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STATE OF NEW YORK COUNTY OF SUFFOLK  TOWN OF SOUTIIOLD B~NTICIPATION NOT~ FOR PAYLOADER AND TRUCK TRACTOR-199~ T~vn of Southold. in ~hc County of Snffo~ a mmficlpal co~orafion of ~hc Sm~c of New York, hc~ch~wledgcs i~scff indebted and for value received promNcs m pay m ~hc b~r~r of ~his No~, or if it be r~gis~cr~, ~o llm rcg~s~cccd holder, ~h~ sum of TWO HUNDRED FOUR THOUSAND DOLLARS ($204,000) on ~he l~th day of May, 1997, ~ogcthcr ~ c da~c hereof a~ ll~c cate of three and ninety lmndr~hs per centmn 0.90%) per annmn h principal of and in~ercs~ on this No~ wi~ bc paid in lawful money of tim Unimd States of Am Clerk, Town of Southold, Town Hall, 5J095 Main Road, ~uthold, New York A request of the h it in the name of the h the such registration hereon which both k shall convert this Note into a registered Note by registering : office of such Town Clerk and endorsing a certificate of qhis~lote shall be payable only to the registered shall then be transferable only upon presentation to Town Clerk shall therenpon register this Note in the name of the of such registration hereon. Such transfer shall be dated, and signed and it shall he duly acknowledged or proved, or iix thc alternative the .~ an ol'l~cef o1' a hank or trust conlpany located and atahorized to This Note may lbe registered halde~ s Note is thc for redemption !mption by mailing interest shall cease to Consolidated Laws of the authoriTing the issuance of $305 S,mthold Solid Waste Mana sued pursuant to the pro' York, the bond erial bonds fi)r orizcd rcrlewa[ issue, thc principal amount of which is $204.000 nmturity after the giving of at least five lSI days' *~rltten ice to tile origimd purchaser, or if this Note be registered to such dale of redemption. he constitufing Chapter 33-a of tile ' the Town Board on November 1, 1994. and use by the by the Supervisor on May 16, This Note bas been de~ pr,~vi4, ms ,,t' Section 265 of th Codeo 1986. as :~ursuant to the Thc l~tith I of SoLtth,,Id are I br the punctual payment :tnd ti,rog, required by thc Constitution arid statutes og'~ State of Ncw ' : and to have been pcrlhrmcd precedent to and in thc issuance of this Note',7,~tstist. have happened a and that tbls Note, t,~gclltc~' with ali ,,thor indebtedness of such Town O[' Sottt~. is xt ithin every debt and other limit prescrib~ by the IN WITNESS WDEREOF, thc Town ISV \Il .VI"I'EST: y of MLq, 1996. TOWN OF Supervisor CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY A/~D 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 May 16, 1996, we officially signed and properly executed by manual signatures a $204,000 Bond Anticipation Note for Payloader and Truck Tractor-1996 (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 offices indicated by the respective titles set opposite our signatures hereto for terms expiring on the 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 no 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 conuested, and thau 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 ouherwise 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 May 16, 1996, I delivered or caused the delivery of said Note to Fleet Bank, Southold, New York, the purchaser uhereof, 136864 I 015558 CERT and that at the time of such delivery of said Note, from said purchaser the amount hereinbelow seated, payment for said Note, computed as follows: Price ............................... Interest on said Note accrued to the date of such delivery ............. Amount Received ..................... I received in full $204,000 $204,000 (SEAL) IN WITNESS WHEREOF, we have hereunto set said corporate seal has hereunto been affixed this May, 1996. our hands and 16th day of Term of Office Signature Expires Title December 31, 1997 ~~~.-~.~.'~..~. [~-~ec embe r 31, 1997 Supervisor Town Clerk 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. ) {Name of Bank) ATTORNEY'S CERTIFICATE I, Laury L. Dowd, HEREBY CERTIFY that I am a licensed auuorney at law of the State of New York having offices at 53095 Main Road, Southold, New York, and am the duly chosen, qualified and acting Town Attorney of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town", that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the 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 uhat 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 16th day of May, 1996. 13686~ I 015558 CERT SCHEDULE A Amount and Title: $204,000 Bond Anticipasion Note for Payloader and Truck Tractor-1996 Dated: May 16, Mature: May 16, Number and Denomination: No. R-I, Interesu Rate per annum: 3.90% 1996 1997, subject to prior redemption at $204,000 136864.1 015558 CERT ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Jean W. Cochran, Supervisor of the Town of Southold (the "Issuer"), in the County of Suffolk, State of New York, HEREBY CERTIFY with respect to the Issuer's $204,000 Rond Anticipation Note for Payloader and Truck Tractor-1996 (the "Note") dated and issued on May 16, 1996, as follows: Unless the context clearly requires otherwise, all capitalized ~erms not otherwise defined herein shall have the meanings set forth below or in the Resolution, the Code or 5he Regulations (each as defined below): ARTICLE I General 1.1. Authority of Siqnatory. 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 wi[h the issuance of the Note. The provisions of this certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. 1.3. Reasonable Expectations. This certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Note will not be used in a manner that would cause the Note to be an arbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.4. Composite Issue. No other governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note, pursuant to a common plan of financing which are expected to be 136864.1 015558 CERT paid from substantially the same source of funds as the Note. 1.5 covenants that, are: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow or (c) invested 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 successor provision to Section 2lB(d)(3) Bank Act, as amended: No Federal Guarantee. The Issuer represents and except for the gross proceeds of the Note which 1989, or any of the Federal Home Loan (i) No portion of the payment of principal or interest with respect to the Note is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (herein "federally guaranteed"); and (ii) No portion of the gross proceeds of the Note in excess of five percent of such gross proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guaranteed, or (B) invested directly or indirectly in federally insured deposits or accounts. 