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HomeMy WebLinkAboutVarious Purposes 371,000No. 5R-1 ~ . m $3,838,000 COUNTY OF SUFFOLK TOWN OF SOU~O~ BOND ~TIC~ATION NOTE FOR V~IOUS P~OSE~2009 Thc Town of Southold, m ~e County o~ Suffolk, a m~cip~ co.ration of ~e S~te of New York, h~eby ach~owledges i~elf ~debted ~d for value received promises to pay to ~e ~ of ~s Note or, if it ~ registerS, to ~e regist~ed holder, ~e sum of T~EE MILLION EIGHT ~RED T~-EIGHT ~OUS~ DOL~S ($~,~38,~0) on the 3~a day of September, 2010, toge~er wi~ ~t~est ~ereon from the date h~eof at O~e rate of nine~-nine hundredths per centum (0.99%) per annum, payable at ma~fity. Bo~ pr~cip~ of and int~e~ on ~s Note will ~ p~d in la~ul moncy of the Unit~ States of ~erica, at Bridgehampton National Ban~ Bfidgchampion, New York At the request of ~e hold~, ~e To~ Clerk sh~l conve~ t~s Note into a re~i~ed Note by regist~ing it in ~e n~e of fl~e holder in the books of ~e To~ k~t m the o~ce of such To~ Clerk m~d endowing a c~ficatc of such regis~ation hereou, at~ w~ch ~fi~ ~ncipal o~'~d int~est on ~is Note sh~l be ~yable only to ~e register~ hold~, ~s legal repre~ntatives, successors or ~sferees. ~s Note sh~l then ~ ~sferable only upon presen~tion to ~ch To~ Cl~k ~ a ~itten ~ansfer of title and such To~ Clerk sh~l ~eupon regist~ ~s Note in · endorse a ce~ificate o~ such regis~ation hereon. Such ~a~fer s~ll be ~ted, ~d si~ed by ~e regist~ed holder, or ~s legal re~e~ntatives, and it shall be duly ac~owledged or ~oved, or ~ ~e alt~ative ~e signatme thereto shall ~ ce~ified ~ to its genum~ess by an officer of a b~ or ~t comply located ~d au~or~ed to do busings in tiffs State. This Note is ~e o~y Note of ~ au~orized renewal issue, ~e p~cip~ ~ount of which is $3,838,000. ~s Note is issu~ p~su~t to ~e ~ovisio~s of ~e Local Finance Law, constituting C~pt~ 33-a of ~e Consoli~ted Laws of the S~te of New York, seven ~nd resolutions adopted by the To~ Bo~d on ~eir re~ective dates, au~oriz~g ~e iss~ee of serial bonds for v~ious pt~oses in s~d To~, ~d ~e C e~ificate of Det~i~fioa exccut~ by the Sup~visor on Septemb~ 4, 2009. ~is Note h~ be~ desi~ated by ~e To~ as a q~tified t~x-exempt obligation p~t to fl~e provisions of Section 265 of ~e h~tem~ Revenue Code of 1986. as amended. ~e f~ ~d cre~t of such To~ are hereby i~evocably pledged for ~e punct~l pa~t of ~e phnci~l of ~d interest on ~s Note according to its t~s. It is hereby ce~ified and recited that all condifions, ac~ and ~gs req~red by ~e Constitution ~d s~tutes of the State of New York to exist, to have happ~ed ~d to have b~n p~fo~ed ~ecedent to ~d ~ ~e iss~ce of tiffs Note, e~s~ have hap~ned ~d have ~ perform, ~d ~at ~s Note, toge~er ~fl~ ~1 o~er ~debt~ess of such To~, is ~in ev~ debt and o~ ~mit presch~d by ~e Constitution ~d laws of such State. ~ WITNESS ~EREOF, ~e Town of Southold has caus~ t~s Note to be executed in i~ ~e by its Su~rvisor, and its co.orate ~al (or a facsi~le th~eo~ to be affix~, imprintS, impressed or o~e~se reproduced hereon ~d attested by i~ Io~vn Clerk and ~s Note to be ~ted as of fi~e 4th day of ~ptember, 2~9. (SEAL) ATTEST: {~ - Town Clexk TO~ OF SOUTHOLD Supervisor REGISTRATION CERTIFICATE It is hereby certified that the within Note has been registered as follows: Date of Registration Name of Registered Holder Registered by September 4, 2009 The Town Board of the Town of Southold, in the County of Suffolk, New York Ladies and Gentlemen: We have examined a record of proceedings relating to the issuance of the $3,838,000 Bond Anticipation Note for Various Purposes-2009 (the "Note") of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. The Note is dated September 4, 2009, matures September 3, 2010, is payable to bearer, is a single note in the denomination of $3,838,000, is numbered 5R-l, bears interest at the rate of ninety-nine hundredths per centum (0.99%) per annum, is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, seven bond resolutions, adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for various purposes in said Town and the Certificate of Determination executed by the Supervisor on September 4, 2009. Said Bond Anticipation Note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to the Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery of the Note and, in our opinion, such certificate contains provisions and procedures under which such requirements can be met. In our opinion, under existing statutes and court decisions, (i) interest on the Note is excluded from gross income for federal income tax purposes pursuant to Section 103 of the 568087.1 026311 CERT 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 and is not included in the adjusted current earnings of corporations for purposes of calculating the alternative minimum tax imposed. In rendering the opinion in this paragraph, we have (i) relied on the representations, certifications of fact, and statements of reasonable expectations made by the Town in the Arbitrage and Use of Proceeds Certificate and others in connection with the Note, and (ii) assumed compliance by the Town with certain provisions and procedures set forth in the 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 render our opinion under existing statutes and court decisions as of the issue date, and we assume no obligation to update our opinion after the issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or otherwise. 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 law of interest on the Note. Other than such record of proceedings, we have not been requested to examine or review and have not examined or reviewed the accuracy or sufficiency of any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of the Note and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereo£ The form of the Note is prescribed by Schedule B,2 of the Local Finance Law of the State of New York, but we have not examined the executed Note. This letter is issued as of the date hereof, and we assume no obligation to update, revise or supplement this letter to reflect any action hereafter taken or not taken, or any facts or circumstances, or changes in law or in interpretations thereof, that may hereafter occur, or for any other reason. Very truly_y, mxIs, 568087.1 026311 CERT No. 5R-1 $3,838,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD BOND AN~CIPATION NOTE FOR VARIOUS PURPOSES-2009 The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby acknowledges itself indebted and for value received promises to pay to the bearer of this Note or, if it be registered, to the registered holder, the sam of THREE MILLION EIGHT HUNDRED THIRTY-EIGHT THOUSAND DOLLARS ($3,838,000) on the 3'd day of September, 2010, together with interest thereon from the date hereof at the rate of ninety-nine hundredths per centum (0.99%) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America, at Bridgehampton National Bank, Bridgehampton, New York. At the request of the holder, the Town Clerk shall convert this Note into a registered Note by registering it in the name of the holder in the books of the Town kept in the office of such Town Clerk and endorsing a cerU. ficate of such registratiun hereon, after which both principal of and interest on this Note shall be payable only to the registered holder, his legal representatives, successors or transferees. This Note shall then be transferable only upon presentation to such Town Clerk with a written transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its genuineness by an officer of a bank or trust company located and authorized to do business in this State. This