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HomeMy WebLinkAboutFishers Island Ferry Dist 1,725,000 ~@ :;;0> <<5'~ ijfw ~~ rn" o < o n No.2R-l , ._~: :_~~ J12u'~~1_ioo? I UNITED STATES OF AMERICA STATE OF NEW YORK ~'.'Li'~~'~Y~:';bi;~:.;.j~T0,~, ~':/ I ~g~~FO:O~~g~ fl;Y La 10 J 9 )0 ~ BOND ANTICIPATION NOTE FOR FISHERS ISLAND FERRY DlSTk'lcT-20OS The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby acknowledges itself indebted and for value received promises to pay to the bearer of this Note or, ifit be registered, to the registered holder, the sum of ONE MILLION SEVEN HUNDRED TWENTY-FIVE mOUSAND DOLLARS ($1,725,000) on the 9th day of June, 2006, together with interest thereon from the date hereof at the rate of two and seventy-five hundredths I per centum (2.75%) per annum, payable at maturity, unless redeemed prior to maturity as herein provided. Both principal of and interest on this Note will be paid in lawful money of the United States of America, at Bridgehampton National Bank, Southold, New York. At the request of the holder, the TO,""TI Clerk. shall convert this Note into a registered Note by registering it in the name of the halderin the books afthe Town kept in the office O'fsuch Tawn Clerk and endarsing a certificate afsuch registratian hereon, after which both principal of and interest on this Note shall be payable only to the registered holder, his legal representatives, successars ar transferees. This Nate shall then be transferable only upon presentatian to such To\VIl Clerk with a written transfer of title and such Town Clerl< shall thereupon register this Note in the name of the transferee in his books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal representatives, and it shall be duly acknowledged ar proved, or in the alternative the signature theretO' shall be certified as to its genuineness by an officer af a bank or trust campany located and authorized to' dO' business in this State. This Note is the only Note of an authorized renewal issue, the principal amount of which is $1,725,000. This Note may be called for redemption, after the giving of at least five (5) days' written notice of the date ofredemption by mailing of written notice to the original purchaser, or if this Note be registered to the registered holder, and interest shall cease to be paid hereon after such date af redemption. This Nate is issued pursuant to' the pravisians of the Lacal Finance Law, constituting Chapter 33-a afthe Cansolidated Laws of the State of New York, the bond resolution adopted by the Town Board on July 31, 2001 and amended on October 21, 2003, authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of the facilities of the Fishers Island Ferry District, in said Town, and the Certificate of Determination executed by the Supervisor on June 10,2005. This Note has been designated by the Town as a qualified tax-exeropt obligation pursuant to the provisions of Section 265 of the IntemaJ Revenue Code of 1986, as amended. The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the Constitntion and statntes of the State of New York to exis~ to have happened and to have been performed precedent to and in the issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedoess of such Town, is within every debt and other limit prescribed by the Constitntion and laws of such State. IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by its Town Clerk and this Note to be dated as of the lOth day of June, 2005. I (SEAL) By ATTEST: ~o":l;/d2Z:;n/~, Town C erk REGISTRATION CERTIFICATE It is hereby certified that the within Note has been registered as follows: Date of Registration Name of Registered Holder Registered by - ~ q)eIajkId &: fPrxxI Dr?? 67 WALL STREET NEW YORK, NY 10005 WWW.HAWKINS.COM June 10, 2005 The Town Board of the Town of Southold, in the County of Suffolk, New York Ladies and Gentlemen We have examined a record of proceedings relating to the issuance of the $1,725,000 Bond Anticipation Note for Fishers Island Ferry District-2005 (the "Note") of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York The Note is dated June 10, 2005, matures June 9, 2006, subject to prior redemption, is payable to bearer, is a single note in the denomination of$I,725,000, is numbered 2R-I, bears interest at the rate of 2.75% per annum, is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, the bond resolution adopted by the Town Board on July 31, 2001 and amended on October 21,2003, authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of facilities of the Fishers Island Ferry District and the Certificate of Determination executed by the Supervisor on June 10, 2005. Said Bond Anticipation Note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon without limitation of rate or amount The enforceability of rights or remedies with respect to the Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery of the Note, and, in our opinion, such certificate contains provisions and procedures under which such requirements can be met 476514.1019513 CERT In our opinion, the interest on the Note is excludable under existing statutes and court decisions from the gross income of the recipients thereof for federal income tax purposes pursuant to Section 103 of the Code, and under existing statutes interest on the Note will not be treated as a preference item in calculating the alternative minimum tax that may be imposed under the Code with respect to individuals and corporations. In rendering the foregoing opinion we have assumed the Town's compliance with the Arbitrage and Use of Proceeds Certificate. Further, in our opinion, under existing statutes, interest on the Note is exempt from New York State and New York City personal income taxes. Other than such record of proceedings, we have not been requested to examine or review and have not examined or reviewed the accuracy or sufficiency of any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of the Note and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof The form of the Note is prescribed by Schedule B, 2 of the Local Finance Law of the State of New York, but we have not examined the executed Note Very truly yours, f) I ~~~LLP 476514.1019513 CERT ~ ~eIafkId & 1f/cxxf H[JjJ 67 WALL STREET