC ID: 5975
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2010-452 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
NNE 15, 2010:
RESOLUTION AND
ORDER AFTER PUBLIC
HEARING
WHEREAS, the Town Board of the Town of Southold (herein called the
"Town"), in the County of Suffolk, New York, on behalf of the Southold Town Wastewater
Disposal District (herein called the "District"), in the Town, has requested certain engineers duly
licensed by the State of New York (herein called the "Engineer"), to prepare a map, plan and
report for the improvement of facilities of the District, consisting of the removal of all existing
buildings, equipment, fencing, pavement, walkways, piping and other site features relating to the
existing Scavenger Waste Facility located on land leased from the Village of Greenport, in
connection with the decommissioning of said Scavenger Waste Facility at the estimated
maximum cost of $700,000; and
WHEREAS, the Town Board adopted a resolution describing in general terms the
proposed improvement of facilities, specifying the estimated cost thereof, and stating the Town
Board would meet to hear all persons interested in said improvement of facilities on June 15,
2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road, Southold,
New York; and
WHEREAS, a Notice of such public hearing was duly published and posted
pursuant to the provisions of Article 12 of the Town Law; and
WHEREAS, such public hearing was duly held by the Town Board on this 15th
day of June, 2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road,
Southold, New York, with considerable discussion on the matter having been had and all persons
desiring to be heard having been heard, including those in favor of and those in opposition to
said improvement of such facilities;
Now, therefore, on the basis of the information given at such hearing, it is hereby
DETERMINED, that it is in the public interest to improve the facilities of the
District ~s hereinabove described, at the estimated maximum cost of $700,000; and it is hereby
ORDERED, that the facilities of the District shall be so improved and that the
District, with the assistance of the Town Attorney, shall prepare a proposed contract for such
improvement of facilities of the District, which proposed contract shall be presented to the Town
Board as soon as possible; and it is hereby
Resolution 2010-452 ~ Board Meeting of June 15, 2010
FURTHER ORDERED, that the cost of said improvement of facilities shall be
financed by the issuance of $700,000 bonds of the Town, and such cost, including payment of
principal of and interest on said bonds, shall be paid by the assessment, levy and collection of
assessments upon the several lots and parcels of land within the District which the Town Board
shall determine and specify to be especially benefited by such improvement, so much upon and
from each as shall be in just proportion to the amount of benefit which the improvement shall
confer upon the same; and it is hereby
FURTHER ORDERED, that the Town Clerk record, or cause to be recorded, a
certified copy of this Resolution and Order After Public Hearing in the office of the Clerk of
Suffolk County within ten (10) days after adoption thereof.
F~4.~
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS)
MOVER: Louisa P. Evans, Justice
SECONDER: Christopher Talbot, Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
Updated: 6/11/2010 9:21 AM by Lynda Rudder Page 2
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW ~ -
YORK, ADOPTED JUNE 15, 2010, APPROPRIATING $700,000
FOR THE IMPROVEMENT OF FACILITIES OF THE ~ _ _
SOUTHOLD TOWN WASTEWATER DISPOSAL DISTRICT,
AND AUTHORIZING THE ISSUANCE OF $700,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID
APPROPRIATION
Offered by: Justice Louisa P. Evans
Recital
WHEREAS, after a public hearing duly called and held, the Town Board of the
Town of Southold (herein called the "Town"), in the County of Suffolk, New York determined
that it is in the public interest to improve the facilities of the Southold Town Wastewater
Disposal District (referred to herein as the "District"), and ordered that such facilities be so
improved;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK (by the favorable vote of not less than two-thirds
of all the members of said Board) AS FOLLOWS:
Section 1. The Town hereby appropriates the amount of $700,000 for the
improvement of facilities of the District, consisting of the removal of all existing buildings,
equipment, fencing, pavement, walkways, piping and other site features relating to the existing
Scavenger Waste Facility located on land leased from the Village of Greenport, in connection
with the decommissioning of said Scavenger Waste Facility. The estimated maximum cost
thereof, including preliminary costs and costs incidental thereto and the financing thereof, is
$'700,000. The plan of financing includes the issuance of $700,000 serial bonds of the Town to
finance said appropriation, and the assessment, levy and collection of assessments upon the
several lots and parcels of land within the District which the Town Board shall determine and
specify to be especially benefited by such improvement, so much upon and from each as shall be
in just proportion to the amount of benefit which the improvement shall confer upon the same.
Section 2. Bonds of the Town are hereby authorized to be issued in the principal
amount of $700,000 pursuant to the provisions of the Local Finance Law, constituting Chapter
33-a of the Consolidated Laws of the State of New York (herein called the "Law"), to finance
said appropriation.
Section 3. The following additional matters are hereby determined and stated:
(a) The period of probable usefulness of the object or purpose for which said
bonds are authorized to be issued, within the limitations of Section 11.00 a. 4 of the Law, is forty
(40) years.
(b) The proceeds of the bonds herein authorized and any bond anticipation notes
issued in anticipation of said bonds maybe applied to reimburse the Town for expenditures made
after the effective date of this resolution. The foregoing statement of intent with respect to
reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United
States Treasury Deparhnent.
(c) The proposed maturity of the serial bonds authorized by this resolution will
not exceed five (5) years.
Section 4. Each of the bonds authorized by this resolution and any bond
anticipation notes issued in anticipation of said bonds shall contain the recital of validity
prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation said
bonds shall be general obligations of the Town, payable as to both principal and interest by a
general tax upon all the taxable real property within the Town without limitation as to rate or
amount. The faith and credit of the Town are hereby irrevocably pledged to the punctual
-payment of the principal of and interest on said bonds and any notes issued in anticipation of the
sale of said bonds, and provision shall be made annually in the budget of the Town by
appropriation for (a) the amortization and redemption of the bonds and any notes issued in
anticipation thereof to mature in such year and {b) the payment of interest to be due and payable
in such year.
Section 5. Subject to the provisions of this resolution and of the Law and
pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds
with substantially level or declining annual debt service, Section 30.00 relative to the
authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to
60.00 and 168.00 of the Law, the powers and. duties of the Town Board relative to authorizing
bond anticipation notes and prescribing the terms, form and contents and as to the sale and
issuance of the bonds herein authorized, and the renewals of said bond anticipation notes, and
relative to executing contracts for credit enhancements and providing for substantially level or
declining annual debt service, aze hereby delegated to the Supervisor, the chief fiscal officer of
the Town.
Section 6. The validity of the bonds authorized by this resolution, and of any
notes issued in anticipation of said bonds, maybe contested only if;
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
publication of such resolution, or a summary thereof, are not substantially
complied with, and
an action, suit or proceeding contesting such validity is commenced within twenty days after the
date of such publication, or
(c) such obligations are authorized in violation of the provisions of the
constitution.
Section 7. This resolution shall take effect immediately and the Town Clerk is
hereby authorized and directed to publish the foregoing bond resolution, in summary, in "The
Suffolk Times, " a newspaper having a general circulation in said Town, which newspaper is
hereby designated as the official newspaper of the Town for such publication, together with the
Town Clerk's statutory notice in the form prescribed by Section 81.00 of the Local Finance Law
of the State of New York.
The adoption of the foregoing Resolution was seconded by Councilman
William P. Ruland and duly put to a vote on roll call, which resulted as follows:
AYES: Supervisor Scott A. Russell, Justice Louisa P. Evans,
Councilman Albert J. Krupski, Jr., Councilman William P. Ruland,
Councilman Vincent M. Orlando, Councilman Christopher M. Talbor
NOES: None
The resolution was declared adopted.
r
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract
from the minutes of a meeting of the Town Board of said Town, duly called and held on June 15,
2010 has been compared by me with the original minutes as officially recorded in my office in
the Minute Book of said Town Board and is a true, complete and correct copy thereof and of the
whole of said original minutes so far as the same relate to the subject matters referred to in said
extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 15th day of June,
2010.
(~~D.~~-off. ~~P~
(SEAL) r own Clerk
(NOTICE AND SUMMARY OF BOND RESOLUTION FOR PUBLICATION)
NOTICE
The resolution, a summary of which is published herewith, has been adopted on the 15th day of
June, 2010, and the validity of the obligations authorized by such resolution may be hereafter
contested only if such obligations were authorized for an object or purpose for which the Town
of Southold, in the County of Suffolk, New York is not authorized to expend money or if the
provisions of law which should have been complied with as of the date of publication of this
notice were not substantially complied with, and an action, suit or proceeding contesting such
validity is commenced within twenty days after the publication of this notice, or such obligations
were authorized in violation of the provisions of the constitution.
BY ORDER OF THE TOWN BOARD
OF THE TOWN OF SOUTHOLD
Dated: June 15, 2010
Southold, New York
Elizabeth A. Neville
Town Clerk
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JUNE 15, 2010, APPROPRIATING $700,000
FOR THE IMPROVEMENT OF FACILITIES OF THE
SOUTHOLD TOWN WASTEWATER DISPOSAL DISTRICT,
AND AUTHORIZING THE ISSUANCE OF $700,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION
The object or purpose for which the bonds are authorized is the improvement of facilities of the
Southold Town Wastewater Disposal District, consisting of the removal of all existing buildings,
equipment, fencing, pavement, walkways, piping and other site features relating to the existing
Scavenger Waste Facility located on land leased from the Village of Greenport, in connection
with the decommissioning of said Scavenger Waste Facility, at the estimated maximum cost of
$700,000.
The amount of obligations to be issued is $700,000.
The period of probable usefulness is forty (40) years.
A complete copy of the Bond Resolution summarized above shall be available for public
inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main
Road, Southold, New York.
This Bond Resolution was adopted on June 15, 2010.
RESOLUTION 2010-453
y""4s ADOPTED DOC ID: 5976
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2010-453 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JUNE 15, 2010:
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JUNE 15, 2010, APPROPRIATING $700,000
FOR THE IMPROVEMENT OF FACILITIES OF THE
SOUTHOLD TOWN WASTEWATER DISPOSAL DISTRICT,
AND AUTHORIZING THE ISSUANCE OF $700,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID
APPROPRIATION
Recital
WHEREAS, after a public hearing duly called and held, the Town Board of the
Town of Southold (herein called the "Town"), in the County of Suffolk, New York determined
that it is in the public interest to improve the facilities of the Southold Town Wastewater
Disposal District (referred to herein as the "District"), and ordered that such facilities be so
improved;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK (by the favorable vote of not less than two-thirds
of all the members of said Board) AS FOLLOWS:
Section 1. The Town hereby appropriates the amount of $700,000 for the
improvement of facilities of the District, consisting of the removal of all existing buildings,
equipment, fencing, pavement, walkways, piping and other site features relating to the existing
Scavenger Waste Facility located on land leased from the Village of Greenport, in connection
with the decommissioning of said Scavenger Waste Facility. The estimated maximum cost
thereof, including preliminary costs and costs incidental thereto and the financing thereof, is
$700,000. The plan of financing includes the issuance of $700,000 serial bonds of the Town to
finance said appropriation, and the assessment, levy and collection of assessments upon the
several lots and parcels of land within the District which the Town Board shall determine and
specify to be especially benefited by such improvement, so much upon and from each as shall be
in just proportion to the amount of benefit which the improvement shall confer upon the same.
