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HomeMy WebLinkAboutVarious PurposesNo. 2R-I UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD 20 6 ~ B{:il~Ca~HAkt,-v{'. ON BY BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-1999 The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. hereby acknowledges itself indebted and for value received promises to pay to the bearer of this Note. or if it be registered, to the registered holder, the sum of FIVE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($585,000) on the 15th day of Septt~mber, 2000, together with interest thereon from the date hereof at the rate of three and seventy-four hundrodths per centum (3.74%) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America, at The Bridgchamptoa National Bank, Southold Office, Southold, New York. At the request of the holder, the Town Clerk shall convert this Note into a registered Note by registering it in the name of the holder in the books of the Town kept in the office of such Town Clerk and endorsing a certificate of such registration hereon, after which both principal of and interest on this Note shall be payable only to the registered holder, bis legal representatives, successors or transferees. This Note shall then be transferable only upon presentation to such Town Clerk with a written transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in bis books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or bis legal representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its genuineness by an officer of a bank or trust company located and authorized to do business in this State. This Note is the only Note of an authorized combined issue, the aggregate principal amount of which is $585.000. This Note is issued pursuant to the provisions of the Local Finance Law. constituting Chapter Consolidated Laws of the State of New York, various bond resolutions adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for various purposes, and the Certificate of Determination executed by the Supervisor on September 17, 1999. This Note has been designated by the Town as a qualified tax~exempt obligation pursuant to the provisions of Section 265 of the bitemal Revenue Code of 1986. as amended. The faith and credit of such Town of Seuthold are hereby irrevocably pledged for the punctual paymetu of the principal of and interest on this Note according to its terms. It is hereby certified and recited that all eonditiens, acts and things required by the Constitution and statutes of thc State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedness of such Town of Southold, is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF. the Town of Southold has caused this Note to be signed by its Supervisor. and its corporate seal (or a facsimile thereof) to be affixed, imprinted, engraved, or otherwise reproduced hereon and attested by its Town Clerk and this Note to be dated as of the 17a day of September. 1999. TOWN OF SOUTHOLD (SEAL) Supervisor ATTEST: ~Town Cl~r~ ( AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :SS: COUNTY OF SUFFOLK ) Elizabeth Neville, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called "Town"); 2. That with respect to the contract of sale of the Note of the Town described in the Certificate of Determination executed by the Supervisor on the 17th day of September., 1999, to the financial institution indicated in such Certificate, I have made a careful inquiry of each officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims under the contract, or (c) appoint an officer or employee who has any of the powers or duties set forth above, as to whether or not such officer or employee has an interest (as defined pursuant to Article 18 of the General Municipal Law) in such contract; 3. That upon information and belief, as a result of such inquiry, no such officer or employee has any such interest in said contract unless otherwise noted in Schedule A annexed hereto and by this reference made a part hereof. Town Clerk Subscribed and sworn to before me this 17th day of September, 1999. Notary Public, State of New ~ork HELEN;: D. HORNE Nc~my Pul)lie,, S'mte of New No. 4951364 Qualified In Suff~k ~ Commission Ex~ IV~ 2,2, ~ 328393.1 015832 CERT SCHEDULE A 1. , is a stockholder of the Purchaser owning or controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof but no disclosure of such interest by said officer is required pursuant to said Law. 2. , has an interest in the Purchaser solely by reason of employment as an officer or employee thereof, but the remuneration of such employment will not be directly affected as a result of said contract and the duties of such employment do not directly involve the procurement, preparation or performance of any such part of such contract. 