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HomeMy WebLinkAboutComputer SystemHO. 1 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF $OIYlHOLD ~ 60,000 BOND ANTICIPATION NOTE FOR PURCHASE OF COMPUTER SYSTEM-1988 The Town of Southold, in the County of Suffolk, a municipal corporation of the State ol~ New York, hereby acknowledges itself indchted and for value received promises to pay to the beaxer of this Note, or if it be registered, to the registered holder, the sum of ---Sixty Thousand ...................................... Dollars ($ 60,000 ........ -) on the t9th day of October , 1989 , together with interest thereon from the date hereof at thc rate of ---SLX' ..................................... per eentum ( 6.00%) 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 BANK OF NEW YORK, Greenport, 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 sueh TOwI~ Cieck and endorsing a certificate of such registration hereon, after which both with a written transfer of title and such Town Clerk shall thereupon ~egister this the al' ..... ' .r_ - '. -.:o ---~..v..~..., wa .IS legal representatives, and it shall ho dui .e-knowled ed or roved This Note is the only Note of an authorized issue, the principal amount of which is $60,000. ~ ~,= ~o~u z~o±unlon aoopEexl Dy tne Town Board on August 23, 1988, authorizin~ the issuance of $60,000 serial bonds for the purchase of a new computer system, and the Certificate of Determination executed by the Supervisor on October 19, 1988. This Note has been designated by the Town as a qualified tax-exempt, obligation pursuant to the provisions of Section 265 of the Internal Bevenue Code of 1986, as a~ended. The faith and credit of such Toval of Southold arc hereby ~rrevocably ~ledlged for the punctual payment of the principsl of and interest on this Note ~ecording to its tera s pt'~u oeen pemormea precedent to and m the muance of this Note, exist, h~ve happe~axl and have been performed, and that this Note, together with all other indebtedness of such Town of SoLltholgl ts within ewry debt and other limit prescribed by the Constitution and laws of such State, IN WETNESS WHEREOF, tbe Town of Southold has caused this Note to be signed by its T°va' 'Clerk Supervisor , and it~ corporaro seal to be hereunto affixed and this Note to be dated as by its m88. l~o. 2R-1 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD 36,000 BOND ANTICIPATION NOTE FOR PURCHASE OF A COMPUTER SYSTl~4-1990 The Town of Southold, in th~ County of Suffolk, a n~nicipal corporation of the :St~e of New York, hereby aeknowl.e~..itself indeBted.and for value received promises to pay to the bearer of this Note, or if it be reglstored, to the registereA holuer, the sum or ---Thirty-Six Thousand ................................... D01~r~ ($ 36,000 .... ~ ....... ) ,on the 18th 4~y of October , 19 91, Zogether with Laterest thereon from the date hereof aZ the ~te of ---six and twenty-nine ,hundredths ........... per centom ( 6.295) per annum, payable at motur~y. Both principal of end interest on tiffs Note will be paid in lawful money o! the United States of Amerlca~ at NORSTAR BANK, N.A., Southold, New York. At the request of the lmlder, the Town Cl~'k shall convert this Note-into a reglstercd Note by registering it in the name of the holder La the books of the Town kept in the office of such Town Clerk end endorsing a certificate of such registration herco~ after which both principal of end interest on this Note shall be payable only to the registered holder, his leal represcetativco~ successors or ,transferees. This Note shall then be trensferable only upon prc~sutatlon to such Town Clerk wF(h .a Writtsu transfer of title end such Town Clark shall thcranpun regW~er Note ia ~he name of the transferee in h~ books and shall endorse a cerflflcate of such regi~_tratin~_ he~?.~. S.~a transfer r~. be dated~ a~..d signed, by the registered holder, or hie legal repre~ntatives, a~.d it shall be .duly .i~. o~__le~. 8~_. the. ~ttee the signature the~o shall be certified as to its ~enuineness uy an officer or · ~ or ~ru~ co~en~, ~-~,~ 'aad authorized to do business in thl~ Stnle~ This Note is th~ only Note of an authorized renewal issue, the principal amount of which is $36,000. Ti~is Note may he called for redemption on eny date prior to maturity after thc giving of at least five ( 5 ) days' notice of the date of redemption by mailing of wrlt~u notice to the original purchaser, or if this ~%~ote ~e registered to the re~stered holder, and interest shall cease to be paid hereon after such date of redemption, This Note is issued pursuent to the provisle~s of the Local Finance Law, co~dtotin~ Chapter 88-a of tl~ Consolidated Laws of the S~to of New York. the bond resolution adopted by the Town Board on August 23, ~988, authorizing the issuance of $60,000 serial bonds for the purchase of a new cc~puter system, and the Certificate of Detenmination executed by the Supervisor on October 19, 1990. This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section 265 of the Internal Revenue Code of 1986, as ~ended. The faith and credit of such Town of Southold