Note is the only Note of an authorized renewal issue, the principal amount of which is $3,838,000 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, seven bond resolutions adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for various purposes in said Town, and the Ce~ficate of Determination executed by the Supervisor on September 4, 2009. This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Sectian 265 of the Internal Revenue Code of 1986, as amended. The faith and credit of such Town are hereby ircevocably pledged for the punctual payment of the principal of and interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the 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, ~nd that this Note, together with all other indebtedness of such Town, is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by its Town Clerk and this Note to be dated as of the 4th day of September, 2009. (SEAL) ATTEST: (~ - Town Clerk ' TOV~ OF SOUTHOLD Supervisor CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF THE $3,838,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2009 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 paragraphs 1 to 8, inclusive, hereof, and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $100,000 shall be issued to renew, in part, the $150,000 bond anticipation note dated September 5, 2008, maturing September 4, 2009, 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, 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," duly adopt,ed by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 5, 2008, the redemption of said $150,000 bond anticipation note having been heretofore provided to the extent of $50,000 from a source other than the proceeds of serial bonds. 2. A bond anticipation note of the Town in the principal amount of $2,580,000 shall be issued to renew, in part, the $2,880,000 bond anticipation note dated September 5, 2008, maturing September 4, 2009, 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 August 16, 2005, and amended May 22, 2007 authorizing the construction of a new Town animal shelter, in said Town, stating the estimated maximum cost thereof is $3,300,000, appropriating said amount therefor, including the appropriation of $280,000 held in trust and authorizing the issuance of $3,020,000 serial bonds of said Town to finance the balance of said appropriation," 568087.1026311CERT duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 5, 2008, the redemption of said $2,880,000 bond anticipation note having been heretofore provided to the extent of $300,000 from a source other than the proceeds of serial bonds. 3. A bond anticipation note of the Town in the principal amount of $24,000 shall be issued to renew, in part, the $27,000 bond anticipation note dated September 5, 2008, maturing September 4, 2009, 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 September 5, 2008, the redemption of said $27,000 bond anticipation note having been heretofore provided to the extent of $3,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $75,000 shall be issued to renew, in full, the bond anticipation note of like principal amount dated September 5, 2008, maturing September 4, 2009, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted April 22, 2008, authorizing the acquisition of tax collection software for use by the Town tax receiver's office, at the estimated maximum cost of $75,000; appropriating said amount therefor, and authorizing the issuance of bonds in the principal amount of $75,000 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 5, 2008. 5. A bond anticipation note of the Town in the principal amount of $490,000 shall be issued to renew, in full, the bond anticipation note of like principal amount dated September 5, 2008, maturing September 4, 2009, 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 17, 2008, appropriating $590,000 for the increase and improvement of facilities of the Southold Solid Waste Management 568087 1 026311 CERT 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 5, 2008. 6. A bond anticipation note of the Town in the principal amount of $379,000 shall be issued to renew, in part, the $400,000 bond anticipation note dated September 5, 2008, maturing September 4, 2009, 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 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 5, 2008, the redemption of said $400,000 bond anticipation note having been heretofore provided to the extent of $21,000 from a source other than the proceeds of serial bonds. 7. A bond anticipation note of the Town in the principal amount of $100,000 shall be issued to renew, in full, the bond anticipation note of like principal amount dated December 16, 2008, maturing September 4, 2009, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution referred to in paragraph 5, duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on December 16, 2008. 8. A bond anticipation note of the Town in the principal amount of $90,000 shall be issued to renew, in part, the $199,800 bond anticipation note dated December 16, 2008, maturing September 4, 2009, 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 Southotd, New York, adopted September 9, 2008, appropriating $338,800 for the increase and improvement of facilities of the Mattituck Park District, including the expenditure of $39,000 from the District's operating fund and $100,000 available in the Town's recreation fund to pay a part of said appropriation; and authorizing the issuance of $199,800 serial bonds finance the balance of said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on December 16, 2008, the redemption of said 568087 1 026311 CERT $199,800 bond anticipation note having been heretofore provided to the extent of $109,800 from a source other than the proceeds of serial bonds. 9. Said $100,000 note, said $24,000 note, said $2,580,000 note, said $75,000 note, said $379,000 note, said $490,000 note, said $90,000 note and said $100,000 note shall be combined for the purpose of sale into a single note issue in the aggregate principal amount of $3,838,000 (hereinafter referred to as the "Note"). 10. The terms, form and details of said Note shall be as follows: Amount and Title: Dated: Matures: Number and Denomination: Interest Rate per annum: Form of Note: $3,838,000 Bond Anticipation Note for Various Purposes-2009 September 4, 2009 September 3, 2010 Number 5R-I, at $3,838,000 0.99% Substantially in accordance with form prescribed by Schedule B,2 of the Local Finance Law of the State of New York. 11. 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 8, inclusive, hereof, including the Note, are: (1) $150,000, (2) $2,890,000, (3) $30,000, (4) $75,000, (5) $490,000, (6) $400,000, (7) $100,000 and (8) $199,800, and the respective amounts of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be: (1) $100,000, (2) $2,580,000, (3) $24,000, (4) $75,000, (5) $490,000, (6) $379,000, (7) $100,000 and (8) $90,000. 12. The serial bonds authorized pursuant to the resolution referred to in paragraphs 3, 5, 7 and 8 hereof, are for improvements which are assessable, and the serial bonds authorized pursuant to the resolutions referred to in paragraphs 1, 2, 4, and 6 hereof, are for improvements which are non-assessable 13. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Bridgeharapton National Bank, Bridgehampton, New York for the purchase price of $3,838,000.00, 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 Bridgehampton National Bank, Bridgehampton, New York, and shall bear interest at the rate of ninety-nine hundredths per centum (0.99%) per annum, payable at maturity. 