Section 2. Bonds of the Town are hereby authorized to be issued in the principal
amount of $700,000 pursuant to the provisions of the Local Finance Law, constituting Chapter
33-a of the Consolidated Laws of the State of New York (herein called the "Law"), to finance
said appropriation.
Resolution 2010-453 • Bo• Meeting of June 15, 2010
Section 3. The following additional matters are hereby determined and stated:
(a) The period of probable usefulness of the object or purpose for which said
bonds are authorized to be issued, within the limitations of Section 11.00 a. 4 of the Law, is forty
(40) years.
(b) The proceeds of the bonds herein authorized and any bond anticipation notes
issued in anticipation of said bonds maybe applied to reimburse the Town for expenditures made
after the effective date of this resolution. The foregoing statement of intent with respect to
reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United
States Treasury Department.
(c) The proposed maturity of the serial bonds authorized by this resolution will
not exceed five (5) years.
Section 4. Each of the bonds authorized by this resolution and any bond
anticipation notes issued in anticipation of said bonds shall contain the recital of validity
prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation said
bonds shall be general obligations of the Town, payable as to both principal and interest by a
general tax upon all the taxable real property within the Town without limitation as to rate or
amount. The faith and credit of the Town are hereby irrevocably pledged to the punctual
payment of the principal of and interest on said bonds and any notes issued in anticipation of the
sale of said bonds, and provision shall be made annually in the budget of the Town by
appropriation for (a) the amortization and redemption of the bonds and any notes issued in
anticipation thereof to mature in such year and (b) the payment of interest to be due and payable
in such year.
Section 5. Subject to the provisions of this resolution and of the Law and
pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds
with substantially level or declining annual debt service, Section 30.00 relative to the
authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to
60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing
bond anticipation notes and prescribing the terms, form and contents and as to the sale and
issuance of the bonds herein authorized, and the renewals of said bond anticipation notes, and
relative to executing contracts for credit enhancements and providing for substantially level or
declining annual debt service, are hereby delegated to the Supervisor, the chief fiscal officer of
the Town.
Section 6, The validity of the bonds authorized by this resolution, and of any
notes issued in anticipation of said bonds, maybe contested only if:
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
Updated: 6/11/2010 9:22 AM by Lynda Rudder Page 2
Resolution 2010-453 • Bo•Meeting of June 15, 2010
publication of such resolution, or a summary thereof, are not substantially
complied with, and an action, suit or proceeding contesting such validity is
commenced within twenty days after the date of such publication, or
(c) such obligations are authorized in violation of the provisions of the
constitution.
Section 7. This resolution shall take effect immediately and the Town Clerk is
hereby authorized and directed to publish the foregoing bond resolution, in summary, in "The
Suffolk Times, " a newspaper having a general circulation in said Town, which newspaper is
hereby designated as the official newspaper of the Town for such publication, together with the
Town Clerk's statutory notice in the form prescribed by Section 81.00 of the Local Finance Law
of the State of New York.
~L?, rte'
r
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER: William Ruland, Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
Updated: 6/11/2010 9:22 AM by Lynda Rudder Page 3
i •
STATE OF NEW YORK )
SS:
COUNTY OF SUFFOLK)
ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being
duly sworn, says that on the 16`h day of June , 2010, she affixed a notice of which
the annexed printed notice is a true copy, in a proper and substantial manner, in a most
public place in the Town of Southold, Suffolk County, New York, to wit: Town Clerk's
Bulletin Board, 53095 Main Road, Southold, New York.
Summary of Wastewater Disposal District
izabeth A. Neville
outhold Town Clerk
Sworn before me this
16th day of June , ] 0.
Notary Public
LYNDq ryt,
NOTARY PUBLIC, State of New York
No.01$~6020932
TeOrm Expires Mar~h 8, 20
r t
• •
SOUTHOLD TOWN BOARD
PUBLIC HEARING
June 15, 2010
7:40 PM
Present: Supervisor Scott Russell
Justice Louisa Evans
Councilman Albert Krupski, Jr
Councilman William Ruland
Councilman Vincent Orlando
Councilman Christopher Talbot
Town Clerk Elizabeth Neville
Town Attorney Martin Finnegan
This heazing was opened at 8:55 PM
COUNCILMAN TALBOT: NOTICE IS HEREBY GIVEN that the Town Boazd of the
Town of Southold, in the County of Suffolk, State of New York, will meet at the Town
Hall, 53095 Main Road, Southold, New York, on Tuesday, June 15, 2010, at 7:40 P.M.
(Prevailing Time), for the purpose of conducting a public hearing in relation to the
imarovement of facilities of the Southold Wastewater Disaosal District, consisting of
the removal of all existing buildings, equipment, fencing, pavement, walkways, piping
and other site features relating to the existing Scavenger Waste Facility located on land
leased from the Village of Greenport, in connection with the decommissioning of said
Scavenger Waste Facility, at an estimated maximum cost of $700,000. At said public
hearing, the Town Boazd will hear all persons interested in said subject matter thereof.
The Town Clerk's file contains the required affidavits showing that the notice of said
public heazing has been duly published and posted pursuant to Article 12 of the town law.
The hearing on this matter is now open. If there are any interested persons present who
would like to be heazd on the Town Board's appropriation of $700,000 to decommission
the scavenger waste facility in Greenport and the issuance of serial bonds of the town to
finance said appropriation, please come forward now.
SUPERVISOR RUSSELL: This is something that, you know, the last thing this town
needs is more debt service but we have no choice. This is an obligation, when the
scavenger waste treatment facility was built on Village property by the Town some yeazs
ago, this is an obligation that was entered into by our predecessors and this is an
obligation that we have to honor and that would be the decommissioning and the removal
of the scavenger waste treatment facility from the property known as Moore's Woods.
Would anybody like to comment?
r ~
Southold Wastewater I~osal District Improvements • 2
June 14, 2010
JUSTICE EVANS: This is done though, through the Town budget not to the rate payers
of scavenger waste? Is that correct?
SUPERVISOR RUSSELL: This is a general allocation, yes. I believe this would be,
have to extend it in the scavenger waste facility line. We have a tax line, scavenger
waste. That would be a special district.
JUSTICE EVANS: So it is paid for through the special district?
SUPERVISOR RUSSELL: It is a levy on, yes, you aze going to budget it in the
scavenger waste treatment line that you will see on the tax bill but it is going to be levied
against all residents but for the Village residents and Fishers Island.
COUNCILMAN KRUPSKI: This is one case where I hate to leave out Fishers Island.
SUPERVISOR RUSSELL: Yes, I know. Can I get a motion to close this?
This hearing was closed at 8:57 PM
: * t ?
~~~~a~r~
Eli eth A. Neville
Southold Town Clerk
9796
STATE OF NEW YORK)
SS:
COUNTY OF SUFFOLK)
Karen Kine of Mattituck, in said county, being duly sworn, says that she is
Principal Clerk of THE SUFFOLK TIMES, a weekly newspaper, published at
Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that
the Notice of which the annexed is a printed copy, has been regularly published in
said Newspaper once each week for 1 week(s), successively, commencing on the
3`d day of June, 2010.
~
Principal Clerk
• Sworn to before me this "f day of ~ .2010.
L ; •~•s~l
IEGAL N077CB ~'.Hr,••..
NOII(.'E OR /UNAC 1dAt~1G ~ ' YORK
riWnQ ¦ 1~'WY GNEN NOTARY - .c ;
.t
that Me Towd Botitd oC the Tawn of p ~ - ~ •`dY
Southold,in the County of Sufiolk,State Aug 'e B, 2012
of New Yolk, will meet at the Town HaO, v
53095 Min Road, Southold, New York. (!ly Com;r..: ' -
on 7Yesdky. Jmse. h5,~20Jg, et 9e/0 pm.
1/a~'~Y time);, for the purpose of
a public hearing iu nlsYop
N.YIa 4wvemut~d tsrDMka st qa
smosuag d is ~ a . ~f
• bwiifip,ettipaeM,fkrasiatg,pvOmeet,
r~~eidsY'y /s~wyrwit~e
FadlNy located oe Isod kasW froe IYe
Yr1Yge of Oreeaport, iu cuuseclian with
the deoommieaioning of said Scavenger
Waste Factlity, a[ an estimated maximum
cost of 5700,000.
A[ said public hearing, the Towu
Board will hear all persons interested iu
etid wbject matter thereof
Dated: May78, 2010
Southold, New York
BY ORDER OF
THE TOWNBOARD
OF THE TOWN OF SOUTHOLD,
COUNTY OF3UfFOLK.
STATE OF NEW YORK
Elizabeth A. Neville, Town Clerk
996-1T N3
LEGAL NOTICE •
The resolution, a summary of which is published herewith, has been adopted on the 15th
day of June, 2010, and the validity of the obligations authorized by such resolution may
be hereafter contested only if such obligations were authorized for an object or purpose
for which the Town of Southold, in the County of Suffolk, New York is not authorized to
expend money or if the provisions of law which should have been complied with as of the
date of publication of this notice were not substantially complied with, and an action, suit
or proceeding contesting such validity is commenced within twenty days after the
publication of this notice, or such obligations were authorized in violation of the
provisions of the constitution.
BY ORDER OF THE TOWN BOARD
OF THE TOWN OF SOUTHOLD
Dated: June I5, 2010
Southold, New York
Elizabeth A. Neville
Town Clerk
BOND RESOLUTION OF THE TOWN OF SOUTHOLD,
NEW YORK, ADOPTED JUNE 15, 2010,
APPROPRIATING $700,000 FOR THE IMPROVEMENT
OF FACILITIES OF THE SOUTHOLD TOWN
WASTEWATER DISPOSAL DISTRICT, AND
AUTHORIZING THE ISSUANCE OF $700,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID
APPROPRIATION
The object or purpose for which the bonds are authorized is the improvement of facilities
of the Southold Town Wastewater Disposal District, consisting of the removal of all
existing buildings, equipment, fencing, pavement, walkways, piping and other site
features relating to the existing Scavenger Waste Facility located on land leased from the
Village of Greenport, in connection with the decommissioning of said Scavenger Waste
Facility, at the estimated maximum cost of $700,000.
The amount of obligations to be issued is $700,000.
The period of probable usefulness is forty (40) yeazs.
A complete copy of the Bond Resolution summazized above shall be available for public
inspection during normal business hours at the office of the Town Clerk, Town Hall,
53095 Main Road, Southold, New York.
This Bond Resolution was adopted on June 15, 2010.
9827
STATE OF NEW YORK)
SS:
COUNTY OF SUFFOLK)
Karen Kine of Mattituck, in said county, being duly sworn, says that she is
Principal Clerk of THE SUFFOLK TIMES, a weekly newspaper, published at
Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that
the Notice of which the annexed is a printed copy, has been regularly published in
said Newspaper once each week for 1 week(s), successively, commencing on the
24~h day of June, 2010.
Principal Clerk
Sworn to before me this ~vday of 2010.