are hereby irrevocably pledged for the punctual payment of the principal of and interest on this l~ote according to its terms, It is hereby certifie~l and recited that all conditions, acts and things required by the Const!tution an.d .st. at.u.te? of t.h.e State of New York to exist, to have happened and to have been performed p. recedent to and in the issuance of to~ l~lOZe, as~sr~ have happened end have been performed, and that this Note, together with all other indebtedness of such Town of Southold i~ within every debt and other limit prescribed by the Constitution end laws of such State. IN WITNESS WHEREOF, Town of $outhold has caused this Note to be signed by Its Town Clerk A~EST: Supervisor , and Its corporate seal t~ be hereunto affixed end attested by its and this Note to be dated as of the 19th day of October TOWN OF SOUTHOLD // Supervisor , ~9 9(~ Town Clerk ~' uN{TEl') ~T ;er F..q h , I , STATE (IF :, ,,' ,I I Cq.fN'I~' I ! Y,"/~ (.1{" .,(){, [ [ [0" .1 ) ,: , 'T~e' Town ,.of ,Sauthold, ,in ,the Coun, ty ,of ,$uf f0,1k,, a ,~io]ipa2- 0er~at ~,on :,0f.,, the : ,' ' . , ~ r : '~ Of N~'Yoiki ~ ac~ow~ ~f~ ~e~' ~ fei ~lue ~e{led ~a b pay ~ ~ ~r bi ~ Hot~ ~" if R ~ ~ ~ ~ ~ter~ ~lde~ ~ s~ of ' ' .... ~sand~--=~-;-4 ..... ~-~--,~ .... ~--,--~?~a~ (~ 48,0bO-r-4~-~--'~-),, '~ ~ !9~h ~ Octo~r ', ' , 'I990. ~the~ ~ in~t'~t~ 'ft~ ~k ~ ~t a~ ~('~' d" a~' f{VO 'hllOdCodth~~ .... ~--~--~ ........ P"'eenfum ,(;6 ~h,,prh,e{p~ of m.d ini'e~t ~m ihk ~'de will bu {mid in lawfl,] money of the/ At the I~.queK nj' the holder, the I'('1'.~[1 : ~ ! ti;"/. 6hall convert thim u reKisirre~ N~c by n'gktering it h the u~e of the hdder in the l,ooks of Ibc '['Ui%'l kept i. prl.cipul (ff nod i~,~md on this ~ote shd{ }x~ pmya],lc o.{v to I{IC Te;~{sl.'cd hill(les, his {,~al rcp~¢ld,stivc~, su('ce~sors or tr~sfi:r~s. This N~ie sh;[[l th(~n hc truusf.,~ble .nly tl;)mt'l)re~ectmtit,~ {o huch , : ({~%':'1 il. ~ claret, an { . ~ · v the ~gL~t'~'d ~l les, or his {e~{d rep~s('ntathr% tulcl i ~h~ll ~'dui¥ ~wk~ oMcd~exl or )roved or i. nm1 uutk~rbed ?o (~o bu~in.m in this TP.i'4 N .... ~-~ I. izt20lil': \cji,' iii ,iCl ,liittIM'{/.,;ll r'ltll3V,-{: ~:.,!-;llft, Il'l? [~r'iill:iJ)al ,cal)unl o{~ ;vt'.ic]~ i,,~ ,mlhnr [;~ }fig thc and Li,e 'l%e faith aM cr~it o¢ tach I'C~Wi~ of .SULIII;(~J(] ;ne herel,y Irra'~ahly pledff~] /or the {.red,mi payment .~ the prir. cilml of ~md irflcrusi o. ihls Note ~wcoH{.g t. {t~ {crc.s. It Is here~y ccc/flied anti r.itf,d that .I} elmditiolls ~ts trod fid.gm r~l.i~d by the (~stilutkm and statWes el thc irate hapl)e~ed ~d lmve b~n perforate, mod that lhh Note, togs'tiler with all oilier ir:dcl)L~:o~s of such '['Cf'J!] (')~ ~(]tl~hoid Is within every debt ~]d other li.:it l;~'~eribol hy the Co:mstitut/~, a:'d ]:.'~ el sl;~'{~ Side. 1N %'JTNESS %%'HEREOF, 'I'f);%l~ OJ ~oL:thol({ ira- cauted this .N.~e to I)e ,ig..ed h~ ts ','OW;I {' J ¢l"k · and it.~ cor~;nu.: ~e.I., I~ h(!r~!unu) .ffixl~i emi af.t~st~d andth~Nnu!uzh(,del~!clasdthe 'I!!t'.l dnyot 3 t,;\ ( )l' IgtJd. EXTRACT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York August 23 , 1988 Southold, Town Hall, A regular meeting of the Town Board of the Town of in the County of Suffolk, New York, was held at the $outh61d, New York, onAu~ust 2% 1988 at 3:00 o'clock ~.M. (Prevailing Time). There were present: Councilpersons: Honorable Francis J. Murphy, Supervisor; and Raymond W. Edwards Jean W. Cochran George L. Penny IV Ruth O. Oliva Ellen M. Larsen There were absent: None Also present: Judith T. Terry, Town Clerk and moved Councilman Penny its adoption: offered the following resolution BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED;k~ 1988, AUTHORIZING THE PURCHASE OF A NEW COMPUTER SYSTEM, STATING THE ESTIMATED MAXIMUM COST THEREOF IS $60,000, APPROPRIATING SAID AMOUNT THEREFOR, AND AUTHORIZING THE ISSUANCE OF $60,000 SERIAL BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION. SUFFOLK, less than two-thirds of all the members of FOLLOWS: Section 1. The Town of Suffolk, New York (herein called THE TOWN BOARD OF THE TOWN OF SOUTHOLD, NEW YORK, HEREBY RESOLVES (by the favorable vote of not said Town Board) AS IN THE COUNTY OF to purchase a new computer system for the Town. The estimated maximum cost of said specific object or purpose, including preliminary costs and costs incidental thereto and the financing thereof, is $60,000 and said amount is hereby appropriated therefor. The plan of financing includes the issuance of $60,000 .serial bonds of the Town to finance 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 $60,000, are hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33- Southold, in the County of "Town"), is hereby authorized a of the Consolidated Laws of the State of New York (herein called "Law") to finance said appropriation. Section 3. The following additional matters are hereby determined and declared: (a) The period of probable usefulness of said specific object or purpose for which said $60,000 serial bonds authorized pursuant to this resolution are to be issued, within the limitations of SeCtion 11.00 a. 81. of the Law, is ten (10) years; however, the bonds authorized pursuant to this resolution or any bond anticipation notes issued in anticipation of the sale of such bonds shall mature no later than five (5) years from the date of original issuance of such bonds or notes. (b) Current funds are not required by the Law to be provided as a down payment prior to the issuance of the bonds authorized by this resolution or any bond anticipation notes issued in anticipation thereof in accordance with Section 107.00 d. 4 of the Law. (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 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 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. 