NEW YORK, NY 10005 WWW.HAWKINS.COM June 10, 2005 The Town Board of the Town of South old, in the County of Suffolk, New York Ladies and Gentlemen: We have examined a record of proceedings relating to the issuance of the $1,725,000 Bond Anticipation Note for Fishers Island Ferry District-2005 (the "Note") of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. The Note is dated June 10, 2005, matures June 9, 2006, subject to prior redemption, is payable to bearer, is a single note in the denomination of$I,725,000, is numbered 2R-I, bears interest at the rate of 2.75% per annum, is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, the bond resolution adopted by the Town Board on July 31, 2001 and amended on October 21,2003, authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of facilities of the Fishers Island Ferry District and the Certificate of Determination executed by the Supervisor on June 10, 2005. Said Bond Anticipation Note is a temporary obligation issued in anticipation of the sale of permanent serial bonds In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to the Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery of the Note, and, in our opinion, such certificate contains provisions and procedures under which such requirements can be met. 476514.1019513 CERT In our opinion, the interest on the Note is excludable under existing statutes and court decisions from the gross income of the recipients thereof for federal income tax purposes pursuant to Section 103 of the Code, and under existing statutes interest on the Note will not be treated as a preference item in calculating the alternative minimum tax that may be imposed under the Code with respect to individuals and corporations. In rendering the foregoing opinion we have assumed the Town's compliance with the Arbitrage and Use of Proceeds Certificate. Further, in our opinion, under existing statutes, interest on the Note is exempt from New York State and New York City personal income taxes. Other than such record of proceedings, we have not been requested to examine or review and have not examined or reviewed the accuracy or sufficiency of any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of the Note and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof The form of the Note is prescribed by Schedule B, 2 of the Local Finance Law of the State of New York, but we have not examined the executed Note -H;:i;lJiutptaf uP 476514.1019513 CERT . ~ 9lJeIaji'eId & ft/rxx/ BfJJ 67 WALL STREET NEW YOR,' .." ._--~ W_H_ ~$J1qS CR1rJ/IJ~ O,4/AJIIMI June 10, 2005 We have examined a record of proceedings relating to the issuance of the $1,725,000 Bond Anticipation Note for Fishers Island Ferry District-2005 (the "Note") of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. The Note is dated June 10, 2005, matures June 9, 2006, subject to prior redemption, is payable to bearer, is a single note in the denomination of$I,725,000, is numbered 2R-I, bears interest at the rate of 2.75% per annum, is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, the bond resolution adopted by the Town Board on July 31, 2001 and amended on October 21,2003, authorizing the issuance of $4,800,000 serial bonds for the increase and improvement of facilities of the Fishers Island Ferry District and the Certificate of Determination executed by the Supervisor on June 10, 2005. Said Bond Anticipation Note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to the Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery of the Note, and, in our opinion, such certificate contains provisions and procedures under which such requirements can be met. 476514.1019513 CERT In our opinion, the interest on the Note is excludable under existing statutes and court decisions from the gross income of the recipients thereof for federal income tax purposes pursuant to Section 103 of the Code, and under existing statutes interest on the Note will not be treated as a preference item in calculating the alternative minimum tax that may be imposed under the Code with respect to individuals and corporations. In rendering the foregoing opinion we have assumed the Town's compliance with the Arbitrage and Use of Proceeds Certificate. Further, in our opinion, under existing statutes, interest on the Note is exempt from New York State and New York City personal income taxes Other than such record of proceedings, we have not been requested to examine or review and have not examined or reviewed the accuracy or sufficiency of any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of the Note and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof The form of the Note is prescribed by Schedule 8,2 of the Local Finance Law of the State of New York, but we have not examined the executed Note. H:iJli; 4J.tCd' 476514.1019513 CERT . CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF THE $1,725,000 BOND ANTICIPATION NOTE FOR FISHERS ISLAND FERRY DISTRICT -2005 OF THE TOWN OF SOUTHOLD, NEW YORK. I, Joshua Y. Horton, Supervisor of the Town of South old, 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 amended and as referred to in paragraph I hereof, and subject to the limitations prescribed in said bond resolution, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $1,725,000 shall be issued to renew, in full, bond anticipation notes in the aggregate amount of $1,725,000 in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution ofthe Town of South old, New York, adopted July 31, 200 I and amended October 21, 2003, appropriating the amount of$10,500,000, including the amounts of any grants that may be received from the United States and the State of New York for the increase and improvement of the facilities of the Fishers Island Ferry District, in said Town and authorizing the issuance of serial bonds of said Town in the principal amount of not to exceed $4,800,000 to finance that portion of said appropriation for which such grants are not available," duly adopted and amended by the Town Board on the dates therein referred to, and the Certificate of Determination executed by the Supervisor on June 10, 2005. 