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HomeMy WebLinkAboutPublic Improvement Bond w w n 55 WATER STREET NEW YORK, NY 10041-0099 i TEL: (212) 855-4535 ( mames@dtcc.com q ) ' i 9Y T J 11! 'I rvJ,VI- .J October( 26, TOWN OF SOUTHOLD JOHN CUSHMAN 53095 MAIN RD SOUTHOLD, NY 11971-0959 (631) 765-4333 EXT: 4333 Re: Declaration of Unavailable Certificates - Termination of Limited Indemnity Ladies and Gentlemen: We refer to the Declaration of Unavailable Certificate(s) and Limited Indemnity, bearing control number 2013021320794 (the "Declaration"), provided by The Depository Trust Company ("DTC") with respect to the Security Certificates, listed on the attached "Schedule A" in order to process one or more transactions with respect to Security Certificates that were not available for Delivery by DTC due to Hurricane Sandy. The Security certificates listed on Schedule A are now available. Pursuant to Section 6 of the Declaration, the Security Certificates are attached to this letter for immediate cancellation and this shall constitute Delivery of the Unavailable Certificate(s) to the Issuer or its Representative. Accordingly, the Indemnity set forth in Section 7 of the Declaration is terminated and deemed null and void pursuant to the terms of the Declaration, provided, however, that if: 1. the Issuer or its Representative shall report to DTC within thirty (30) days of the date hereof that any of the Security Certificates listed on Schedule A are not attached or are not identifiable (the "Exception Report,,) ,2 the Indemnity 1Capitalized terms not defined herein shall have the meaning given to them I. the Declaration. 2The Exception Report shall list: (a) the Declaration control number referenced in the first paragraph above; (b) the applicable Security Certificate number(s) and share amount(s); (c) any tracking number provided by DTC to the Issuer or its Representative with respect to this letter and its attachments; and (d) any other comments deemed relevant by the Issuer or its Representative concerning the Exception Report. The issuer or its Representative shall send the Exception Report via email to loi®dtcc.com. W W 0 0 0 N U shall only terminate and be deemed null and void with respect to those Security Certificates listed on Schedule A that do not appear on the Exception Report. The Indemnity with respect to the Security Certificates listed on the Exception Report shall not terminate nor be deemed null and void until mutually agreed by DTC and the Issuer or its Representative after having balanced their records and reconciled the exceptions listed on the Exception Report; and 2. DTC does not receive an Exception Report from the Issuer or its Representative within thirty (30) days of the date hereof, your receipt of this letter and its attachments shall constitute your acknowledgment that, pursuant to the Declaration, you have received the Security Certificates listed on the attached Schedule A. Please call Agnes Chiam at (212) 855-3366 if you have any questions. THE DEPOSI Y T ST ANY By: Name: Michael Ames w w 0 0 w Schedule A o Available Certificates LOI: 2013021320794 8360 TOWN OF SOUTHOLD CUSIP Certificate Denomination Registration Agent LOI LOI Exception Comments Number Receipt Exception) 844572LF2 000000000004 180000 CEDE & CO. .1 180000 r REGISTERED REGISTERED z NO t-4 $180,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSP MATURITY DATE RATE ISSUE NUMBER March 15, 2013 3.00% March 15, 2009 844572 LF2 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE HUNDRED EIGHTY THOUSAND DOLLARS 5 ~ 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 0 to pay to the REGISTERED OWNER named above, or registered assigns, on the z MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon m presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from March F- 15, 2009 or from the most recent interest payment date to which interest has been paid at R the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and M semiannually thereafter on March 15 and September 15 in each year until maturity. H V Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its Z W agent on each interest payment date to the registered owner hereof at his address as it N appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent O F- as of the close of business on the last day of the month preceding each interest payment IL W date. The principal of and interest on this bond are payable in any coin or currency of the Y United States of America which, at the date of payment, is legal tender for the payment of O public and private debts; provided, however, that interest on this fully registered bond shall O be paid by wire transferor clearinghouse funds as set forth above. m REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET p _ FORTH HEREIN. Z O L YY a r n~ ZOO n i. mm °i nc ~ s. The faith and credit of such Town are hereby irrevocably pledged to the punctual z payment of the principal of and interest on this bond according to its terms. This bond 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. 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 bond, exist, have happened and have been performed, and that the issue of bonds of which this is one, together with all other indebtedness of the Town of Southold, 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 bond to be executed in its name by the manual signature of its Supervisor and its corporate seal to be impressed hereon and attested by the manual signature of its Town Clerk. TOWN OF SOUTHOLD (SEAL) By Supervisor ATTEST: .•r't'- ~I -4 Town Clerk .r a.. s e -e, _ ••s_ C S n 558534.1 032679 CERT Uftlw Fill O Town of Southold, New York Public Improvement Serial Bond-2009 i This bond is one of an authorized combined issue, the aggregate principal amount of which is $5,283,000, the bonds of which are of like tenor, except as to number, r denomination, interest rate and maturity, and is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), three bond resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds of the Town for various public improvements, and the Certificate of Determination executed by the Supervisor as of February 25, 2009, determining the terms, form and details of issuance of said $5,283,000 serial bonds (the "Bonds") and providing for the public sale thereof (the "Certificate of Determination").~ ' The Bonds are issuable in the form of registered bonds without coupons in denominations of $5,000, or any integral multiple thereof. This Bond is transferable or exchangeable, as provided in the Certificate of Determination, only upon the books of the Town kept for that purpose at the office of the II Fiscal Agent, by the registered owner hereof in person, or by his attorney duly authorized in writing, uPon the surrender of this Bond together with a written instrument of transfer or exchange satisfactory to the Fiscal Agent duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds, in the same aggregate principal amount and of the same maturity, shall be issued to the transferee or the registered owner in exchange therefor as provided in the Certificate of Determination and upon the payment of the charges, if any, therein prescribed. The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption. The Bonds shall be redeemable prior to maturity upon the giving of notice which identifies the bonds to be redeemed by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal Agent at least 30 days prior to the dates set for any such redemption. If notice of redemption shall have been given as aforesaid, the Bonds so called for redemption shall become due and payable at the applicable redemption price on the redemption date designated in such notice, and interest on such Bonds shall cease to accrue from and after such redemption date. J a~ 0 - - Hawkins Delafield & Wood LLP N One Chase Manhattan Plaza New York, New York 10005 The Town Board of March 19, 2009 the Town of Southold, in the County of Suffolk, New York Ladies and Gentlemen- We have examined a record of proceedings relating to the authorization, sale and issuance of $5,283,000 Public Improvement Serial Bonds-2009 (the "Bonds"), of the Town of Southold (the "Town"), in the County of Suffolk, New York. The Bonds are 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 duly adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds of the Town for various public improvements, and the Certificate of Determination executed by the Supervisor As of February 25, 2009, determining the terms, form and details of issuance of said $5,283,000 serial bonds and providing for their public sale. The Bonds are dated March 15, 2009, mature on March 15 in the principal amounts in each of the following years, and bear interest at the respective rates per annum payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity, as set forth below: Year of Principal Interest Year of Principal Intere Maturity Amount Rate Maturity Amount Rate i 2010 $123,000 3.00% 2021 $250,000 4.00 2011 220,000 3.00 2022 260,000 4.00 f,. 2012 230,000 3.00 2023 270,000 4.00 2013 180,000 3.00 2024 290,000 4.00 2014 185,000 4.00 2025 300,000 4-1/ 2015 195,000 4.00 2026 310,000 4-1/ 2016 205,000 4.00 2027 325,000 4.25 2017 215,000 4.00 2028 330,000 4.25 2018 225,000 4.00 2029 345,000 4.25 , 2019 230,000 4.00 2030 355,000 4-3/ 2020 240,000 4.00 I CI Ji' -5 B9083~ ~000047 N The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be aN subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter, on any date, in whole or in part, at par, and subject to notice and other conditions as stated in the Bonds. The Bonds are issued only in fully registered form without interest coupons, in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an automated depository for securities and clearinghouse for securities transactions which will maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond will be initially issued for each maturity in the aggregate principal amount of such maturity. Purchases of ownership interests in the Bonds will be made in book-entry form in denominations of $5,000 or any integral multiple thereof. r,.. Y In our opinion, said Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to such Bonds 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 Bonds in order that interest on the Bonds 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 Bonds 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 Bonds, 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 Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, and (ii) interest on the Bonds 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. 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 other documents in connection with the Bonds, and (ii) assumed compliance by the Town with certain provisions and procedures set forth in the Arbitrage and Use of Proceeds Certificate n , C DOO Dn relating to compliance with applicable requirements of the Code to assure the exclusion of z interest on the Bonds from gross income under Section 103 of the Code. Further, in our opinion, under existing statutes, interest on the Bonds is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. z Except as stated above, we express no opinion regarding any other federal or state tax consequences with respect to the Bonds. 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 'L3.. from gross income for federal income tax purposes of interest on the Bonds, or on the , exemption from state and local tax law of interest on the Bonds. i 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 the Official Statement, or 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 said Bonds, and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof. We have examined the executed first numbered Bond of said issue and, in our opinion, the form of said Bond and its execution are regular and proper. This opinion is issued as of the date hereof, and we assume no obligation to update, revise or supplement this opinion 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 yours, /s/ Hawkins Delafield & Wood LLP 5. ~I- o 4. P. C ~ Y D 89083 000049 >o Zm - 5 Ny e 5 ASSIGNMENT FOR VALUE RECEIVED, the Undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Bond and does hereby irrevocably constitute and appoint Attorney to transfer said Bond on the books kept for registration of said Bond, with full power of substitution in the premises. _ Dated: Signature Guaranteed: Notice: The signature to Notice: Signature(s) must be this assignment must cor- acknowledged or proved, or in the respond with the name as alternative, certified as to its it appears upon the face genuineness by an officer of a bank of the within bond in or trust company located and authorized every particular, without to do business in New York State alteration or enlargement or any change whatever I D ' Y1 _ i Kam4m4 w ~--XeX e&&. Wolof 1,eZ?P ONE CHASE MANHATTAN PLAZA NEW YORK, NY 10005 1? HAWKI NS.COM The Town Board of March 19, 2009 the Town of Southold, in the County of Suffolk, New York Ladies and Gentlemen: We have examined a record of proceedings relating to the authorization, sale and issuance of $5,283,000 Public Improvement Serial Bonds-2009 (the "Bonds"), of the Town of Southold (the "Town"), in the County of Suffolk, New York. The Bonds are 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 duly adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds of the Town for various public improvements, and the Certificate of Determination executed by the Supervisor as of February 25, 2009, determining the terms, form and details of issuance of the Bonds and providing for their public sale. The Bonds are dated March 15, 2009, mature on March 15 in the principal amounts in each of the following years, and bear interest at the respective rates per annum payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity, as set forth below: Year of Principal Interest Year of Principal Interest Maturity Amount Rate Maturity Amount Rate 2010 $123,000 3.00% 2021 $250,000 4.00% 2011 220,000 3.00 2022 260,000 4.00 2012 230,000 3.00 2023 270,000 4.00 2013 180,000 3.00 2024 290,000 4.00 2014 185,000 4.00 2025 300,000 4-1/8 2015 195,000 4.00 2026 310,000 4-1/8 2016 205,000 4.00 2027 325,000 4.25 2017 215,000 4.00 2028 330,000 4.25 2018 225,000 4.00 2029 345,000 4.25 2019 230,000 4.00 2030 355,000 4-3/8 2020 240,000 4.00 The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be r subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter, on any date, in whole or in part, at par, and subject to notice and other conditions as stated in the Bonds. The Bonds are issued only in fully registered form without interest coupons, in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an automated depository for securities and clearinghouse for securities transactions which will maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond will be initially issued for each maturity in the aggregate principal amount of such maturity. Purchases of ownership interests in the Bonds will be made in book-entry form in denominations of $5,000 or any integral multiple thereof. In our opinion, said Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to such Bonds 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 Bonds in order that interest on the Bonds 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 Bonds 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 Bonds, 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 Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, and (ii) interest on the Bonds 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. 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 other documents in connection with the Bonds, 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 Bonds from gross income under Section 103 of the Code. Further, in our opinion, under existing statutes, interest on the Bonds 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 Bonds. 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 Bonds, or on the exemption from state and local tax law of interest on the Bonds. 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 the Official Statement, or 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 said Bonds, and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof. We have examined the executed first numbered Bond of said issue and, in our opinion, the form of said Bond and its execution are regular and proper. This opinion is issued as of the date hereof, and we assume no obligation to update, revise or supplement this opinion 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 yours, ? 'a'+r t1r r u€~ m ' \ n::. ,y€,i vh\ .wx'g t€ vl # fi: \C rll 1 REGISTERED REGISTERED Mc NP `f NO. R-1 $123,000 ° a - UNITED STATES OF AMERICA STATE OF NEW YORK r, COUNTY OF SUFFOLK 1` TOWN OF SOUTHOLDt{,, 1;Jt1 jt PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSIP . ts s . M4(1) MATURITY DATE RATE ISSUE NUMBER March 15, 2010 3.00% March 15, 2009 844572 LC9 I ~ tiM -i` REGISTERED OWNER: CEDE & CO.~ ~ I PRINCIPAL SUM: ONE HUNDRED TWENTY-THREE THOUSAND 9a~ ~ DOLLARS 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 a y ~l to pay to the REGISTERED OWNER named above, or registered assigns, on the ` 114 €rt > MATURITY DATE (stated above), the PRINCIPAL SLIM (stated above) upon f,> c i11pI1 presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, (tr Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal = Agent"), or any successor thereto, and to pay interest on such principal sum from March 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannual) thereafter on March 15 and September 15 in each year until maturit Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its s€1 t'1 agent on each interest payment date to the registered owner hereof at his address as it€ ` appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the E >ai United States of America which, at the date of payment, is legal tender for the payment of public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. ~ r REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 'e 1iI "I q? MA CA Ile k "4~m Emoted np j~ m a 1 O ~3 j The faith and credit of such Town are hereby irrevocably pledged to the punctual oN' ` payment of the principal of and interest on this bond according to its terms. e_ This bond 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. / 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 bond, exist, have happened and have been performed, and that the issue of bonds of which this is one, together with all other indebtedness of the Town of Southold, is within every debt and other limit prescribed by the Constitution and.. a &1) laws of such State. t((lr t ( ' e IN WITNESS WHEREOF, the TOWN OF SOUTHOLD has caused this bond( )11 to be executed in its name by the manual signature of its Supervisor and its corporate seal to be i impressed hereon and attested by the manual signature of its Town Clerk. Bo R yp ;•e~ TOWN OF SOUTHOLD - 1 t })tlr): 1Y~( I3§ll~ll a (SEAL) By Supervisor r `t j ATTEST: r t t ~ ~ Town Clerk g~{5# I f~~~g}. 3 ~~;tt} r 'C'x ° t l Q 1 'i F8o t g mil 6~ft''hN.~n:r s, F )r<1''i b~P~ :K ~ilji V1 s~/ 558534.1 032679 CERTl( : a \V/;, \F} i}.ri L^nry 90 M 111 "JSx .L„y...:. Ch s J ,i.«.",.m F._ no Town of Southold, New York rrn< 1 Public Improvement Serial Bond-2009 This bond is one of an authorized combined issue, the aggregate principal ° 1RU amount of which is $5,283,000, the bonds of which are of like tenor, except as to number, `1l x<p ° 'a denomination, interest rate and maturity, and is issued pursuant to the provisions of the 1,l)1 Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), three bond resolutions duly adopted by the Town Board on their' respective dates, authorizing the issuance of serial bonds of the Town for various public X3_!32 33 s improvements, and the Certificate of Determination executed by the Supervisor as of February 25, 2009, determining the terms, form and details of issuance of said $5,283,000 '.I serial bonds (the "Bonds") and providing for the public sale thereof (the "Certificate of r Determination'). z The Bonds are issuable in the form of registered bonds without coupons in 4@ denominations of $5,000, or any integral multiple thereof i I This Bond is transferable or exchangeable, as provided in the Certificate of f{l Determination, only upon the books of the Town kept for that purpose at the office of they ' mss}' " Fiscal Agent, by the registered owner hereof in person, or by his attorney duly authorized t , 0,1 in writing, upon the surrender of this Bond together with a written instrument of transfer or q ~0cw, exchange satisfactory to the Fiscal Agent duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds, in the same 1-_ iifl aggregate principal amount and of the same maturity, shall be issued to the transferee or §F, ,.i the registered owner in exchange therefor as provided in the Certificate of Determination t i ll$1: and upon the payment of the charges, if any, therein prescribed. ~t4 T~ The Bonds maturing on or before March 15, 2019 will not be subject to , redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be I subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and 's~tf 15 f , thereafter on any date, in whole or in part, and if in part, in any order of their maturity and `(1 I in an amount within a maturity selected b lot within a maturity), at par, plus accrued s interest to the date of redemption '~Il The Bonds shall be redeemable prior to maturity upon the giving of notice }>O which identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal yt{, Agent at least 30 days prior to the dates set for any such redemption. If notice of ~t r 411 redemption shall have been given as aforesaid, the Bonds so called for redemption shall 3l€ `i become due and payable at the applicable redemption price on the redemption date ua 4 designated in such notice, and interest on such Bonds shall cease to accrue from and after such redemption date. y " jai W( n =1t~j'1 n e $ w ~ i .A } uhf w a yy dl .i .r _d a!' a..r r-. j - '.3k, ?yr y"n} 0. _ ~ iii: u. e.-..s i . s+ . T u . ~`rli ~ n0 Hawkins Delafield & Wood LLP < One Chase Manhattan Plaza New York, New York 10005 ` +t r % ? The Town Board of March 19, 2009 the Town of Southold, t€€.I in the County of Suffolk, New York , 71 Ladies and Gentlemen: We have examined a record of proceedings relating to the authorization,s I3Aly1 sale and issuance of $5,283,000 Public Improvement Serial Bonds-2009 (the "Bonds"), ofE jl~ the Town of Southold (the "Town"), in the County of Suffolk, New York. Kla The Bonds are 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 tip, I- resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds of the Town for various public improvements, and the Certificate of Determination executed by the Supervisor as of February 25, 2009, determining the ,i( terms, form and details of issuance of said $5,283,000 serial bonds and providing for their ;a iy public sale. t 'i The Bonds are dated March 15, 2009, mature on March 15 in the principal ~SJ +I amounts in each of the following years, and bear interest at the respective rates per annum (t, lr))1 payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity, as set forth below: Year of Principal Interest Year of Principal Interes^ y~~• Maturitv Amount Rate Maturitv Amount Rate ' ' 2010 $123,000 3.00% 2021 t€ $250,000 4.000 t 2011 220,000 3.00 2022 260,000 4.00 )t 2012 230,000 3.00 2023 270,000 4.00 2013 180,000 3.00 2024 ~ 290,000 4.00 u* o~ 2014 185,000 4.00 2025 300,000 4-1/8 ~r } 2015 195,000 4.00 2026 310,000 4-1/8~ +1ti1y 2016 205,000 4.00 2027 325,000 4.25 2017 215,000 4.00 2028 330,000 4.25 2018 225,000 4.00 2029 345,000 4.25 2019 230,000 4.00 2030 355,000 4-3/8 2020 240,000 4.00 fir a'~~lalt ~ ~ a~ I~t s t S~ s r ~~11 :1?,r'! : r, ,1', .w •,t. ,,~e~ ~ i. ~ • .t. `~r , t Hm~' r t i; it tra`vus.: ! ~v\ wM"/`rk 3 x i'i d" :J.. „i1r: J! T, \ , 3 0 NV) ~t M The Bonds maturing on or before March 15, 2019 will not be subject to s~ !ne z N \ redemption prior to maturity The Bonds maturing on or after March 15, 2020 will be ° 71- subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and ' thereafter, on any date, in whole or in part, at par, and subject to notice and other conditions as stated in the Bonds. €(ll/ ; Ali y r 1' The Bonds are issued only in fully registered form without interest coupons, >e A lF in the name of Cede & Co., as registered owner and nominee for The Depository Trust a(1i Company, an automated depository for securities and clearinghouse for securities transactions which will maintain a book-entry system for recording the ownership interests Jtt, in the Bonds Only one Bond will be initially issued for each maturity in the aggregate 1 principal amount of such maturity. Purchases of ownership interests in the Bonds will be made in book-entry form in denominations of $5,000 or any integral multiple thereof.(I= 1sf Eiji rl ~(it ~1 In our opinion, said Bonds are valid and legally binding general obligations j of the Town for which the Town has validly pledged its faith and credit and, unless paid D7 from other sources, all the taxable real property within the Town is subject to the levy of E.-f ad valorem real estate taxes to pay the Bonds and interest thereon without limitation of rate; 1 ;'I or amount. The enforceability of rights or remedies with respect to such Bonds may be (1> limited by bankruptcy, insolvency or other laws affecting creditors' rights or remedies e heretofore or hereafter enacted. t ~ ~~3' Jltil~ The Internal Revenue Code of 1986, as amended (the "Code"), establishes j: certain requirements that must be met subsequent to the issuance and delivery of the Bonds t°a) in order that interest on the Bonds be and remain excludable from gross income under s(€: Section 103 of the Code. The Supervisor of the Town, in executing the Arbitrage and Usee mod, 11 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 Bonds is excludable from J gross income under Section 103 of the Code. We have examined such Arbitrage and Use °Fsh' of Proceeds Certificate of the Town delivered concurrently with the delivery of the Bonds,( and in our opinion, such certificate contains provisions and procedures under which suche ~ 11 requirements can be met. In our opinion, under existing statutes and court decisions, (i) interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to Section v 103 of the Code, and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the, rilil°1 11 Code and is not included in the adjusted current earnings of corporations for purposes of tl calculating the alternative minimum tax. 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 other documents in connection with the Bonds, and (ii) assumed compliance by the Town with lilt' s certain provisions and procedures set forth in the Arbitrage and Use of Proceeds Certificate $E - 6 ~1 \ rte. ~ . m r in\.... ~ S b r `•d ,rii ~ "s iNr `k:: ~s 4"-rd. '0 nrti relating to compliance with applicable requirements of the Code to assure the exclusion of< j z interest on the Bonds from gross income under Section 103 of the Code J c Further, in our opinion, under existing statutes, interest on the Bonds is ti~'~ exempt from personal income taxes of New York State and its political subdivisions, € t„ including The City of New York. E Except as stated above, we express no opinion regarding any other federal or state tax consequences with respect to the Bonds. We render our opinion under existing ` statutes and court decisions as of the issue date, and we assume no obligation to update our f cai; ~3n 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 " tltli 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 Bonds, or on them is exemption from state and local tax law of interest on the Bonds. 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 the Official Statement, or any additional proceedings, reports, correspondence, financial i' statements or other documents, containing financial or other information relative to the t =1 r4,yJi Town which have been or may hereafter be furnished or disclosed to purchasers of said (({f Bonds, and we express no opinion with respect to any such financial or other information = \ or the accuracy or sufficiency thereof ' ~aasr~ !k ~a l ~ I We have examined the executed first numbered Bond of said issue and, in 73i=)l y our opinion, the form of said Bond and its execution are regular and proper. ll€ This opinion is issued as of the date hereof, and we assume no obligation to update, revise tttt)' or supplement this opinion 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 yours, \~t~13 Vii` . /s/ Hawkins Delafield & Wood LLP € f 3 ii i€ }I '~itl a~\ y €t \ rru. ~ i h = l3' i~Als =cP... r~ .3'dl .f/j \ ua R4•~'=4. b.+p, ,a +IG n FP` r 2 ~\I~ \ k n • W \ ni r~"°.•ea„ 1...r ul\ fu' : ili . p 'yip a Mi 'E ~$IAq,..,, x .F rl =L -AW -O ap r ~~r?Q a MESS- aN ASSIGNMENT N - - FOR VALUE RECEIVED, the Undersigned hereby sells, ! assigns and transfers unto Pitt PLEASE INSERT SOCIAL SECURITY OR OTHER -q . IDENTIFYING NUMBER OF ASSIGNEE I$t{ill' PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING - a ¢IIt l POSTAL ZIP CODE OF ASSIGNEE, t{1 a y ; the within Bond and does hereby irrevocably constitute and appoint gif §jy3s ~~hl Attorney &,lt to transfer said Bond on the books kept for registration of said Bond, with full power of I(( m ara substitution in the premises. :y c(( Dated: ~f!$~ lrc III 3 ~ Signature Guaranteed. Notice: The signature to Notice. Signature(s) must be this assignment must cor- $a acknowledged or proved, or in the respond with-the name as ` en alternative, certified as to its it appears upon the face genuineness by an officer of a bank of the within bond in 'I or trust company located and authorized every particular, without tti3~' t to do business in New York State. alteration or enlargement or 1=. 3i1a11 ''f any change whatever t a3 r~ ~ ~y j i+r dy 3 4 114 1 o aXU= _ SPY +yy,Y I p"}~: h}M .~"~i W- / gY.l~~,..:. 3~ } e~,y.I \tl~. i Eti`•-rG~Y r u,~, 2 _/°n My"Y .a ,,,,..vs, ~ a ~ S'•S. oyiR.~'"yY~~,~ I\ ~ ~ S I SS ni I. REGISTERED REGISTERED y< NO. R-2 $220,000 ~1s aN ~ UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK I,' TOWN OF SOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 7 INTEREST DATE OF ORIGINAL CUSH' Irr~ ;s=1~ MATURITY DATE RATE ISSUE NUMBER DMbr < I March 15, 2011 3.00% March 15, 2009 844572 LD7` ~clHfl~ ~ ill ~ _ 3 REGISTERED OWNER: CEDE & CO. !Il) PRINCIPAL SUM: TWO HUNDRED TWENTY THOUSAND DOLLARS }}}tj 1~ 1 ~~~LLL I The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the ~.II tw°: State of New York, hereby acknowledges itself indebted and for value received promises ~s ' to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon ' €21i 2i I-~ presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal izia Agent"), or any successor thereto, and to pay interest on such principal sum from March x> 15, 2009 or from the most recent interest payment date to which interest has been paid at E j the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and a=.= semiannually thereafter on March 15 and September 15 in each year until maturity. lr' Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its t{'s e (D" agent on each interest payment date to the registered owner hereof at his address as it # t' appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the 1s 11 ~j United States of America which, at the date of payment, is legal tender for the payment of public and private debts, provided, however, that interest on this fully registered bond shall y be paid by wire transfer or clearinghouse funds as set forth above. i( f REFERENCE IS MADE TO THE FURTHER PROVISIONS OF TIES BOND SET FORTH HEREIN. 0 4 1 ?al't4 }et E 1111~\ s = a ~ Yf , J~U r~ ~ r• ~ . 1„~~• . b~. ` -.~y4~C.`r „6p 'AL'S. ~ ~ ,'~r~:' ,p i~ C.i ,~,,`n ~ I L mm ~ ~lt REGISTERED REGISTERED . c QN NO. R-3 $230,000 to UNITED STATES OF AMERICA STATE OF NEW YORK "s COUNTY OF SUFFOLK ; t' TOWN OF SOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 ,~..y. pp, INTEREST DATE OF ORIGINAL CUSP MATURITY DATE RATE ISSUE NUMBER Da.; c tti€1, ~ ' March 15, 2012 3.00% March 15, 2009 844572 LE5 ~~a[kiIm~pp REGISTERED OWNER: CEDE & CO. s h PRINCIPAL SUM: TWO HUNDRED THIRTY THOUSAND DOLLARS = qs, l Pr t ( , 3 The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the Q[I} State of New York, hereby acknowledges itself indebted and for value received promises to pay to the REGISTERED OWNER named above, or registered assigns, on the h ` tslsr' MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon a((p [ presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, "1it?1)t Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal ~Agent"), or any successor thereto, and fo pay interest on such principal sum from March 15, 2009 or from the most recent interest payment date to which interest has been paid at yCt ]JHa the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and ' semiannually thereafter on March 15 and September 15 in each year until maturity. 