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 ~81.00 of the Law iQ "THE LONG ISLAND TRAVELER-WATCHMAN," a newspaper published in Southold, New York, and in "THE SUFFOLK TIMES," a newspaper published inGreenport, New York, each having a general circulation in the Town and hereby designated the official newspapers of said Town for such publication. The adoption of the foregoing resolution was seconded by Councilwoman O[iva and duly put to a vote on roll call, which resulted as follows: AYES: Supervisor Murphy, Justice Edwards, Councilwoman Cochran, Councilman Penny, Councilwoman Oliva, Councilwoman Larsen. NOES: None. The resolution was declared adopted. CERTIFICATE I, JUDITH T. 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 August 2~ 1988, 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 2gth day of August, 1988. (SEAL) Town Clerk IUDITH T. TERRY To: Pat Wood, Publisher OFFICE OF THE TOWN CLERK TOWN OF $OUTHOLD August 26, 1988 Town Hall, 53095 Main Road P.O. Box 1179 Southotd, New York 1197l TELEPHONE The Long Island Traveler-Watchman Please replace this legal notice with the one delivered to you this morning. Thank you. PLEASE PUBLISH THE ATTACHED "NOTICE" AND "BOND RESOLUTION" IN ITS ENTIRETY ON SEPTEMBER 21, 1988, AND FORWARD THREE (3) AFFIDAVITS OF PUBLICATION TO JUDITH T. TERRY, TOWN CLERK, TOWN HALL, MAIN ROAD, SOUTHOLD, NEW YORK 11971. N~OTI CE The resolution published herewith has been adopted on the 23rd day of A_uugust, 1988, and the validity of the obligations authorized by such resolution may be hereafter contested only if such obligations were authorized for an object or purpose for which the TOWN OF SOUTHOLD, in the County of Suffolk, New York, is not authorized to expend money or if the provisions of law which should have been complied with as of the date of publication of this Notice were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the publication of this Notice, or such obligations were authorized in violation of the provisions of the constitution. JUDITH T. TERRY Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED A_~ 1988, AUTHORIZING THE PURCHASE OF A NEW COMPUTER SYSTEM, STATING THE ESTIMATED MAXIMUM COST THEREOF IS $60,000, APPROPRIATING SAID AMOUNT THEREFOR, AND AUTHORIZING THE ISSUANCE OF $60,000 SERIAL BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION. THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK, HEREBY RESOLVES (by the favorable vote of not less than two-thirds of all the members of said Town Board) AS FOLLOWS: Section 1. The Town of Southold, in the County of Suffolk, New York (herein called "Town"), is hereby authorized to purchase a new computer system for the Town. The estimated maximum cost of said specific object or purpose, including preliminary costs and costs incidental thereto and the financing thereof, is $60,000 and said amount is hereby appropriated therefor. The plan of financing includes the issuance of $60,000 .serial bonds of the Town to finance 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 amount of $60,000, are hereby authorized to be the provisions of the Local Finance Law, principal issued pursuant to constituting Chapter 33- a of the Consolidated Laws of the State of New York (herein called "Law") to finance said appropriation. Section 3. The following additional matters are hereby determined and declared: (a) The period of probable usefulness of said specific object or purpose for which said $60,000 serial bonds authorized pursuant to this resolution are to be issued, within the limitations of SeCtion 11.00 a. 81. of the Law, is ten (10) years; however, the bonds authorized pursuant to this resolution or any bond anticipation notes issued in anticipation of of such bonds shall mature no later than five (5) years date of original issuance of such bonds or notes. (b) Current funds are not required by the Law to be provided as a down payment prior to the issuance of the bonds authorized by this resolution or any bond anticipation notes issued in anticipation thereof in accordance with Section 107.00 d. 4 of the Law. (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 pmoperty within the Town without limitation of rate or amount. The faith and the sale from the 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 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 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. 