LEGAL NOTICE V
The resolution, a summary of which is l C ~l C /
published herewi[h,has been adopted on 1 t~~ J~. ~ C'V 'n/ ,Jli l~ J
the 15th day of June, 2010, and the valid-
ityoftheobtigations authorized by such I CHRISTINA VOLINSKI
resolution may be hereafter contested ~ !'d JTARY PUBLIC-STATE OF NEW YORK
only if such obligations were authorized No. O1-V06105050
for an object or purpose for which the
Town of Southold, in the County of Qualified in Sutiolk Counfy
Suffolk, New York is not authorized to M7y Coamisslon Expires February 2a, 2n1 p
expend money or if the provisions of
law which should have been complied
with as of the date of publication of this
notice were not substantially complied The obtec[ or purpose for which the
with, and an action, suit or proceeding bonds are authorised r the ~peove-
contesOng such validiTy is commenced .meat of 6eciYtias of the SoathaY 7bwn
within twenty days after the publication Wastewater Disposal District, omaisting
of [his notice, or such obligations were of tbe removal of all existing buildings,
authorized in violation of [he provisions equipment, fencing, pavement, walk-
of [he constitution. ways, piping and other site features re-
Damd: June 15, 2010 luting [o [he existing Scavenger Waste
Southold, New York Facility located on land leased from the
BY ORDER OF Village of Greenport, in connection with
THE TOWN BOARD the decommissioning of said Scavenger
OF THE TOWN OF SOUTHOLD Waste Faciliy, at the esfimated maxi-
Elizabe[h A. Neville mum wst of $700,000.
Town Clerk The amount of obligations to be is-
BOND RESOLUTION OF THE sued is $700,000.
TOWN OF SOUTHOLD,NEW YORK, The period of probable usefulness is
ADOPTED JUNE 15, 2010, APPRO- forty (40) years
PRIATING $700,000 FOR THE IM- A complete copy of the Bond Reso-
PROVEMENT OF FACILTTIES OF lotion summarized above shall beavail-
THE SOUTHOLD TOWN WASTE- able for pubhc inspection during normal
WATER DISPOSAL DISTRICC, AND business hours at the office of the Town
AUTHORIZING THE 1SSUANCE OF Clerk, Town HaO, 53095 Main Road,
,Y/OD,000 SERIAL BONDS OF SAID Snu[hold, New York.
`T'OWN TO FItiANCE SAID APPRO- This~Bond Resolu[ioa wea adopted
_PRIATION on June 15, 2010.
9827-1T 624
LEGAL NOTICE
I
NOTICE OF PUBLIC HEARING ~
NOTICE IS HEREBY GIVEN that the Town Boazd of the Town of
Southold, in the County of Suffolk, State of New York, will meet at the Town Hall,
53095 Main Road, Southold, New York, on Tuesday, June 15, 2010, at 7:40 P.M.
(Prevailing Time), for the purpose of conducting a public hearing in relation to the
improvement of facilities of the Southold Wastewater Disposal District, consisting of
the removal of all existing buildings, equipment, fencing, pavement, walkways, piping
and other site features relating to the existing Scavenger Waste Facility located on land
leased from the Village of Greenport, in connection with the decommissioning of said
Scavenger Waste Facility, at an estimated maximum cost of $700,000.
At said public heazing, the Town Board will hear all persons interested in
• said subject matter thereof.
Dated: May 18, 2010
Southold, New York
BY ORDER OF THE TOWN BOARD OF
THE TOWN OF SOUTHOLD, COUNTY
OF SUFFOLK, STATE OF NEW YORK
Elizabeth A. Neville, Town Clerk
STATE OF NEW YORK)
SS:
COUNTY OF SUFFOLK)
ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being
duly sworn, says that on the 3 day of Ju.u s , 2010, she affixed a notice of
which the annexed printed notice is a true copy, in a proper and substantial manner, in
a most public place in the Town of Southold, Suffolk County, New York, to wit:
Town Clerk's Bulletin Board, 53095 Main Road, Southold, New York.
Re: Scav. Waste Decommision
•
Elizabeth A. Neville
Southold Town Clerk
Sworn before me this
- /S day of , 2010.
~ Notary A blic
• LINDA J COOPER
NOTARY PUBLIC, State of New York
NO. O1C04622563, Suffolk County
Term Expires December 31, 20 ~r~
1 ' • •
F~''®~~ RESOLUTION 2010-452
'~~'+,.,°"ff ADOPTED DOC ID: 5975
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2010-452 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JUNE 15, 2010:
RESOLUTION AND
ORDER AFTER PUBLIC
HEARING
WHEREAS, the Town Boazd of the Town of Southold (herein called the
"Town"), in the County of Suffolk, New York, on behalf of the Southold Town Wastewater
Disposal District (herein called the "District"), in the Town, has requested certain engineers duly
licensed by the State of New York (herein called the "Engineer"), to prepare a map, plan and
report for the improvement of facilities of the District, consisting of the removal of all existing
buildings, equipment, fencing, pavement, walkways, piping and other site features relating to the
existing Scavenger Waste Facility located on land leased from the Village of Greenport, in
connection with the decommissioning of said Scavenger Waste Facility at the estimated
maximum cost of $700,000; and
WHEREAS, the Town Board adopted a resolution describing in general terms the
proposed improvement of facilities, specifying the estimated cost thereof, and stating the Town
Board would meet to hear all persons interested in said improvement of facilities on June 15,
2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road, Southold,
New York; and
WHEREAS, a Notice of such public heazing was duly published and posted
pursuant to the provisions of Article 12 of the Town Law; and
WHEREAS, such public hearing was duly held by the Town Board on this 15th
day of June, 2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road,
Southold, New York, with considerable discussion on the matter having been had and all persons
desiring to be heard having been heard, including those in favor of and those in opposition to
said improvement of such facilities;
Now, therefore, on the basis of the information given at such hearing, it is hereby
DETERMINED, that it is in the public interest to improve the facilities of the
District as hereinabove described, at the estimated maximum cost of $700,000; and it is hereby
ORDERED, that the facilities of the District shall be so improved and that the
District, with the assistance of the Town Attorney, shall prepare a proposed contract for such
improvement of facilities of the District, which proposed contract shall be presented to the Town
Board as soon as possible; and it is hereby
• Resolution 2010-452 • Bo• Meeting of June 15, 2010
FURTHER ORDERED, that the cost of said improvement of facilities shall be
financed by the issuance of $700,000 bonds of the Town, and such cost, including payment of
principal of and interest on said bonds, shall be paid by the assessment, levy and collection of
assessments upon the several lots and parcels of land within the District which the Town Board
shall determine and specify to be especially benefited by such improvement, so much upon and
from each as shall be in just proportion to the amount of benefit which the improvement shall
confer upon the same; and it is hereby
FURTHER ORDERED, that the Town Clerk record, or cause to be recorded, a
certified copy of this Resolution and Order After Public Hearing in the office of the Clerk of
Suffolk County within ten (10) days after adoption thereof.
~~Q~
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER: Christopher Talbot, Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
Updated: 6/11/2010 9:21 AM by Lynda Rudder Page 2
RESOLUTION 2010-453
'"~s~~ ADOPTED DOC ID: 5976
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2010-453 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JUNE 15, 2010:
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JUNE 15, 2010, APPROPRIATING $700,000
FOR THE IMPROVEMENT OF FACILITIES OF THE
SOUTHOLD TOWN WASTEWATER DISPOSAL DISTRICT,
AND AUTHORIZING THE ISSUANCE OF $700,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID
APPROPRIATION
Recital
WHEREAS, after a public heazing duly called and held, the Town Board of the
Town of Southold (herein called the "Town"), in the County of Suffolk, New York determined
that it is in the public interest to improve the facilities of the Southold Town Wastewater
Disposal District (referred to herein as the "District"), and ordered that such facilities be so
improved;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK (by the favorable vote of not less than two-thirds
of all the members of said Boazd) AS FOLLOWS:
Section 1. The Town hereby appropriates the amount of $700,000 for the
improvement of facilities of the District, consisting of the removal of all existing buildings,
equipment, fencing, pavement, walkways, piping and other site features relating to the existing
Scavenger Waste Facility located on land leased from the Village of Greenport, in connection
with the decommissioning of said Scavenger Waste Facility. The estimated maximum cost
thereof, including preliminary costs and costs incidental thereto and the financing thereof, is
$700,000. The plan of financing includes the issuance of $700,000 serial bonds of the Town to
finance said appropriation, and the assessment, levy and collection of assessments upon the
several lots and parcels of land within the District which the Town Board shall determine and
specify to be especially benefited by such improvement, so much upon and from each as shall be
in just proportion to the amount of benefit which the improvement shall confer upon the same.
Section 2. Bonds of the Town are hereby authorized to be issued in the principal
amount of $700,000 pursuant to the provisions of the Local Finance Law, constituting Chapter
33-a of the Consolidated Laws of the State of New York (herein called the "Law"), to finance
said appropriation.
Y Resolution 2010-453 • Bo~ Meeting of June 15, 2010
Section 3. The following additional matters aze hereby determined and stated:
(a) The period of probable usefulness of the object or purpose for which said
bonds aze authorized to be issued, within the limitations of Section 1 I.00 a. 4 of the Law, is forty
(40) years.
(b) The proceeds of the bonds herein authorized and any bond anticipation notes
issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made
after the effective date of this resolution. The foregoing statement of intent with respect to
reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United
States Treasury Department.
(c) The proposed maturity of the serial bonds authorized by this resolution will
not exceed five (5) years.
Section 4. Each of the bonds authorized by this resolution and any bond
anticipation notes issued in anticipation of said bonds shall contain the recital of validity
prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation said
bonds shall be general obligations of the Town, payable as to both principal and interest by a
general tax upon all the taxable real property within the Town without limitation as to rate or
amount. The faith and credit of the Town are hereby irrevocably pledged to the punctual
payment of the principal of and interest on said bonds and any notes issued in anticipation of the
sale of said bonds, and provision shall be made annually in the budget of the Town by
appropriation for (a) the amortization and redemption of the bonds and any notes issued in
anticipation thereof to mature in such year and (b) the payment of interest to be due and payable
in such year.
Section 5. Subject to the provisions of this resolution and of the Law and
pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds
with substantially level or declining annual debt service, Section 30.00 relative to the
authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to
60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing
bond anticipation notes and prescribing the terms, form and contents and as to the sale and
issuance of the bonds herein authorized, and the renewals of said bond anticipation notes, and
relative to executing contracts for credit enhancements and providing for substantially level or
declining annual debt service, are hereby delegated to the Supervisor, the chief fiscal officer of
the Town.
Section 6. The validity of the bonds authorized by this resolution, and of any
notes issued in anticipation of said bonds, may be contested only i£
(a) such obligations are authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
Updated: 6/] 1/2010 9:22 AM by Lynda Rudder Page 2
Resolution 2010-453 ~ Bo~ Meeting of June 15, 2010
publication of such resolution, or a summary thereof, are not substantially
complied with, and an action, suit or proceeding contesting such validity is
commenced within twenty days after the date of such publication, or
(c) such obligations are authorized in violation of the provisions of the
constitution.