1w v t( € e$trlr Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its 10 agent on each interest payment date to the registered owner hereof at his address as its s appears on the registration books of the Town maintained by the Fiscal Agent or at such z(l1 other address as may be furnished in writing by such registered owner to the Fiscal Agent ;2 `mo't r as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the o at¢ta}} lil United States of America which, at the date of payment, is legal tender for the payment of Pr M. s a' « public and private debts; provided, however, that interest on this fully registered bond shalli be paid by wire transfer or clearinghouse funds as set forth above._ a ; REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN •C if1 W ,7~ Y - 4~wd04{~ h ~W\f /qq `v n . ? mp- .a ?q• ,CP Ali ~`i~a ? r~A l~t~~ . fA< J ZM//~ 6C;,•,+. A aSA/O xr!tl/h U~ q/ s&"s xl }rM+•^~ r '°9}` xl x qrs sir °rn~ n xv"_ .....'n ~ 1M .S nnrK{\N •WI . in ,s_ ? _ i _ s, ? _trSaN_ r ? _7#~4.- r ? K~`'x ri 9k O ar ~u~lii i REGISTERED € REGISTERED /f ZN NO. R-4 $180,000 UNITED STATES OF AMERICA STATE OF NEW YORK ' -511 OF SUFFOLK )u, TOWN OF SOUTHOLD t ;r PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSIP MATURITY DATE RATE ISSUE NUMBER; March 15, 2013 3.00% March 15, 2009 844572 LF2 r~ µ 4 REGISTERED OWNER: CEDE & CO. i, PRINCIPAL SUM: ONE HUNDRED EIGHTY THOUSAND DOLLARS 3 S~>y 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 REGISTERED OWNER named above, or registered assigns, on the y' €€lI5 MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon r presentation and surrender of this bond at the office of the Town Clerk, Town of Southold,< Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal° Agent"), or any successor thereto, and to pay interest on such principal sum from March a, 15, 2009 or from the most recent interest payment date to which interest has been paid at x the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. ;r' u r Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its f }1~ 'f agent on each interest payment date to the registered owner hereof at his address as it 11; appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent " st; 7S~r z as of the close of business on the last day of the month preceding each interest payment F 1 date. The principal of and interest on this bond are payable in any coin or currency of the ! United States of America which, at the date of payment, is legal tender for the payment of { public and private debts; provided, however, that interest on this fully registered bond shall wYr< - f' be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET i FORTH HEREIN.. / 4 z o' ~;117 u~~ {}3t v ~ :Nn"ti X4'4 >+T..; r. ••r^,. _ a..a,; ` Tr ';,y ar!h' irul/ uu H`F - y` ~.,`rr.Jkp l ~i° .v• MI FZ M fid °°ii£^'°^.µ N SICVtiS• 3.:4`~p••• .N SnSi' ~.:..+..^Y1 _ I••+°,._ ut D~ Z REGISTERED REGISTERED m p y t NO. R-5 $185,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK: m„Ilt >ry TOWN OF SOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 ;~t1{§3 INTEREST DATE OF ORIGINAL CUSH, £ > ti MATURITY DATE RATE ISSUE NUMBER $t March 15, 2014 4.00% March 15, 2009 844572 LGO REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS Cpl t ~ tK The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the qt, State of New York, hereby acknowledges itself indebted and for value received promises +1€i$ to pay to the REGISTERED OWNER named above, or registered assigns, on the ~t(,+ MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon E g)l, presentation and surrender of this bond at the office of tfie Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal ti Agent"), or any successor thereto, and to pay interest on such principal sum from March, 15, 2009 or from the most recent interest payment date to which interest has been paid at ¢ the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and a semiannually thereafter on March 15 and September 15 in each year until maturity.1 Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its s , agent on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment` l {r, ttfl date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of J , public and private debts; provided, however, that interest on this fully registered bond shall t b"i be paid by wire transfer or clearinghouse funds as set forth above. 'i 11P REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 5 rt C p t y y i 13)) 1 ~i '4r/A ' t.. _ r F re Y i u.M M M".:`Y~u a r u rA p,, 1 .i .t 1 ill ~~~n , ` a? J?d vin• R5i8.. ,,fit'. ',d~inv 17-W k, rW ~qn.~ gy "."'°in ..d6 Al 1 Pe...^ A 11 "w`~'£.....s 1!r"""'S3G ^"1 ! AN~tl ui a1 + v ! tom. T 7s'T'\1~ n ~ ° f'~l, °1~~5 ~P~ I REGISTERED REGISTERED 9t ! $195,000 a` a~ NO. R-6 UNITED STATES OF AMERICA STATE OF NEW YORK ,z I COUNTY OF SUFFOLK 14}I~ ~ it TOWN OF SOUTHOLD< `I sfO+~ I 1 ILI PUBLIC IMPROVEMENT SERIAL BOND-2009 v INTEREST DATE OF ORIGINAL CUSIP 'ill{ 1: MATURITY DATE RATE ISSUE NUMBER I' March 15f 2015 4.00% March 15, 2009 844572 LH8 tl REGISTERED OWNER: CEDE & CO. t i d PRINCIPAL SUM: ONE HUNDRED NINETY-FIVE THOUSAND ;y,lll ',%1' DOLLARS tl.: a>f , 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 1! t(1)} "'tl, to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon !t/ 11111{ll ,ru presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal _ Agent"), or any successor thereto, and to pay interest on such principal sum from March 15, 2009 or from the most recent interest payment date to which interest has been paid at p a the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and ijlFi~} Y, r c[y' y,, semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its agent on each interest payment date to the registered owner hereof at his address as it "f appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment 11t sh date. The principal of and interest on this bond are payable in any coin or currency of theme( a<' " United States of America which, at the date of payment, is legal tender for the payment of ` public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above.t REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET - ° lgfz ! FORTH HEREIN. X11 N 111 1 11 1 ,p saa .yI 'I'~'-g~ x.°€w t~ 7 '\N. r BY;" .r "ir !ate' ar!?~\ $ ^r,w,,' ~uii ..'.-8. iu x~ l~.M mi y, } i\II ;Nr....~ I ~"^vZ~ ~ih 'NW t I. s 2 w MI I b Ar -M! no 1fa e ,moo ~'3 REGISTERED m>,_ a REGISTERED ~t€ a~ NO. R-7 $205,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK X11 ,.I 1 1 ti>a TOWN OF SOUTHOLD< PUBLIC IMPROVEMENT SERIAL BOND-2009 I INTEREST DATE OF ORIGINAL CUSIP MATURITY DATE RATE ISSUE NUMBER in, i i 1) i;(l March 15, 2016 4.00% March 15, 2009 844572 LJ4 REGISTERED OWNER: CEDE & CO. ~I till, 11513~t ~~iCil tID4 1, PRINCIPAL SUM: TWO HUNDRED FIVE THOUSAND DOLLARS The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the } f y, State of New York, hereby acknowledges itself indebted and for value received promises" ' to pay to the REGISTERED OWNER named above, or registered assigns, on the " MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon((` >+r.,;lY presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, (i ~a r{-s Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from March i H, 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and u~ n semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its tl j;y} N agent on each interest payment date to the registered owner hereof at his address as it * ai a pears on the registration books of the Town maintained by the Fiscal Agent or at such p : other address as may be furnished in writing by such registered owner to the Fiscal Agent ie aid as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the tit, € ill' United States of America which, at the date of payment, is legal tender for the payment of It= public and private debts, provided, however, that interest on this fully registered bond shall at be paid by wire transfer or clearinghouse funds as set forth above. t` REFERENCE IS MADE TO TILE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 7~ a 0 3r `^~i ( c r ftt ~li~€ b ~~'-1i1~ "i i€v€ s AIM a INS RIP ivJ. r .r ?".t' y ,x3' rq k..-" '~,b C..: ` N..- }J°in ICu.~s... i•~rS s•~l• jf~ • n t ~i•°°^^..•1°` ••":`.ya+t•` n j. a s. _ /p } y REGISTERED e< 7J *A1 REGISTERED $215,000 NO. R-8 UNITED STATES OF AMERICA .~I a STATE OF NEW YORK l; COUNTY OF SUFFOLK a l , i~; ~tf a i TOWN OF SOUTHOLD< w- PUBLIC IMPROVEMENT SERIAL BOND-2009 , INTEREST DATE OF ORIGINAL CUSH' ISSUE NUMBER tll D MATURITY DATE RATE< 1"gilt March 15, 2017 4.00% March 15, 2009 844572 LKI a~ \°w~ b• REGISTERED OWNER: CEDE & CO. + `r+I PRINCIPAL SUM: TWO HUNDRED FIFTEEN THOUSAND DOLLARS[ , 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 REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon[(, D r ; presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, x~;< =~~~I! Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscall . Agent"), or any successor thereto, and to pay interest on such principal sum from March" a 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its agent on each interest payment date to the registered owner hereof at his address as it ` appears on the registration books of the Town maintained by the Fiscal Agent or at such I other address as may be furnished in writing by such registered owner to the Fiscal Agent c tz as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the Y ! If i United States of America which, at the date of payment, is legal tender for the payment oft{ n public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. c REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. awii°a r. r rc '~.:a..-i .3, a ._--ic , . ,,.ra.n, . . rrJ~ u +S" - k p .~y; 9a a up. ~NJ rw,,, 'CSO. ' `A W C.t..Y~-'.6..ft ppi~p v1 r9 » kJC F°' r MX X ~:5~~ X\~ilgX •~AI d ~µ;:'it 'r9IaR : X ~x~' moo, e/ r F ~h Call? wimp, REGISTERED it REGISTERED t{ l $225,000 NO. R-9 UNITED STATES OF AMERICA ` STATE OF NEW YORK COUNTY OF SUFFOLK " ~tlli >cl' TOWN OFSOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSH' eta MATURITY DATE RATE ISSUE NUMBER March 15, 2018 4.00% March 15, 2009 844572 LL9 a ,I REGISTERED OWNER: CEDE & CO. V1 i PRINCIPAL SUM: TWO HUNDRED TWENTY-FIVE THOUSAND aaf DOLLARS Ott, a ; 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 sal' to pay to the REGISTERED OWNER named.above, or registered assigns, on the((: MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon 11 presentation and surrender of this bond at the office of the Town Clerk, Town of Southold Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent°), or any successor thereto, and to pay interest on such principal sum from March, 15, 2009 or from the most recent interest payment date to which interest has been paid at ~w the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and tr{>n ,y semiannually thereafter on March 15 and September 15 in each year until maturity 9€3! Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its agent on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such ~ other address as may be furnished in writing by such registered owner to the Fiscal Agent ~ F as of the close of business on the last day of the month preceding each interest payment €tD date. The principal of and interest on this bond are payable in any coin or currency of the ' United States of America which, at the date of payment, is legal tender for the payment of I public and private debts; provided, however, that interest on this fully registered bond shall ~ be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET „ r ~ d ;I FORTH HEREIN- t Y F r r, I J~\1~ 4 J 'I ,p p~~C .a ' Fp 9' 2 - 3 r h ~ T ~ w s. a n ~ ~k.:?ra na REGISTERED REGISTERED NO. R-10 $230,000 UNITED STATES OF AMERICA STATE OF NEW YORK E3'' COUNTY OF SUFFOLK TOWN OF SOUTHOLD F 3 ~ Ilit PUBLIC IMPROVEMENT SERIAL BOND-2009 , ,t 1 ! INTEREST DATE OF ORIGINAL CUSH' ~t 'MATURITY DATE RATE ISSUE NUMBER D March 15, 2019 4.00% March 15, 2009 844572 LM7 ~ai$ I '~i8o r °i REGISTERED OWNER: CEDE & CO. " tst N• PRINCIPAL SUM: TWO HUNDRED THIRTY THOUSAND DOLLARS` ,,•.x;1.31. j~' ~4.. hoc 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 ff' to pay to the REGISTERED OWNER named above, or registered assigns, on the Mill'? MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon {l sF presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from March §cut 15, 2009 or from the most recent interest payment date to which interest has been paid at ; r` the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and ' semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its (l, It}s agent on each interest payment date to the registered owner hereof at his address as it 'tI appears on the registration books of the Town maintained by the Fiscal Agent or at such s other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the " a 4b#t United States of America which, at the date of payment, is legal tender for the payment of X11 4 F)r it l ~,r¢[t4, ,g public and private debts; provided, however, that interest on this fully registered bond shall FFI31 ipili be paid by wire transfer or clearinghouse funds as set forth above. ~t REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET- ' FORTH HEREIN. cr. at( ~t s r rs t3i _ ~ .H, A .aK°!F n m v-t m 4 a., 3 ;nu ~ h» .pw ' ?I f tr."' ^11v P '".MN y .ix .k' ` e4~ i.. x'85 - ~N tj~.~l pt i t,t. ryn n -^.:5"iu .7 ..:l.u' a n . n a..~.'liu' w K ~~n _ REGISTERED REGISTERED z $240,000I' NO. R-11 a ~ UNITED STATES OF AMERICA [ STATE OF NEW YORK 3b S5CI COUNTY OF SUFFOLK g}} 1 3i, ~rFt3: { TOWN OF SOUTHOLD c f PUBLIC IMPROVEMENT SERIAL BOND-2009 >'I 1-4 INTEREST DATE OF ORIGINAL CUSIP MATURITY DATE RATE ISSUE NUMBER >w H b; +=)ll X31tI .I March I5,2020 4.00% March 15, 2009 844572 LN5 = ,aa 1~ ~ = rv i REGISTERED OWNER: CEDE & CO. n i> m 3 PRINCIPAL SUM: TWO HUNDRED FORTY THOUSAND DOLLARS i 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 REGISTERED OWNER named above, or registered assigns, on the "I 01 MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond of the office of the Town Clerk, Town of Southold, ~ lf;;'JI Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from Marche 15, 2009 or from the most recent interest payment date to which interest has been paid at }jno the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. '[clll Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its fF > i¥l agent on each interest payment date to the registered owner hereof at his address as it(.' „j ' appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment ~ date. The principal of and interest on this bond are payable in any coin or currency of the tz(91 United States of America which, at the date of payment, is legal tender for the payment of l, public and private debts; provided, however, that interest on this fully registered bond shall li @ be paid by wire transfer or clearinghouse funds as set forth above. cfi REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SETS FORTH HEREIN. n i brr ..x .CIF:'.MINI" x^ ~a a" It I \11 ~v^~'I. tip; A/i i .v i //n i ' u 1111 11. 11( i 1 II M 1P.~ INM 11 Y I ~i,r man n0 REGISTERED REGISTERED a aN NO. R-12 $250,000 UNITED STATES OF AMERICA t_ STATE OF NEW YORK COUNTY OF SUFFOLK . TOWN OF SOUTHOLD< PUBLIC IMPROVEMENT SERIAL BOND-2009 are rr -o I INTEREST DATE OF ORIGINAL CUSIP Ali rid+tlt MATURITY DATE RATE ISSUE NUMBER March 15, 2021 4.00% March 15, 2009 844572 LPO i c cHfi',.. s REGISTERED OWNER: CEDE & CO. c >i O HUNDRED FIFTY THOUSAND DOLLARS PRINCIPAL SUM: TW € s ~.r The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the J State of New York, hereby acknowledges itself indebted and for value received promises" 4 to pay to the REGISTERED OWNER named above, or registered assigns, on the ailtll' MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon I', w< presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal v Agent"), or any successor thereto, and to pay interest on such principal sum from March h-V +rf 15, 2009 or from the most recent interest payment date to which interest has been paid at Agin `I the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. Ali Ol r' ' ~ Qj Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its r agent on each interest payment date to the registered owner hereof at his address as it (f; s appears on the registration books of the Town maintained by the Fiscal Agent or at such E a : other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment f date. The principal of and interest on this bond are payable in any coin or currency of the v t ( ~ United States of America which, at the date of payment, is legal tender for the payment of f # "I public and private debts; provided, however, that interest on this fully registered bond shall i3 € be paid by wire transfer or clearinghouse funds as set forth above. c"it REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. N+l jl 1#( D 3 3p 1( 7a ill@ \INI I I 91U WIMP ' rqq T n ' ~ ' • itfi M .M"17= \ iSW.-` r Y^3- ,t.p kT ..t1r .k'i ` r sa b i -.:tJi ~ in ~ jl P ~ N P ; a D 1 REGISTERED REGISTERED NO. R-13 $260,000 UNITED STATES OF AMERICA STATE OF NEW YORK 'I COUNTY OF SUFFOLK TOWN OF SOUTHOLD t~ PUBLIC IMPROVEMENT SERIAL BOND-2009 f._.. n INTEREST DATE OF ORIGINAL CUSIP f11` I MATURITY DATE RATE ISSUE NUMBER t Dm1.1, r _ ua March 15, 2022 4.00°/P March 15, 2009 844572 LQ8 , pct .s REGISTERED OWNER: CEDE & CO. ' #Dail PRINCIPAL SUM: TWO HUNDRED SIXTY THOUSAND DOLLARS < i3t@fft i ' i The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the j ur State of New York, hereby acknowledges itself indebted and for value received promises , to pay to the REGISTERED OWNER named above, or registered assigns, on the n ;I 1, qls MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon y ` m " presentation Hall, n 53and 95 surrender Ma n Rodt SouutholdtNw York, of fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from March >51, cn 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and z` semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its agent on each interest payment date to the registered owner hereof at his address as it ((f appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment 1 date. The principal of and interest on this bond are payable in any coin or currency of the aal 1' ! United States of America which, at the date of payment, is legal tender for the payment of public and private debts; provided, however, that interest on this fully registered bond shall< I€aal "!b be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. fi t ~~f3 o C Ir{~Ik I U+ Via'-3)ks.. ti r r N { IIIP i - VT. Yn\\C ~i /r \x B -'yM~ ~..w q. .~;''~Mg .Y' •^n r'.+•., ~`'~.:6 °"J rx,.K, ,.W.,May}tt,\ 1 }i r N I\i~• ui %\e + C \ miW, S f r\Wk :•A\', 0"uxr } ^'C,~` ~'1 A ~i^ Ind., j`am 'i~~.T a 4l µ•'JO i W .YY~~Q n `~"•~••F' tN ` i2,~66"" \II } 9_c, l~ min pM it _ Itl/aN V!, C•~ ~,t5'F, p_ % i!~- n / ' - P. ~ R+J ! .'f !t ~ ;I . ~s 9//i I np ( i N~li3 ~R am ; REGISTERED` ~N REGISTERED NO. R-14 $270,000 UNITED STATES OF AMERICA ".STATE OF NEW YORK } COUNTY OF SUFFOLK TOWN OF SOUTHOLD » c PUBLIC IMPROVEMENT SERIAL BOND-2009 rave' 101 INTEREST DATE OF ORIGINAL CUSP +lflalkt MATURITY DATE RATE ISSUE NUMBER 4~4 • g'}l1 March 15, 2023 4.00% March 15, 2009 844572 LR6 REGISTERED OWNER: CEDE & CO. rl, ~t+ PRINCIPAL SUM: TWO HUNDRED SEVENTY THOUSAND DOLLARS 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 REGISTERED OWNER named above, or registered assigns, on the r~ftl~h 'y°, MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon all, y + presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, :\I Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from March' 15, 2009 or from the most recent interest payment date to which interest has been paid at, , the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its (l ~tflz, agent on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such i other address as may be furnished in writing by such registered owner to the Fiscal Agent 4 as of the close of business on the last day of the month preceding each interest payment rincipal of and interest on this bond are payable in any coin or currency of the /p 1 date. Thep ((t ctr' $ United States of America which, at the date of payment, is legal tender for the payment of M j public and private debts, provided, however, that interest on this fully registered bond shall MA[ tl If be paid by wire transfer or clearinghouse funds as set forth above. X13 f~Nt REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 5 ~,'I qi1 ~\tt13 WI ~ \ \ }x \1 - ~i~ g y^^ i~ ~/b M1.~:r of ' ~ ti ~ ~ - t `x ~ ` c2 r r.....n~ ~~}y/% s t...e~..... ~ ~anN~. ~ - ui ~llm 'Y^' x ^2+2 IA n in ~A.•«•. i i~'v i 1 f ,5~ S 7 S I/ } r1 n r n lit,.,.m.- .1,2 "o REGISTERED REGISTERED a NO. R-15 $290,000 N UNITED STATES OF AMERICA . STATE OF NEW YORK' ' COUNTY OF SUFFOLK " l t(, TOWN OF SOUTHOLD iirv X111 'ti! PUBLIC IMPROVEMENT SERIAL BOND-2009 is t INTEREST DATE OF ORIGINAL CUSP } MATURITY DATE RATE ISSUE NUMBER 01 i! ilia ~ 4 tlil March 15, 2024 4.00% March 15, 2009 844572 LS4 s REGISTERED OWNER: CEDE & CO. +4 i4 l~f 'y _ $ PRINCIPAL SUM: TWO HUNDRED NINETY THOUSAND DOLLARS )AIfI Sis97} I The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the =°1£ State of New York, hereby acknowledges itself indebted and for value received promises to pay to the REGISTERED OWNER named above, or registered assigns, on the ux +'lh $ MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, *~c £iiilM1 Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal ~[t(t Agent"), or any successor thereto, and to pay interest on such principal sum from March' i„ 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and 7 ` semiannually thereafter on March 15 and September 15 in each year until maturity. al. i, Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its ` say;, agent on each interest payment date to the registered owner hereof at his address as it ' °e ( appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment - date. The principal of and interest on this bond are payable in any coin or currency of the t al, s United States of America which, at the date of payment, is legal tender for the payment of public and private debts; provided, however, that interest on this fully registered bond shall< tF4 'p be paid by wire transfer or clearinghouse funds as set forth above. %cm~ ea REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. ~M a+si, ;;t 11 All n yam. wwor 4% 1 vrrP~ ~k. } I.If'„.~ s • 0 ~ Dl'.oi dN 'i~:. ru F5 Jai try"o. FA~ r "riR XMW ~ ~w Max 1~ x 2u X WHEN n© DN REGISTERED REGISTERED a NO. R-16 $300,000 at ` UNITED STATES OF AMERICA a lot STATE OF NEW YORK1 ' COUNTY OF SUFFOLK TOWN OF SOUTHOLDa hit 1 PUBLIC IMPROVEMENT SERIAL BOND-2009 i s 'r1 INTEREST DATE OF ORIGINAL CUSP MATURITY DATE RATE ISSUE NUMBERS r 3?~4i March 15 2025 4-1/8% March 15, 2009 844572 LT2 REGISTERED OWNER: CEDE & CO. I ~ PRINCIPAL SUM: THREE HUNDRED THOUSAND DOLLARS y1I11,1t.'-?I The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the ;zfcu State of New York, hereby acknowledges itself indebted and for value received promises U?^~ to pay to the REGISTERED OWNER named above, or registered assigns, on theA 3i1 l' MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon f(, ` y presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, l it li, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal t(l° Agent"), or any successor thereto, and to pay interest on such principal sum from March 15, 2009 or from the most recent interest payment date to which interest has been paid at y= the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and " semiannually thereafter on March 15 and September 15 in each year until maturity. 0,0 r S Yi 0 #l, tr Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its _t1{2! agent on each interest payment date to the registered owner hereof at his address as it s appears on the registration books of the Town maintained by the Fiscal Agent or at such £ other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the oHFi 'g United States of America which, at the date of payment, is legal tender for the payment of public and private debts; provided, however, that interest on this fully registered bond shallt =z(_?;,,,;! be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET >~H a FORTH HEREIN. D ~t = ; ~££rws a~ N . s' gyp. t M11 e r"lo ~.«'h ^L^. o c•i .'P ,e.t. +t~.~"1: i IM.. aL 9 9 le, 3!'. l] N{ q j~j ~q= g t = q tfq nn~ ;qi VII! 'I REGISTERED REGISTERED -n m° 4 NO. R-17 $310,000 UNITED STATES OF AMERICA " i n STATE OF NEW YORK 3~ c;.. COUNTY OF SUFFOLK i1 r p I r . TOWN OF SOUTHOLD a PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSIP " gl MATURITY DATE RATE ISSUE NUMBER 'I) fat March 15, 2026 4-1/8°/q March 15, 2009 844572 LU9 II REGISTERED OWNER: CEDE & CO. L ;`TII PRINCIPAL SUM: THREE HUNDRED TEN THOUSAND DOLLARS d 11€f} % l~ j The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the T:a State of New York, hereby acknowledges itself indebted and for value received promises 'het r to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon a~~l >r presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, il}h Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal (tt Agent"), or any successor thereto, and to pay interest "on such principal sum from March ,arc 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. it[l; Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its s +c l i. (,;1 t11) agent on each interest payment date to the registered owner hereof at his address as it f ' appears on the registration books of the Town maintained by the Fiscal Agent or at such s other address as may be furnished in writing by such registered owner to the Fiscal Agent r* ~ as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the l, ' United States of America which, at the date of payment, is legal tender for the payment of public and private debts; provided, however, that interest on this fully registered bond shall 9< ` be paid by wire transfer or clearinghouse funds as set forth above.i Tzlk REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. rF a _ hit p i $ltt7 : (~If }t~alr < CIA t m= t .i.P Y. D5% \ ~ r6 \ 4Ti i 1. 145, L x.v^ : r i eN N" L I NN.\ E . i \ ?ice l ~ _ 3y w,o ,jl . } n. >o _ _ 1 REGISTERED REGISTERED m~ [f z N = NO. R-18 $325,000 UNITED STATES OF AMERICA +sc.:: STATE OF NEW YORK. _ COUNTY OF SUFFOLK u it TOWN OF SOUTHOLD \ PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSH, MATURITY DATE RATE ISSUE NUMBER(', 3 E >E i N'q'{S i fltj s March 15, 2027 4.25% March 15, 2009 844572 LV7 g s ` +I REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS 3+~ - The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the 01 State of New York, hereby acknowledges itself indebted and for value received promises / y s' ( to pay to the REGISTERED OWNER named above, or registered assigns, on the {li MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon K11111) f~ presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Ili $S x 4 Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from March hi; 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. x>a ( ` Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its 17 I 1 agent on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent j as of the close of business on the last day of the month preceding each interest payment > Ei t date. The principal of and interest on this bond are payable in any coin or currency of the {1 United States of America which, at the date of payment, is legal tender for the payment of tll public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. £ )ti REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET mill' FORTH HEREIN! c )w~~ + < 1), I '},.`,""h' to y K ~ ~ jMN4 ~d'"w-ir.'S",q 0~k: ..lF y'.'.. ' i r ' Ocr'. ~r:~.'3 ISNO ; VIA m y. .....fin N1 I ME. A 4, D© -ago k € I jM a_( REGISTERED REGISTERED< - NO. R-19 $330,000._ UNITED STATES OF AMERICA STATE OF NEW YORK nt> COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 1 INTEREST DATE OF ORIGINAL CUSIP MATURITY DATE RATE ISSUE NUMBER March 15, 2028 4.25% March 15, 2009 844572 LW5{! ~ctf ~ ku a , REGISTERED OWNER: CEDE & CO.`~~ uYr ry I131' PRINCIPAL SUM: THREE HUNDRED THIRTY THOUSAND DOLLARS The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the s 3c~~~"`7 State of New York, hereby acknowledges itself indebted and for value received promises h. ~ to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon 7i D presentation and surrender of this bond at the office of the Town Clerk, Town of Southold,< Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal 4r; Agent"), or any successor thereto, and to pay interest on such principal sum from March = 4 15, 2009 or from the most recent interest payment date to which interest has been paid at qA4, ; the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its (1; agent on each interest payment date to the registered owner hereof at his address as it~ appears on the registration books of the Town maintained by the Fiscal Agent or at such =I l, other address as may be furnished in writing by such registered owner to the Fiscal Agent k a o, , S as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts, provided, however, that interest on this fully registered bond shall tYy;1t}•, be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN c t ty ~""M[t^ n a~ r ~I d"7 ~h ~y -r si4J M1Y=+ .H N, § J\\\ w.^Y•7 II i Y • 'AII p \M' F 111 { e\ l .,,,,~•n' ^U a'^^ni IA $w m• ip xi Y=h'~Cu4 it l B O 7 Zill »O REGISTERED REGISTE OOD , NO. R-20 UNITED STATES OF AMERICA c ` . STATE OF NEW YORK " COUNTY OF SUFFOLK » s= . TOWN OF SOUTHOLD ~4E PUBLIC IMPROVEMENT SERIAL BOND-2009 I In fit INTEREST DATE OF ORIGINAL CUSIP {~°v MATURITY DATE RATE ISSUE NUMBER March 15, 2029 4.25% March 15, 2009 844572 LX3 ~REGISTERED OWNER: CEDE & CO. k, 1 PRINCIPAL SUM: THREE HUNDRED FORTY-FIVE THOUSAND DOLLARS fi pia. fc~ty 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 REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) uponc ii '13 presentation and surrender of this bond at the office of the Town Clerk, Town of Southold,(( Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal p ,gcki Agent"), or any successor thereto, and to pay interest on such principal sum from March, , 15, 2009 or from the most recent interest payment date to which interest has been paid at a1 the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March l and Interest hereon shall be payable bywire transfer noreclearinghouse funds until by the Town or its< Y agent on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment gi "\,=t date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of €I public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET e=ll, FORTH HEREIN. t I SIflP • ~ ~ =4 M0I v! \U r,... E .•a :t ,.•t ~ . r. .i 1• r r~ rf ,(ryn 1~t vx t yJ $`N~ ~YYh I b~a ? 1 on m/.g°ti ' n >0 REGISTERED< REGISTERED NO. R-21 $355,000 N UNITED STATES OF AMERICA ¢ Ic=I~' _ STATE OF NEW YORK COUNTY OF SUFFOLK t, TOWN OF SOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSI, MATURITY DATE RATE ISSUE NUMBER ~ March 15, 2030 4-3/8% March 15, 2009 844572 LYI ( 1u4 ~ at3u • I REGISTERED OWNER: CEDE & CO. ud ~I ~ ~.~'I ,Ill I PRINCIPAL SUM: THREE HUNDRED FIFTY-FIVE THOUSAND - DOLLARS s, The TOWN OF SOUTHOLD, in the County of Suffolk, a municipal corporation of the =x I State of New York, hereby acknowledges itself indebted and for value received promises g?j' to pay to the REGISTERED OWNER named above, or registered assigns, on the 4,;';:J MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon 1)f~ presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal c Agent"), or any successor thereto, and to pay interest on such principal sum from March ra 15, 2009 or from the most recent interest payment date to which interest has been paid at ~ Yc if the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. .l l/)la Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its ' agent on each interest payment date to the registered owner hereof at his address as it ` appears on the registration books of the Town maintained by the Fiscal Agent or at such TM~ rco- }tom other address as maybe furnished in writing by such registered owner to the Fiscal Agent = 1 as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the t//t United States of America which, at the date of payment, is legal tender for the payment of < - public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. 