1.6. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth herein, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Note shall be excluded from gross income of the owners thereof for the purpose of federal income taxation. 1.7. Additional Information. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Note for federal income taxation purposes. 1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the Note are being invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield and having a term of 4 years or more. 1.9 IRS Information Reportinq. The Issuer will make a timely filing of ~he 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 the bond resolution adopted by the Town Board on November 1, 1994 (the "Resolution"), as referred to in the Certificate of Determination executed by the Supervisor on May 16, 1996 (the "Certificate"). (b) For purposes of this Article II the term "proceeds" means the net amount (after payment of all costs and expenses associated with issuing the Note) received by the Issuer from the sale of the Note, excluding accrued interest. 2.2. Purpose of Issue. The Note is being issued to provide funds for the acquisition of machinery and apparatus for lease to and use by the Southold Solid Waste Management District ("the Project"), as further described in the Resolution. 2.3. Use of Proceeds. The proceeds of sale of the Note in the amount of $204,000 will be used, together with other available funds in the amount of $51,000, to redeem a prior issue of bond anticipation notes which mature on May 16, 1996, in the principal amount of $255,000 (the "Prior Issue"), heretofore issued to finance the Project. 2.4. Ownership/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 Eo the Issuer, prior Eo the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used directly or indirectly to make loans to persons other than a governmental unit. 2.6. Private Use. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under the terms of the Note or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Use or in payments in respect of property used or to be lq6864, t (H5558 CERT 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 Us~. No more than 8% 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 no be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Project by a person or persons who 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 opnions) not exceeding five years; (ii) Ehe issuer may terminate the contract, without penalty, at the end of any three year period, and (iii) at least 50% of the compensation paid is on a periodic, fixed fee basis; (b) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including renewal options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty) at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in the contract or otherwise limited by the qualified user or a third party; 13686~ ] 0i5558 CERT (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 each unit of service provided (i.e. SXX per medical procedure). for 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 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 no5 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. 136864 I 015558 CERT ARTICLE III Arbitrage/Rebate Exemption 3.1. TemDorary Period-Refundinq. With respect to the proceeds 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 are issued: (i) the Issuer was a governmental unit with general taxing powers; (ii) the Prior Issue did not constitute a "private activity bond" as that term is defined in Section 141 of the Code; (iii) ninety-five percent or more of the net proceeds of the sale of the Prior Issue was used for local governmental activities of the Issuer; and (iv) the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expected that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the calendar year in which the Prior Issue was issued would not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation was taken into account if it was a current refunding obligation issued in the calendar year in which the Prior Issue was being issued which does not exceed the outstanding 130864.1 01q558 CERT (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 proceeds of such Note will be expended to pay the Prior Issue within 90 days of the date hereof and will, therefore, qualify for the six-month expenditure exception to rebate. 3.3. No Excess Proceeds. The total proceeds of sale of all bond anticipation notes issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Repayment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.5. Debt Service Fund. The taxes used to pay principal and interest on the Note, whether or not deposited in a debt service fund, will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Note. Any amounts received from the investment of such deposit or accumulation will be expended within one year of receipt. The debt service fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding year or one-twelfth of the debt service on the Note for the immediately preceding year. 3.6. Sinkinq Funds. Except for the debt service fund described herein the Issuer has not created or established~ and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank 0ualification 4.1. Desiqnation. 