568087 1 026311 CERT 14. The Note shall be executed in the name of the Town by the manual signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted, impressed or otherwise reproduced thereon and attested by its Town Clerk. I HEREBY FURTHER CERTII~Y 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 4th day of September, 2009. 56808T1 026311 CERT CLERK'S CERT~ICATE I, Elizabeth A Neville, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on or before the 4th day of September, 2009, and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or dutie~ 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 WITNESSWHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 4th day of September, 2009. (SEAL) 568087.1 026311 CERT AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) COUNTY OF SUFFOLK ) Elizabeth A. Neville, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called "Town"); 2. That with respect to the contract of sale of the Note of the Town described in the Certificate of Determination executed by the Supervisor on the 4th day of September, 2009, 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 hereo£ ~-- --T;wn Cl~rk - Subsc.rj~ed and sworn to before me this ~/~ ~'~"f Se b __ , p er, 20~09 Notary Public, State of New York JOHR A CUSHMAN Notary Public, State of New York NO. 01CU6174322 Qualified in Suffolk County Commission Expires September 17, 20// 568087 1 026311 CERT SC~D~EA 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. 5680871 026311 CERT CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town," HEREBY CERTIFY that on or before September 4, 2009, we officially signed and properly executed by manual signatures the $3,838,000 Bond Anticipation Note for Various Purposes- 2009 (the "Note") of the Town, 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 4, 2009, I delivered or caused the delivery of the Note to Bridgehampton National Bank, Bridgehampton, 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 .................................................................................. $3,838,00000 Interest on said Note accrued to the date of such delivery ........................................................ -0- Amount Received ............................................................. $3,838,000.00 568087 1 026311 CERT 1N WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 4th day of September, 2009.  Term of Office Expires December 31, 2011 December 31, 2009 Title Supervisor Town Clerk (SEAL) I H3EREBY CERTIFY that the signatures of the officers of the above-named Town, which appear above, are true and genuine and that I know said officers and know them to hold the offices set opposite their signatures, John Cushman Town Comptroller 568087.1 026311 CERT 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 Attorney of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town", that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the Note of the Town, described as set forth in Schedule A annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes to pay the interest on or principal 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. 1N WITNESS WHEREOF, I have hereunto set my hand this 4th day of Septemb ~~ Town Attorney 568087.1 026311 CERT Amount and Title: Dated: Matures: Number: Interest Rate per annum: SCHEDULE A $3,838,000 Bond Anticipation Note for Various Purposes-2009 September 4, 2009 September 3, 2010 5R-1 099% 5680871 026311 CERT 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 $3,838,000 Bond Anticipation Note for Various Purposes-2009 (herein referred to as the "Note" or "Notes"), dated and issued on September 4, 2009, as follows: Unless the context clearly requires otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article II hereof or in the Resolutions, the Code or the Regulations (each as defined below). ARTICLE I General 1.1. Authority of Signatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Notes and am acting for and on behalf of the Issuer in signing this Arbitrage and Use of Proceeds Certificate (the "Certificate"). 1.2 Description of Notes. The Issuer represents that the Notes are sold at the aggregate Issue Price and are further described as set forth in the Certificate of Determination of the Issuer and on the cover of the Official Statement. 1.3. Purpose of Certificate. This Certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the Issue Date as to future events regarding the amount and use of proceeds of the Notes. It is intended and may be relied upon for purposes of Sections 103 and 141 through 150 of the Code, and as a certification described in Section 1.148~2(b)(2) of the Regulations. This Certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Notes. The provisions of this Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Notes by the purchaser(s) thereof 1.4 No Hedge Bonds. The Issuer reasonably expects that 85% of the Spendable Proceeds of the Notes will be expended for governmental purposes within 3 years of the Issue Date. In addition, not more than 50% of the Proceeds of the Notes are being invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. With respect to the Prior Issue, the Issuer reasonably expected as of the issue date of the Prior Issue that 85% of the spendable proceeds of the Prior Issue would be expended for governmental purposes within 3 years of such issue date, and, in addition, not more than 50% of the proceeds of the Prior Issue were invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. 1.5. Reasonable Expectations. This Certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Notes will not be used in a manner that would cause the Notes to be Arbitrage 568087.1 026311 CERT Bonds under Section 148 of the Code or Private Activity Bonds under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.6. Composite Issue. No other tax-exempt governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Notes, pursuant to the same plan of financing which are expected to be paid from substantially the same source of funds as the Notes. 1.7. Registration. The Notes will be issued in bearer form. 1.8. No Federal Guarantee. The Issuer represents and covenants that, except for the gross proceeds of the Notes which are: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 2 lB(d)(3) of the Federal Home Loan Bank Act, as amended by Section 51 l(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 2lB(d)(3) of the Federal Home Loan Bank Act, as amended: (i) No portion of the payment of principal or interest with respect to the Notes is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (in this Certificate "federally guaranteed"); and (ii) No portion of the Gross Proceeds of the Notes in excess of five percent of such Gross Proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guaranteed, or (B) invested directly or indirectly in federally insured deposits or accounts. 1.9. Tax Representation The Issuer expects to be able to and will comply with all the procedures and provisions set forth in this Certificate, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Notes will be excluded from gross income of the owners of the Notes for the purpose of federal income taxation 1.10. Noncompliance. The Issuer shall perform each of the obligations undertaken by it in this Certificate unless, in the written opinion of Bond Counsel, noncompliance with such obligations will not cause interest on the Notes to be included in gross income for purposes of Federal income taxation. 