2. The terms, form and details of said Note shall be as follows: Amount and Title: $1,725,000 Bond Anticipation Note for Fishers Island Ferry District-2005 Dated: June 10, 2005 Matures: June 9, 2006, subject to prior redemption Number and Denomination: Number 2R-I, at $1,725,000 476514.1019513 CERT j Interest Rate per annum: 2.75% 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. The amount of bond anticipation notes originally issued in anticipation of the issuance of the serial bonds authorized pursuant to the bond resolution referred to in paragraph I, hereof, including the Note, is, $4,800,000, and the amount of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be $4,700,000. 4. The serial bonds authorized pursuant to the resolution referred to in paragraph I, hereof, are for improvements which are assessable. 5. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Bridgehampton National Bank, Southold, New York, for the purchase price of$I,725,OOO, 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 Bridgehampton National Bank, Southold, New York, and shall bear interest at the rate of two and seventy-five hundredths per centum (2.75%) per annum, payable at maturity, or prior redemption. 6. The Note shall be executed in the name of the Town by the manual signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted, impressed or otherwise reproduced thereon and attested by its Town Clerk. 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 10th day of June, 2005. 476514.1019513 CERT CLERK'S CERTIFICATE I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on or before the 10th day of June, 2005, 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 and exercised by the Supervisor has been adopted by said Town Board IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 10th day of June, 2005 (SEAL) ~~/-/T.( a 25)"'~.~/~ Town Clerk 476514.1019513 CERT ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Joshua Y. Horton, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the issuance of the Issuer's $1,725,000 Bond Anticipation Note for Fishers Island Ferry District- 2005, (herein referred to as the "Note" or "Notes"), dated and issued on June 10, 2005, as follows: Unless the context clearly requires otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article II hereof or in the Resolutions, the Code or the Regulations (each as defined below). ARTICLE I GENERAL 1.1. Authority of SignatoI)'. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Notes and am acting for and on behalf of the Issuer in signing this Arbitrage and Use of Proceeds Certificate (the "Certificate"). 1.2 Description of Notes. The Issuer represents that the Notes are sold at the aggregate Issue Price and are further described as set forth in the Certificate of Determination of the Issuer and on the cover of the Official Statement. 1.3. Purpose of Certificate. This Certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the Issue Date as to future events regarding the amount and use of proceeds of the Notes. It is intended and may be relied upon for purposes of Sections 103 and 141 through 150 of the Code, and as a certification described in Section 1.1 48-2(b )(2) of the Regulations. This Certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Notes. The provisions of this Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Notes by the purchaser(s) thereof 1.4. No Hedge Bonds. The Issuer reasonably expects that 85% of the Spendable Proceeds of the Notes will be expended for governmental purposes within 3 years of the Issue Date. In addition, not more than 50% of the Proceeds of the Notes are being invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. With respect to the Prior Issue, the Issuer reasonably expected as of the issue date of the Prior Issue that 85% of the spendable proceeds of the Prior Issue would be expended for governmental purposes within 3 years of such issue date, and, in addition, not more than 50% of the proceeds of the Prior Issue were invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. 476514.1 019513 CERT 1.5. 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 Notes will not be used in a manner that would cause the Notes to be Arbitrage Bonds under Section 148 of the Code or Private Activity Bonds 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. 1.6. No Composite Issue. No other tax-exempt 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 Notes, pursuant to the same plan of financing which are expected to be paid from substantially the same source of funds as the Notes. 1. 7. Registration. The Notes will be issued in bearer form 1.8. No Federal Guarantee. The Issuer represents and covenants that, except for the gross proceeds of the Notes 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 2IB(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 2IB(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 Notes is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (in this Certificate "federally guaranteed"); and (ii) No portion of the Gross Proceeds of the Notes 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. 1.9. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth in this Certificate, 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 Notes will be excluded from gross income of the owners of the Notes for the purpose of federal income taxation. 1.1 O. N oncomoliance. The Issuer shall perform each of the obligations undertaken by it in this Certificate unless, in the written opinion of Bond Counsel, noncompliance with such obligations will not cause interest on the Notes to be included in gross income for purposes of Federal income taxation. 476514.1019513 CERT 1.11. Reliance by Bond CounseL The representations of the Issuer expressed in this Certificate may be relied upon by Bond Counsel in connection with the rendering of any opinion with respect to the Notes. 1.12. IRS Form 8038-G. The Issuer will file IRS Form 8038-G, included as part of the record of proceedings for the issuance of the Notes, by the 15th day of the second month after the calendar quarter in which the Notes are issued. 