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 refunds the Prior Issue; (ii) the Prior Issue was designated as a "qualified tax-exempt obligation"; (iii) the aggregate face amount of the Note does not exceed $10,000,000; 136864.l 1~15558 CERT (iv) the Prior Issue had a weighted average maturity of 3 years or less; 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 $10,000,000 of obligations issued by the Issuer during the calendar year in which the Prior Issue was issued were designated by Ehe Issuer as "qualified tax-exempt obligations." IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, this 16th day of May, 1996. (SEAL) Supervisor 136864 I 015558 CERT AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :SS: COUNTY OF SUFFOLK ) Judith T. Terry, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called "Town"); 2. That with respect to the contract of sale of the Note of the Town described in the Certificate of Determination executed by the Supervisor on the 16th day of May, 1996 to the financial institution indicated in such Certificate, I have made a careful inquiry of each officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims under the contract or (c) appoint an officer or employee who has any of the powers or duties set forth above, as to whether or not such officer or employee has an interest (as defined pursuant to Article 18 of the General Municipal Law) in such contract; 3. That upon information and belief, as a result of such inquiry, no such officer or employee has any such interest in said contract, unless otherwise noted in Schedule A annexed hereto and by this reference made a part hereof. Town Clerk- Subscribed and sworn to before me 5his 16th day of May, 1996. Notary Public, State of New York BARBARA ANN RUDDER Notary Public, State ef New Ym'k No. 4855805 Qualified in Suffolk County ~ Commi$,~,on Expires AoriI 14, 19 ~ 136864 I 0t5558 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 direculy 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. 136864. l 015558 CERT CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF A $204,000 BOND ANTICIPATION NOTE FOR PAYLOADER AND TRUCK TRACTOR-1996 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 as the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the resolution duly adopted and as referred to in paragraph 1 hereof, and subject to the limitations prescribed in said resolution, I have made the following determinations: 1. A bond anticipation note (the "Note") of the Town in the principal amount of $204,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted November 1, 1994, authorizing the acquisition of machinery and apparatus for lease to and use by the Southold Solid Wasne Management District, stating the estimated maximum cost thereof is $335,000, appropriating said amount therefor, including the amount of $30,000 to be received as an allowance on the trade-in of machinery and apparatus currently owned by the Town to be applied towards the cost thereof, and authorizing the issuance of $305,000 serial bonds of said Town to finance said approprianion duly adopted by the Town Board on the date therein referred to. 2. The terms, form and details of said Note shall be as follows: Amount and Title: $204,000 Bond Anticipation Note for Payloader and Truck Tractor-1996 Dated: May 16, 1996 Matures: May 16, 1997, subject to prior redemption Number and Denomination: No. R-l, an $204,000 Interest Rate per annum: 3.90% I36B64.[ {}15558 CERT Form of Note: Substantially in accordance with form prescribed by Schedule B, 2 of the Local Finance Law of the State of New York. 3. Said Note is issued to renew, in part, a bond anticipation note in the amount of $255,000 maturing on May 16, 1996, the redemption thereof having been provided to the extent of $51,000 from a source other than the proceeds of serial bonds. 4. The amount of bond anticipation notes originally issued in anticipation of the issuance of serial bonds authorized pursuant to the resolution referred to in paragraph 1 hereof, including the Note, is $255,000, and the amount of bond annicipation notes which will be outstanding after the issuance of the Note, including said Note, will be $204,000. 5. The serial bonds authorized pursuant to the resolution referred to in paragraph 1 hereof are for an improvemen5 which is non-assessable. 6. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Fleet Bank, Southold, New York, for the purchase price of $204,000, plus accrued in5erest, if any, from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note shall be payable as to both principal and interest at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Soushold, New York, and shall bear interest at the rate of three and ninety hundredths per centum (3.90%) per annum, payable at maturity or prior redemption. 7. 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 16th day of May, 1996. Supervisor 13686~ I 0t5558 CERT CLERK'S CERTIFICATE I, Judith T. Terry, 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 ~he same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on the 16th day of May, 1996; 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 resolution cited in said Certificate has been adopted by the Town Board of ~he Town. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 16th day of May, 1996. /SEAL) Town Clerk 136864.1 015558 CERT No. 1 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTtlOLD BOND ANTICIPATION NO~E FOR PAYLOADER AND TRUCK TRACTOR-1095 / The Town of Southold, in the Count_~ of Suflblk, a municipal corporation of the State of New York, hereby acknowledges itself indebted and for value retell/ed promises to pay to the bearer of lifts Note, or if it be registered, to the registered holder, the sum of TWO IIUNDRED] FIFTY-FIVE TIIOUSAND DOLLARS ($255,000) on the 16th day of May, 1996, together with (4.38%) per annum, payable at United States of America, at At the request of the hold¢ the Town name of the holder in the registration hereon, a~er which both legal representatives, successors o Clerk with a written his books and shall endorse a certificate registered holder, or his legal representative: signature thereto shall be certified as to its do business in this State. date hereof at the rate of four and thirty-eight hundredths per centum this Note will be paid in lawful money of the Town Hall, Southold, New York :rk shall convert this Note into a registered Note by registering it in the li~i the office of such Tov. n Clerk and endorsing a certificate of such interest °n this N°te shall be payable °nly t° the registered h°lder' his t~i!,y upon presentation to such Town lerk shall thereupon register this Note in the name of the transferee in hereon. Such transfer shall be dated, and signed by thc be duly acknowledged or proved, or in the ahemative thc ,' an officer of a bank or trust company located and authorized to This Note is tile only called for redemption on any of redemption by mailing of v holder, and interest shall cease to authorized or to maturity a hereon This Note is issued Consolidated Laws of tile State of New $255,000. This Note may be the giving of at least five (5) days' written notice of the date pnrchaser, or if this Note be registered to the registered such date of redemption. the Local Finance Law, constituthlg Chapter 33-a of the y adopted by the To~n Board on November 1, 1994, authorizing the issuance of $305 acquisition of machinery and apparatus for lease to and use by the Southold Solid Waste Management District. and the Certificate of Determination executed by the Supervisor on May 16. 