HomeMy WebLinkAbout2012-2-14AGENDA
Nantucket Land Bank Commission
Regular Meeting of February 14, 2012
Land Bank Meeting Room, 22 Broad Street
Nantucket, Massachusetts z N
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CALL TO ORDER: 4:00 P.M. c
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A. CITIZEN BUSINESS /ANNOUNCEMENTS i C.0 n
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B. EXECUTIVE SESSION I M
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C. PROPERTY MANAGEMENT r ca
1. Miacomet Golf Course — Manager's Monthly Update C"
D. MINUTES OF THE REGULAR MEETING OF JANUARY 24, 2012
E. TRANSFER BUSINESS
F. FINANCIAL BUSINESS
1. Monthly Transfer Statistics
2. Warrant Authorization — Cash Disbursements
3. Warrant Authorization — Debt Reserve Fund for 2012 Series A Bonds
4. Adoption of Post - Issuance Compliance Procedures for Tax - Exempt Obligations and
Other Tax - Benefited Obligations
5. Adoption of Resolution Authorizing and Directing the Issuance, Sale and Delivery of
2012 Series A Bonds of the Land Bank (Full Faith and Credit Issue) and Authorizing
the Execution and Delivery of a Trust Agreement relating to such 2012 Series A
Bonds and other actions
G. REGULAR BUSINESS
1. 2012 Annual Town Meeting Article Review
2. Regular Meeting of February 28, 2012 — Cancellation Reminder
H. PROPERTY MANAGEMENT
1. Maintenance Facility /125 Somerset Road — Construction/Bidding Update
2. Petrel Landing/ 17 Commercial Street — Planning Discussion
3. Crocker Property /27 North Cambridge Street — Planning Discussion
4. Cisco Bike Path — Request for Grant of Easement Agreement
5. Request to Hold Conservation Restriction — Nantucket Hunting Association
6. Request to Hold Conservation Restriction — 120 Miacomet Road
7. Tom Nevers Property — Right of Access Request
8. Reis /80 Miacomet Avenue — Lease Extension Request
9. Lamb Property /36 Wauwinet Road — Property Use Request
I. PERSONNEL MATTERS
1. Administrator /Fiscal Officer Maternity Leave
2. Assistant Administrator — Annual Review
ADJOURNMENT
MINUTES
Nantucket Land Bank Commission
Regular Meeting of February 14, 2012
Land Bank Meeting Room, 22 Broad Street
Nantucket, Massachusetts
CALL TO ORDER: 4:00 p.m.
PRESENT: Gardner, Paterson, Reinhard, Stackpole. ABSENT: Bartlett.
STAFF PRESENT: Eric Savetsky, Executive Director; Susan Campese, Assistant Administrator.
A. CITIZEN BUSINESS /ANNOUNCEMENTS: None.
B. EXECUTIVE SESSION: Upon a motion made and duly seconded, it was unanimously
VOTED to go into executive session in order to discuss the purchase, exchange, lease or value of
real property, and review and approve executive session minutes. Each member was polled
individually. All members voted yes. The Chairman declared that discussion of these matters in
open session may be detrimental to the Land Bank's negotiating position and that the
Commission would reconvene in regular session following executive session.
RETURN TO OPEN SESSION
Resource Planner /Ecologist, Bruce Perry; Miacomet Golf General Manager, Alan Costa;
Miacomet Golf Course Superintendent, Sean Oberly, entered the meeting at 4:20 p.m.
C. PROPERTY MANAGEMENT:
1. Miacomet Golf Course — Manager's Monthly Update:
a. Policy Discussion: Mr. Savetsky presented a first draft of policies for Miacomet
Golf Course for review and input by the Commission. After much discussion, there was a
favorable consensus for the policies as written.
b. Member Request: Mr. Costa asked the Commission for permission to waive the
initiation fee for a former member who recently moved back to the island. After some
discussion, the Commission agreed to waive the fee due to the extraordinary circumstances
presented, but asked management to continue to bring such requests to the Commission to be
decided on a case -by -case basis.
c. New Awning — Update: Mr. Costa updated the Commission on the estimates
received for the replacement of the awning on the back patio of the clubhouse. Mr. Costa will
correspond with the vendors requesting more details since the estimates varied widely.
Mr. Costa and Mr. Oberly left the meeting at 5:02 p.m.
D. APPROVAL OF MINUTES: Upon a motion made and duly seconded, it was unanimously
VOTED to accept, approve and release the regular session minutes of January 24, 2012, as
written.
E. TRANSFER BUSINESS:
1. January 2012 Transfers — Record Nos. 32336 through 32398: The Commission
reviewed transfers for the period of January 1, 2012 through January 31, 2012.
a. Current "M" Exemptions and Liens — No. 32342 Jereb Z. Keltz and Viktoriya
Keltz: The Commission authorized the placing of a lien against the above - mentioned purchaser's
property as a result of their claiming the "M" exemption as a first -time buyer of real property.
b. Additional Information Required: The Commission asked staff to request
additional information on the following transfers:
No. 32373 18 Meadow View Drive Nominee Trust
No. 32374 South Road Nominee Trust
No. 32305 Kenneth W. Fontaine and Nancy D. Fontaine
No. 32307 James G. Fingleton and Jennifer S. Gass
c. Purchase Price Documentation Request — No. 32367 Nantucket Hotel Holdings,
LLC: The Commission asked staff to request supplemental documentation from the purchasers
to support the stated purchase price on the above - referenced transfer.
2. "M" Exemption Update:
a. Five -Year Domicile and Ownership Compliance /Release of Liens — No. 27785
Johanna and Blake Richard: Upon a motion made and duly seconded, it was VOTED to
authorize the issuance of a Release of Lien for the above - mentioned transfer as a result of the
purchasers fulfilling all of the requirements of Section 12, subsection ( -m -):
b. Five -Year Domicile and Ownership Non - Compliance /Discussion — No. 28567
Neil E. Marttila and Andrea L. Russell: Ms. Campese and Mr. Savetsky explained that the
purchasers claimed the "M" exemption when they purchased their home in 2007 and by the
terms of the exemption were required to own and remain domiciled at the property for a period
of five years. Due to the fact that the couple was no longer in a relationship, in addition to
changed employment circumstances which contributed to their financial hardship, they needed to
sell the property in advance of the five -year term. After some discussion, upon a motion made
and duly seconded, it was unanimously VOTED to waive the penalty and interest to date and
require payment of the exempted Land Bank fee ($8,000) prior to the issuance of a Release of
Lien to the purchasers in the event the five -year ownership requirement was not met.
F. FINANCIAL BUSINESS:
1. Monthly Transfer Statistics: Monthly transfer statistics reports comparing fiscal years
2011 and 2012 through January 2012 were presented to the Commission.
2. Warrant Authorization — Cash Disbursements: Upon a motion made and duly
seconded, it was unanimously VOTED to execute the February 14, 2012 warrant document in
the amount of $148,937.72 to be provided to the county treasurer.
3. Warrant Authorization — Debt Reserve Fund for 2012 Series A Bonds: Upon a motion
made and seconded, it was unanimously VOTED to authorize the wire of funds in an amount not
to exceed $450,000.00 into a Land Bank designated Debt Service Reserve Fund Account as
required by the Supplemental Trust Agreement in connection with the 2012 Series A Bonds.
4. Adoption of Post - Issuance Compliance Procedures for Tax - Exempt Obligations and
Other Tax - Benefited Obligations: Upon a motion made and duly seconded, it was unanimously
VOTED to adopt the Post - Issuance Compliance Procedures for Tax - Exempt Obligations and
Other Tax - Benefited Obligations (previously provided by electronic correspondence) as written
and included herein as an attachment to these minutes.
5. Adoption of Resolution Authorizing and Direction the Issuance, Sale and Delivery of
2012 Series A Bonds of the Land Bank (Full Faith and Credit Issue) and Authorizing the
Execution and Delivery of a Trust Agreement relating to such 2012 Series A Bonds and other
Actions: Upon a motion made and duly seconded, the Nantucket Islands Land Bank Commission
unanimously VOTED to adopt the following:
RESOLUTION (1) AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF 2012
SERIES A BONDS (FULL FAITH AND CREDIT ISSUE) AND (2) AUTHORIZING THE EXECUTION AND
DELIVERY OF A SUPPLEMENTAL TRUST AGREEMENT RELATING TO SUCH 2012 SERIES A BONDS
AND OTHER ACTIONS
WHEREAS, the Nantucket Islands Land Bank (the "Land Bank ") a body politic and corporate and a public
instrumentality established under Chapter 669 of the Massachusetts Acts of 1983, as amended (the "Act'), is
authorized and empowered under the Act to issue its bonds and notes for the purpose of acquiring, holding and
managing land and interests in land or to purchase, refund or renew bonds or notes previously issued, and to enter
into any agreements necessary to effectuate and to secure any bonds or notes issued by it; and
WHEREAS, agreements entered into by the Land Bank to secure its bonds or notes may pledge or assign,
in whole or in part, the revenues and other money held or to be received by the Land Bank and may provide, among
other things, for the establishment of special funds and reserves;
WHEREAS, pursuant to the Act, the Nantucket Islands Land Bank Commission (the "Commission ") is
authorized to issue Series A Bonds (Full Faith and Credit Issue) upon such terms and conditions as are contained in
a Trust Agreement dated as of December 1, 2007 as amended and supplemented by the Supplemental Trust
Agreement dated as of March 13, 2009 (the "Amended 2007 Trust Agreement'), each among the Land Bank, the
Town of Nantucket, Massachusetts (the "Town ") and U.S. Bank National Association as Trustee (the "Trustee ");
and
WHEREAS, the Commission has determined that it is desirable at this time to purchase the Old Sconset
Golf Course (the "Project') and, in order to finance the costs thereof, including costs incidental thereto and to the
financing thereof, to issue bonds to Janney Montgomery Scott LLC (the "Purchaser ") in the aggregate principal
amount of $6,725,000;
3
NOW, THEREFORE, BE IT RESOLVED by the Nantucket Islands Land Bank Commission that:
SECTION 1. Pursuant to the authority granted to the Commission under the Act, the Commission
hereby authorizes the Land Bank to carry out the Project. The Chairman and the Director (each, an "Authorized
Officer "), acting individually, are each authorized to take any all action necessary or convenient to carry out the
Project, and any actions heretofore taken by an Authorized Officer or by any other officer or employee of the Land
Bank to cant' out the Project are hereby ratified, approved and confirmed.
SECTION 2. Pursuant to the Act, the Commission hereby authorizes the issuance of $6,725,000 2012
Series A Bonds (Full Faith and Credit Issue) (the "Bonds "), as Additional Bonds pursuant to Amended 2007 the
Trust Agreement upon such terms and conditions as are set forth below and as further contained in the Amended
2007 Trust Agreement and a Supplemental Trust Agreement to be dated as of February 23, 2012 among the Land
Bank, the Town and the Trustee (the "Supplemental Trust Agreement', and together with the Amended 2007 Trust
Agreement, the "Trust Agreement').
SECTION 3. Pursuant to the Act, the Land Bank shall issue, sell and deliver the Bonds for the purpose
of purchasing a golf course in Nantucket known as the Old Sconset Golf Course. The Bonds shall be executed by
the Chairman or the Vice Chairman of the Commission, shall be dated February 23, 2012, and shall otherwise have
the terms and be substantially in the forms set forth in the Trust Agreement, with such variations, omissions or
insertions as are permitted or required hereby or thereby; provided that the maturities, interest rates, and terms of the
Bonds shall be as shown in Exhibit A to this resolution.
SECTION 4. The sale of the Bonds to the Purchaser at a price of $6,903,443.22 is hereby ratified and
approved. The distribution of a Preliminary Official Statement dated February 8, 2012 related to the Bonds and
filed with the minutes of this meeting, is hereby ratified, confirmed and approved, and the distribution of an Official
Statement dated February 23, 2012 relating to the Bonds substantially in the form submitted to and filed with the
records of this meeting, with such insertions and changes as such Chairman or Vice Chairman may approve, is
hereby approved.
SECTION 5. The Chairman or the Vice Chairman of the Commission is authorized to execute and
deliver the Supplemental Trust Agreement dated as of February 23, 2012, and which Supplemental Trust Agreement
shall be in substantially the form submitted to and filed with the records of this meeting, subject to such changes,
insertions or omissions as such Chairman or Vice Chairman may approve, and the execution thereof shall be
conclusive evidence of such approval.
