HomeMy WebLinkAboutVarious Purposes (2)
0 -
~ s_
y
$800,000
UNITED STATES OF AMERICA S N yv'a
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD ~.Svl I J
BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2012
s.
• * 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 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 date 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 States 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 in the time 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 trust 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 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
August 30, 2011
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 the principal of and
t interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the
r=- 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
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 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
e. 4
(SEAL)
By
Supervisor
ATTEST:
zow
Town Clerk
I
n
i v
ONE CHASE MANHATTAN PLAZA August 30, 2012
NEW YORK. NY 10005 b'
WWW HAWKINS.COM
The Town Board of the
Town of Southold, in the
County of Suffolk, New York
Ladies and Gentlemen:
We have examined a record of proceedings relating to the authorization, sale and
issuance of the $800,000 Bond Anticipation Note for Various Purposes-2012 (the "Note") of the
Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York.
The Note is dated August 30, 2012, matures August 30, 2013, is in registered form, is in the
denomination of $800,000, is numbered 8R-1, bears interest at the rate of fifty hundredths of one
per centum (0.50%) per annum 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, various 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 August 30, 2012.
The Note is a temporary obligation issued in anticipation of the sale of permanent
serial bonds.
On June 24, 2011, the Governor signed into law Chapter 97 of the Laws of 2011,
imposing a limitation upon the Town's power to increase its annual tax levy above a certain
specified amount.
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 for the payment thereof. The
Note is payable from annual budgetary appropriations to pay the principal of and interest
thereon, including ad valorem real estate taxes which may be levied on all the taxable real
property within the Town. Prior to the enactment of Chapter 97 of the Laws of 2011, all the
taxable real property within the Town had been subject to the levy of ad valorem taxes to pay the
bonds and notes and interest thereon without limitation as to rate or amount; however, the power
of the Town to levy unlimited real estate taxes on all the real property in the Town may or may
not be subject to the statutory limitations imposed by Chapter 97 of the Laws of 2011, depending
upon the interpretation of such statute by a court of competent jurisdiction in the event of a legal
challenge. 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 103 of the Code.
1193705.1 033923 CLD
The Supervisor, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the
effect that the Town will comply with the provisions and procedures set forth therein and that it
will do and perform all acts and things necessary or desirable to assure that interest paid on the
Note is excludable from gross income under Section 103 of the Code. We have examined such
Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery
of the 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, (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; however, such interest is
included in the adjusted current earnings of certain corporations for purposes of calculating the
alternative minimum tax on such corporations. In rendering the opinion in this paragraph, we
have (i) relied on the representations, certifications of fact, and statements of reasonable
expectations made by the Town in the Arbitrage and Use of Proceeds Certificate and other
documents in connection with the Note, and (ii) assumed compliance by the Town with certain
provisions and procedures set forth in the Arbitrage and Use of Proceeds Certificate relating to
compliance with applicable requirements of the Code to assure the exclusion of interest on the
Bonds from gross income under Section 103 of the Code.
Further, in our opinion, under existing statutes, interest on the 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 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 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 under state and local tax
law.
Other than such record of proceedings, we have not been requested to examine or
review and have not examined or reviewed the accuracy or sufficiency of the Official Statement,
or any additional proceedings, reports, correspondence, financial statements or other documents,
containing financial or other information relative to the Town which have been or may hereafter
be furnished or disclosed to purchasers of said Note, and we express no opinion with respect to
any such financial or other information or the accuracy or sufficiency thereof.
The form of said Note is prescribed by Schedule B, 2 of the Local Finance Law of
the State of New York, but we have not examined the executed Note.
Very truly ours,
FRO
1193705.1 033923 CLD
M ,y
No. 8R-1 $800,000 .7
UNITED STATES OF AMERICA
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
BOND ANTICIPATION 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 pay 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 date 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 States 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 in 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 trust 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 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
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 are 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 to exist, to 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 all other indebtedness of
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 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
ATTEST: Supervisor
Torr1 Q,
Town Clerk
g t
c
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 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 $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 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 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
March 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 Board 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 referred 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 Board 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 various
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 Board 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 Various 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 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 7, inclusive, hereof, including the Note, are: (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
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, 6 and 7 hereof, are 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 bear 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 are 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 Board.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Town this 30th day of August,
2012.