1995.~ ~a ~" This Note has been designated by qualitlcd tax-exempt obligathm pursuant to the provisions of Section 265 of thc lntemal Revenue Code of~ ~ an~ded. Thc filth and cr~it of ~uch To~~herebv irrevocably pledged Ibc the punctual pay~nent of the pmcipal of and ~terest on this Note accordi%~o ~ te~ - - It is hereby ce~ified and, recited ~~ and things required hy the Constitution and s~tutes of the ~{5~"~?t~5'~ State of New York to ernst, ~,~ haxe~ne~nd t~bcen performed precedent to and in the issuance of this Note .~ , exist, have happened and ha, e bee(pe~an~~ogether with all other indebtedness of such Town of SJ{~,' Southold, is with~ every debt and ~thc~scfibed by ~itution and laws of such State. IN[qT~SSWHEREO~hcTownofSoutholdhascause~thisNotctobesi~dbvitsSu~mtsorandits 1[~ co.orate s~l (or a facsimile thcreo0 t0,~c affixed, imprinted, engraved c~ othe~isc repr~quccd~ereon and attested by its ' ~' ~ Town Clerk and this Note to be dat~ as ~f. the...16th day of May, 1995.~TOWN OF~OUTII~~ // __ [~ ~[~.~'~' ~ ~ Supcn'isor ~ / ATTEST: 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 May 16, 1995, we officially signed and properly executed by manual signatures the $255,000 Bond Anticipation Note for Payloader and Truck Tractor-1995 (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, Thomas H. Wickham, Supervisor, HEREBY FURTHER .CERTIFY that on May 16, 1995, I delivered or caused the delivery of said Note to Fleet Bank, 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 ............................... $255,000 Interest on said Note accrued to the date of such delivery ............. -0- Amount Received ..................... $255,000 NYI HI6220.[ 015558 CERT ( SEAL ) IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 16th day of May, 199~/ Sign~ure/ Term of Office Expires Title December 31, 199_~~ Supervisor ~~,~-~~--~ December 31, 199~ Town Clerk 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. -- (Signature) (Title) (Name of Bank) NYI 106220 I 015558 CERT ATTORNEY'S CERTIFICATE ~ am a licensed I, Laury L. Dowd, ~EREBY cERTIFY that ~fficeS at 53095 of NeW york having am the duly chosen, qualified ....... york, and _~ southold, ~ ~w york and attorney at law o~ the state in the County ~ ~d southOld, m~ of the ToWn ~the state ~a ~'~ any heremn Town, P yable t~ ~earer of S~ff~eferred to as ~ threatened rest nature is now pending m~ .... descr~ as set forth in schedul and otherWm~eferenCe made a part hereof or the levy or and by this o ay the interest on or principal o~ . authority or collection of any taxeS t P~stiOnLng the [or the levy or - ~ °a~d Note or a~ecting said Note, or in any manner q said Note for the issuance of ~ ~lating to s . _ ~ said taxeS, · ~ ~d taxeS, o~ ~ collect~O~ ~ proceedings ndarieS of the T?Wn ~¥istence °r?°U_ ~ereO£ to themr the vallU~ corporate ~ ~t off~cer~ ~ authority or that neither th~ any of the preS~ have been nor the title o~ being contested, and that no respeCtive offices is · for the issuance of said Note has or proceedings -~-~ or rescinded this ~epealed, reVu~ ' IN wITNESS w~EREOF, I have hereunto set my hand 16th day of May, 1995. N\'I l~6220A 015558 CERT SCHEDULE A Amount and Title: Dated: Matures: Number and Denomination: Interest Rate per annum: $255,000 Bond Anticipation Note for Payloader and Truck Tractor May 16, 1995 May 16, 1996, subject to prior redemption Number 1, at $255,000 4.38% NY! 106220.1 0t5558 CERT AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :SS: COUNTY OF SUFFOLK ) Judith T. Terry, 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 16th day of May, 1995, 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 ~lerk ' ~ Subscribed and sworn to before me this 16th day of May, 1995. otary Public, State of New York I. BIDA J. COOl'ER Note~' Public, State of New York No. 4~22563. Suffolk County ~/~ NYI I06220 I 015558 CER~t 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. NY1 106220.1 1115558 CERT CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSU~LNCE, FORM AND CONTENTS OF A $255,000 BOND ANTICIPATION NOTE FOR PAYLOADER AND TRUCK TRACTOR-1995 OF THE TOWN OF SOUTHOLD, NEW YORK. I, Thomas H. Wickham, 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 resolution duly adopted and as referred to in paragraph 1 hereof, and subject to the limitations prescribed in said resolution, I have made the following determinations: 1. A bond anticipation note (the "Note") of the Town in the principal amount of $255,000 shall be issued in anticipation of the sale of serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted November 1, 1994, authorizing the acquisition of machinery and apparatus for lease to and use by the Southold Solid Waste Management District, stating the estimated maximum cost thereof is $335,000, appropriating said amount therefor, including the amount of $30,000 to be received as an allowance on the trade-in of machinery and apparatus currently owned by the Town to be applied towards the cost thereof, and authorizing the issuance of $305,000 serial bonds of said Town to finance said appropriation duly adopted by the Town Board on the date therein referred to. 2. The terms, form and details of said Note shall be as follows: Amount Dated: and Title: $255,000 Bond Anticipation Note for Payloader and Truck Tractor-1995 May 16, 1995 Matures: May 16, 1996, subject to prior redemption Number and Denomination: Interest Rate per annum: Number 1, 4.38% at $255,000 NYI [06220 I 015558 CERT Form of Note: Substantially in accordance with form prescribed by Schedule B, 2 of the Local Finance Law of the State of New York. notes. 