Section 7. This resolution shall take effect immediately and the Town Clerk is
hereby authorized and directed to publish the foregoing bond resolution, in summary, in "The
Suffolk Times, " a newspaper having a general circulation in said Town, which newspaper is
hereby designated as the official newspaper of the Town for such publication, together with the
Town Clerk's statutory notice in the form prescribed by Section 81.00 of the Local Finance Law
of the State of New York.
~Qr`
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER: William Ruland, Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
Updated: 6/11/2010 9:22 AM by Lynda Rudder Page 3
DELAFIELD &WOODLLP
PHONE (2121820-9300 ONE CHASE MANHATTAN PLAZA NEW YORK
FAX (212) 514-8425 NEW YORK, NY 10005 WASHINGTON
(212) 820-9662 WNJVV'HAWKINS.COM June 10, 2010 HARTFORD
LOS ANGELES
Town of Southold, New York SACRAMENTO
SAN FRANCISCO
Southold Town Wastewater Disposal District Improvements
(Our File Designation: 2615/34296)
Martin D. Finnegan, Esq.
Town Attorney
Town of Southold
P.O. Box 1179
Southold, New York 11971
Dear Martin:
With respect to the improvement of facilities of the Southold Town Wastewater
Disposal District, we have prepared and enclose herewith (i) the Extract of Minutes showing the
holding of a Public Hearing on June 15, 2010, (ii) the Resolution and Order After Public Hearing
proposed to be adopted on June 15, 2010, (iii) the Bond Resolution proposed to be adopted on
June 15, 2010 and the (iv) summary form of the Bond Resolution with the prescribed form of
Clerk's notice affixed in readiness for publication.
As you know, the Resolution and Order After Public Hearing, with the Clerk's
Certificate attached, is to be recorded in the office of the County Clerk within ten (10) days after
adoption.
In addition, the summary form of the Bond Resolution is to be published in the
official Town newspaper together with the statutory form of notice, thereby commencing a 20-day
statute of limitations period pursuant to the provisions of Section 80.00 et seq. of the Local
Finance Law.
Please forward to me certified copies of the completed Extract of Minutes, the
Resolution and Order After Public Hearing and the Bond Resolution. In addition, please send me
a copy of the Resolution and Order After Public Hearing with proof of recording attached and an
original Affidavit of Publication from the newspaper, when available.
With best regards, I am
Very truly yours,
Robert P. Smith
RPS/ml
Enclosures
EXTRACT OF MINUTES
Meeting of the Town Board of the
Town of Southold, in the County of Suffolk, New York
June ] 5, 2010
A regular meeting of the Town Board of the Town of Southold, in the County of
Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold, New York, on
June 15, 2010.
There were present: Hon. Scott A. Russell, Supervisor; and
Board Members: Louisa P. Evans
Albert J. Krupski, Jr.
William P. Ruland
Vincent M. Orlando
Christopher M. Talbot
There were absent:
Also present: Elizabeth A. Neville, Town Clerk
The Supervisor stated that a public hearing had been called for this meeting at the
Town Hall, 53095 Main Road, Southold, New York, at 7:40 o'clock P.M. (Prevailing Time) to
consider the improvement of facilities of the Southold Town Wastewater Disposal District,
consisting of the removal of all existing buildings, equipment, fencing, pavement, walkways,
piping and other site features relating to the existing Scavenger Waste Facility located on land
leased from the Village of Greenport, in connection with the decommissioning of said Scavenger
Waste Facility, and to hear all persons interested in the subject thereof concerning the same and
for such other action on the part of the Town Board with relation thereto as may be required by
law. The Town Clerk presented affidavits showing that the Notice of said public hearing had
been duly published and posted pursuant to the provisions of Article 12 of the Town Law.
The Supervisor stated that the hearing in the said matter was now open and asked
if there were any interested persons present who desired to be heard. The following persons
appeared in favor of such improvement of facilities of said District:
The following persons appeared in opposition to such improvement of facilities:
The Supervisor inquired as to whether there were any other persons present who
wished to be heard. No one appeared, whereupon the Supervisor declared the public hearing
closed.
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract
from the minutes of a meeting of the Town Board of said Town of Southold duly called and held
on June I5, 2010, has been compared by me with the original minutes as officially recorded in
my office in the Minute Book of said Town Board and is a true, complete and correct copy
thereof and of the whole of said original minutes so far as the same relate to the subject matters
referred to in said extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town of Southold this
day of June, 2010.
(SEAL)
Town Clerk
At a regular meeting of the Town
Board of the Town of Southold, in
the County of Suffolk, New York,
held at the Town Hall, 53095 Main
Road, Southold, New York, on the
15th day of June, 2010.
PRESENT:
Hon. Scott A. Russell, Supervisor
Louisa P. Evans, Justice
Albert J. Krupski, Jr., Councilman
William P. Ruland, Councilman
Vincent M. Orlando, Councilman
Christopher M. Talbot, Councilman
In the Matter
of the
Improvement of Facilities of the Southold Town
Wastewater Disposal District, in the Town of Southold,
in the County of Suffolk, New York, pursuant to
Section 202-b of the Town Law
Offered by:
Seconded by:
RESOLUTION AND
ORDER AFTER PUBLIC
HEARING
WHEREAS, the Town Board of the Town of Southold (herein called the
"Town"), in the County of Suffolk, New York, on behalf of the Southold Town Wastewater
Disposal District (herein called the "District"), in the Town, has requested certain engineers duly
licensed by the State of New York (herein called the "Engineer"), to prepare a map, plan and
report for the improvement of facilities of the District, consisting of the removal of all existing
buildings, equipment, fencing, pavement, walkways, piping and other site features relating to the
existing Scavenger Waste Facility located on land leased from the Village of Greenport, in
connection with the decommissioning of said Scavenger Waste Facility at the estimated
maximum cost of $700,000; and
WHEREAS, the Town Boazd adopted a resolution describing in general terms the
proposed improvement of facilities, specifying the estimated cost thereof, and stating the Town
Board would meet to hear all persons interested in said improvement of facilities on June 15,
2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road, Southold,
New York; and
WHEREAS, a Notice of such public hearing was duly published and posted
pursuant to the provisions of Article 12 of the Town Law; and
WHEREAS, such public hearing was duly held by the Town Boazd on this 15th
day of June, 2010 at 7:40 o'clock P.M. (Prevailing Time) at the Town Hall, 53095 Main Road,
Southold, New York, with considerable discussion on the matter having been had and all persons
desiring to be heard having been heard, including those in favor of and those in opposition to
said improvement of such facilities;
Now, therefore, on the basis of the information given at such hearing, it is hereby
DETERMINED, that it is in the public interest to improve the facilities of the
District as hereinabove described, at the estimated maximum cost of $700,000; and it is hereby
ORDERED, that the facilities of the District shall be so improved and that the
District, with the assistance of the Town Attorney, shall prepare a proposed contract for such
improvement of facilities of the District, which proposed contract shall be presented to the Town
Board as soon as possible; and it is hereby
FURTHER ORDERED, that the cost of said improvement of facilities shall be
financed by the issuance of $700,000 bonds of the Town, and such cost, including payment of
principal of and interest on said bonds, shall be paid by the assessment, levy and collection of
assessments upon the several lots and parcels of land within the District which the Town Board
shall determine and specify to be especially benefited by such improvement, so much upon and
from each as shall be in just proportion to the amount of benefit which the improvement shall
confer upon the same; and it is hereby
FURTHER ORDERED, that the Town Clerk record, or cause to be recorded, a
certified copy of this Resolution and Order After Public Hearing in the office of the Clerk of
Suffolk County within ten (10) days after adoption thereof.
DATED: June 15, 2010
(SEAL) TOWN BOARD OF THE TOWN OF SOUTHOLD
•
The adoption of the foregoing Resolution and Order was duly put to a vote on roll
call, which resulted as follows:
Supervisor Scott A. Russell voting
Justice Louisa P. Evans voting
Councilman Albert J. Krupski, Jr voting
Councilwoman William P. Ruland voting
Councilman William P. Ruland voting
Councilman Vincent M. Orlando voting
Councilman Christopher M. Talbot voting
The Resolution and Order were declared adopted.
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract
from the minutes of a meeting of the Town Board of said Town of Southold duly called and held
on June 15, 2010, has been compared by me with the original minutes as officially recorded in
my office in the Minute Book of said Town Board and is a true, complete and correct copy
thereof and of the whole of said original minutes so far as the same relate to the subject matters
referred to in said extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town of Southold this
day of June, 2010.
(SEAL) Town Clerk
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JUNE 15, 2010, APPROPRIATING $700,000
FOR THE IMPROVEMENT OF FACILITIES OF THE
SOUTHOLD TOWN WASTEWATER DISPOSAL DISTRICT,
AND AUTHORIZING THE ISSUANCE OF $700,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID
APPROPRIATION
Offered by:
Recital
WHEREAS, after a public hearing duly called and held, the Town Board of the
Town of Southold (herein called the "Town"), in the County of Suffolk, New York determined
that it is in the public interest to improve the facilities of the Southold Town Wastewater
Disposal District (referred to herein as the "District"), and ordered that such facilities be so
improved;
Now, therefore, be it
RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN
THE COUNTY OF SUFFOLK, NEW YORK (by the favorable vote of not less than two-thirds
of all the members of said Board) AS FOLLOWS:
Section 1. The Town hereby appropriates the amount of $700,000 for the
improvement of facilities of the District, consisting of the removal of all existing buildings,
equipment, fencing, pavement, walkways, piping and other site features relating to the existing
Scavenger Waste Facility located on land leased from the Village of Greenport, in connection
with the decommissioning of said Scavenger Waste Facility. The estimated maximum cost
thereof, including preliminary costs and costs incidental thereto and the financing thereof, is
$700,000. The plan of financing includes the issuance of $700,000 serial bonds of the Town to
finance said appropriation, and the assessment, levy and collection of assessments upon the
several lots and pazcels of land within the District which the Town Board shall determine and
specify to be especially benefited by such improvement, so much upon and from each as shall be
in just proportion to the amount of benefit which the improvement shat] confer upon the same.
Section 2. Bonds of the Town are hereby authorized to be issued in the principal
amount of $700,000 pursuant to the provisions of the Local Finance Law, constituting Chapter
33-a of the Consolidated Laws of the State of New York (herein called the "Law"), to finance
said appropriation.
Section 3. The following additional matters are hereby determined and stated:
(a) The period of probable usefulness of the object or purpose for which said
bonds are authorized to be issued, within the limitations of Section 11.00 a. 4 of the Law, is forty
(40) yeazs.
(b) The proceeds of the bonds herein authorized and any bond anticipation notes
issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made
after the effective date of this resolution. The foregoing statement of intent with respect to
reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United
States Treasury Department.
(c) The proposed maturity of the serial bonds authorized by this resolution will
not exceed ftve (5) years.