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 July 31,2001 and amended October 21,2003, (the "Resolution"), as referred to in the Certificate of Determination executed by the Supervisor on June 10,2005. (b) For purposes of this Article II, the term "Original Proceeds" means the Sale Proceeds received (or deemed to be received) by the Issuer from the sale of the Notes net of the amount used or to be used for the payment of all costs and expenses associated with issuing the Notes, and excluding accrued interest. 2.2. Puroose of Issue. The Notes are being issued for the mcrease and improvement of the facilities of the Fishers Island Ferry District, in said Town. 2.3. Use of Original Proceeds. The proceeds of sale of the Note in the amount of $1,725,000 (the "Note") will be used to redeem a prior issue of bond anticipation notes currently outstanding in the principal amount of$I,725,000 (the "Prior Issue"), heretofore issued to finance 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 1 0% 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 476514.1019513 CERT interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. Unrelated/Related Disorooortionate Use. No more than 5% of the proceeds of the Note will be used directly or indirectly in the trade or business of a person other than a governmental unit that is unrelated or related and disproportionate to the governmental use of the property being financed, including any private loan financing described in Section 2.5 which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds of the Note are allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note are allocable to a disproportionate related Private Use to the extent that the proceeds of the Note which are to be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the 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 IS, 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 ofthe 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 offees 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; 476514.1019513 CERT (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollar amount for services rendered during a specified period of time (i.e. $XX per month) which amount may automatically increase according to a specified, objective, external standard; and (iii) "per unit fee" means a stated dollar amount for each unit of service provided (i.e. $XX per medical procedure). 2.9. Pooled Loan Financings. To the extent the amount of proceeds of the Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net proceeds of the issue (as defined in Section ISO of the Code but without including proceeds used to finance costs of issuance or capitalized interest) that are to be used to make loans, will have been used within 3 years of the date hereof to make such loans. The payment of legal and underwriting costs is not contingent and at least 95% of the reasonably expected legal and underwriting costs associated with issuance will be paid within 180 days of the date hereof 2.10. Output Facilities. No more than 5% of the proceeds of the Note are to be used with respect to any output facility (other than a facility for the furnishing of water). No more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or indirectly) for the acquisition of a nongovernmental output facility. ARTICLE III ArbitrageIRebate Exemption 3.1. Temporal)' Period-Refunding. 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) All of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended as of the date hereof, shall become transferred proceeds of this issue. Such transferred proceeds may be invested without restriction as to yield until three years after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note 476514.1019513 CERT (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 (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 obligations issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Revavment 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 Bonds for the immediately preceding year. 476514.1019513 CERT 3.6. Sinking Funds. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Oualification 4. I. Designation. 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; (iv) the Prior Issue had a weighted average maturity of 3 years or less; (v) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the Resolution, in renewal of which such Note is being issued, does not exceed 30 years; and (vi) not more than $10,000,000 of obligations issued by the Issuer during the calendar year in which the Prior Issue was issued were designated by the Issuer as "qualified tax-exempt obligations." IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, as of the 10th day ofJune, 2005. (SEAL) 476514.] 019513 CERT AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :ss: COUNTY OF SUFFOLK ) Elizabeth A. Neville., being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called "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 10th day ofJune, 2005, 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 ~~dIO !?/Jj//f Town Clerk Subscribed and sworn to before me this 10th day ofJune, 2005. N~~~bli~/St~~ .<rk UNDA J COOPER NOTARY PUBLIC, Slate 01 New York NO. 01 C04822563. Suffolk County Term Expires December 31, 20.Ll.1::> 476514.1019513 CERT SCHEDULE A 1. , is a stockholder of the Purchaser owning or controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof but no disclosure of such interest by said officer is required pursuant to said Law. 2. , has an interest in the Purchaser solely by reason of employment as an officer or employee thereof, but the remuneration of such employment will not be directly affected as a result of said contract and the duties of such employment do not directly involve the procurement, preparation or performance of any such part of such contract. 