SECTION 6. In addition to the Supplemental Trust Agreement and other documents to be executed in
connection with the issuance of the Bonds, the Chairman or the Vice Chairman of the Commission is authorized to
execute and deliver a Restated and Amended Agreement as to Working Capital Reserve Account between the Land
Bank and the Town to be dated as of February 23, 2012, which agreement will amend in part, restate in part, and
replace in part, the Restated and Amended Agreement as to Working Capital Reserve Account between the Land
Bank and Town, dated as of December 19, 2007, as amended, restated and replaced by the Restated and Amended
Agreement as to Working Capital Reserve Account between the Land Bank and the Town, dated as of March 13,
2009, and which agreement shall be substantially in the form submitted to and filed with the records of this meeting,
subject to such changes, insertions or omissions as the Chairman or Vice Chairman may approve, and the execution
thereof shall be conclusive evidence of such approval.
SECTION 7. The Chairman or the Vice Chairman of the Commission is authorized to covenant, on
behalf of the Land Bank, that the Land Bank will pay any arbitrage rebate due to the United States in connection
with the issuance of Bonds and that the Land Bank will take all lawful actions necessary to comply with all
requirements of the Internal Revenue Code of 1986 relating to the use, expenditure and investment of the proceeds
of the Bonds that must be satisfied subsequent to the issuance of the Bonds in order that interest on the Bonds be or
continue to be excluded from gross income for federal income tax purposes and refrain from taking any actions that
would cause interest on the Bonds to become included in gross income for federal income tax purposes.
11
SECTION 8. The Director or Administrator of the Land Bank are authorized and directed to establish
post issuance federal tax compliance procedures in such form as the Director or Administrator and bond counsel
deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to
monitor and maintain the tax - exempt status of the Bonds.
SECTION 9. Each of the officers, Commissioners and agents of the Land Bank and the Commission is
to do all acts and things required of them by the provisions of the Bonds and the Trust Agreement for the full,
punctual and complete performance and observance of all of the terms, covenants, provisions and agreements
therein to be performed or observed by the Land Bank and the Commission and also to do all acts and things
necessary, desirable, or proper in connection with the execution and delivery of the Supplemental Trust Agreement
and the Bonds or otherwise required or appropriate to carry into effect the provisions of this resolution and the
matters hereby authorized, and any such actions hereby taken for such purposes by any officer, Commissioner or
agent of the Land Bank and the Commission are hereby ratified and confirmed.
EXHIBIT A
Nantucket Islands Land Bank
$6,725,000 2012 Series A Bonds (Full Faith and Credit Issue)
Date of the Bonds — February 23, 2012
2. Date of maturities
— February 15
3. Years of maturities,
principal amounts,
and interest rates:
Year of
Principal
Interest
Year of
Principal
Interest
Maturi1y
Amount
Rate
Maturky
Amount
Rate
2013
$265,000
2.00%
2022
$ 335,000
3.00%
2014
265,000
2.00
2023
345,000
2.00
2015
270,000
3.00
2024
350,000
2.00
2016
280,000
3.00
2025
360,000
2.00
2017
290,000
3.00
2026
365,000
2.00
2018
295,000
3.00
2027
370,000
2.125
2019
305,000
3.00
2028
380,000
2.20
2020
315,000
3.00
2029
390,000
2.30
2021
325,000
3.00
2032
1,220,000
2.60
4. Optional Redemption —
The Bonds maturing on or prior to February 15, 2022 shall not be subject to prepayment prior to maturity. The
Bonds maturing on and after February 15, 2023 shall be subject to prepayment on and after February 15, 2022 at the
option of the Land Bank, in whole or in part on any date and, if in part, by lot (but only from the limited sources and in
the manner described in the Trust Agreement), at a price equal to the principal amount to be redeemed (without
premium), plus accrued interest to the prepayment date.
5. Mandatory Redemption —
The Bonds maturing February 15, 2032 shall be subject to mandatory redemption at par, plus accrued interest
to the redemption date, on February 15 of each of the following years and in the following principal amounts:
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Land Bank Commission
February 12, 2012
* Final maturity.
G. REGULAR BUSINESS:
1.2012 Annual Town Meeting Article Review:
Page 6
a. Community Preservation Committee (CPC) Annual Town Meeting Article —
Discussion: Mr. Savetsky reported attending a Finance Committee meeting to voice concerns over
the warrant article that authorized the CPC to fund two recreational projects out of the dedicated
open space fund. The day after the meeting, CPC chairman and Land Bank designee, Ken
Beaugrand, told Mr. Savetsky the CPC would change the warrant to have the two projects in
question funded out of the allowable non - designated funds and not the open space fund. It was the
consensus of the Commission to give more direction to their designee prior to CPC votes.
b. Wood Property — Update: Mr. Savetsky reported the Finance Committee was
currently not in favor of Town authorization to convey the Wood Property to the Land Bank and he
did not expect them to give a favorable recommendation to the citizen article.
c. Elimination of Paper Road — Update: Mr. Savetsky told the Commission according
to the Planning Director, Andrew Vorce the Finance Committee has significant concerns regarding
the elimination of the paper portion of Bartlett Road, but didn't seem to have objections to
elimination the paper roads in Miacomet Park or Weweeder Valley.
2. Regular Meeting of February 28, 2012 — Cancellation Reminder: Chairman Stackpole
reminded the Commission the meeting on February 28, 2012 was cancelled due to a lack of a
quorum.
H. PROPERTY MANAGEMENT:
1. Maintenance Facility/ 125 Somerset Road — Construction/Bidding Update: Mr. Perry
informed the Commission the Five -Bay Garage project was put out to re -bid due to design changes
and the new bids were due March 1, 2012 at 3:00 p.m.
2. Petrel Landing /17 Commercial Street — Planning Discussion: Mr. Savetsky presented
preliminary plans that eliminated the finger piers which would allow better maneuvering of larger
boats and require less dredging. After some discussion, upon a motion made and duly seconded, it
was VOTED to move forward with organizing the permitting team for the project. Commissioner
Paterson relayed opinions from various citizens asking for the land area to be functional and not
overly manicured into a "Pocket Park ".
3. Crocker Property /27 North Cambridge Street — Planning Discussion: Mr. Perry updated
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Principal Amount
Year
2030
$395,000
2031
405,000
2032*
420,000
* Final maturity.
G. REGULAR BUSINESS:
1.2012 Annual Town Meeting Article Review:
Page 6
a. Community Preservation Committee (CPC) Annual Town Meeting Article —
Discussion: Mr. Savetsky reported attending a Finance Committee meeting to voice concerns over
the warrant article that authorized the CPC to fund two recreational projects out of the dedicated
open space fund. The day after the meeting, CPC chairman and Land Bank designee, Ken
Beaugrand, told Mr. Savetsky the CPC would change the warrant to have the two projects in
question funded out of the allowable non - designated funds and not the open space fund. It was the
consensus of the Commission to give more direction to their designee prior to CPC votes.
b. Wood Property — Update: Mr. Savetsky reported the Finance Committee was
currently not in favor of Town authorization to convey the Wood Property to the Land Bank and he
did not expect them to give a favorable recommendation to the citizen article.
c. Elimination of Paper Road — Update: Mr. Savetsky told the Commission according
to the Planning Director, Andrew Vorce the Finance Committee has significant concerns regarding
the elimination of the paper portion of Bartlett Road, but didn't seem to have objections to
elimination the paper roads in Miacomet Park or Weweeder Valley.
2. Regular Meeting of February 28, 2012 — Cancellation Reminder: Chairman Stackpole
reminded the Commission the meeting on February 28, 2012 was cancelled due to a lack of a
quorum.
H. PROPERTY MANAGEMENT:
1. Maintenance Facility/ 125 Somerset Road — Construction/Bidding Update: Mr. Perry
informed the Commission the Five -Bay Garage project was put out to re -bid due to design changes
and the new bids were due March 1, 2012 at 3:00 p.m.
2. Petrel Landing /17 Commercial Street — Planning Discussion: Mr. Savetsky presented
preliminary plans that eliminated the finger piers which would allow better maneuvering of larger
boats and require less dredging. After some discussion, upon a motion made and duly seconded, it
was VOTED to move forward with organizing the permitting team for the project. Commissioner
Paterson relayed opinions from various citizens asking for the land area to be functional and not
overly manicured into a "Pocket Park ".
3. Crocker Property /27 North Cambridge Street — Planning Discussion: Mr. Perry updated
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Land Bank Commission
February 12, 2012
Page 7
the Commission on the Crocker Property as Mrs. Crocker had recently died and planning for the
property would begin soon.
4. Cisco Bike Path — Request for Grant of Easement Agreement: Mr. Savetsky presented a
request for execution of an easement agreement from the Planning Department along with the
proposed plans for the Cisco bike path. After some discussion, upon a motion made and duly
seconded, it was unanimously VOTED to approve and execute the easement agreement with the
Town of Nantucket.
5. Request to Hold Conservation Restriction — Nantucket Hunting Association: Mr. Savetsky
presented a request from the Nantucket Hunting Association to hold a Conservation Restriction on
the mitigation area for the Natural Heritage permit on the leased land from the Town of Nantucket.
After some discussion, it was the consensus of the Commission to encourage the Nantucket
Hunting Association to forward the request to the Nantucket Land Council which has an extensive
program in place to manage Conservation Restrictions.
6. Request to Hold Conservation Restriction — 120 Miacomet Road: Mr. Savetsky relayed a
request from Attorneys Lori D'Elia and William Hunter to hold a Conservation Restriction on land
held by the owner /developer of a subdivision at 120 Miacomet Road which abuts Land Bank
property. After some discussion, it was the consensus of the Commission to encourage the
owner /developer of 120 Miacomet Road to forward the request to the Nantucket Land Council
which has an extensive program in place to manage Conservation Restrictions.
7. Tom Nevers Property — Right of Access Request: Mr. Savetsky presented a Grant of
Right of Access from the Army Corps of Engineers to enter the Tom Nevers property periodically
over the next five years to find and remove old military ordinances. Upon a motion made and duly
seconded, it was unanimously VOTED to authorize the Director to execute the Right of Access.
8. Reis /80 Miacomet Avenue — Lease Extension Request: Mr. Savetsky informed the
Commission that the one year lease given to Myles Reis for 80 Miacomet Avenue had expired on
December 31, 2011 and Mr. Reis has requested an extension of one year to finish moving off the
property. Mr. Savetsky reminded the Commission that the Lease agreement had a provision for
lease extension in three month increments for up to one year. After some discussion, upon a motion
made and duly seconded, it was unanimously VOTED to grant Mr. Reis two, three month
extensions, bringing the lease end date to June 30, 2012.
9. Conservation Commission — Minor Modifications: Mr. Perry reported that he was
presenting an application for a change in herbicide used on the invasive species at 80 Miacomet
Avenue and Consue Springs. Changing from the use of Rodeo to Renovate would allow spray
application and a more aggressive treatment schedule.
10. Lamb Property /36 Wauwinet Road — Property Use Request: Mr. Savetsky presented a
request for a wedding ceremony in September 2013 for more than 100 people with a champagne
toast and light hors d'oeuvres served while the family is photographed. After some discussion, it
was the consensus of the Commission to hold off on any such request, as the planning of the
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Land Bank Commission
February 12, 2012
Page 8
property was not yet complete, and further the parking at that property would likely be inadequate
for such a large event.
11. Lamb Property /36 Wauwinet Road - Conservation Commission Notice of Intent: Mr.
Perry informed the Commission he was presenting a Notice of Intent to the Conservation
Commission to remove the house and maintain harbor views.
12. Request to Accept Vehicle: Mr. Perry reported the District 1 Fire Warden had acquired a
surplus 2 '/2 ton truck with a 1200 gallon bladder bag that could be conveyed to the Nantucket Fire
Department and in turn conveyed to the Land Bank. There would be no cost associated with the
conveyance. After some discussion, upon a motion was made and duly seconded, it was
unanimously VOTED to accept the truck for use in the burn program.
13. School Grounds — Landscaping Request: Commissioner Reinhard presented a request
from the Nantucket Public Schools, Director of Facilities, Dave Kanyock to have property staff
move and plant cedar trees along a proposed berm separating the school property from the Town
Cemetery along Sparks Avenue. Upon a motion made and duly seconded, it was unanimously
VOTED to have Land Bank property staff and equipment used for up to two days in order to plant
the berm with cedar trees.
14. Founders Cemetery — Fencing Discussion: Chairman Stackpole suggested installing the
split rail fence from Cliff Road to the Founders Cemetery soon, as the area has been recently
mowed.