Section 4. Each of the bonds authorized by this resolution and any bond
anticipation notes issued in anticipation of said bonds shall contain the recital of validity
prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation said
bonds shall be general obligations of the Town, payable as to both principal and interest by a
general tax upon all the taxable real property within the Town without limitation as to rate or
amount. The faith and credit of the Town aze hereby irrevocably pledged to the punctual
payment of the principal of and interest on said bonds and any notes issued in anticipation of the
sale of said bonds, and provision shall be made annually in the budget of the Town by
appropriation for (a) the amortization and redemption of the bonds and any notes issued in
anticipation thereof to mature in such year and (b) the payment of interest to be due and payable
in such year.
Section 5. Subject to the provisions of this resolution and of the Law and
pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds
with substantially level or declining annual debt service, Section 30.00 relative to the
authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to
60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing
bond anticipation notes and prescribing the terms, form and contents and as [o the sale and
issuance of the bonds herein authorized, and the renewals of said bond anticipation notes, and
relative to executing contracts for credit enhancements and providing for substantially level or
declining annual debt service, are hereby delegated to the Supervisor, the chief fiscal officer of
the Town.
Section 6. The validity of the bonds authorized by this resolution, and of any
notes issued in anticipation of said bonds, may be contested only if:
(a) such obligations aze authorized for an object or purpose for which the
Town is not authorized to expend money, or
(b) the provisions of law which should be complied with at the date of the
publication of such resolution, or a summary thereof, are not substantially
complied with, and
an action, suit or proceeding contesting such validity is commenced within twenty days after the
date of such publication, or
(c) such obligations are authorized in violation of the provisions of the
constitution.
Section 7. This resolution shall take effect immediately and the Town Clerk is
hereby authorized and directed to publish the foregoing bond resolution, in summary, in "The
Suffolk Times, " a newspaper having a general circulation in said Town, which newspaper is
hereby designated as the official newspaper of the Town for such publication, together with the
Town Clerk's statutory notice in the form prescribed by Section 81.00 of the Local Finance Law
of the State of New York.
The adoption of the foregoing Resolution was seconded by
and duly put to a vote on roll call, which resulted as follows:
AYES:
NOES:
The resolution was declared adopted.
CERTIFICATE
I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the
County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract
from the minutes of a meeting of the Town Board of said Town, duly called and held on June 15,
2010 has been compared by me with the original minutes as officially recorded in my office in
the Minute Book of said Town Board and is a true, complete and correct copy thereof and of the
whole of said original minutes so far as the same relate to the subject matters referred to in said
extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 15th day of June,
2010.
(SEAL) Town Clerk
.
(NOTICE AND SUMMARY OF BOND RESOLUTION FOR PUBLICATION)
NOTICE
The resolution, a summary of which is published herewith, has been adopted on the 15th day of
June, 2010, and the validity of the obligations authorized by such resolution may be hereafter
contested only if such obligations were authorized for an object or purpose for which the Town
of Southold, in the County of Suffolk, New York is not authorized to expend money or if the
provisions of law which should have been complied with as of the date of publication of this
notice were not substantially complied with, and an action, suit or proceeding contesting such
validity is commenced within twenty days after the publication of this notice, or such obligations
were authorized in violation of the provisions of the constitution.
BY ORDER OF THE TOWN BOARD
OF THE TOWN OF SOUTHOLD
Dated: June 15, 2010
Southold, New York
Elizabeth A. Neville
Town Clerk
BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW
YORK, ADOPTED JUNE 15, 2010, APPROPRIATING $700,000
FOR THE IMPROVEMENT OF FACILITIES OF THE
SOUTHOLD TOWN WASTEWATER DISPOSAL DISTRICT,
AND AUTHORIZING THE ISSUANCE OF $700,000 SERIAL
BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION
The object or purpose for which the bonds are authorized is the improvement of facilities of the
Southold Town Wastewater Disposal District, consisting of the removal of all existing buildings,
equipment, fencing, pavement, walkways, piping and other site features relating to the existing
Scavenger Waste Facility located on land leased from the Village of Greenport, in connection
with the decommissioning of said Scavenger Waste Facility, at the estimated maximum cost of
$700,000.
The amount of obligations to be issued is $700,000.
The period of probable usefulness is forty (40) years.
A complete copy of the Bond Resolution summarized above shall be available for public
inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main
Road, Southold, New York.
This Bond Resolution was adopted on June 15, 2010.
d S ~J
n0 x J-- - _ _ ~ 1 1
0
a~ ~ ~ No. 7R-1 51,135,000 ~ -
z ` UNCFED STATES OF AMERICA ~r
;i„
STATE OF NEW YORK - ~'x,',
. COUNTY OF SUFFOLK ifs
,=ci TOWNOFSOUTHOLD
, BOND ANTICII'ATION NOTE FOR VARIOUS PURPOSES-2011 ! v¢ I ; '
~)~4. The Towo of Southold, in the County of Suffolk a municipal corporation of the State of New York, hereby r
' S)):' M' acknowledges itself indebted and for value received promises to pay to JPMorgan Chase Bank, N.A., Melville, New York, as ! llt?t ~
-.f+~#" w ~ registered owner, the sum of ONE MILLION ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS (51,135,000) on _
the 31st day of August, 2012, together with interest thereon from the date hereof at the rate of seventy-four hundredths of one I ~a=.
0~ per centum (0.74•/<) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money ~~3
of the United States of America, at JPMorgan Chase Bank, N.A., Melville, New York
~ .Both principal ~ of and interest on this Note shall be payable only to the registered holder, his legal t ~{r€
representatives, successors or vansferees. This Note shall be transferab]e only upon presentation to such Town Clerk with a I t>il : I
Y!C~• vvntten transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books and sfiall i~r~~
~S A ~ endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal i ~ ; a
- representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shai3 be certified as to its
genuineness by an officer of a bank or trust company located and authorized to do business in this State. "~~s~~f'',
af~ I
This Note is the only Note of an authorized combined renewal issue, the principal amount of which is S 1,135,000.
`t~Mio ~ ~ '
tt This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated ~ ;se '
t, t~.~ Laws of [he State of New York, various bond resolutions adopted by the Town Board on their respective dates, authorizing the '
,t"~y~"6: issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by [he Supervisor on ~ t .r
~}F'~~ September 1, 20] 1. i~~~~~_
.n!In"? This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section ' ~
~ 265 of the Internal Revenue Code of 1986, as amended. x
~rifi,~ - The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and 'A
interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the , ~t~ rE.
~ Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the t4,lr
`~.~:,+"t~ issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedness of f~> ,
~ ~ such Town, is within every debt and other limit prescribed by the Constitution and laws of such State. ( 41;,. ,
~ a
r,,~,<„ IN WITNESS WHEREOF, [he Town of Southold has caused this Note to be executed in its name by its Supervisor, /i'~
and its corporate seal (or a facsimile thereof) to be affixed,smprinted, impressed or otherwise reproduced hereon and attested by ~i
its Town Clerk and this Note to be dated as of the 1st day of September, 2011.
xi,."Y,!~: TO OF SOUTHOLD
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CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $1,135,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2011 OF THE TOWN OF
SOUTHOLD, NEW YORK.
I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called
the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the
chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond
resolutions duly adopted and amended and as referred to in the paragraphs below and subject to
the limitations prescribed in said bond resolutions, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $18,000
shall be issued to renew, in part, the $21,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, ratifying the appropriation of $30,000 to finance a
part ofthe cost of construction of improvements to certain highways
in the Hamlet of Orient, known as Ryder Farm Lane and Park View
Lane; stating the estimated maximum cost thereof is $180,000, with
$150,000 of said cost expected to be paid from other sources; and
authorizing the issuance of $30,000 serial bonds of said Town to
fmance said $30,000 appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said $21,000
bond anticipation note having been heretofore provided to the extent of $3,000 from a source
other than the proceeds of serial bonds.
2. A bond anticipation note ofthe Town in the principal amount of $165,000
shall be issued to renew, in part, the $315,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 17, 2008, appropriating $590,000 for the increase and
improvement of facilities of the Southold Solid Waste Management
District, in said Town, and authorizing the issuance of $590,000
serial bonds of said town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$315,000 bond anticipation note having been heretofore provided to the extent of $150,000 from
a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $180,000
shall be issued to renew, in part, the $280,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 29, 2008, appropriating $400,000 to pay the cost of acquiring
the easterly half of the certain piece of parcel of land, containing
one half of one acre, more or less, situate adjacent to the Town Hall
property, and previously acquired by the town pursuant to the
eminent domain proceeding (Index No. 06-23054) commenced in
the Supreme Court of the State of New York, Suffolk County, on
August 3, 2006, and authorizing the issuance of $400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$280,000 bond anticipation note having been heretofore provided to the extent of $100,000 from
a source other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of $82,000
shall be issued to renew, in part, the $1,400,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
March 9, 2010 and amended May 4, 2010, authorizing the
construction of improvements to various roads on Fishers Island,
includmg related drainage improvements, stating the estimated
maximum cost thereof is $1,400,000, appropriating said amount
for such purpose, and authorizing the issuance of $1,400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$1,400,000 bond anticipation note having been heretofore provided to the extent of $1,318,000
from a source other than the proceeds of serial bonds.
5. A bond anticipation note of the Town in the principal amount of $440,000
shall be issued to renew, in part, the $700,000 bond anticipation note dated September 2, 2010,
maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 15, 2010 and amended May 4, 2010, appropriating $700,000
for the improvement of facilities ofthe Southold Town Wastewater
Disposal District, and authorizing the issuance of $700,000 serial
bonds ofsaid Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein refereed to, and the Certificate of
Determination executed by the Supervisor on September 2, 2010, the redemption of said
$700,000 bond anticipation note having been heretofore provided to the extent of $260,000 from
a source other than the proceeds of serial bonds.
6. A bond anticipation note of the Town in the principal amount of $250,000
shall be issued in anticipation of the sale of serial bonds authorized pursuant to the resolution
entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 21, 2011, authorizing the acquisition of equipment for use
by the Highway Department, stating the estimated maximum
cost thereof is $250,000, appropriating said amount for such
purpose, and authorizing the issuance of $250,000 bonds ofsaid
Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to.
7. Said $18,000 note, said $165,000 note, said $180,000 note, said $82,000
note, said $440,000 and said $250,000 note shall be combined for the purpose of sale into a
single note issue in the aggregate principal amount of $1,135,000 (hereinafter referred to as the
"Note").
8. The terms, form and details ofsaid Note shall be as follows:
Amount and Title: $1,135,000 Bond Anticipation Note for Various Purposes-2011
Dated: September 1, 2011
Matures: August 31, 2012
Number and
Denomination: Number 7R-1, at $1,135,000
Interest Rate
per annum: 0.74%
Form of Note: Substantially in accordance with form prescribed by Schedule
B,2 ofthe Local Finance Law ofthe State ofNew York.