3. , has publicly disclosed the nature and extent of such interest in writing to the governing board of the Town. Such written disclosure has been made a part of and set forth in the official record of proceedings of the Town. 476514.1019513 CERT , CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of South old, 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 June 10, 2005, we officially signed and properly executed by manual signatures the $1,725,000 Bond Anticipation Note for Fishers Island Ferry District- 2005 (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 the Note and holding the respective offices indicated by the titles set opposite our signatures hereto for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection of any taxes to pay the interest on or principal of the Note, or in any manner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries ofthe Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of the Note has or have been repealed, revoked or rescinded. WE FURTHER CERTIFY that the seal which is impressed upon this certificate (or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the Note and is the legally adopted, proper and only official corporate seal of the Town. And I, Joshua Y. Horton, Supervisor, HEREBY FURTHER CERTIFY that on June 10, 2005, I delivered or caused the delivery of the Note to Bridgehampton National Bank, Southold, New York, the purchaser thereof, and that at the time of such delivery of said Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for said Note, computed as follows: Price ... ................................................................ $1,725,000.00 Interest on said Note accrued to the date of such delivery .......................................... ........... -0- Amount Received ................................................ ........ $1,725,000.00 476514.1019513 CERT (SEAL) IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 10th day ofJune, 2005. ;;'i.~ f1J~h/.I()Y;N~ Term of Office Expires Title December 31,2005 Supervisor December 31,2005 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. /LI/./. 1, .)/~ (Title) of,,f~f#'~ /!;W#~ fflf);J (N e of Bank) 476514.1019513 CERT ATTORNEY'S CERTIFICATE I, Patricia A. Finnegan, 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, 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 ofthe Note, or in any manner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceeclings for the issuance of the Note has or have been repealed, revoked or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of June, 2005 476514.1019513 CERT SCHEDULE A Amount and Title: $1,725,000 Bond Anticipation Note for Fishers Island Ferry District-2005 Dated: June 10, 2005 Matures: June 9, 2006, subject to prior redemption Number: 2R-I Interest Rate per annum: 2.75% 476514.1019513 CERT JOSHUA Y. HORTON SUPERVISOR -'(It THI)\ C).JA.I... Town Hall, 53095 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Fax (631) 765-1823 Telephone (631) 765-1889 OFFICE OF THE SUPERVISOR TOWN OF SOUTHOLD May 8, 2002 Mr. Joseph Marrone, PE Ocean and Coastal Consultants, Inc. 35 Corporate Drive Trumbull, CT 06611 Re: Conditional Letter of Map Revision Fishers Island Ferry District Terminal New London, CT Dear Mr. Marrone: This letter will acknowledge that, based upon the CLOMR application referenced above, a government agency must assume responsibility for overseeing compliance with the maintenance and operation plans of the Fishers Island Ferry District terminal in the City of New London, CT. As the official property owner of the site, the Fishers Island Ferry District is willing to oversee the maintenance program for the Fishers Island Ferry District (FIFD) terminal. The Fishers Island Ferry District will review inspection reports and recommendations made by an engineer hired by the FIFD and coordinate with the Town of Southold to take appropriate actions to ensure the bulkhead functions as designed to maintain the revised flood zones of the area. Sincerely, A:~: :fSOOfuOId cc: City of New London, CT Reynold duPont, FIFD Ocean and Coastal Consultants, Inc. ELIZABETH A. NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 sou tholdtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTH OLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 294 OF 2002 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 7, 2002: RESOLVED that the Town Board of the Town of South old hereby authorizes aud directs Supervisor Horton to shm an application for a conditional letter of map revision (CLOMR) for FEMA in relation to the Fishers Island Ferrv District New London Terminal Expansion subject to the approval of the Town Attorney. ('gt~o.~rI';P'" Elizabeth A. Neville Southold Town Clerk I 4. ENCROACHMENT INFORMATION 1. Does the State have jurisdiction over the floodway or its adoption by communities participating in the NFIP? DYes 181 No I If Yes, attach a copy of a letter notifying the appropriate State agency of the f100dway revision and documentation of the approval of the revised f100dway by the appropriate State agency. I 2. Does the development in the floodway cause the 1 % annual chance (base) elevation to increase at any location by more than 0.000 feet? DYes D No 181 N/A I 3. Does the cumulative effect of all development that has occurred since the effective SFHA was originally identified cause the bas flood elevation to increase at any location by more than one foot (or other increase limit if community or state has adopted mo" stringent criteria - even if a floodway has not been delineated by FEMA)? DYes 181 No I If the answer to either items is Yes, please attach documentation that all requirements of Section 65.12 of the NFIP regulations have been met, regarding evaluation of alternatives, notice to individual legal property owners, concurrence 01 CEO, and certification that no insurable structures are impacted. I I 5. MAINTENANCE RESPONSIBILITY The community is willing to assume responsibility for D performing 181 overseeing compliance with the maintenance and operation plans of the Fishers Island Ferrv District Terminal (Name) flood control structure. If not performed promptly by an owner other than the community, the comn necessary services without cost to the Federal government. I Operation and maintenance plans are attached. 181 Yes D No 6. REVIEW FEE D NIA I The review fee for the appropriate request category has been included. 