I. PERSONNEL MATTERS:
1. Administrator /Fiscal Officer Maternity Leave: Mr. Savetsky recommended the hiring of
retired Land Bank Administrator, Craig Hunter, to work three days a week for three and a half
months to provide office coverage while Ms. Bell was away on unpaid maternity leave. Further, he
recommended paying Ms. Hunter $30 per hour with no benefits. Upon a motion made and duly
seconded, it was unanimously VOTED to hire Ms. Hunter as recommended.
Mr. Perry left the meeting at 6 :30 p. m.
Ms. Campese voluntarily left the meeting at 6:30 p.m.
2. Part-Time Assistant Administrator — Annual Review: Based upon a favorable review and
recommendation by the Executive Director, upon a motion made and duly seconded, it was
unanimously VOTED to approve a $4 per hour wage increase, bringing Ms. Campese's hourly
wage to $30 per hour, effective March 1, 2012.
ADJOURNMENT: Upo motion made and duly seconded, it was VOTED to adjourn at 6:35 p.m.
Attested to: i POUIA�
fen B. ei rd, Secretary
Land Bank Commission
February 12, 2012
Accepted, Approved, and Released by the VOTE
of the Commission this 13th day of March, 2012.
Robert L. Gardner, Vice Chairman
Page 9
MONTHLY: STATISTICS FISCAL
YEAR 201 1
FY11
Total
Exempt
Taxable
Total Gross
Gross
Revenue
Month
Transfers
Transfers
Transfers
Value
Value Taxable
Received
Jul -10
55
31
24
$26,038,861
$23,613,361
$476,267
Aug -10
64
36
28
$29,410,325
$26,700,825
$534,017
Sep -10
93
36
57
$150,939,438
$146,404,272
$2,936,085
Oct -10
104
53
51
$100,725,494
$96,991,400
$1,947,828
Nov -10
77
41
36
$61,023,719
$49,529,365
$990,587
Dec -10
141
78
63
$97,606,194
$93,574,944
$1,879,499
Jan -11
78
65
13
$21,162,865
$14,910,365
$298,207
Feb -11
62
39
23
$23,477,453
$21,996,953
$439,939
Mar -11
63
39
24
$33,663,500
$31,223,500
$628,470
Apr -11
57
20
37
$40,311,309
$39,448,100
$788,962
May -11
64
37
27
$44,795,705
$39,482,705
$799,654
Jun -11
65
30
35
$72,953,340
$64,374,340
$1,287,487
THRU JAN 11
Average
612
77
340
42
272
35
$486,906,897
$58,509,017
$451,724,532
$54,020,844
$9,062,491
$1,083,917
Low
55
20 13 $21,162,865 $14,910,365 $298,207
High
141
78 63 $150,939,438 $146,404,272 $2,936,085
MONTHLY TRANSFER
STATISTICS FISCAL YEAR 2012
FY12
Total
Exempt
Taxable
Total Gross
Gross
Revenue
Month
Transfers
Transfers
Transfers
Value
Value Taxable
Received
Jul -11
76
54
22
$25,749,264
$24,643,000
$492,860
Aug -11
75
43
32
$49,340,375
$47,072,751
$941,455
Sep -11
94
43
51
$74,154,881
$71,949,006
$1,438,980
Oct -11
78
44
34
$56,393,735
$55,156,935
$1,103,139
Nov -11
100
65
35
$66,300,685
$62,595,685
$1,251,914
Dec -11
136
89
47
$54,529,358
$50,656,462
$1,021,129
Jan -12
1 63
1 40
1 23
1 $22,737,1321
$22,395,1321
$447,903
Feb -12
Mar -12
Apr -12
May -12
Jun -12
THRU JAN 12
Average
622
89
378
54
244
35
$349,205,430
$49,886,490
$334,468,971
$47,781,282
$6,697,379
$956,768
Low
63 40 22 $22,737,132 $22,395,132 $447,903
High
136 89 51 $74,154,881 $71,949,006 $1,438,980
MONTHLY (UNAUDITED)
DOCUMENTS AND EXHIBITS
Nantucket Land Bank Commission
Regular Meeting of February 14, 2012
Documents and Exhibits List
1. Miacomet Golf Proposed Management Policies
2. Land Bank Transfers for January 2012
3. "M" Exemption Lien — No. 32342 Jereb Z. Keltz and Viktoriya Keltz
4. Release of Lien — No. 27785 Johanna and Blake Richard
5. Transfer Documents and Confidential Correspondence — No. 28567 Neil E. Marttila and Andrea
L. Russell
6. Monthly Transfer Statistics Reports
7. Check Warrant Summary and Warrant Authorization dated February 14, 2012 with corresponding
payment vouchers
8. Post - Issuance Compliance Procedures
9. Unsigned Copy of Supplemental Trust Agreement for 2012 Bond Issuance
10. Unsigned Copy of Amended and Restated Agreement as to Working Capital Reserve Account
11. Unsigned Copy of Continuing Disclosure Agreement
12. Unsigned Copy of Continuing Disclosure Certificate
13. Petrel Landing Preliminary Concept Plan
14. Plans and Easement Agreement for Cisco Bike Path
15. Nantucket Hunting Association CR Plan
16. 120 Miacomet Road — CR information and plan
17. Tom Nevers Property — Right of Entry and Plans
18. Lamb Property /36 Wauwinet Road — Wedding Ceremony Request
19. Pictures of Truck for Fire Program
TRANSFER BUSINESS
Nantucket Land Bank Commission
Regular Meeting of February 14, 2012
1. January 2012 Transfers —Record Nos. 32336 through 32398:
a. Current "M" Exemptions and Liens:
No. 32342 Jereb Z. Keltz and Viktoriya Keltz
b. Additional Information Required:
No. 32373 18 Meadow View Drive Nominee Trust
No. 32374 South Road Nominee Trust
No. 32305 Kenneth W. Fontaine and Nancy D. Fontaine
No. 32307 James G. Fingleton and Jennifer S. Gass
c. Purchase Price Documentation Required:
No. 32367 Nantucket Hotel Holdings, LLC (Point Breeze Hotel)
- Purchase Price: $2,825,000 / Assessed Value: $6,606,500
2. "M" Exemption Update:
a. Five -Year Domicile and Ownership Compliance /Release of Lien:
No. 27785 Johanna and Blake Richard
b. Five -Year Domicile and Ownership Non-Compliance/Discussion:
No. 28567 Neil E. Marttila and Andrea L. Russell
SUPPLEMENTAL TRUST AGREEMENT
Dated as of February 23, 2012
among
THE NANTUCKET ISLANDS LAND BANK
And
TOWN OF NANTUCKET, MASSACHUSETTS
1 1l
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
Providing for the Issuance of
Nantucket Islands Land Bank
2012 Series A Bonds
(Full Faith and Credit Issue)
SUPPLEMENTAL TRUST AGREEMENT
This Supplemental Trust Agreement (the "Supplemental Trust Agreement ") is made as of
February 23, 2012, among the Nantucket Islands Land Bank (the "Issuer "), a body politic and
corporate and a public instrumentality of The Commonwealth of Massachusetts duly organized
and existing pursuant to Chapter 669 of the Acts of 1983, as amended (the "Enabling Act "), the
Town of Nantucket, Massachusetts (the "Town "), and U.S. Bank National Association,
authorized to execute trusts of the character herein set out, with its corporate office in Boston,
Massachusetts, as Trustee (the "Trustee "). The Supplemental Trust Agreement is being entered
into for the purpose of further supplementing the Trust Agreement dated as of December 1, 2007
among the Issuer, the Town and the Trustee (the "2007 Trust Agreement ") as amended and
supplemented by the Supplemental Trust Agreement dated March 13, 2009 among the Issuer, the
Town and the Trustee (the "2009 Supplemental Trust Agreement ", and collectively with the
2007 Trust Agreement and Supplemental Trust Agreement, the "Trust Agreement "). The Town
is a party to the Trust Agreement only for the purposes described in Sections 102, 503 and 805 of
the 2007 Trust Agreement.
RECITALS
The Issuer has duly determined to issue one series of bonds, to be designated "2012
Series A Bonds (Full Faith and Credit Issue)" (the "2012 Series A Bonds "), The Issuer has
further determined to issue the 2012 Series A Bonds as Additional Bonds pursuant to the Trust
Agreement. The proceeds of the 2012 Series A Bonds will be used by the Issuer for the purpose
of purchasing a golf course in Nantucket known as the Old Sconset Golf Course. The 2012
Series A Bonds and the obligations of the Issuer hereunder with respect to such 2012 Series A
Bonds will be secured by a first priority security interest in the Pledged Receipts granted by the
Issuer pursuant to the Trust Agreement. The 2012 Series A Bonds will also be guaranteed by a
pledge of the full faith and credit of the Town pursuant to the Trust Agreement. The first priority
security interest in the Pledged Receipts securing the 2012 Series A Bonds will be on a parity
with the security interest in the Pledged Receipts securing any other Series A Bonds issued
pursuant to the Trust Agreement. Upon issue of the 2012 Series A Bonds the only other Series A
Bonds Outstanding under the Trust Agreement will be the (i) 2007 Series A Bonds currently
outstanding in the aggregate principal amount of $13,065,000, and (ii) 2009 Series A Refunding
Bonds currently outstanding in the aggregate principal amount of $10,160,000.
All things necessary to make the 2012 Series A Bonds, when authenticated, the binding,
limited obligations of the Issuer and the binding, general obligations of the Town to the extent
provided under the Trust Agreement, and to create a valid lien and pledge as provided have been
accomplished; and the execution and delivery of this Supplemental Trust Agreement and the
issuance of the 2012 Series A Bonds have been duly authorized.
In consideration of the premises and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereby agree, covenant, grant, pledge,
represent and warrant as follows (it being understood and agreed that in the performance of the
agreements of the Issuer herein contained, any obligation it may incur for the payment of money
shall not be a general debt on its part or a charge against its general credit but shall be payable
solely from the Pledged Receipts):
- 1 -
ARTICLE I.
Introduction and Definitions
Section 101. Description of Instrument and Parties. This Supplemental Trust
Agreement is entered into as of February 23, 2012, by and among the Issuer, the Town and the
Trustee. This Supplemental Trust Agreement further supplements the 2007 Trust Agreement, as
amended and supplemented by the 2009 Supplemental Trust Agreement, which 2007 Trust
Agreement provided for the issuance of Series A Bonds, and also provided for the issuance of
$15,095,007 2007 Series A Bonds, and which 2009 Supplemental Trust Agreement provided for
the issuance of $13,175,000 2009 Series A Refunding Bonds as Additional Bonds under the
2007 Trust Agreement. As permitted by Section 303 of the 2007 Trust Agreement, this
Supplemental Trust Agreement provides for the issuance of $6,725,000 2012 Series A Bonds as
Additional Bonds under the 2007 Trust Agreement to purchase a golf course in Nantucket known
as the Old Sconset Golf Course, including costs incidental thereto and to the financing thereof,
upon the terms set forth in the 2007 Trust Agreement.
The 2007 Trust Agreement permits the 2012 Series A Bonds to be secured on a parity
with any other Series A Bonds as to the security interest granted in the Pledged Receipts of the
Issuer. The 2007 Trust Agreement also permits the 2012 Series A Bonds to be Additional Bonds
under Section 303 of the 2007 Trust Agreement upon compliance with the applicable conditions
of that section. The 2007 Trust Agreement also permits the 2012 Series A Bonds to be
guaranteed by a pledge of the full faith and credit of the Town, as more fully described under
Sections 102 and 805 of the 2007 Trust Agreement.
The Issuer, the Town and the Trustee hereby acknowledge that the 2012 Series A Bonds
are Additional Bonds and are secured on a parity with any other Series A Bonds as to the
security interest granted in the Pledged Receipts of the Issuer under Section 101 of the 2007
Trust Agreement. The owners of the 2012 Series A Bonds will receive the benefit of all funds
established under the 2007 Trust Agreement. The owners of the 2012 Series A Bonds will also
receive the benefit of all covenants and Additional Bonds requirements set forth under the 2007
Trust Agreement.
Section 102. Definitions and Interpretations.
(a) Use of "Here" as Prefix. In the 2007 Trust Agreement, words such as
"hereby ", "herein ", "hereof', "hereunder" or other such words in which "here" is used as a prefix
shall refer to the Trust Agreement unless the context otherwise requires.
(b) Terms. Unless otherwise defined in this Supplemental Trust Agreement,
or unless the context otherwise requires, the terms defined in the 2007 Trust Agreement shall
have the same meanings in this Supplemental Trust Agreement.