3. Said Note is not issued in renewal of any note or 4. The amount of bond anticipation notes originally issued in anticipation of the issuance of serial bonds authorized pursuant to the resolution referred to in paragraph 1 hereof, including the Note, is $255,000, and the amount of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be $255,000. 5. The serial bonds authorized pursuant to the resolution referred to in paragraph 1 hereof are for an improvement which is non-assessable. 6. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Fleet Bank, Southold, New York, for the purchase price of $255,000, plus accrued interest, if any, from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note shall be payable as to both principal and interest at the Office of the Supervisor, Town Hall, Southold, New York, and shall bear interest at the rate of four and thirty-eight hundredths per centum (4.38%) per annum, payable at maturity or prior redemption. 7. Said Note shall be executed in the name of the Town by its Supervisor and the corporate seal of the Town shall be affixed thereto 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~n modified, amended or revoked. IN WITNESS WHEREOF, I have hereuntO/set my ha~d this 16th day of Supervisor NYI 06220 l 015558 CERT CLERK'S CERTIFICATE I, Judith T. Terry, 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 16th day of May, 1995; 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 resolution 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 16th day of May, 1995. (SEAL) Town Clerk NYI 106220 I 015558 CERT ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Thomas H. Wickham, Supervisor of the Town of Southold (the "Issuer"), in the County of Suffolk, State of New York, HEREBY CERTIFY with respect to the issuance of the $255,000 Bond Anticipation Note for Payloader and Truck Tractor-1995 of the Issuer (herein referred to as the "Note" or "Notes" , dated and issued on May 16, 1995, as follows: Unless the context clearly requires otherwise, all capitalized terms not otherwise defined herein shall have the meanings set forth below or in the Resolution, the Code or the Regulations (each as defined below): ARTICLE I General 1.1. Authority of Siqnatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Note and am acting for and on behalf of the Issuer in signing this certificate. 1.2. Purpose of Certificate. This certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the date hereof as to future events regarding the amount and use of proceeds of the Note. It is intended and may be relied upon for purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and as a certification described in Section 1.148-2(b) (2) of the Treasury Regulations (the "Regulations"). This certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Note. The provisions of this certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. 1.3. Reasonable Expectations. This certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Note will not be used in a manner that would cause the Note to be an arbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.4. 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, NYI [06220.1 015558 CERT 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. Additional Information. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Note for federal income taxation purposes. 1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the Note are being invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield and having a term of 4 years or more. 1.9 IRS Information Reportinq. The Issuer will make a timely filing of the appropriate IRS Form 8038-G or 8038-GC. NYI 106220 I 015558 CERT ARTICLE II Use of Project and__Proc__eed~ 2.1. A__uthorization. (a) The Note is authorized to be issued pursuant to applicable provisions of the laws of the State of New York and the bond resolution duly adopted by the Town Board on November 1, 1994 (the ,,Resolution"), as referred to in the Certificate of Determination executed by the Supervisor on May 16, 1995. (b) For purposes of this Article II the term ,,proceeds" means the net amount (after payment of all costs and expenses associated with issuing the Note) received by the Issuer from the sale of the Note, excluding accrued interest. 2.2. Purpose of Issue. The Note is being issued to provide funds for the purchase of a payloader and truck tractor (the ,,Project"), as further described in the Resolution. 2.3. Use of Proceeds. The proceeds of sale of the Note will be used to provide original funds for the Project. 2.4. Ownership/Lease/Sale- The Project will be owned by the Issuer or another state or local governmental unit and · will not be leased to any person who is not a state or local governmental unit. It will not (except to the extent that any of the projects financed involve grants) be sold or otherwise -disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used - directly or indirectly to make loans to persons other than a governmental unit. 2.6. Private Use. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business 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. NYI 106220.1 015558 CERT 2.7. Unrelated/Related Disproportionate Us~. 