Town 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 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.
~a /
Town Clerk
Subscribed and sworn to before me
this o~ Y day of August, 2012.
G'CL~kcG ~ l9-ts,0lJ[~
r
Notary Publi , State of New York
LINDA J COOPER
NOTARY PV !P U(;, of New York
NO. 0-0~5225G3, Sulb.flk Coin y
Term Expire:; December 31, 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, 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.
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.
Signature Term of Office Expires Title
_VDecember 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, are 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 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 30th day of
August, 2012.
;;7-
tovnr-Aifo~mey
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
1.1. Authority of Signatory. I am an officer of the Issuer charged with the
responsibility for the execution, delivery, and issuance of the Note and am acting for and on
behalf of the Issuer in signing this certificate.
1.2. Purpose of Certificate. This certificate is made for the purpose of
establishing evidence of the expectations of the Issuer as of the date hereof as to future events
regarding the amount and use of proceeds of the Note. It is intended and may be relied upon for
purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a certification described in Section 1.148-2(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 arbitrage
bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the
Code. To the best of my knowledge and belief, such expectation is reasonable and there are no
other facts, estimates or circumstances that would materially change that expectation.
1.4. 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 Guarantee. The Issuer represents and covenants that, except
for the gross proceeds of the Note which are: (a) invested during the temporary period referred to
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
1193705.1
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 guaranteed directly or indirectly by the United States or any
agency or instrumentality thereof (herein "federally guaranteed"); and
(ii) No portion of the gross proceeds of the Note in excess of five percent of
such gross proceeds is or will be (A) used in making loans the payment of
principal or interest with respect to which is to be federally guaranteed, or
(B) invested directly or indirectly in federally insured deposits or
accounts.
1.6. Tax Representation. The Issuer expects to be able to and will comply with
all the procedures and provisions set forth herein, and will do and perform all acts and things
necessary and desirable within its reasonable control in order to assure that interest paid on the
Note shall be excluded from gross income of the owners thereof for the purpose of federal
income taxation.
1.7. Additional Information. The Issuer will provide such other information as
may be required to assure the exclusion from gross income of interest on the Note for federal
income taxation purposes.
1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the
Note are being invested in investments not acquired to carry out the governmental purposes of
the issue at a guaranteed yield and having a term of 4 years or more.
1.9 IRS Information Reporting. The Issuer will make a timely filing of the
appropriate IRS Form 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 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.
1193705.1
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 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 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, guarantee contracts, take or pay contracts, or put or pay contracts, which
provides for a use of the Projects by a person or persons who are not State or local governments
on a basis different than the general public. Any management, or operations contract or
1193705.1
agreement which provides for nongovernmental use will provide for reasonable compensation
which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below:
(a) for contracts which provide compensation for each annual period based
on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term
(including renewal options) not exceeding five years; (ii) the issuer may terminate the contract,
without penalty, at the end of any three year period, and (iii) at least 50% of the compensation
paid is on a periodic, fixed fee basis;
(b) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a
combination per unit and periodic fixed fee, (i) the contract has a term (including renewal
options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty)
at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in
the contract or otherwise limited by the qualified user or a third party;
(c) for contracts entered into or materially modified (other than pursuant to a
renewal option) after March 15, 1993, which provide compensation based on a percentage of
fees charged, (i) the contract has a term (including renewal options) not exceeding two years,
(ii) the issuer may terminate the contract (without penalty) at the end of the first year, and
(iii) the service provider primarily provides services to third parties or the contract involves a
facility during an initial start-up period;
(d) For purposes of this Section 2.8:
(i) "capitation fee" means a fixed periodic amount paid under a management
contract or agreement for each person for whom the service provider
assumes the responsibility to provide all needed services for a specified
period, provided the quantity and type of services actually provided vary
substantially;
(ii) "periodic fixed fee" means a stated dollar amount for services rendered
during a specified period 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 dollar amount for each unit of service
provided (i.e. $XX per medical procedure).