181 Yes Fee amoun OR This request is based on a federally sponsored flood-control project where 50 percent or more of th sponsored, or the request is based on detailed hydrologic and hydraulic studies conducted by Fede replace approximate studies conducted by FEMA and shown on the effective FI . thus the projec.._ ._- -~_...".. DYes I I Please see Instructions for Fee Amounts I Note: I understand that my signature Indicates that alllnfonnation submitted In 5 port of this request is correct re Indicates that the community understands, from th uester, the impacts of the revision on flooding conditio ommunlty. --. I Signature of Community Official Signature of Revision Requester I Printed Name and Title of Community Official Printed Name and Title of Revision Requester I Company Name Telephone No.: Community Name Date: Telephone No.: Date: Check which forms have been included with this requesl CERTIFICATION BY REGISTERED PROFESSIONAL ENGINEER AND/OR LAND SURVEYOR This certification is in accordance with 44 CFR Ch. 1, Sect 65.2 Form Name and (Number) o Hydrologic (3) o Hydraulic (4) o Mapping (5) D Channelization (6) o Bridge/Culvert (7) o Levee/Floodwall (8) [8J Coastal (9) [8J Coastal Structures (10) o Dam (11) o Alluvial Fan (12) Reauired if ...... new or revised discharges new or revised water~surface elevations floodplainlfloodway changes channel is modified addition/revision of bridge/culvert addition/revision of leveelfJoodwall new or revised coastal elevations addition/revision of coastal structure addition/revision of dam structures proposed on alluvial fan I I Signature Stanlev M. White President of Ocean and Coastal Consultants Inc. Printed Name and Title of Revision Requester I Regislr No. 12042 Expires (Dale) 01/31/03 Slale CT Type of license/Expertise: Professional Enaineer I I' 1 1 1 1 1 1 1 1 1 1 1 1 The following documents should be enclosed as applicable: ~ c. Copy of the effective FIRM panel on which the property location has been accurately plotted (if the request is for more than one lot/structure, this location must be certified by a licensed land surveyor or registered professional engineer) ~ d. A map showing the location of any structures existing on or proposed for the property (certified by a licensed land surveyor or registered professional engineer) D e. Metes and bounds description and accompanying map of the portion of the property to be removed from the SFHA (certified by a licensed land surveyor or registered professional engineer) (only if the request is for a portion of land within the bounds of the property, not the entire lot or the structure(s) only) f. Form 2 Elevation Information fonn or A FEMA NFIP Elevation Certificate may be submitted in lieu of the Elevation Information form (for structures/property located in Zone AO see instructions for further guidance.) ~ ~ r8I g. Form 4 Community Acknowledgment fonn (only if fill has been or wiD be placed) h. Fonn 3 Certification of Fill Compaction form (only if fill has been or will be placed and the request is not for an existing single residential structure) r8I i. Additional information: Wave and Structural Analvses. Additional Site Plans please specify 13. PAYMENT ENCLOSED r8I Processing fee (see instructions for processing fees and exemptions) CLOMR-F (Type of request) $4000.00 (amount enclosed) Check or money order only. Make check or money order payable to: National Flood Insurance Program. If paying by Visa or Mastercard, please complete or submit the Credit Card Information form (Form 1A) which follows this fonn. 14. All documents submitted in support of this request are correct to the best of my' knowledge. I understand that any false statement may be punishable by fine or imprisonment under Title 18 of the United States Code, Section 1001. Applicant's Name: (please print or type) Company: Mailing Address: AI (please print or type) Daytime Telephone Number: Fax Number: 1 Date: 1 1 1 1 1 FEMA Form 81.87 Property Information Form MT.' Form 1 Page 2 of 2 I" - I I I I , I I I , I I I I I I I I I II.r I, U1 - - U1 - = ..... o ., IS' :i' e!- n o '0 '< Ul tD ~ ... 8' -I ::r o :I Dl Ul APPLICATION FOR CONDITIONAL LETTER OF MAP REVISION FEDERAL EMERGENCY MANAGEMENT AGENCY NATIONAL FLOOD INSURANCE PROGRAM For c o ::r tD ., ... '< , FISHERS ISLAND FERRY DISTRICT WATER STREET NEW LONDON, CT .... ., , , "T1 "T1 C Project No. 202013 April 2002 Prepared By: OCEAN AND COASTAL CONSULTANTS, INC. 35 Corporate Drive, Trumbull, CT 06611 (203) 268-5007 FAX 268-8821 , CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF THE $1,625,000 BOND ANTICIPATION NOTE FOR FISHERS ISLAND FERRY DISTRICT-2006 OF THE TOWN OF SOUTHOLD, NEW YORK. I, Scott A. Russell, Supervisor of the Town of South old, 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 amended and as referred to in paragraph 1 hereof, and subject to the limitations prescribed in said bond resolution, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $1,625,000 shall be issued to renew, in part, bond anticipation notes in the aggregate amount of $1,725,000 in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of South old, New York, adopted July 31, 2001 and amended October 21,2003, appropriating the amount of $10,500,000, including the amounts of any grants that may be received from the United States and the State of New York for the increase and improvement of the facilities ofthe Fishers Island Ferry District, in said Town and authorizing the issuance of serial bonds of said Town in the principal amount of not to exceed $4,800,000 to finance that portion of said appropriation for which such grants are not available," duly adopted and amended by the Town Board on the dates therein referred to, and the Certificate of Determination executed by the Supervisor on June 10,2005. 2. The terms, form and details of said Note shall be as follows: Amount and Title: $1,625,000 Bond Anticipation Note for Fishers Island Ferry District-2006 Dated: June 9, 2006 Matures: June 8, 2007, subject to prior redemption Number and Denomination: Number 3R-1, at $1,625,000 501590.10]9513 CERT , . Interest Rate per annum: 3.70% 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. The amount of bond anticipation notes and serial bonds originally issued pursuant to the bond resolution referred to in paragraph I, hereof, is $4,800,000. The amount of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be $1,625,000; the amount of serial bonds which remain outstanding is $2,850,000. 4. The serial bonds authorized pursuant to the resolution referred to in paragraph 1, hereof, are for improvements which are assessable. 5. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to North Fork Bank, Melville, New York, for the purchase price of $1,625,000, 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 North Fork Bank, Melville, New York, and shall bear interest at the rate of three and seventy hundredths per centum (3.70%) per annum, payable at maturity, or prior redemption. 6. The Note shall be executed in the name of the Town by the manual signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted, impressed or otherwise reproduced thereon and attested by its Town Clerk. 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 9th day of June, 2006. ~~~ - Supervisor 501590.1019513 CERT CLERK'S CERTIFICATE I, Elizabeth A. Neville, Town Clerk of the Town of South old, in the County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on or before the 9th day ofJune,2006,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 and exercised by the Supervisor has been adopted by said Town Board. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 9th day of June, 2006. (SEAL) t0t~~10 !:{/U/4 Town lerk 501590.1019513 CERT , . , AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :ss: COUNTY OF SUFFOLK ) Elizabeth A. Neville., being duly sworn upon her oath deposes and says: I. 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 9th day of June, 2006, 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 ofthe 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. 8~/r~7/f Q,~ Town Clerk Subscribed and sworn to before me this L day of June, 2006. ~d' -9: (?JUU1dU No ary Publi , State of New York LINDA J COOPER RY PUBLIC, Slale 01 New Vork NNOJA01C04822563. Suffolk cou~6 Term Expires December 31, 20...u: 501590.1019513 CERT ) SCHEDULE A I. , 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. 501590.1019513 CERT ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Scott A. Russell, Supervisor of the Town of South old, in the County of Suffolk, New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the issuance of the Issuer's $1,625,000 Bond Anticipation Note for Fishers Island Ferry District- 2006, (herein referred to as the "Note" or "Notes"), dated and issued on June 9, 2006, as follows: Unless the context clearly requires otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article II hereof or in the Resolutions, the Code or the Regulations (each as defined below). ARTICLE I General 1.1. Authority of Signatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Notes and am acting for and on behalf of the Issuer in signing this Arbitrage and Use of Proceeds Certificate (the "Certificate"). 1.2' Description of Notes. The Issuer represents that the Notes are sold at the aggregate Issue Price and are further described as set forth in the Certificate of Determination of the Issuer and on the cover of the Official Statement. 1.3. Purpose of Certificate. This Certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the Issue Date as to future events regarding the amount and use of proceeds of the Notes. It is intended and may be relied upon for purposes of Sections 103 and 141 through 150 of the Code, and as a certification described in Section 1.148-2(b)(2) of the Regulations. This Certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Notes. The provisions of this Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Notes by the purchaser(s) thereof. 1.4. No Hedge Bonds. The Issuer reasonably expects that 85% of the Spendable Proceeds of the Notes will be expended for governmental purposes within 3 years of the Issue Date. In addition, not more than 50% of the Proceeds of the Notes are being invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. With respect to the Prior Issue, the Issuer reasonably expected as of the issue date of the Prior Issue that 85% of the spendable proceeds of the Prior Issue would be expended for governmental purposes within 3 years of such issue date, and, in addition, not more than 50% of the proceeds of the Prior Issue were invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. 501590.1019513 CERT 1.5. 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 Notes will not be used in a manner that would cause the Notes to be Arbitrage Bonds under Section 148 of the Code or Private Activity Bonds 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. 1.6. No Comoosite Issue. No other tax-exempt governmental obligations have been sold fewer than IS days prior to, or will be sold fewer than IS days after, the sale date of the Notes, pursuant to the same plan of financing which are expected to be paid from substantially the same source of funds as the Notes. 1.7. Registration. The Notes will be issued in bearer form. 1.8. No Federal Guarantee. The Issuer represents and covenants that, except for the gross proceeds of the Notes which are: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended: (i) No portion of the payment of principal or interest with respect to the Notes is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (in this Certificate "federally guaranteed"); and (ii) No portion of the Gross Proceeds of the Notes in excess offive 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. 1.9. Tax Reoresentation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth in this Certificate, 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 Notes will be excluded from gross income of the owners of the Notes for the purpose of federal income taxation. 1.10. Noncompliance. The Issuer shall perform each of the obligations undertaken by it in this Certificate unless, in the written opinion of Bond Counsel, noncompliance with such obligations will not cause interest on the Notes to be included in gross income for purposes of Federal income taxation. 501590.10]9513 CERT 1.11. Reliance by Bond Counsel. The representations of the Issuer expressed in this Certificate may be relied upon by Bond Counsel in connection with the rendering of any opinion with respect to the Notes. 