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HomeMy WebLinkAboutRyder Farm (2) ONE CHASE MANHATTAN PLAZA NEW YORK, NY 10005 WWW HAWKINS.COM August 29, 2013 C RECEIVED The Town Boazd of the Town of Southold, in the SEP 2 3 2013 County of Suffolk, New York Ladies and Gentlemen: Southold Town deck We have examined a record of proceedings relating to the authorization, sale and issuance of the $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note") of the Town of Southold (the "Town"), in the County of Suffolk, a municipal corporation of the State of New York. The Note is dated August 29, 2013, matures August 29, 2014, is a single note in the denomination of $465,000, is numbered 6R-1, bears interest at the rate of fifty-seven hundredths of one per centum (0.57%) per annum, payable at maturity, and 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, four bond resolutions duly adopted and amended by the Town Boazd on their respective dates, authorizing the issuance of serial bonds for various purposes in and for the Town and the Certificate of Determination executed by the Supervisor on August 29, 2013. The Note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. The Note is issued in fully registered form, in the name of Cede & Co., as Noteowner and nominee for The Depository Trust Company, an automated depository for securities and clearing house for securities transactions. Purchases of ownership interests in the Note will be made in book-entry form, in denominations of $5,000 or any integral multiple thereof. 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, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011. 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 ]03 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 ]293237.1033923 CLD interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined the said 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. In our opinion, under existing statutes and court decisions and assuming continuing compliance with certain tax certifications described herein, (i) interest on the Note is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, and (ii) interest on the Note is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed upon such corporations. In rendering the opinion in this pazagraph, we have (i) relied on the representations, certifications of fact, and statements of reasonable expectations made by the Town in the said Arbitrage and Use of Proceeds Certificate and other documents delivered in connection with the Note, and (ii) assumed compliance by the Town with certain provisions and procedures set forth in the said Arbitrage and Use of Proceeds Certificate relating to compliance with applicable requirements of the Code to assure the exclusion of interest on the Note from gross income under Section 103 of the Code. Further, in our opinion, under existing statutes, interest on the Note is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. Except as stated above, we express no opinion regarding any other federal or state tax consequences with respect to the Note. We express no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for federal income tax purposes of interest on the Note, or on the exemption from state and local tax of interest on the Note. We render our opinion under existing statutes and court decisions as of the issue date, and we assume no obligation to update, revise or supplement our opinion to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to our attention, or changes in law or interpretations thereof that may hereafter occur, or for any other reason. We give no assurances as to the adequacy, sufficiency or completeness of any 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 ownership interests in the Note. We have examined the executed Note and, in our opinion, the form of said Note and its execution are regulaz and proper. Very holy yours, ~~~~t~~ 1293237.1 033923 CLD - - - ~ . ~ • r , i . x.' 4.. 'z.~ q~'- ~ No.6R•1 5465,000 ~ CUSIP No. 844572 NK9 - UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK ' TOWN OF SOUTI~~,~\~~ ~ s.,. ~ BOND ANTICIPATION NOT iRUOUSPURPOSES-2013 F PRINCIPAL SUM: FOUR HUND ' F ~USVAND DOLLARS ($465,000) ~ INTEREST RATE: fifty-sev a per centum (0.57%) per annum it ~ '.I ' DATE OF ISSUE: August 2 ' s ~ ~ MATURITY DATE: August 214 ~ i The Town of Southold, in the CounTy of Suffolk, a municipal corporation of the State of New York, hereby ~ acknowledges itself indebted and far value received promises to pay to CEDE & CO., as nominee of The Depository Trust it a.. Company, the registered owner, or registered assigns, the PRINCIPAL SUM (stated above) on the MATURITY DATE (stated ' above), together with interest thereon from the DATE OF ISSUE (stated above) at the INTEREST RATE (stated above), ! •i' ~I, "I payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America (Federal Funds), at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York. ~ i, Unless this ceriificate is presented by an authorized representative of The Depository Trust Company to the issuer or its ~ agent for regisVation of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such , other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & ~ 0, 1'~' Ca, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY . PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Vie`' 7: i'' 7his Note is the only Note of an authorized combined renewal issue, the aggregate principal amount of which is ?r,~', x• - $465,000. This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated ! Laws of the State of New York, various bond resolutions duly adopted and amended by the Town Board on their respective _ dates, authorizing the issuance of serial bonds for various purposes in and for [he Town, and the Certificate of Determination p. executed by the Supervisor as of August 29, 2013. C- t`. ?x`' ~ ~ This Note has been designated by the Town as a quali5ed tax-exempt obligation pursuant to the provisions of ..I , Section 265 of the Internal Revenue Code of 1966, as amended. The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and . ~ ~I interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedness of ,~r ~I~ J~p i"_ i Y such Town, is within every debt and other limit prescribed by the Constitution of such Stale. i . ~ - IN WITNESS WHEREOF, the Town of Southold has caused this Note to be signed by its Supervisor, and its • I t ~ corporate seal (or a facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and attested by its ~I Town Clerk and this Note to be dated as of the DATE OF ISSUE. i SEAL ( ) S sy , ~~?y Supervisor '~`~s I' tBtlBl ATTEST: i, ~j'.''. v , ~ ~r~- ~ri, . Town C erk ~ ~I e,; i t v 4 Q ` Y S N {jr~{H(~iff}; {E{gF ~ -~,.~°.F~e~._a tI~ t~ ~4 / > r r a- ~ w.+.:.:.. s ' r ~A - ,m ~ i,.~ ry srfc as M1~ S \ t R„ r r, ~t~ +~u r'u'~iT wl, "MV 1. ;!fit THE DEPOSITORY TRUST COMPANY 55 Water Street New York, New York 10041 S IJ$ f ECT T~ CDUNT Attention: Underwriting Packaging Deparhnent AND EXAMINATION Phone: (212)558-8520 Telecopy: (212) 344-1533 SAFEKEEPING AGREEMENT Ref: (Description of issue, number of certificates, number o - - ~to issue and $ value of securities) Town of Southold, in the Coun of Suffo $465,000 Bond Anticipation Note for V urposes-2013, dated August 29, 2013, maturing August 29, 2014 CUSIP # 844572 NK9 (ONE CERTIFICATE) $ VALUE $465,000 The Depository Trust Company (DTC) acknowledges receipt from Hawkins Delafield & Wood LLP (the trustee, transfer agent, underwriter or other agent of the issuer, hereafter refereed to as the "Agent") of possession, custody and control of the above securities far safekeeping. DTC is authorized to hold these securities in safekeeping until DTC is instructed by telephone or in writing by one of the below designated representatives of the Agent either to: (1) deliver the securities by book-entry to the DTC account of the lead underwriter (or to the DTC account of its clearing agent) or (2) return the said securities to the Agent. In the event DTC is instructed to return said securities, DTC shall return the securities to the Agent as soon as practicable, but, in any event, no later than the DTC business day following the day such instruction is received. DTC shall hold the Agent, its officers and employees, harmless from any liability, loss, damage, and reasonable expense of any kind in connection with any loss, damage, theft or destruction of any kind of said securities while they aze in the possession, custody or control of DTC, its officers or employees or in the event securities aze released from the control of DTC without the specific approval of the Agent pursuant to this Safekeeping Agreement. TFffi AGENT The Depository Trust Company By: By: Title: Title: SUPERVISOR Date: Date: Authorized Representative of Trustee/Agent PRMT NAME ORGANIZATION ( ) TELEPHONE NO. PRINT NAME ORGANIZATION ( ) TELEPHONE NO. PRMT NAME ORGANIZATION ( I TELEPHONE NO DTC accepts authorization of closings on the phone number listed below: (212) 855-3752 (212) 8553753 (212)855-3755 (212)855-3754 1293904.1 036577 AGMT John Cosgrove From: William Jackson Sent: Thursday, August 29, 2013 11:46 AM To: 'Cushman, John'; Robert Smith; Gerard Fernandez; Marie Liotta Cc: John Cosgrove Subject: RE: [Brnch Out Wire Advice -entail] Message ID:130829101843H300 Advice Code:OTBRADEM Will do. Thanks, John -----Original Message----- From: Cushman, John [mailto:]ohn.Cushman@town.southold.ny.us] Sent: Thursday, August 29, 2013 11:39 AM To: William Jackson; Robert Smith; Gerard Fernandez; Marie Liotta Subject: RE: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM Unfortunately, I am not. However, I think it's appropriate to move ahead with the closing anyway. -----Original Message----- From: William Jackson [mailto:W]ackson@hawkins.com] Sent: Thursday, August 29, 2013 11:37 AM To: Cushman, John; Robert Smith; Gerard Fernandez; Marie Liotta Subject: RE: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM Hi John - Are you able to confirm what Capital One is telling us before we close? Thanks, Bill -----Original Message----- From: Cushman, John [mailto:john.Cushman@town.southold.ny.us] Sent: Thursday, August 29, 2013 11:35 AM To: William Jackson; Robert Smith; Gerard Fernandez; Marie Liotta Subject: FW: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM Below FYI -----Original Message----- From: Dolliver, Caroline (mailto:Caroline.Dolliver@capitalone.com] Sent: Thursday, August 29, 2013 11:23 AM To: Cushman, John Cc: Leisen, Tammy (BANK) Subject: FW: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM At this time the wire has gone through and the balances should be showing within your accounts. Please let me know if you have any questions. Thank you, Caroline In accordance with your instructions, your Capital One Bank account **********7282 has been debited on 2013-08-29 00:00:00 for an Outgoing 1 ~ Wire Transfer as detailed below. Sender Information: By Order of: JAMSAB REALTY CORP Sender Bank: CAPITALONE LA Sender ABA: 021407912 Senders Reference: AC105462971 Receiver Bank: CAPITAL ONE, N.A. Receiver Bank ABA: 021407912 Beneficiary Bank: Beneficiary Bank ABA: FRB Reference 20130829FSQCZ800000872 Beneficiary: Town of Southold Beneficiary Account: **********9669 Amount: $465,000.00 Addl. Beneficiary Data: Beneficiary Reference Additional Information (If Applicable): ]ohn Cushman 631 765 4333 If you have any questions regarding this transaction, please contact the Wire Transfer Department. The information contained in this a-mail is confidential and/or proprietary to Capital One and/or its affiliates. The information transmitted herewith is intended only for use by the individual or entity to which it is addressed. If the reader of this message is not the intended recipient, you are hereby notified that any review, retransmission, dissemination, distribution, copying or other use of, or taking of any action in reliance z I upon this information is strictly prohibited. If you have received this communication in error, please contact the sender and delete the material from your computer. IRS CIRCULAR 230 DISCLOSURE. To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in the communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein. ss*t*****»*r*r*r*?*¦rr?*****s**a**as*:*.+**+****r***rrrs*rr*»«*»* This a-mail, including any attachments, is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the a-mail and any attachments, destroy any printouts that you may have made and notify us immediately by return a-mail. Thank you. 3 CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF A $465,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2013 OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk, New York (herein called the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond resolutions duly adopted and amended and as referred to in the paragraphs below and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $12,000 shall be issued to renew, in part, the $15,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 17, 2007, ratifying the appropriation of $30,000 to finance a part of the cost of construction of improvements to certain highways in the Hamlet of Orient, known as Ryder Farm Lane and Park View Lane; stating the estimated maximum cost thereof is $180,000, with $150,000 of said cost expected to be paid from other sources; and authorizing the issuance of $30,000 serial bonds of said Town to finance said $30,000 appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of said $15,000 bond anticipation note having been heretofore provided to the extent of $3,000 from a source other than the proceeds of serial bonds. 