(c) Definition of Terms. The following terms have the following meanings in
this Supplemental Trust Agreement unless the context otherwise requires:
"2007 Series A Bonds" means the $15,095,007 Series A Bonds (Full Faith and Credit
Issue), dated December 1, 2007, issued pursuant to 2007 Trust Agreement.
-2-
"2007 Trust Agreement" means the Trust Agreement dated as of December 1, 2007
among the Issuer, the Town and the Trustee.
"2009 Series A Refunding Bonds" means the $13,175,000 Series A Refunding Bonds
(Full Faith and Credit Issue), dated March 13, 2009, issued pursuant to Section 201 of the 2009
Supplemental Trust Agreement.
"2009 Supplemental Trust Agreement" means the Supplemental Trust Agreement dated
as of March 13, 2009 among the Issuer, the Town and the Trustee.
"2012 Series A Bonds" means the $6,725,000 2012 Series A Bonds (Full Faith and
Credit Issue), dated February 23, 2012, issued pursuant to Section 201 of this Supplemental
Trust Agreement.
"2012 Series A Bondholder" means, as of any time, any registered owner of the 2012
Series A Bonds as shown in the register kept by the Trustee as bond registrar.
"Supplemental Trust Agreement" means this Supplemental Trust Agreement dated as of
February 23, 2012 among the Issuer, the Town and the Trustee.
"Trust Agreement" means the 2007 Trust Agreement, as amended and supplemented by
the 2009 Supplemental Trust Agreement and this Supplemental Trust Agreement.
"Trustee" means U.S. Bank National Association or its successor.
Any reference in this Supplemental Trust Agreement to the Issuer, the Trustee or the
Town shall include those which succeed to their functions, duties or responsibilities pursuant to
or by operation of law or which are lawfully performing their functions. Any reference in this
Supplemental Trust Agreement to any statute or law or chapter or section thereof shall include
all amendments, supplements or successor provisions thereto.
ARTICLE II.
The 2012 Series A Bonds
Section 201. Issuance of 2012 Series A Bonds. The 2012 Series A Bonds issued
hereunder shall be designated "Nantucket Islands Land Bank 2012 Series A Bonds (Full Faith
and Credit Issue) ". The 2012 Series A Bonds shall be issued in fully registered form in
denominations of $5,000 or integral multiples thereof, and shall be issued by means of a book -
entry system as described below. The 2012 Series A Bonds shall be substantially in the form set
forth in Exhibit A with such variations, omissions and insertions as are permitted or required
hereby. The 2012 Series A Bonds shall be dated, shall bear interest, shall mature, shall be
redeemable and shall be issued pursuant to such other terms as provided for by the resolution of
the Issuer authorizing this Supplemental Trust Agreement, and as more fully described in the
2012 Series A Bond form attached as Exhibit A and in the schedule of certain terms attached as
Exhibit B.
WE
The 2012 Series A Bonds will be issued by means of a book -entry system, with bond
certificates immobilized at The Depository Trust Company ( "DTC "). Transfer of ownership of
the 2012 Series A Bonds, if and for as long as DTC acts as securities depository therefor, shall be
made only through DTC and its participants in accordance with the rules and regulations
specified by DTC. Notwithstanding anything in this Agreement to the contrary, if and for as
long as DTC acts as securities depository therefor, notices of prepayment of the 2012 Series A
Bonds or any portion thereof shall be sent to DTC by first class mail not less than thirty days nor
more than sixty days prior to the date fixed for redemption.
In the event that (a) DTC determines not to continue to act as securities depository
therefor or (b) the Issuer determines that continuation of the book -entry system of evidence and
transfer of ownership of the 2012 Series A Bonds would adversely affect the interest of the
beneficial owners of such 2012 Series A Bonds, the Issuer will discontinue the book -entry
system with DTC. If the Issuer fails to identify another qualified depository to replace DTC, the
Trustee will authenticate and deliver replacement 2012 Series A Bonds in the form of fully
registered certificates.
Section 202. Delivery of Materials Pursuant to Section 303 of the 2007 Trust
Agreement. Prior to delivery by the Trustee of the 2012 Series A Bonds, there shall be filed with
the Trustee all of the materials required under Section 303 of the 2007 Trust Agreement.
ARTICLE III.
Prepayment of 2012 Series A Bonds before Maturity
Section 301. Prepayment of Principal. Principal of the 2012 Series A Bonds is subject
to prepayment as provided in Exhibits A and B.
Section 302. Notice of Prepayment of 2012 Series A Bond. Written notice of any
prepayment, stating the amount of principal of the 2012 Series A Bond to be prepaid and the
prepayment date, shall be given to the 2012 Series A Bondholder on behalf of the Issuer by the
Trustee by first class mail at least 30 days but not more than 60 days prior to the proposed
prepayment date provided that any defect or omission in the mailing of such notice to the holder
of any 2012 Series A Bond shall not affect the prepayment of any other Bond. If the 2012 Series
A Bonds are to be prepaid in whole, the notice shall direct that they be surrendered to the Trustee
for payment.
The 2012 Series A Bonds or portions thereof called for prepayment shall cease to bear
interest on the specified prepayment date provided sufficient funds to prepay such 2012 Series A
Bonds or portions thereof and to pay accrued interest thereon to the prepayment date are on
deposit with the Trustee at that time. Thereafter such 2012 Series A Bond or portion thereof
shall cease to be outstanding under this Agreement.
ARTICLE IV.
Rebate
Section 401. Rebate. The Issuer hereby covenants to pay any amount due under
Section 148(f) of the Internal Revenue Code of 1986 as amended.
ARTICLE V.
Representations and Agreements of Issuer
Section 501. Reaffirmation of the Issuer's Representations and Agreements. The Issuer
hereby confirms as of the date hereof (which is the date of original delivery of the 2012 Series A
Bonds) the representations, warranties and agreements made in Article 6 of the 2007 Trust
Agreement as such representations, warranties and agreements relate to the 2012 Series A Bonds
and the Trust Agreement.
Section 502. Debt Service Reserve Fund. Pursuant to Section 502A of the 2007 Trust
Agreement, the amount of the Series A Debt Service Reserve Fund Requirement will be
recalculated upon the issuance of Additional Bonds, The 2012 Series A Bonds are Additional
Bonds as defined in the 2007 Trust Agreement. Accordingly, upon the issuance of the 2012
Series A Bonds on February 23, 2012, the Series A Debt Service Reserve Fund Requirement is
recalculated to be $2,909,306.88.
ARTICLE VI.
Amendment of Supplemental Trust Agreement
Section 601. Amendments to Supplemental Trust Agreement Not Requiring Consent of
2012 Series A Bondholders. The parties may, without the consent of, or notice to, any of the
2012 Series A Bondholders, enter into agreements supplemental to this Supplemental Trust
Agreement and financing statements or other instruments evidencing the existence of a lien as
shall not, in their opinion, be inconsistent with the terms and provisions hereof for any one or
more of the following purposes:
(a) To cure any ambiguity, inconsistency or formal defect or omission in this
Supplemental Trust Agreement;
(b) To amend this Supplemental Trust Agreement to comply with the terms of
the 2007 Trust Agreement, including to comply with the requirements of Section 303 of the 2007
Trust Agreement; and
(c) To effect any other change in this Supplemental Trust Agreement which,
in the judgment of the Trustee and Bond Counsel, is not to the prejudice of the Trustee or the
holders of the 2012 Series A Bonds.
-5-
Section 602. Amendments to Supplemental Agreement Requiring Consent of 2012
Series A Bondholders. With the written approval of all 2012 Series A Bondholders, the parties
may execute and deliver supplemental agreements or waivers for the purpose of modifying,
altering, amending, adding to or rescinding or waiving (generally or in a particular circumstance)
any terms or provisions contained in this Supplemental Trust Agreement or in any Bond.
ARTICLE VII.
Miscellaneous
Section 701. Severability. In the event that any provision of this Supplemental Trust
Agreement shall be held to be invalid in any circumstance, such invalidity shall not affect any
other provision or circumstance.
Section 702. Captions; Index. The captions, headings and index in this Supplemental
Trust Agreement are for convenience only and in no way define or describe the scope or content
of any provision of this Supplemental Trust Agreement.
Section 703. Counterparts. This Supplemental Trust Agreement may be executed
simultaneously in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same indenture.
Section 704. Governing Law; Sealed Instrument. The validity and interpretation of this
Supplemental Trust Agreement and the 2012 Series A Bonds shall be governed by the laws of
The Commonwealth of Massachusetts. It is intended that this Supplemental Trust Agreement
shall have the effect of a sealed instrument.
Section 705. Agreements to Constitute Covenants. Words of agreement and promises
shall also constitute covenants.
M
IN WITNESS WHEREOF, the Issuer has caused this Supplemental Trust Agreement to
be executed and delivered in its name and behalf by its Chairman or Vice Chairman, the Town
has caused this Supplemental Trust Agreement to be executed and delivered by its Finance
Director or Treasurer, and to evidence its acceptance of the trusts hereby created, the Trustee has
caused this Supplemental Trust Agreement to be duly executed in its name and behalf by a Vice
President or Trust Officer all as of the date appearing on the first page hereof.
NANTUCKET ISLANDS LAND BANK
Attest:
By:
Secretary Title:
Attest: TOWN OF NANTUCKET
By:
Town Clerk Title:
(Town Seal)
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
By:
Title:
7-
\e ::
EXHIBIT A
[Form of 2012 Series A Bond]
UNITED STATES OF AMERICA
THE COMMONWEALTH OF MASSACHUSETTS
NANTUCKET ISLANDS LAND BANK
2012 SERIES A BOND
(FULL FAITH AND CREDIT ISSUE)
ORIGINAL ISSUE DATE:
DATE OF REGISTRATION:
MATURITY DATE:
INTEREST RATE:
INTEREST PAYMENT DATES: February 15 and August 15 (commencing August 15, 2012)
CUSIP NUMBER:
PRINCIPAL AMOUNT:
THIS 2012 SERIES A BOND DOES NOT CONSTITUTE A GENERAL OBLIGATION
OF THE ISSUER OR A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE
COUNTY OF NANTUCKET OR THE COMMONWEALTH OF MASSACHUSETTS OR
ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE TOWN OF NANTUCKET
BUT IS PAYABLE ONLY FROM THE FUNDS AND REVENUES PLEDGED FOR ITS
PAYMENT AND IS ADDITIONALLY SECURED BY A PLEDGE OF THE FULL FAITH
AND CREDIT OF THE TOWN OF NANTUCKET, ALL AS PROVIDED BY THE
ENABLING ACT AND THE TRUST AGREEMENT REFERRED TO BELOW.
1. Payment Provisions. The Nantucket Islands Land Bank (the "Issuer "), for value
received, promises to pay to CEDE & CO. or registered assigns or legal representatives (the
"Registered Owner ") (but only from the limited sources and in the manner hereinafter
described), the PRINCIPAL AMOUNT hereof on the Maturity Date hereof, unless redeemed
prior thereto as hereinafter provided, upon the presentation and surrender hereof at the corporate
trust office of U.S. Bank National Association in Boston, Massachusetts, as trustee, or its
successor, as trustee (herein called the "Trustee ") under a Trust Agreement dated as of
December 1, 2007, as amended and supplemented by a Supplemental Trust Agreement dated as
of March 13, 2009, and as further supplemented by a Supplemental Trust Agreement dated as of
, 2012, each among the Issuer, the Trustee and the Town of Nantucket,
A -1
Massachusetts (herein collectively called the "Agreement "), and to pay to the registered owner
hereof interest on such principal sum from the date hereof to the date of maturity or earlier
redemption of this 2012 Series A Bond at the rate per annum stated hereon, payable semi-
annually on the fifteenth days of February and August of each year, commencing August 15,
2012. Principal, premium, if any, and interest are payable in lawful money of the United States
of America.
The record date for payment of interest is the last business day of the month preceding
the date on which the interest is to be paid, provided that, with respect to overdue interest or
interest on any overdue amount, the Trustee may establish a special record date. The special
record date may be not more than twenty (20) days before the date set for payment. The Trustee
will mail notice of a special record date to the registered owners of the 2012 Series A Bonds (the
"Bondholders ") at least ten (10) days before the special record date. The Trustee will promptly
certify to the Issuer that it has mailed such notice to all Bondholders, and such certificate will be
conclusive evidence that such notice was given in the manner required hereby.