3. , has publicly disclosed the nature and extent of such interest in writing to the governing board of the Town. Such written disclosure has been made a part of and set forth in the official record of proceedings of the Town. 328393.1 015832 CERT CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUAiNCE, FORM AND CONTENTS OF THE $585,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-1999 OF THE TOWN OF SOUTHOLD, NEW YORK. I, Jean W. Cochran, Supervisor of the Town of Southold, New York (herein called the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond resolutions duly adopted and as referred to in paragraphs 1 to 4, inclusive, hereof, and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in. the principal amount of $231,000 shall be issued to renew, in part, the $320,000 bond anticipation note dated September 18, 1998, maturing September 17, 1999, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted April 15, 1997, authorizing the acquisition and installation of computer equipment, including software, in order to upgrade the existing computer system of the Town; stating the estimated maximum cost thereof is $400,000; appropriating said amount therefor and authorizing the issuance of $400,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 18, 1998, the redemption of said $320,000 bond anticipation note having been heretofore provided to the extent of $89,000 from a source other than the proceeds of serial bonds. 2. A bond anticipation note of the Town in the principal amount of $54,000 shall be issued to renew, in part, the $72,000 bond anticipation note dated September 18, 1998, maturing September 17, 1999, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted February 20, 1997, appropriating the 328393.1 015832 CERT amount of $90,000 for the acquisition of a payloader for the Southold Solid Waste Management District, in said Town, stating the estimated maximum cost thereof is $90,000 and authorizing the issuance of $90,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 18, 1998, the redemption of said $72,000 bond anticipation note having been heretofore provided to the extent of $18,000 from a source other than the proceeds of serial bonds. 3. A bond anticipation note of the Town in the principal amount of $164,000 shall be issued to renew, in part, the $210,000 bond anticipation note dated September 18, 1998, maturing September 17, 1999, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 7, 1998, appropriating the acquisition of the certain pierce or parcel of land containing 13.85 acres, more or less, situate on the west side of Peconic Lane, in the Town of Southold, at the estimated maximum cost of $210,000, including preliminary costs and costs incidental thereto to the financing thereof in the amount of $10,000, said land to be used for public park purposes; appropriating $210,000 therefor and authorizing the issuance of $210,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 18, 1998, the redemption of said $210,000 bond anticipation note having been heretofore provided to the extent of $46,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $136,000 shall be issued to renew, in part, the $170,000 bond anticipation note dated September 18, 1998, maturing September 17, 1999, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted May 12, 1998, authorizing the 328393.1 015832 CERT acquisition and installation of a computer system for use by the Police Department; stating the estimated maximum cost thereof is $170,000; appropriating said amount therefor and authorizing the issuance of $170,000 serial bonds of said Town to financed said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 18, 1998, the redemption of said $170,000 bond anticipation note having been heretofore provided to the extent of $34,000 from a source other than the proceeds of serial bonds. 5. Said $231,000 note, said $54,000 note, said $164,000 note and said $136,000 note shall be combined for the purpose of sale into a single note issue in the aggregate principal amount of $585,000 (hereinafter referred to as the "Note"). as follows: The terms, form and details of said Note shall be Amount and Title: $585,000 Bond Anticipation Note for Various Purposes-1999 Dated: September 17, 1999 Matures: September 15, 2000 Number and Denomination: Interest Rate per annum: Number 2R-l, 3.74% at $585,000 Form of Note: Substantially in accordance with form prescribed by Schedule B, 2 of the Local Finance Law of the State of New York. 7. The amount of bond anticipation notes originally issued in anticipation of the issuance of serial bonds authorized pursuant to the bond resolutions referred to in paragraphs 1 to 4, inclusive, hereof, including the Note, is, respectively, (1) $400,000, (2) $90,000 (3) $210,000 and (4) $170,000, and the amount of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be, respectively, (1) $231,000, (2) $54 000, (3) $164,000, and (4) $136,000. ' 328393.1 015832 CERT 8. The serial bonds authorized pursuant to the resolution referred to in paragraph 1 hereof, are for improvements which are assessable, and the serial bonds authorized pursuant to the resolutions referred to in paragraphs 1, 3 and 4, hereof, are for improvements which are non- assessable. 9. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD A~ND SELL said Note to The Bridgehampton National Bank, Southold Office, Southold, New York, for the purchase price of $585,000, plus accrued interest, if any, from the date of said Note to the date of delivery thereof and payment therefor, and I FURTHER DETERMINE that said Note shall be payable as to both principal and interest at The Bridgehampton National Bank, Southold Office, Southold, New York, and shall bear interest at the rate of three and seventy-four hundredths per centum (3.74%) per annum, payable at maturity. 10. Said Note shall be executed in the name of the Town by its Supervisor and the corporate seal of the Town (or a facsimile thereof) shall be affixed, imprinted, engraved or otherwise reproduced thereon and attested by its Town Clerk. I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to issue and sell the Note hereinabove referred to are in full force and effect and have not been modified, amended or revoked. IN WITNESS WHEREOF, I have hereunto set my hand this 17=h day of September, 1999. 