9. The respective amounts of bond anticipation notes originally issued in
anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions
referred to in paragraphs 1 to 6, inclusive, hereof, including the Note, are: (1) $150,000, (2)
$590,000, (3) $400,000, (4) $700,000, (5) $1,400,000 and (6) $250,000, and the respective
amounts of bond anticipation notes which will be outstanding after the issuance of the Note,
~ ~ ;
including said Note, will be: (1) $18,000, (2) $165,000, (3) $180,000, (4) $82,000, (5) $440,000
and (6) $250,000.
10. The serial bonds authorized pursuant to the resolution referred to in
paragraphs 1, 2 and 5 hereof, are for improvements which are assessable, and the serial bonds
authorized pursuant to the resolutions referred to in paragraphs 3, 4 and 6 hereof, are for
improvements which are non-assessable.
11. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to JPMorgan Chase Bank, N.A., Melville, New York, as
registered owner, for the purchase price of $1,135,000.00, plus accrued interest, if any, from the
date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note
shall be payable as to both principal and interest at JPMorgan Chase Bank, N.A., Melville,
New York, and shall bear interest at the rate of seventy-four hundredths of one per centum
(0.74%) per annum, payable at maturity.
12. Said Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed or otherwise reproduced thereon and attested by its Deputy Town Clerk.
1 HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to are in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
September, 2011.
Supervisor
. ;
DEPUTY CLERK'S CERTIFICATE
I, Linda Cooper, Deputy Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Deputy Town Clerk on or before the
1st day of September, 2011, and
I FURTHER CERTIFY that no resolution electing to reassume any ofthe powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 1st day of
September, 2011.
~ih_!
Deput own Clerk'
(SEAL)
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $1,135,000 Bond Anticipation Note for Various Purposes-2011 (herein
referred to as the "Note" or "Notes"), dated and issued on September 1, 2011, as follows:
Unless the context cleazly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
1.1. Authority ng atorv. I am an officer of the Issuer chazged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Pumose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note. The provisions of this certificate
constitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
1.3. Reasonable Expectations. This certificate sets forth the facts, estimates
and circumstances now in existence which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no
other facts, estimates or circumstances that would materially change that expectation.
1.4. Composite Issue. No other governmental obligations have been sold
fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which are expected to be paid from substantially the
same source of funds as the Note.
1.5 No Federal Guazantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which aze: (a) invested during the temporary period referred to
in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States
Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank
Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home
Loan Bank Act, as amended:
(i) No portion of the payment of principal or interest with respect to the Note
is or will be guazanteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guazanteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guazanteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Infonnation. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Puroose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guazanteed yield and having a term of 4 yeazs or more.
1.9 IRS Information Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 8038G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
2.1. Authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and various bond resolutions duly
adopted by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the
Certificate of Determination executed by the Supervisor on September 1, 2011.
(b) For purposes of this Article II the term "proceeds" means the net amount
(after payment of all costs and expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. Purpose of Issue. The Note is being issued to provide funds for various
purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions.
2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the
amount of $885,000 (the "Current Refunding Note") will be used, together with $4,339,000
available funds, to redeem prior issues of bond anticipation notes currently outstanding in the
aggregate principal amount of $5,224,000 (the "Prior Issues"), heretofore issued to finance the
Project. The balance of the proceeds of sale of the Note in the principal amount of $250,000
(the "New Money Note") will be used to provide original financing for the New Money Projects.
2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or
another state or local governmental unit and will not be leased to any person who is not a state or
local governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used directly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to be derived from payments, whether or not to the
Issuer, in respect of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being financed, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note aze allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a governmental use and proceeds of the Note aze allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which are to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guazantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who are not State or local governments
on a basis different than the general public. Any management, or operations contract or
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based
on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract,
without penalty, at the end of any three year period, and (iii) at least 50% of the compensation
paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three yeazs; (ii) the issuer may terminate such contract (without penalty)
at the end of the second yeaz of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a percentage of
fees chazged, (i) the contract has a term (including renewal options) not exceeding two yeazs,
(ii) the issuer may terminate the contract (without penalty) at the end of the first yeaz, and
(iii) the service provider primarily provides services to third parties or the contract involves a
facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a management
contract or agreement for each person for whom the service provider
assumes the responsibility to provide all needed services for a specified
period, provided the quantity and type of services actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollaz aznount for services rendered
during a specified period of time (i.e. $XX per month) which amount may
automatically increase according to a specified, objective, external standard;
and
(iii) "per unit fee" means a stated dollaz amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9 Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have
been used within 3 yeazs of the date hereof to make such loans. The payment of legal and
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10 Output Facilities. No more than 5% of the proceeds of the Note aze to be
used with respect to any output facility (other than a facility for the fiunishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note aze to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1 Temporazy Period-Refunding. With respect to the proceeds of the sale of
the Current Refunding Note representing proceeds allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
yeazs after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three years after the date of original issuance of the Prior Issue, such proceeds
will be invested at a yield not in excess of the yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to yield.
3.2 Temporary Period-New Money. With respect to the New Money Note:
(a) The Issuer has entered into or will enter into within six months from the
date of this certificate, binding commitment(s) for the acquisition, construction or
accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such
commitment(s) with respect to such New Money Project will or do exceed the amount equal to
5% of the New Money Note, being the aggregate amount of obligations currently issued for such
New Money Project.
(b) Such New Money Project has been completed, or, if such New Money
Project has not been completed, work on the acquisition, construction or accomplishment of such
New Money Project will proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three years from the date of this Certificate. No
more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments
with a term of four yeazs or more.
3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is
subject to the rebate requirement imposed by Section 148 of the Code because, with respect to
each:
(i) the Issuer was or is a governmental unit with general taxing powers;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local govenunental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendaz yeaz in which the Prior Issue was issued and the current
calendaz yeaz would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendaz
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of Re~avment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.6 Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding yeaz or one-twelfth of the debt service on the Note.
3.7 Sinking Funds. Except for the debt service fund described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similaz fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
ARTICLE IV
Bank Qualification
4.1 Desi ng ation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code.
(a) In making such designation it has been determined with respect to the
Current Refunding Note that:
(i) the Note currently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualifiedtax-exempt obligation";
(iii) the aggregate face amount of the Note does not exceed $10,000,000;
(iv) the Prior Issue had a weighted average maturity of 3 yeazs or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
(vi) not more than $30,000,000 of obligations issued by the Issuer during the
calendar yeaz in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be issued by the Issuer during the current calendaz
year will exceed $10,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendaz yeaz does not as of this date, and including this
issue, exceed $10,000,000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the 1st
day of September, 2011.
(SEAL) Supervisor
,s r
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York and herein referred to as the "Town,"
HEREBY CERTIFY that on or before September 1, 2011, we officially signed and properly
executed by manual signatures the $1,135,000 Bond Anticipation Note for Various Purposes-
2011 (the "Note") of the Town, payable to JPMorgan Chase Bank, N.A., Melville, New York,
as registered owner, and as otherwise described in Schedule A annexed hereto and by this
reference made a part hereof, and that at the time of such signing and execution and on the date
hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to
execute the Note and holding the respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that
neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
Note and is the legally adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
September 1, 2011, I delivered or caused the delivery of the Note to JPMorgan Chase Bank,
N.A., Melville, New York„ the purchaser thereof, and that at the time of such delivery of said
Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for
said Note, computed as follows:
Price ......................................................................................$1,135,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received ..................................................................$1,135,000.00
f
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 1st day of September, 2011.
nature Term of Office Expires Title
~~,~,~7~~y ~ December 31, 2011 Supervisor
_ December 31, 2013 Deputy Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, are true and genuine an~d~that~I
know said officers and know them
to hold the offices set opposite their si n'tures. C/~~/G«-C
John A. Cushman, II
Town Comptroller
v
ATTORNEY'S CERTIFICATE
I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law
of the State of New York, and am the duly chosen, qualified and acting Town Attomey of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York
and herein referred to as the "Town", that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the $1,135,000 Bond Anticipation
Note for Various Purposes-2011 (the "Note") of the Town, payable to JPMorgan Chase Bank,
N.A., Melville, New York, as registered owner, and as otherwise described in Schedule A
annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes to
pay the interest on or principal of the Note, or in any manner questioning the authority or
proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to
the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the
corporate existence or boundaries of the Town nor the title of any of the present officers thereof
to their respective offices is being contested, and that no authority or proceedings for the
issuance of the Note has or have been repealed, revoked or rescinded.
I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any
nature now pending or threatened by or against the Town wherein an adverse judgment or ruling
could have a material adverse impact on the financial condition of the Town or adversely affect
the power of the Town to levy, collect or enforce the collection of taxes or other revenues for the
payment of the Note, which has not been disclosed in the Official Statement relating to the Note.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
September 11.
Attomey
SCHEDULE A
Amount and Title: $1,135,000 Bond Anticipation Note for Various Purposes-2011
Dated: September 1, 2011
Matures: August 31, 2012
Number: 7R-1, at $1,135,000
Interest Rate
per annum: 0.74%
[ _
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
Linda Cooper, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Deputy Town Clerk of the
Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed
hereto called the "Town");
2. That with respect to the contract of sale of the Note of the Town described
in the Certificate of Determination executed by the Supervisor on the 1st day of September,
2011, to the financial institution indicated in such Certificate, I have made a careful inquiry of
each officer and employee of the Town having the power or duty to (a) negotiate, prepare,
authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or
claims under the contract, or (c) appoint an officer or employee who has any of the powers or
duties set forth above, as to whether or not such officer or employee has an interest (as defined
pursuant to Article 18 ofthe General Municipal Law) in such contract;
3. That upon information and belief, as a result of such inquiry, no such
officer or employee has any such interest in said contract unless otherwise noted in Schedule A
annexed hereto and by this reference made a part hereof.
~.(/k ~ ~n.l7ihJ
~eputlY y Towri~ Clerk
Subscribed and sworn to before me
this day of September, 2011.
C~~e~
Notary Public, State ofNew York
10NN A GUSHMAN
Notary Cublic, State, or New York
No. 01CU6174322
QWIH1atl Ih Suffolk County
Commission Expires Saptembar 17, 20»'
'
SCHEDULE A
1. is a stockholder of the Purchaser owning or
controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof
but no disclosure of such interest by said officer is required pursuant to said Law.
2. ,has an interest in the Purchaser solely by reason
of employment as an officer or employee thereof, but the remuneration of such employment will
not be directly affected as a result of said contract and the duties of such employment do not
directly involve the procurement, preparation or performance of any such part of such contract.
3. ,has publicly disclosed the nature and extent of
such interest in writing to the governing board of the Town. Such written disclosure has been
made a part of and set forth in the official record of proceedings of the Town.
.d
a
~ No. 8R-1 $800,000
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
BOND ANTICII'ATION NOTE FOR VARIOUS PURPOSES-2012
The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby
acknowledges itself indebted and for value received promises to pey to Bridgehampton National Bank, Bridgehampton, New
York, as registered owner, the sum of EIGHT HUNDRED THOUSAND DOLLARS ($800,000) on the 30th day of August,
2013, together with interest thereon from the dale hereof at the rate of fifty hundredths of one per centum (0.50%) per annum,
payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United Slates of America, at
Bridgehampton National Bank, Bridgehampton, New York
Both principal of and interest on this Note shall be payable only to the registered holder, his legal
representatives, successors or transferees. This Note shall be transferable only upon presentation to such Town Clerk with a
written transfer of title and such Town Clerk shall thereupon register this Note m the name of the transferee in his books and shall
endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal '
representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its
genuineness by an officer of a bank or tmst company located and authorized to do business in this State.