2.9 Pooled Loan Financings. To the extent the amount of proceeds of the
Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above
and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net
proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used
to finance costs of issuance or capitalized interest) that are to be used to make loans, will have
been used within 3 years of the date hereof to make such loans. The payment of legal and
1193705.1
underwriting costs is not contingent and at least 95% of the reasonably expected legal and
underwriting costs associated with issuance will be paid within 180 days of the date hereof.
2.10 Output Facilities. No more than 5% of the proceeds of the Note are to be
used with respect to any output facility (other than a facility for the furnishing of water). No
more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or
indirectly) for the acquisition of a nongovernmental output facility.
ARTICLE III
Arbitrage/Rebate Exemption
3.1 Temporary Period-Refundinc. With respect to the proceeds of the sale of
the Current Refunding Note representing proceeds allocable to the Prior Issue:
(a) All of the proceeds of the Prior Issue have been expended, or any such
proceeds which have not been expended as of the date hereof, shall become transferred proceeds
of this issue. Such transferred proceeds may be invested without restriction as to yield until three
years after the date of original issuance of the Prior Issue. If any transferred proceeds remain
unexpended after three 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 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:
1193705.1
(i) the Issuer was or is a governmental unit with general taxing powers;
(ii) the Prior Issue/New Money Note did not or does not constitute a "private
activity bond" as that term is defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of the sale of the Prior
Issue/New Money Note was or is to be used for local governmental
activities of the Issuer; and
(iv) the Issuer (including all agencies, instrumentalities and political
subdivisions of the Issuer) reasonably expected or expects that the
aggregate face amount of all tax-exempt bonds issued by the Issuer during
the calendar year in which the Prior Issue was issued and the current
calendar year would not or will not exceed $5,000,000. For purposes of
such determination, no tax-exempt obligation was or shall be taken into
account if it was or is a current refunding obligation issued in the calendar
year in which the Prior Issue/New Money Note (as applicable) was or is
being issued which does not exceed the outstanding (redeemed) principal
amount of the obligation to be refunded.
(b) The Current Refunding Note is not subject to the rebate requirement
imposed by Section 148 of the Code because all of the Gross Proceeds of such Current
Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and
will, therefore, qualify for the six-month expenditure exception to rebate.
3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation
notes issued to date for the Project do not exceed the total cost of the Project.
3.5 Source of 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 year of receipt. The debt service fund, if any, will be used to achieve a
proper matching of revenues and debt service and will be depleted at least annually except for a
reasonable carryover amount which will not exceed the greater of the earnings on such fund for
the immediately preceding year or one-twelfth of the debt service on the Note.
3.7 Sinking Funds. Except for the debt service fund described herein the
Issuer has not created or established, and does not expect to create or establish, any sinking fund
or other similar fund which the Issuer reasonably expects to use to pay principal or interest on
the Note.
1193705.1
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 years or less;
(v) the maturity date of the Note, as measured from the original date of
issuance of the notes issued pursuant to the Resolutions, in renewal of
which such Note is being issued, does not exceed 30 years; and
(vi) not more than $10,000,000 of obligations issued by the Issuer during the
calendar year in which the Prior Issue was issued were designated by the
Issuer as "qualified tax-exempt obligations."
(b) In making such designation it has been determined with respect to the
New Money Note that:
(i) the Issuer does not reasonably anticipate that the amount of "qualified tax-
exempt obligations" to be issued by the Issuer during the current calendar
year will exceed $10,000,000; and
(ii) the amount of "qualified tax-exempt obligations" issued by the Issuer
during the current calendar year does not as of this date, and including this
issue, exceed $10,000,000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Town of Southold, as of the
30th day of August, 2012.
Q
(SEAL) Supervisor
1193705.1