2. Description of 2012 Series A Bond Issue. This 2012 Series A Bond is one of an
issue of $6,725,000 aggregate principal amount of 2012 Series A Bonds (Full Faith and Credit
Issue) (collectively, the "2012 Series A Bonds ") issued under the Agreement. The proceeds of
the 2012 Series A Bonds will be used by the Issuer to purchase a golf course in Nantucket known
as the Old Sconset Golf Course, including costs incidental thereto and to the financing thereof.
The Series A Bonds are issued pursuant to and in full compliance with the Constitution and laws
of The Commonwealth of Massachusetts, including the Chapter 669 of the Acts of 1983, as
amended (the "Enabling Act "), and pursuant to the resolutions duly adopted by the Issuer, which
resolutions also authorize the execution and delivery of the Agreement.
The 2012 Series A Bonds, together with any Additional Bonds (as defined in the
Agreement) as may be issued on a parity therewith under the Agreement are to be equally and
ratably secured and entitled to the protection given by the Agreement. Reference is hereby made
to the Agreement for a description of the nature and extent of the security for the Series A
Bonds, the rights, duties and obligations and immunities of the Issuer, the Trustee and the
holders of the Series A Bonds and the terms upon which the Series A Bonds are or may be issued
and secured.
3. Registration of 2012 Series A Bonds in Book -Entry Only System. The 2012
Series A Bonds are being issued by means of a book entry system, with bond certificates
immobilized at The Depository Trust Company ( "DTC ") evidencing ownership of the 2012
Series A Bonds in principal amounts of $5,000 or integral multiples thereof, and with transfers of
beneficial ownership effected on the records of DTC and its participants pursuant to rules and
procedures established by DTC. Bond certificates are not available for distribution to the public.
The principal or prepayment price, if any, of and interest on this 2012 Series A Bond are payable
by the Trustee, as paying agent, to the Registered Owner of this 2012 Series A Bond, as nominee
of DTC. Transfer of principal, prepayment price, if any, and interest payments to participants of
DTC is the responsibility of DTC; transfer of principal, prepayment price, if any, and interest
payments to beneficial owners by participants of DTC will be the responsibility of such
participants and other nominees of beneficial owners. The Issuer and Trustee are not responsible
or liable for maintaining, supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.
A -2
In the event that (a) DTC determines not to continue to act as securities depository for the
2012 Series A Bonds or (b) the Issuer determines that continuation of the book entry system of
evidence and transfer of ownership would adversely affect the interests of the beneficial owners
of the 2012 Series A Bonds, the Issuer will discontinue the book entry system with DTC. If the
Issuer fails to identify another qualified securities depository to replace DTC, the Trustee will
authenticate and deliver replacement 2012 Series A Bonds in the form of fully registered
certificates.
This 2012 Series A Bond is transferable only upon the books of the Issuer which shall be
kept for such purpose by the Trustee, but only in a manner which will maintain immobilization
of bond certificates at one or more securities depositories. This 2012 Series A Bond may not be
transferred or exchanged in a manner which would involve the delivery of bond certificates to
the beneficial owners of 2012 Series A Bonds unless the book entry system has been
discontinued by the Issuer in accordance with the preceding paragraph, in which case
replacement 2012 Series A Bonds may be issued in accordance with law and such procedures as
the Issuer shall deem appropriate.
4. Mandatory Prepayment. The 2012 Series A Bonds of this issue maturing on
February 15, 2032 (the "Term Bond "), unless called for earlier redemption as provided below,
shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts
specified below, at a price equal to the principal amount to be redeemed (without premium) plus
accrued interest to the redemption date:
Term Bond due February 15, 2032
Principal
Date Amount
February 15, 2030 $395,000
February 15, 2031 405,000
February 15, 2032 (maturity) 420,000
The Issuer may purchase all or any portion of the Term Bond from any available funds at
a price not exceeding par and accrued interest. Any principal amount of the Term Bond
purchased and surrendered to the Paying Agent prior to December 15 in the year preceding a
year in which mandatory redemption is required for the Term Bond (unless previously applied as
a credit against a mandatory redemption requirement) shall be credited against the principal
amount required to be called and prepaid or paid on the following February 15.
5. Optional Prepayment. The 2012 Series A Bonds maturing on or prior to February
15, 2022 shall not be subject to prepayment prior to maturity. The 2012 Series A Bonds
maturing on and after February 15, 2023 shall be subject to prepayment on and after February
15, 2022 at the option of the Issuer, in whole or in part on any date and, if in part, by lot (but
only from the limited sources and in the manner herein described), at a price equal to the
principal amount to be redeemed (without premium), plus accrued interest to the prepayment
date.
In the event this 2012 Series A Bond is called for prepayment, notice will be sent by first
class mail not more than sixty (60) days nor less than thirty (30) days prior to the prepayment
date to the Registered Owner, as nominee of DTC. It will be the responsibility of DTC and its
participants to give notice of the prepayment to beneficial owners of this 2012 Series A Bond.
A -3
Failure to mail notice to the registered owner of any other 2012 Series A Bond, any defect in the
notice to such an owner, or failure by DTC and its participants to provide notice of prepayment
to the beneficial owners of this 2012 Series A Bond will not affect the prepayment of this 2012
Series A Bond. Notice of prepayment having been duly mailed, this 2012 Series A Bond, or the
portion called for prepayment, will become due and payable on the prepayment date at the
applicable prepayment price and, moneys for the prepayment having been deposited with the
Trustee, from and after the date fixed for prepayment interest on this 2012 Series A Bond (or
such portion) will no longer accrue.
Portions of the principal sum of this 2012 Series A Bond in the amount of five thousand
dollars ($5,000) or any multiple thereof may be prepaid. In the event of such a partial
prepayment, the identity of the beneficial owners whose beneficial interests in this 2012 Series A
Bond shall be redeemed and the amount of any such redemption shall be determined by DTC and
its participants by lot in such manner as DTC and its participants shall deem appropriate. If less
than all of the principal sum is to be prepaid, upon surrender of this 2012 Series A Bond to the
Trustee there will be issued to the Registered Owner, without charge, a new 2012 Series A Bond
for the principal sum not prepaid.
6. Tax Exemption. The Issuer hereby covenants that it will take all lawful action
necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended,
that must be satisfied subsequent to the issuance of the 2012 Series A Bonds in order that interest
on the 2012 Series A Bonds be and continue to be excluded from gross income for federal
income tax purposes and it will refrain from taking any action that would cause interest on the
2012 Series A Bonds to become included in gross income for federal income tax purposes.
7. Additional Provisions. The holder of this 2012 Series A Bond shall have no right
to enforce the provisions of the Agreement or to institute or appear in proceedings with respect to
the Agreement or its enforcement except as provided in the Agreement. Modifications or
alterations of the Agreement, or of any supplements thereto, may be made only as provided by
the Agreement.
The 2012 Series A Bonds shall not constitute the personal obligation, either jointly or
severally, of the members of the officers of the Issuer.
This 2012 Series A Bond shall not be valid or entitled to any security or benefit under the
Agreement until the certificate of authentication hereon shall have been signed by the Trustee.
IN WITNESS WHEREOF, the Issuer has caused this 2012 Series A Bond to be duly
executed by the manual or facsimile signature of its Chairman, and attested by the manual or
facsimile signature of its Secretary or Assistant Secretary. This 2012 Series A Bond is intended
to take effect as a sealed instrument.
Attest
Secretary
Nantucket Islands Land Bank
IN
A -5
Chairman
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This 2012 Series A Bond is one of an issue of $6,725,000 aggregate principal amount of
2012 Series A Bonds (Full Faith and Credit Issue) described in the aforementioned Agreement.
U.S. Bank National Association, as Trustee
Authorized Officer
W.
EXHIBIT B
Nantucket Islands Land Bank
$6,725,000 2012 Series A Bonds (Full Faith and Credit Issue)
1. Date of the Bonds — February 23, 2012
Principal Amount
2030
$395,000
2. Date of maturities — February 15
405,000
2032*
420,000
3. Years of maturities, principal amounts, and interest rates:
Year of Principal
Interest
Year of
Principal
Interest
Maturity Amount
Rate
Maturity
Amount
Rate
2013 $265,000
2.00%
2022
$ 335,000
3.00%
2014 265,000
2.00
2023
345,000
2.00
2015 270,000
3.00
2024
350,000
2.00
2016 280,000
3.00
2025
360,000
2.00
2017 290,000
3.00
2026
365,000
2.00
2018 295,000
3.00
2027
370,000
2.125
2019 305,000
3.00
2028
380,000
2.20
2020 315,000
3.00
2029
390,000
2.30
2021 325,000
3.00
2032
1,220,000
2.60
4. Optional Redemption —
The 2012 Series A Bonds maturing on or prior to February 15, 2022 shall not be subject
to prepayment prior to maturity. The 2012 Series A Bonds maturing on and after February 15,
2023 shall be subject to prepayment on and after February 15, 2022 at the option of the Land
Bank, in whole or in part on any date and, if in part, by lot (but only from the limited sources and
in the manner described in the Trust Agreement), at a price equal to the principal amount to be
redeemed (without premium), plus accrued interest to the prepayment date.
5. Mandatory Redemption —
The 2012 Series A Bonds maturing February 15, 2032 shall be subject to mandatory
redemption at par, plus accrued interest to the redemption date, on February 15 of each of the
following years and in the following principal amounts:
* Final maturity.
BOS 111 12675159.2
Year
Principal Amount
2030
$395,000
2031
405,000
2032*
420,000
M.
AMENDED AND RESTATED AGREEMENT AS TO WORKING
CAPITAL RESERVE ACCOUNT
THIS AGREEMENT is made as of February 23, 2012 by and between the Nantucket
Islands Land Bank (the "Land Bank ") and the Town of Nantucket, Massachusetts (the "Town ")
RECITALS
In order to enable the Land Bank to issue on reasonable terms its bonds (a) to pay for the
acquisition by purchase, eminent domain or otherwise by the Land Bank Commission of land or
interests in land for the purposes of the Land Bank, (b) to refund all or a portion of the
outstanding amounts of any prior Land Bank borrowings, and (c) to fund any debt service reserve
or reserves that may be required in connection with such financing, the Town passed a vote at
the 2007 Annual Town Meeting (the "2007 Town Vote "), which authorized the pledging of the
full faith and credit of the Town to secure the payment of bonds or notes of the Land Bank up to
a maximum aggregate principal amount of $35,000,000. In accordance with the 2007 Town
Vote and proceedings of the Land Bank Commission, the Land Bank is issuing on this date
$6,725,000 aggregate principal amount of its 2012 Series A Bonds (Full Faith and Credit Issue)
(the "2009 Series A Bonds ") and, pursuant to the Trust Agreement dated as of December 1, 2007
(the "2007 Trust Agreement"), as amended and supplemented by the Supplemental Trust
Agreement dated as of March 13, 2009 (the "2009 Supplemental Trust Agreement "), as further
supplemented by the Supplemental Trust Agreement dated as of February 23, 2012 (the
"Supplemental Trust Agreement ", and collectively with the 2007 Trust Agreement and the 2009
Supplemental Trust Agreement, the "Trust Agreement "), each among the Land Bank, the Town
and U.S. Bank National Association, as Trustee (the "Trustee "), the Town has pledged the full
faith and credit of the Town to secure the due payment of the principal of, premium, if any, and
interest on the 2012 Series A Bonds, to the extent provided in the Trust Agreement.
The Land Bank and the Town agree that this Agreement shall constitute the
Memorandum of Understanding required by the 2007 Town Vote.
In consideration of the premises and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
COVENANTS AND AGREEMENTS
Section 1. Working Capital Reserve Account. The Land Bank has establish with the
County Treasurer a separate account of the Nantucket Islands Land Bank Fund (the "Land Bank
Fund ") established under Section 8 of Chapter 669 of the Acts of 1983 as amended (the
"Enabling Act "), designated the "Working Capital Reserve Account" (the "Reserve Account ").
The Land Bank Commission shall cause moneys in the Land Bank Fund to be deposited in the
Reserve Account at such times and in such amounts as it shall decide in its sole discretion.
Except as provided in Section 2 of this Agreement, the moneys deposited in the Reserve Account
may be used for any purpose for which moneys in the Land Bank Fund generally may be used;
provided, however, that no such moneys may be expended without the prior written consent of
the Selectmen of the Town for any purpose other than (i) payments of debt service on the 2012
Series A Bonds or on any other bonds or obligations issued by the Land Bank and secured under
the Trust Agreement (the "Secured Bonds "), or (ii) other payments required to be made from the
Land Bank Fund under the Trust Agreement for which no other moneys of the Land Bank are
available.