1.11. Reliance by Bond Counsel. The representations of the Issuer expressed in this Certificate may be relied upon by Bond Counsel in connection with the rendering of any opinion with respect to the Notes. 1.12. IRS Form 8038-G The Issuer will file IRS Form 8038-G, included as part of the record of proceedings for the issuance of the Notes, by the 15th day of the second month after the calendar quarter in which the Notes are issued. 568087.1 026311 CERT 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 seven bond resolutions adopted by the Town Board on their respective dates (the "Resolution"), as referred to in the Certificate of Determination executed by the Supervisor on September 4, 2009. (b) For purposes of this Article II, the term "Original Proceeds" means the Sale Proceeds received (or deemed to be received) by the Issuer from the sale of the Notes net of the amount used or to be used for the payment of all costs and expenses associated with issuing the Notes, and excluding accrued interest. 2.2. Purpose of Issue. The Notes are being issued for various purposes in said Town (the "Project"). 2.3. Use of Original Proceeds. The proceeds of sale of the Note in the amount of $3,838,000 (the "Note"), along with $741,800 in funds available therefor, will be used to redeem a bond anticipation note currently outstanding in the principal amount of $4,280,000 and a bond anticipation note currently outstanding in the principal amount of $299,800 (the "Prior Issue"), heretofore issued to finance the Project. 2.4. Ownership/Lease/Sale. The Project will be owned by the Issuer or another state or local governmental unit and will not be leased to any person who is not a state or local governmental unit. It will not (except to the extent that any of the projects financed involve grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used directly or indirectly to make loans to persons other than a governmental unit. 2.6. Private Use. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"), will not exceed 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.T 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 568087.1 026311 CERT of the Note are allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note are allocable to a disproportionate related Private Use to the extent that the proceeds of the Note which are to be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Project by a person or persons who are not State or local governments on a basis different than the general public. Any management, or operations contract or agreement which provides for nongovernmental use will provide for reasonable compensation which is in no part based on net profits and will satisfy the provisions of(a), (b) or (c) below: (a) for contracts which provide compensation for each annual period based on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term (including renewal options) not exceeding five years; (ii) the issuer may terminate the contract, without penalty, at the end of any three year period, and (iii) at least 50% of the compensation paid is on a periodic, fixed fee basis; (b) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including renewal options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty) at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in the contract or otherwise limited by the qualified user or a third party; (c) for contracts entered into or materially modified (other than pursuant to a renewal option) after March t 5, 1993, which provide compensation based on a percentage of fees charged, (i) the contract has a term (including renewal options) not exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the end of the first year, and (iii) the service provider primarily provides services to third parties or the contract involves a facility during an initial start-up period; (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollar amount for services rendered during a specified period of time (i.e. SXX per month) 568087 1 026311 CERT which amount may automatically increase according to a specified, objective, external standard; and (iii) "per unit fee" means a stated dollar amount for each unit of service provided (i.e. SXX per medical procedure). 2.9. Pooled Loan Financings. To the extent the amount of proceeds of the Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used to finance costs of issuance or capitalized interest) that are to be used to make loans, will'have been used within 3 years of the date hereof to make such loans. The payment of legal and underwriting costs is not contingent and at least 95% of the reasonably expected legal and underwriting costs associated with issuance will be paid within 180 days of the date hereof 2.10. Output Facilities. No more than 5% of the proceeds of the Note are to be used with respect to any output facility (other than a facility for the furnishing of water). No more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or indirectly) for the acquisition of a nongovernmental output facility. ARTICLE III Arbitrage/Rebate Exemption 3.1. Temporary Period-Refunding With respect to the proceeds of the Note allocable to the Prior Issue, such proceeds may be invested without restriction as to yield during the three-year temporary period commencing on the date hereof, because: (a) All of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended as of the date hereof, shall become transferred proceeds of this issue. Such transferred proceeds may be invested without restriction as to yield until three years after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note. (b) The proceeds of the Note wilt be used to refund the Prior Issue within 90 days of the date hereof, and may be invested during such time without restriction as to yield. 3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement imposed by Section 148 of the Code because at the time of original issuance of the first note or notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note are issued: (i) the Issuer was a governmental unit with general taxing powers; 568087.1 026311 CERT (ii) the Prior Issue did not constitute a "private activity bond" as that term is defined in Section 141 of the Code; (iii) ninety-five percent or more of the net proceeds of the sale of the Prior Issue was used for local governmental activities of the Issuer; and (iv) the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expected that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the calendar year in which the Prior Issue was issued would not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation was taken into account if it was a current refunding obligation issued in the calendar year in which the Prior Issue was being issued which does not exceed the outstanding (redeemed) principal amount of the obligation to be refunded. (b) The Note is not subject to the rebate requirement imposed by Section 148 of the Code because all of the proceeds of such Note will be expended to pay the Prior Issue within 90 days of the date hereof and will, therefore, qualify for the six-month expenditure exception to rebate. 3.3. No Excess Proceeds. The total proceeds of sale of all obligations issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Repayment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.5. Debt Service Fund. The taxes used to pay principal and interest on the Note, whether or not deposited in a debt service fund, will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Note. Any amounts received from the investment of such deposit or accumulation will be expended within one year of receipt. The debt service fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding year or one-twelfth of the debt service on the Bonds for the immediately preceding year. 3.6. Sinking Funds. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Qualification 4.1. Designation. The Note is hereby designated as a "qualified tax-exempt obligation" pursuant to the provisions of Section 265 of the Code. In making such designation it has been determined that: 568087 1 026311 CERT (a) the Note currently 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 $30,000,000; (d) the Prior Issue had a weighted average maturity of 3 years 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 years; and (f) not more than $30,000,000 of obligations issued by the Issuer during the calendar year in which the Prior Issue was issued were designated by the Issuer as "qualified tax-exempt obligations." (SEAL) IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, as of the 4th day of September, 2009. Supervisor 568087.1 026311 CERT April 17, 2009 The Town Board of the Town of Southold, in the County of Suffolk, New York Ladies and Gentlemen: We have examined a record of proceedings relating to the issuance of the $371,000 Bond Anticipation Note for Various Purposes-2009 (the "Note") of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. The Note is dated ApriI 17, 2009, matures April 16, 2010, is payable to bearer, is a single note in the denomination of $371,000, is numbered 2R-l, bears interest at the rate of two per centum (2.00%) per armum, 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, three bond resolutions, including amendments, adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for various purposes in said Town and the Certificate of Determination executed by the Supervisor on April 17, 2009. Said Bond Anticipation Note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon ~vithout limitation of rate or amount. The enforceability of rights or remedies with respect to the Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined such Arbitrage and Use of Proceeds Certificate of the Toxvn delivered concurrently with the delivery of the Note and, in our opinion, such certificate contains provisions and procedures under ~vhich such requirements can be met. In our opinion, under existing statutes and court decisions, (i) interest on the Note is excluded from gross income for federal income tax purposes pursuant to Section 103 of the 560845 I 031455 CERT 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 and is not included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering the opinion in this paragraph, we have (i) relied on the representations, certifications of fact, and statements of reasonable expectations made by the Town in the Arbitrage and Use of Proceeds Certificate and others in com~ection with the Note, and (ii) assumed compliance by the Town with certain provisions and procedures set forth in the 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 render our opinion under existing statutes and court decisions as of the issue date, and we assume no obligation to update our opinion after the issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or otherwise. 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 la~v of interest on the Note. Other than such record of proceedings, we have not been requested to examine or review and have not examined or reviewed the accuracy or sufficiency of any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of the Note and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof. The form of the Note is prescribed by Schedule B,2 of the Local Finance Law of the State of New York, but we have not examined the executed Note. This letter is issued as of the date hereof, and we assume no obligation to update, revise or supplement this letter to reflect any action hereafter taken or not taken, or any facts or circumstances, or changes in law or in interpretations thereof, that may hereafter occur, or for any other reason. Very truly you_~,. ~r~ /~ - 5608451 031455 CERT No. 2R-1 $371,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2009 The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby acknowledges itself indebted and for value received promises to pay to the bearer of this Note or, if it be registered, to the registered holder, the snm of THREE HUNDRED SEVENTY-ONE THOUSAND DOLLARS ($371,000) on the 16th day of April, 2010, together with interest thereon from the date hereof at the rate of two per centum (2.00%) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America, at Bridgehampton National Bank, Bridgehampton, New York. At the request of the holder, the Town Clerk shall convert this Note into a registered Note by registering it in the name of the holder in the books of the Town kept in the office of such Town Clerk and endorsing a certificate of such registration hereon, aRer which both principal of and interest on this Note shall be payable only to the registered holder, his legal representatives, successors or transferees. This Note shall then be transferable only upon presentation to such Town C~¢rk with a written transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its genuineness by an officer ora bank or trust company located and authorized to do business in this State. This Note is the only Note of an authorized renewal issue, the principal amount of which is $371.000. 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, three bond resolution adopted and amended by the Town Board on their respective dates, authorizing the issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by the Supervisor on April 17, 2009. 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. The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the 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 such Town, is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by its Fown Clerk and this Note to be dated as of the 17th day of April, 2009. (SEAL) ATTEST: ~ --Town Clerk By Supervisor CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF THE $371,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2009 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 paragraphs 1 to 4, inclusive, hereof, and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $120,000 shall be issued to renew, in part, the $160,000 bond anticipation note dated April 18, 2008, maturing April 17, 2009, 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 November 21,2006, authorizing the construction of improvements to the Peconic Recreation Center; stating the estimated maximum cost thereof is $200,000; appropriating said amount therefor; and authorizing the issuance of $200,000 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 April 18, 2008, the redemption of said $160,000 bond anticipation note having been heretofore provided to the extent of $40,000 from a source other than the proceeds of serial bohds. 2. A bond anticipation note of the Town in the principal amount of $54,000 shall be issued to renew, in part, the $72,000 bond anticipation note dated April 18, 2008, maturing April 17, 2009, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution referred to in paragraph 1., above. Bond Resolution of the Town of Southold, New York, adopted November 21,2006, and amended January 15, 2008, authorizing the construction of improvements to the Peconic Recreation Center; stating the estimated maximum cost thereof is $272,000; appropriating said amount therefor; and authorizing the issuance of $272,000 bonds of said Town to finance said appropriation," duly adopted and amended by the Town Board on the date therein referred to and the Certificate of Determination executed by the Supervisor on April 18, 2008, the redemption of said $72,000 bond anticipation note having been heretofore provided to the extent of $18,000 from a source other than the proceeds of serial bonds. 