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 Project 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 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 NYI 106220.I 015558 CERT 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 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. NYI 106220.1 015558 CERT ARTICLE III Arbitraqe/Rebate Exemption 3.1. Temporary Period. The proceeds of the sale of the Note may be invested without restriction as to yield during the three-year temporary period commencing on the date hereof, because: (a) The Issuer has entered into or will enter into within six months from the date of this certificate, binding commitment(s) for the acquisition, construction or accomplishment of the Project, and the amount of such commitment(s) with respect to such Project will or do exceed the amount equal to 5% of $255,000, being the aggregate amount of obligations currently issued for such Project. (b) Such Project has been completed, or, if such Project has not been completed, work on the acquisition, construction or accomplishment of such Project will proceed or is proceeding with due diligence to completion. (c) It is reasonably expected that at least 85 percent of the net sale proceeds of the Note will be expended within three years from the date of this Certificate. No more than 50 percent of the proceeds of the bonds will be invested in nonpurpose investments with a term of four years or more. 3.2. Rebate. The Note is not subject to the rebate requirement imposed by Section 148 of the Code because: (i) the Issuer is a governmental unit with general taxing powers; (ii) the Note does bond" as that the Code; not constitute a "private activity term is defined in Section 141 of (iii) ninety-five percent or more of the net proceeds the sale of the Note is to be used for local governmental activities of the Issuer; and of (iv) the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expects that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the current calendar year will not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation shall be taken into account if it is a current refunding obligation issued in the calendar year in which the Note is being issued which does not exceed the NYI 106220.[ 015558 CERT outstanding principal amount of the obligation to be refunded. 3.3. No Excess Proceeds. The total proceeds of sale of all bond anticipation notes issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Repayment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.5. Debt Service Fund. The taxes used to pay principal and interest on the Note, whether or not deposited in a debt service fund, will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Note. Any amounts received from the investment of such deposit or accumulation will be expended within one 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 will not exceed the greater of the earnings on such fund for the immediately preceding year or one- twelfth of the debt service on the Note for the immediately preceding year. 3.6. Sinkinq Funds. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Qualificatiom 4.1. Desiqnation. 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: (±) the Issuer does not reasonably anticipate that the amount of "qualified tax-exempt obligations" to be issued by the Issuer during the current calendar year will exceed $10,000,000; and (ii) the amount of "qualified tax-exempt obligations,, issued by the Issuer during the current calendar year does not as of this date, and including this issue, exceed $10,000,000. NYI 106220.1 0[5558 CERT ( SEAL ) IN WITNESS WHEREOF, I have hereunto set my hand and affixed the cg~porate seal of the Town of Sout~fld, this 16th day of May, 1995./~ / Supervisor NYI [06220.[ 015558 CERT The resolution published herewith has been aOopted on the I st day of November, 1994, and the validity of the obliga- tions authorized by such reso- lution may be hereafter con- tested only if such obligations were authorized for an object or purpose for which the TOWN' OF SOUTHOLD, in the County of Suffolk, New York, is not authorized to ex- pend money or if the provisions of law which should have been complied with as of the dat~ of publication of this Notice were not substantially complied with, and an action, suit or pro- ceeding, contesting such valid- ity is commenced within twenty days after the publica- tion of this Notice, or such ob- ligations were authorized in violation of'the provisions of the constitution. JUDITH T. TERRY Town Clerk BOND RESOLUTION OF , -THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED NOVEMBER 1, 1994, AUTHORIZING THE ACQUISITION OF CHINERY AND APPARA- TUS FOR LEASE TO AND USE BY THE SOUTHOLD SOLID WASTE MANAGE- MENT DISTRICT, STAT- lNG THE ESTIMATED MAXIMUM COST THEREOF IS $335,000, APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE AMOUNT OF $30,000 TO BE RECEIVED AS AN ALLOWANCE ON THE TRADE-IN OF MACHIN- ERY AND APPARATUS CURRENTLY OWNED BY THE TOWN TO BE AP- PLIED TOWARDS THE COST THEREOF, AND AUTHORIZING THE ISSUANCE OF $305,000 SERIAL BONDS OF SAID TOWN TO FINANCE THE BALANCE OF SAID APPROPRIATION. THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK HEREBY RE- SOLVES (by the favorable vote of not less than two-thirds of all the members of said Town Board) AS FOLLOWS: Section h The Town of Southold, in the Count)' of Suf- folk, New York (herein called "Town"), is hereby authorized to acquire machinery and ap- paratus to be leased to and used by the Southold Solid Waste Management District at the solid waste facility in Cutchogue, in said District, for maintaining, constructing, re- constructing and repairing same, including: (a) a payloader, at the estimated maximum cost of $255,000 and (b) a truck tractor, at the esti- mated maximum cost of $80,000. The estimated total cost thereof, including prelimi- nary. costs and costs incidental thereto and to the financing thereof, is $335,000 and said amount is hereby appropriated therefor, including the amount of approximately $30,000 ex- pected to be received as an al- lowance on the trade-in of ex- isting machinery and apparatus cdrrently owned by the Town towards the cost of the payloaders, as referred to in Section I (a) hereof. The plan of financing includes the issu- ance of $305,000 serial bonds of the Town to finance the bal- ance of said appropriation, and the levy and collection of taxes on all the taxable real property in the Town to pa5' the princi- pal of said bonds and the inter- est thereon as the same shall become due and payable. Section 2. Serial bonds of I~onds shall be general obliga- nons of the Town, payable as to both pr'nclpal and interest by general tax upon all the taxable real properS, within the town without limitation of rate or amount. The faith and credit of the Town are hereby irrevoca- bly pledged to the punctual .payment of the principal of and interest on said bonds and any notes issued in anticipation of thc sale of said bonds and pro- vision shall be made annually in the budget afthe Town by appropriation for (a) the amor- tization and redemption of the bonds and any notes in antici- pation ther.