1a/ REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN <l/ f f . a~ n~~ 3t r a~" SUPERVISOR'S CERTIFICATE OF AWARD I, SCOTT A. RUSSELL, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Town"), HEREBY CERTIFY AND REPORT AS FOLLOWS: 1. On March 10, 2009, at 11:00 o'clock A.M. (Prevailing Time), bids were received at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York. 2. At that time and place, three (3) sealed bids were received for the purchase of $5,283,000 Public Improvement Serial Bonds-2009 of the Town (the "Bonds") pursuant to the Notice of Sale of said Bonds heretofore duly published in conformity with the requirements of the Certificate of Determination executed by the Supervisor as of February 25, 2009, and said bids were thereupon opened and publicly read. 3. The sealed bids so opened and publicly read were each in legally acceptable form and were each accompanied by the check required by said Notice of Sale and constituted signed proposals to purchase all of the Bonds. 4. Forthwith upon receiving, opening, reading and considering said sealed bids, I caused to be publicly announced that Roosevelt & Cross, Inc., and Associates, New York, New York was the successful bidder to whom the bonds are to be awarded, at the purchase price of $5,283,000.00 together with interest at the rates to be borne by the Bonds from the date of the Bonds to the date of payment of the purchase price, said bid of said successful bidder being the best bid received under the terms of the Notice of Sale therefor and providing the lowest net interest cost over the life of the Bonds, computed as follows: Gross Interest $2,685,883.75 Less Premium Bid Over Par 0.00 Net Interest Cost $2,685,883.75 Net Interest Rate 4.10540% 5. As designated by the aforementioned successful bidder, said Bonds shall bear interest from their date in each year until maturity at the respective rates per annum stated in the following table: Bonds maturing in each of the years 2010 to 2013, inclusve, at 3.00%; Bonds maturing in each of the years 2014 to 2024, inclusve, at 4.00%; Bonds maturing in the years 2025 and 2026, at 4-1/8%; Bonds maturing in each of the years 2027 to 2029, inclusve, at 4.25%; and Bonds maturing in the year 2030, at 4-3/8%; such rates of interest being the rates necessary for the Town to sell said Bonds. 6. (a) It is further determined that the annual principal installments of said Bonds shall be adjusted in amounts necessary to achieve substantially level or declining annual debt service as set forth in section 58.00 (c)(2) of the Local Finance Law. Said Bonds shall mature on March 15 in each of the years and principal amounts as set forth below: $123,000 in the year 2010 $250,000 in the year 2021 220,000 in the year 2011 260,000 in the year 2022 230,000 in the year 2012 270,000 in the year 2023 180,000 in the year 2013 290,000 in the year 2024 185,000 in the year 2014 300,000 in the year 2025 195,000 in the year 2015 310,000 in the year 2026 205,000 in the year 2016 325,000 in the year 2027 215,000 in the year 2017 330,000 in the year 2028 225,000 in the year 2018 345,000 in the year 2029 230,000 in the year 2019 355,000 in the year 2030 240,000 in the year 2020 (b) The gross interest and net interest rate for the Bonds, following adjustment of the annual principal installments is: Gross Interest $2,678,083.75 Less Premium Bid Over Par 0.00 Net Interest Cost $2,678,083.75 Net Interest Rate 4.10540% 7. 1 thereupon returned to said other bidders the Good Faith Check (as defined in the Notice of Sale of the Town dated February 25, 2009) received, if any, with their aforesaid sealed bids. 8. Said Bonds will be delivered to the said successful bidder hereinabove referred to upon receipt of payment in accordance with the provisions of the Notice of Sale. IN WITNESS WHEREOF, I have hereunto set my hand as of the 10`h day of March, 2009 Q Supervisor TOWN 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 Certificate of Award of the Supervisor and the same is a true and complete copy of said Certificate filed with the Town Board on or before March 19, 2009. I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties delegated to the Supervisor by the resolutions cited in the Certificate of Determination referred to in said Certificate of Award, 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 day of March, 2009. (SEAL) Town Clerk 558534.1 032679 CERT UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE Section 1. Definitions "Annual Information" shall mean the information specified in Section 3 hereof. "GAAP" shall mean generally accepted accounting principles as in effect from time to time in the United States. "Holder" shall mean any registered owner of the Securities and any beneficial owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. "Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 1513(b)(1) of the Securities Exchange Act of 1934. "NRMSIR" shall mean each nationally recognized municipal securities information repository within the meaning of Rule 15c2-12. "Rule 15c2-12" shall mean Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof. "Securities" shall mean the Issuer's $5,283,000 Public Improvement Serial Bonds-2009, dated March 15, 2009, maturing in various principal amounts on March 15 in each of the years 2010 to 2030, inclusive, and delivered on the date hereof. "State Information Depository" shall mean the New York State Information Depository, if and when created. Section 2. Obligation to Provide Continuing Disclosure. (a) The Issuer hereby undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided either directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776: (i) to each NRMSIR and to the State Information Depository, no later than 180 days after the end of each fiscal year, the Annual Information relating to such fiscal year, together with audited financial statements of the Issuer for such fiscal year if audited financial statements are then available; provided, however, that if audited financial statements are not then available, unaudited financial statements shall be provided with the Annual Information, and audited financial statements, if any, shall be delivered to each NRMSIR and to the State Information Depository within thirty (30) days after they become available and in no event later than 360 days after the end of each fiscal year; and 558534.1 032679 CERT t (ii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information Depository, in a timely manner, notice of any of the following events with respect to the Securities, if material: (l) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Securities; (7) modifications to rights of Securities holders; (8) bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Securities; and (11) rating changes. (iii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information Depository, in a timely manner, notice of a failure to provide by the date set forth in Section 2(a)(i) hereof any Annual Information required by Section 3 hereof. (b) Nothing herein shall be deemed to prevent the Issuer from disseminating any other information in addition to that required hereby in the manner set forth herein or in any other manner. If the Issuer disseminates any such additional information, the Issuer shall have no obligation to update such information or include it in any future materials disseminated hereunder. (c) Nothing herein shall be deemed to prevent the Issuer from providing notice of the occurrence of certain other events, in addition to those listed above, if the Issuer determines that any such other event is material with respect to the Securities; but the Issuer does not undertake to commit to provide any such notice of the occurrence of any material event except those events listed above. 558534.1 032679 CERT ISection 3. Annual Information. (a) The required Annual Information shall consist of the financial information and operating data for the preceding fiscal year, in a form generally consistent with the information contained or cross-referenced in the Issuer's final official statement relating to the Securities under the headings: "The Town," "Economic and Demographic Information," "Indebtedness of the Town," " Finances of the Town," "Real Property Tax Information," and "Litigation and in Appendix A. (b) All or any portion of the Annual Information may be incorporated in the Annual Information by cross reference to any other documents which have been filed with (i) the NRMSIRs and the State Information Depository, or (ii) the Securities and Exchange Commission. If such a document is a final official statement, it also must be available from the MSRB. (c) Annual Information for any fiscal year containing any modified operating data or financial information (as contemplated by Section 7(e) hereof) for such fiscal year shall explain, in narrative form, the reasons for such modification and the effect of such modification on the Annual Information being provided for such fiscal year. If a change in accounting principles is included in any such modification, such Annual Information shall present a comparison between the financial statements or information prepared on the basis of the modified accounting principles and those prepared on the basis of the former accounting principles. Section 4. Financial Statements. The Issuer's annual financial statements for each fiscal year shall be prepared in accordance with GAAP as in effect from time to time. Such financial statements shall be audited by an independent accounting firm. Section 5. Remedies. If the Issuer shall fail to comply with any provision of this Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and may compel the Issuer or any such officers, agents or employees to perform and carry out their duties under this Undertaking; provided that the sole and exclusive remedy for breach of this Undertaking shall be an action to compel specific performance of the obligations of the Issuer hereunder and no person or entity shall be entitled to recover monetary damages hereunder under any circumstances. Failure to comply with any provision of this Undertaking shall not constitute an event of default on the Securities. Section 6. Parties in Interest. This Undertaking is executed and delivered solely for the benefit of the Holders. No other person shall have any right to enforce the provisions hereof or any other rights hereunder. Section 7. Amendments. Without the consent of any holders of Securities, the Issuer at any time and from time to time may enter into any amendments or changes to this Undertaking for any of the following purposes: (a) to comply with or conform to any changes in Rule 15c2-12 (whether required or optional); 558534.1 032679 CF R"r (b) to add a dissemination agent for the information required to be provided hereby and to make any necessary or desirable provisions with respect thereto; (c) to evidence the succession of another person to the Issuer and the assumption of any such successor of the duties of the Issuer hereunder; (d) to add to the duties of the Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer; (e) to modify the contents, presentation and format of the Annual Information from time to time to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the Issuer or to reflect changes in the identity, nature or status of the Issuer or in the business, structure or operations of the Issuer or any mergers, consolidations, acquisitions or dispositions made by or affecting any such person; provided that any such modifications shall comply with the requirements of Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such modification; or (f) to cure any ambiguity, to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, or to make any other provisions with respect to matters or questions arising under this Undertaking which, in each case, comply with Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such amendment or change; provided that no such action pursuant to this Section 7 shall adversely affect the interests of the Holders in any material respect. In making such determination, the Issuer shall rely upon an opinion of nationally recognized bond counsel. Section 8. Termination. This Undertaking shall remain in full force and effect until such time as all principal, redemption premiums, if any, and interest on the Securities shall have been paid in full or the Securities shall have otherwise been paid or legally defeased pursuant to the their terms. Upon any such legal defeasance, the Issuer shall provide notice of such defeasance to each NRMSIR or the MSRB, and the State Information Depository. Such notice shall state whether the Securities have been defeased to maturity or to redemption and the timing of such maturity or redemption. Section 9. Undertaking to Constitute Written Agreement or Contract. This Undertaking shall constitute the written agreement or contract for the benefit of Holders of Securities, as contemplated under Rule 15c2-12. Section 10. Governing Law. This Undertaking shall be governed by the laws of the State of New York determined without regard to principles of conflict of law. IN WITNESS WHEREOF, the undersigned has duly authorized, executed and delivered this Undertaking as of March 19, 2009. TOWN OF OUTIIOLD I'y Supervisor 558534.1 032679 CERT CLOSING CERTIFICATES RELATING TO THE BONDS OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK OFFICERS' CERTIFICATE AS TO SIGNATURES AND LITIGATION 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 "Issuer", HEREBY CERTIFY that on or before the date hereof, each of the Issuer's $5,283,000 Public Improvement Serial Bonds-2009 (the "Bonds"), dated March 15, 2009, and more fully described in Schedule X attached hereto and hereby made a part hereof, were duly and completely executed in the name and on behalf of the Issuer by the manual signatures of the undersigned officers of the Issuer, each of whom did and does hereby adopt such respective signatures, and the impressing thereon of the official seal of the Issuer, and that on the date hereof, we are the duly chosen, qualified and acting officers of the Issuer holding the respective offices indicated by the official titles set opposite our several signatures hereto, for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that the seal which is impressed upon this certificate has been impressed upon each of the Bonds and is the legally adopted, proper and only official corporate seal of the Issuer. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of said Bonds or the levy or collection of any taxes to pay the interest on or principal of said Bonds, or in any manner questioning the authority or proceedings for the issuance of said Bonds or the levy or collection 559534.1 032679 CEKT of said taxes, or relating to said Bonds or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Issuer nor the title of any of the present officers thereof to their respective offices is being contested, that no authority or proceedings for the issuance of said Bonds has or have been repealed, revoked or rescinded, and that no Bonds of the Issuer have been heretofore issued under or pursuant to such proceedings. IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed as of the 19th day of March, 2009. TERM OF OFFICE NAT OFFICIAL TITLE EXPIRES Supervisor December 31, 2011 oa -9d, Town Clerk December 31, 2009 (SEAL) I HEREBY CERTIFY that the signatures of the officers of the above-named Village, which appear above, are true and genuine and that I know said officers and know them to hold the respective offices set opposite their signatures. Si ture Title Name and ddress of Bank N (10 / ( 0 v1-e 1-9a '51(3 7 (y GuY ~jhi~ C~ G1(G ~1 Gi (GG~ ~7`~ f al d''1 C~~11 -71 558534.1 032679 CER F ATTORNEY'S CERTIFICATE I, Patricia A. Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, having offices at 53095 Main Road, Southold, New York, and am the duly chosen, qualified and acting Town Attorney of the Issuer hereinafter named, that I am familiar with the acts and proceedings heretofore had and or taken by said Issuer or by its officers relative to the authorization, sale and issuance of $5,283,000 Public Improvement Serial Bonds-2009, 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 "Issuer", all as described and set forth in Schedule X annexed hereto and by this reference made a part hereof; that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of said Bonds or the levy or collection of any taxes to pay the interest on or principal of said Bonds, or in any manner questioning the authority or proceedings for the issuance of said Bonds or for the levy or collection of said taxes, or relating to said Bonds or affecting the validity thereof or the levy or collection of said taxes; that neither the corporate existence or boundaries of the Issuer nor the title of any of the present officers thereof to their respective offices is being contested; and that no authority or proceedings for the issuance of said Bonds has or have been repealed, revoked or rescinded. I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any nature now pending or threatened by or against the Issuer, wherein an adverse judgment or ruling could have a material adverse impact on the financial condition of the Issuer or adversely affect the power of the Issuer to levy, collect or enforce the collection of taxes or other revenues for the payment of the Bonds, which has not been disclosed in the Official Statement relating to the Bonds. IN WITNESS WHEREOF, I ba hereunto set my hand as of the 19th day of Maq`c , 2009. To n for e 558534.1 032679 CERT CERTIFICATE OF DELIVERY AND PAYMENT I, SCOTT A. RUSSELL, the duly elected, qualified and acting Supervisor of the Issuer hereinafter named, HEREBY CERTIFY that on the 19th day of March, 2009, 1 delivered or caused to be delivered to Roosevelt & Cross, Inc., and Associates, New York, New York, the purchaser thereof, $5,283,000 aggregate principal amount of Public Improvement Serial Bonds-2009 (the "Bonds") 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 "Issuer", each duly and completely executed by or on behalf of the Issuer and all as described and set forth in Schedule X annexed hereto and by this reference made a part hereof, and that at or before the time of such delivery of said Bonds, I received from said purchaser the following amounts: Received prior to such delivery $ 105,660.00 Received at time of such delivery $5,179,655.38 Total amount received .....................................................................$5,285,315.38 being full payment for said Bonds in accordance with the contract of sale thereof, computed as follows: Contract Price $5,283,000.00 Interest on said Bonds accrued to the date of delivery 2,315.38 Total $5,285,315.38 I FURTHER CERTIFY that at the time of such delivery of said Bonds, a written opinion was rendered by the law firm of Hawkins Delafield & Wood LLP, dated as of the date of such delivery, as to the validity of said Bonds, said opinion (except as to omission of the date of such delivery) having been printed on each of said Bonds. IN WITNESS WHEREOF, I have hereunto set my hand as of the 19th day of March, 2009. Supervisor 558534.1 032679 CERT SCHEDULE X Bonds of the TOWN OF SOUTHOLD, NEW YORK, substantially in form, and offered for sale and sold, as provided by the Certificate of Determination executed by the Supervisor as of February 25, 2009 and to be delivered thereunder in the aggregate principal amount of $5,283,000. Number of Issues: 1 Amount and Title: $5,283,000 Public Improvement Serial Bonds-2009 Dated: March 15, 2009 Denominations, Numbers and Letters: In the form of registered Bonds without coupons in denominations of $5,000 or integral multiples thereof, except for one necessary odd denomination, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, numbered separately and consecutively upward with the letter "R" prefixed thereto. Place of Payment of The office of the Town Clerk, Town of Southold, Principal and Interest: Town Hall, 53095 Main Road, Southold, New York (the "Fiscal Agent"). Interest payable by wire transfer or in clearinghouse funds by the Town or its agent on each interest payment date to the person in whose name the bond is registered at the address shown on the registration book maintained by the Fiscal Agent as of the close of business on the last day of the month preceding each such interest payment date Maturities, Interest Rates and Payment Dates Mature on March 15 in the principal amounts in each of the following years and bear interest at the respective rates per annum, payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity, as set forth below: 559534.1 032679 CERT Year of Principal Interest Year of Principal Interest Maturity Amount Rate Maturity Amount Rate 2010 $123,000 3.00% 2021 $250,000 4.00% 2011 220,000 100 2022 260,000 4.00 2012 230,000 3.00 2023 270,000 4.00 2013 180,000 3.00 2024 290,000 4.00 2014 185,000 4.00 2025 300,000 4-1/8 2015 195,000 4.00 2026 310,000 4-1/8 2016 205,000 4.00 2027 325,000 4.25 2017 215,000 4.00 2028 330,000 4.25 2018 225,000 4.00 2029 345,000 4.25 2019 230,000 4.00 2030 355,000 4-3/8 2020 240,000 4.00 The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption. The Bonds shall be redeemable prior to maturity upon the giving of notice which identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal Agent at least 30 days prior to the dates set for any such redemption. If notice of redemption shall have been given as aforesaid, the Bonds so called for redemption shall become due and payable at the applicable redemption price on the redemption date designated in such notice, and interest on such Bonds shall cease to accrue from and after such redemption date. 558534.1 032679 C3R1 ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, SCOTT A. RUSSELL, Supervisor of the Town of Southold (the "Issuer"), in the County of Suffolk, New York, HEREBY CERTIFY with respect to the Issuer's $5,283,000 aggregate principal amount Public Improvement Serial Bonds-2009 (the "Bonds"), dated March 15, 2009 and issued on March 19, 2009, as follows: Unless the context clearly requires otherwise, all capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit A attached hereto or in the Resolutions, the Code or the Regulations (each as defined in Exhibit A): ARTICLE I GENERAL 1.1. Authority of Si natory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Bonds 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 Bonds. The Issuer represents that the Bonds 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 Bonds. 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 Bonds. The provisions of this Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Bonds by the purchaser(s) thereof. 1.4. No Hedge Bonds. The Issuer reasonably expects that 85% of the Spendable Proceeds of the Bonds will be expended for governmental purposes within 3 years of the Issue Date. In addition, not more than 50% of the Proceeds of the Bonds 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. 558534.1 032679 CER I' 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 Bonds will not be used in a manner that would cause the Bonds to be Arbitrage Bonds under Section 148 of the Code or Private Activity Bonds under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.6. No Composite Issue. No other tax-exempt governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Bonds, pursuant to the same plan of financing which are expected to be paid from substantially the same source of funds as the Bonds. 1.7. Registration. The Bonds will be issued in registered form. 1.8. No Federal Guarantee. The Issuer represents and covenants that, except for the gross proceeds of the Bonds 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 2113(d)(3) of the Federal Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 2113(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 Bonds 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 Bonds 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 Bonds will be excluded from gross income of the owners of the Bonds 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 Bonds 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 Bonds. 558534.1 032679 CERT 1. 12. IRS Form 8038-G. The Issuer will file IRS Form 8038-G, set forth as part of the record of proceedings for the Bonds, by the 15th day of the second month after the calendar quarter in which the Bonds are issued. ARTICLE 11 USE OF PROJECT AND PROCEEDS 2.1. Authorization. (a) The Bonds are authorized to be issued pursuant to applicable provisions of the laws of the State of New York and three bond resolutions duly adopted by the Town Board on their respective dates (the "Resolution'), as referred to in the Certificate of Determination executed by the President of the Town Board as of February 25, 2008. (b) For purposes of this Article 11, the term "Original Proceeds" means the Sale Proceeds received (or deemed to be received) by the Issuer from the sale of the Bonds net of the amount used or to be used for the payment of all costs and expenses associated with issuing the Bonds, and excluding accrued interest. 2.2. Purpose of Issue. The Bonds are being issued for various public improvements in and for the Town (the "Project'), as further described in the Resolution. The portion of the Bonds being issued to finance the New Project is called the "New Money Bonds." The portion of the Bonds being issued to refinance the Prior Project is called the "Current Refunding Bonds." 2.3. Use of Original Proceeds. (a) The Original Proceeds of the New Money Bonds in the amount of $5,000,000 shall be used to provide original financing for the Project. (b) The Original Proceeds of the Current Refunding Bonds in the amount of $283,000, along with $60,300 in funds available therefor, will be used to redeem bond anticipation notes in the aggregate principal amount of $343,300 (the "Prior Issues"), heretofore issued to finance the Prior Projects. The costs of the Project to be financed or refinanced with the Original Proceeds of the Bonds are Capital Expenditures. None of such costs are Working Capital Expenditures. 2.4. Ownership/Lease/Sale. The Project will be owned by the Issuer and will not be leased to any person who is not a state or local governmental unit. It will not be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the last maturity date of the Bonds. 15. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the Proceeds of the Bonds will be used directly or indirectly to make loans to persons other than a state or local governmental unit. 2.6. Private Use. Either (a) the aggregate amount of the Proceeds of the Bonds used directly or indirectly in a trade or business carried on by a person other than a state or local 558534.1 032679 CERT governmental unit ("Private Use") will not exceed 10% of such Proceeds or (b) not more than 10% of the principal and interest due on the Bonds during the term of the Bonds, under the terms of the Bonds or any underlying arrangement, directly or indirectly, (i) will be 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 (ii) will 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. None of the Proceeds of the Bonds will be used directly or indirectly in the trade or business of a person other than a state or local 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 above which meets this test. For purposes of this Certificate, Proceeds of the Bonds are allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and Proceeds of the Bonds are allocable to a disproportionate related Private Use to the extent that the Proceeds of the Bonds which are to be used to finance property used by a person other than a state or local governmental unit 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 Bonds which are to be used for the governmental use to which such Private Use relates. 2.8. Private Use Defined. For purposes of Sections 2.6 and 2.7 above, unless otherwise provided in this Certificate, 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 or any portion of the Project by a person or persons who are not state or local governmental units on a basis different than the general public. The Issuer has not and will not enter into any such contract or arrangement without first consulting with Bond Counsel. 2.9. Reimbursement. Proceeds of the Bonds used to reimburse the Issuer for amounts expended in anticipation of the issuance-of the Bonds are considered expended on the date of the reimbursement but only if (i) a declaration of intent to reimburse such expenditure is made prior to or within 60 days after the date of the original expenditure (except for certain preliminary expenditures described in Section 1.150-2(0(2)) of the Regulations), and (ii) the reimbursement is made within 18 months of the later of the placed-in-service date of the Project or the date of the original expenditure (but in no event more than three years after the original expenditure was paid). The expenditures to be reimbursed are Capital Expenditures. The Issuer will not use any Proceeds of the Bonds for any reimbursement purpose that does not otherwise qualify as an expenditure pursuant to Section 1.150-2 of the Regulations or prior law, as applicable. 558534.1 032679 CER I ARTICLE III ARBITRAGE 3.1. Temporary Period-Refunding. With respect to the Current Refunding Bonds and the Prior Issue: (a) All of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended will be treated as Transferred Proceeds of the Current Refunding Bonds as of the date the Prior Issue is redeemed. 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 Bonds. (b) A portion of the Proceeds of the Current Refunding Bonds will be used to refund the Prior Issue within 90 days of the Issue Date. Such Proceeds and any related Investment Proceeds may be invested during such time without restriction as to Yield. The balance of the Proceeds of the Current Refunding Bonds will be used to pay cost of issuance of the Current Refunding Bonds. Such Proceed and any related Investment Proceeds may be invested for a period of thirteen months after the Issue Date without restriction as to Yield. 3.2. Temporary Period-New Money. With respect to the New Money Bonds: (a) The Issuer has entered into or will enter into within six months from the Issue Date, binding commitment(s) for the acquisition, construction or accomplishment of the New Project, and the amount of such commitment(s) with respect to the New Project will or do exceed the amount equal to 5% of the Sale Proceeds of the New Money Bonds. (b) In the event the New Project has not been completed, work on the acquisition, construction or accomplishment of the New Project will proceed or is proceeding with due diligence to completion and the Sales Proceeds of the New Money Bonds will be expended with due diligence. (c) The Issuer reasonably expects that at least 85% of the Sale Proceeds of the New Money Bonds will be expended within three years from the Issue Date. (d) The Sale Proceeds and Investment Proceeds of the New Money Bonds may be invested without restriction as to Yield for a temporary period of three years from the Issue Date, subject to the rebate requirements, if any, set forth in Article IV of this Certificate. 13. No Overissuance. The Sale Proceeds of the Bonds do not exceed the total cost of the New Project, the amount required to refund the Prior Issue and the amount required to pay costs of issuance of the Bonds. 3.4. Source of Repayment Funds. The Bonds will be paid from taxes and other revenues of the Issuer. 558534.1 032679 CERT 3.5. Debt Service Fund. The taxes and revenues used to pay principal and interest on the Bonds, whether or not deposited in a debt service fund (the "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 Bonds. 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 Bond Year or one-twelfth of the debt service on the Bonds for the immediately preceding Bond Year. 3.6 Sinking Funds. Except for the Debt Service Fund described in Section 3.5 above, the Issuer has not created or established, and does not expect to create or establish, any sinking fund, debt service reserve fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Bonds. 