Section 2. Covenant with Respect to Acquisitions. So long as any 2012 Series A
Bonds or any other Secured Bonds remain outstanding, the Land Bank shall not use or commit
any of its Unrestricted Revenues (as defined in the Trust Agreement) or incur any indebtedness
for the purpose of acquiring any real property or interests in real property, unless there is on
deposit in the Reserve Account before and immediately after such acquisition an amount equal to
(i) the maximum amount of principal and sinking fund requirements, if any, and interest due in
the next succeeding twelve months on all outstanding 2012 Series A Bonds or any other Secured
Bonds and any additional guaranteed indebtedness described in Section 4, (ii) less the amount on
deposit in the Series A Debt Service Reserve Fund established pursuant to the Trust Agreement.
Section 3. Subordination of Future Indebtedness. So long as there shall remain
outstanding any of the 2012 Series A Bonds or any other Secured Bonds, the Land Bank shall not
incur any other secured indebtedness, except for guaranteed indebtedness described in Section 4,
unless the lien created by such indebtedness in the Pledged Receipts (as defined in the Trust
Agreement) is expressly subordinate in right of interest to the liens created by the 2012 Series A
Bonds and the other Secured Bonds.
Section 4. Future Guaranteed Indebtedness. The Land Bank shall use the proceeds of
all indebtedness incurred in the future for the payment of which the full faith and credit of the
Town is pledged pursuant to the 2007 Town Vote solely for the purpose of making debt service
payments on indebtedness of the Land Bank or for the purpose of meeting other contractual
obligations of the Land Bank in existence on the date hereof.
Section 5. Financial Statements and Information. The Land Bank shall submit
audited financial statements to the Town annually and shall submit unaudited financial
statements within 60 days after the end of each fiscal year. The Land Bank will promptly furnish
to the Town copies of all other financial reports, budgets and similar information issued by it for
general availability and will furnish such other information on the financial condition and affairs
of the Land Bank as the Town may reasonably request from time to time.
Section 6. Operating Expenses. For each fiscal year subsequent to any fiscal year in
which the Town has made payments to the Land Bank under Section 4C of the Enabling Act, the
Land Bank will not incur operating expenses of more than $100,000 annually without the consent
of the Selectmen, until the Town has received full reimbursement for all such payments. For the
remainder of the fiscal year in which the Town makes any such payment, the Land Bank will not
increase its operating expenses.
Section 7. Legal Proceedings. If the Land Bank shall fail to observe or perform any
covenant, agreement or provision contained in this Agreement, the Town may take such legal
proceedings as may be required to compel full performance by the Land Bank of its obligations
ON
hereunder, but this Agreement shall not be construed to affect the validity or enforceability of the
Trust Agreement and the Town's pledge of its full faith and credit to secure the 2012 Series A
Bonds or any other Secured Bonds or to limit the right of any owner of the 2012 Series A Bonds
or any other Secured Bonds to enforce and protect its rights with respect to the 2012 Series A
Bonds or any other Secured Bonds by any available legal proceedings.
Section 8. Amendment. This Agreement may not be altered, modified or amended
except by an instrument in writing executed by the authorized representative of each party.
Section 9. Prior Agreement. This Agreement amends, restates and replaces the
Amended and Restated Agreement as to Working Capital Reserve Account dated as of March 13,
2009 by and between the Land Bank and the Town (the "2009 Amended and Restated Agreement
as to Working Capital Reserve Account ") and such 2009 Amended and Restated Agreement as to
Working Capital Reserve Account is hereby terminated and replaced in all respects, except with
respect to the establishment of the Reserve Account in Section 1 of the 2009 Amended and
Restated Agreement as to Working Capital Reserve Account, by this Agreement.
Section 10. Severability. In the event that any provision of this Agreement shall be
held to be invalid in any circumstance, such invalidity shall not affect any other provision or
circumstance.
Section 11. Governing Law. The validity and interpretation of this Agreement shall be
governed by the laws of The Commonwealth of Massachusetts. It is intended that this
Agreement shall have the effect of a sealed instrument.
IN WITNESS WHEREOF, the Land Bank and the Town have caused this Agreement to
be executed and delivered by their duly authorized officers, all as of the twenty -third day of
February, 2012.
NANTUCKET ISLANDS LAND BANK
am
Title: Chairman,
Nantucket Islands Land Bank
TOWN OF NANTUCKET, MASSACHUSETTS
C
BOS 111 12675398.1
Title: Treasurer
Draft 1/31/2012
Nantucket Islands Land Bank, Massachusetts
Post - Issuance Tax Compliance Procedures
For Tax - Exempt Obligations and Other Tax - Benefited Obligations
I. Introduction
These post- issuance compliance procedures of the Nantucket Islands Land Bank, Massachusetts
(the "Land Bank ") are designed to provide for the effective management of the Land Bank's post
bond issuance compliance program for tax - exempt and other tax - benefited bonds in a manner
consistent with state and federal laws applicable to such obligations.
II. Post - Issuance Tax Compliance
The Administrator /Fiscal Officer of the Land Bank shall be the primary bond compliance officer
responsible for each issuance by the Land Bank of tax- exempt (or otherwise tax - benefited) bonds,
notes, financing leases, or other obligations (herein, collectively referred to as "bonds "). All
information related to each bond issue and the facilities, equipment and other assets financed by
such issue shall be maintained by or on behalf of the Administrator/Fiscal Officer and the actions
taken under subsections A through C of this Section II shall be taken by or on behalf of the
Administrator /Fiscal Officer by the Administrator /Fiscal Officer or such other officers or
employees of the Land Bank as appropriate, including but not limited to, the Administrator /Fiscal
Officer, the Treasurer and the Accountant.
A. Tax Certificate and Continuing Education
1. Tax Certificate - A Tax Certificate is prepared for each issuance of Bonds. Immediately
upon issuing any bonds, the Administrator/Fiscal Officer, in conjunction with the Land
Bank's bond counsel and financial advisor, shall review the Tax Certificate and make
notes regarding specific compliance issues for such bond issue on the Post - Issuance
Compliance Notes form at Exhibit A. The Tax Certificate and Notes shall clearly define
the roles and responsibilities relating to the ongoing compliance activities for each bond
issue and will identify specific compliance requirements.
2. Continuing Education - The Administrator /Fiscal Officer will actively seek out advice of
bond counsel on any matters that appear to raise ongoing compliance concerns and may
attend or participate in seminars, teleconferences, etc. sponsored by organizations such as
the Massachusetts Collector- Treasurer Association and the Massachusetts Government
Finance Officers Association that address compliance issues and developments in the
public finance bond arena. In addition, national organizations such as the Securities
Industry and Financial Markets Association (SIFMA) and the National Association of
Bond Lawyers (NABL) offer numerous training opportunities and materials which may be
useful to the Administrator /Fiscal Officer.
B. Tax - Exempt Bonds Compliance Monitoring
1. Restrictions against Private Use — The Administrator/Fiscal Officer will continuously
monitor the expenditure of bond proceeds and the use of facilities or equipment financed
or refinanced with bonds to ensure compliance with Section 141 of the Internal Revenue
Code (the "Code ") which generally establishes limitations on the use of bond - financed
facilities by non -state or local governmental entities, such as individuals using bond -
financed assets on a basis other than as a member of the general public, corporations and
the federal government and its agencies and instrumentalities.
BOS 111 12672683.1
a. Use of Bond Proceeds — the Administrator/Fiscal Officer will monitor and maintain
records with respect to expenditures to ensure that bond proceeds are being used on
capital expenditures for governmental purposes in accordance with the bond
documents and document the allocation of all bond proceeds. Such monitoring is
required not only for tax - exempt bonds, but also for tax credit bonds.
b. Use of the Bond - Financed Facility or Equipment
i. Equipment assets financed with bonds will be listed in a schedule for each
bond issue, which schedule may be included in the Tax Certificate. Equipment
assets generally are not to be disposed of prior to the earlier of (a) the date the
bonds and all subsequent refandings of such bonds are fully paid, or (b) the end
of the useful life of such equipment. The Administrator /Fiscal Officer will
maintain the list of all bond - financed equipment for each bond issue, together
with the equipment's expected useful life.
ii. Constructed or acquired assets financed with bonds — in order to ensure that
assets constructed or acquired using bond proceeds, such as infrastructure assets,
are not leased, sold or disposed of prior to the end of the term of the bonds and of
all subsequent refundings of such bonds:
• Any asset constructed or acquired with bond proceeds shall be flagged in
the Land Bank's records, and
• These projects will be monitored by the Administrator /Fiscal Officer.
iii. If there is any proposal to change the use of a bond - financed facility from a
governmental purpose to a use in which a private entity may have the use or
benefit of such a facility on a basis that is different from the rest of the general
public, the Administrator /Fiscal Officer will consult with bond counsel rp for to
the occurrence of the proposed change in use.
2. Qualification for Initial Temporary Periods and Compliance with Restrictions against
Hedge Bonds
a. Expectations as to Expenditure of "New Money" Bond Proceeds
In order to qualify under the arbitrage rules for an initial temporary period of 3
years for "new money" issues during which bond proceeds can be invested
without regard to yield (but potentially subject to rebate), the Land Bank must
reasonably expect to spend at least 85% of "spendable proceeds" by the end of
the temporary period. In general under Code Section 149, in order to avoid
classification of an issue of bonds as "hedge bonds," the Land Bank must both
(x) reasonably expect to spend 85% of the "spendable proceeds" of the bond
issue within the 3 year period beginning on the date the bonds are issued and
(y) invest not more than 50% of the proceeds of the issue in investments
having a substantially guaranteed yield for 4 years or more. These
expectations have been documented for the Land Bank's outstanding bond
issues in the tax certificates executed in connection with each bond issue.
ii. If, for any reason, the Land Bank's expectations concerning the period over
which the bond proceeds are to be expended change from what was
documented in the applicable tax certificate, the Administrator /Fiscal Officer
will consult with bond counsel.
2
BOS 111 12672683.1
b. Project Draw Schedule Compliance Monitoring — While there are unspent proceeds
of a bond issue, the Administrator /Fiscal Officer will compare and analyze the original
anticipated project draw schedule and the actual expenditure payouts and
reimbursements on each bond - financed project on an annual or more frequent basis.
The purpose of this analysis is to determine the variances from the original expected
draw schedule for each project and to document the reasons for these variances to
provide a continual record on the spending progress of each bond - financed project.
Factors relevant to the analysis include unexpected delays in the project timelines,
extreme weather, contract time extensions due to unexpected events, supplemental
agreements and any other factor with a potential to impact the progress or completion
of the projects. Generally, there should be no effect on the tax - exempt status of the
bonds under either the temporary period rules or the hedge bond rules if the actual
disbursements do not meet the original project draw schedule, unless circumstances
surrounding the actual events cast doubt on the reasonableness of the stated
expectations on the issuance date. Therefore, it is important for the
Administrator /Fiscal Officer to update the progress of each project at least annually,
and consult with bond counsel as to any variance from the original schedule.
c. Bond Proceeds Expenditure Schedule Compliance Monitoring — While there are
unspent proceeds of bonds, the Administrator /Fiscal Officer will compare and analyze
the bond proceeds expenditure schedule and the actual investment earnings on each
project on an annual or more frequent basis. The purpose of this analysis is to
determine any variances from the expected expenditure schedule and to document the
reasons for these variances.