560845.1 031455 CERT 3. A bond anticipation note of the Town in the principal amount of $102,000 shall be issued to renew, in part, the $110,000 bond anticipation note dated April 18, 2008, maturing April 17, 2009, 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 January 15, 2008, authorizing the acquisition of a dump truck at the estimated maximum cost of $110,000, appropriating said amount therefor, and authorizing the issuance of bonds in the principal amount of $110,000 to finance such appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on April ! 8, 2008, the redemption of said $110,000 bond anticipation note having been heretofore provided to the extent of $8,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $95,000 shall be issued to renew, in full, the bond anticipation note of like amount dated April 18, 2008, maturing April 17, 2009, and heretofore issued in anticipation of the sate of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted February 12, 2008, authorizing the reconstruction, in part, of the Town Hall, in Southold; stating the estimated maximum cost thereof is $95,000; appropriating said amount therefor and authorizing the issuance of $95,000 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 b); the Supervisor on April 18, 2008. 5. Said $120,000 note, said $54,000 note, said $102,000 note and said $95,000 note shall be combined for the puipose of sale into a single note issue in the aggregate principal amount of $371,000 (hereinafter referred to as the "Note"). 6. The terms, form and details of said Note shall be as follows: Amount and Title: $371,000 Bond Anticipation Note for Various Purposes-2009 Dated: April 17, 2009 Matures: April 16, 2010 Number and Denomination: Interest Rate per annum: Number 2R-l, at $371,000 2.00% 560845.1 031455 CERT Form of Note: Substantially in accordance with form prescribed by Schedule B,2 of the Local Finance Law of the State of New York. 7. 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 4, inclusive, hereof, including the Note, are: (1) $200,000 (prior to amendment), (2) $72,000 (amended portion), (3) $110,000 and (4) $95,000, and the respective amounts of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be: (1) $120,000, (2) $54,000, (3) $102,000 and (4) $95,000. 8. The serial bonds authorized pursuant to the resolutions referred to in paragraphs 1 to 4, inclusive, are for improvements which are non-assessable. 9. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Bridgehampton National Bank, Bridgehampton, New York, for the purchase price of $371,000, plus accrued interest, if any, from the date of said Note to the date of delivery thereof; and I FURTHER DETERMINE that said Note shall be payable as to both principal and interest at Bridgehampton National Bank, Bridgehampton, New York, and shall bear interest at the rate of two per centum (2.00%) per annum, payable at maturity. 00. The Note shall be executed in the name of the Town by the manual signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted, impressed or otherwise reproduced thereon and attested by its Town Clerk. I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to issue and sell the Note hereinabove referred to are in full force and effect and have not been modified, amended or revoked. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of April, 2009. Supervisor 560845.1 031455 CERT CLERK'S CERTIFICATE I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on or before the 17th day of April, 2009, and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolution cited in said Certificate and exercised by the Supervisor has been adopted by said Town Board. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 17th day of April, 2009. Town Clerk (SEAL) 5608451031455CERT AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) ;SS: COUNTY OF SUFFOLK ) Elizabeth A. Neville, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called "Town"); 2. That with respect to the contract of sale of the Note of the Town described in the Certificate of Determination executed by the Supervisor on the 17th day of April, 2009, to the financial institution indicated in such Certificate, I have made a careful inquiry of each officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims under the contract, or (c) appoint an officer or employee who has any of the powers or duties set forth above, as to whether or not such officer or employee has an interest (as defined pursuant to Article 18 of the General Municipal Law) in such contract; 3. That upon information and belief, as a result of such inquiry, no such officer or employee has any such interest in said contract unless otherwise noted in Schedule A annexed hereto and by this reference made a part hereof. Town Clerk Subscribed and sworn to before me this/2°'day of April, 2009. otary Public, State of New York JOHN A CUSHMAN Notary Pubtic, State of New York No. 01CU6174322 Qualified I~ Suffolk County Commission Expires September 17, 20// 5608451 031455 CERT SCHEDULE A 1. , is a stockholder of the Purchaser owning or controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof but no disclosure of such interest by said officer is required pursuant to said Law. 2. , has an interest in the Purchaser solely by reason of employment as an officer or employee thereof, but the remuneration of such employment will not be directly affected as a result of said contract and the duties of such employment do not directly involve the procurement, preparation or performance of any such part of such contract. 3. , has publicly disclosed the nature and extent of such interest in writing to the governing board of the Town. Such written disclosure has been made a part of and set forth in the official record of proceedings of the Town. 560845.1 031455 CERT CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town," HEREBY CERTIFY that on or before April 17, 2009, we officially signed and properly executed by manual signatures the $371,000 Bond Anticipation Note for Various Purposes-2009 (the "Note") of the Town, payable to bearer and otherwise described in Schedule A annexed hereto and by this reference made a part hereof, and that at the time of such signing and execution and on the date hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to execute the Note and holding the respective offices indicated by the titles set opposite our signatures hereto for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection of any taxes to pay the interest on or principal of the Note, or in any manner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries 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 April 17, 2009, I delivered or caused the delivery of the Note to Bridgehampton National Bank, Bridgehampton, 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 ......................................................................................... $371,000.00 Interest on said Note accrued to the date of such delivery ........................................................... -0- Amount Received ..................................................................... $371,000.00 560845.1 031455 CERT (SEAL) 1N WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 17th day of April, 2009. /O.lignature Term of Office Expires December 31, 2011 December 31, 2009 Title Supervisor Town Clerk STATE OF NEW YORK ) COUNTY OF SUFFOLK ) On this date before me personally came 6"~of'~/-3 ~£J'~.:~F_ to me known, who, being by me duly sworn, did depose ~d say that he or she is the Supervisor of the Town described herein and which executed the above instrument; ~d ~at he or she signed his or her name thereto by authority of the duly constituted governing body of said Town. ~. 