1.12. IRS Form 8038-G. The Issuer will file IRS Form 8038-G, included as part of the record of proceedings for the issuance of the Notes, by the 15th day of the second month after the calendar quarter in which the Notes are issued. ARTICLE II Use ofProiect 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 July 31, 2001 and amended October 21,2003, (the "Resolution"), as referred to in the Certificate of Determination executed by the Supervisor on June 9, 2006. (b) For purposes of this Article II, the term "Original Proceeds" means the Sale Proceeds received (or deemed to be received) by the Issuer from the sale of the Notes net of the amount used or to be used for the payment of all costs and expenses associated with issuing the Notes, and excluding accrued interest. 2.2. Purpose of Issue. The Notes are being issued for the mcrease and improvement of the facilities of the Fishers Island Ferry District, in said Town. 2.3. Use of Original Proceeds. The proceeds of sale of the Note in the amount of $1,625,000 (the "Note"), along with $100,000 in funds available therefor, will be used to redeem a prior issue of bond anticipation notes currently outstanding in the principal amount of $1,725,000 (the "Prior Issue"), heretofore issued to finance the Project. 2.4. OwnershipILease/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 ofthe Note. 2.5. Private Loans. Not more than the lesser of5 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 I 0% 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 501590.1019513 CERT interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. UmelatedlRelated Disproportionate Use. No more than 5% of the proceeds of the Note will be used directly or indirectly in the trade or business of a person other than a governmental unit that is umelated 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 umelated 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 ofCa), (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 ofthe 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 offees 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 el).d 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; 501590.1019513 CERT (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollar amount for services rendered during a specified period of time (i.e. $XX per month) which amount may automatically increase according to a specified, objective, external standard; and (iii) "per unit fee" means a stated dollar amount for each unit of service provided (i.e. $XX per medical procedure). 2.9. Pooled Loan Financing.s. 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. ARTICLE III ArbitrageIRebate Exemption 3.1. Temporary Period-Refunding. 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) All ofthe 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. 501590.1019513 CERT (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 ofthe 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 (redeemed) principal amount ofthe 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 obligations issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Reoavment 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 ofrevenues 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 Bonds for the immediately preceding year. 501590.1019513 CERT 3.6. Sinking Funds. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Oualification 4.1. Designation. 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; (iv) the Prior Issue had a weighted average maturity of 3 years or less; (v) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the Resolution, in renewal of which such Note is being issued, does not exceed 30 years; and (vi) not more than $10,000,000 of obligations issued by the Issuer during the calendar year in which the Prior Issue was issued were designated by the Issuer as "qualified tax-exempt obligations." (SEAL) IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, as of the 9th day of June, 2006. A~.wI 501590.1019513 CERT CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of South old, 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 June 9, 2006, we officially signed and properly executed by manual signatures the $1,625,000 Bond Anticipation Note for Fishers Island Ferry District- 2006 (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 the Note and holding the respective offices indicated by the titles set opposite our signatures hereto for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection of any taxes to pay the interest on or principal ofthe Note, or in any manner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of the Note has or have been repealed, revoked or rescinded. WE FURTHER CERTIFY that the seal which is impressed upon this certificate (or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the Note and is the legally adopted, proper and only official corporate seal of the Town. And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on June 9, 2006, I delivered or caused the delivery of the Note to North Fork Bank, Melville, New York, the purchaser thereof, and that at the time of such delivery of said Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for said Note, computed as follows: Price.................................... .. ................................ $1,625,000.00 Interest on said Note accrued to the date of such delivery ................................................ -0- Amount Received ............. ........................................... $1,625,000.00 501590.1019513 CERT (SEAL) IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 9th day of June, 2006. :t~ r0i'h4'?--rr~!d Term of Office Expires Title December 31, 2006 Supervisor December 31, 2006 Town Clerk I HEREBY CERTIFY that the signatures ofthe 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. ~" ? 'l~~~ (Signature) .4v'p.(;1.r71t.. ;Lof iVd)c/I..~ LO~~ (Title) (Name of Bank) 501590.1019513 CERT ATTORNEY'S CERTIFICATE I, Kieran Corcoran, HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, having offices at 54375 Route 25, 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, 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 ofthe Note, or in any manner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of the Note has or have been repealed, revoked or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of June, 2006. SCHEDULE A Amount and Title: $1,625,000 Bond Anticipation Note for Fishers Island Ferry District-2006 Dated: June 9, 2006 Matures: June 8, 2007, subject to prior redemption Number: 3R-l Interest Rate per annum: 3.70% 501590.1019513 CERT