3. Arbitrage Rebate Compliance
a. Bonds may lose their tax - favored status, retroactive to the date of issuance, if they do
not comply with the arbitrage restrictions of section 148 of the Code. Two general
sets of requirements under the Code must be applied in order to determine whether
governmental bonds are arbitrage bonds: the yield restriction requirements of section
148(a) and the rebate requirements of section 148(f).
b. Yield Restriction Requirements. The yield restriction requirements provide, in
general terms, that gross proceeds of a bond issue may not be invested in investments
earning a yield higher than the yield of the bond issue, except for investments (i)
during one of the temporary periods permitted under the regulations (including the
initial three year temporary period described above), (ii) in a reasonably required
reserve or replacement fund or (iii) in an amount not in excess of the lesser of 5% of
the sale proceeds of the issue or $100,000 (the "minor portion "). Under limited
circumstances, the yield on investments subject to yield restriction can be reduced
through payments to the IRS known as "yield reduction payments." The Tax
Certificate will identify those funds and accounts associated with a particular issue of
bonds known, as of the date of issuance, to be subject to yield restriction.
c. Rebate Requirements
i. If, consistent with the yield restriction requirements, amounts treated as bond
proceeds are permitted to be invested at a yield in excess of the yield on the
bonds (pursuant to one of the exceptions to yield restriction referred to above),
rebate payments may be required to be made to the U. S. Treasury. Under the
applicable regulations, the aggregate rebate amount is the excess of the future
BOS 111 12672683.1
value of all the receipts from bond funded investments over the future value of
all the payments to acquire such investments. The future value is computed as
of the computation date using the bond yield as the interest factor. At least 90%
of the rebate amount calculated for the first computation period must be paid no
later than 60 days after the end of the first computation period. The amount of
rebate payments required for subsequent computation periods (other than the
final period) is that amount which, when added to the future value of prior
rebate payments, equals at least 90% of the rebate amount. For the final
computation period, 100% of the calculated amount must be paid. Rebate
exceptions and expectations are documented for each bond issue in the tax
certificate executed at the time of such bond issue.
ii. While there are unspent proceeds of bonds, the Land Bank will engage an
experienced independent rebate analyst to annually calculate any rebate
that may result for that year and annually provide a rebate report to the
Administrator /Fiscal Officer. Bond counsel can assist with referrals to
qualified rebate analysts.
d. Timing of Rebate Payments
The Administrator/Fiscal Officer will work with the rebate analyst to ensure the proper
calculation and payment of any rebate payment and/or yield- reduction payment at the
required time:
i. First installment due no later than 60 days after the end of the fifth anniversary
of each bond issuance;
ii. Succeeding installments at least every five years;
iii. Final installment no later than 60 days after retirement of last bond in the issue. I
4. Refunding Requirements
a. Refunded Projects. The Administrator /Fiscal Officer will maintain records of all
bond financed assets for each bond issue, including assets originally financed with a
refunded bond issue.
b. Yield Restriction. The Administrator /Fiscal Officer will work with its financial
advisor and bond counsel to maintain records of allocation of bond proceeds for current
and advance refundings of prior bond issues to ensure that such bond proceeds are
expended as set forth in the applicable tax certificate executed at the time the refunding
bonds are issued. Any yield restricted escrows will be monitored for ongoing compliance.
C. Record Retention
1. Section 6001 of the Code provides the general rule for the proper retention of records for
federal tax purposes. The IRS regularly advises taxpayers to maintain sufficient records to
support their tax deductions, credits and exclusions. In the case of a tax - exempt bond
transaction, the primary taxpayers are the bondholders. In the case of other tax benefited
bonds, such as "build America bonds" or "recovery zone economic development bonds ",
the Land Bank will be treated as the taxpayer. In order to ensure the continued exclusion
of interest to such bondholders, it is important that the Land Bank retain sufficient records
to support such exclusion.
Generally, rebate payments must be paid not later than 60 days after retirement of the last bond in the issue.
4
BOS 111 12672683.1
2. In General
a. All records associated with any bond issue shall be stored electronically or in hard
copy form at the Land Bank's offices or at another location conveniently accessible to
the Land Bank.
b. The Administrator /Fiscal Officer will ensure that the Land Bank provides for
appropriate storage of these records.
c. If storing documents electronically, the Land Bank shall conform with Rev. Proc. 97-
22, 1997 -1 C.B. 652 (as the same may be amended, supplemented or superseded),
which provides guidance on maintaining books and records by using an electronic
storage system. Bond counsel can furnish a copy of this Revenue Procedure if needed.
3. Bonds - The Land Bank shall maintain the bond record as defined in this section for the
longer of the life of the bonds plus 6 years or the life of refunding bonds (or series of
refunding bonds) which refunded the bonds plus 6 years. The bond record shall
include the following documents:
a. Pre - Issuance Documents
i. Guaranteed Investment Contracts ( "GICs') and Investments (other than
Treasury's State and Local Government Series Securities, "SLGs') — if
applicable, the Administrator /Fiscal Officer shall retain all documentation
regarding the procurement of each GIC or other investment acquired on or before
the date of bond issuance, including as applicable the request for bids, bid sheets,
documentation of procurement method (i.e., competitive vs. negotiated), etc. If
investments other than SLGs are used for a defeasance escrow, the documentation
should include an explanation of the reason for the purchase of open market
securities and documentation establishing the fair value of the securities and
compliance with safe harbor bidding rules. If SLGs are purchased, a copy of the
final subscription shall be maintained.
ii. Project Draw Schedule — the Administrator /Fiscal Officer shall retain all
documentation and calculations relating to the draw schedule used to meet the
"reasonable expectations" test and use of proceeds tests (including copies of
contracts with general and sub - contractors or summaries thereof).
iii. Issue Sizing — the Administrator /Fiscal Officer shall maintain a copy of all
financial advisor's or underwriter's structuring information.
iv. Bond Insurance — if procured by the Land Bank, the Administrator/Fiscal Officer
shall maintain a copy of insurance quotes and calculations supporting the cost
benefit of bond insurance, if any.
v. Costs of Issuance documentation — the Administrator /Fiscal Officer shall retain
all invoices, payments and certificates related to costs of issuance of the bonds.
b. Issuance Documents
i. The Administrator /Fiscal Officer shall retain the bound bond transcript delivered
from bond counsel.
c. Post - Issuance Documents
i. Post - Issuance Guaranteed Investment Contracts and Investments (Other than
SLGs) — the Administrator /Fiscal Officer shall retain all documentation regarding
BOS 111 12672683.1
the procurement of any GIC or other investment acquired after bond issuance,
including as applicable the request for bids, bid sheets, documentation of
procurement method (i.e., competitive vs. negotiated), etc. If investments other
than SLGs are used for a defeasance escrow, the documentation should include an
explanation of the reason for the purchase of open market securities and
documentation establishing the fair value of the securities and compliance with
safe harbor bidding rules.
ii. Records of Investments- shall be retained by the Administrator /Fiscal Officer.
iii. Investment Activity Statements -shall be retained by the Administrator /Fiscal
Officer.
iv. Records of Expenditures— the Administrator /Fiscal Officer shall maintain or shall
cause to be maintained all invoices, etc. relating to equipment purchases and
constructed or acquired projects, either electronically or in hard copy.
v. Records of Compliance
• Qualification for Initial Temporary Periods and Compliance with
Restrictions Against Hedge Bond Documentation — the Administrator/Fiscal
Officer shall prepare the annual analysis described in Section II(B)(2) above and
maintain these records.
• Arbitrage Rebate Reports — may be prepared by the Administrator /Fiscal
Officer or a third party as described in section II (13)(3) of this document and
retained by the Administrator/Fiscal Officer.
• Returns and Payment — shall be prepared at the direction of the
Administrator /Fiscal Officer and filed as described in Section II(B)(3) of this
document.
• Contracts under which any bond proceeds are spent (consulting engineering,
acquisition, construction, etc.) - the Administrator/Fiscal Officer shall obtain
copies of these contracts and retain them for the bond record.
d. General
i. Audited Financial Statements —the Administrator /Fiscal Officer will maintain
copies of the Land Bank's annual audited Financial Statements.
ii. Reports of any prior IRS Examinations —the Administrator /Fiscal Officer will
maintain copies of any written materials pertaining to any IRS examination of the
Land Bank's bonds.
III. Voluntarily Correcting Failures to Comply with Post - Issuance Compliance Activities
If, in the effort to exercise due diligence in complying with applicable federal tax laws, a potential
violation is discovered, the Land Bank may address the violation through the applicable method
listed below. The Land Bank should work with its bond counsel to determine the appropriate way
to proceed.
A. Taking remedial actions as described in Section 141 of the Internal Revenue Code
6
BOS 111 12672683.1
B. Utilizing the Voluntary Closing Agreement Program (VCAP) - Section 7.2.3 of the
Internal Revenue Manual establishes the voluntary closing agreement program for tax - exempt
bonds (TEB VCAP) whereby issuers of tax - exempt bonds can resolve violations of the Internal
Revenue Code through closing agreements with the Internal Revenue Service.
IV. Post Issuance Tax Compliance Procedures Review
The Administrator /Fiscal Officer shall review these procedures at least annually, and implement
revisions or updates as deemed appropriate, in consultation with bond counsel.
7
BOS 111 12672683.1
Exhibit A
POST ISSUANCE COMPLIANCE NOTES
[Name of Bonds]
Transaction Parties
Overall Responsible Party for Debt Management Activities
Bond Counsel
Paying Agent
Rebate Specialist
Other
A -1
BOS 111 12672683.1
CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the "Disclosure Agreement ") is executed and
delivered by the Town of Nantucket, Massachusetts (the "Town ") and the Nantucket Islands
Land Bank (the "Issuer ") in connection with the issuance of the Issuer's $6,725,000 2012 Series
A Bonds (Full Faith and Credit Issue) (the "Bonds "). The Bonds are being issued, and the debt
service payments thereon are being guaranteed by the Town, pursuant to the Trust Agreement
dated as of December 1, 2007, as amended and supplemented by a Supplemental Trust
Agreement dated March 13, 2009, and as further supplemented by a Supplemental Trust
Agreement dated February 23, 2012 (collectively, the "Trust Agreement "), each among the
Issuer, the Town and U.S. Bank National Association, as Trustee (the "Trustee "). The Town and
the Issuer covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Town and the Issuer for the benefit of the Owners of the Bonds
and in order to assist the Participating Underwriter in complying with the Rule. The Town and
the Issuer acknowledge that the Issuer has undertaken a separate continuing disclosure obligation
with respect to the Bonds pursuant to its Continuing Disclosure Certificate dated the date hereof
under which it assumes responsibility for providing all reports, notices and disclosures related to
the Bonds, including any such reports, notices and disclosures required with respect to the Town
as an "obligated person" under the Rule. In order to assist the Issuer in satisfying its obligation
under its Continuing Disclosure Certificate, the Town has undertaken in this Disclosure
Agreement to provide to the Issuer those reports, notices and disclosures relating to the Town
that the Issuer is required to provide under its Continuing Disclosure Certificate. The Town,
however, has undertaken no responsibility with respect to any reports, notices or disclosures
provided or required under the Issuer's Continuing Disclosure Certificate, and has no liability to
any person, including any Owner of the Bonds, with respect to any such reports, notices or
disclosures, with the exception of its liability to the Issuer pursuant to this Disclosure Agreement.
SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement,
which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined
in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Town pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Agreement.
"Disclosure Representative" shall mean the Finance Director or Treasurer of the Town or
his or her designee, or such other person as the Town shall designate in writing to the Land Bank
and Trustee from time to time.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
"MSRB" shall mean the Municipal Securities Rulemaking Board as established pursuant
to Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the
functions of the MSRB contemplated by this Disclosure Certificate. Filing information relating
to the MSRB is set forth in Exhibit A attached hereto.
"Owners of the Bonds" shall mean the registered owners, including beneficial owners, of
the Bonds.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with the offering of the Bonds.
"Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
SECTION 3. Provision of Annual Reports.
(a) The Town shall, not later than 270 days after the end of the Town's fiscal year,
provide to the Issuer an Annual Report which is consistent with the requirements of Section 4 of
this Disclosure Agreement. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may cross - reference other information as
provided in Section 4 of this Disclosure Agreement; provided that the audited financial
statements of the Town may be submitted, when available, separately from the balance of the
Annual Report.
(b) If by 15 business days prior to the date specified in subsection (a) for providing
the Annual Report to the Issuer, the Issuer has not received a copy of the Annual Report, the
Issuer shall contact the Disclosure Representative to determine if the Town is in compliance with
subsection (a).
(c) If the Issuer is unable to provide the Town's Annual Report to the MSRB by the
date required in subsection (a), the Issuer shall send a notice to the MSRB in substantially the
form attached as Exhibit B, and shall also provide a copy of such notice to the Town and the
Trustee.
SECTION 4. Content of Annual Reports. The Town's Annual Report shall contain or
incorporate by reference the following:
(a) Quantitative information for the preceding fiscal year of the type presented in the
Issuer's Official Statement dated February 23, 2012 relating to the Bonds under the heading
"THE TOWN OF NANTUCKET, MASSACHUSETTS ", regarding (i) the revenues and
expenditures of the Town relating to its operating budget, (ii) capital expenditures, (iii) fund
balances, (iv) property tax information, (v) outstanding indebtedness and overlapping debt of the
Town, and (vi) pension obligations of the Town.
(b) The most recently available audited financial statements of the Town, prepared in
accordance with generally accepted accounting principles, with certain exceptions permitted by
the Massachusetts Uniform Municipal Accounting System promulgated by the Department of
Revenue of the Commonwealth.
Any or all of the items listed above may be incorporated by reference from other documents,
including official statements of debt issues with respect to which the Town is an "obligated
person" (as defined by the Rule), which (i) are available to the public on the MSRB internet
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website or (ii) have been filed with the Securities and Exchange Commission. The Town shall
clearly identify each such other document so incorporated by reference.