01CU617432 / / q~ ~ ~1~ ~.~ ~/ Not~y Public Date ~mml~~ Ex~ ~r 17, 2W/ ~ STATE OF NEW YORK ) ~ COUNTY OF SUFFOLK ) On this date before me personally came z~/2:r~:~q-~ ,,~. ~-,d-~/r~e~ , to me known, xvho, being by me duly sworn, did depose and say that he or she is the Town Clerk of the Town described herein and which executed the above instrument; and that he or she signed his or her name thereto by authority of the duly constituted ovemi ~/~ of said Town.  /// Notary Public Date JOHN A CUSHMAN Notary Pu011c, State of New York NO. 0tCU6174322 ~ ~ .~ffoIk County Commission Expires September 17, 20// 5608451 031455 CERT ATTORNEY'S CERTIFICATE I, Jennifer A. Andaloro, 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 Assistant Town Attorney of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town", that no litigation of any nature is noxv pending or threatened restraining or enjoining the issuance or delivery of the Note of the Town, described as set forth in Schedule A annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes to pay the interest on or principal of the Note, or in any mariner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of the Note has or have been repealed, revoked or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of April, 2009. lt~mt Town Attorney 560845.1 031455 CERT Amount and Title: Dated: Matures: Number: Interest Rate per annum: SCHEDULE A $37 t,000 Bond Anticipation Note for Various Purposes-2009 April 17, 2009 April 16, 2010 2R-1 2.00% 560845.1 031455 CERT 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 $371,000 Bond Anticipation Note for Various Purposes-2009 (herein referred to as the "Note" or "Notes"), dated and issued on April 17, 2009, as follows: Uuless the context clearly requires otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article II hereof or in the Resolutions, the Code or the Regulations (each as defined below). ARTICLE I General 1.1. Authority of Signatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Notes and am acting for and on behalf of the lssuer in signing this Arbitrage and Use of Proceeds Certificate (the "Certificate"). 1.2 Description of Notes. The Issuer represents that the Notes are sold at the aggregate Issue Price and are further described as set forth in the Certificate of Determination of the Issuer and on the cover of the Official Statement. 1.3. Purpose of Certificate. This Certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the Issue Date as to future events regarding the amount and use of proceeds of the Notes. It is intended and may be relied upon for purposes of Sections 103 and 141 through 150 of the Code, and as a certification described in Section 1.148-2(b)(2) of the Regulations. This Certificate is executed and delivered as part of the record of proceedings in coimection with the issuance of the Notes. The provisions of this Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Notes by the purchaser(s) thereof. 1.4. No Hedge Bonds. The Issuer reasonably expects that 85% of the Spendable Proceeds of the Notes will be expended for govermnental purposes within 3 years of the Issue Date. In addition, not more than 50% of the Proceeds of the Notes are being invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. With respect to the Prior Issue, the Issuer reasonably expected as of the issue date of the Prior Issue that 85% of the spendable proceeds of the Prior Issue would be expended for governmental purposes within 3 years of such issue date, and, in addition, not more than 50% of the proceeds of the Prior Issue were invested in investments not acquired to carry out the governmental puiposes of the issue at a guaranteed yield for 4 years or more. 1.5. Reasonable Expectations. This Certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Notes will not be used in a manner that would cause the Notes to be Arbitrage 560845.1 031455 CERT Bonds under Section 148 of the Code or Private Activity Bonds under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.6. Composite Issue. Except for the $2,125,000 Refunding Serial Bonds- 2009, which priced on April 7, 2009, no other tax-exempt governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Notes, pursuant to the same plan of financing which are expected to be paid from substantially the same source of funds as the Notes. 1.7. Registration. The Notes will be issued in bearer form. 1.8. No Federal Guarantee. The Issuer represents and covenants that, except for the gross proceeds of the Notes which are: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 2lB(d)(3) of the Federal Home Loan Bank Act, as amended by Section 51 l(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 2lB(d)(3) of the Federal Home Loan Bank Act, as amended: (i) No portion of the payment of principal or interest with respect to the Notes is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (in this Certificate "federally guaranteed"); and (ii) No portion of the Gross Proceeds of the Notes in excess of five percent of such Gross Proceeds is or will be (A) used in making loans the payment of princil3al or interest with respect to which is to be federally guaranteed, or (B) invested directly or indirectly in federally insured deposits or accounts. 1.9. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth in this Certificate, and will do and perform ali acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Notes will be excluded from gross income of the owners of the Notes for the purpose of federal income taxation. 1.10. Noncompliance. The Issuer shall perform each of the obligations undertaken by it in this Certificate unless, in the written opinion of Bond Counsel, noncompliance with such obligations will not cause interest on the Notes to be included in gross income for purposes of Federal income taxation. 1.11. Reliance by Bond Counsel. The representations of the Issuer expressed in this Certificate may be relied upon by Bond Counsel in connection with the rendering of any opinion with respect to the Notes. 560845.1 031455 CERT 1.12. IRS Form 8038-G. The Issuer will file IRS Form 8038-G, included as part of the record of proceedings for the issuance of the Notes, by the 15th day of the second month after the calendar quarter in which the Notes are issued. ARTICLE II Use of Project and Proceeds 2.1. Authorization. (a) The Note is authorized to be issued pursuant to applicable provisions of the laws of the State of New York and three bond resolution adopted and amended by the Town Board on their respective dates (the "Resolution"), as referred to in the Certificate of Determination executed by the Supervisor on April 17, 2009. (b) For purposes of this Article II, the term "Original Proceeds" means the Sale Proceeds received (or deemed to be received) by the Issuer from the sale of the Notes net of the amount used or to be used for the payment of all costs and expenses associated with issuing the Notes, and excluding accrued interest. 2.2. Purpose of Issue. The Notes are being issued for various purposes in said Town (the "Project"). 