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 381.00 of the Law in "THE LONG ISLAND TRAVELER-WATCHMAN," a newspaper published in Southold, New York, and in "THE SUFFOLK TIMES," a newspaper published inGreenport, New York, each having a general circulation in the Town and hereby designated the official newspapers of said Town for such publication. JUDITH T. TERRY TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD October 19, 1990 Town H~I, 53095Main Road P.O. Box 1179 $outhold, New York l1971 Fax (516) 765-1823 Telephone(516) 765-1801 Manuel Menendez, Jr., Esq. Hawkins, Delafield & Wood 67 Wall Street New York, New York 10005 Dear Mr. Menendez: Transmitted herewith are the executed documents with respect to the delivery of the $36,000 Bond Anticipation Note for Purchase of a Computer System-1990 of the Town of Southold, New York. Very truly yours, Judith T. Terry Southold Town Clerk Enclosure ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Scott L. Harris, Supervisor of the Town of Southold (the "Town"), in the County of Suffolk, New York, HEREBY CERTIFY and reasonably expect with respect to the issuance of the $36,000 Bond Anticipation Note for Purchase of a Computer System-1990 (the "Note") of the Town, dated October 19, 1990, as follows: 1. The Town will comply with all the procedures and provisions set forth below. The Town will perform all acts and things necessary and desirable to assure that interest paid on the Note, shall for the purposes of federal income taxation, be excludable from the gross income of the recipients thereof under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. The proceeds of sale of the Note will be used together with other funds of the Town in the amount of $12,000 to redeem a prior issue (the "Prior Issue") in the amount of $48,000 heretofore issued to provide funds for the purpose described (the "Project") in the resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted August 23, 1988, authorizing the purchase of a new computer system, stating the estimated maximum cost thereof is $60,000, appropriating said amount therefor, and authorizing the issuance of $60,000 serial bonds of said Town to finance said appropriation," adopted by the Town Board of the Town on the date therein referred to. 3. The Project has been completed, and all proceeds of the Prior Issue, including investment earnings, have been expended on the Project, or, if the Project has not been completed, it is reasonably expected that all of the proceeds of sale of the Prior Issue will be expended within three years from the date of issuance of the original notes issued pursuant to the resolution hereinabove cited in paragraph 2 hereof in renewal of which the Note is being issued. If the Project has not been completed, work on the acquisition, construction or accomplishment of the Project is proceeding with due diligence to completion. 4. The Note constitutes a current refunding bond and pursuant to the provisions of Section 148 of the Code is not subject to the rebate requirement imposed by the Code because: (1) the Prior Issue qualified for, and was taken into account under the rebate exception when issued; (ii) the aggregate face amount of the Note does not exceed $5,000,000~ (iii) the Prior Issue had a weighted average maturity of 3 years or less; and (iv) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the resolution hereinabove cited in paragraph 2 hereof in renewal of whioh the Note is being issued, does not exceed 30 years. 5. The total prpceeds of sale of all bond anticipation notes issued to date for the Project do not exceed:the total cost of the Project. 6. The Project will not 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 Town. 7. The Note will be paid from taxes and the proceeds of other obligations of the Town issued to fund the Note. 8. 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 not to exceed one years earnings on the fund or 1/12 of annual debt service. 9. Except for the debt service fund described herein the Town has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Town reasonably expects to use to pay principal or interest on the Note. 10. No portion of the proceeds of the Note will be invested, directly or indirectly, in federally insured deposits or accounts other than investments of a debt service fund or investments for an initial temporary period. 11. The Project will be owned by the Town 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 ~rants) be sold or otherwise disposed of, in whole or in part, prior to the maturity date of the Note. 12. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business carried on by a natural person, or in any activity carried on by a person other than a natural person ("Private Use"), excluding use by a state or local government unit and use as a member of the general public, 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 Town, in respect of property or borrowed money used or to be used for a Private Use. 13. No more than 5% of the proceeds of the Note will be used to finance property used by a nongovernmental person in a Private Use which is unrelated to the governmental use of the property being financed. 