3.7. Universal Cap. On each Valuation Date, the Issuer will value the Universal Cap and the Nonpurpose Investments allocable to the Bonds under the Universal Cap. Nonpurpose Investments in a bona fide debt service fund such as the Debt Service Fund described in Section 3.5 above do not reduce the aggregate value of Nonpurpose Investments that may be allocated to the Bonds under the Universal Cap. Nonpurpose Investments cease to be allocated to the Bonds to the extent such Nonpurpose Investments have been expended for the governmental purpose of the Bonds, or to the extent the Value of such investments exceeds the value permitted to be allocated to the Bonds under the Universal Cap. To the extent Nonpurpose Investments cease to be allocated to the Bonds and the Value of the Universal Cap exceeds the Value of the remaining Nonpurpose Investment allocated to the Bonds, other Nonpurpose Investments may become allocated to the Bonds, provided that such Nonpurpose Investments are not already properly allocated to another bond issue and provided that such allocation does not cause the Value of Nonpurpose Investments allocated to the Bonds to exceed the Universal Cap. Generally, if Gross Proceeds of the Bonds invested in Nonpurpose Investments exceed the Universal Cap on a Valuation Date, such Nonpurpose Investments cease to be allocated to the Bonds in the following order: (i) amounts allocable to Replacement Proceeds, (ii) amounts allocable to Transferred Proceeds, (iii) amounts allocable to Sale Proceeds and Investment Proceeds of the Bonds. Where a Nonpurpose Investment ceases to be allocated to the Bonds, such Nonpurpose Investment may be reallocated under the Universal Cap calculated with respect to another bond issue. A Nonpurpose Investment which is reallocated to another bond issue may be valued under the same valuation method pursuant to which it was valued for purposes of applying the Universal Cap with respect to the Bonds. Notwithstanding anything in this Certificate to the contrary, the failure to perform the determination of Nonpurpose Investments allocable to the Bonds as of a Valuation Date will 558534-1 032679 CERT not be considered a violation of this provision if the Value of Nonpurpose Investments allocated to the Bonds did not exceed the Value of the Bonds outstanding on such date. 3.8. Yield. When used in this Certificate, the term Yield is computed as described in the Regulations and, in connection with the Bonds or any investment acquired with the Gross Proceeds of the Bonds, refers to the Yield computed by the actuarial or present worth method using a 360-day year and semiannual compounding, and means that discount rate which, when used in computing the Present Value of all payments of principal and interest to be paid on an obligation, produces an amount equal to, in the case of the Bonds, the Issue Price of the Bonds with certain adjustments as required by the Regulations, and in the case of an Investment, the purchase price of such Investment. The underwriters of the Bonds have made certain representations regarding the Issue Price of the Bonds, which representations are included as part of the record of legal proceedings relating to the Bonds. The Yield on the Bonds is as shown in Form 8038-G. The Issuer will not enter into any hedge, contract to sell call right options or other arrangement with respect to the Bonds without first consulting with Bond Counsel. 3.9. Yield Reduction Payments. The Issuer may make Yield Reduction Payments, as such term is defined in the Regulations, to the Internal Revenue Service for the purpose of reducing the Yield on investments under certain circumstances. The Issuer will consult with Bond Counsel prior to making any such payments. 3.10. No Replacement Proceeds. The weighted average maturity of the Bonds, as set forth in the Form 8038-G, does not exceed 120 percent of the average reasonably expected useful life of the Project. 3.11. Investments at Fair Market Value. The Issuer has not entered and will not enter into any transaction to reduce the Yield on the investment of the Gross Proceeds of the Bonds in such a manner that the amount to be rebated to the Federal government pursuant to Article IV below is less than it would have been had the transaction been at arm's length and the Yield of the Bonds not been relevant to either party to the transaction. All investments of Gross Proceeds of the Bonds will be made on an arms' length, Fair Market Value basis. ARTICLE IV REBATE 4.1. Rebate Compliance. The Issuer understands that the continued non- inclusion of interest on the Bonds for purposes of federal income taxation depends, in part, upon compliance with the arbitrage limitations imposed by Section 148 of the Code, including, the rebate requirements described in Sections 4.3 and 4.5 below with respect to the Bonds (and the Prior Issue) unless the Issuer complies with Sections 4.2(a) and 4.2(b) below or qualifies for one or more of the rebate exceptions described in Section 4.4 below. 4.1 Rebate Options With respect to the investment of the Proceeds of the Bonds, the Issuer will- 558534.1 032679 CERT (a) invest all Gross Proceeds of the Bonds at all times from the Issue Date until expended in Investments not constituting Investment Property for purposes of Section 148 of the Code such as obligations of a state or of a political subdivision of a state, the interest on which is excluded from gross income for purposes of Federal income taxation under Section 103 of the Code and is not a preference item for purposes of the alternative minimum tax imposed by Section 55 of the Code, (b) invest all Gross Proceeds of the Bonds in obligations having a Yield that does not exceed the Yield on the Bonds, or (c) comply with the provisions regarding rebate or qualify for one or more of the exceptions to rebate as described in this Article IV. 4.3. Rebate Requirement for the Bonds. Section 148(f) of the Code requires the payment to the United States of the excess of the amount earned on the investment of Gross Proceeds in Nonpurpose Investments over the amount that would have been earned had the amount so invested been invested at a rate equal to the Yield on the Bonds, together with any income attributable to such excess. Except as provided in Section 4.4 below, all Gross Proceeds of the Bonds are subject to this requirement. In order to meet the rebate requirement of the Code, the Issuer will take the following actions: (a) Record of Investments. The Issuer will record the date of receipt, amount and source of any Gross Proceeds, e.g., Proceeds from the sale of the Bonds, loan repayments, investment earnings and Transferred Proceeds. For each Nonpurpose Investment acquired with or allocated to Gross Proceeds of the Bonds, the Issuer will record the purchase date or allocation date of such investment, its purchase price (excluding any broker or dealer's commission or discount), or, if not acquired directly with Gross Proceeds, its value on the date the Nonpurpose Investment is allocated to Gross Proceeds, accrued interest due on its purchase date or allocation date, its face amount, its coupon rate, its Yield, the frequency of its interest payment, its disposition price (excluding any broker or dealer's commission or discount), the accrued interest due on its disposition date and its disposition date. In addition, the Issuer will record the date and amount of all expenditures of Gross Proceeds of the Bonds, including expenditures for rebate, other than expenditures to acquire Investments. (b) Computation of Rebate Amount. Subject to the special rules set forth in Section 4.4 below, the Issuer will determine the Rebate Amount on each Computation Date. The Rebate Amount as of any Computation Date is the excess of the Future Value of all receipts with respect to Nonpurpose Investments over the Future Value of all payments with respect to the purchase of Nonpurpose Investments or the allocation of such investments to the Gross Proceeds of the Bonds, determined as of each Computation Date. To the extent amounts received from Investments are reinvested, these amounts may be netted against each other and not taken into account in the Computation of Rebate Amount. The Issuer will determine the nonpurpose receipts and nonpurpose payments as described below (i) Receipts. Receipts with respect to Nonpurpose Investments include (A) amounts actually or constructively received from a Nonpurpose Investment (including amounts 558534.1 032679 C17RT treated as received from a commingled fund), such as earnings and return of principal, (B) for a Nonpurpose Investment that ceases to be allocated to the Bonds before its disposition or redemption date (e.g., an Investment that becomes allocable to transferred proceeds of another issue or that ceases to be allocable to the Bonds pursuant to the Universal Cap under Section 1.148-6 of the Regulations) or that ceases to be subject to the rebate requirement on a date earlier than its disposition or redemption date (e.g., an investment allocated to a fund initially subject to the rebate requirement but that subsequently qualifies as a bona fide debt service fund), the Value of that Nonpurpose Investment on that date; (C) for a Nonpurpose Investment that is held at the end of a Computation Period, the Value of that Investment at the end of that period, and (D) any recovery of an overpayment of rebate. (ii) Payments. Payments with respect to Nonpurpose Investments include: (A) amounts actually or constructively paid to acquire a Nonpurpose Investment (or treated as paid to a commingled fund); (B) for a Nonpurpose Investment that is first allocated to the Bonds on a date after it is actually acquired (e.g., an investment that becomes allocable to Transferred Proceeds or to Replacement Proceeds) or that becomes subject to the rebate requirement on a date after it is actually acquired (e.g., an Investment allocated to a reasonably required reserve or replacement fund for a Construction Issue at the end of the 2-year spending period), the Value of that Investment on that date; (C) for a Nonpurpose Investment that was allocated to the Bonds at the end of the preceding Computation Period, the Value of that Investment at the beginning of the Computation Period; (D) on the fifteenth day of each Bond Year during which there are amounts allocated to Gross Proceeds of the Bonds that are subject to the rebate requirement, and on the final maturity date, a Computation Credit of $1,000; (E) Yield Reduction Payments on Nonpurpose Investments made pursuant to Section 1.148-5(c) of the Regulations, and (F) payments of rebate amounts when made. 4.4. Exceptions to Rebate Requirement. Notwithstanding anything in Section 4.3 above to the contrary, some or all of the Gross Proceeds of the Bonds are not subject to the rebate requirement if the conditions described below are satisfied. (a) Exception for Gross Proceeds Entirely Spent Within Six Months. If all of the Gross Proceeds of the New Money Bonds or the Current Refunding Bonds (other than amounts in the Debt Service Fund and proceeds of the Prior Issue that become Transferred Proceeds of the Current Refunding Bonds), as the case may be, including investment earnings received with respect to all funds and accounts established with respect to the Bonds except the Debt Service Fund, have been expended for the governmental purpose of the New Money Bonds or the Current Refunding Bonds, as the case may be, within six months (or alternatively with respect to the Gross Proceeds of the New Money Bonds, 95% within six months and 100% within one year) after the Issue Date, then the only Nonpurpose Investments to be taken into account in the calculation of the Rebate Amount with respect to the New Money Bonds or the Current Refunding Bonds, as the case may be, are any Gross Proceeds of the New Money Bonds or the Current Refunding Bonds, as the case may be, arising after such six months which were not reasonably anticipated as of the Issue Date and proceeds of the Prior Issue that become Transferred Proceeds of the Current Refunding Bonds unless such Transferred Proceeds qualify for one or more of the rebate exceptions applicable to the Prior Issue. The existence of sinking fund or pledged fund proceeds or the expectation that such proceeds will arise within six months 558534.1 032679 CERT of the Issue Date will make the six-month expenditure exception to rebate inapplicable. For purposes of this exception, Gross Proceeds used to pay principal of the Bonds are not treated as expended for the governmental purpose of the Bonds. (b) Exception for Gross Proceeds Entirely Spent Within Eighteen Months. If all of the Gross Proceeds of the New Money Bonds (other than amounts in the Debt Service Fund), including investment earnings received with respect to all funds and accounts established with respect to the New Money Bonds except the Debt Service Fund, have been expended for the governmental purpose of the New Money Bonds in accordance with the following schedule measured from the Issue Date: (a) at least 15 percent within 6 months (the "first spending period"), (b) at least 60 percent within 12 months (the "second spending period"), and (c) 100 percent within 18 months (the "third spending period"), then the only Nonpurpose Investments to be taken into account in the calculation of the Rebate Amount with respect to the New Money Bonds are any Gross Proceeds arising after such 18 months which were not reasonably anticipated as of the Issue Date. The existence of sinking fund or pledged fund proceeds or the expectation that such proceeds will arise within eighteen months of the Issue Date will make the eighteen-month expenditure exception to rebate inapplicable. For purposes of this exception, Gross Proceeds used to pay principal of the Bonds are not treated as expended on the governmental purpose of the issue. For purposes of determining compliance with the first two spending periods, the amount of Investment Proceeds included in Gross Proceeds of the New Money Bonds is determined based on the Issuers's reasonable expectations on the Issue Date. The spending requirement for the third spending period is, nevertheless, satisfied if the unspent amount is a result of a Reasonable Retainage as defined in Section 1.148-7(h) of the Regulations as modified by Section 1,148-7(d)(2) of the Regulations and such unspent amount is expended within 30 months of the Issue Date. The spending requirement for the third spending period is also, nevertheless, satisfied if the Issuer exercises due diligence to complete the New Project and the unspent amount does not exceed the lesser of 3% of the Issue Price of the New Money Bonds or an amount equal to the product of $250,000 times the ratio of the Issue Price of the New Money Bonds over the Issue Price of the Bonds. (c) Exception for Gross Proceeds Entirely Spent Within Twenty-Four Months. The Issuer reasonably expects the New Money Bonds to qualify as Construction Bonds because at least seventy-five percent (75%) of the Available Construction Proceeds are to be used for expenditures of construction, reconstruction or rehabilitation of property which is owned by the Issuer. If all of the Available Construction Proceeds of the New Money Bonds have been expended for the governmental purpose of the New Money Bonds in accordance with the following schedule measured from the Issue Date: 10% within 6 months (the "first spending period"), 45% within 12 months (the "second spending period"), 75% within 18 months (the "third spending period") and 100% within 24 months (the "fourth spending period"), then no Nonpurpose Investments are to be taken into account in the calculation of the Rebate Amount with respect to the New Money Bonds. For purposes of this exception, Available Construction Proceeds used to pay principal of bonds are not treated as expended on the governmental purpose of the New Money Bonds. For purposes of determining compliance with the first three spending periods, the amount of Investment Proceeds included in Available Construction Proceeds of the New Money Bonds is determined based on the Issuers's reasonable expectations on the Issue Date. The spending requirement for the fourth spending period is, nevertheless, satisfied if the 558534.1 032679 CER? unspent amount is a result of a Reasonable Retainage as defined in Section 1.148-7(h) of the Regulations and such unspent amount is expended within 36 months of the Issue Date. The spending requirement for the fourth spending period is also, nevertheless, satisfied if the issuer exercises due diligence to complete the New Project and the unspent amount does not exceed the lesser of 3% of the Issue Price of the New Money Bonds or an amount equal to the product of $250,000 times the ratio of the Issue Price of the New Money Bonds over the Issue Price of the Bonds. In connection with this rebate exception, the Issuer elects to pay the Rebate Amount calculated for the period starting from the Issue Date in the event of noncompliance with the two (2) year phased expenditure requirement. (d) Debt Service Fund Exception. If the average maturity of the Bonds is at least 5 years and the rates of interest do not vary during the term of the Bonds, then any amount earned on the Debt Service Fund (including amounts representing accrued interest but excluding amounts representing capitalized interest) will not be taken into account in determining the Rebate Amount. 4.5. Payment to United States. (a) If the Issuer is required to make a rebate payment to the United States. Unless the Bonds are redeemed prior to such time, the Issuer will pay to the United States, not later than 60 days after each Installment Computation Date, an amount which, when added to previous rebate payments made with respect to the Bonds, is equal to not less than 90 percent of the Rebate Amount, less the Computation Date Credit. The Issuer will pay to the United States, not later than 60 days after the Bonds are fully paid or redeemed, 100 percent of the Rebate Amount, less the Computation Date Credit. If the final rebate payment is made within 60 days after the Final Computation Date, interest on the Rebate Amount will be deemed to accrue at the underpayment rate under Section 6201 of the Code, beginning on the date the Rebate Amount is due and ending on the date 10 days before it is paid. (b) The Issuer will mail each payment to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255. Each payment shall be accompanied by the copy of the Form 8038-T and the Form 8038-G or 8038-GC filed with respect to the Bond issue and a statement identifying the Issuer and the Bonds, including the CUSIP number for the Bond with the latest maturity for which there is a CUSIP number. 4.6 Recordkeeping. In connection with rebate requirement, the Issuer will maintain the following records: (a) The Issuer will retain records of the determinations made pursuant to Section 4.3 until six years after the retirement of the last obligation of the issue. (b) The Issuer will record all amounts paid to the United States pursuant to Section 4.5. 558534. 1032679 CERT 43. Rebate Regarding Prior Issues. The Issuer understands that it must make a final rebate accounting and submit a Form 8038-T, if applicable, to the Internal Revenue Service with any required rebate or penalty payments within 60 days of the final redemption date of the Prior Issue with respect to the Prior Issue being refunded with Proceeds of the Current Refunding Bonds. ARTICLE V BANK QUALIFICATION 5.1. Desi ng ation. The Bonds are hereby designated as "qualified tax-exempt obligations" pursuant to the provisions of Section 265 of the Code. In making such designation it has been determined with respect to the Current Refunding Bonds that the Bonds currently refund the Prior Issue and that (i) the Prior Issue was designated as a "qualified tax-exempt obligation", (ii) the aggregate face amount of the Bonds do not exceed $30,000,000; (iii) the Prior Issue had a weighted average maturity of 3 years or less; (iv) the maturity date of the Bonds, as measured from the original date of issuance of the notes issued pursuant to the Resolutions, in renewal of which such Bonds are being issued, does not exceed 30 years; and (v) 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." In making such designation it has been determined with respect to the New Money Bonds that: (i) the Issuer does not reasonably anticipate that the amount of "qualified tax- exempt obligations" to be issued by the Issuer during the current calendar year will exceed $30,000,000, and (ii) the amount of "qualified tax-exempt obligations" issued by the Issuer during the current calendar year does not as of this date, and including this issue, exceed $30,000,000. 558534.] 032679 CERT IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, as of the 19th day of March, 2009. (SEAL) Supervisor Exhibit A Definitions (This exhibit includes definitions of certain terms which may not be used in the Issuer's Arbitrage and Use of Proceeds Certificate) "Available Construction Proceeds" means the Issue Price of the Construction Bonds (i) plus earnings on the Issue Price and on amounts in any reserve fund not funded from bond proceeds, and earnings on such earnings and (ii) less the amount of the Issue Price representing a reasonably required reserve or replacement fund and costs of issuance funded with proceeds received from the sale of the Bonds. For purposes of this definition earnings include earnings on any tax-exempt bond. If only a portion of the Bonds constitute Construction Bonds, a pro-rata portion of the above-described amount will constitute available construction proceeds. Pre-issuance accrued interest and earnings thereon may be disregarded. "Bona Fide Debt Service Fund" means a fund, which may include proceeds of an issue, that is used primarily to achieve a proper matching of revenues with principal and interest payments within each Bond Year and is depleted at least once each Bond Year except for a reasonable carry over amount (not in excess of the earnings on the fund for the immediately preceding Bond Year or one-twelfth of the principal and interest payments on the issue for the immediately preceding Bond Year). "Bond Counsel" means any nationally recognized attorney or firm of attorneys, knowledgeable in the requirements of the Code, and the Regulations, and retained by the Issuer. "Bond Year" means each one-year period (or shorter period) from the date of issue that ends at the close of business on the day in the calendar year selected by the Issuer which day is no later than the fifteenth day within one year of the issue date of the Bonds. "Bonds" means the $5,283,000 Public Improvement Serial Bonds-2009, dated March 15, 2009. "Capital Expenditure" means any costs of a type that is properly chargeable to capital account (or would be so chargeable with a proper election or by virtue, based on all the facts and circumstances, of a facility having reached a degree of completion which would permit its operation at substantially its design level and the facility is, in fact, in operation at such level) under general federal income tax principles, e.g., costs incurred to acquire, construct or improve land, buildings, and equipment are generally capital expenditures. Whether an expenditure is a 558534.1 032679 CERT capital expenditure is determined at the time the expenditure is paid with respect to the property. Future changes in law do not affect whether an expenditure is a capital expenditure. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means any Installment Computation Date or the Final Computation Date. "Computation Date Credit" means, for any issue of obligations, an amount equal to the Future Value of $1,000 for each Bond Year during which there are gross proceeds of the Bonds on a Computation Date other than the Final Computation Date, and $1,000 on the Final Computation Date. "Computation Period" means the period beginning on the day following a Computation Date (or in the case of the first period, the date of issuance of the Bonds) and ending on the next succeeding Computation Date. "Construction Bonds" means an issue in which all of the bonds are either (i) Governmental Bonds; (ii) Qualified 501(c)(3) bonds or (iii) Private Activity Bonds to finance property owned by a governmental unit or a 501(c)(3) organization, if at least 75 percent of the Available Construction Proceeds of the issue are to be used, or are expected to be used for Construction Expenditures for property which is owned by a governmental entity or a 501(c)(3) organization. "Construction Expenditures" means Capital Expenditures which are properly chargeable to or may be capitalized as part of the basis of (a) real property other than expenditures for the acquisition of any interest in land or any interest in real property other than land, (b) Constructed Personal Property, or (c) specially developed computer software that is functionally related and subordinate to real property or Constructed Personal Property. Construction Costs may include the acquisition of an interest in real property (other than land) if such acquisition is pursuant to a contract which requires the seller to build or install the property (e.g., a "turnkey" contract) and the property has not been built or installed at the time the parties enter into the contract. For purposes of this definition, real property means land improvements, buildings, other inherently permanent structures, including items that are structural components of such buildings or structures, wiring in a building, plumbing systems, central heating or central air-conditioning systems, pipes or ducts, elevators or escalators installed in a building, paving parking areas, roads, wharves and docks, bridges, and sewage lines. 558534.1 032679 CERT "Fair Market Value" of an Investment shall have the following meanings: (a) In General. Except as elsewhere specifically stated below, the Fair Market Value of an Investment is the price at which a willing buyer would purchase the Investment from a willing seller in a bona fide, arm's -length transaction. (b) United States Treasury Obligation. The Fair Market Value of a United States Treasury Obligation that is purchased directly from the United States Treasury is its purchase price. (c) Certificate of Deposit. The Fair Market Value of a certificate of deposit with a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal is its purchase price provided, the Yield on the certificate of deposit is not less than (i) the Yield on reasonably comparable direct obligations of the United States and (ii) the highest Yield published by the provider and currently available from the provider on reasonably comparable certificates of deposit offered to the public. (d) Guaranteed Investment Contracts. The Fair Market Value of a guaranteed investment contract is its purchase price, provided (i) the Issuer makes a bona fide solicitation for such contract and receives at least three bona fide bids from providers with no material interest in the issue; (ii) the Issuer purchases the highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker's fees), (iii) the Yield on such contract (determined net of broker's fees) is not less than the Yield then available from the provider on reasonably comparable investment contracts, if any, offered to other persons from a source of funds other than gross proceeds of tax-exempt bonds; (iv) the determination of the terms of a guaranteed investment contract takes into account as a significant factor the Issuer's reasonably expected drawdown schedule for amounts to be invested, exclusive of float and reserves, (v) the terms of the contract, including collateral security requirements are reasonable, and (vi) the obligor certifies the administrative costs it is paying to third parties in connection with the contract. To the extent that the administrative cost does not exceed the lesser of a reasonable amount based on what would be charged for the same or comparable investment acquired with a source of funds other than Gross Proceeds of tax exempt bonds or the Present Value of annual payments equal to five one-hundredths of one percent (0.05%) of the weighted average amount reasonably expected to be invested each year of the contract, it may be taken into account in determining Yield, with the effect that it will increase the payments for, or decrease the receipts from, Investments. For this purpose, Present Value is to be computed using the taxable discount rate used by the parties to compute the commission or, if not readily ascertainable, a reasonable taxable discount rate. "Final Computation Date" means the day the last Bond that is part of the Bonds is discharged. "Future Value" or "FV" of a payment or receipt means the amount, determined by using the economic accrual method (the method of computing yield based on the 558534.1 032679 CERT compounding of interest at the end of each compounding period), equal to the value of such payment or receipt at the time it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the yield on the issue, using the same compounding interval and financial conventions used to compute yield. "Governmental Bonds" means bonds which are not Private Activity Bonds. "Gross Proceeds" means Sale Proceeds, Transferred Proceeds, Investment Proceeds and Replacement Proceeds. "Issue Date" means March 15, 2009, the date on which the Bonds are delivered to the underwriters and payment of the purchase price of the Bonds is received by the Issuer. "Issue Price" when used in connection with an issue of publicly offered obligations (determined separately for obligations included in the issue that are not substantially identical) is the first price at which at least ten percent of each maturity of the obligations are sold to the public. Bond house, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers are not included in the definition of "public" for purposes of the preceding sentence. If the obligations are privately placed, the Issue Price is the price paid for them by the first buyer. The Issue Price of obligations that are publicly offered in a bona fide public offering is determined on the basis of actual facts and reasonable circumstances existing on the sale date unadjusted for subsequent occurrences. "Installment Computation Date" means the fifteenth day of the fifth Bond Year and the fifteenth day of each succeeding fifth Bond Year (until and excluding the Final Computation Date) and, if the Issuer so elects, the fifteenth day of any Bond Year. "Investment" means (i) any security (within the meaning of Section 165(g)(2)(A) or (B) of the Code, (ii) any obligation (other than tax-exempt obligations which are not "specified private activity bonds" within the meaning of Section 57(a)(5)(C) of the Code), (iii) any annuity contract within the meaning of Section 72 of the Code, (iv) any residential real property for family units not located within the jurisdiction of the Issuer and which is not required to implement a court-ordered or approved housing desegregation plan or (v) any investment-type property that is held as a passive vehicle for the production of income, including any prepayment for property or services if a principal purpose of prepayment is to receive an investment return from the time the prepayment is made until the time payment would otherwise have been made. 558534,1 032679 CERT "Investment Proceeds" means any amounts actually or constructively received from investing proceeds of the Bonds. "Issuer" means Town of Southold, in the County of Suffolk, New York. "Multipurpose Issue" means an issue the proceeds of which are used for two or more separate purposes determined in accordance with Section 1.148-9(h) of the Regulations. "Net Sale Proceeds" means sale proceeds less the portion of those sale proceeds invested in a reasonably required reserve or replacement fund or as part of a minor portion. "Nonpurpose Investment" means any Investment in which Gross Proceeds are invested and which is not acquired to carry out the governmental purpose of the issue. "Official Statement" means the Official Statement of the Issuer relating to the Bonds. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Plain Par Bond" means a qualified tender bond or a bond that (i) is issued with original issue discount equal to not more than 2 percent of the stated redemption price at maturity plus the amount of original issue premium attributable exclusively to underwriters' compensation, (ii) is issued for a price that does not include Pre-Issuance Accrued Interest, (iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation under Section 1275 of the Code, in either case, that pays interest unconditionally payable at least annually, and (iv) has a lowest stated redemption price not less than its outstanding stated principal amount. "Plain Par Investment" means an investment that is an obligation that (i) is issued with original issue discount (or if acquired on a date other than the issue date, acquired with market discount or premium) equal to not more than 2 percent of the stated redemption price at maturity, (ii) is issued for a price that does not include Pre-Issuance Accrued Interest, (iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation 558534.1 032679 CERT under Section 1275 of the Code that pays interest unconditionally payable at least annually, and (iv) has a lowest stated redemption price not less than its outstanding stated principal amount. "Present Value" or "PV" means the amount determined by using the following formula: PV= FV n (1+i) where i equals the discount rate divided by the number of compounding intervals in a year and n equals the sum of (i) the number of whole compounding intervals for the period beginning on the date as of which Present Value is computed and ending on the date the amount is to be received or paid or on a Computation Date and (ii) a fraction the numerator of which is the length of any short compounding interval during such period and the denominator of which is the length of a whole compounding interval. "Private Activity Bonds" means bonds which meet the definition contained in Section 141(a) of the Code and that are not "qualified bonds" as defined in Section 141(e) of the Code. "Project" means the projects referred to in the Resolutions, which are being financed by the Bonds. "Qualified 501(c)(3) Bonds" means bonds which meet the definition contained in Section 145 of the Code. "Qualified Guarantee" means, with respect to a bond, an unconditional transfer, in any form, of substantially all of the credit risk for all or part of the payments, such as payments for principal and interest, redemption prices or tender prices, on the guaranteed bonds. The guarantor must not expect to make any payments other than those pursuant to a direct-pay letter of credit or similar arrangement for which the guarantor will be immediately reimbursed. Reasonable procedural or administrative requirements or, in the case of a guarantee against failure to remarket a qualified tender bond, commercially reasonable limitations based on credit risk, will not cause the guarantee to be conditional. The guarantor may not be a co-obligor, nor may the obligor and any related parties combined use more than 10 percent of proceeds of the guaranteed portion of the bonds. The guarantee fee must not exceed a reasonable arm's-length charge solely for the transfer of the credit risk. A guarantee will not be qualified unless, as of the date the guarantee is obtained, the issuer reasonably expects that the present value of all fees for the guarantee will be less than the present value of the expected interest savings on the issue as a 558534.1 032679 CERT result of the guarantee. For this purpose, present value is computed using the yield on the issue, determined with regard to the guarantee fees, as the discount rate. "Rebate Amount" means with respect to the Bonds, the amount computed as described in Section 4.3 of the Certificate. "Regulations" means the Income Tax Regulations promulgated under Sections 103 and 141 to 150 of the Code by the Department of the Treasury from time to time, including the Regulations published on June 18, 1993 in the Federal Register, as they may be amended from time to time. "Replacement Proceeds" means amounts with a sufficiently direct nexus to the Bonds or Project to conclude that such amounts would have been used for the Project if the proceeds of the Bonds were not so used to the extent held by or derived from the Issuer or a controlled entity of the Issuer, including: sinking funds, pledged funds (including negative pledges), certain other amounts if the term of the issue is longer than necessary for the governmental purposes of the Bonds, and a bond-funded working capital reserve unless the Bonds qualify for one of the exceptions provided in the Regulations. "Resolution" means the bond resolution of the Issuer, as referred to in Section 2.1 of the Certificate. "Sale Proceeds" means any amounts actually or constructively received from the sale of an issue, including amounts used to pay underwriters' discount or compensation, accrued interest other than Pre-Issuance Accrued Interest, or derived from the sale of a right associated with a bond as further described in Section 1.148-4(b)(4) of the Regulations. "SLG" means a U.S. Treasury Book Entry Security, State and Local Government Series. "Spendable Proceeds" means sale proceeds, less the portion of those sale proceeds invested in a reasonably required reserve or replacement fund under Section 148(d) of the Code and as part of a minor portion under Section 148(e) of the Code. 558534.1 032679 CERT "Transferred Proceeds" means unexpended original or investment proceeds of a refunded issue which transfer and become proceeds of the refunding issue when proceeds of the refunding issue are applied to pay principal of the refunded issue. "Treasury" means the United States Department of Treasury. "Universal Cap" means the maximum value of Nonpurpose Investments which may be allocated to the Bonds and is determined by reference to the Value of all outstanding Bonds of the issue. Nonpurpose Investments shall be taken into account as Nonpurpose Receipts at their Value on a Valuation Date. "Valuation Date" means the date on which the value of the Universal Cap and the Nonpurpose Investments allocable to the Bonds thereunder are determined. With respect to new money issues, the first Valuation Date shall be the second year anniversary date of the date of issuance of the Bonds; thereafter, the first day of each Bond Year shall constitute a Valuation Date. With respect to a refunding issue, each date on which proceeds of the refunded issue would become transferred proceeds of the refunding issue, e.g. each date on which principal of the refunded issue is paid with proceeds of the refunding bonds, shall constitute a Valuation Date. In addition, the first date of each Bond Year shall also be a Valuation Date. "Value" means, in the case of a Bond, the Value of a Bond and in the case of an Investment, the Value of an Investment. "Value of a Bond" means, in the case of a Plain Par Bond, its outstanding stated principal amount, plus accrued unpaid interest or in the case of a Plain Par Bond actually redeemed, or treated as redeemed, its stated redemption price on the redemption date plus accrued unpaid interest. In the case of a bond other than a Plain Par Bond, the value on a date of such a bond is its Present Value on that date, using the yield on the issue of which the bonds are a part as the discount factor. In determining the Present Value of a variable rate bond, the initial interest rate on the bond established by the index or other rate setting mechanism is used to determine the interest payments on that bond. "Value of an Investment" means, as of any date, unless the Investment is required invested as a restricted yield, for any Investment, Fair Market Value as of that date, for any fixed rate investment, Present Value on that date, and for any Plain Par Investment, the outstanding stated principal amount, plus accrued unpaid interest, as of that date. Yield restricted investments must be valued at Present Value, amounts allocated or that cease to be allocated to an issue must be allocated at Fair Market Value, except in cases in which such Nonpurpose Investments are allocated as a result of the Universal Cap or Transferred Proceeds 558534.1 032679 CERT rules in which case they may be valued at Present Value, and amounts allocated to Transferred Proceeds may not be valued in excess of the value used for arbitrage restrictions applicable to the Refunded Issue. "Working Capital Expenditure" means any cost of a type that does not constitute a Capital Expenditure, "Yield" means, as of any Computation Date, that discount rate that, when used in computing the Present Value of (i) all unconditionally payable payments of principal and interest of or on the bonds included in such fixed yield issue, (ii) all unconditionally payable fees for Qualified Guarantees and Qualified Hedges on such bonds and (iii) all fees expected to be paid for Qualified Guarantees and Qualified Hedges, produces an amount equal to the sum of the Present Value of the aggregate Issue Prices of the bonds comprising the issue (determined using the same discount rate used to determine the Present Value of payments for principal, interest and Qualified Hedges and Qualified Guarantees). The Yield is computed as of the issue date of the fixed yield issue by treating each bond included in the issue that is either subject to mandatory or contingent early redemption or to certain optional redemption provisions as being redeemed on its expected early redemption date for an amount equal to its Value on that date. If a fixed yield bond (i) is subject to optional redemptions within 5 years of its issue date and the Yield not taking into account the optional redemption is more than 1/8 of 1% above its Yield assuming the early redemption, (ii) is issued at an Issue Price that exceeds the stated redemption price at maturity by more than 1/4 of I% multiplied by the product of the stated redemption price to maturity and the number of complete years to the first optional redemption date for the bond, or (iii) bears interest at increasing interest rates, the Yield on the issue including such fixed yield bond is computed by treating the fixed yield bond as redeemed at its stated redemption price on the optional redemption date that produces the lowest Yield on the issue. No adjustment will be made on any Computation Date to the Yield on a fixed yield issue as computed on its issue date unless redemption rights are subsequently transferred to a third party or termination payments are received with respect to Qualified Hedges. The Yield on a fixed yield bond is calculated in the same manner as Yield on a fixed yield issue. 558534.1 032679 CEAT CERTIFICATE OF THE SUPERVISOR WITH RESPECT TO THE OFFICIAL STATEMENT OF THE TOWN OF SOUTHOLD, NEW YORK, DATED FEBRUARY 25, 2009, DISTRIBUTED IN CONNECTION WITH THE SALE OF THE $5,283,000 PUBLIC IMPROVEMENT SERIAL BONDS-2009 I, SCOTT A. RUSSELL, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Town"), HEREBY CERTIFY that as of February 25, 2009, the date of the Official Statement of the Town prepared and distributed in connection with the sale of the $5,283,000 Public Improvement Serial Bonds-2009 (the "Bonds"), and at all times subsequent thereto, up to and including the date of the delivery of the Bonds on March 19, 2009, the attached Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Insofar as any statements made in said Official Statement involve matters of opinion, estimates or statements as to matters not contained in or derived from the official records of the Town, whether or not expressly stated, they are set forth as such and not as representations of fact by the Town, and no representation is made that any of the estimates or anticipated events will be realized. The said Official Statement is not to be construed as a contract or agreement with the beneficial owners of the Bonds. I HEREBY FURTHER CERTIFY that there has been no adverse material change in the financial condition of the Town since the date of said Official Statement to the time of the delivery of the Bonds on March 19, 2009. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town as of the 19th day of March, 2009. 4 (SEAL) Supervisor 5585341 032679 CER'r NEW ISSUE - SERIAL BONDS RATING: MOODY'S INVESTORS SERVICE:Aa3 In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Town, under existing statutes and court decisions and assuming continuing compliance wi th certain tax cern ~ications described herein i/ interest on the Bonds is exc7udedfrom gross income .[or Federal income tax purposes pursuant to Section 103 ofthelnternal Revenue Code of 1 86, as amended (the "Code'), an (ii) interest on the onds is not treated as a preference item in calculating the alternative minimum tax im,~used on individuals and corporations under the Code and is not included in the adjusted current earnings ofcorporationsfor urposesofcalculatingthealternative minimum tax In addition, in the opinion ofBond Counsel to the Town under existing statutes, interest on the Bonds is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York See "Tax Matters" herein. The Bonds will he designated by the Town as "qualified tax-exempt obligations pursuant to the provision of Section 265 of the Code. $5,283,000 TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK (the "Town") PUBLIC IMPROVEMENT SERIAL BONDS - 2009 [BOOK-ENTRY-ONLY BONDS] Dated: March 15, 2009 Principal Due: March 15 2010-2030, inclusive Interest Due: March R 2010, September 15, 2010 and semi-annually thereafter on March 15 and September 15 in each year until maturity. BOND MATURITY SCHEDULE Amount Maturity Rate Yield Amount Maturitv Rate Yield Amount Maturitv Rate Yield $123,000 2010 3.00% 1.00% $ 215,000 2017 4.00% 3.05% $290,000 2024 4.00% 4.10% 220,000 2011 3.00 1.50 225,000 2018 4.00 3.20 300,000 2025 4-Ye 4.20 230,000 2012 3.00 1.75 230,000 2019 4.00 3.35 310,000 2026 4-1/8 4.30 180,000 2013 3.00 2.10 240,000 2020 4.00 3.65 325,000 2027 4.25 4.40 185,000 2014 4.00 2.50 250,000 2021 4.00 3.85 330,000 2028 4.25 4.50 195,000 2015 4.00 2.70 260,000 2022 4.00 3.95 345,000 2029 4.25 4.58 205,000 2016 4.00 2.90 270,000 2023 4.00 4.00 355,000 2030 4-3/a 4.63 MOODY'S INVESTORS SERVICE, INC. has assigned a rating of "Aa3" to the Bonds. Such rating reflects only the view of such rating aggencyy and any desired ex lanation of the significance of such rating should be obtained trom Moody's Investors Service, Inc., 7 Crld'Trade Center at 250pGreenwich Street, New York, New York 10007, (212) 553-0300. There is no assurance that a particular rating will apply for any given period of time or that it will not be lowered or witTtdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant. Any downward revision or withdrawal of such rating could have an adverse effect on the market price of the Bonds. Security and Sources of Payment: The Bonds will constitute general obligations of the Town and will contain a pledge of its faith and credit for the punctual payment of the principal of and interest on the Bonds, and all the taxable real property within the Town will be subject to the levy of ad valorem taxes, without limitation as to rate or amount, for such purpose. Prior Redemption: The Bonds maturing on or after March 15, 2020 will be subject to redemption prior to maturity, at the option of the Towne on March 15, 2019 and thereafter on any date, in whole or in part, at par, in accordance with the terms described herein. See 'Optional Redemption" under "The Bonds," herein. Form and Denomination: The Bonds will be issued as registered bonds and, when issued, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC") New Bork, New York, which will act as the Securities Depository for the Bonds. Individual purchases of the Bonds may be mace only in book-entry form in denominations of $5,000 or integral multiples thereof, except for one necessary, odd denomination. Bondholders will not receive certificates representing their ownership interests in the Bonds purchased. See necessary, System" under "The Bonds," herein. Payment Payment of the principal of and interest on the Bonds will be made by the Town to DTC which will in turn remit such payment to its Participants.for subsequent distribution to the Beneficial Owners of the Bonds in accordance with standing instructions and customary practices, as is now the case with municipal securities held for the accounts of customers in bearer form i or gregjstered in "street name." of the ent as may be n effect ifro Indirect m time to time ant and not of DTC or theTown subject to any statutory and regulatory requiemi a ParticSee "Book-Entry-Only System" under '7The Bonds," herein. Hawkins Delafield & Wood LLP, has not participated in the preparation of this Official Statement, nor verified the accuracy, completeness or fairness of the information contained herein, and, accordingly, expresses no opinion with respect thereto. The Bonds are offered sub'ect to thefnal approving opinion of Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel, and certain other conditions. It is expected that delivery of the Bonds in book-entry form will be made through the facilities of DTC on or about March 19, 2009 in New York, New York This revised cover, dated March 10, 2009, suppplements the Official Statement of the Town dated February 25, 2009, relating to the obligations described therein and herein including certain information omitted from such Official Statement in accordance with Securities and Exchan eCommissionRulel5c2-12(the"Rule"), and shall constitutethe Town's final Official Statementwithin the meaning of the Rule. Other than as set forth on this revised cover page and the section entitled "Bond Rating", there have been no other revisions to the Official Statement. For a description of the Towns agreement to provide continuing disclosure as described in the Rule, see "Disclosure Undertaking" herein. ROOSEVELT & CROSS, INC. AND ASSOCIATES TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK Town Hall 53095 Main Road Southold, NY 11971 Telephone: (63 1) 765-4333 Fax: (63 1) 765-1366 TOWN BOARD Scott A. Russell, Supervisor Louisa P. Evans Albert J. Krupski, Jr. Vincent M. Orlando William P. Ruland Thomas H. Wickham Elizabeth A. Neville, Town Clerk Peter W. Harris, Superintendent of Highways John A. Cushman 11, Town Comptroller Patricia A. Finnegan, Esq., Town Attorney George Sullivan, Receiver of Taxes BOND COUNSEL Hawkins Delafield & Wood LLP New York, New York FINANCIAL ADVISOR MUNISTAT SERVICES, INC. Municipal Finance Advisory Service 12 Roosevelt Avenue Port Jefferson Station, N.Y. 1] 776 (631) 331-8888 E-mail: info(amunistat.com Website: http://w .munistat.coin No dealer broker, salesman or other person has been authorized by the Town to give any information or to make any representations, outer than' those contained in this Official Statement and if given or made, such other information or representations must not be relied upon as having been authorized by the Town. This Official Statement does not constitute an otter to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained by the Town from sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs ofthe Town since the date hereof. TABLE OF CONTENTS Page THE BONDS I Description of the Bonds 1 Optional Redemption 1 Book-entry-only System I Certificated Bonds 3 Authorization and Purpose . 3 Security and Source o Payment 3 . . . . . . . . . . . . . . . . . . Remedies Upon Default 3 THE TOWN 4 General Information 4 Government 4 Employees 5 ECONOMIC AND DEMOGRAPHIC INFORMATION 5 Population Characteristics 5 Median Income of Families 5 Unemployment Rate Statistics 6 Selected Listing of Larger Employers 6 INDEBTEDNESS OF THE TOWN 6 Constitutional Requirements 6 Statutory Procedure 7 Computation of Debt Limit and Calculation of Net Debt Contracting Margin 8 Trend of Town Indebtedness 8 Details of Short-Term Indebtedness Outstanding 9 Debt Service Requirements - Outstanding Bonds 9 Calculation of Estimated Overlapping and Underlying Indebtedness 10 Authorized But Unissued Items 10 Capital Program 10 und II Community Preservation fund' Landfill Closure and Postclosure Care Costs 1 1 FINANCES OF THE TOWN II Financial Statements and Accounting Procedures I 1 Fund Structure and Accounts II Basis of Accounting 12 Investment Policy 12 Budgetary Procedures 12 Financial Operations 13 Revenues 13 Real Property Taxes 13 State Aid 13 Expenditures 13 Pension Systems 13 Contributions to the Retirement Systems 14 Other Post Employment Benefits 14 REAL PROPERTY TAX INFORMATION 15 Real Property Taxes 15 Tax Levy and Collection Record 15 15 Tax Collection Procedure . 15 Tax Rates . Large Taxable Properties 16 LITIGATION 16 BONDHOLDER RISKS AND MARKET FACTORS AFFECTING FINANCINGS OF THE STATE AND MUNICIPALITIES OF THE STATE 17 i TABLE OF CONTENTS (Continued) Page TAX MATTERS 17 Opinion of Bond Counsel . . . . . . . . . . . . . . . . . . 17 Certain Ongoing Federal Tax Requirements and Certifications 18 Certain CollateralFederal Tax Consequences 18 Original Issue Discount 18 Bond Premium 18 Information Reporting and Backup Withholding 19 Miscellaneous 19 DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS 19 Absence of Litigation 19 Legal Matters 19 Closing Certificates 20 DISCLOSURE UNDERTAKING 20 BOND RATING 21 FINANCIAL ADVISOR 21 ADDITIONAL INFORMATION 21 APPENDIX A: FINANCIAL INFORMATION APPENDIX B: FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 II i ii OFFICIAL STATEMENT $5,283,000 TOWN OF SOUTHOLD i SUFFOLK COUNTY, NEW YORK PUBLIC IMPROVEMENT SERIAL BONDS - 2009 [BOOK-ENTRY-ONLY BONDS] This Official Statement and the appendices hereto presents certain information relatin' ~ to the Town of Southold, in the County of Suffolk, in the State of New York (the "Town," "County " and "State, respectively) in connection with the sale of $5,283,000 Public Improvement Serial Bonds - 2009 (the "Bonds") of the Town. All quotations from and summaries and explanations of provisions of the Constitution and Laws of the State and acts and proceedings of the Town contained herein do not purport to be complete and are qualified in their entirety by reference to the official compilation thereof and all references to the Bonds and the proceedings of the Town relating thereto are qualified in their entirety by reference to the definitive form of the Bonds and such proceedings. THE BONDS ` Description of the Bonds The Bonds will be dated March 15, 2009, and will mature on March 15, in each of the years 2010 to 2030, inclusive, in the principal amounts as set forth on the cover page hereof. The Bonds will be issued in fully registered form and when issued will be registered in the name of Cede & Co. as nominee of The Depository Trust Companyy, New York, New York ("DTC' DTC will act as Securities Depository for the Bonds. Individual purchases ofthe Bonds maybe made in book-entry form only, in denominations of $5,000 or integral multiples thereof, except for one necessary odd denomination. Purchasers will not receive `l certificates representing their interest in the Bonds. Interest on the Bonds will be payable March 15, 2010, September 15, 2010 and semi-annually thereafter on March 15 and September 15; in each year until maturity. Principal and interest will be paid by the Town to the Securities Depository, which will in turn remit such principal and interest to its Participants, for subsequent distribution to the Beneficial Owners of the Bonds, as described herein. The Bonds may be transferred in the manner described on the Bonds and as referenced in certain proceedings of the Town referred to therein. The Record Date of the Bonds will be the last business day of the month preceding each interest payment date. Optional Rcdcmption The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be subject to redemption prior to maturity, at the option nfthe Town on March 15, 2019 and thereafter on any date, in whole or in part, and i in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption. The Bonds shall be redeemable prior to maturity upon the giving of notice which identifies the Bonds to be redeemed, by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal Agent at least 30 days prior to the date set for any such redemption. If notice of redemption shall have been given as aforesaid, the Bonds so called for redemption shall become due and payable at the applicable redemption price on the redemption date designated in such notice, and interest on the Bonds shall cease to accrue from and after such redemption date. Book-entry-only System fffl DTC will act as securities depository for the Bonds (the "Bonds"). The Bonds will be issued as full yy- registered Bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be y requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each I` maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. 1 i DTC, the world's largest depository, is a limited-purpose trust corn any organized under the New York Banking Law, a "banking organization" within the meaning ofthe New York Bankin Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC s participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks trustcompames, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depositorryy Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearingg Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC also subsidiaries of DTCC, as well as by the New York Stock Exchange, Inc., the American Stock Exchange Ll_ and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U. S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest ratin : AAA. The DTC kules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner")is in tum to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will i not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Director Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit o1? Bonds with bTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership NC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants tow ose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Payments on the Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DT C's receipt of funds and corresponding detail information from the Town, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices as is the case with bonds held for the accounts of customers in bearer form or registered in "street name, ' and will be the responsibility of such Participant and not of DTC nor its nominee, or the Town, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTQ is the responsibility of the Town, disbursement of such payments to Direct Participants will be the responsibility of uDTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue roviding its services as depository with respect to the Bonds at anytime byy givingg reasonable notice to the Town.pUnder such circumstances, in the event that a successor depository is not obtaned, Bond certificates are required to be printed and delivered. The Town may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Town believes to be reliable, but the Town takes no responsibility for the accuracy thereof. OR TO ARTICIPANTS TO THE INDIRECT ART` ICI AINTS NOT HAVE ANY OR TO ANY BENS ICIIALIOIWNER WITTHLRES EICCT TO (I) THE A COUCY OF ANY RECORDS MAINTAINED BY DTC ANY PARTICIPANT, OR ANY INDIRECT PARTICIPANT- (II) THE PAYMENTS BY DTC OR ANY PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT VIII RESPECT TO THE PRINCIPAL OF, OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS; (I1I) ANY 2 NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS- (IV) THE SELECTION BY DTC OR ANY PARTICIPANT OR INDIRECT PARTICIPANT OF ANY PERSON T~ RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS; OR (V) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDOWNER. Certificated Bonds DTC may discontinue providing its services with respect to the Bonds at any time by giving notice to the Town and discharging its responsibilities with respect thereto under applicable law, or the Town may terminate its participation in the system of-book-entry-only transfers through DTC at anytime. In the event that such book-entry- only system is discontinued, the following provisions will apply: The Bonds will be in registered form in denominations of $5,000, or integral multiples thereof, except for one necessary odd denomination. Principal of and interest on the Bonds when due will be payable at the principal corporate trust office of a bank or trust company to be named by the Town as the fiscal agent. Certificated Bonds may be transferred or exchanged at no cost to the owner of such Bonds at any time prior to maturity at the corporate trust office of the fiscal agent for Bonds of the same or any other authorized denomination or denominations in the same aggregate principal amount upon the terms set forth in the certificate of the Town Supervisor authorizing the sale of the Bonds and fixing the details thereof and in accordance with the Local Finance Law. Authorization and Purpose The Bonds are being issued pursuant to the Constitution and statutes of the State of New York, including among others, the Town Law General Municipal Law and the Local Finance Law, and various bond resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for three capital projects in and for the Town. Such projects, and the respective principal amounts of Bonds to be issued for each, are as follows: Date Amount to Authorized Purpose be issued f 02-27-07 Open Space Preservation $ 5,000,000a II 02-27-07 Air Vacuum Drain Cleaner 166,0006 09-25-07 Fishers Island Sewer District 117,0006 Total $ 5.283.000 a. Will provide original funds. On February 12, 2009, the Town Board adopted the authorizing resolution as required by Town Law Section 64e. See "Community Preservation Fund" herein. b. Will redeem outstanding bond anticipation notes. fI4 For further information regarding bond authorizations of the Town for capital purposes and other matters relating thereto see "Indebtedness of the "Town". Security and Source of Payment Each Bond when duly issued and paid for will constitute a contract between the Town and the owner thereof. The Bonds will be general obligations of the Town and will contain a pledge of the faith and credit of the Town for the payment of the principal thereof and the interest thereon. For the payment of such principal and i interest, the Town has the power and statutory authority to levy ad valorem taxes on all the taxable real property within the Town without limitation as to rate or amount. Under Article VIII of the State Constitution, the Town is required to pledge its faith and credit for the payment of the principal of and interest on the Bonds and the State Legislature is specifically precluded from restricting the power of the Town to levy taxes on taxable real estate thereof. Remedies Upon Default Under current law, provision is made for contract creditors (including the Bondholders) of the Town to enforce payments upon such contracts, if necessary, through court action, although the present statute limits interest on the amount adjudged due to creditors to nine per centum per annum from the date due to the date of payment. As a general rule, property and funds of a municipal corporation serving the public welfare and interest have not been judicially subjected to execution or attachment to'satisfy a judgment, although judicial mandates to officials to appropriate and pay judgments out of current funds or the proceeds of a tax levy have been issued. 