~ofto mature in such year and (b) the payment of interest to be due and payable in such )'ear. Section s. qnbject to the proxision~ of this resolution the provMons of Section 2 relative to the authorization the issuance ofhond~ with sub- stantially level or declining an-, nual debt service and or Sec- tion 30.00 relative to ~he autho- tion 50.00 and Section~ 56.00 to 60.00 of the kaw. the pox~- ers and duties et' the Board relating to authorizing bond anticipation notes and prescribing the tenns, tbno and contents and as to the sale und issuance of the bonds herein authorized and ofan~ bond an- ticipation notes issued in antici- pation of said bonds, and the renewals of said notes, are hereb5 delegated to thc Super- visor, the chief fiscal officer of Section 6. Ibc validib of the bonds amborized by this resolution and of any notes is- sued in anticipation of the sale of said bonds nmb be contested only it2 (a) such obligations are au- thorized tbr an 'o~}ecl or pur- pose for which the Tox~ n is not authorized to expend mone>, or (b) the proxisions et' law which should be complied ~ ith at the date of the publicanon el tially compiled x~ith, and an testing such xalidity is com- mended within txx enb dax ~ ter thc date ot'snch pub]i~mion. to) ~ud~ obli~ution~ ,.c au tboFized in x iolutit,n ot'thc lution ~hull take el'lect unmc diately, and the To~xn Clerk l~ hereby authorized and directed to publish Iht tbre?in~ lution in Ihll. to~ethet xxith a ~otice attacllcd in ~ubqantktlh the form prescribed b3 ~ecti,n 81.00 ofll~e kuxx in 'llll; LONG IS[.AND [R.~X- ELER-X~ ATCtlMA N." a nex~ spapcr published Southold. New York. und in" THE StrFFOI K I[MEN." a newspaper i)ublished Mattituck. New York. each or ertl circulation in fl~e Ioxl n for ,ttch publication. IX II has been ndopted on the 1st day of the obligations authorized hy such res- olution may be hereafter contested only IF such obligations were autho- rized for an object or purpose for whisk th~TOWN OF SOUTI~LD, in the County of Suffolk, New York, is have been COmplied with a~ of the date such validity is commenced within Town C/erk ~43ND I~;IOLUTION O~ TI:[E ,1~94, AUTHORIZING THE ACQUISITION OF MACHINERy AND APPARATUS FOR LEASE MAXIMUM COST THEREOF IS $30,000 TO BE RECEIVED AS AN A~OWA, NCE ON THE cost of $255,000 and (b) a truck eac- $305,000 ~edal bonds of th~ Town to STATE OF NEW WORK) ) SS: COUNTY OF SUFFOLK ) of Mattltuck, in said Count, being duly sworn, says that he/she is Principal Clerk of THE SUFFOLK TIMES, a Weekly Newspaper, published at Mattituck, in the Town of Southoid, County of Suffolk and State of New York, and that the Notice of which the annexed is a printed copy, has been regularly published in said Newspaper once each week for[o_L weeks s ccessive y, comm~ff__~ng on the day of No. F~04884 . Oualified in Suffolk C~ ~J Principal Clerk om .issio. iros So em ' , .MLr Notary Public swornl ,, day o~~[~/ financing thereof, is :~a~,~ _ amount is hereby appropriated there- for. including the amount of appmxi- marely $30.000 expected to be received as an allowance on the trade- in of existing machinery and apparalua currently owned by the Town towards the cost of the payloader, as re fen-ed to in Section I (a), hereof. The plan of financing includes the issuance of $305,000 serial bonds of the Town to finance the balance of said appro- pdation, and the levy and collection of laxes on all the laxable real propa~ty in the Town to pay the pdncipai of said bonds and the interest thereon as the same shall become due and payable. Section 2. Serial bonds of the Towu in the principal amount of $305,000 are hereby authorized to be issued pur- suant to the provisions of the Local Finance Law, constituting Chapter a of the Consolidated Laws of the State of New York (herein called "Law"), to finance the balance of said appropriation. Section 3. Thc following additional matters are hereby determined ~ declared: (a) The period of probable ~ ness applicable to the spaeiti¢ ~ or pun/mae for which said seriai ~ authorized pursuant to thin resolution are to be issued, within the limitafitms of Section I 1.00 a. 28. of the Law, is fifteen (15) years; however, said bonds and any bond anticipation notes issued in anticipation of the sale thereof shall mature no later than five (5) years from the date of the original issuance of said bonds or notes. (b) The proceeds of the bonds here- in authorized and any bond antic- ipation notes issued in anticipation of said bonds may be applied to reim- burse the Town for expenditures made after the effective date of this resolu- tion for the purpose for which said bonds are authorized. The foregoing statement of intent with respect lo reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States T~easury Department. (c) The proposed maturity of the bonds authorized by this resolution will not exceed five (5) years. Section 4. Each of the bonds au- thorized by this resolution and any bond anticipation notes issued in an- ticipation of the sale of said bonds shall contain the n:citul of validity as prescribed by Section 52.00 of the EXTR3%CT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York November 1, 1994 A regular meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York, was held at the Town Hall, Southold, New York, on November 1, 1994 at 4:30 o'clock P.M. (Prevailing Time). There were present: Hon. Thomas H. Wickham, Supervisor; and Board Members: Councilman Joseph J. Lizewski Councilwoman Alice J. Hussie Councilman Joseph L. Townsend, Jr. Councilwoman Ruth D. Oliva Justice Louisa P. Evans There were absent: None. Also present: Councilwoman Hussie and moved its adoption: Judith T. Terry, Town Clerk Laury L. Dowd, Town Attorney offered the following resolution NY! 77919 ! 