14. No more than 5% of the proceeds of the Note is allocable to any disproportionate related Private Use. For purposes of this Arbitrage and Use of Proceeds Certificate, Note proceeds 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 paragraph 12, above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 15. For purposes Of paragraphs 12, 13 and 14, 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 (1) a term (including renewal options) not in excess of five years, (2) payments no portion of which are based on a share of net profits and at least 50 percent of which are made on a periodic, fixed-fee basis, and (3) termination by either party, without penalty, at the end of any three-year period is not considered a Private Use. 16. The amount of proceeds of the Note that will be used directly or indirectly to make loans to persons other than a governmental unit is not more in the aggregate than the lesser of $5,000,000 or 5% of such proceeds. 17. To the extent the amount of proceeds of the Note to be used to make loans to any borrowers (including loans referred to in paragraph 16 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. For purposes of this paragraph the term loan does not include any use of proceeds by an agency of the Town unless such agency is a political subdivision or an instrumentality of the Town. 18. 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. 19. The Note is hereby designated 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; (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 ~ursuant to the resolution hereinabove referred to in paragraph 2 hereof in renewal of which the Note is being issued, does not exceed 30 years; and (vi) not more than $10,000,000 of obligations issued by the Town during the calendar year in which the Prior Issue was issued, were designated by the Town as "qualified tax-exempt obligations". 20. The Town has not received notice that it has been listed by the Commissioner of Internal Revenue as an issuer that may not certify its obligations, nor has it been advised that the Commissioner is contemplating listing the Town as a governmental unit that may not certify its obligations. On the basis of the foregoing, it is not expected that the proceeds of sale of the Note will be used in a manner that would cause the Note to be an "arbitrage bond" under Section 148 of the Code and the Income Tax Regulations prescribed thereunder. To the best of my knowledge and belief, there are no other facts, estimates or circumstances that would materially change the foregoing conclusion. I am one of the officers of the Town of Southold charged by the resolution of the Town Board of said Town hereinabove cited in paragraph 2 hereof with the responsibility for issuing the Note and, as such, am an official whose certification may be relied upon as the certification of the Town as referred to in Section 148 of the Code, and Sections 1.10'3-13, 1.103-14 and 1.103-15 of the Income Tax Regulations thereunder. Neither I nor the Town has been notified or advised by the Internal Revenue Service of any contemplated publication of a notice in the Internal Revenue Bulletin that the certification of the Town as to arbitrage status may no longer be relied upon by purchasers of its bonds or notes. This certification has been delivered as part of the record of proceedings and accompanying certificates with respect to the issuance of the Note and the provisions of this certificate constitute a contractual obligation of the Town in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. (SEAL) IN WITNESS W/4EREOF, I have hereunto set my hand and affixed the corporate seal of the Town of $outhold, this nineteenth day of October, 1990. ' /Superviso~- AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK COUNTY OF SUFFOLK :SS: Judith T. Terry, being duly sworn upon his/her oath deposes and says: (1) I am the duly appointed, qualified and acting Town Clerk of the Town of $outhold, 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 nineteenth day of October, 1990, 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. Clerk Subscribed and sworn to before me this nineteenth day of October, 1990. N~ta~.~ Public, State of(/~ew York Term rJqxrel Oetol~, 31.1 ~.. 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. CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF A $36,000 BOND ANTICIPATION NOTE FOR PURCHASE OF A COMPUTER SYSTEM-1990 OF THE TOWN OF SOUTHOLD, NEW YORK, I, Scott L. Harris, 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 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 $36,000 shall be issued in anticipation of the sale of the serial bonds authorized pursuant to the resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted August 23, 1988, authorizing the purchase of a new computer system, stating the est'imated maximum cost thereof is $60,000, appropriating said amount therefor, and authorizing the issuance of $60,000 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 and Title: $36,000 Bond Anticipation Note for Purchase of a Computer System-1990 Dated: October 19, 1990 Matures: October 18, 1991, subject to prior redemption Number and Denomination: Number 2R-l, at $36,000 Interest Hate per annum: 6.29% 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 note or notes in the amount of $48,000 maturing on October 19, 1990, the redemption thereof having been provided to the extent of $12,000 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 $60,000, and the amount of bond' anticipation notes which will be outstanding after the issuance of the Note, including said Note will be $36,000. 