2.3. Use of Original Proceeds. The proceeds of sale of the Note in the amount of $371,000 (the "Note"), along with $66,000 in funds available therefor, will be used to redeem a bond anticipation note currently outstanding in the principal amount of $437,000 (the "Prior Issue"), heretofore issued to finance the Project. 2.4. Ownership/Lease/Sale. The Project will be owned by the Issuer or another state or local governmental unit and will not be leased to any person who is not a state or local governmental unit. It will not (except to the extent that any of the projects financed involve grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used directly or indirectly to make loans to persons other than a governmental unit. 2.6. Private Use. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"), will not exceed 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 560845.1 031455 CERT than a governmental unit that is unrelated or related and disproportionate to the governmental use of the property being financed, including any private loan financing described in Section 2.5 which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds of the Note are allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note are allocable to a disproportionate related Private Use to the extent that the proceeds of the Note which are to be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Project by a person or persons who are not State or local governments on a basis different than the general public. Any management, or operations contract or agreement which provides for nongovernmental use will provide for reasonable compensation which is in no part based on net profits and will satisfy the provisions of(a), (b) or (c) below: (a) for contracts which provide compensation for each annual period based on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term (including renewal options) not exceeding five years; (ii) the issuer may terminate the contract, without penalty, at the end of any three year period, and (iii) at least 50% of the compensation paid is on a periodic, fixed fee basis; (b) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a per unit fee or'a combination per unit and periodic fixed fee, (i) the contract has a term (including renewal options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty) at the end of the second year of the term, and (iii) the amount of the ~er unit fee is specified in the contract or otherwise limited by the qualified user or a third party; (c) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a percentage of fees charged, (i) the contract has a term (including renewal options) not exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the end of the first year, and (iii) the service provider primarily provides services to third parties or the contract involves a facility during an initial start-up period; (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic mnount 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; 560845.1 031455 CERT (ii) "periodic fixed fee" means a stated dollar amount for services rendered during a specified period of time (i.e. SXX per month) which amount may automatically increase according to a specified, objective, external standard; and (iii) "per unit fee" means a stated dollar amount for each unit of service provided (i.e. SXX per medical procedure). 2.9. Pooled Loan Financings. To the extent the amount of proceeds of the Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used to finance costs of issuance or capitalized interest) that are to be used to make loans, will have been used within 3 years of the date hereof to make such loans. The payment of legal and underwriting costs is not contingent and at least 95% of the reasonably expected legal and underwriting costs associated with issuance will be paid within 180 days of the date hereof. 2.10. Output Facilities. No more than 5% of the proceeds of the Note are to be used with respect to any output facility (other than a facility for the furnishing of water). No tnore 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 Arbitrage/Rebate Exemption 3.1. Temporary Period-Refunding. With respect to the proceeds of the Note allocable to the Prior Issue, such proceeds may be invested without restriction as to yield during the three-year temporary period commencing on the date hereof, because: (a) All of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended as of the date hereof, shall become transferred proceeds of this issue. Such transferred proceeds may be invested without restriction as to yield until three years after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note. (b) The proceeds of the Note will be used to refund the Prior issue within 90 days of the date hereof, and may be invested during such time without restriction as to yield. 3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement imposed by Section 148 of the Code because at the time of original issuance of the first note or notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note are issued: (i) the Issuer was a governmental unit with general taxing powers; 560845.1 031455 CERT (ii) the Prior Issue did not constitute a "private activity bond" as that term is defined in Section 141 of the Code; (iii) ninety-five percent or more of the net proceeds of the sale of the Prior Issue was used for local governmental activities of the Issuer; and (iv) the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expected that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the calendar year in which the Prior Issue was issued would not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation was taken into account if it was a current refunding obligation issued in the calendar year in which the Prior Issue was being issued which does not exceed the outstanding (redeemed) principal amount of the obligation to be refunded. (b) The Note is not subject to the rebate requirement imposed by Section 148 of the Code because all of the proceeds of such Note will be expended to pay the Prior Issue within 90 days of the date hereof and wilI, therefore, qualify for the six-month expenditure exception to rebate. 3.3. No Excess Proceeds. The total proceeds of sale of all obligations issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of 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 ~vill be expended within one year of receipt. The debt service fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding year or one4welfth of the debt service on the Bonds for the immediately preceding year. 3.6. Sinking Funds. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Qualification 4.1. Designation. The Note is hereby designated as a "qualified tax-exempt obligation" pursuant to the provisions of Section 265 of the Code. In making such designation it has been determined that: 560845.1 031455 CERT (SEAL) (a) (b) (c) (d) (e) the Note currently refunds the Prior Issue; the Prior Issue was designated as a "qualified tax-exempt obligation"; the aggregate face amount of the Note does not exceed $30,000,000; the Prior Issue had a ~veighted average maturity of 3 years or less; the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the Resolution, in renewal of which such Note is being issued, does not exceed 30 years; and not more than $30,000,000 of obligations issued by the Issuer during the calendar year in which the Prior Issue was issued were designated by the Issuer as "qualified tax-exempt obligations." 1NWITNESSWHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of S outhold, as of the 17th day of April, 2009. Supervisor 560845.1 031455 CERT