2. A bond anticipation note of the Town in the principal amount of $220,000 shall be issued to renew, in part, the $330,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 15, 2010 and amended May 4, 2010, appropriating $700,000 for the improvement of facilities of the Southold Town Wastewater Disposal District, and authorizing the issuance of $700,000 serial bonds of said Town to finance said appropriation," duly adopted and amended by the Town Board on the dates therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of 1293237.1033923 CLD said $330,000 bond anticipation note having been heretofore provided to the extent of $110,000 from a source other than the proceeds of serial bonds. 3. A bond anticipation note of the Town in the principal amount of $139,000 shall be issued to renew, in part, the $189,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 21, 2011, authorizing the acquisition of equipment for use by the Highway Department, stating the estimated maximum cost thereof is $250,000, appropriating said amount for such purpose, and authorizing the issuance of $250,000 bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of said $189,000 bond anticipation note having been heretofore provided to the extent of $50,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $94,000 shall be issued to renew, in part, the $120,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 19, 2012, authorizing the construction of vazious improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000, stating the estimated total cost thereof is $120,000, appropriating said amount for such purposes, and authorizing the issuance of $120,000 bonds of said Town to finance said appropriation," duly adopted by the Town Boazd on the date therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of said $120,000 bond anticipation note having been heretofore provided to the extent of $26,000 from a source other than the proceeds of serial bonds. 5. Said $12,000 note, said $220,000 note, said $139,000 note and said $94,000 note shall be combined for purposes of sale into a single note issue in the aggregate principal amount of $465,000 (hereinafter referred to as the "Note"). 6. The terms, form and details of said Note shall be as follows: Amount and Title: $465,000 Bond Anticipation Note for Various Purposes-2013 1293237.1 033923 CLD Dated: August 29, 2013 Matures: August 29, 2014 Number and Denomination: Number 6R-1, at $465,000 Interest Rate per annum: 0.57% Place of payment of principal and interest shall be the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York, and the form of note shall be substantially in accordance with the form prescribed by Schedule B,2 of the Local Finance law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, provided that the Note when issued will be (i) registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC") and (ii) deposited with DTC to be held in trust until maturity. Purchases of ownership interests in the Note will be in book-entry form in denominations of $5,000 or any integral multiple thereof Beneficial owners of the Note will not receive certificates representing their interests in the Note. Unless the Town determines otherwise, transfers or exchanges of ownership interests in the Note may be accomplished via book-entry transactions only, as recorded through the book-entry system established and maintained by DTC or a successor depository. 7. The amount of bond anticipation notes and serial bonds originally issued pursuant to the bond resolution referred to in paragraphs 1 to 4, inclusive, hereof, is (1) $30,000, (2) $700,000, (3) $250,000 and (4) $120,000. The amount of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be (1) $12,000, (2) $220,000, (3) $139,000 and (4) $94,000. 8. The serial bonds authorized pursuant to the resolutions refen•ed to in paragraphs 1 and 2 hereof, aze for improvements which are assessable, and the serial bonds authorized pursuant to the resolutions referred to in paragraphs 3 and 4 hereof, are for improvements which aze non-assessable. 9. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Capital One Bank, N.A., McLean, Virginia, for the purchase price of $465,000.00, plus accrued interest, if any, from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note, as awazded, beaz interest at the rate of fifty-seven hundredths of one per centum (0.57%) per annum, payable at maturity. 10. Said Note shall be executed in the name of the Town by its Supervisor and the corporate seal of the Town or a facsimile thereof shall be affixed, impressed, imprinted or otherwise reproduced thereon and attested by the Town Clerk. 1293237.1 033923 CLD 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 as of the 29th day of August, 2013. Q.~~~fe~.Wr.~ Supervisor 1293237.1 033923 CLD 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 compazed 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 August 29, 2013, and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in said Certificate 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 as of the 29th day of August, 2013. (SEAL) ( 1~ia~ lam}',, ®i.~~ Town Clerk 1293237.1 033923 CLD M 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 the "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 August 29, 2013, 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 thisda d`aynofAugustn, 2013. I.~S-~,C 9[u.-W Notary Public, fate of New York LINDA J COOPER NOTARY PUBLIC, State of Ne~.v tL. ND. 01004822563, Sutiolk Cou'~~'ty/ Term Expires December 31, 20~y 1293237.1033923 CLD 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. 1293237.1 033923 CLD 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 (herein referred to as the "Town") HEREBY CERTIFY that on or before August 29, 2013, we officially signed and properly executed by manual signatures a $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note") of the Town, registered in the name of Cede & Co., as Noteowner and nominee of The Depository Trust Company ("DTC") 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 aze 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 boundazies 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 A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on August 29, 2013, I delivered or caused the delivery of said Note to The Depository Trust Company to be held in trust to maturity for Capital One Bank, N.A., McLean, Virginia, 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 such Note, computed as follows: Price .........................................................................................$465,000.00 Interest on said Note accrued to the date of such delivery -0- Amount Received .....................................................................$465,000.00 1293237.1 033923 CLD IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 29th day of August, 2013. Term of Office i ature ~ Expires Title a1~~~'~ ' _ December 31, 2015 Supervisor December 31, 2013 Town Clerk (SEAL) HEREBY CERTIFY that the signatures of the officers of the above-named Town, which appeaz above, are true and genuine and~tha~t/~'I kno/w~ said officers and know them to hold the respective offices set opposite their signatureC~la~ G~-~ John Cushman Town Comptroller 1293237.1 033923 CLD ATTORNEY'S CERTIFICATE I, Martin D. Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law of the State of 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 (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 a $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note") of the Town, registered in the name of Cede & Co., as Noteowner and nominee of The Depository Trust Company ("DTC") 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}tereynto set my hand as of the 29th day of August, 2013. Town Attorney 1293237.1 033923 CLD SCHEDULE A Amount and Title: $465,000 Bond Anticipation Note for Various Purposes-2013 Dated: August 29, 2013 Matures: August 29, 2014 Number: 6R-1 Interest Rate per annum: 0.57% 1293237.1 033923 CLD ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Scott A. Russell, Supervisor of the Town of Southold (the "Issuer"), in the County of Suffolk, New York, HEREBY CERTIFY and reasonably expect with respect to the Issuer's $465,000 Bond Anticipation Note for Various Purposes-2013 (herein referred to as the "Note"), dated and issued on August 29, 2013, as follows: Unless the context cleazly requires otherwise, all capitalized terms not otherwise defined herein shall have the meanings set forth below or in the Resolution, the Code or the Regulations (each as defined below): ARTICLE I General Section 1.1. Authority of Signatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Note and am acting for and on behalf of the Issuer in signing this certificate. Section 1.2. Pumose of Certificate. This certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the date hereof as to future events regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations (the "Regulations"). This certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Note. The provisions of this certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. Section 1.3. Reasonable Expectations. This certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no other facts, estimates or circumstances that would materially change that expectation. Section 1.4. No Composite Issue. No other governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note, pursuant to a common plan of financing which aze expected to be paid from substantially the same source of funds as the Note. Section 1.5. No Federal Guazantee. The Issuer represents and covenants that, except for the gross proceeds of the Note which aze: (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, 1293237.1 033923 CLD 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 Note is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (herein "federally guazanteed"); and (ii) No portion of the gross proceeds of the Note in excess of five percent of such gross proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guazanteed, or (B) invested directly or indirectly in federally insured deposits or accounts. Section 1.6. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth herein, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Note shall be excluded from gross income of the owners thereof for the purpose of federal income taxation. Section 1.7. Additional Information. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Note for federal income taxation purposes. Section 1.8. Non-Pumose Investments. Not more than 50% of the proceeds of the Note aze being invested in investments not acquired to carry out the governmental purposes of the issue at a guazanteed yield and having a term of 4 yeazs or more. Section 1.9. IRS Information Reporting. The Issuer will make a timely filing of the appropriate IRS Form 8038-G or 8038-GC. ARTICLE II Use of Project and Proceeds Section 2.1. Authorization. (a) The Note is authorized to be issued pursuant to applicable provisions of the laws of the State of New York and various bond resolutions duly adopted and amended by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the Certificate of Determination executed by the Supervisor on August 29, 2013. (b) For purposes of this Article II the term "proceeds" means the net amount (after payment of all costs and expenses associated with issuing the Note) received by the Issuer from the sale of the Note, excluding accrued interest. Section 2.2. Puroose of Issue The Note is being issued to provide funds for various purposes in and for the Town (the "Projects"), as further described in the Resolutions. 1293237.1 033923 CLD 2.3. Use of Proceeds. The proceeds of sale of the Note in the amount of $465,000 will be used, together with other available funds in the amount of $335,000, to redeem a prior issue of bond anticipation notes in the principal amount of $800,000 (the "Prior Issue"), heretofore issued to fmance 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 cazried on by a person other than a state or local govenunental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under the terms of the Note or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. Unrelated/Related Disproportionate 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 aze allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note aze 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 aze 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: 1293237.1033923 CLD (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 yeazs; (ii) the issuer may terminate the contract, without penalty, at the end of any three yeaz 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 Mazch 15, 1993, which provide compensation based on a per unit fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including renewal options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty) at the end of the second yeaz 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 P~'~ (c) for contracts entered into or materially modified (other than pursuant to a renewal option) after Mazch 15, 1993, which provide compensation based on a percentage of fees chazged, (i) the contract has a term (including renewal options) not exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the end of the first year, and (iii) the service provider primarily provides services to third parties or the contract involves a facility during an initial start-up period; (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollaz 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 standazd; and (iii) "per unit fee" means a stated dollaz amount for each unit of service provided (i.e. $XX per medical procedure). 2.9. Pooled Loan Financines. 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 aze to be used to make loans, will have been used within 3 yeazs 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. 1293237.1033923 CI,D 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 famishing 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 Arbitra¢e/Rebate Exemption 3.1. Temporary Period-Refundine. With respect to the proceeds of the Note allocable to the Prior Issue: (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 yeazs after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note. (b) The proceeds of the Note will be used to refund the Prior Issue within 90 days of the date hereof, and may be invested during such time without restriction as to yield. 