SECTION 5. Reporting of Significant Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of the
following events with respect to the Bonds, to the extent known by the Town or Issuer as
applicable:
1. Principal and interest payment delinquencies.
2. Non- payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -
TEB) or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax - exempt status of the Bonds.
7. Modifications to rights of the Owners of the Bonds, if material.
8. Bond calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution or sale of property securing repayment of the Bonds, if
material.
11. Rating changes.
12. The consummation of a merger, consolidation, or acquisition involving the Town
or the sale of all or substantially all of the assets of the Town, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material.
13. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
(b) Upon the occurrence of a Listed Event, the Town shall, in a timely manner not in
excess of five (5) business days after the occurrence of the event, notify the Issuer in writing and
within ten (10) business days after the occurrence of the event, file a notice of such occurrence
with the MSRB.
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(c) If the Issuer has been informed by the Town of the occurrence of a Listed Event,
and if the Issuer determines that such Listed Event is material or required to be disclosed under
applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with
the MSRB, and shall provide a copy of that notice to the Town and the Trustee.
SECTION 6. Transmission of Information and Notices. Unless otherwise required by
law, all notices, documents and information provided to the Issuer and the MSRB shall be
provided in electronic format as prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The Town's obligations under this
Disclosure Agreement shall terminate upon the legal defeasance in accordance with the terms of
the Trust Agreement and the Bonds, prior redemption or payment in full of all of the Bonds. If
such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of
such termination in the same manner as for a Listed Event under Section 5(b).
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Town and the Issuer may amend this Disclosure Agreement and any
provision of this Disclosure Agreement may be waived if such amendment or waiver is permitted
by the Rule, as evidenced by an opinion of counsel expert in federal securities law, which may
also include bond counsel to the Issuer, to the effect that such amendment or waiver would not
cause the Disclosure Agreement to violate the Rule. The first Annual Report filed after
enactment of any amendment to or waiver of this Disclosure Agreement shall explain, in
narrative form, the reasons for the amendment or waiver and the impact of the change in the type
of information being provided in the Annual Report.
If the amendment provides for a change in the accounting principles to be followed in
preparing financial statements, the Annual Report for the year in which the change is made shall
include a comparison between the financial statements or information prepared on the basis of
the new accounting principles and those prepared on the basis of the former accounting
principles. The comparison shall include a qualitative discussion of the differences in the
accounting principles and the impact of the change in the accounting principles on the
presentation of the financial information in order to provide information to investors to enable
them to evaluate the ability of the Town to meet its obligations. To the extent reasonably
feasible, the comparison shall also be quantitative. A notice of the change in the accounting
principles shall be sent to the MSRB and the Issuer.
SECTION 9. Default. In the event of a failure of the Town or the Issuer to comply with
any provision of this Disclosure Agreement, either party may seek a court order for specific
performance by the other of its obligations under this Disclosure Agreement. A default under
this Disclosure Agreement shall not be deemed an Event of Default under the Trust Agreement
or the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of
the Town or Issuer to comply with this Disclosure Agreement shall be an action for specific
performance of the defaulting party's obligations hereunder and not for money damages in any
amount.
M
SECTION 10. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Issuer and the Town and shall create no rights in any other person or entity.
SECTION 11. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
SECTION 12. Notices. Unless otherwise expressly provided, all notices to the Issuer and
the Town shall be in writing and shall be deemed sufficiently given if sent by registered or
certified mail, postage prepaid, or delivered during a Business Day to such parties at the address
specified in Section 1104 of the Trust Agreement, or, as to all of the foregoing, to such other
address as the addressee shall have indicated by prior written notice to the one giving notice.
SECTION 13. Governing Law. This instrument shall be governed by the laws of The
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have caused this Disclosure Agreement to be duly
executed under seal all as of the date hereof.
Date: February 23, 2012 TOWN OF NANTUCKET, MASSACHUSETTS
Treasurer
NANTUCKET ISLANDS LAND BANK
am
Chairman,
Nantucket Islands Land Bank Commission
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EXHIBIT A
Filing information relating to the Municipal Securities Rulemaking Board is as follows:
Municipal Securities Rulemaking Board
http: / /emma.msrb.org
A -1
EXHIBIT B
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Nantucket Islands Land Bank
Name of Issue: $6,725,000 2012 Series A Bonds (Full Faith and Credit Issue)
Date of Issuance: February 23, 2012
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above -named Bonds as required by the Continuing Disclosure Certificate of the
Issuer dated February 23, 2012. The Issuer anticipates that the Annual Report will be filed by
Dated:
cc: Town of Nantucket, Massachusetts
BOS 111 12676782.1
M.
NANTUCKET ISLANDS LAND BANK,
C
(Please Note: The following certificate is an essential part of the permanent record and
creates ongoing obligations of the Issuer. Please read it carefully before signing. Advise
Edwards Wildman Palmer LLP of any inaccuracy.)
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and
delivered by the Nantucket Islands Land Bank, Massachusetts (the "Issuer ") in connection with
the issuance of its $6,725,000 2012 Series A Bonds dated February 23, 2012 (the "Bonds "),
being issued pursuant to a Trust Agreement, as amended and supplemented (the "Trust
Agreement ") dated as of December 1, 2007 among the Issuer, the Town of Nantucket,
Massachusetts (the "Town "), and U.S. Bank National Association, as Trustee (the "Trustee ").
The Issuer covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Issuer for the benefit of the Owners of the Bonds and in order to
assist the Participating Underwriters in complying with the Rule.
SECTION 2. Definitions. For purposes of this Disclosure Certificate the following
capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Certificate.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"MSRB" shall mean the Municipal Securities Rulemaking Board as established pursuant
to Section 1513(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the
functions of the MSRB contemplated by this Disclosure Certificate. Filing information relating
to the MSRB is set forth in Exhibit A attached hereto.
"Owners of the Bonds" shall mean the registered owners, including beneficial owners, of
the Bonds.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
"Rule" shall mean Rule 15c2 -12 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
SECTION 3. Provision of Annual Reports.
(a) The Issuer shall, not later than 270 days after the end of each fiscal year, provide
to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Certificate, and shall also provide a copy of each Annual Report to the Trustee. The
Annual Report may be submitted as a single document or as separate documents comprising a
package, and may cross - reference other information as provided in Section 4 of this Disclosure
Certificate; provided that the audited financial statements of the Issuer may be submitted when
available separately from the balance of the Annual Report.
(b) If the Issuer is unable to provide to the MSRB an Annual Report by the date
required in subsection (a), the Issuer shall send a notice to the MSRB, in substantially the form
attached as Exhibit B, and shall also provide a copy of such notice to the Trustee.
SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or
incorporate by reference the following:
(a) quantitative information for the preceding fiscal year of the type presented in the
Issuer's Official Statement dated February 14, 2012 relating to the Bonds under the headings
"The Nantucket Islands Land Bank — Transfer Revenue Fees" and "The Nantucket Islands Land
Bank — Direct Debt Summary ";
(b) the most recently available audited financial statements of the Issuer, prepared in
accordance with generally accepted accounting principles;
(c) quantitative information for the proceeding fiscal year of the type presented in the
Issuer's Official Statement dated February 14, 2012 relating to the Bonds under the heading
"THE TOWN OF NANTUCKET, MASSACHUSETTS ", regarding (i) the revenues and
expenditures of the Town relating to its operating budget, (ii) capital expenditures, (iii) fund
balances, (iv) property tax information, (v) outstanding indebtedness and overlapping debt of the
Town, and (vi) pension obligations of the Town, and (vii) other post - employment benefits
liability of the Town; and
(d) the most recently available audited financial statements of the Town, prepared in
accordance with generally accepted accounting principles, with certain exception permitted by
the Massachusetts Uniform Municipal Accounting System promulgated by the Department of
Revenue of the Commonwealth.
Any or all of the items listed above may be incorporated by reference from other documents,
including official statements of debt issues of the Issuer, the Town or related public entities,
which (i) are available to the public on the MSRB internet website or (ii) have been filed with the
Securities and Exchange Commission. The Issuer shall clearly identify each such other document
so incorporated by reference.
SECTION 5. Reporting of Significant Events.
(a) The Issuer shall give notice, in accordance with the provisions of this Section 5,
of the occurrence of any of the following events with respect to the Bonds:
1. Principal and interest payment delinquencies.
2. Non - payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
-2-
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax - exempt status of the Bonds.
7. Modifications to rights of the Owners of the Bonds, if material.
8. Bond calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution or sale of property securing repayment of the Bonds, if
material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Issuer.*
13. The consummation of a merger, consolidation, or acquisition involving the Issuer
or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course
of business, the entry into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant to its terms, if
material.
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
(b) Upon the occurrence of a Listed Event, the Issuer shall, in a timely manner not in
excess of ten (10) business days after the occurrence of the event, file a notice of such occurrence
with the MSRB.
SECTION 6. Transmission of Information and Notices. Unless otherwise required by
law, all notices, documents and information provided to the MSRB shall be provided in
electronic format as prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB.
As noted in the Rule, this event is considered to occur when any of the following occur: (i) the appointment of a
receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any
proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the
existing governing body and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or (ii) the entry of an order confirming a plan of reorganization, arrangement or liquidation
by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Issuer.
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M . �
SECTION 7. Termination of Reporting Obli ag tion. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance in accordance with the terms of
the Trust Agreement and the Bonds, prior redemption or payment in full of all of the Bonds. If
such termination occurs prior to the final maturity of the bonds, the Issuer shall give notice of
such termination in the same manner as for a Listed Event under Section 5(b).
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Issuer may amend this Disclosure Certificate and any provision of this
Disclosure Certificate may be waived if such amendment or waiver is permitted by the Rule, as
evidenced by an opinion of counsel expert in federal securities law (which may include bond
counsel to the Issuer), to the effect that such amendment or waiver would not cause the
Disclosure Certificate to violate the Rule. The first Annual Report filed after enactment of any
amendment to or waiver of this Disclosure Certificate shall explain, in narrative form, the
reasons for the amendment or waiver and the impact of the change in the type of information
being provided in the Annual Report.
If the amendment provides for a change in the accounting principles to be followed in
preparing financial statements, the Annual Report for the year in which the change is made shall
present a comparison between the financial statements or information prepared on the basis of
the new accounting principles and those prepared on the basis of the former accounting
principles. The comparison shall include a qualitative discussion of the differences in the
accounting principles and the impact of the change in the accounting principles on the
presentation of the financial information in order to provide information to investors to enable
them to evaluate the ability of the Issuer to meet its obligations. To the extent reasonably
feasible, the comparison shall also be quantitative. A notice of the change in the accounting
principles shall be sent to the MSRB.
SECTION 9. Default. In the event of a failure of the Issuer to comply with any
provision of this Disclosure Certificate any Owner of the Bonds may seek a court order for
specific performance by the Issuer of its obligations under this Disclosure Certificate. A default
under this Disclosure Certificate shall not be deemed an Event of Default under the Trust
Agreement or constitute a default with respect to the Bonds, and the sole remedy under this
Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure
Certificate shall be an action for specific performance of the Issuer's obligations hereunder and
not for money damages in any amount.
SECTION 10. Agreement with the Town. In addition to the foregoing and in order to
ensure that the Issuer will satisfy its obligation of providing the information required in the
Annual Report under Sections 4(c) and 4(d) of this Disclosure Certificate, the Land Bank has
entered into a Continuing Disclosure Agreement with the Town dated as of February 23, 2012
pursuant to which the Town, as an additional obligated person with respect to the Bonds, has
undertaken to provide that information to the Land Bank.
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SECTION 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit
of the Owners of the Bonds from time to time, and shall create no rights in any other person or
entity.
Date: February 23, 2012 NANTUCKET ISLANDS LAND BANK
By
Chairman
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EXHIBIT A
Filing information relating to the Municipal Securities Rulemaking Board is as follows:
Municipal Securities Rulemaking Board
http: / /emma.msrb.org
A -1
EXHIBIT B
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Nantucket Islands Land Bank
Name of Issue: $6,725,000 2012 Series A Bonds (Full Faith and Credit Issue)
Date of Issuance: February 23, 2012
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above -named Bonds as required by the Continuing Disclosure Certificate of the
Issuer dated February 22, 2012. The Issuer anticipates that the Annual Report will be filed by
Dated:
BOS 111 12676970.1
i
NANTUCKET ISLANDS LAND BANK
i