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 as follows: to Norstar Bank, N.A., Southold, New York, for the purchase price of $36,000, 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 Norstar Bank, N.A., Southold, New York, and shall bear interest at the rate of six and twenty-nine hundredths per centum (6.29%) 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, ! have hereunto nineteenth day of October, 1990 set my hand this CLERK'S CERTIFICATE I, Judith T. Terry, Town Clerk of the Town of $outhold, 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 nineteenth day of October, 1990; 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 nineteenth day of October, 1990. (SEAL) Town Clerk 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 October 19, 1990, we officially signed and properly executed by manual signatures a $36,000 Bond Anticipation Note for Purchase of a Computer System-1990 (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 s.igning 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, Scott L. Harris, Supervisor, HEREBY FURTHER CERTIFY that on October 19, 1990, ! delivered said Note to .Norstar Bank, N.A., 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 ............................... $36,000 Interest on said Note accrued to the date of such delivery ............. -0- Amount Received ..................... $36,000 (SEAL) IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this nineteenth day of October, 1990. Term of Office ature Expires Title ~ December 31, 1991 Supervisor ecember 31,'/ ' ~-~'-.~z 1993 Town Clerk ~ I HEREBY CERTIF.Y that the signatures of the officers of th~a~h~e-named Town, wh.~ch appear above, are true and genuine and ~hat~I know said officers and know them to resp. e~iv~-gffices set opposite their signatures. 7/ \ ,,.V . //~ /)/I ' ~..~;L~.a~'ot.o~ar, " $OUTHuLD, N.Y. 11971 ////~, z~-/-- - , ~a~ag~,.o f ~/~gnature) (Title) (Name of Bank) ATTORNEY'S CERTIFICATE I, Matthew G. Kiernan, 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 am the duly chosen, qualified and acting Assistant 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 nineteenth day of October, 1990. ~~ ~ / I Attorney SCHEDULE A Amount and Title: Dated: Matures: Number and Denomination: Interest Rate per annum: $36,000 Bond Anticipation Note for Purchase of a Computer System-1990 October 19, 1990 October 18, 1991, subject to prior redemption Number 2R-l, at $36,000 6.29% CERTIFICATE OF DETERMINATION BY THE · SUPERVISOR RELATIVE TO AUTMORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF.A~$48,000 BOND ANTICIPATION NOTE-F~R PURCHASE OF A COMPUTER SYSTEM-1989 OF THE TOWN OF SOUTHOLD, NEW YORK. I, Francis J. Murphy, Supervisor of the Town of $outhold, 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 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 $48,000 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 August 23, 1988, authorizing the purchase of a new computer system, stating the estimated maximum cost thereof is $60,000, appropriating said amount therefor, and authorizing the issuance of $60,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on 2. The terms, form and as follows: the date therein referred to. details of said Note shall be Amount and Title: $48,000 Bond Anticipation Note for 'Purchase of a Computer System-1989 Dated: Matures: October 19 October 19 1989 1990 Number and Denomination: Number R-1 at $48,000 Interest Rate per annum: 6.05% Form of'Not.e: Substantially in accordance with form . prescribed by Schedule B, 2 of th~ Local Finance Law of the ~t~ of New York. 3. Said Note is issued to renew, in part, a note or notes in the amount of $60,000 maturing on October 19, 1989, the redemption thereof having been provided to the extent of $12,000 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 $60,000, and the amount of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note will be $48,000. 5. The serial bonds authorized pursuant to the resolution referred to in paragraph 1 hereo'f 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 as follows: to Norstar Bank, Main Road, Southold, New York, for the purchase price of $48,000, 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 Norstar Ba~k, Main Road, Southold, New York, and shall bear interest at the rate of six and five hundredths per centum (6.05%) per annum, payable at maturity. 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 ~elegated 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,myl have hereunto set m hand this nineteenth day. of October, 1989. 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 nineteenth day of October, 1989; and ! 