3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement imposed by Section 148 of the Code because at the time of original issuance of the first note or notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note aze 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 calendaz yeaz 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 calendaz yeaz in which the Prior Issue was being issued which does not exceed the outstanding (redeemed) principal amount of the obligation to be refunded. 1293237.1033923 CLD (b) The Note is not subject to the rebate requirement imposed by Section 148 of the Code because all of the proceeds of such Note will be expended to pay the Prior Issue within 90 days of the date hereof and will, therefore, qualify for the six-month expenditure exception to rebate. 3.3. No Excess Proceeds. The total proceeds of sale of all bond anticipation notes issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Repayment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.5. Debt Service Fund. The taxes used to pay principal and interest on the Note, whether or not deposited in a debt service fund, will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Note. Any amounts received from the investment of such deposit or accumulation will be expended within one yeaz 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 yeaz or one-twelfth of the debt service on the Note for the immediately preceding yeaz. 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 similaz fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Qualification 4.1. Desi ation. 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 detennined that: (a) the Note cunently refunds the Prior Issue; (b) the Prior Issue was designated as a "qualified tax-exempt obligation"; (c) the aggregate face amount of the Note does not exceed $10,000,000; (d) the Prior Issue had a weighted average maturity of 3 yeazs or less; (e) 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 yeazs; and 1293237.1033923 CLD (fj not more than $10,000,000 of obligations issued by the Issuer during the calendar yeaz in which the Prior Issue was issued were designated by the Issuer as "qualified tax- exemptobligations." ARTICLE V Post-Issuance Compliance 5.1. Post-Issuance Compliance Procedures. The Town has established Written Procedures concerning post-issuance tax compliance with applicable requirements of federal tax law with respect to the Note, including specification of the official responsible for monitoring compliance with such requirements, and such procedures aze set forth in Attachment A to this Arbitrage and Use of Proceeds Certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold as of the 29th day of August, 2013. (SEAL) ~ Supervisor 1293237.1033423 CLD ATTACHMENT A PROCEDURES FOR POST-ISSUANCE COMPLIANCE WITH FEDERAL TAX LAW Municipalities that borrow money on atax-exempt basis are now required to report to the Internal Revenue Service whether they have established written procedures to comply with applicable requirements of federal tax law for all issues of bonds, bond anticipation notes, tax anticipation notes, revenue anticipation notes, financing leases, energy performance contract financings, and any other instruments evidencing the borrowing of money (collectively the "Obligations"). The procedures set forth herein will assist the Town of Southold, New York (the "Town") in meeting the post-issuance requirements of federal tax law necessary to preserve the tax-exempt status of interest ontax-exempt Obligations issued by the Town. These procedures address Obligations such as serial bonds and bond anticipation notes which are issued to finance physical facilities and equipment (the "Capital Obligations") and Obligations such as tax anticipation notes, revenue anticipation notes, budget notes and deficiency notes which are issued to finance cash-flow operating requirements (the "Cash-Flow Obligations"). I. GENERAL PROCEDURES A. Responsible Official. The Supervisor (herein referred to as the "Responsible Official") will identify such officers and employee(s), who will be responsible for each of the procedures listed below, and will notify such officers and employee(s) of the responsibilities, and provide those persons with a copy of these procedures. Upon employee transitions, the Responsible Official will advise the new personnel of their responsibilities under these procedures and will ensure they understand the importance of these procedures. If employee positions are restructured or eliminated, the Supervisor will reassign responsibilities as necessary. 12932321033923 CLD B. Issuance of Obli atg ions. 1. Bond Counsel. The Town will retain a firm of nationally-recognized bond counsel ("Bond Counsel") to deliver a legal opinion in connection with the issuance of all Obligations. The Responsible Official will consult with Bond Counsel and other legal counsel and advisors, as needed, following the issuance of Obligations to ensure that applicable post- issuance requirements aze met, so that interest on each issue of Obligations will be excluded from gross income for federal income tax purposes. 2. Documentation of Tax Requirements. The federal tax requirements relating to each issue of Obligations will be set forth in a tax certificate (the "Tax Certificate") executed in connection with each issue of Obligations, which will be included in the closing transcript for each issue of Obligations. The Tax Certificate will contain certifications, representations, expectations and factual statements relating to the restriction on use of the facilities financed with Obligations by persons or entities other than the Town ("Private Use"), changes in use of the facilities financed or refinanced with the proceeds of Obligations, restrictions applicable to the investment of the proceeds of any Obligations and other moneys relating to the Obligations, and azbitrage rebate requirements. The Responsible Official will review the Tax Certificate prior to the date of issue of each issue of Obligations. 3. Information Reporting. In connection with each issue of tax-exempt Obligations, the Town is required to file, or shall cause to be filed by Bond Counsel, an IRS Form 8038-G (or, if applicable, IRS Form 8038-GC). Any such IRS Form filed with the IRS, together with a proof of filing, will be included as part of the closing transcript for each issue of Obligations, or kept in the records maintained by Bond Counsel related to the appropriate issue of Obligations. The Responsible Official shall ascertain that such form has been filed in connection with each issue of Obligations. C. Record Retention. 1. General. Copies of all relevant documents and records sufficient to support that the tax requirements relating to all Obligations have been satisfied, including the following documents and records, shall be maintained by the Town: 1293237.1 033923 CLD (a) Closing transcript; (b) All records of investments, azbitrage reports, returns filed with the IRS and underlying documents; (c) Construction contracts, purchase orders, invoices and expenditure and payment records; (d) Documents relating to costs reimbursed with the proceeds of Capital Obligations; (e) All contracts and arrangements involving Private Use of the property financed with Capital Obligations; (f) All reports relating to the allocation of the proceeds of Obligations and Private Use of property financed with Capital Obligations; (g) Itemization of property financed with the proceeds of Capital Obligations; and (h) In connection with Cash-Flow Obligations, information regarding the Town's revenue, expenditures and available balances sufficient to support the Town's prospective and actual maximum cumulative cash-flow deficit calculations. 2. Duration of Record Retention. All of the foregoing documents and records shall be retained for the term of the Obligations, plus six (6) yeazs. D. Capital Obligations. I. Timelv Expenditure of Proceeds of Capital Obligations. At the time of issuance of Capital Obligations issued to fund original expenditures, the Town must reasonably expect to spend at least 85% of all proceeds within three (3) yeazs of the date of issuance of the Obligations. In addition, for Capital Obligations, the Town must have incurred or expect to incur within six months after original issuance expenditures of not less than 5% of the amount of such proceeds, and must expect to complete the project financed with Capital Obligations (the "Project") and expend the proceeds of such Capital Obligations to pay Project costs with due diligence. Satisfaction of these requirements allows the proceeds of Capital Obligations issued 1293237.1 033923 CLD for the Project to be invested at an unrestricted yield for three (3) years. Failure to satisfy these requirements could subject the Town to rebate of investment income, and other penalties. The Responsible Official will monitor the appropriate capital project accounts to ensure that the proceeds of Capital Obligations are spent within the time period(s) required under federal tax law. Capital Obligations issued to refinance outstanding Capital Obligations aze subject to sepazate expenditure requirements, which shall be outlined in the Tax Certificate relating to such Obligations. In connection with the issuance of any Capital Obligations issued to refinance outstanding Capital Obligations, the Responsible Official will confirm that any rebate obligation due with respect to the original issue and any subsequent refinancing thereof has been met. 2. Use of Proceeds of Capital Obli atg ions. In general, proceeds (including investment income on original sale proceeds) of Capital Obligations, other than proceeds used to pay costs of issuance, must be spent on capital expenditures. For this purpose, capital expenditures generally mean costs to acquire, construct or improve property (land, buildings and equipment). Capital Expenditures include design and planning costs related to the Project, and include architectural, engineering, surveying, soil testing, environmental, and other similar costs incurred in the process of acquiring, constructing, improving or adapting the property. Capital Expenditures do not include operating expenses of the Project. 3. Use of Facilities Financed with Capital Obli atg ions. For the life of all Capital Obligations, the Project must be owned and operated by the Town. At all times while Capital Obligations issued for a Project aze outstanding, no more than 5% of the proceeds of such Capital Obligations may used, directly or indirectly, in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"). Generally, Private Use consists of any contract or other arrangement, including any lease, management contract (for example, a contract relating to the operation of a Town recreational azea or concessions in a Town pazk, water and sewer facilities or docks, if any), operating agreement and guazantee contract which provides for use of the facilities financed with Capital Obligations by any person who is not a state or local government on a basis different than the general public. The Project may be used by any person or entity, including any person or entity carrying on any trade or business, if such 1293237.1 033923 CLD use constitutes "General Public Use". General Public Use is any arrangement providing for use that is available to the general public at either no change or on the basis of rates that are generally applicable and uniformly applied. 4. Management or Operating A¢reements for Facilities Financed with Capital Obligations. Any management, operating or service contracts whereby anon-exempt entity is using facilities financed or refinanced with the proceeds of Capital Obligations must relate to portions of the Project that fit within the above-mentioned 5% allowable Private Use, or the contracts must meet the IRS safe hazbor for management contracts (Rev. Proc. 97-13). Any renewals of or changes to such contracts must be reviewed by Bond Counsel. The Responsible Official shall contact Bond Counsel if there may be a lease, sale, disposition or other change in use of facilities financed or refinanced with the proceeds of Capital Obligations. E. Cash-Flow Obligations. 1. Proper Sizing of Cash-Flow Obli atg ions. (a) If the Town does not qualify for the small issuer exemption from rebate, at the time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an actual cumulative cash-flow deficit during the six-month period following the issue date of the Cash-Flow Obligations. The deficit must be at least 90% of the issue price of the Cash-Flow Obligations. (b) If the Town does qualify for the small issuer exemption from rebate, at the time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an actual cumulative cash-flow deficit during the twelve-month period following the issue date of the Cash-Flow Obligations. The deficit must be at least 100% of the issue price of the Cash- Flow Obligations (which may include taking into account the Town's "reasonably required working capital reserve"). (c) The Responsible Official will determine the appropriate amount of Cash-Flow Obligations to issue. 129323'7.1 033923 CLD (d) In any yeaz in which the Town does not qualify for the small issuer exemption from rebate, the Responsible Official shall determine whether or not the Town has met its requisite cumulative cash-flow deficit requirement within six months following the date of issuance of the Cash-Flow Obligations, and shall, to the extent necessary, obtain assistance from the Arbitrage Rebate Consultant, referred to below. F. Investment Restrictions• Arbitrage Yield Calculation; Rebate. 