328393.1 015832 CERT CLERK'S CERTIFICATE I, Elizabeth Neville, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on the 17th day of Septen%ber, 1999; and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in said Certificate has been adopted by said Town Board. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 17th day of September, 1999. (SEAL) d~ ~o~n Cl~rk 328393.1 015832 CERT A/~BITRAGE ~ND USE OF PROCEEDS CERTIFICATE I, Jean W. Cochran, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the issuance of the Issuer's $585,000 Bond Anticipation Note for Various Purposes- 1999, being a combined issue of bond anticipation notes authorized in anticipation of the sale of serial bonds pursuant to various bond resolutions (hereinafter referred to as the "Note" or "Notes"), dated September 17, 1999, and maturing on September 15, 2000, as follows: Unless the context clearly requires otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article II hereof or in the Resolutions, the Code or the Regulations (each as defined below). ARTICLE I General 1.1. Authority of Signatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Note and am acting for and on behalf of the Issuer in signing this certificate. 1.2. Purpose of Certificate. This certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the date hereof as to future events regarding the amount and use of proceeds of the Note. It is intended and may be relied upon for purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and as a certification described in Section 1.148-2(b) (2) of the Treasury Regulations (the "Regulations"). This certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Note. The provisions of this certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. 1.3. Reasonable Expectations. This certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Note will not be used in a manner that would cause the Note to be an arbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation 328393.1 015832 CERT is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.4. No Composite Issue. No other governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note, pursuant to a common plan of financing which are expected to be paid from substantially the same source of funds as the Note. 1.5 No Federal Guarantee. The Issuer represents and covenants that, except for the gross proceeds of the Note which are: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 2lB(d) (3) of the Federal Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 2lB(d) (3) of the Federal Home Loan Bank Act, as amended: (i) No portion of the payment of principal or interest with respect to the Note is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (herein "federally guaranteed"); and (ii) No portion of the gross proceeds of the Note in excess of five percent of such gross proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guaranteed, or (B) invested directly or indirectly in federally insured deposits or accounts. 1.6. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth herein, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Note shall be excluded from gross income of the owners thereof for the purpose of federal income taxation. 1.7. ~dditional Information. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Note for federal income taxation purposes. 1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the Note are being invested in investments not 328393.l 015832 CERT acquired to carry out the governmental purposes of the issue at a guaranteed yield and having a term of 4 years or more. 1.9 IRS Information Reporting. The Issuer will make a timely filing of the appropriate IRS Form 8038-G or 8038-GC. ARTICLE II Use of Project and Proceeds 2.1. Authorization. (a) The Note is authorized to be issued pursuant to applicable provisions of the laws of the State of New York and various bond resolutions adopted by the Town Board on their respective dates (the "Resolutions"), as referred to in the Certificate of Determination executed by the Supervisor on September 17, 1999. (b) For purposes of this Article II the term "proceeds" means the net amount (after payment of all costs and expenses associated with issuing the Note) received by the Issuer from the sale of the Note, excluding accrued interest. 2.2. provide funds Project"), as Pur ose of Issue. for various purposes further described in The Note is being issued to in and for the Town ("the the Resolutions. 2.3. Use of Proc eds. The proceeds of sale of the Note in the amount of $585,000 (the "Current Refunding Note") will be used, together with other available funds in the amount of $411,000, to redeem prior issues of bond anticipation notes which mature on September 17, 1999, in the aggregate principal amount of $996,000 (the "Prior Issue"), heretofore issued to finance the Project. 2.4. OwnershiD/Lease/Sal~. The Project will be owned by the Issuer or another state or local governmental unit and will not be leased to any person who is not a state or local governmental unit. It will not (except to the extent that any of the projects financed involve grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used directly or indirectly to make loans to persons other than a governmental unit. 328393.1 015832 CERT 2.6. .Private Us~. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under the terms of the Note or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. Unrelated/Related Disproportionate Usc.. No more than 5% of the proceeds of the Note will be used directly or indirectly in the trade or business of a person other than a governmental unit that is unrelated or related and disproportionate to the governmental use of the property being financed, including any private loan financing described in Section 2.5 which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds of the Note are allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note are allocable to a disproportionate related Private Use to the extent that the proceeds of the Note which are to be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Projects by a person or persons who are not State or local governments on a basis different than the general public. Any management, or operations contract or agreement which provides for nongovernmental use will provide for reasonable compensation which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below: (a) for contracts which provide compensation for each annual period based on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term (including renewal options) not exceeding five years; (ii) the issuer may terminate the contract, without penalty, at 328393.[ 015832 CERT the end of any three year period, and (iii) at least 50% of the compensation paid is on a periodic, fixed fee basis; (b) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including renewal options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty) at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in the contract or otherwise limited by the qualified user or a third party; (c) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a percentage of fees charged, (i) the contract has a term (including renewal options) not exceeding two years, (ii) the issuer'may terminate the contract (without penalty) at the end of the first year, and (iii) the service provider primarily provides services to third parties or the contract involves a facility during an initial start-up period; (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollar amount for services rendered during a specified period of time (i.e. SXX per month) which amount may automatically increase according to a specified, objective, external standard; and (iii) "per unit fee" means a stated dollar amount for each unit of service provided (i.e. SXX per medical procedure). 2.9. pooled Loan Financinqs. To the extent the amount of proceeds of the Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net proceeds of the issue (as defined in Section 150 328393.1 015832 CERT of the Code but without including proceeds used to finance costs of issuance or capitalized interest) that are to be used to make loans, will have been used within 3 years of the date hereof to make such loans. The payment of legal and underwriting costs is not contingent and at least 95% of the reasonably expected legal and underwriting costs associated with issuance will be paid within 180 days of the date hereof. 2.10. OutPut Facilities. No more than 5% of the proceeds of the Note are to be used with respect to any output facility (other than a facility for the furnishing of water). No more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or indirectly) for the acquisition of a nongovernmental output facility. ARTICLE III Arbitraqe/Rebate ExemDtion 3.1. ~emporar¥ Period-Refundinq. With respect to the proceeds of the sale of the Note allocable to the Prior Issue, such proceeds may be invested without restriction as to yield during the three-year temporary period commencing on the date hereof, because: (a) Ail of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended as of the date hereof, shall become transferred proceeds of this issue. Such transferred proceeds may be invested without restriction as to yield until three years after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note. (b) The proceeds of the Note will be used to refund the Prior Issue within 90 days of the date hereof, and may be invested during such time without restriction as to yield. 3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement imposed by Section 148 of the Code because at the time of original issuance of the first note or notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note is issued: (i) the Issuer was or is a governmental unit with general taxing powers; 328393.1 015832 CERT (ii) the Prior Issue did not constitute a "private activity bond" as that term is defined in Section 141 of the Code; (iii) (iv) ninety-five percent or more of the net proceeds of the sale of the Prior Issue was to be used for local governmental activities of the Issuer; and the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expected or expects that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the calendar year in which the Prior Issue was issued and the current calendar year would not or will not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation was or shall be taken into account if it was or is a current refunding obligation issued in the calendar year ~n which the Prior Issue was issued which does not exceed the outstanding (redeemed) principal amount of the obligation to be refunded. (b) The Note is not subject to the rebate requirement imposed by Section 148 of the Code because all of the gross proceeds of such Note will be expended to pay the Prior Issue within 90 days of the date hereof and will, therefore, qualify for the six-month expenditure exception to rebate. 