This Note is the only Note of an authorized combined new and renewal issue, the principal amount of which is
$800,000.
This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated
Laws of the State of New York, various bond resolutions adopted by [he Town Boazd on their respective dates, authorizing [he
issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by the Supervisor on
August 30, 2012.
This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section
265 of the Internal Revenue Code of 1986, as amended.
The faith and credit of such Town arc hereby irrevocably pledged for the punctual payment of the principal of and
interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the
Constitution and statutes of the State of New York ro exist, [o have happened and to have been performed precedent to and in the
r issuance of this Note, exist, have happened and have been performed, and that this Note, together with sll other indebtedness of
such Town, is within every debt and other limit prescribed by the Constltution and laws of such State.
IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its Supervisor,
and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by
its Town Clerk and this Note to be dated as of the 30th day of August, 2012.
T OFSOUTHOLD
(SEAL)
By
Supervisor
ATTEST:
~~~y//~~~,Q~{ t Ji . ~.iN/IJl
V Town Clerk
.
8
c
n ,i
A.
.ice I
- 1
CERTIFICATE OF DETERMINATION BY THE SUPERVISOR
RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM
AND CONTENTS OF THE $800,000 BOND ANTICIPATION
NOTE FOR VARIOUS PURPOSES-2012 OF THE TOWN OF
SOUTHOLD, NEW YORK
I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called
the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the
chief fiscal officer of the Town, by the Town Boazd of the Town, pursuant to the bond
resolutions duly adopted and amended and as referred to in the pazagraphs below and subject to
the limitations prescribed in said bond resolutions, I have made the following determinations:
1. A bond anticipation note of the Town in the principal amount of $15,000
shall be issued to renew, in part, the $18,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 17, 2007, ratifying the appropriation of $30,000 to finance a
part of the cost of construction of improvements to certain highways
in the Hamlet of Orient, known as Ryder Farm Lane and Pazk View
Lane; stating the estimated maximum cost thereof is $180,000, with
$150,000 of said cost expected to be paid from other sources; and
authorizing the issuance of $30,000 serial bonds of said Town to
finance said $30,000 appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said $18,000
bond anticipation note having been heretofore provided to the extent of $3,000 from a source
other than the proceeds of serial bonds.
2. A bond anticipation note of the Town in the principal amount of $15,000
shall be issued to renew, in part, the $165,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 17, 2008, appropriating $590,000 for the increase and
improvement of facilities of the Southold Solid Waste Management
District, in said Town, and authorizing the issuance of $590,000
serial bonds of said town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
1193705.1
$165,000 bond anticipation note having been heretofore provided to the extent of $150,000 from
a source other than the proceeds of serial bonds.
3. A bond anticipation note of the Town in the principal amount of $90,000
shall be issued to renew, in part, the $180,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
July 29, 2008, appropriating $400,000 to pay the cost of acquiring
the easterly half of the certain piece of parcel of land, containing
one half of one acre, more or less, situate adjacent to the Town Hall
property, and previously acquired by the town pursuant to the
eminent domain proceeding (Index No. 06-23054) commenced in
the Supreme Court of the State of New York, Suffolk County, on
August 3, 2006, and authorizing the issuance of $400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
$180,000 bond anticipation note having been heretofore provided to the extent of $90,000 from a
source other than the proceeds of serial bonds.
4. A bond anticipation note of the Town in the principal amount of $41,000
shall be issued to renew, in part, the $82,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
Mazch 9, 2010 and amended May 4, 2010, authorizing the
construction of improvements to various roads on Fishers Island,
including related drainage improvements, stating the estimated
maximum cost thereof is $1,400,000, appropriating said amount
for such purpose, and authorizing the issuance of $1,400,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said $82,000
bond anticipation note having been heretofore provided to the extent of $41,000 from a source
other than the proceeds of serial bonds.
5. A bond anticipation note of the Town in the principal amount of $330,000
shall be issued to renew, in part, the $440,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
1193705.1
"Bond Resolution of the Town of Southold, New York, adopted
June 15, 2010 and amended May 4, 2010, appropriating $700,000
for the improvement of facilities of the Southold Town Wastewater
Disposal District, and authorizing the issuance of $700,000 serial
bonds of said Town to finance said appropriation,"
duly adopted by the Town Board on the date therein refened to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
$440,000 bond anticipation note having been heretofore provided to the extent of $110,000 from
a source other than the proceeds of serial bonds.
6. A bond anticipation note of the Town in the principal amount of $189,000
shall be issued to renew, in part, the $250,000 bond anticipation note dated September 1, 2011,
maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds
authorized pursuant to the bond resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 21, 2011, authorizing the acquisition of equipment for use
by the Highway Department, stating the estimated maximum
cost thereof is $250,000, appropriating said amount for such
purpose, and authorizing the issuance of $250,000 bonds of said
Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to, and the Certificate of
Determination executed by the Supervisor on September 1, 2011, the redemption of said
$250,000 bond anticipation note having been heretofore provided to the extent of $61,000 from a
source other than the proceeds of serial bonds.
7. A bond anticipation note of the Town in the principal amount of $120,000
shall be issued in anticipation of the sale of the serial bonds authorized pursuant to the bond
resolution entitled:
"Bond Resolution of the Town of Southold, New York, adopted
June 19, 2012, authorizing the construction of vazious
improvements to Town-owned facilities located at the Town's
Highway Department yazd, at the estimated maximum cost of
$106,000 and to the Town's Police Department headquarters
building, at the estimated maximum cost of $14,000, stating the
estimated total cost thereof is $120,000, appropriating said
amount for such purposes, and authorizing the issuance of
$120,000 bonds of said Town to finance said appropriation,"
duly adopted by the Town Boazd on the date therein referred to.
8. Said $15,000 note, said $15,000 note, said $90,000 note, said $41,000
note, said $330,000 note, said $189,000 note and said $120,000 shall be combined for the
1193705.1
purpose of sale into a single note issue in the aggregate principal amount of $800,000
(hereinafter referred to as the "Note").
9. The terms, form and details of said Note shall be as follows:
Amount and Title: $800,000 Bond Anticipation Note for Vazious Purposes-2012
Dated: August 30, 2012
Matures: August 30, 2013
Number and
Denomination: Number 8R-1, at $800,000
Interest Rate
per annum: 0.50%
Form of Note: Substantially in accordance with form prescribed by Schedule
B,2 of the Local Finance Law of the State of New York.
10. The respective aznounts of bond anticipation notes originally issued in
anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions
referred to in pazagraphs 1 to 7, inclusive, hereof, including the Note, aze: (1) $150,000, (2)
$590,000, (3) $400,000, (4) $1,400,000, (5) $700,000, (6) $250,000 and (7) $120,000, and the
respective amounts of bond anticipation notes which will be outstanding after the issuance of the
Note, including said Note, will be: (1) $15,000, (2) $15,000, (3) $90,000, (4) $41,000, (5)
$330,000, (6) $189,000 and (7) $120,000.
11. The serial bonds authorized pursuant to the resolutions referred to in
pazagraphs 1, 2 and 5 hereof, are for improvements which aze assessable, and the serial bonds
authorized pursuant to the resolutions referred to in pazagraphs 3, 4, 6 and 7 hereof, aze for
improvements which are non-assessable.
12. Pursuant to said powers and duties delegated to me, I DO HEREBY
AWARD AND SELL said Note to Bridgehampton National Bank, Bridgehampton, New
York, as registered owner, for the purchase price of $800,000.00, plus accrued interest, if any,
from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that
said Note shall be payable as to both principal and interest at Bridgehampton National Bank,
Bridgehampton, New York, and shall beaz interest at the rate of fifty hundredths of one per
centum (0.50%) per annum, payable at maturity.
13. Said Note shall be executed in the name of the Town by the manual
signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted,
impressed or otherwise reproduced thereon and attested by its Town Clerk.
1193705.1
I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to
issue and sell the Note hereinabove referred to aze in full force and effect and have not been
modified, amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
August, 2012.
l~..~r1
Supervisor
1193705.1
CLERK'S CERTIFICATE
I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of
Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the
Certificate of Determination executed by the Supervisor and the same is a true and complete
copy of the Certificate filed with said Town in my office as Town Clerk on or before the 30th
day of August, 2012, and
I FURTHER CERTIFY that no resolution electing to reassume any of the powers
or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in
said Certificate and exercised by the Supervisor has been adopted by said Town Boazd.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 30th day of August,
2012.
~~l~ai~ ~ ~..,~1~
`Mown Clerk
(SEAL)
1193705.1
/ ,
AFFIDAVIT AS TO NO CONFLICT OF INTEREST
STATE OF NEW YORK )
:ss:
COUNTY OF SUFFOLK )
Elizabeth A. Neville, being duly sworn upon her oath deposes and says:
1. I am the duly appointed, qualified and acting Town Clerk of the Town of
Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called
the "Town");
2. That with respect to the contract of sale of the Note of the Town described
in the Certificate of Determination executed by the Supervisor on the 30th day of August, 2012,
to the financial institution indicated in such Certificate, I have made a cazeful inquiry of each
officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize
or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims
under the contract, or (c) appoint an officer or employee who has any of the powers or duties set
forth above, as to whether or not such officer or employee has an interest (as defined pursuant to
Article 18 of the General Municipal Law) in such contract;
3. That upon information and belief, as a result of such inquiry, no such
officer or employee has any such interest in said contract unless otherwise noted in Schedule A
annexed hereto and by this reference made a part hereof.
~a / ~,.,.~~e
Town Clerk
Subscribed and sworn to before me
this day of August, 2012.
G'CL~kcG ~ l9-ts,OlJ[~
Notazy Publi ,State of New York
LINDA J COOPER
NOTARY Pi~P; LIC, 5'. a°;a cf New York
N O.O~C0~~5225~,3, Sul Falk Coin y
Term Expire:; December u1, 20~~
1193705.1
JI ~
SCHEDULE A
1. is a stockholder of the Purchaser owning or
controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof
but no disclosure of such interest by said officer is required pursuant to said Law.
2. , has an interest in the Purchaser solely by reason
of employment as an officer or employee thereof, but the remuneration of such employment will
not be directly affected as a result of said contract and the duties of such employment do not
directly involve the procurement, prepazation or performance of any such part of such contract.
3. ,has publicly disclosed the nature and extent of
such interest in writing to the governing board of the Town. Such written disclosure has been
made a part of and set forth in the official record of proceedings of the Town.