1. Investment Restrictions. Investment restrictions relating to the proceeds of Obligations and other moneys relating to the Obligations are set forth in the Tax Certificate. The Responsible Official will monitor the investment of the proceeds of Obligations to ensure compliance with yield restriction rules. 2. Arbitrage Yield Calculation. Investment earnings on the proceeds of Obligations shall be tracked and monitored to comply with applicable yield restrictions andlor rebate requirements. The Town is responsible for calculating (or causing the calculation of) rebate liability for each issue of Obligations, and for making any required rebate payments. Any funds of the Town set aside or otherwise pledged or earmarked to pay debt service on the Obligations should be analyzed to assure compliance with the tax law rules on arbitrage, invested sinking funds and pledged funds (including gifts or donations linked to facilities financed with Capital Obligations). The Responsible Official will consult with Bond Counsel to confirm that all relevant arbitrage yield requirements are met. 3. Rebate. On or before the date of any required rebate payment (see below), the Town will retain a nationally recognized azbitrage rebate consultant (the "Arbitrage Rebate Consultant") to perform rebate calculations that may be required to be made from time to time with respect to any issue of Obligations. The Responsible Official shall be responsible for providing the Arbitrage Rebate Consultant with requested documents and information on a prompt basis, reviewing applicable rebate reports and other calculations and generally interacting with the Arbitrage Rebate Consultant to ensure the timely prepazation of rebate reports and payment of any rebate. 1293237.1033923 CLD The reports and calculations provided by the Arbitrage Rebate Consultant will assure compliance with rebate requirements, which require the Town to make rebate payments, if any, no later than the fifth anniversary date and each fifth anniversary date thereafter through the final maturity or redemption date of a Capital Obligation. A final rebate payment, if due, must be made within sixty (60) days of the final maturity or redemption date of all Obligations. Rebate spending exceptions for Capital Obligations aze available for periods of 6 months, 18 months and 2 yeazs. The Responsible Official will confer and consult with the Arbitrage Rebate Consultant to determine whether any rebate spending exception may be met. In the case of Cash-Flow Obligations, within 60 days of the maturity date of such Cash- Flow Obligations, if there is concern as to whether the Town has met its requisite maximum cumulative cash-flow deficit, the Arbitrage Rebate Consultant shall be promptly consulted to determine whether either the six-month spending exception or the statutory safe hazbor exception to the rebate rules was met (in which case no rebate would be owed) or whether the investment income derived from the proceeds of the Cash-Flow Obligations is subject, in whole or in part, to rebate. Copies of all arbitrage rebate reports, related return filings with the IRS (i.e., IRS Form 8038-T), copies of cancelled checks with respect to any rebate payments and information statements must be retained as described above. The Responsible Official will follow the procedures set forth in the Tax Certificate relating to compliance with the rebate requirements with respect to any Obligations. II. ADDITIONAL PROCEDURES. A. Periodic Monitorine. The Responsible Official will conduct periodic reviews of compliance with the foregoing procedures to determine whether any violations have occurred so that such violations can be remedied through the "remedial action" regulations (Treas. Reg. Section 1.141-12) or the Voluntary Closing Agreement Program (VCAP) described in IRS Notice 2008-31 (or successor guidance). If any changes to the terms or provisions of any Obligations aze contemplated, the Responsible Official will consult with Bond Counsel, because 1293239.1 033923 CLD such modifications could jeopazdize the tax-exempt status of interest on the Obligations after they aze modified. B. Use of Facilities. The Responsible Official will maintain records identifying any Private Use of the facilities or portion of facilities that aze financed or refinanced with proceeds of Capital Obligations. Such records may be kept in any combination of paper or electronic form. In the event the use of the facilities financed or refinanced with the proceeds of Capital Obligations differs from the representations or factual statements in the Tax Certificate, the Responsible Official will promptly contact and consult with Bond Counsel to ensure that there is no adverse effect on the tax-exempt status of the Capital Obligations and, where appropriate, will remedy any violations through the "remedial action" regulations (Treas. Reg. Section 1.141-12), the Voluntary Closing Agreement Program (VCAP) described in IRS Notice 2008-31 (or successor guidance), or as otherwise prescribed by Bond Counsel. 1293237.1033923 CLD C. 1 ' Southold Town Board -Letter Board Meeting of July 17, 2007 ~,ww. ~ RESOLUTION 2007-626 Item # 20 ADOPTED DOC ID: 3055 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2007-626 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NLY 17, 2007: WHEREAS a written petition was duly filed on Apri120, 2007 pursuant to New York State Town Law Section 200 for the improvement of highways in the hamlet of Orient, Town of Southold known as Ryder Farm Lane and Park View Lane and designated on a map known as "Map of Orient by the Sea, Section 3" filed in the Suffolk County Clerk's Office on the 16`h day of October, 1974 as Map No. 7703 and further designated as SCTM# 1000-15-5-25.3; and WHEREAS said petition has been duly signed by the owners of real estate owning at least one- half ofthe entire frontage or bounds on both sides of said highways and it further duly appears that the petition was also signed by resident owners owning not less than one half of the frontage owned by resident owners residing in or along such highways; and WHEREAS such petition was duly acknowledged by all the signers thereof in the same manner as a deed to be recorded; and WHEREAS the maximum amount proposed to be expended for the improvement of said highways as stated in the petition is the sum of 180,000 to be paid as follows: 30,000 to be paid by Petitioners 60,000 to be paid by County of Suffolk 90,000 to be paid by Town of Southold; and WHEREAS the Town Board of the Town of Southold held a public hearing at the Southold Town Hall, 53095 Main Road, Southold, N.Y. on the 5`h day of June at 7:45 p.m., for the purposes of considering said petition and hearing all persons interested in the subject; and Generated July 18, 2007 Page 42 Southold Town Board -Letter Boazd Meeting of July 17, 2007 ~ WHEREAS notice of said public hearing was duly published and posted as required by law; and NOW, THEREFORE, after such hearing and upon the evidence given thereat, and pursuant to Section 200 of the Town Law of the State of New York, it is hereby RESOLVED that this Board does hereby determine that it is in the public interest to make the improvements petitioned for, to wit: The construction or repair and paving of such roads, clearing of brush and culverts and other improvements necessary for proper drainage; and that such improvements will be funded as set forth in the petition; and it is further RESOLVED that the Town Boazd shall commission a survey to be done of said highways and establish the lines and grades thereof and such survey and a profile of the grade shall be filed in the Town Clerk's Office, and such cost shall be made a part of the project; and it is further RESOLVED that the Town of Southold Office of Engineering shall prepaze definite plans and specifications and make a cazeful estimate for the performance of the work; and it is further RESOLVED that upon completion of the aforesaid plans and specifications, the Superintendant of Highways may perform such work or part thereof and/or the Town shall advertise for sealed bids for furnishing all or part of the labor, materials and equipment for the construction or repair of such highways and drainage as set forth in the petition; and the cost thereof shall be deemed a part of the expense of the improvement; and it is further RESOLVED that upon award of the bid and completion of the improvements to the satisfaction of the Superintendant of Highways and the office of Engineering, the Town will accept dedication of the roads known as Ryder Farm Lane and Pazk View Lane. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [5 TO 1] Generated July 18, 2007 Page 43 Southold Town Boazd -Letter Board Meeting of July 17, 2007 MOVER: Daniel C. Ross, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Krupski Jr., Edwards, Ross, Evans, Russell NAYS: Thomas H. Wickham Generated July 18, 2007 Page 44 ~ o~~oF souTyol ~ ELIZABETH A. NEVILLE ~ ~ Town Hall, 53095 Main Road TOWN CLERK ~ * P.O. Box 1179 REGISTRAR OF VITAL STATISTICS G Q Southold, New York 11971 MARRIAGE OFFICER '.2 ~ ~0 Fax (631) 765-6145 FREE OM OF NFORMA ION OFFICER o~y~~~~,~~ Telephone (631) 765-1500 southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD August 7, 2007 Town of Southold, New York $150,000 Serial Bonds for Orient by the Sea Road Improvements Town of Southold Portion Our File Designation: 2615/30846)File Designation: 2615/30846) Robert P. Smith Hawkins, Delafield & Wood One Chase Manhattan Plaza New York, NY 10005 Dear Mr. Smith: I have enclosed herewith the copy of the affidavit of publication from the Suffolk Times. Please do not hesitate to contact me if you need anything else for your files. Sincerely, Lynda M Bohn Deputy Town Clerk enc #8472 STATE OF NEW YORK) SS: COUNTY OF SUFFOLK) Dina Mac Donald of Mattituck in said count bein dul sworn Y 9 Y says that he/she is Principal clerk of THE SUFFOLK TIMES, a weekly newspaper, published at Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that the Notice of which the annexed is a printed copy, has been regularly published in said Newspaper once each week for 1 week(s), successively, com~mencin~'g on the 2"d day of August, 2007. Y ~ _ Principal Clerk Sworn to before me this day o 2007 ~ ~ ~~~~f CHRISTINA VOLINSKI NOTARY PUBLIC-STATE OF NEW YORK No. OI-V06105050 9ualifietl In Suffolk County ry.;g.,ln" Ex Piras February 28, 2008 irAL NOTICE . the resolutioe, a summary of which is -publishedherewlth,hes been atlop[ed on the I7th Aay of July, 2007, and the vatid- iry of Ore obligations authozivcd by such resolution may be hereafter contested only if such obligations were authorized ' ~ for an object or purpose for whfch the TOWN OF SOU1T30LD, ®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 Ibe date of publicaton of this ..Notice wefe pot. subsmntiatly complied with, and ad aC6on, suit br proceeding contesting sucti validity is commenced within twenty days after Ore publication of thfs.Nott¢, ox such obligalioaswere atittioriud violation of ttie provisions of the constitution. - ELIZABETH A.NEVILLE Town Clerk BOND RESOLUTION OF THE 7DWNUFSf~E1T'HOLD,NEW YORK, ADOPTED JULY 17,. 2007, AUTHO- RIZING THE CONSTRUC170N OF IMPROVEMENTS T'O RYDER FARM LANE AND PARK VfEW LANE; STAZ•fNG TT-IE~ESTTMATED MAXI- MU~~~STATHEREOF IS 5380,000; APP TBVG SAID AMOUNT THEREIRIR,'INCLUDING THE EX- PENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEED S OFA'SEPARATE ISSUE OF BONDS AND SHQADff EXPECTED TO BE RE- CEIVED AS A REIMBURSEMENT FROMTHE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSU- ANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF SAIDAPPROPRIATION The object or purpose for which the bonds are authorized is the construction of improvements to Ryder Farm Lane and Park View Lane, at the estimated maximnm.cost of $180,000. - The amoum of obligations to be issued pursuant [o this resolution is $150,000. The estimated maximum cost of [he project is 5180,000, with 530,000 of such cost to be paid From the pra- cepds of a separate iseue p(TOwp bonds fa which special aseesssneltfs stiaH be coltu:ted pWauaat to-Seo6len 290 of the Town law. [n addition, it is expected that $60,000 shall be received hy. Ne Towdfrom the County of Suffolk. as a reimbursement for part of ttte cost of the - project and said reimbursement funds are authorized to be applied towards the cost of said project or redemption of the Towo's bonds or notes issued therefor, or [o be budgeted as an offset to the tax- es to be wllected for [he payment of the principal of and interest on said tionds or notes The periodof usefulness is fifteen (15) years; however, the bonds autho- rized pursuant to this ~resolu[ion, and any bond anticipation notes issued in anticipation of [he sale of said bonds, shall mamze no later than five (5) years from the date of original issuance of said bonds or notes. A complete copy of the Bond Reso- lution summarized above shall be avail- able for public inspection during normal business houis at the office of [he Town Clerk, Tbum Hall, 53095 Main Road, Southold,New York. The bond resolution was adopted on Iuly 17,2007. 8473-1T 8/2 vt. • ~ >G ` ' ~ err` 1, ELIZABETH A. NEVILLE nr r; Town Hall, 53095 Main Road TOWN CLERK ~ P.O. Box 1179 REGISTRAR OF VITAL STATISTICS ~ cam: 4~ Southold, New York 11971 MARRIAGE OFFICER n :rr' Fax (631) 765-6145 RECORDS MANAGEMENT OFFICER ~ * tiU~ Telephone (631) 765-1600 FREEDOM OF INFORMATION OFFICER t•JS':~~ ~ -q;_.__ - southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD July 31, 2007 Town of Southold, New York $150,000 Serial Bonds for Orient by the Sea Road Improvements Town of Southold Portion (Our File Designation: 2615/30846) Robert P. Smith Hawkins, Delafield & Wood One Chase Manhattan Plaza New York, NY 10005 Deaz Mr. Smith: I have enclosed herewith the extract of Minutes, the certified resolution adopted by the Town Boazd, a copy of the legal notice that will be published and posted on the 2nd of August, 2007 and an affidavit signed by the Town Clerk. Please do not hesitate to contact me if you need anything else for your files. Sincerely, ~~n~ Lynda M Bohn Deputy Town Clerk enc EXTRACT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York July 17, 2007 r ~ A regular meeting of the Town Boazd of the Town of Southold, in the County of Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold, New York, on July 17, 2007. There were present: Hon. Scott A. Russell, Supervisor; and Board Members: Councilman Albert J. Krupski, Jr Councilman William P. Edwazds Councilman Daniel C. Ross Councilman Thomas H. Wickham Justice Louisa P. Evans There were absent: None Also present: Elizabeth A. Neville, Town Clerk Patricia Finnegan, Town Attorney + + Councilman Thomas H. Wickham offered the following resolution and moved its adoption: BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 17, 2007, AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS TO RYDER FARM LANE AND PARK VIEW LANE; STATING THE ESTIMATED MAXIMUM COST THEREOF IS $180,000; APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE EXPENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEEDS OF A SEPARATE ISSUE OF BONDS AND $60,000 EXPECTED TO BE RECEIVED AS A REIMBURSEMENT FROM THE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSUANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF 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 Boazd) AS FOLLOWS: Section 1. The Town of Southold, in the County of Suffolk, New York (herein called the "Town"), is hereby authorized to construct improvements to Ryder Farm Lane and Pazk View Lane, as shown and designated on a certain map entitled "Map of Orient by the Sea, Section 3," and filed in the Office of the Clerk of the County of Suffolk on October 16, 1974, as Map number 7703 and further designated as SCTM #1000-15-5-25.3. The estimated maximum cost of such project, including preliminary costs and costs incidental thereto and the financing thereof, is $180,000 and said amount is hereby appropriated therefor. The plan of financing includes: (i) the issuance of $150,000 serial bonds of the Town, with the principal of and interest on such debt to be paid by the levy and collection of taxes on all the taxable real property in the Town at the same time and in the same manner as other Town charges and (ii) the issuance of $30,000 serial bonds of the Town, with the principal of and interest on such debt to be paid by the assessment, levy and collection from the several lots and/or pazcels of land within said Town which the Town Board shall deem to be especially benefited thereby, so much upon and from each as shall be in just proportion to the amount of benefit conferred upon the same, in conformity with the proceedings heretofore completed pursuant to Section 200 of the Town Law. In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk as a reimbursement for part of the cost of the project and said reimbursement funds are authorized to be applied towards the cost of said project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the principal of and interest on said bonds or notes. Section 2. Serial bonds of the Town in the principal amount of $150,000 aze hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (referred to herein as the "Law"), to finance a part of said appropriation. Section 3. The following additional matters aze hereby determined and declared: (a) The period of probable usefulness applicable to the purpose for which said $150,000 serial bonds aze authorized to be issued, within the limitations of Section 11.00 a. 20 (c) of the Law, is fifteen (15) yeazs; however, the bonds authorized pursuant to this resolution, and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years from the date of original issuance of said bonds or notes. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized, or for expenditures made on or prior to such date if a prior declaration of intent has been made. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department. (c) The proposed maturity of the bonds authorized by this resolution will not exceed five (5) years. Section 4. Each of the bonds authorized by this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by general tax upon all the taxable real property within the Town without limitation of rate or amount. The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the principal of and interest on said bonds and any notes issued in anticipation of the sale of said bonds and provision shall be made annually in the budget of the Town by appropriation for (a) the amortization and redemption of the bonds and any notes in anticipation thereof to mature in such yeaz and (b) the payment of interest to be due and payable in such year. Section 5. Subject to the provisions of this resolution and of the Law and pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds with substantially level or declining annual debt service, 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 Boazd 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 bond anticipation 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 aze 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 aze 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 a summary of this bond resolution, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "THE SUFFOLK TIMES," a newspaper published in Southold, New York, having a general circulation in the Town and hereby designated the official newspaper of said Town for such publication. + ~ LEGAL NOTICE The resolution, a summary of which is published herewith, has been adopted on the 17th day of July, 2007, 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. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 17, 2007, AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS TO RYDER FARM LANE AND PARK VIEW LANE; STATING THE ESTIMATED MAXIMUM COST THEREOF IS $180,000; APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE EXPENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEEDS OF A SEPARATE ISSUE OF BONDS AND $60,000 EXPECTED TO BE RECEIVED AS A REIMBURSEMENT FROM THE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSUANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF SAID APPROPRIATION The object or purpose for which the bonds aze authorized is the construction of improvements to Ryder Farm Lane and Pazk View Lane, at the estimated maximum cost of $180,000. The amount of obligations to be issued pursuant to this resolution is $150,000. The estimated maximum cost of the project is $180,000, with $30,000 of such cost to be paid from the proceeds of a sepazate issue of Town bonds for which special assessments shall be collected pursuant to Section 200 of the Town Law. In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk as a reimbursement for part of the cost of the project and said reimbursement funds are authorized to be applied towards the cost of said project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the principal of and interest on said bonds or notes. The period of usefulness is fifteen (15) years; however, the bonds authorized pursuant to this resolution, and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) yeazs from the date of original issuance of said bonds or notes. A complete copy of the Bond Resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main Road, Southold, New York. The bond resolution was adopted on July 17, 2007. The adoption of the foregoing resolution was seconded by Justice Louisa P. Evans and duly put to a vote on roll call, which resulted as follows: AYES: Hon. Scott A. Russell, Supervisor; and Boazd Members: Councilman Albert J. Krupski, Jr Councilman William P. Edwazds Councilman Daniel C. Ross Councilman Thomas H. Wickham Justice Louisa P. Evans NOES: None The resolution was declared adopted. ~ , ~ • CERTIFICATE I, ELIZABETH A. NEVILLE, 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 July 17, 2007, has been compared by me with the original minutes as officially recorded in my office in the Minute Book of said Town Boazd 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 17th day of July, 2007. (SEAL) ( -Die~fi7~ / L~,,.~~. Town Clerk LEGAL NOTICE The resolution, a summary of which is published herewith, has been adopted on the 17th day of July, 2007, 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. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 17, 2007, AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS TO RYDER FARM LANE AND PARK VIEW LANE; STATING THE ESTIMATED MAXIMUM COST THEREOF IS $180,000; APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE EXPENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEEDS OF A SEPARATE ISSUE OF BONDS AND $60,000 EXPECTED TO BE RECEIVED AS A REIMBURSEMENT FROM THE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSUANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF SAID APPROPRIATION The object or purpose for which the bonds are authorized is the construction of improvements to Ryder Fann Lane and Pazk View Lane, at the estimated maximum cost of $180,000. The amount of obligations to be issued pursuant to this resolution is $150,000. The estimated maximum cost of the project is $180,000, with $30,000 of such cost to be paid from the proceeds of a separate issue of Town bonds for which special assessments shall be collected pursuant to Section 200 of the Town Law. In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk as a reimbursement for part of the cost of the project and said reimbursement funds aze authorized to be applied towazds the cost of said project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the principal of and interest on said bonds or notes. The period of usefulness is fifteen (15) yeazs; however, the bonds authorized pursuant to this resolution, and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) yeazs from the date of original issuance of said bonds or notes. A complete copy of the Bond Resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main Road, Southold, New York. The bond resolution was adopted on July 17, 2007. PLEASE PUBLISH ON August 2, 2007, AND FORWARD THREE (3) AFFIDAVITS OF PUBLICATION TO ELIZABETH NEVILLE, TOWN CLERK, PO BOX 1179, SOUTHOLD, NEW YORK 11971. Copies to the following: Suffolk Times Town Board Members Town Attorney John Cushman, Comptroller Hawkins, Delafield & Wood Town Clerk Bulletin Board STATE OF NEW YORK ) SS: COUNTY OF SUFFOLK) ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being duly sworn, says that on the day of , 2007, she affixed a notice of which the annexed printed notice is a true co , in a proper and substantial manner, in a most public place in the Town of Southold, Suffolk County, New York, to wit: Town Clerk's Bulletin Boazd, 53095 Main Road, Southold, New York. Ryder Farm Lane Bond $30,000.00 lizabeth A. Neville Southold Town Clerk Sw~ofrn' before m t is y of ~ , 2007. _ Cr ~ N tary Public LYNDA M. BOHN NOTARY PUBLIC, State of New York No. 01806020932 Qualified in Suffolk County Term Expires March 8, 20 d,~,,, • Southold Town Boazd -Letter Boazd Meeting of July 17, 2007 1+''"~"`~ RESOLUTION 2007-627 Item # 22 ADOPTED DOC ID: 3064 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2007-627 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 17, 2007: BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 17, 2007, AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS TO RYDER FARM LANE AND PARK VIEW LANE; STATING THE ESTIMATED MAXIMUM COST THEREOF IS $180,000; APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE EXPENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEEDS OF A SEPARATE ISSUE OF BONDS AND $60,000 EXPECTED TO BE RECEIVED AS A REIMBURSEMENT FROM THE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSUANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF 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: The Town of Southold, in the County of Suffolk, New York (herein called the "Town"), is hereby authorized to construct improvements to Ryder Fazm Lane and Park View Lane, as shown and designated on a certain map entitled "Map of Orient by the Sea, Section 3," and filed in the Office of the Clerk of the County of Suffolk on October 16, 1974, as Map number 7703 and further designated as SCTM #1000-15-5-25.3. The estimated maximum cost of such project, including preliminary costs and costs incidental thereto and the financing thereof, is $180,000 and said amount is hereby appropriated therefor. The plan of financing Generated July 18, 2007 Page 45 Southold Town Board - L~r B~d Meeting of July 17, 2007 includes: (i) the issuance of $150,000 serial bonds of the Town, with the principal of and interest on such debt to be paid by the levy and collection of taxes on all the taxable real property in the Town at the same time and in the same manner as other Town chazges and (ii) the issuance of $30,000 serial bonds of the Town, with the principal of and interest on such debt to be paid by the assessment, levy and collection from the several lots and/or parcels of land within said Town which the Town Board shall deem to be especially benefited thereby, so much upon and from each as shall be in just proportion to the amount of benefit conferred upon the same, in conformity with the proceedings heretofore completed pursuant to Section 200 of the Town Law. In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk as a reimbursement for part of the cost of the project and said reimbursement funds are authorized to be applied towards the cost of said project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the principal of and interest on said bonds or notes. Serial bonds of the Town in the principal amount of $150,000 aze hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (referred to herein as the "Law"), to finance a part of said appropriation. The following additional matters are hereby determined and declared: (a) The period of probable usefulness applicable to the purpose for which said $150,000 serial bonds aze authorized to be issued, within the limitations of Section 11.00 a. 20 (c) of the Law, is fifteen (15) years; however, the bonds authorized pursuant to this resolution, and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years from the date of original issuance of said bonds or notes. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized, or for expenditures made on or prior to such date if a prior declaration of intent has been made. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department. Generated July 18, 2007 Page 46 Southold Town Board - Le• B•d Meeting of July 17, 2007 (c) The proposed maturity of the bonds authorized by this resolution will not exceed five (5) yeazs. 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 aze 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 yeaz and (b) the payment of interest to be due and payable in such year. Subject to the provisions of this resolution and of the Law and pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds with substantially level or declining annual debt service, 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 bond anticipation notes, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. 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: such obligations are authorized for an object or purpose for which the Town is not authorized to expend money, or the provisions of law which should be complied with at the date of the publication of such resolution aze 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 Generated July 18, 2007 Page 47 Southold Town Boazd - L~r B~d Meeting of July 17, 2007 ` such obligations aze authorized in violation of the provisions of the constitution. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish a summazy of this bond resolution, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "THE SUFFOLK TIMES," a newspaper published in Southold, New York, having a general circulation in the Town and hereby designated the official newspaper of said Town for such publication. * : (NOTICE TO BE ATTACHED TO AND TO BE PUBLISHED WITH SUMMARY OF RESOLUTION AFTER ADOPTION) NOTICE The resolution, a summary of which is published herewith, has been adopted on the 17th day of July, 2007, 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. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 17, 2007, AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS TO RYDER FARM LANE AND PARK VIEW LANE; STATING THE ESTIMATED MAXIMUM COST THEREOF IS $180,000; APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE EXPENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEEDS OF A SEPARATE ISSUE OF BONDS AND Generated July 18, 2007 Page 48 Southold Town Boazd - Le• Bo~Crd Meeting of July 17, 2007 $60,000 EXPECTED TO BE RECEIVED AS A REIMBURSEMENT FROM THE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSUANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF SAID APPROPRIATION The object or purpose for which the bonds are authorized is the construction of improvements to Ryder Farm Lane and Pazk View Lane, at the estimated maximum cost of $180,000. The amount of obligations to be issued pursuant to this resolution is $150,000. The estimated maximum cost of the project is $180,000, with $30,000 of such cost to be paid from the proceeds of a sepazate issue of Town bonds for which special assessments shall be collected pursuant to Section 200 of the Town Law. In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk as a reimbursement for part of the cost of the project and said reimbursement funds are authorized to be applied towazds the cost of said project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the principal of and interest on said bonds or notes. The period of usefulness is fifteen (15) yeazs; however, the bonds authorized pursuant to this resolution, and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years from the date of original issuance of said bonds or notes. A complete copy of the Bond Resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main Road, Southold, New York. The bond resolution was adopted on July 17, 2007. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Thomas H. Wickham, Councilman Generated July 18, 2007 Page 49 Southold Town Board - L~r Badfd Meeting of July 17, 2007 SECONDER: Louisa P. Evans, Justice AYES: Krupski Jr., Edwards, Ross, Wickham, Evans, Russell Generated July 18, 2007 Page 50 " Southold Town Boazd -•er ~azd Meeting of July 17, 2007 RESOLUTION 2007-626 Item # 20 r~~~ ADOPTED DOC ID: 3055 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2007-626 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NLY 17, 2007: WHEREAS a written petition was duly filed on April 20, 2007 pursuant to New York State Town Law Section 200 for the improvement of highways in the hamlet of Orient, Town of Southold known as Ryder Farm Lane and Park View Lane and designated on a map known as "Map of Orient by the Sea, Section 3" filed in the Suffolk County Clerk's Office on the 16`" day of October, 1974 as Map No. 7703 and further designated as SCTM# 1000-15-5-25.3; and WHEREAS said petition has been duly signed by the owners of real estate owning at least one- half ofthe entire frontage or bounds on both sides of said highways and it further duly appeazs that the petition was also signed by resident owners owning not less than one half of the frontage owned by resident owners residing in or along such highways; and WHEREAS such petition was duly acknowledged by all the signers thereof in the same manner as a deed to be recorded; and WHEREAS the maximum amount proposed to be expended for the improvement of said highways as stated in the petition is the sum of 180,000 to be paid as follows: 30,000 to be paid by Petitioners 60,000 to be paid by County of Suffolk 90,000 to be paid by Town of Southold; and WHEREAS the Town Board of the Town of Southold held a public heazing at the Southold Town Hall, 53045 Main Road, Southold, N.Y. on the 5`h day of June at 7:45 p.m., for the purposes of considering said petition and hearing all persons interested in the subject; and Generated July 18, 2007 Page 42 Southold Town Board - Le~ Bo~ Meeting of July 17, 2007 WHEREAS notice of said public heazing was duly published and posted as required by law; and NOW, THEREFORE, after such hearing and upon the evidence given thereat, and pursuant to Section 200 of the Town Law of the State of New York, it is hereby RESOLVED that this Board does hereby determine that it is in the public interest to make the improvements petitioned for, to wit: The construction or repair and paving of such roads, clearing of brush and culverts and other improvements necessazy for proper drainage; and that such improvements will be funded as set forth in the petition; and it is further RESOLVED that the Town Boazd shall commission a survey to be done of said highways and establish the lines and grades thereof and such survey and a profile of the grade shall be filed in the Town Clerk's Office, and such cost shall be made a part of the project; and it is further RESOLVED that the Town of Southold Office of Engineering shall prepaze definite plans and specifications and make a cazeful estimate for the performance of the work; and it is further RESOLVED that upon completion of the aforesaid plans and specifications, the Superintendant of Highways may perform such work or part thereof and/or the Town shall advertise for sealed bids for furnishing all or part of the labor, materials and equipment for the construction or repair of such highways and drainage as set forth in the petition; and the cost thereof shall be deemed a part of the expense of the improvement; and it is further RESOLVED that upon award of the bid and completion of the improvements to the satisfaction of the Superintendant of Highways and the office of Engineering, the Town will accept dedication of the roads known as Ryder Farm Lane and Park View Lane. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [5 TO 1] Generated July 18, 2007 Page 43 Southold Town Board - L•er Board Meeting of July 17, 2007 MOVER: Daniel C. Ross, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Krupski Jr., Edwards, Ross, Evans, Russell NAYS: Thomas H. Wickham Generated July 18, 2007 Page 44 DELAFIELD &WOODLLP PHONE (212) 620-9300 ONE CHASE MANHATTAN PLAZ4 NEW YORK FA%(212)514-8425 NEW VORN, NY 10005 WASHINGTON WNhV.HAWKINS.COM NEWARK Jul 17 2007 HARTFORD (212) 820-9662 y , LOS ANGELES SACRAMENTO SAN FRANCISCO Town of Southold, New York $150,000 Serial Bonds for Orient by the Sea Road Improvements Town of Southold Portion i0ur File Designation: 2615/308461 Patricia Finnegan, Esq. Town Attorney Town of Southold 53095 Main Road Southold, New York 11971 Deaz Pat: Pursuant to your request, I have prepared and enclose herewith the draft Extract of Minutes of the regulaz Town Boazd meeting to be held this afternoon, showing adoption of the Bond Resolution authorizing the above bonds and authorizing and directing the publication of a summary of such Bond Resolution together with the statutory form of notice. Please note that the Bond Resolution is to be adopted by at least atwo-thirds vote of the entire Town Board membership. An extra copy of the summary of the Bond Resolution with the prescribed form of the Town Clerk's statutory notice affixed in readiness for publication in the official Town newspaper is also enclosed. As you know, publication of the summary of the bond resolution with the prescribed form of Town Clerk's notice commences a 20-day statute of limitations pursuant to the provisions of Section 80.00 et seq. of the Local Finance Law. Please obtain and forwazd to me a certified copy of the Extract of Minutes and an original Affidavit of Publication with respect to the summazy of the bond resolution. With best regazds, I azn Very truly yours, Robert P, Smith RPS/ml Enclosures 526731.1 030846 RES EXTRACT OF MINUTES Meeting of the Town Boazd of the Town of Southold, in the County of Suffolk, New York July 17, 2007 A regular meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold, New York, on July 17, 2007. There were present: Hon. Scott A. Russell, Supervisor; and Board Members: There were absent: Also present: Elizabeth A. Neville, Town Clerk Patricia Finnegan, Town Attorney John A. Cushman, Town Comptroller * + offered the following resolution and moved its adoption: 526731.1 030846 RES BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 17, 2007, AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS TO RYDER FARM LANE AND PARK VIEW LANE; STATING THE ESTIMATED MAXIMUM COST THEREOF IS $180,000; APPROPRIAT ING SAID AMOUNT THEREFOR, INCLUDING THE EXPENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEEDS OF A SEPARATE ISSUE OF BONDS AND $60,000 EXPECTED TO BE RECEIVED AS A REIMBURSEMENT FROM THE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSUANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF 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 the "Town"), is hereby authorized to construct improvements to Ryder Farm Lane and Park View Lane, as shown and designated on a certain map entitled "Map of Orient by the Sea, Section 3," and filed in the Office of the Clerk of the County of Suffolk on October 16, 1974, as Map number 7703 and further designated as SCTM #1000-15-5-25.3. The estimated maximum cost of such project, including preliminary costs and costs incidental thereto and the financing thereof, is $180,000 and said amount is hereby appropriated therefor. The plan of 526731.1 030846 RES financing includes: (i) the issuance of $150,000 serial bonds of the Town, with the principal of and interest on such debt to be paid by the levy and collection of taxes on all the taxable real property in the Town at the same time and in the same manner as other Town chazges and (ii) the issuance of $30,000 serial bonds of the Town, with the principal of and interest on such debt to be paid by the assessment, levy and collection from the several lots and/or parcels of land within said Town which the Town Board shall deem to be especially benefited thereby, so much upon and from each as shall be in just proportion to the amount of benefit conferred upon the same, in conformity with the proceedings heretofore completed pursuant to Section 200 of the Town Law. In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk as a reimbursement for part of the cost of the project and said reimbursement funds are authorized to be applied towazds the cost of said project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the principal of and interest on said bonds or notes. Section 2. Serial bonds of the Town in the principal amount of $150,000 are hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (referred to herein as the "Law"), to finance a part of said appropriation. Section 3. The following additional matters aze hereby determined and declared: (a) The period of probable usefulness applicable to the purpose for which said $150,000 serial bonds are authorized to be issued, within the limitations of Section 11.00 a. 20 (c) of the Law, is fifteen (15) yeazs; however, the bonds authorized pursuant to this resolution, 526731.1 030846 RES and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) yeazs from the date of original issuance of said bonds or notes. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized, or for expenditures made on or prior to such date if a prior declazation of intent has been made. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department. (c) The proposed maturity of the bonds authorized by this resolution will not exceed five (5) years. Section 4. Each of the bonds authorized by this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by general tax upon all the taxable real property within the Town without limitation of rate or amount. The faith and credit of the Town aze 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 21.00 relative to the authorization of the issuance of bonds 526731.1 030846 RES with substantially level or declining annual debt service, 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 Boazd 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 bond anticipation 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 a summazy of this bond resolution, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "THE SUFFOLK TIMES," a newspaper published in Southold, New York, having a general circulation in the Town and hereby designated the official newspaper of said Town for such publication. * r 526731.1 030846 RES The adoption of the foregoing resolution was seconded by and duly put to a vote on roll call, which resulted as follows: AYES: NOES: The resolution was declared adopted. 526731.1 030846 RES CERTIFICATE I, ELIZABETH A. NEVILLE, 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 Boazd of said Town of Southold duly called and held on July 17, 2007, has been compazed 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 17th day of July, 2007. (SEAL) Town Clerk 526731.1 030846 RES (NOTICE TO BE ATTACHED TO AND TO BE PUBLISHED WITH SUMMARY OF RESOLUTION AFTER ADOPTION) NOTICE The resolution, a summary of which is published herewith, has been adopted on the 17th day of July, 2007, 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. ELIZABETH A. NEVILLE Town Clerk 526731.1 030846 RES 1 • BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 17, 2007, AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS TO RYDER FARM LANE AND PARK VIEW LANE; STATING THE ESTIMATED MAXIMUM COST THEREOF IS $180,000; APPROPRIATING SAID AMOUNT THEREFOR, INCLUDING THE EXPENDITURE OF $30,000 EXPECTED TO BE PAID FROM THE PROCEEDS OF A SEPARATE ISSUE OF BONDS AND $60,000 EXPECTED TO BE RECEIVED AS A REIMBURSEMENT FROM THE COUNTY OF SUFFOLK; AND AUTHORIZING THE ISSUANCE OF $150,000 SERIAL BONDS OF SAID TOWN TO FINANCE A PART OF SAID APPROPRIATION The object or purpose for which the bonds are authorized is the construction of improvements to Ryder Farm Lane and Park View Lane, at the estimated maximum cost of $180,000. The amount of obligations to be issued pursuant to this resolution is $150,000. The estimated maximum cost of the project is $180,000, with $30,000 of such cost to be paid from the proceeds of a separate issue of Town bonds for which special assessments shall be collected pursuant to Section 200 of the Town Law. In addition, it is expected that $60,000 shall be received by the Town from the County of Suffolk as a reimbursement for part of the cost of the project and said reimbursement funds are authorized to be applied towazds the cost of said project or redemption of the Town's bonds or notes issued therefor, or to be budgeted as an offset to the taxes to be collected for the payment of the principal of and interest on said bonds or notes. The period of usefulness is fifteen (15) years; however, the bonds authorized pursuant to this resolution, and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years from the date of original issuance of said bonds or notes. A complete copy of the Bond Resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main Road, Southold, New York. The bond resolution was adopted on July 17, 2007. 526731.1 030846 RES d S ~J n0 x J-- - _ _ ~ 1 1 0 a~ ~ ~ No. 7R-1 51,135,000 ~ - z ` UNCFED STATES OF AMERICA ~r ;i„ STATE OF NEW YORK - ~'x,', . COUNTY OF SUFFOLK ifs ,=ci TOWNOFSOUTHOLD , BOND ANTICII'ATION NOTE FOR VARIOUS PURPOSES-2011 ! v¢ I ; ' ~)~4. The Towo of Southold, in the County of Suffolk a municipal corporation of the State of New York, hereby r ' S)):' M' acknowledges itself indebted and for value received promises to pay to JPMorgan Chase Bank, N.A., Melville, New York, as ! llt?t ~ -.f+~#" w ~ registered owner, the sum of ONE MILLION ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS (51,135,000) on _ the 31st day of August, 2012, together with interest thereon from the date hereof at the rate of seventy-four hundredths of one I ~a=. 0~ per centum (0.74•/<) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money ~~3 of the United States of America, at JPMorgan Chase Bank, N.A., Melville, New York ~ .Both principal ~ of and interest on this Note shall be payable only to the registered holder, his legal t ~{r€ representatives, successors or vansferees. This Note shall be transferab]e only upon presentation to such Town Clerk with a I t>il : I Y!C~• vvntten transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books and sfiall i~r~~ ~S A ~ endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal i ~ ; a - representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shai3 be certified as to its genuineness by an officer of a bank or trust company located and authorized to do business in this State. "~~s~~f'', af~ I This Note is the only Note of an authorized combined renewal issue, the principal amount of which is S 1,135,000. `t~Mio ~ ~ ' tt This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated ~ ;se ' t, t~.~ Laws of [he State of New York, various bond resolutions adopted by the Town Board on their respective dates, authorizing the ' ,t"~y~"6: issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by [he Supervisor on ~ t .r ~}F'~~ September 1, 20] 1. i~~~~~_ .n!In"? 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 amended. x ~rifi,~ - The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and 'A interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the , ~t~ rE. ~ Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the t4,lr `~.~:,+"t~ issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedness of f~> , ~ ~ such Town, is within every debt and other limit prescribed by the Constitution and laws of such State. ( 41;,. , ~ a r,,~,<„ IN WITNESS WHEREOF, [he Town of Southold has caused this Note to be executed in its name by its Supervisor, /i'~ and its corporate seal (or a facsimile thereof) to be affixed,smprinted, impressed or otherwise reproduced hereon and attested by ~i its Town Clerk and this Note to be dated as of the 1st day of September, 2011. xi,."Y,!~: TO OF SOUTHOLD Tx'9 P tt? ~ (SEAL) t ' - Supervisor ~ 1~~ ATTEST: e r~ i //j ~ ;c;; CcTown CI c tja s~i;' pp w 117 R ~ . Q611=j'. d. ,l jfy':~: o t l j i p ~ _ 4:[~. l ' ~A T. ~ J _ ~ _ _ ~i 4 ail CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF THE $1,135,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2011 OF THE TOWN OF SOUTHOLD, NEW YORK. I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond resolutions duly adopted and amended and as referred to in the paragraphs below and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $18,000 shall be issued to renew, in part, the $21,000 bond anticipation note dated September 2, 2010, maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 17, 2007, ratifying the appropriation of $30,000 to finance a part ofthe cost of construction of improvements to certain highways in the Hamlet of Orient, known as Ryder Farm Lane and Park View Lane; stating the estimated maximum cost thereof is $180,000, with $150,000 of said cost expected to be paid from other sources; and authorizing the issuance of $30,000 serial bonds of said Town to fmance said $30,000 appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 2, 2010, the redemption of said $21,000 bond anticipation note having been heretofore provided to the extent of $3,000 from a source other than the proceeds of serial bonds. 2. A bond anticipation note ofthe Town in the principal amount of $165,000 shall be issued to renew, in part, the $315,000 bond anticipation note dated September 2, 2010, maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 17, 2008, appropriating $590,000 for the increase and improvement of facilities of the Southold Solid Waste Management District, in said Town, and authorizing the issuance of $590,000 serial bonds of said town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 2, 2010, the redemption of said $315,000 bond anticipation note having been heretofore provided to the extent of $150,000 from a source other than the proceeds of serial bonds. 3. A bond anticipation note of the Town in the principal amount of $180,000 shall be issued to renew, in part, the $280,000 bond anticipation note dated September 2, 2010, maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 29, 2008, appropriating $400,000 to pay the cost of acquiring the easterly half of the certain piece of parcel of land, containing one half of one acre, more or less, situate adjacent to the Town Hall property, and previously acquired by the town pursuant to the eminent domain proceeding (Index No. 06-23054) commenced in the Supreme Court of the State of New York, Suffolk County, on August 3, 2006, and authorizing the issuance of $400,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 2, 2010, the redemption of said $280,000 bond anticipation note having been heretofore provided to the extent of $100,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $82,000 shall be issued to renew, in part, the $1,400,000 bond anticipation note dated September 2, 2010, maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted March 9, 2010 and amended May 4, 2010, authorizing the construction of improvements to various roads on Fishers Island, includmg related drainage improvements, stating the estimated maximum cost thereof is $1,400,000, appropriating said amount for such purpose, and authorizing the issuance of $1,400,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 2, 2010, the redemption of said $1,400,000 bond anticipation note having been heretofore provided to the extent of $1,318,000 from a source other than the proceeds of serial bonds. 5. A bond anticipation note of the Town in the principal amount of $440,000 shall be issued to renew, in part, the $700,000 bond anticipation note dated September 2, 2010, maturing September 2, 2011, and heretofore issued in anticipation ofthe sale ofthe serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 15, 2010 and amended May 4, 2010, appropriating $700,000 for the improvement of facilities ofthe Southold Town Wastewater Disposal District, and authorizing the issuance of $700,000 serial bonds ofsaid Town to finance said appropriation," duly adopted by the Town Boazd on the date therein refereed to, and the Certificate of Determination executed by the Supervisor on September 2, 2010, the redemption of said $700,000 bond anticipation note having been heretofore provided to the extent of $260,000 from a source other than the proceeds of serial bonds. 6. A bond anticipation note of the Town in the principal amount of $250,000 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 June 21, 2011, authorizing the acquisition of equipment for use by the Highway Department, stating the estimated maximum cost thereof is $250,000, appropriating said amount for such purpose, and authorizing the issuance of $250,000 bonds ofsaid Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to. 7. Said $18,000 note, said $165,000 note, said $180,000 note, said $82,000 note, said $440,000 and said $250,000 note shall be combined for the purpose of sale into a single note issue in the aggregate principal amount of $1,135,000 (hereinafter referred to as the "Note"). 8. The terms, form and details ofsaid Note shall be as follows: Amount and Title: $1,135,000 Bond Anticipation Note for Various Purposes-2011 Dated: September 1, 2011 Matures: August 31, 2012 Number and Denomination: Number 7R-1, at $1,135,000 Interest Rate per annum: 0.74% Form of Note: Substantially in accordance with form prescribed by Schedule B,2 ofthe Local Finance Law ofthe State ofNew York. 9. The respective amounts of bond anticipation notes originally issued in anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions referred to in paragraphs 1 to 6, inclusive, hereof, including the Note, are: (1) $150,000, (2) $590,000, (3) $400,000, (4) $700,000, (5) $1,400,000 and (6) $250,000, and the respective amounts of bond anticipation notes which will be outstanding after the issuance of the Note, ~ ~ ; including said Note, will be: (1) $18,000, (2) $165,000, (3) $180,000, (4) $82,000, (5) $440,000 and (6) $250,000. 10. The serial bonds authorized pursuant to the resolution referred to in paragraphs 1, 2 and 5 hereof, are for improvements which are assessable, and the serial bonds authorized pursuant to the resolutions referred to in paragraphs 3, 4 and 6 hereof, are for improvements which are non-assessable. 11. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to JPMorgan Chase Bank, N.A., Melville, New York, as registered owner, for the purchase price of $1,135,000.00, 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 JPMorgan Chase Bank, N.A., Melville, New York, and shall bear interest at the rate of seventy-four hundredths of one per centum (0.74%) per annum, payable at maturity. 12. Said 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 Deputy Town Clerk. 1 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 1st day of September, 2011. Supervisor . ; DEPUTY CLERK'S CERTIFICATE I, Linda Cooper, Deputy 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 Deputy Town Clerk on or before the 1st day of September, 2011, and I FURTHER CERTIFY that no resolution electing to reassume any ofthe powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions 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 1st day of September, 2011. ~ih_! Deput own Clerk' (SEAL) ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Scott A. Russell, 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 $1,135,000 Bond Anticipation Note for Various Purposes-2011 (herein referred to as the "Note" or "Notes"), dated and issued on September 1, 2011, as follows: Unless the context cleazly 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 ng atorv. I am an officer of the Issuer chazged with the responsibility for the execution, delivery, and issuance of the Note and am acting for and on behalf of the Issuer in signing this certificate. 