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 nineteenth day of October, 1989. (SEAL) Town Clerk Q~__. CERTIFICATE ARBITRAGE AND USE ~ .~_pCEEDS I, Francis J. Murphy, Supervisor of the Town of Southold (the "Town"), in the County of Suffolk, New York, HEREBY CERTIFY and reasonably expect with respect to the issuance of the $48,000 Bond Anticipation Note for Purchase of a Computer System-1989 (the "Note") of the Town, dated October 19, 1989, as follows: 1. The Town will comply with all the procedures and provisions set forth below. The Town will perform all acts and things necessary and desirable to assure that interest paid on the Note, shall for the purposes of federal income taxation, be excludable from the gross income of the recipients thereof under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. The proceeds of sale of the Note will be used together with other funds of the Town in the amount of $12,000 to redeem a prior issue (the "Prior Issue") in the amount of $60,000 heretofore issued to provide funds for the purpose described (the "Project") in the resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted August 23, 1988, authorizing the purchase of a new computer system, stating the estimated maximum cost thereof is $60,000, appropriating said amount therefor, and authorizing the issuance of $60,000 serial bonds of said Town to finance said appropriation," adopted by the Town Board of the Town on the date therein referred to. 3. The Project has been completed, and all proceeds of the Prior Issue, including investment earnings, have been expended on the Project, or, if the Project has not been completed, it is reasonably expected that all of the proceeds of sale of the Prior Issue will be expended within three years from the original date of issuance of the notes issued pursuant to the resolution hereinabove cited in paragraph 2 hereof in renewal of which the Note is being issued. If the Project has not been completed, work on the acquisition, construction or accomplishment of the Project is proceeding with due diligence to completion. 4. The Note constitutes a current pursuant to the provisions of Section 148 of subject to the rebate requirement imposed by refunding bond and the Code is not the Code because: (i) the Prior Issue qualified for, and was taken into account under the rebate exception when issued; (ii) the aggregate face ~mount of the Note does not exceed $5,000,050; iii) the Prior Issue had a weighted average maturity of 3 years or less; and (iv) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the resolution hereinabove cited in paragraph 2 hereof in renewal of which the Note is being issued, does not exceed 30 years. 5. 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. 6. The Project will not 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 Town. 7. The Note will be paid from taxes and the proceeds of other obligations of the Town issued to fund the Note. 8. 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 not to exceed one years earnings on the fund or 1/12 of annual debt service. 9. Except for the debt service fund described herein the Town has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the ~own reasonably expects to use to pay principal or interest on the Note. 10. No portion of the proceeds of the Note will be invested, directly or indirectly, in federally insured deposits or Jccounts other than investments of a debt service fund or investments for an initial temporary period. 11. The Project will be owned by the Town 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, prior to the maturity date of the Note. 12. The aggregate a~ount, of proceeds of the Note used directly or indirectly in a trade or business carried on by a natural person, or in any activity carried on by a person other than a natural person ("Private Use"), excluding use by a state or local government unit and use as a member of the general public, 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 ~n 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 Town, in respect of property or borrowed money used or to be used for a Private Use. 13. No more than 5% of the proceeds of the Note will used to finance property used by a nongovernmental person in a Private Use which is unrelated to the governmental use of the property being financed. be 14. No more than 5% of the proceeds of the Note is allocable to any disproportionate related Private Use. For purposes of this Arbitrage and Use of Proceeds Certificate, Note proceeds 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 paragraph 12, above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 15. For purposes of paragraphs 12, 13 and 14, 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 %he 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 (1) a term (including renewal options) not in excess of five years, (2) payments no portion of which are based on a share of net profits and at least 50 percent of which are made on a periodic, fixed-fee basis, and (3) termination by either party, without penalty, at the end of any three-year period is not considered a Private Use. 16. The amount of proceeds of the Note that will be used directly or indirectly to make loans to persons other than a governmental unit is not more in the aggregate than the lesser of $5,000,000 or 5% of such proceeds. 