'I Remedies for enforcement of payment are not expressly included in the Town's contract with holders of its bonds and notes, although any permanent repeal by statute or constitutional amendment of a Bondholder's remedial right to judicial enforcement opthe contract should, in the opinion of Bond Counsel, be held unconstitutional. The State has consented that any municipality in the State may file a petition with any United States district court or court of bankruptcy under any provision of the laws of the United States, now or hereafter in effect, for the 3 i composition or adjustment ofmunicipal indebtedness. Subject to such consent, under the United States Constitution, Congress has Jurisdiction over such matters and has enacted amendments to the existing federal bankruptcy statute, generally to e effect and with the purpose of affording municipal corporations, under certain circumstances, with easier access to judicially approved adj ustment of debts, including judicial control over identifiable and unidentifiable creditors. j In recent times, certain events and legislation affecting remedies on default have resulted in litigation. While 1 courts of final jurisdiction have upheld and sustained the rights of bondholders, such courts might hold that future events, including financial crises as they may occur in the State and in municipalities of the State, require the exercise by the State of its emergency police powers to assure the continuation of essential services. j No principal or interest payments on Town indebtedness are past due. The Town has never defaulted in the payment of the principal of and interest on any indebtedness. THE TOWN There follows in this Official Statement a brief description of the Town, together with certain information concerning its economy and governmental organization, its indebtedness, current major revenue sources and expenditures and general and specific funds. General Information The Town, with a land area of 54.5 square miles, is located in eastern Suffolk County on the north fork of Long Island. Settlement took place in 1640. The Village of Greenport is located wholly within the Town. The Town l also includes the area of Fishers Island which is located approximately twelve miles east of the mainland. Fishers Island is accessible only by water or air, with ferry service operating between the island and New London, Connecticut. The Town is primarily a rural resort area with substantial shopping facilities available at Greenport, at various shopping centers within the Town, and at Riverhead just to the west. Some commercial services are available within the Town in the hamlets of Southold, Cutchogue and Mattituck. Agriculture has been a major industry in the Town since its origins. In recent years, farm crops have gradually evolved from basic production to nursery crops including shrubs, sod, potted plants and other ornamentals. A substantial portion of these products are shipped by ferry across Long Island Sound for distribution throughout New England. A number of vineyards have been established and wine-making is an important industry. Fishing and fish processing are now growing industries due to improved transportation facilities. The Town is also a major summer resort area, utilizing bays, inlets and Long Island and Block Island Sounds. The main highways in the Town are New York State Route 25 and the North Road. Rail transportation is provided by the Long Island Rail Road with stations at Mattituck, Southold and Greenport. Ferry service is also available between Orient Point, east of Greenport, andNew London, Connecticut as well as from Greenportto Shelter Island. Electric service is provided by the Long Island Power Authority; gas service is provided by Keyspan Energy Corporation. Fire protection is the responsibility of volunteer fire and fire protection districts. The Town provides its own police protection. In the Village of Greenport, electric service and fire protection are provided by the Village. Government Subject to the provisions of the State Constitution, the Town operates pursuant to the Town Law, the General Municipal Law, the Local Finance Law, other laws generally applicable to the Town, and any special laws specifically applicable to the Town. Under such laws, there is no authority for the Town to have a charter, but pursuant to the Town Law and other laws generally applicable to home rule, the Town may from time to time adopt local laws which do not conflict with existing laws as enacted by the State. The legislative power of the Town is vested in the Town Board, which consists of five members, elected for a term of four years, and the Supervisor, who is the chief executive officer of the Town, elected for a term of four years. Such terms are staggered such that two or three councilmen are elected every two years. All the Town Board members are elected at large and there is no limitation to the number of terms each may serve. Six independently governed school districts are located wholly or partially within the Town, which rely on their own taxing powers granted by the State to raise revenues. The school districts use the Town's assessment roll as their basis for taxation of property located within the Town. 1 I 4 Employees The Town provides services through approximately 211 full-time and 66 part-time employees, some ofwhom are represented by organized labor. f The following table presents the number of employees' represented by organized labor, name of union and contract expiration dates. Approximate Date Contract Name of Union Membership Expires Civil Service Employees Assoc . . . . 169 12-31-10 I4f Police Benevolent Assoc. . 50 12-31-09 ECONOMIC AND DEMOGRAPHIC INFORMATION Population Characteristics I E The Town has had a population trend, as compared to the County and the State, as indicated below: If Town of Suffolk New York Year Southold County State 1970 16,804 1,127,030 18,241,391 1980 19,172 1,284,231 17,557,288 1990 19,836 1,321,977 17,990,455 2000 20,599 1,419,369 18,976,457 2007 22,852 1,504,947 19,297,729 Source: U.S. Bureau of the Census, Long Island Power Authority, New York State Department of Labor. Median Income of Families 1980 1990 2000 Town $21,013 $43,082 $61,108 County 24,194 53,247 72,112 State 20,180 39,741 51,691 Source: U.S. Department of Commerce, Bureau of the Census. Per Capita Monev Income 1980 1990 2000 Town $8,258 $19,037 $ 27,619 County 7,576 18,481 26,577 State 7,496 16,501 23,389 Source: U.S. Department of Commerce, Bureau of the Census. ltt I f 5 1 Unemployment Rate Statistics Unemployment statistics are not available for the Town as such. The smallest area for which such statistics are available (which includes the Town) is the County of Suffolk. The information set forth below with respect to such County is included for information purposes only. It should not be implied from the inclusion of such data in this Statement that the Town is necessarily representative of the County or vice versa. Suffolk New York County State Annual Averages: 2004 4.5% 5.9% 2005 4.2 5.0 2006 3.9 4.5 2007 3.8 4.5 2008 5.0 5.4 Source: Department of Labor, State of New York Selected Listing of Larger Employers Approx. No. Name Type of Em loyees Eastern Long Island Hospital Hospital 350 Plum Island ADC U.S. Govt. Facility 310 Mattituck-Cutchogue UFSD Public School 295 Town of Southold Local Government 277 Peconic Landing Life Care Community 206 Southold UFSD Public School 181 San Simeon by the Sound Nursing Home 150 Greenport UFSD Public School 110 INDEBTEDNESS OF THE TOWN Constitutional Requirements III) The State Constitution limits the power of the Town (as well as other municipalities and school districts of the State) to issue obligations and contract indebtedness. Such constitutional limitations include the following, in summary form, and are generally applicable to the Town and the Bonds: Purpose and Pledge. Subject to certain exceptions, the Town shall not give or loan any money or property to or in aid of any individual or private corporation or private undertaking or give or loan its credit to or in aid of any of the foregoing or any public corporation.' The Town may contract indebtedness only for a Town purpose and shall pledge its faith and credit for the payment of principal of and interest thereon. Payment and Maturity. Except for certain short-term indebtedness contracted in anticipation of taxes or to be paid within three fiscal year periods, indebtedness shall be paid in annual installments commencing no laterthan two years after the date such indebtedness shall have been contracted and ending no later than the expiration of the period of probable usefulness of the object or purpose determined by statute or, in the alternative, the weighted average period of probable usefulness of the several objects or purposes for which it is contracted. No installment may be more than fifty per centum in excess of the smallest prior installment, unless the Town Board provides for substantially level or declining debt service in the manner prescribed by the State Legislature. The Town is reqquired to provide an annual appropriation for the payment of interest due during the year on its indebtedness and for the amounts required in such year for the amortization and redemption of its bonds and notes. Debt Limit. Pursuant to the Local Finance Law, the Town has the Power to contract indebtedness for any Town purpose authorized by the Legislature of the State provided the aggregate principal amount thereof shall not exceed seven percentum o the average five-year full valuation of the taxable real estate located in the Town and subject to certain enumerated exclusions and deductions such as debt contracted to provide water, self-liquidating facilities and cash or appropriations for current debt service. The Constitutional method for determining full valuation consists of dividing the total assessed valuation of taxable real estate for a particular assessment roll by the final equalization ratio established for such assessment roll by the State Office of Real Propperty Services (the "OR-PS"). {J The State Legislature is required to prescribe the manner by which such ratio shall be determined. Average full 6 valuation is determined by taking the sum of the full valuations of the last five completed assessment rolls and dividing such sum by five. Statutory Procedure In general, the State Legislature has authorized the power and procedure for the Town to borrow and incur j indebtedness by the enactment of the Local Finance Law subject, of course, to the constitutional provisions set forth If above. The power to spend money, however, generally derives from other law, including the Town Law and General Municipal Law of the State. Pursuant to the Local Finance Law, the Town authorizes the incurrence of indebtedness, including bonds and bond anticipation notes issued in anticipation of such bonds, by the adoption ofa resolution, approved by at least two- ! thirds of the members of the Town Board, which is the finance board of the Town. Certain bond resolutions may be subject to permissive referendum, or may be submitted for approval to the Town voters at the discretion of the Town Board. If the resolution is submitted to the Town voters, only a three-fifths vote of the Town Board is required. The Local Finance Law also provides a twenty-day statute of limitations after publication of a bond ( resolution, which in effect, estops thereafter legal challenges to the validity of obligations authorized by such bond resolution except for alleged constitutional violations. The Town has complied with all publication regirements. Each bond resolution usually authorizes the construction, acquisition or installation of the objector ppurpose to be financed, sets forth the plan of financing and specifies the maximum maturity of the bonds subject to the legal (Constitution, Local Finance Law and case law) restrictions relating to the period of probable usefulness with respect thereto. Each bond resolution also authorizes the issuance of bond anticipation notes prior to the sale of serial bonds. t Statutory law in New York permits notes to be renewed each yeaz, provided annual principal reductions are made fl and provided that such renewals generallyy do not extend five yeazs beyond the original date of borrowi t to su ng. However, notes Issued in anticipation of the sale oY serial bonds for assessable improvements are not subJ'ecch five ear limit and may be renewed subject to an nual principal reductions for the entire period of probable usefulness of the purpose for which such notes were originally issued. (See "Payment and Maturity" under "Constitutional Requirementsand "Details of Short -Term Indebtedness Outstanding.") In general, the Local Finance Law contains similar provisions providing the Town with power to issue general obligation revenue and tax anticipation notes and general obligation budget and capital notes. i l 7 i Computation of Debt Limit and Calculation of Net Debt Contracting Margin (As of February 25, 2009) Fiscal Year State Ending Assessed Equalization Full December 31: Valuation Rate Valuation 2005 $104,228,885 1.25% $ 8,338,310,800 2006 105,502,965 1.13 9,336,545,575 2007 106,950,027 1.04 10,283,656,442 2008 108,292,749 0.95 10080 9,236,736 J 2009 108,991,562 1.05 ,148.761 Total Five Year Full Valuation $49,737,898,314 Average Five Year Full Valuation 9,947,579,662 Debt Limit - 7% of Average Full Valuation 696,330,576 Inclusions ~r Outstanding Bonds: 31,56Q000a General Purposes Other -0- Sub-Total 31.560.000 Bond Anticipation Notes 6,579,100 1 Total Inclusions 38.139.100 Exclusions: Appropriations 2,398,300 Other Exclusions -0- Total Exclusions 2,398,300 Total Net Indebtedness Before Issuing the Bonds 35,740,800 The Bonds 5,283,000 Less: BANS to be paid from bond proceeds 283 000 Net Effect of Issuing Bonds 5,00 U Total Net Indebtedness After Issuing the Bonds 40,740,800 Net Debt Contracting Margin After Issuing the Bonds $655,589,776 Percent of Debt Limit Exhausted 5.80% a. Includes $17,141,600 issued for the preservation of open space. See "Community Preservation Fund" herein. Trend of Town Indebtedness The following table represents the outstanding indebtedness of the Town at the end of the last five preceding fiscal years. Fiscal Year Ending December 31: 2004 2005 2006 2007 2008 Debt Outstanding End of Year: Bonds $6,515,000 $12,299,098 $ 11,349,098 $25,020,000 $32,175,000 Bond Anticipation Notes 12,625,600 11,720.000 8,244,000 6,224,000 6,579,100 Total Outstanding Debt $19.140,600 $24,019,098 $19,593,098 $31.244,000 $38,754,100 1 8 i k Details of Short-Term Indebtedness Outstanding Bond Anticipation Notes C Maturi Purpose Amount F 04-17-09 Various Capital Projects $ 799,3006 09-04-09 Various Capital Projects 4,280,0006 09-04-09 Various Capital Projects 299,800b 06-05-09 Fishers Island Ferry District 1,200,000' Total $ 6.579,100 a. Proceeds of the Bonds, in the amount of $283,000 will be used to redeem such notes. The balance will be funded from the proceeds of renewal notes and available funds. b. To he funded from the proceeds of renewals notes and from available funds. i- Debt Service Requirements - Outstanding Bonds (As of February 25, 2009) Fiscal Year Ending December 31: Principal Interest Total 2009. $2,075,000 $1,242,520 $3,317,520 2010. 1,900,000 1,168,316 3,068,316 ,r 2011 . . 1,925,000 1,097,263 3,022,263 l1 2012. 1,890,000 1,024,226 2,914,226 2013 1,775,000 955,163 2,730,163 2014 1,790,000 887,302 2,677,302 2015 1,810,000 817,691 2,627,691 2016 1,735,000 749,758 2,484,758 2017 1,795,000 681,287 2,476,287 2018 1,835,000 610,493 2,445,493 2019 1,395,000 546,114 1,941,114 2020 . . . 1,275,000 491,006 1,766,006 2021 1,300,000 438,219 1,738,219 2022 1,100,000 384,531 1,484, 531 2023 1,150,000 337,781 1,487,781 2024 1,175,000 289,469 1,464,469 2025 1,175,000 240,375 1,415,375 2026 1,000,000 194,438 1,194,438 1 2027 1,000,000 151,938 1,151,938 I` 2028 1,025,000 108,907 1,133,907 2029 1,025,000 65,344 1,090,344 2030 1,025,000 21.782 1,046,782 Totals $32,175,000 $12,503,923 $44.678,923 9 i i i Calculation of Estimated Overlapping and Underlying Indebtedness Ap~pplicable Applicable Overlapping Date of Percentage Total Net Units Report Applicable Indebtedness Indebtedness County of Suffolk 12-11-08 3.71% $41,794,819 $35,265,017 Village of Greenport 11-24-08 100.00 9,329,200 8,574,200 School Districts: Fishers Island 06-30-08 100.00 355,000 355,000 Green port 06-30-08 100.00 0 0 Mattituck-Cutchogue 11-14-08 98.49 32,688,831 29,910,280 New Suffolk Common 06-30-06 100.00 0 0 Oyster Ponds 09-01-08 100.00 0 0 Southold 12-22-08 100.00 18,410,681 18,410,681 Fire Districts: Cutchogue 12-31-07 100.00 0 0 East Marion 12-31-07 100.00 144,000 144,000 Fishers Island 12-31-07 100.00 0 0 Mattituck 12-31-07 100.00 1,766,852 1,766,852 Orient 12-31-07 100.00 25,000 25,000 Southold 12-31-07 100.00 1,400,000 1,400,000 $105,914,383 L25 51030 Sources: Annual Financial Reports on file with the Office of the State Comptroller, or more recently published Official Statements. i Authorized But Unissued Items The following Bonds are authorized but unissued: Date Authorized Purnose Amount 02-25-03 Mattituck Inlet Shore Erosion Study $ 82,750 02-27-07 Open Space Preservation: Non-Agricultural Land . . 15,000,000a 08-28-07 Open Space Preservation: Agricultural Lands 4,000,000 Total $19.082,750 a. To be funded in part by the issuance of the Bonds. ~ Capital Program The Town annually adopts a three year Capital Improvement Plan. Projects mayy be funded by State and Federal aid, reserves, proceeds of obligations, property taxes or a combination thereof. A summary of the Capital Budget for 2009-2011 is set forth below: Department 2009 2010 2011 General Town $ 234,400 $ 508,123 $ 179,750 Higghway Dept 1,280,000 - - Solid Waste District 135,000 Wastewater Disposal District 750,000 Total $ 2,399,400 $508,123 179 750 Sources Appropriations $ 38,400 $ 160,495 $ 39,750 Grants 196,000 - - Town Debt 2,165,000 347.628 140,000 Total W29 ,400 508 123 179 750 1 10 I Community Preservation Fund In 1998, the voters of the five East End towns (East Hampton, Riverhead Shelter Island, Southampton, and k Southold) approved a referendum creating the Community Preservation Fund, (the "Fund") which is a conservation rogram to preserve open space and farmland in the five towns. The fund is financed by a 2 /o tax on real estate sales. This is a one-time tax that the buyer of real estate is required to pay when purchasing a new or used home or vacant i roperty. In 2006, the voters in all five towns approved a referendum to extend the collection of the tax through 2030. The Fund facilitates a voluntary program whereby landowners can sell their land or the development rights to the land to the respective towns at fair market value. The towns may issue bonds for purchases to be paid back through the life of the Fund with the 2% tax revenues. When a town finances an acquisition through the issuance of bonds, Section 64e of Town Law requires the preparation of a report by or on behalf of the Town Supervisor which demonstrates how such indebtedness will be repaid by the Fund; including an estimate of projected revenues of the Fund during the period of indebtedness, an accounting of all other indebtedness incurred against the Fund to be repaid for the same period, and a finding that there will be sufficient revenue to repay such indebtedness in its entirety from the Fund. As of the date of this Official Statement, there are $17,141,600 in bonds outstanding, the debt service on which is expected to be paid by the Fund. Landfill Closure and Postelosure Care Costs r The Town owns a landfill on a site in the unincorporated area of Cutchogue, commonly known as the Cutchogue Landfill. The Town ceased accepting waste at its Cutchogue Landfill as of October 8, 1993. Placement of the final cover, referred to as capping, on the landfill was completed in November 2003. In addition to placement of the final cover on the landfill, state and federal regulations presently require the Town to perform certain maintenance and monitoring functions at the site for up to thirty years. The Town has and will continue to comply with said requirements. The ongoing post closure costs are estimated to be between $25,000 and $30,000 per year from 2008 through 2010. The Town paid $26,610 for such costs in 2008 and will continue to pay these costs in the future. Actual costs associated with the capping totaled $7,681,720. Financing for closure activities was provided in part through a grant from the New York State Department of Environmental Conservation in the amount of $2,000,000. The balance was provided through a State subsidized loan received in July, 2004 from the New York State Environmental Facilities Corporation. Costs associated with postclosure care will be paid from charges to future users of the collection facility and site and future tax revenue. FINANCES OF THE TOWN 1 Financial Statements and Accounting Procedures The Town maintains its financial records in accordance with the Uniform System of Accounts for Towns prescribed by the State Comptroller. The financial records of the Town are audited by independent accountants. The last such audit made available for public inspection covers the fiscal year ended December 31, 2007. In addition, the financial affairs of the Town are subject to periodic compliance review by the Office of the State Comptroller to ascertain whether the Town has complied with the requirements of various State and Federal statutes. In June, 1999, the Governmental Accounting Standards Board ("GASB" issued Statement 34, "Basic F Financial Statements and Management's Discussions and Analysis for State and Local Governments". GASB required the Town to implement this standard for the fiscal year ending December 31, 2003 and the Town has complied with such requirements. This Statement established new financial reporting requirements for state and local governments throughout the United States. It required new information and restructuring of much of the information that governments have presented in the past. Comparability with reports issued in all prior years was affected. Fund Structure and Accounts The Town utilizes fund accounting to record and report its various service activities. A fund represents both a legal and an accounting entity which segregates the transactions of specific programs in accordance with special regulations, restrictions or limitations. There are three basic fund types: (1) governmental funds that are used to account for basic services and capital projects; (2) proprietary funds that account for operations of a commercial nature; and, (3) fiduciary funds that account for assets held in a trustee capacity. Account groups, which do not represent funds, are used to record fixed assets and long-term obligations that are not accounted for in a specific fund. ~i 1] The Town presently maintains the following governmental funds: General Fund, Highway Fund and Special Districts Funds, and the Capital Projects Fund. Fiduciary funds consist of a Trust and Agency Fund. There are no proprietary funds. Account groups are maintained for fixed assets and long-term debt. Basis of Accounting The Town's governmental funds are accounted for on a modified accrual basis of accounting. Under the modified accrual basis, revenues are recognized when they become susceptible to accrual - that is, when they become "measurable" and "available" to finance expenditures to the current period. Revenues are susceptible to accrual include real property taxes, intergovernmental revenues (State and Federal aid) and operating transfers. Expenditures are generallyy recognized under the modified accrual basis of accounting, that is when the related fund liability is incurred. An exception to this general rule is unmatured interest on general long-term debt which is recognized when due. Investment Policy Pursuant to State law, including Sections 10 and I 1 of the General Municipal Law (the "GML"), the Town is generally permitted to deposit moneys in banks or trust companies located and authorized to do business in the State. All such deposits, including special time deposit accounts and certificates of deposit, in excess of the amount insured under the Federal Deposit Insurance Act, are required to be secured in accordance with the provisions of and subject to the limitations of Section 10 of the GML. The Town may also temporarily invest moneys in: (1) obligations of the United States of America; (2) obligations guaranteed by agencies of the United States of America where the payment of principal and interest are guaranteed by the United States of America; (3) obligations of the State of New York; (4) with the approval of the New York State Comptroller, in tax anticipation notes or revenue anticipation notes issued by any municipality, school district, or district corporation, other than those notes issued by the Town, itself; (5) certificates of participation issued in connection with installment purchase agreements entered into by political subdivisions of the State pursuant to Section 109-b(I O) of the GML; (6) obligations of a New York public benefit corporation which are made lawful investments for municipalities pursuant to the enabling statute of such public benefit corporation; or (7) in the case of moneys held in certain reserve funds established by the Town pursuant to law, in obligations of the Town. All of the foregoing investments are required to be payable or redeemable at the option of the owner within such times as the proceeds will he needed to meet expenditures for purposes for which the moneys were provided , and, in the case of obligations purchased with the proceeds of bonds or notes, shall be payable or redeemable in any event, at the option of the owner, within two years of the date of purchase. Unless registered or inscribed in the name of the Town, such instruments and investments must be purchased through, delivered to and held in custody ofa bank or trust company in the State pursuant to a written custodial agreement as provided by Section 10 of the GML. The Town Board has adopted an investment policy and such policy conforms with applicable laws of the State governing the deposit and investment of public moneys. All deposits and investments of-the Town are made in accordance with such policy. Budgetary Procedures The head of each administrative unit of the Town is required to file detailed estimates of revenues (other than real property taxes) and expenditures for the next fiscal year with the bud et officer (Supervisor) on or before August 15~'. Estimates for each fire district situated within the Town must also be filed with the budget officer by this date. After reviewing these estimates, the budget officer prepares a tentative budget which includes his recommendations. A budget message explaining the main features of the budget is also prepared at this time. The tentative budget is filed with the Town Clerk not later than the 30th of September. Subsequently, the Town Clerk presents the tentative budget to the Town Board at the regular or special hearing which must be held on or before October 5th. The Town Board reviews the tentative budget and makes such changes as it deems necessary and that are not inconsistent with the provisions of the law. Following this review process, the tentative budget and such modifications, if any, as approved by the Board become the preliminary budget. A public hearing, notice of which must be duly published in the Town's official newspaper, on the preliminary budget is generally required to be held on the Thursday immediately following the general election. At such hearing, any person may express his opinion concerning the preliminary budget; however, there is no requirement or provision that the preliminary budget or any portion thereof e voted on by members of the public. After the public hearing, the Town Board may further change and revise the preliminary budget. The Town Board, by resolution, adopts the preliminary budget as submitted or amended no later than November 20th, at which time, the preliminary budget becomes the annual budget of the Town for the ensuing fiscal year. Budgetary control during the year is the responsibility of the Supervisor who is assisted in this area by the Town Comptroller. However, any changes or modifications to the annual budget including the transfer of appropriations among line items must be approved by resolution of the Town Board. Budget Summaries for the 2008 and 2009 fiscal years may be found in Appendix A. 12 Financial Operations The Supervisor functions as the chief fiscal officer as provided in Section 2 of the Local Finance Law; in this role, the Supervisor js responsible for the Town's accounting and financial reporting activities. In addition, the Supervisor is also the Town's budget officer and must therefore prepare the annual tentative budget for submission to the Town Board. Pursuant to Section 30 of the Local Finance Law, the Supervisor has been authorized to issue or renew certain specific types of notes. As required by law, the Supervisor must execute an authorizing certificate which than becomes a matter of public record. The Town Board, as a whole, serves as the finance board of the Town and is responsible for authorizing, by resolution, all material financial transactions such as operating and capital budgets and bonded debt. r Town finances are operated Primarily through the General and Special Revenue Funds. The General Fund receives most of its revenue from real property tax and State aid. Current operating expenditures are paid from these funds subject to available appropriations. The Town also has refuse, sewer and wastewater districts, which are accounted for within separate funds. The primary sources of income for these districts comes from special assessments levied against district properties at the same time real estate taxes are levied. Capital projects and equipment purchases are accounted for ins pecial capital projects funds. The Town observes a calendar year (January 1 through December 31) for operating and reporting purposes. Revenues The Town receives most of its revenues from a real property tax on all taxable property situated within the Town and from State Aid. A summary of such revenues for the five most recently completed fiscal years may be found in Appendix A. Real Property Taxes See "Real Property Tax Information", herein. State Aid The Town receives financial assistance from the State which comes primarily in the form of a state appropriation for State Aid to municipalities for operating purposes. There is no assurance however, that the State appropriation for State Aid to municipalities will continue, either pursuant to existing formulas or in any form whatsoever and, in any event, if appropriated and apportioned to the Town, payment can be made only if such monies are available therefore. The State is not constitutionally obliged to maintain or continue such aid. See Appendix A. Expenditures The maJor categories of expenditure for the Town are General Government Support, Public Safety, T ransportation, Economic Assistance and Opportunity Home and Community Services, Culture and Recreation, ` Employee Benefits and Debt Service. A summary of tfie expenditures for the five most recently completed fiscal years may be found in Appendix A. Pension Systems Substantially all employees of the Town are members of the New York State and Local Em to (Meth Retirement System ('ERS") or the New York State and Local Police and Fire Retirement System ("PFA (Both 1 Systems are referred to together hereinafter as the "Retirement Systems" where appropriate.) The Retirement {L Systems are cost-sharing multiple public employer retirement systems. The obligation of employers and employees to contribute and the benefits to employees are ggoverned by the New York State Retirement System and Social Security Law (the "Retirement System Law"). "fhe Retirement Systems offer a wide range of plans and benefits F` which are related to years of service and final average salary, vesting of retirement benefits, death and disability benefits and optional methods of benefit payments. All benefits generally vest after fiveyears of credited service. The Retirement System Law generally provides that all participating employers in each retirement system arejointly and severally liable for any unfunded investments. Such amounts are collected through annual billings to all participating employers. Generally, all employees except certain part-time employees, participate in the Retirement Systems. The Retirement Systems are non-contributory with respect to members hired prior to July 27, 1976. All r employees who became members on or after July 27, 1976 must contribute 3% of their gross annual salary towards the cost of their retirement program. Chapter 86 of the Laws of 2000 eliminated the 3% for Tier 3 and Tier 4 members with 10 years of service credit. A pension reform bill was signed by the Governor into Law as Chapter 49 of the Laws of 2003 which changed the cycle of billing to match budget cycles of the Town. Under the previous method, the Town was unsure of how much it would have to pay to the system until after its budget was implemented. Under the new system the contribution for a given fiscal year will be based on the value of the pension fund on the prior April 1 instead of the following April I so that the Town will be able to more accurately include the cost ofthe contribution into its budget. 