1.2. Pumose of Certificate. This certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the date hereof as to future events regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations (the "Regulations"). This certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Note. The provisions of this certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. 1.3. Reasonable Expectations. This certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no other facts, estimates or circumstances that would materially change that expectation. 1.4. Composite Issue. No other governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note, pursuant to a common plan of financing which are expected to be paid from substantially the same source of funds as the Note. 1.5 No Federal Guazantee. The Issuer represents and covenants that, except for the gross proceeds of the Note which aze: (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 Note is or will be guazanteed directly or indirectly by the United States or any agency or instrumentality thereof (herein "federally guazanteed"); and (ii) No portion of the gross proceeds of the Note in excess of five percent of such gross proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guazanteed, or (B) invested directly or indirectly in federally insured deposits or accounts. 1.6. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth herein, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Note shall be excluded from gross income of the owners thereof for the purpose of federal income taxation. 1.7. Additional Infonnation. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Note for federal income taxation purposes. 1.8. Non-Puroose Investments. Not more than 50% of the proceeds of the Note are being invested in investments not acquired to carry out the governmental purposes of the issue at a guazanteed yield and having a term of 4 yeazs or more. 1.9 IRS Information Reporting. The Issuer will make a timely filing of the appropriate IRS Form 8038G or 8038-GC. ARTICLE II Use of Project and Proceeds 2.1. Authorization. (a) The Note is authorized to be issued pursuant to applicable provisions of the laws of the State of New York and various bond resolutions duly adopted by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the Certificate of Determination executed by the Supervisor on September 1, 2011. (b) For purposes of this Article II the term "proceeds" means the net amount (after payment of all costs and expenses associated with issuing the Note) received by the Issuer from the sale of the Note, excluding accrued interest. 2.2. Purpose of Issue. The Note is being issued to provide funds for various purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions. 2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the amount of $885,000 (the "Current Refunding Note") will be used, together with $4,339,000 available funds, to redeem prior issues of bond anticipation notes currently outstanding in the aggregate principal amount of $5,224,000 (the "Prior Issues"), heretofore issued to finance the Project. The balance of the proceeds of sale of the Note in the principal amount of $250,000 (the "New Money Note") will be used to provide original financing for the New Money Projects. 2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or another state or local governmental unit and will not be leased to any person who is not a state or local governmental unit. It will not (except to the extent that any of the projects financed involve grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used directly or indirectly to make loans to persons other than a governmental unit. 2.6. Private Use. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under the terms of the Note or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. Unrelated/Related 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 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 aze allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note aze 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, guazantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Projects by a person or persons who are not State or local governments on a basis different than the general public. Any management, or operations contract or agreement which provides for nongovernmental use will provide for reasonable compensation which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below: (a) for contracts which provide compensation for each annual period based on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term (including renewal options) not exceeding five yeazs; (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 yeazs; (ii) the issuer may terminate such contract (without penalty) at the end of the second yeaz of the term, and (iii) the amount of the per unit fee is specified in the contract or otherwise limited by the qualified user or a third party; (c) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a percentage of fees chazged, (i) the contract has a term (including renewal options) not exceeding two yeazs, (ii) the issuer may terminate the contract (without penalty) at the end of the first yeaz, and (iii) the service provider primarily provides services to third parties or the contract involves a facility during an initial start-up period; (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollaz aznount 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 dollaz amount for each unit of service provided (i.e. $XX per medical procedure). 2.9 Pooled Loan Financines. 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 aze to be used to make loans, will have been used within 3 yeazs 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 aze to be used with respect to any output facility (other than a facility for the fiunishing of water). No more than the lesser of $5,000,000 or 5% of the proceeds of the Note aze to be used (directly or indirectly) for the acquisition of a nongovernmental output facility. ARTICLE III Arbitrage/Rebate Exemption 3.1 Temporazy Period-Refunding. With respect to the proceeds of the sale of the Current Refunding Note representing proceeds allocable to the Prior Issue: (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 yeazs after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note. (b) The proceeds of the Note will be used to refund the Prior Issue within 90 days of the date hereof, and may be invested during such time without restriction as to yield. 3.2 Temporary Period-New Money. With respect to the New Money Note: (a) The Issuer has entered into or will enter into within six months from the date of this certificate, binding commitment(s) for the acquisition, construction or accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such commitment(s) with respect to such New Money Project will or do exceed the amount equal to 5% of the New Money Note, being the aggregate amount of obligations currently issued for such New Money Project. (b) Such New Money Project has been completed, or, if such New Money Project has not been completed, work on the acquisition, construction or accomplishment of such New Money Project will proceed or is proceeding with due diligence to completion. (c) It is reasonably expected that at least 85 percent of the net sale proceeds of such New Money Note will be expended within three years from the date of this Certificate. No more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments with a term of four yeazs or more. 3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is subject to the rebate requirement imposed by Section 148 of the Code because, with respect to each: (i) the Issuer was or is a governmental unit with general taxing powers; (ii) the Prior Issue/New Money Note did not or does 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/New Money Note was or is to be used for local govenunental activities of the Issuer; and (iv) the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expected or expects that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the calendaz yeaz in which the Prior Issue was issued and the current calendaz yeaz would not or will not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation was or shall be taken into account if it was or is a current refunding obligation issued in the calendaz year in which the Prior Issue/New Money Note (as applicable) was or is being issued which does not exceed the outstanding (redeemed) principal amount of the obligation to be refunded. (b) The Current Refunding Note is not subject to the rebate requirement imposed by Section 148 of the Code because all of the Gross Proceeds of such Current Refunding 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. 3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation notes issued to date for the Project do not exceed the total cost of the Project. 3.5 Source of Re~avment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.6 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 yeaz 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 yeaz or one-twelfth of the debt service on the Note. 3.7 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 similaz fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Qualification 4.1 Desi ng ation. The Note is hereby designated as a "qualified tax-exempt obligation" pursuant to the provisions of Section 265 of the Code. (a) In making such designation it has been determined with respect to the Current Refunding Note that: (i) the Note currently refunds the Prior Issue; (ii) the Prior Issue was designated as a "qualifiedtax-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 yeazs or less; (v) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the Resolutions, in renewal of which such Note is being issued, does not exceed 30 yeazs; and (vi) not more than $30,000,000 of obligations issued by the Issuer during the calendar yeaz in which the Prior Issue was issued were designated by the Issuer as "qualified tax-exempt obligations." (b) In making such designation it has been determined with respect to the New Money Note that: (i) the Issuer does not reasonably anticipate that the amount of "qualified tax- exempt obligations" to be issued by the Issuer during the current calendaz year will exceed $10,000,000; and (ii) the amount of "qualified tax-exempt obligations" issued by the Issuer during the current calendaz yeaz does not as of this date, and including this issue, exceed $10,000,000. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, as of the 1st day of September, 2011. (SEAL) Supervisor ,s r 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 September 1, 2011, we officially signed and properly executed by manual signatures the $1,135,000 Bond Anticipation Note for Various Purposes- 2011 (the "Note") of the Town, payable to JPMorgan Chase Bank, N.A., Melville, New York, as registered owner, and as 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 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 September 1, 2011, I delivered or caused the delivery of the Note to JPMorgan Chase Bank, N.A., 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 ......................................................................................$1,135,000.00 Interest on said Note accrued to the date of such delivery -0- Amount Received ..................................................................$1,135,000.00 f IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 1st day of September, 2011. nature Term of Office Expires Title ~~,~,~7~~y ~ December 31, 2011 Supervisor _ December 31, 2013 Deputy Town Clerk (SEAL) I HEREBY CERTIFY that the signatures of the officers of the above-named Town, which appear above, are true and genuine an~d~that~I know said officers and know them to hold the offices set opposite their si n'tures. C/~~/G«-C John A. Cushman, II Town Comptroller v ATTORNEY'S CERTIFICATE I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, and am the duly chosen, qualified and acting Town Attomey 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 $1,135,000 Bond Anticipation Note for Various Purposes-2011 (the "Note") of the Town, payable to JPMorgan Chase Bank, N.A., Melville, New York, as registered owner, and as otherwise described 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 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 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. I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any nature now pending or threatened by or against the Town wherein an adverse judgment or ruling could have a material adverse impact on the financial condition of the Town or adversely affect the power of the Town to levy, collect or enforce the collection of taxes or other revenues for the payment of the Note, which has not been disclosed in the Official Statement relating to the Note. IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of September 11. Attomey SCHEDULE A Amount and Title: $1,135,000 Bond Anticipation Note for Various Purposes-2011 Dated: September 1, 2011 Matures: August 31, 2012 Number: 7R-1, at $1,135,000 Interest Rate per annum: 0.74% [ _ AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :ss: COUNTY OF SUFFOLK ) Linda Cooper, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Deputy Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called the "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 1st day of September, 2011, 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. ~.(/k ~ ~n.l7ihJ ~eputlY y Towri~ Clerk Subscribed and sworn to before me this day of September, 2011. C~~e~ Notary Public, State ofNew York 10NN A GUSHMAN Notary Cublic, State, or New York No. 01CU6174322 QWIH1atl Ih Suffolk County Commission Expires Saptembar 17, 20»' ' 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.