17. To the extent the amount of proceeds of the Note tc be used to make loans to any borrowers (including loans referred to in paragraph 16 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. For purposes of this paragraph the term loan does not include any use of proceeds by an agency of the Town unless such agency is a political subdivision or an instrumentality of the Town. 18. 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. 19. The Note is hereby designated as a "qualified tax-exempt obligation" pursuant to the provisions of Section of the Code. 265 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; (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 ~ursuant to the resolution hereinabove referred to in paragraph 2 hereof in renewal of which the Note is being issued, does not exceed 30 years; and (vi) not more than $10,000,000 of obligations issued by the Town during the calendar year in which the Prior Issue was issued, were designated by the Town as "qualified tax-exempt obligations". 20. The Town has not received notice that it has been listed by the Commissioner of Internal Revenue as an issuer that may not certify its obligations, nor has it been advised that the Commissioner is contemplating listing the Town as a governmental unit that may not certify its obligations. On the basis of the ~oreg~ing, it is not expected that the proceeds of sale of the Note will be used in a manner that would cause the Note to be an "arbitrage bond" under Section 148 of the Code and the Income Tax Regulations prescribed thereunder. To the best of my knowledge and belief, there are no other facts, estimates or circumstances that would materially change the foregoing conclusion. I am one of the officers of the Town of Sou%hold charged by the resolution of the Town Board of said Town hereinabove cited in paragraph 2 hereof with the responsibility for issuing the Note and, as such, am an official whose certification may be relied upon as the certification of the Town as referred to in Section 148 of the Code, and Sections 1.103-13, 1.103-14 and 1.103-15 of the Income Tax Regulations thereunder. Neither I nor the Town has been notified or advised by the Internal Revenue Service of any contemplated publication of a notice in the Internal Revenue Bulletin that the certification of the Town as to arbitrage status may no longer be relied upon by purchasers of its bonds or notes. This certification has been delivered as part of the record of proceedings and accompanying certificates with respect to the issuance of the Note and the provisions of this certificate constitute a contractual obligation of the Town in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. (SEAL) IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, this nineteenth day of~Q.~tober/ 1.~9. visor AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK COUNTY OF SUFFOLK :ss: Judith T. Terry, being duly sworn upon his/her oath deposes and says: (1) I am the duly appointed, qualified and acting Town Clerk of the Town of $outhold, 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 nineteenth day of October, 1989, 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 'nineteenth day of October, 1989. Nota~4y Public, State ~f New York 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. 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 October 19, 1989, we officially signed and properly executed by manual signatures a $48,000 Bond Anticipation Note for Purchase of a Computer System-1989 (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 sea! 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, Francis J. Murphy, Supervisor, HEREBY FURTHER CERTIFY that on October 19, 1989, I delivered said Note to Norstar Bank, Main Road, 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 ................................... $48,000 Interest on said Note accrued to the date of such delivery ................. -0- Amount Received ......................... $48,000 (SEAL) IN WITNESS said corporate seal of October, 1989. WHEREOF, we have hereunto set our hands and has hereunto been affixed this nineteenth day ~,~ha .t I (Signature) Term of Office Expires December 31, 1989 December 31, 1989 I HEREBY CERTIFY that the signatures above-named Town, which appear above, are know said officers and know them to hold the tive offices set opposite their signatures. (Title) of Title Supervisor Town Clerk of the officers of true and genuine (Name of Bank) ATTORNEY'S CERTIFICATE I, James A. Schondebare, 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 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 nineteenth day of October, 1989. SCHEDULE A Amount and Title: Dated: Matures: Number and Denomination: Interest Rate per annum: $48,000 Bond Anticipation Note for Purchase of a Computer System-1989 October 19, 1989 October 19, 1990 Number R-i, at $48,000 6.05%