015558 RES BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED NOVEMBER 1, 1994, AUTHORIZING THE ACQUISITION OF MACHINERY AND APPARATUS FOR LEASE TO AND USE BY THE SOUTHOLD SOLID WASTE MANAGEMENT DISTRICT, STATING THE ESTIMATED MAXIMUM COST THEREOF IS $335,000, APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE AMOUNT OF $30,000 TO BE RECEIVED AS AN ALLOWANCE ON THE TRADE-IN OF MACHINERY AND APPARATUS CURRENTLY OWNED BY THE TOWN TO BE APPLIED TOWARDS THE COST THEREOF, AND AUTHORIZING THE ISSUANCE OF $305,000 SERIAL BONDS OF SAID TOWN TO FINANCE THE BALANCE OF SAID APPROPRIATION. SUFFOLK, less than two-thirds of all the members of said Town Board) FOLLOWS: Section 1. The Town of Southold, Suffolk, New York (herein called "Town"), THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF NEW YORK HEREBY RESOLVES (by the favorable vote of not AS in the County of is hereby authorized to acquire machinery and apparatus to be leased to and used by the Southold Solid Waste Management District at the solid waste facility in Cutchogue, in said District, for maintaining, constructing, payloader, at truck tractor, reconstructing and repairing same, including: (a) the estimated maximum cost of $255,000 and (b) a at the estimated maximum cost of $80,000. The a NYI 77919.1 015558 RES estimated total cost thereof, including preliminary costs and costs incidental thereto and to the financing thereof, is $335,000 and said amount is hereby appropriated therefor, including the amount of approximately $30,000 expected to be received as an allowance on the trade-in of existing machinery and apparatus currently owned by the Town towards the cost of the payloader, as referred to in Section 1 (a), hereof. The plan of financing includes the issuance of $305,000 serial bonds of the Town to finance the balance of said appropriation, and the levy and collection of taxes on all the taxable real property in the Town to pay the principal of said bonds and the interest thereon as the same shall become due and payable. Section 2. Serial bonds of the Town in the principal amount of $305,000 are hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33- a of the Consolidated Laws of the State of New York (herein called "Law"), to finance the balance of said appropriation. Section 3. The following additional matters are hereby determined and declared: (a) The period of probable usefulness applicable to the specific object or purpose for which said serial bonds authorized pursuant to this resolution are to be issued, within the limitations of Section 11.00 a. 28. of the Law, is fifteen (15) years; however, said bonds and any bond anticipation notes issued in anticipation of the sale thereof shall mature no later than NYI 77919.1 015558 RES five (5) years from the date of the original issuance of said bonds or notes. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department. (c) The proposed maturity of the bonds authorized by this resolution will not exceed five (5) years. Section 4. Each of the bonds authorized by this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by general tax upon all the taxable real property within the Town without limitation of rate or amount. The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the principal of and interest on said bonds and any notes issued in anticipation of the sale of said bonds and provision shall be made annually in the budget of the Town by appropriation for (a) the amortization and redemption of the bonds and any notes in anticipation thereof to mature in such NY1 77919.1 015558 RES year and (b) the payment of interest to be due and payable in such year. Section 5. Subject to the provisions of this resolution and of the Law and pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds with substantially l£.el or declining annual debt service and of Section 30.00 relative to the authorization of the issuance of bond anticipation notes and of Section 50.00 and Sections 56.00 to 60.00 of the Law, the powers and duties of the Town Board relative to authorizing bond anticipation notes and prescribing the terms, form and contents and as to the sale and issuance of the bonds herein authorized and of any bond anticipation notes issued in anticipation of said bonds, and the renewals of said notes, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. Section 6. The validity of the bonds authorized by this resolution and of any notes issued in anticipation of the sale of said bonds may be contested only if: (a) such obligations are authorized for an object or purpose for which the Town is not authorized to expend money, or (b) the provisions of law which should be complied with at the date of the publication of such resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or (c) such obligations are authorized in violation of the provisions of the constitution. NYI 77919.1 015558 RES Section 7. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish the foregoing resolution, in full, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "THE LONG ISLAND TRAVELER-WATCHMAN," a newspaper published in Southold, New York, and in "THE SUFFOLK TIMES," a newspaper published in Mattituck, New York, each of said newspapers having a general circulation in the To~rn and each hereby designated the official newspaper of said Town for such publication. NYI 77919.1 015558 RES The adoption of the Councilman Lizewski which resulted as follows: foregoing resolution was seconded by and duly put to a vote on roll call, AYES: Supervisor Wickham, Councilman Lizewski, Councilwoman Hussie, Councilman Townsend, Councilwoman Oliva, Justice Evans. NOES: None. The resolution was declared adopted. NYi 779i9.1 015558 RES CERTIFICATE I, JUDITH To TERRY, Town Clerk of the Town of Southold, in the County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract from the minutes of a meeting of the Town Board of said Town of Southold duly called and held on November 1, 1994, has been compared by me with the original minutes as officially recorded in my office in the Minute Book of said Town Board and is a true, complete and correct copy thereof and of the whole of said original minutes so far as the same relate to the subject matters referred to in said extract. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town of Southold this 1st day of November, 1994 (SEAL) Town Clerk NY1 77919.1 015558 RES