1193705.1
• ~
CERTIFICATES AS TO SIGNATURES, LITIGATION,
AND DELIVERY AND PAYMENT
WE, the undersigned officers of the Town of Southold, in the County of Suffolk,
a municipal corporation of the State of New York and herein referred to as the "Town,"
HEREBY CERTIFY that on or before August 30, 2012, we officially signed and properly
executed by manual signatures the $800,000 Bond Anticipation Note for Various Purposes-2012
(the "Note") of the Town, payable to Bridgehampton National Bank, Bridgehampton, New
York, as registered owner, and as otherwise described in Schedule A annexed hereto and by this
reference made a part hereof, and that at the time of such signing and execution and on the date
hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to
execute the Note and holding the respective offices indicated by the titles set opposite our
signatures hereto for terms expiring on the respective dates set opposite such titles.
WE FURTHER CERTIFY that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection
of any taxes to pay the interest on or principal of the Note, or in any manner questioning the
authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or
relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that
neither the corporate existence or boundaries of the Town nor the title of any of the present
officers thereof to their respective offices is being contested, and that no authority or proceedings
for the issuance of the Note has or have been repealed, revoked or rescinded.
WE FURTHER CERTIFY that the seal which is impressed upon this certificate
(or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the
Note and is the legally adopted, proper and only official corporate seal of the Town.
And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on
August 30, 2012, I delivered or caused the delivery of the Note to Bridgehampton National
Bank, Bridgehampton, New York„ the purchaser thereof, and that at the time of such delivery
of said Note, the Town received from said purchaser the amount hereinbelow stated, in full
payment for said Note, computed as follows:
Price .........................................................................................$800,000.00
Interest on said Note accrued to the
date of such delivery -0-
Amount Received .....................................................................$800,000.00
1193705.1
IN WITNESS WHEREOF, we have hereunto set our hands and said corporate
seal has hereunto been affixed this 30th day of August, 2012.
/S~i~~a~~,~,re Term of Office Expires Title
~~~2~`°g,~~ December 31, 2013 Supervisor
December 31, 2013 Town Clerk
(SEAL)
I HEREBY CERTIFY that the signatures of the officers of the above-named
Town, which appear above, aze true and genuine and that I know said officers and know them
to hold the offices set opposite their 'gnatu
John A. Cushman, II
Town Comptroller
1193705.1
ATTORNEY'S CERTIFICATE
I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law
of the State of New York, and am the duly chosen, qualified and acting Town Attorney of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York
and herein referred to as the "Town", that no litigation of any nature is now pending or
threatened restraining or enjoining the issuance or delivery of the $800,000 Bond Anticipation
Note for Various Purposes-2012 (the "Note") of the Town, payable to Bridgehampton National
Bank, Bridgehampton, New York, as registered owner, and as otherwise described in Schedule
A annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes
to pay the interest on or principal of the Note, or in any manner questioning the authority or
proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to
the Note or affecting the validity thereof or the lery or collection of said taxes, that neither the
corporate existence or boundazies of the Town nor the title of any of the present officers thereof
to their respective offices is being contested, and that no authority or proceedings for the
issuance of the Note has or have been repealed, revoked or rescinded.
I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any
nature now pending or threatened by or against the Town wherein an adverse judgment or ntling
could have a material adverse impact on the financial condition of the Town or adversely affect
the power of the Town to levy, collect or enforce the collection of taxes or other revenues for the
payment of the Note, which has not been disclosed in the Official Statement relating to the Note.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
August, 2012.
orney
1193705.1
SCHEDULE A
Amount and Title: $800,000 Bond Anticipation Note for Various Purposes-2012
Dated: August 30, 2012
Matures: August 30, 2013
Number: 8R-1, at $800,000
Interest Rate
per annum: 0.50%
1193705.1
- -
ARBITRAGE AND USE OF PROCEEDS CERTIFICATE
I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,
New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the
issuance of the Issuer's $800,000 Bond Anticipation Note for Various Purposes-2012 (herein
referred to as the "Note" or "Notes"), dated and issued on August 30, 2012, as follows:
Unless the context clearly requires otherwise, all capitalized terms used but not
otherwise defined herein shall have the meanings set forth in Article II hereof or in the
Resolutions, the Code or the Regulations (each as defined below).
ARTICLE I
General
I.1. Authority of Signatory. I am an officer of the Issuer chazged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Purpose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations
(the "Regulations"). This certificate is executed and delivered as part of the record of
proceedings in connection with the issuance of the Note. The provisions of this certificate
consfitute a contractual obligation of the Issuer in consideration for the purchase of and payment
for the Note by the purchaser(s) thereof.
1.3. Reasonable Expectations. This certificate sets forth the facts, estimates
and circumstances now in existence which form the basis for the Issuer's expectation that the
proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no
other facts, estimates or circumstances that would materially change that expectation.
1.4. Composite Issue. No other governmental obligations have been sold
fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note,
pursuant to a common plan of financing which are expected to be paid from substantially the
same source of funds as the Note.
1.5 No Federal Guazantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which are: (a) invested during the temporary period referred to
in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States
Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank
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Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home
Loan Bank Act, as amended:
(i) No portion of the payment of principal or interest with respect to the Note
is or will be guazanteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guaranteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guazanteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guazanteed yield and having a term of 4 yeazs or more.
1.9 IRS Infonnation Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 8038G or 8038-GC.
ARTICLE II
Use of Project and Proceeds
2.1. Authorization. (a) The Note is authorized to be issued pursuant to
applicable provisions of the laws of the State of New York and various bond resolutions duly
adopted by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the
Certificate of Determination executed by the Supervisor on August 30, 2012.
(b) For purposes of this Article II the term "proceeds" means the net amount
(after payment of all costs and expenses associated with issuing the Note) received by the Issuer
from the sale of the Note, excluding accrued interest.
2.2. Purpose of Issue. The Note is being issued to provide funds for various
purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions.
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2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the
amount of $680,000 (the "Current Refunding Note") will be used, together with $455,000
available funds, to redeem prior issues of bond anticipation notes currently outstanding in the
aggregate principal amount of $1,135,000 (the "Prior Issues"), heretofore issued to finance the
Project. The balance of the proceeds of sale of the Note in the principal amount of $120,000
(the "New Money Note") will be used to provide original financing for the New Money Projects.
2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or
another state or local governmental unit and will not be leased to any person who is not a state or
local governmental unit. It will not (except to the extent that any of the projects financed involve
grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus
items the proceeds of which will not constitute net operating profits or net capital profits to the
Issuer, prior to the maturity date of the Note.
2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the
proceeds of the Note will be used directly or indirectly to make loans to persons other than a
governmental unit.
2.6. Private Use. The aggregate amount of proceeds of the Note used duectly
or indirectly in a trade or business carried on by a person other than a state or local
governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more
than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under
the terms of the Note or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use or in payments in respect of property
used or to be used for a Private Use or is to be derived from payments, whether or not to the
Issuer, in respect of property or borrowed money used or to be used for a Private Use.
2.7. Unrelated/Related Disproportionate Use. No more than 5% of the
proceeds of the Note will be used directly or indirectly in the trade or business of a person other
than a governmental unit that is unrelated or related and disproportionate to the governmental use
of the property being financed, including any private loan financing described in Section 2.5
which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds
of the Note are allocable to an unrelated Private Use if such use is neither directly nor
operationally related to a governmental use and proceeds of the Note are allocable to a
disproportionate related Private Use to the extent that the proceeds of the Note which are to be
used to finance property used by a nongovernmental person in a trade or business which is
related to the governmental use of the property referred to in Section 2.6 above, exceeds the
proceeds of the Note which are to be used for the governmental use to which such Private Use
relates.
2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a
Private Use consists of any contract or other arrangement including, without limitation, leases,
management contracts, guazantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who aze not State or local governments
on a basis different than the general public. Any management, or operations contract or
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agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based
on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract,
without penalty, at the end of any three year period, and (iii) at least 50% of the compensation
paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three yeazs; (ii) the issuer may terminate such contract (without penalty)
at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal options) not exceeding two years,
(ii) the issuer may terminate the contract (without penalty) at the end of the first year, and
(iii) the service provider primarily provides services to third parties or the contract involves a
facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a management
contract or agreement for each person for whom the service provider
assumes the responsibility to provide all needed services for a specified
period, provided the quantity and type of services actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollar amount for services rendered
during a specified period of time (i.e. $XX per month) which amount may
automatically increase according to a specified, objective, external standazd;
and
(iii) "per unit fee" means a stated dollar amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9 Pooled Loan Financines. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have
been used within 3 years of the date hereof to make such loans. The payment of legal and
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underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10 Output Facilities. No more than 5% of the proceeds of the Note are to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1 Temporary Period-Refundinc. With respect to the proceeds of the sale of
the Current Refunding Note representing proceeds allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
years after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three yeazs after the date of original issuance of the Prior Issue, such proceeds
will be invested at a yield not in excess of the yield on the Note.
(b) The proceeds of the Note will be used to refund the Prior Issue within 90
days of the date hereof, and may be invested during such time without restriction as to yield.
3.2 Temporary Period-New Money. With respect to the New Money Note:
(a) The Issuer has entered into or will enter into within six months from the
date of this certificate, binding commitment(s) for the acquisition, construction or
accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such
commitment(s) with respect to such New Money Project will or do exceed the amount equal to
5% of the New Money Note, being the aggregate amount of obligations currently issued for such
New Money Project.
(b) Such New Money Project has been completed, or, if such New Money
Project has not been completed, work on the acquisition, construction or accomplishment of such
New Money Project will proceed or is proceeding with due diligence to completion.
(c) It is reasonably expected that at least 85 percent of the net sale proceeds of
such New Money Note will be expended within three years from the date of this Certificate. No
more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments
with a term of four years or more.
3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is
subject to the rebate requirement imposed by Section 148 of the Code because, with respect to
each:
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(i) the Issuer was or is a governmental unit with general taxing powers;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local governmental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendar yeaz in which the Prior Issue was issued and the current
calendaz year would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendar
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of Repayment Funds. The Note will be paid from taxes and the
proceeds of other obligations of the Issuer issued to fund the Note.
3.6 Debt Service Fund. The taxes used to pay principal and interest on the
Note, whether or not deposited in a debt service fund, will be expended within 13 months of the
date of deposit in such fund, or the date of their accumulation, in the payment of debt service on
the Note. Any amounts received from the investment of such deposit or accumulation will be
expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding yeaz or one-twelfth of the debt service on the Note.
3.7 Sinking Funds. Except for the debt service fund described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similar fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
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ARTICLE IV
Bank Qualification
4.1 Desi nation. The Note is hereby designated as a "qualified tax-exempt
obligation" pursuant to the provisions of Section 265 of the Code.
(a) In making such designation it has been determined with respect to the
Current Refunding Note that:
(i) the Note currently refunds the Prior Issue;
(ii) the Prior Issue was designated as a "qualified tax-exempt obligation";
(iii) the aggregate face amount of the Note does not exceed $10,000,000;
(iv) the Prior Issue had a weighted average maturity of 3 yeazs or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 yeazs; and
(vi) not more than $10,000,000 of obligations issued by the Issuer during the
calendaz yeaz in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be issued by the Issuer during the current calendaz
yeaz will exceed $10,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendar year does not as of this date, and including this
issue, exceed $10,000,000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the
30th day of August, 2012.
Q
(SEAL) Supervisor
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