3.3. No Excess Proceeds. The total proceeds of sale of all bond anticipation notes issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Repavment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.5. Debt Service Fund. The taxes used to pay principal and interest on the Note, whether or not deposited in a debt service fund, will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Note. Any amounts received from the investment of such deposit or accumulation will be expended within one year of receipt. The debt service fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding year or 328393.1 015832 C£RT one-twelfth of the debt service on the Note for the immediately preceding year. 3.6. i~iD~kp~hq~. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Oualification 4.1. ~. The Note is hereby designated as a "qualified tax-exempt obligation" pursuant to the provisions of Section 265 of the Code. In making such designation it has been determined that: (i) the Note currently refund the Prior Issue; (ii) the Prior Issue was designated as a "qualified tax-exempt obligation"; (iii) the aggregate face amount of the Note does not exceed $10,000,000; (iv) the Prior Issue had a weighted average maturity of 3 years or less; (v) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the Resolution, in renewal of which such Note is being issued, does not exceed 30 years; and (vi) not more than $10,000,000 of obligations issued by the Issuer during the calendar year in which the Prior Issue was issued were designated by the Issuer as "qualified tax-exempt obligations." IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold this 17~h day of September, 1999. ~upervisor 328393.1 015832 CERT CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town", HEREBY CERTIFY that on or before Septen~ber 17, 1999, we officially signed and properly executed by manual signatures the $585,000 Bond Anticipation Note for Various Purposes-1999 (the "Note") of the Town, payable to bearer and otherwise described in Schedule A annexed hereto and by this reference made a part hereof, and that at the time of such signing and execution and on the date hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to execute said Note and holding the respective offices indicated by the titles set opposite our signatures hereto for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of said Note or the levy or collection of any taxes to pay the interest on or principal of said Note, or in any manner questioning the authority or proceedings for the issuance of said Note or for the levy or collection of said taxes, or relating to said Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of said Note has or have been repealed, revoked or rescinded. WE FURTHER CERTIFY that the seal which is impressed upon this certificate has been affixed, impressed, imprinted or otherwise reproduced upon said Note and is the legally adopted, proper and only official corporate seal of the Town. And, I, Jean W. Cochran, Supervisor, HEREBY FURTHER CERTIFY that on Septe~er 17, 1999, I delivered, or caused to be 328393.! 015832 CERT delivered, said Note to The Bridgehampton National Bank, Southold Office, Southold, New York, the purchaser thereof, and that at the time of such delivery of said Note, I received from said purchaser the amount hereinbelow stated, in full payment for said Note, computed as follows: Price ............................... $585,000 Interest on said Note accrued to the date of such delivery ............. -0- Amount Received ..................... $585,000 IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 17th day of September, 1999. Signature Term of Office Expires Title  --.~---~Q~ December 31, 1999 ~J~December 31, 1999 Supervisor Town Clerk (SEAL) I HEREBY CERTIFY that the signatures of the officers of the above-named Town, which appear above, are true and genuine and that I know said officers and know them to hold the respective offices set opposite their signatures. ~Signa~re) (Title) of ' ~ ~Name of Bank) 328393.1 015832 CERT ~TTORNEY'S CERTIFICATE I, Gregory F. Yakaboski, HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, having offices at 53095 Main Road, Southold, New York, and I am the duly chosen, qualified and acting Town Attorney of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town", that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the Note of the Town, payable to bearer and otherwise described as set forth in Schedule A annexed hereto and by this reference made a part hereof or the levy or collection of any taxes to pay the interest on or principal of said Note, or in any manner questioning the authority or proceedings for the issuance of said Note or for the levy or collection of said taxes, or relating to said Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of said Note has or have been repealed, revoked or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of Septen~ber, 1999. 328393.1 015832 CERT SCHEDULE A Amount and Title: Dated: Matures: Number and Denomination: Interest Rate per annum: $585,000 Bond Anticipation Note Various Purposes-1999 September 17, 1999 September 15, 2000 Number 2R-l, at $585,000 3.74% for 328393.1 015832 CERT