13 J Chapter 49 requires the Town to make a minimum contribution of 4.5% of payroll every year, including years in which the investment performance of the fund would make a lower contribution possible. On July 20, 2004 the New York State Legislature passed a bill amending the General Municipal Law, Local Finance Law and the Retirement and Social Security Law. On July 30, 2004, the Governor signed the new retirement system legislation into Law as Chapter 260 of the Laws of 2004. `The bill gives the employer the option to move the annual payment date for contributions from December 15'hto February I", effective December 15, 2004. It increases, from five to ten years, the maximum amortization period of the portion of employer contributions that exceeds 7% of payroll for the 2004-2005 fiscal year of the Retirement System (April 1 - March 31). It also allows emplovers to issue bonds to finance their 2005-2006 and 2006-2007 fiscal year contributions in excess of 9.5% and f0.5%, respectively. This amortization may be made with the Retirement System or the Town could issue a maximum of 10-year general obligation bonds the interest on which would be set at prevailing bond market rates on the date of sale and would be taxable for federal income tax purposes. The Legislature enacted new pension provisions (Chapter 260, Laws of 2004) that enabled local governments to amortize a portion of their bill. The law allows local governments to amortize required contributions in excess of 10.5 percent for 2006, 9.5 percent for 2005 and 7 percent for 2004 of estimated salaries over a 10-year period. Employers are required to pay 5 percent interest on any amortized amounts. Contributions to the Retirement Systems Fiscal Year Amount Ending of December 31: Contribution 2004 $1,670,102 2005 2,085,137 2006 1,837,992 2007 1,947,914 2008 1,838,376 2009 (Budget) 1,875,500 Other Post Employment Benefits It should also be noted that the Town provides post-retirement healthcare benefits to various categories of former employees. These costs may be expected to rise substantially in the future. There is now an accounting rule that will require governmental entities, such as the Town, to account for post-retirement healthcare benefits as it accounts for vested pension benefits. GASB Statement No. 45 ("GASB 45") of the Governmental Accounting Standards Board ("GASB"), described below, requires such accounting. Although GASB 45 encourages earlier adoption, implementation is required by the following dates, based on the size of government measured by annual revenue: Annual Revenue Effective for Fiscal Year Ending After: Greater than $100 million December 15, 2006 Between $10 million and $100 million December 15, 2007 Less than $10 million December 15, 2008 School Districts and Boards of Cooperative Education Services, unlike other municipal units of government in the State, have been prohibited from reducing retiree health benefits or increasing health care contributions received or paid by retirees below the level of benetats or contributions afforded to or required from active employees since the implementation of Chapter 729 of the Laws of 1994. This protection from unilateral reduction of benefits has been extended annually and continued through May 15, 2009 pursuant to Chapter 43 of the Laws of 2008. Legislative attempts to provide similar protection to retirees of otherlocal units ofgovernment in the State have not succeeded as of this date. Nevertheless, many such retirees of all varieties of municipal units in the State do presently receive such benefits. GASB 45 and OPEB. OPEB refers to "other post-employment benefits," meaning other than pension benefits isa i ity benefits and OPEB consist primarily of health care benefits, and may include other benefits such as disability benefits and life insurance. Until now, these benefits have generally been administered on a pay-as-you- go basis and have not been reported as a liability on governmental financial statements. i GASB 45 will require municipalities and school districts to account for OPEB liabilities much like they already account for pension liabilities, generally adopting the actuarial methodologies used for pensions, with adjustments for the different characteristics of OPEB and the fact that most municipalities and school districts have not set aside any funds against this liability. Unlike GASB 27, which covers accounting for pensions, GASB 45 does not require municipalities or school districts to report a net OPEB obligation at the start. Under GASB 45, based on actuarial valuation, an annual required contribution ("ARC") will be determined for each municipality or school district. The ARC is the sum of (a) the normal cost for the year (the present value of future benefits being earned by current employees) plus (b) amortization ofthe unfunded accrued liability (benefits 14 I j already earned by current and former employees but not yet provided for), using an amortization period of not more than 30 years. If a municipality or school district contributes an amount less than the ARC, a net OPEB obligation will result, which is required to be recorded as a liability on its financial statements. The actuarial study has been completed by an independent actuarial firm. The Town's ARC is approximately $4.5 million and its unfunded actuarial accrued liability is approximate) $43 million. GASB 45 does not require that the unfunded liability actually be amortized nor that it be advance funded, only that the municipality or school district account for its unfunded accrued liability and compliance in meeting its ARC. ` Actuarial Valuation will be required every 2 years for OPEB plans with more than 200 members, every 3 years if there are less than 200 members. I REAL PROPERTY TAX INFORMATION Real Property Taxes The Town derives a significant portion of its annual revenue through a direct real property tax. The following table presents the total tax levy, by purpose, with adjustments and collection performance for each of the last five lgscal years. Tax Levy and Collection Record Fiscal Year Endin December, 31: 2005 2006 200 U 2009 Total Tax Levy $89,495,573 $89,934,663 $97,216,091 $103,216,661 $108,610,530a Amount Collected 83,356,976 86,628,595 94,288,000 100,030,520 58,000,009 Returned to County Amount 2,138597 3,106068 2,928091 3,186141 NAa Percentage . . . . . . . . . . 2.~9% 3.d5% 3.61% 3.68% NAa Uncollected at End of Year of Levy None None None None NA a. As of January 23, 2009. Tax Collection Procedure Property taxes for the Town are collected by the Town tax receiver. Such taxes are due and ppayable in equal installments on December 1 and May 10, but maybe paid without penalty by January. 10 and May 31, respectively. i The penalty added to delinquent taxes is one-twelfth the rate of interest determined by the State Commissioner of t Taxation and Finance. The rate is determined each year by July 15 based on the one-year constant maturity yield index for United States Treasury securities for the quarter-year ending on the immediately preceding June 30. The rate is effective for a twelve month period commencing August I each year and in no event will be less than ten per {t centum per annum. f The Town receives its full levy before the end of its fiscal year. Uncollected amounts are not segregated by the Town tax receiver, and any deficiency in tax collection is the County's liability. Tax Rates (Per $100 Assessed Valuation) Fiscal Year Endin December 31: 2005 2006 007 2008 2009 General - Townwide $139.73 $140.37 $151.02 $160.22 $184.44 General - Outside Village 5.43 4.90 3.99 7.84 6.87 Highway 38.37 40.68 39.63 41.74 39.75 r 1 15 i Large Taxable Properties 2009 Assessment Roll i Assessed Name Tyne Valuation Peconic Landing at Southold Commercial $ 1,707,704 LILCO, LIPA, Marketspan, Keyspan Utility 1,515,689 J J{ Village of Greenport-Power Plant Utility 585,000 Fishers Island Dev. Corp . Residential Development 460,100 Robins Island Holding LLC Private Lands 330,500 Alan Cardinale Shopping Center 282,600 North Fork Bank Bank Building 234,131 Damianos, Herodotus Vineyard 234,000 1 New York Telephone Utility 187,936 Levin Family Limited Partnership Motel & Restaurant 148,950 Anderson, Bradley & Francesca Farmland & Private Lands 121,400 Norris, Susan Various Properties 111,800 Laurel Links & Country Club Country Club 96,300 l Kimogenor Pt Co . Co-Op 94,600 Driftwood Cove Co-Op 90,000 $6,200,7106 i a. Assessment Roll established in 2008 for levy and collection of taxes during 2009 Fiscal Year. ' b. Represents approximately 5.69% of the total taxable assessed valuation of the Town for 2009. 1 LITIGATION The Town is subject to a number of lawsuits in the ordinary conduct of its affairs. For the most part, any potential adverse decisions in such suits, either individually or in the aggregate, are not likely to have a material adverse effect on the Town. JJ There are certain matters worthy of special mention: 1 Stanton, at al. v. Town of Southold - This is an action in inverse condemnation and nuisance by forty-two property owners, alleging property damage in the form of erosion caused by a Town-owned jetty. The Town is engaged in studies to determine the issues surrounding the alleged erosion, its causes, and possible solutions. Although this case was first filed in 1997, discovery has not been completed. The issues in this case are complex and will require extensive expert testimony. The nature and extent of damages, if any, are unknown at this oint. Insurance coverage maybe available for potential liability for alleged compensatory damages. The Town has denied any wrongdoing and intends vigorously to defend any further prosecution of this action. Quad Enterprises, et al. v. Town of Southold - This action arises from the Town Board of the Town of Southold's alleged refusal to approve a change of zone application filed by plaintiffs, which sought substantially to increase the zoning density of a parcel of land owned by a developer plaintiff. Plaintiffs assert claims under the Fair Housing Act, Americans with Disabilities Act, State and Town Law, alleging housing discrimination against senior, handicapped and disabled residents, who are also named as "Jane Doe" plaintiffs. Plaintiffs seek declaratory relief granting their desired zoning, as well as compensatory and punitive damages in the amount of $60 million ( $5 million for each of the six federal causes of action). Insurance coverage may be available for potential liability for alleged compensatory damages. Both sides have filed summaryjudgment on liability issues only. The Town has denied all wrongdoing and intends vigorously to contest these claims. East End Resources LLC v Town of Southold Planning Board, et al - This action arises from a residential site plan application pending before the Town of Southold Planning Board, seeking the approval of a multi-unit planned retirement commumty (the "Application"). Plaintiff/Petitioner alleges that the Town, and its various agencies, have systematically delayed and sought to defeat the approval of the Application. In this action, P laintiff(Petitioner asserts eight claims, seeking declaratory relief compelling the approval ofthe Application, as well as compensatory relief in the amount of $20 million as a result of alleged federal and state constitutional violations. The Town intends vigorously to defend this action and to contest all asserted claims. Notices of Claim - One possible noteworthy Notice of Claim has been filed against the Town relating to police matters. In the Notice of Claim, the plaintiff demands $5 million in damages for p ysical , emotional and civil rights injuries related to an alleged incident, believed to bean arrest by Town police officers "on or about February 21 2007 and prior arrests." Due to the vague nature of the allegations, the Town is not aware of any details of this purported claim, and intends vigorously to contest it both prior to and after the institution of a lawsuit. As of the date of this Official Statement, no lawsuit has been served upon the Town. 16 I BONDHOLDER RISKS AND MARKET FACTORS AFFECTING FINANCINGS OF THE STATE AND MUNICIPALITIES OF THE STATE f There are certain potential risks associated with an investment in the Bonds, and investors should be f thoroughly familiar with this Official Statement, including its appendices, in order to make an informed investment decision. Investors should consider, in particular, the following factors: The Town's credit rating could be affected by circumstances beyond the Town's control. Economic conditions such as the rate of unemployment and inflation, termination of commercial operations by corporate taxpayers and employers, as well as natural catastrophes, could adversely affect the assessed valuation of Town property and its ability to maintain fund balances and other statistical indices commensurate with its current credit I rating. Accordingly, a decline in the Town's credit rating could adversely affect the market value of the Bonds. In addition, if and when a holder of any of the Bonds should elect to sell a Bond prior to its maturity, there can be no assurance that a market shall have been established, maintained and be in existence for the purchase and sale of any Bonds. The price or principal value of the Bonds is dependent on the prevailing level of interest rates. If interest rates should increase, the price of a bond or note may decline causing the bond or noteholder to potentially incur a capital loss if such bond or note is sold prior to its maturity. The financial condition of the Town as well as the market for the Bonds could be affected by a variety of factors, some of which are beyond the Town's control. There can be no assurance that adverse events in the State, including, for example, the seeking by a municipality of remedies pursuant to the Federal Bankruptcy Act or otherwise, will not occur which might affect the market price of and the market for the Bonds. If a significant default f or other financial crisis should occur in the affairs of the State or any of its agencies or political subdivisions thereby further impairing the acceptability of obligations issued by borrowers within the State, both the ability of the Town to arrange for additional borrowings and the market for and market value of outstanding debt obligations, including the Bonds, could be adversely affected. Future amendments to applicable statutes affecting the treatment of interest paid on municipal bonds, including the Bonds, for income taxation purposes could have an adverse effect on the market value of the Bonds (see "Tax Matters" herein). TAX MATTERS Opinion of Bond Counsel In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Town, under existing statutes and court decisions and assuming continuing compliance with certain tax certifications described herein, (1) interest on the Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) interest on the Bonds 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. The Arbitrage and Use of Proceeds Certificate of the Town Qhe "Tax Certificate"), which will be delivered concurrently with the delivery of the Bonds will contain provisions and procedures relating to compliance with applicable requirements of the Code. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and statements of reasonable expectations made by the Town in connection with the Bonds, and Bond Counsel has assumed compliance by the Town with certain provisions and procedures set forth in the Tax Certificate relating to compliance with applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. In addition, in the opinion of Bond Counsel to the Town, under existing statutes, interest on the Bonds is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. Bond Counsel to the Town expresses no opinion regarding any other Federal or state tax consequences with respect to the Bonds. Bond Counsel renders its opinion under existing statutes and court decisions as of the issue date, and assumes no obligation to update its opinion after the issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or otherwise. Bond Counsel expresses 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 Bonds, or on the exemption from state and local tax law of interest on the Bonds. 'I 1 t 17 o- i Certain Ongoing Federal Tax Requirements and Certifications The Code establishes certain significant ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in order that interest on such Bonds be and remain excluded from gross income under Section 103 of the Code. These requirements include, but are not limited to, requirements relating to use and expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be rebated to the Federal government. Noncompliance with such requirements may cause interest on the Bonds to become included in gross income for Federal income tax purposes retroactive to their issue date, irrespective of the date on which such noncompliance occurs or is discovered. The Town, in executing the Tax Certificate, will certify 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 the exclusion of interest on the Bonds from gross income under Section 103 of the Code. Certain Collateral Federal Tax Consequences The following is a brief discussion of certain collateral Federal income tax matters with respect to the Bonds. It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner of a Bond. Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owning and disposing of the Bonds. The Bonds will be designated by the Town as "qualified tax-exempt obligations" pursuant to the provisions of Section 265 of the Code. Prospective owners of the Bonds should be aware that the ownership of such obligations may result in collateral Federal income tax consequences to various categories of persons, such as corporations (including S corporations and foreign corporations), financial institutions, property and casualty and life insurance companies, individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations the interest on which is excluded from gross income for Federal income tax purposes. Interest on the Bonds may be taken into account in determining the tax liability of foreign corporations subject to the branch profits tax imposed by Section 884 of the Code. Original Issue Discount i Original issue discount" ("OID") is the excess of the sum of all amounts payable at the stated maturity of a Bond (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates) over the issue price of that maturity. In general, the "issue price" of a maturity means the first price at which a substantial amount of the Bonds of that maturity was sold (excluding sales to bond houses, brokers, or similar persons acting in the capacity as underwriters, placement agents, or wholesalers). In general, the issue price for each maturity of the Bonds is expected to be the initial public offerin price set forth in this Official Statement. Bond Counsel further is of the opinion that, for any Bond having OID ~a "Discount Bond"), OID that has accrued and is properly allocable to the owners of the Discount Bond under Section 1288 of the Code is excludable from gross income for Federal income tax purposes to the same extent as other interest on the Bonds. In general, under Section 1288 of the Code, OID on a Discount Bond accrues under a constant yield method, based on periodic compounding of interest over prescribed accrual periods using a compounding rate determined by reference to the yield on that Discount Bond. An owner's adjusted basis in a Discount Bond is increased by accrued OID for purposes of determining gain or loss on sale, exchange, or other disposition of such Discount Bond. Accrued OID may be taken into account as an increase in the amount of tax-exempt income received or deemed to have been received for purposes of determining various other tax consequences of owning a Discount Bond even though there will not be a corresponding cash payment. Owners of Discount Bonds should consult their own tax advisors with respect to the treatment of original issue discount for Federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences of acquiring, holding, and disposing of Discount Bonds. Bond Premium In general, if an owner acquires a Bond for a purchase price (excluding accrued interest) or otherwise at a tax basis that reflects a premium over the sum of all amounts payable on the Bond after the acquisition date (excluding certain "qualified stated interest" that is unconditionally pa able at least annually at prescribed rates), that premium constitutes "bond premium" on that Bond (a "Premium Bond"). In general, under Section 171 of the Code, an owner of a Premium Bond must amortize the bond premium over the remaining term of the Premium Bond, based on the owner's yield over the remaining term of the Premium Bond, determined based on constant yield principles (in certain cases involving a Premium Bond callable prior to its stated maturity date, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on such Premium i Bond). An owner of a Premium Bond must amortize the bond premium by offsetting the qualified stated interest allocable to each interest accrual period under the owner's regular method of accounting against the bond premium 1 18 r' allocable to that period. In the case of a tax-exempt Premium Bond, if the bond premium allocable to an accrual period exceeds the qualified stated interest allocable to that accrual period, the excess is a nondeductible loss. Under certain circumstances, the owner of a Premium Bond may realize a taxable gain upon disposition of the Premium Bond even though it is sold or redeemed for an amount less than or equal to the owner's original acquisition cost. Owners of any Premium Bonds should consult their own tax advisors regarding the treatment of bond premium for Federal income tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale, exchange, or other disposition of Premium Bonds. Information Reporting and Backup Withholding Information reporting requirements apply to interest on tax-exempt obligations, including the Bonds. In i general, such requirements are satisfied if the interest recipient completes, and provides the payor with, a Form W-9, Request for Taxpayer Identification Number and Certification," or unless the recipient is one of a limited class of exempt recipients, including corporations. A recipient not otherwise exempt from information reporting who fails to satisfy the information reportin requirements will be subject to "backup withholding," which means that the payor { is required to deduct and withhold a tax from the interest payment, calculated in the manner set forth in the Code. f For the foregoing purpose, a "ppayor" generally refers to the person or entity from whom a recipient receives its ` payments of interest or who collects such payments on behalf of the recipient. If an owner purchasing a Bond through a brokerage account has executed a Form W-9 in connection with 'L the establishment of such account, as generally can be expected, no backup withholding should occur. In any event, ff backup withholding does not affect the excludability of the interest on the Bonds from gross income for Federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner's Federal income tax once the required information is furnished to the Internal Revenue Service. Miscellaneous Tax legislation, administrative action taken by tax authorities, and court decisions, whether at the federal or state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could affect the market price or marketability of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. L~ DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS Absence of Litigation i Upon delivery of the Bonds, the Town shall furnish a certificate of the Town Attorney, dated the date of delivery of the Bonds, to the effect that there is no controversy or litigation of any nature pending or threatened to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any of the proceedings taken with respect to the issuance and sale thereof or the application of moneys to the payment of the Bonds, and further stating that there is no controversy or litigation of any nature now pending or threatened by or against the Town wherein an adverse judgment or ruling could have a material adverse impact on the financial condition of the Town or adversely affect the power of the Town to levy, collect and enforce the collection of taxes or other revenues for the payment of the Bonds, which has not been disclosed in this Official Statement. Legal Matters Legal matters incident to the authorization, issuance and sale of the Bonds will be subject to the final approving opinion of Hawkins Delafield & Wood LLP, Bond Counsel. Such opinion will be available at the time of delivery of the Bonds and will be to the effect that the Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. Said opinion shall also contain further statements to the effect that (a) the enforceability of rights or remedies with respect to such Bonds may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted, and (b) said law firm has not been requested to examine or review and has not examined or reviewed the accuracy or sufficiency of the Official Statement, or any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town which have been or may be furnished or disclosed to purchasers of the Bonds, and expresses no opinion with respect to such financial or other information, or the accuracy or sufficiency thereof r 19 Closing Certificates l1 1 Upon the delivery of the Bonds, the Purchaser will be furnished with the following items: (i) a Certificate of the Town Supervisor to the effect that as of the date of this Official Statement and at all times subsequent thereto, up to and including the time of delivery of the Bonds, this Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein in the light of the circumstances under which they were made, not misleading, and further stating that there has been no adverse 9 material change in the financial condition of the Town since the date of this Official Statement up to and including the time of delivery of the Bonds, and having attached thereto a copy of this Official Statement; (ii) a Certificate 1 signed by the Town Supervisor evidencing payment for the Bonds; (iii) a Signature Certificate evidencing the due execution of the Bonds, including statements that (a) no litigation of any nature is pending or threatened, restraining or enjoining the issuance and delivery of the Bonds or the levy and collection of taxes to pay the principal of and interest thereon, nor in any manner questioning the roceedings and authority under which the Bonds were authorized or affecting the validity of the Bonds thereunder, neither the corporate existence or boundaries of the Town nor the title of any of the officers thereof to their respective offices is being contested, and (c) no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded; and (iv) an Arbitrage and Use of Proceeds Certificate executed by the Town Supervisor, as described under "Tax Matters". 1 DISCLOSURE UNDERTAKING This Official Statement is in a form "deemed final" by the Town for the purposes of Securities and Exchange Commission Rule 15c2-12. At the time of the delivery of the Bonds, the Town will provide an executed copy of its "Undertaking to Provide Continuing Disclosure" (the "Undertaking'). Said Undertaking will constitute a written agreement or contract of the Town for the benefit of holders of and owners of beneficial interests in the Bonds, to provide, or cause to be provided: (1) during any succeeding fiscal year of the Town in which the Bonds are outstanding, to (a) each nationally J recognized municipal securities information repository ("NRMSIR") and (b) the New York State Information Depository, if created, ("SID"), (i) certain annual financial information, in a form generally consistent with the information contained or cross-referenced in this Official Statement under the headings: "The Town", j "Economic and Demographic Information", "Indebtedness of the Town", "Finances of the Town", "Real Property Tax Information Demographic "Litigation"; and in Appendix A, on or prior to the 180th day following the end of each fiscal year, including ((ii) the audited financial statement, if any, for the preceeding fiscal year of the Town, unless such audited financial statement, if any, shall not then be available in which case the unaudited financial statement shall be provided and an audited financial statement shall be delivered to each NRMSIR and to the SID within 30 days after it becomes available and in no event later than 360 days after the end of each fiscal year; (2) to (a) each NRMSIR, ortothe Municipal Securities RulemakingBoard ("MSRB"), andto(b)the SID, timely notice of the occurrence of any of the following events with respect to the Bonds, if material: (i) principal and interest payment delinquencies; (u) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties, (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to rights of Bondholders; (viii) bond calls; (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds; and (xi) rating changes. The Town may provide notice of the occurrence of certain other events, in addition to those listed above, if it determines that any such other event is material with respect to the Bonds; but the Town does not undertake to commit to provide any such notice of the occurrence of any material event except those events listed above; and (3) to (a) each NRMSIR, or to the MSRB, and to (b) the SID, in a timely manner, notice of a failure to provide the annual financial information by the date specified. The Town's Undertaking shall remain in full force and effect until such time as the principal of, redemption premiums, if any, and interest on the Bonds shall have been paid in full. The sole and exclusive remedy for breach or default under the Undertaking is an action to compel specific performance of the undertakings of the Town, and no person or entity, including a holder of the Bonds, shall be entitled to recover monetary damages thereunder under any circumstances. Any failure by the Town to comply with the Undertaking will not constitute a default with respect to the Bonds. The Town reserves the right to amend or modify the Undertaking under certain circumstances set forth therein provided that any such amendment or modification will be done in a manner consistent with Rule 15c2-12 as then in effect. The Town is in compliance with all previous undertakings made pursuant to Rule 15c2-12. 1 20 A t BOND RATING Moody's Investors Services, Inc. has assigned a rating of"Aa3" to the Bonds. Such rating reflects only the view of such rating agency, and any desired explanation of the significance of such rating should be obtained from such rating agency. Generally, a rating agency bases its ratings on the information and materials furnished to it and on investigation, studies and assumptions by the rating agency. There is no assurance that a particular rating will apply for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant. Any downward revision or withdrawal of such ratings could have an adverse affect on the market price of the Bonds or the availability of a secondary market for such Bonds. Such ratings should not be taken as a recommendation to buy or hold the Bonds. FINANCIAL ADVISOR Munistat Services, Inc. has assisted the Town as financial advisor in certain matters with respect to the sale and issuance of the Bonds. ADDITIONAL INFORMATION Additional information may be obtained upon request from the office of the Town Comptroller, John A. Cushman II, Town of Southold, Town Hall, P.O. Box 1179, Southold, New York 11971, telephone number 631/765- 4333, email: j ohn.cushman@town.southold.ny.us or from the office ofMunistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776, telephone number 631/331-8888 and website: http://www.munistat.com. Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact. No representation is made that any of such statements will be realized. This Official Statement is not to be construed as a contract or agreement between the Town and the original purchasers or holders of any of the Bonds. This Official Statement is submitted only in connection with the sale of the Bonds by the Town and may not be reproduced or used in whole or in part for any other purpose. TOWN OF SOUTHOLD, NEW YORK By: s/s SCOTT A. RUSSELL Town Supervisor and Chief Fiscal Officer March 10, 2009 21 I I i i APPENDIX A FINANCIAL INFORMATION 'if I Balance Sheet General Fund 1 Fiscal Year Ending December 31: 2005 2006 2007 ASSETS I Cash and Investments $ 9,292,437 $ 8,339,472 $ 21,437,689 ± Accounts Receivable 24,533 22,346 17,263 1 Due From Other Funds 176,390 190,208 74,500 Due From Trust Funds 68 State and Federal Aid Receivables 81,849 110,153 62,377 Due From Other Governments 1,867,136 2,075,955 826,834 j Supply Inventory 1,204 2,099 1,275 li Prepaid Expenses 498,344 426,200 460,951 Total Assets $ 11,941,961 $ 11,166,433 $ 22,880,889 LIABILITIES AND FUND EQUITY Accounts Payable $ 627,049 $ 701,018 $ 830,531 Due to Other Funds 1,888,241 1,205,516 21305,222 Due to Other Governments 393,570 243,292 9,569,319 Due to Trust Funds 7,044 12,601 25,484 Deferred Revenues 3,018,595 3,619,307 5,066,541 Total Liabilities 5,934,499 5,781,734 17,797,097 Fund Balances - Reserved: ,,~~y)y Encumbrances 4,009 13,284 193,041 i Insurance claims 1,105,879 513,329 588,614 Supply Inventory 1,204 2,099 1,275 Prepaid Expenses 498,344 426,200 460,951 Fund Balances - Unreserved: Designated - Ensuing Year's Budget 2,657,200 2,185,000 11816,000 Undesignated 1,740,826 2,244,787 2,023,911 Total Fund Equity 6,007,462 5,384,699 5,083,792 Total Liabilities and Fund Equity $ 11,941,961 $ 11,166,433 $ 22,880,889 Sources: Audited Financial Reports of the Town (2005 through 2007) Table itself NOT audited. ~I I A-1 Statement of Revenues, Expenditures and Changes in Fund Balance General Fond Town Wide ----Fiscal Year Ending December 31 2003 2004 2005 2006 2007 Revenues. Real Property Taxes $ 13,247,572 $ 13,962,268 $ 14,608,674 $ 14,872,736 $ 16,205,911 Other Real Property Tax Items 51,311 65,720 68,807 85,808 92,606 Non-Property Tax Items 401,035 415,071 415,071 616,670 683,873 Departmental Income 315,289 344,217 345,956 477,849 411,790 Intergovernmental Charges 202,917 296,050 252,558 316,049 329,202 Use of Money & Property 201,702 254,142 489,796 684,166 764,912 Licenses & Pernuts 188,480 214,461 249,178 258,794 253,494 Fines & Forfeitures 107,084 107,315 140,192 171,763 155,477 Sale of Property & Comp. for Loss 56,893 405,077 93,290 95,057 148,283 Miscellaneous Local Sources 133,346 128,027 432,269 146,260 185,945 State Aid 2,225,401 2,974,027 2,637,870 2,725,177 2,412,869 Federal Aid 146,574 160,337 174,348 228,491 145,568. 17,277,604 19,3262712 192908,009 20,678,820 21,789,930 Expenditures: General Government Support 3.751,469 4,395,571 4,641,568 5,177,745 5,234,683 Public Safety 6,033,207 6,254,365 7,177,145 7,371,280 7,816,643 Public health 32,988 33,288 33,288 32,988 35,238 Transportation 398,358 401,866 446,877 452p50 550,906 Economic Assistance & Opportunity 833,501 931,566 901,139 949,740 1,064,905 Culture & Recreation 317,769 304,071 354,768 384,983 345,540 Home & Community Services 228,578 341,764 315,273 530,270 417,654 Employee Benefits 2,617,783 4,868,116 5,857,963 5,811,868 6,172,279 Debt Service Principal & Interest 1,007,318 2,104,202 1,5602055 1,313,234 787,775 Total Expenditures 15,220,971 19,634,809 21,288,076 22,024,158 22,425,623 Excess (Deficiency) of Revenues Over Expcnditurc9 2,056,633 (308,097) (1,380,067) (1,345,338) (635,693) Operating Transfers In 1,392,850 2,932,574 2,642,859 2,253,944 2,738,349 Operating' Transfers Out (1,910,781) (1,304,195) (1,895,023) (1,531,369) (2,403,563) Total Other Financing Sources (Uses) (517,931) 1,628,379 7472836 722,575 334,786 Excess (Deficiency) of Revenues and Other Sources Over Expenditures and Other Uses 1,538,702 1,320,282 (632,231) (622,763) (300,907) Fund Balance Beginning of Year 3,780,709 5,319,411 6,639,693. 6,007,462 5,384,699 Fond Balance End of Year $ 5,319,411 $ 6,639,693 $ _ 6,007,462 $ 5,384,699 $ 5,083,792 Sources. Audited Financial Reports of the Town (2003-2007) Table itself NOT audited. A-2 Statement of Revenues, Expenditures and Fund Balance Highway Fund Fiscal Year Ended December 31: 2003 2004 2005 2006 2007 Revenues: Real Property Taxes $ 3,513,902 $ 3,520,332 $ 3,805,032 $ 4,095,347 $ 4,027,695 Other Real Property Tax Items 6,428 3,679 9,046 12,689 12,722 Intergovernmental Charges 15,573 Use of Money & Property 18,520 23,884 77,817 140,578 142,501 Licenses & Permits 8,231 4,937 11,126 9,484 10.362 Sale of Property & Comp. for Loss 4,033 2,960 2,796 7,521 29,213 Miscellaneous Local Sources 16 155,054 State Aid 458,686 228,337 188,147 276,337 296,263 Federal Aid 67,699 4.093.072 3,784,145 4,249,018 4,541,956 4,518,756 Expenditures: Transportation 2,733,518 2,638,121 2,913,768 3,028,076 3,437.186 Employee Benefits 976.406 415,102 500,343 515,106 510.185 Debt Serv ice 15,128 22,219 178,371 283,652 17001 Total Expenditures 3,725,052 3,075,442 3,592,482 3,826,834 3,964972 Excess (Deficiency) of Revenues Over Expenditures 368,020 708,703 656,536 715,122 554.384 Operating Transfers In 211 Operating Transfers Out (60,000) (690,390) (520,085) (452,648) (794,696) Total Other Financing Sources (Uses) (60,000) (690,390) (520,085) (452,648) (794,485) Excess (Deficiency) of Revenues and Other Sources Over Expenditures and Other Uses 308.020 18,313 136,451 262,474 (240,101) Fund Balance Beginning of Year 594,064 902,084 920,397 1,056,848 1,319,322 Fund Balance End of Year $ 902,084 $ 920,397 $ 1,056,848 $ 1,319,322 1,079,221 Sources: Audited Financial Reports of the Town (2003-2007) Table itself NOT audited. A-3 I i Statement of Revenues, Expenditures and Changes in Fund Balance Non-Major Governmental Funds (t) Fiscal Year Ending December 31: 2003 2004 2005 2006 2007 Revenues: Real Property Taxes $ 2,197,525 $ 2,506,945 S 2,381,335 $ 2,741.362 $ 2,831,897 Other Real Property Tax Items 874 3,105 2,516 4,489 4,581 Non-Property Tax Items 117,449 336,139 213386 229,346 234,091 Departmental Income 2,339,227 2,517,584 2,504,880 2,275,935 2,147,502 Intergovernmental Charges 1,614 1,013 1,013 1,809 905 Use of Money & Property 18,147 21,365 64,092 95,272 94,361 Licenses& Permits 139,620 199,849 165,965 163.780 169,338 Fines and Forfeitures 49.000 Sale of Property & Comp. for Loss 44,450 76,069 109.137 135,662 216,437 Miscellaneous Local Sources 230 5,025 153,591 6,652 13,283 State Aid 161,393 72,651 75,374 127,278 93,135 Federal Aid 111.299 166,368 224,136 41,163 210,175 5,180,828 5,906,113 5,895,825 5,822,748 6,015.705 Expenditures: General Government Support 134,969 92,514 99,895 103,654 87,970 Public Safety 749,904 739.198 807,474 869,154 948,311 Public Health 6,408 6,664 6,864 7,104 7,370 Home & Community Services 1230,201 3,225,586 3,102,639 3,363,781 3,173,114 Employee Benefits 874,049 371,038 444,858 470,377 468,989 Debt Service 117,562 88,803 671,720 822,590 530,796 Total Expenditures 5,113,093 4,523,803 5.133,450 5,636,660 5,216,550 Excess (Deficiency) of Revenues Over Expenditures 67,735 1,382,310 762,375 186.088 799,155 Operating Transfers In Operating Transfers Out (483,500) (1,081,441) (504,720) (429,145) (874,115) Total Other Financing Sources (Uses) (483,500) (1,081,441) (504,720) (429,145) (874,115) Excess (Deficiency) of Revenues and Other Sources Over Expenditures and Other Uses (415,765) 300,869 257,655 (243,057) (74,960) Fund Balance Beginning of Year 1,261,339 845,574 1,146,444 1,446,849 (2) 1,203,792 Fund Balance End of Year $ 845,574 $ 1,146,443 $ 1,404,099 $ 1,203,792 S 1,128,832 (I) Includes the following funds: General Fund Part Towns, Special Grant Fund, East-West Fire Protection Fund, Southold Wastewater District, Fishers Island Sewer District and Solid Waste Management District. (2) Difference due to Prior Year Accounting Adjustment Sources: Audited Financial Reports of the Town (2003-2007) Table itself NOT audited. A-4 i BUDGET SUMNLARY Fiscal Year Ending December 31, 2009 Appropriations Less: Less: Amount to be and Provisions Estimated Unexpended Raised by Fund for Other Uses Revenues Balance Tax General $ 25,749,632 $ 4,321,679 $ 1,262,000 $ 20,165,953 General-Outside Village 2,231,278 1,225,350 292,000 713,928 Highway-Townwide 4,935,705 421,519 381,000 4,133,186 Community Development 130,000 130,000 0 0 Risk Retention Fund 674,500 674,500 0 0 Community Preservation Fund 3,997,500 3,997,500 0 0 Employees Health Plan 4,098,872 4,098,872 0 0 Total-Town $ 41,817,487 $ 14,869,420 $ 1,935,000 $ 25,013,067 Orient Road Improvement District 4,580 0 20 4,560 East-West Fire Protection District 597,863 3,000 5,700 589,163 Fishers Island Ferry District 3,412,000 2,822,000 0 590,000 Solid Waste Management District 3,997,640 2,490,100 0 1,507,540 Southold Wastewater District 87,500 8,000 75,000 4,500 Fishers Island Sewer District 30,705 30,705 0 0 F.I. Refuse & Garbage District 549,800 50,000 100,000 399,800 Orient Mosquito District 70,000 0 0 70,000 Subtotal-Special Districts $ 8,750,088 $ 5,403,805 $ 180,720 $ 3,165,563 Orient-East Marion Park District 35,583 0 0 35,583 Southold Park District 315,000 0 0 315,000 Cutchogue-New Suffolk Park Dist 145,000 0 0 145,000 Mattituck Park District 608,928 31,750 100,000 477,178 Subtotal-Park Districts $ 11104,511 $ _ 31,750 $ _ 100,000 $ 972,76] Fishers Island Fire District 359,700 3,300 0 356,400 Orient Fire District 525,240 60,724 0 464,516 East Marion Fire District 541,716 2,000 18,750 520,966 Southold Fire District 1,738,238 44,200 0 1,694,038 Cutchogue Fire District 1,150,350 20,000 246,750 883,600 Mattituck Fire District _ 1,881,871 0 0 1,881,871 Subtotal-Fire Districts $ 6,197,115 $ 130,224 $ 265,500 $ 5,801,391 Total-All Districts 16,051,714 5,565,779 546,220 9,939,715 Grand Total $ 57,869,201 $ 20,435,199 $ 2,481,220 $ 34,952,782 Source: Adopted Budget of the Town. A-5 BUDGET SUMMARY Fiscal Year Ending December 31, 2008 Appropriations Less. Less: - - Amount to be and Provisions Estimated Unexpended Raised by Fund for Other Uses Revenues Balance Tax General $ 24,413,069 $ 5,205,781 $ 1,816,000 $ 17,391,288 General-Outside Village 2,246,677 1,119,700 317,000 809,977 Highway Fund 5,198,627 396,032 491,000 4,311,595 Community Development 136,000 136,000 0 0 Risk Retention Fund 765,000 765,000 0 0 Community Preservation Fund 5,200,000 5200,000 0 0 Employees Health Plan 2,892,500 2,692,500 200,000 0 Total-Town _ $ 40,851,873 $15,515,63_ $ 2,824,000 $ 22,512,860 Orient Road Improvement District 4,500 0 0 East-West Fire Protection District 552,863 5,000 6,400 541,463 Fishers Island Ferry District 3,220,775 2,630,775 0 590,000 Solid Waste Management District 4,224,695 2,640,350 77,400 1,506,945 Southold Wastewater District 102,265 9,020 90,000 3,245 Fishers Island Sewer District 30,950 30,700 250 0 F.I. Refuse & Garbage District 563,800 0 0 563,800 Orient Mosquito District 86,900 0 0 86,900 Subtotal-Special Districts $ 8,786,748 - - $ 5,315,845 $ 174,050 $ 3,292,353 Orient-East Marion Park District 34,780 0 0 34 780 Southold Park District 315,000 0 0 315,000 Cutchogue-New Suffolk Park Dist. 145,000 0 0 145,000 Mattituck Park District 560,229 29,000 50,000 481,229 Subtotal-Park Districts $ 1,055,009 $ 29,000 $ _SQ,000- $ 976,009 Fishers Island Fire District 359,700 3,300 0 356,400 Orient Fire District 483,940 45,272 0 438,668 East Marion Fire District 536,380 13,200 0 523,180 Southold Fire District 1,631,025 33,000 0 1,598,025 Cutchogue Fire District 1,412,000 20,000 0 1,392,000 Mattituck Fire District 1,978,770 0 0 1,978,770 Subtotal-Fire Districts $ 6,401,815 - _ $ 114,772 $ 0 $ 6,287,043 Total-All Districts 16,243,572 5,459,617 224,050 10,555,405 _ Grand Total $ 57,095,445 $ 20,974,630 $ 3,048,050 $ 33,068,265 Source: Adopted Budget of the Town. A-6 TOWN OF SOUTHOLD APPENDIX B FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 NOTE: SUCH FINANCIAL REPORT AND OPINIONS WERE PREPARED AS OF THE DATE THEREOF AND HAVE NOT BEEN REVIEWED AND/OR UPDATED IN CONNECTION WITH THE PREPARATION AND DISSEMINATION OF THIS OFFICIAL STATEMENT. CONSENT OF THE AUDITORS HAS NOT BEEN REQUESTED OR OBTAINED. FINANCIAL SECTION Independent Auditors' Report.__ 1-2 1 REQUIRED SUPPLEMENTARY INFORMATION Management's Discussion and Analysis 3-11 1 BASIC FINANCIAL STATEMENTS Government-Wide Financial Statements Statement of Net Assets 12 Statement of Activities_ . 13 Fund Financial Statements Governmental Fund Financial Statements Balance Sheet and Reconciliation of the Governmental Funds Balance Sheet to The Statement of Net Assets 14-15 Statement of Revenues, Expenditures, and Changes in Fund Balances and Reconciliation of the Governmental Funds Statement of Revenues, Expenditures, And Changes in Fund Balances to the Statement of Activities 16-17 Fiduciary Fund Financial Statements Statement of Fiduciary Net Assets..._ 18 Notes to Financial Statements 19-36 REQUIRED SUPPLEMENTARY INFORMATION OTHER THAN MANAGEMENT DISCUSSION AND ANALYSIS Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual General Fund 37 Highway Fund 38 1 OTHER SUPPLEMENTARY INFORMATION COMBINING FUND STATEMENTS: Non-major Governmental Funds Combining Balance Sheet 39 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances 40 DISCRETELY PRESENTED COMPONENT UNITS Discretely Presented Component Units: Combining Statement of Net Assets 41 Combining Statement of Activities 42 J Q O U- QU Z W CERTIFIED PUBLIC ACCOUNTANTS, BUSINESS ADVISORS AND CONSULTANTS 25 Suffolk Court, Hauppauge, New York 11788 631.434.9500 • Fax 631.434.9518 www. avz. com INDEPENDENT AUDITORS' REPORT Honorable Supervisor and Town Board Town of Southold Southold, New York We have audited the accompanying financial statements of the governmental activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the Town of Southold, New York, as of December 31, 2007, and for the year then ended, which collectively comprise the Town's basic financial statements as listed in the table of contents. These financial statements are the responsibility of the Town's management. Our responsibility is to express an opinion on these financial statements based on our audit. Except as discussed in the following paragraph, we conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Town of Southold's discretely presented component units with the exception of one, the Fishers Island Ferry District, were not audited as of the report date, nor were we able to satisfy ourselves as to those financial activities by other auditing procedures. The discretely presented component units represent 29.5%, 34.8% and 35.4%, respectively, of the assets, net assets and revenues of the aggregate discretely presented component units. The financial statements of the Fishers Island Ferry District were audited by other auditors whose report thereon have been furnished to us and in our opinion, insofar as it relates to the amounts included for that one component unit, is based solely on the reports of the other auditors. In our opinion, except for the effects of such adjustments if any as might have been determined to be necessary had the unaudited component units financial statements been audited and based on our audit and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the aggregate discretely presented component units, each major fund and the aggregate remaining fund information of the Town of Southold, New York, as of December 31, 2007, and the respective changes in financial position for the year then ended in conformity with accounting principles generally accepted in the United States of America. The Management's Discussion and Analysis and the budgetary information are not a required part of the basic financial statements but are supplementary information required by accounting principles generally accepted in the United States of America. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the supplementary information- However, we did not audit the information and express no opinion on it. ALBRECHT, VIGGIANO, ZURECK & COMPANY, P.C. Ieoevsuowr •deeB a BKR I ~ _1_ Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Town of Southold, New York's basic financial statements. The combining and individual fund financial statements are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual fund financial statements have been subjected to the auditing procedures applied in the audit of the basic financial statements of the Town of Southold, New York, and, in our opinion, is fairly presented in all material respects in relation to the basic financial statements taken as a whole- . P Hauppauge, New York October 2, 2008 2 i REQUIRED SUPPLEMENTARY INFORMATION Management's Discussion and Analysis i TOWN OF SOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 The following is a discussion and analysis of the Town of Southold's financial performance, providing an overview of the Town's financial activities for the year ended December 31, 2007. Use this section in conjunction with the Town's basic financial statements. USING THIS ANNUAL REPORT This annual report consists of a series of financial statements. The Statement of Net Assets and the Statement of Activities provide information about the activities of the Town as a whole and present a longer- term view of the Town's finances. For governmental activities, these statements tell how these services were financed in the short term as well as what remains for future spending. Fund financial statements also report the Town's operations in more detail than the government-wide statements by providing information about the Town's most significant funds. The remaining statements provide financial information about activities for which the Town acts solely as a trustee agent for the benefit of those outside of the government. Reporting the Town as a Whole The Statement of Net Assets and the Statement of Activities One of the most important questions asked about the Town's finances is, "Is the Town as a whole better off or worse off as a result of the year's activities?" The Statement of Net Assets and the Statement of Activities report information about the Town as a whole and about its activities in a way that helps answer this question. These statements include all assets and liabilities using the accrual basis of accounting, which is similar to the accounting used by most private-sector companies. The Statement of Activities is significantly different than a typical Statement of Revenues, Expenses, and Changes in Fund Balance. You will notice that expenses are listed in the first column with revenues from that particular program reported to the right. The result is a net (expense)/revenue. The reason for this kind of format is to highlight the relative financial burden of each of the functions on the Town's taxpayers. It also identifies how much each function draws from the general revenues or if it is self-financing through fees and grants. All of the current year's revenues and expenses are taken into account regardless of when cash is received or paid. These two statements report the Town's net assets and their respective changes. You can think of the Town's net assets-the difference between assets and liabilities-as one way to measure the Town's financial health, or financial position. Over time, increases or decreases in the Town's net assets are one indicator of whether its financial health is improving or deteriorating. You will need to consider other non-financial factors, however, such as changes in the Town's property tax base and the condition of the Town's buildings, roads, drainage and other assets to assess the overall health of the Town. In the Statement of Net Assets and the Statement of Activities, we divide the Town into two kinds of activities: • Governmental activities - The Town's basic services are reported here, including: general government support; public safety; public health; transportation; economic assistance and opportunity; culture and recreation and home and community services. Property taxes, sales taxes, franchise fees, fines, and state and federal grants finance these activities. The Town also charges fees to customers to help it cover the cost of certain services it provides. • Component units - The Town includes seven separate legal entities in its report (one ferry district, one sanitation district, one mosquito district and four park districts). Although legally separate, these component units are important because the Town is financially accountable for them. Complete financial statements of the individual component units can be obtained from their respective administrative offices (Note A). -3- TOWN OF SOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 Reporting the Town's Most Significant Funds Fund Financial Statements The fund financial statements provide detailed information about the most significant funds-not the Town as a whole. Some funds are required to be established by state law and by bond covenants. However, the Town establishes many other funds to help it control and manage sources of funding and spending related to specific activities. The Town's basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are available for spending. These funds are reported using an accounting method called modified accrual accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the Town's general government operations and the basic services it provides. Governmental fund information helps you determine whether there are more or fewer financial resources that can be spent in the near future to finance the Town's programs. We describe the relationship (or differences) between governmental activities (reported in the Statement of Net Assets and the Statement of Activities) and governmental funds in a reconciliation that follows these fund financial statements. The Town as Trustee Reporting the Town's Fiduciary Responsibilities All of the Town's fiduciary activities are reported in a separate Statement of Fiduciary Net Assets. We exclude these activities from the Town's other financial statements because the Town cannot use these assets to finance its operations. The Town is responsible for ensuring that the assets reported in these funds are used for their intended purposes. FINANCIAL ANALYSIS OF THE TOWN AS A WHOLE Our analysis below focuses on the net assets and changes in net assets of the Town's governmental activities. Condensed Statement of Net Assets Primary Governmental Activities December 31, 2007 and 2006 2007 2006 Assets Current and other assets $ 43,347,669 $ 23,769,534 Capital assets 109,728,421 100,557,312 Total assets 153,076,090 124,326,846 Liabilities Current and other liabilities 24,314,029 15,552,211 Long-term liabilities 28,413,510 14,773,434 Total liabilities 52,727,539 30,325,645 Net assets Invested in capital assets, net of related debt 83,294,421 84.334,214 Restricted: Land acquisition 13,909,980 6,864,987 Debt service 79,339 17,572 Unrestricted 3,064,811 2,784,428 Total net assets $ 100,348,551 $ 94,001,201 -4- TOWN OF SOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 FINANCIAL ANALYSIS OF THE TOWN AS A WHOLE (continued) Total assets in the Town as of December 31, 2007 were $153 million, an increase of $28.7 million. Total liabilities as of December 31, 2007 were $52.7 million, which represents an increase of $22.4 million from December 31, 2006. This results in a net asset balance of $100.3 million, an increase of $6.3 million. Of the Town's net asset balance $83.2 million were invested in capital assets, net of related debt; $14 million was restricted for future land acquisition and payments on debt service while $3 million was unrestricted. Changes in Net Assets Primary Governmental Activities for the years ended December 31, 2007 and 2006 2007 2006 Program Revenues Charges for services $ 3,260,873 $ 3,407,682 Operating grants and contributions 842,604 713,597 Capital grants and contributions 2,121,558 4,834,716 6,225,035 8,955,995 General Revenues Real property taxes 23,065,503 21,709,445 Other real property tax items 109,909 102,986 Non-property tax items 6,989,400 6,669,730 Interest earnings 1,502,349 1,233,122 State aid - unrestricted 2,293,295 2,610,189 Other 930,666 463,671 34,891,122 32,789,143 Total Revenues 41,116,157 41,745,138 Program Expenses General government support 7,020,895 6,843,661 Public safety 12,358,296 11,421,283 Public health 46,146 43,499 Transportation 6,980,032 7,298,698 Economic assistance and opportunity 1,506,488 1,354,610 Culture and recreation 629,444 713,164 Home and community services 5,390,045 4,912,384 Interest on debt 837,461 553,713 Total Expenses 34,768,807 33,141,012 Increase in Net Assets $ 6,347,350 $ 8,604,126 -5- TOWN OF SOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 FINANCIAL ANALYSIS OF THE TOWN AS A WHOLE (continued) Total Cost of Services Primary Governmental Activities for the year ended December 31, 2007 Total Cost of Services General government support $ 7,020,895 Public safety 12,358,296 Public health 46,146 Transportation 6,980,032 Economic assistance and opportunity 1,506,488 Culture and recreation 629.444 Home and community services 5,390,045 Interest on debt 837,461 $ 34,768,807 Net Cost of Services Primary Governmental Activities for the year ended December 31, 2007 Total Cost Program Net Cost of Services Revenues of Services General government support $ 7,020,895 $ 322,350 $ 6,698,545 Public safety 12,358,296 675,103 11,683,193 Public health 46,146 10,316 35,830 Transportation 6,980,032 355,337 6,624,695 Economic assistance and opportunity 1,506,488 438,810 1,067,678 Culture and recreation 629,444 185,682 443,762 Home and community services 5,390,045 4,237,437 1,152,608 Interest on debt 837,461 837,461 $ 34,768,807 $ 6,225,035 $28,543,772 The cost of all governmental activities this year was $34.8 million. The net cost of these services, however, after subsidized by program revenues including charges for services and program grants, was $28.5 million. The Town's change in net assets after general revenues of $28-8 million was an overall increase of $6.3 million. I -6- TOWN OF SOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 FINANCIAL ANALYSIS OF THE TOWN AS A WHOLE (continued) $14,000,000 - Expenses and Program Revenues Governmental Activities $12,000,000 O Expenses i $10,000,000 ¦Program Revenues I ! $8,000,000 ; $6,000,000 $4,000,000 I $2,000,000 I $ General Public safety Public health Transportation Economic Culture and Home and Interest on debt government assistance and recreation community, support opportunity services Operating Capital grants grants and and Revenue by Source contributions contributions 2% 12% Governmental Activities for the year ended December 31, 2007 Other Real property taxes $ 23,065,503 general revenues State aid - unrestricted 2,293,295 23% Real Charges for services 3,260,873 property Other general revenues 9,532,324 axes 52% Operating grants and contributions 842,604 Capital grants and contributions 2,121,558 Charges for $ 41,116,157 services 8% State aid - unrestricted 6% -7- I TOWN OFSOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 FINANCIAL ANALYSIS OF THE TOWN AS A WHOLE (continued) THE TOWN'S FUNDS The general fund balance has decreased by approximately $300,000 due primarily to actual expenditures in excess of revenues. The following schedule presents a summary of the governmental funds - (general, special revenue, and capital projects) revenues and expenditures for the year ended December 31, 2007, and the amount of change and percentage of total in relation to the prior year. Increase % 2007 2006 (Decrease) Change REVENUES Real property taxes $ 23,065,503 $ 21,709,041 $ 1,356,462 5.9% Other real property tax items 109,909 102,986 6,923 6.3% Non-property tax items 917,964 846,016 71,948 7.8% Departmental income 2,559,292 2,753,784 (194,492) -7.6% Intergovernmental charges 6,401,543 6,142,177 259,366 4.1% Use of money and property 1,650,001 1,376,729 273,272 16.6% Licenses and permits 433,194 432,058 1,136 0.3% Fines and forfeitures 155,477 171,763 (16286) -10.5% Sale of property and compensation for loss 393,933 238,240 155,693 39.5% Miscellaneous local sources 487,582 303,912 183,670 37.7% State aid 3,696,346 7,108,866 (3,412,520) -92.3% Federal aid 1,280,709 595,604 685,105 53.5% Total Governmental Fund Revenues $ 41,151,453 $ 41,781,176 $ (629,723) -1.5% EXPENDITURES General government support $ 5,322,653 $ 5,281,399 $ 41,254 0.8% Public safety 8,764,954 8,240,434 524,520 6.0% Public health 42,608 40,092 2,516 5.9% Transportation 3,988,092 3,480,126 507,966 12.7% 'i Economic assistance and opportunity 1,064,905 949,740 115,165 10.8% Home and community services 3,518,654 3,748,764 (230,110) -6.5% Culture and recreation 417,654 530,270 (112,616) -27.0% Employee benefits 7,151,453 6,797,351 354,102 5.0% Capital 12,436,627 13,324,188 (887,561) -7.1% Debt service principal and interest 1,622,942 2,504,007 (881,065) -543% Total Governmental Fund Expenditures $ 44,330,542 $ 44,896,371 $ (565,829) -1.3% GENERAL FUND BUDGETARY HIGHLIGHTS Over the course of the year the Town Board revises the budget as needed so that expenditures do not exceed appropriations. In all Town funds, various transfers between appropriations were approved for this purpose. 8 i TOWN OF SOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 CAPITAL ASSET AND DEBT ADMINISTRATION Capital Assets As of December 31, 2007 the Town had $109.7 million in net capital assets including land, buildings, improvements, machinery and equipment, and infrastructure. The Town's component units had $22.1 million in net capital assets including land, buildings, improvements, machinery and equipment, and sewer mains. Capital Assets at December 31, Primary government 2007 2006 Land $ 68,929,202 $ 58,341,517 Construction in progress 1,067,738 220,114 Buildings 8,316,323 8,307,223 Improvements other than buildings 13,624,650 13,618,159 Machinery and equipment 10,197,793 9,916,143 Infrastructure 71,461,368 70,694,655 Total capital assets 173,597,074 161,097,811 Less accumulated depreciation 63,868,653 60,540,499 Primary government - Total net capital assets $ 109,728,421 $ 100,557,312 Component units Land $ 2,193,353 $ 2,213,759 Construction in progress 404,367 12,947,081 Buildings 3,500,910 3,566,885 Improvements other than buildings 17,028,469 3,220,732 Machinery and equipment 3,504,995 3,320,899 Infrastructure 2,172,080 2,145,280 Total capital assets 28,804,174 27,414,636 Less accumulated depreciation 6,702,685 6,074,572 Component units - Total net capital assets $ 22,101,489 $ 21,340,064 -9- TOWN OF SOUTHOL.D MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 CAPITAL ASSET AND DEBT ADMINISTRATION (continued) Capital Assets (continued) The capital program is a long range financing guide and not a definitive plan. Each appropriation must be authorized by Town Board resolution before being undertaken. Each may be financed by issuance of general obligation bonds, which, at times, are preceded by issuance of bond anticipation notes for various periods of time depending on the probable usefulness of the purpose of expenditure. The following sets forth a summary of the Town's capital program. Equipment 2008 General Fund $ 258,600 Highway Fund 110,000 Special Districts 689.000 Total Equipment $ 1.057 600 Improvements General Fund $ 6,469,328 Special Districts 1,500 000 Total Improvements $ 7,969,328 Total Program $___9_Q26 .928 Additional information on the Town's capital assets can be found in Note C.3 to the financial statements. Debt Administration The Town of Southold's bond credit rating from Moody's Investors Services was Aa2 as of December 31, 2007. Debt Limit - The Town has the power to contract indebtedness for any Town purpose so long as the principal amount thereof, subject to certain limited exceptions, shall not exceed seven percent of the average full valuation of taxable real estate of the Town, and subject to certain enumerated exclusions and deductions such as water and certain sewer facilities and cash or appropriations for current debt service. The constitutional method for determining full valuation is calculated by taking the assessed valuation of taxable real estate as shown upon the latest completed assessment roll and dividing the same by the equalization rate as determined by the State Board of Equalization and Assessment. The State Legislature is required to prescribe the manner by which such ratio shall be determined. Average full valuation is determined by taking the sum of the full valuation of the last completed assessment roll and the four preceding assessment rolls and dividing such sum by five. Percentage of debt contracting power exhausted at December 31, 2007 was 4.41 At December 31, 2007, the Town had approximately $25.0 million in long term general obligation bonds outstanding, of which $22.4 million was for general Town purposes. Also outstanding at year-end were bond anticipation notes in the amount of $6.2 million of which $4.4 million was for general Town purposes. Additional information on the Town's debt activity can be found in Note CA to the financial statements. -10- TOWN OF SOUTHOLD MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2007 ECONOMIC FACTORS AND NEXT YEAR'S BUDGETS AND RATES Property Tax The Town has adopted a budget for the 2008 fiscal year which factors in inflation and other adjustments to revenues and expenditures as well as prior year positive and negative fund balances. The 2008 budget includes an overall increase in real property tax revenues from the prior year of approximately 6.45% for the general Town governmental activities. State Aid and Local Assistance The Town receives financial assistance from New York State and from Suffolk County. During 2007, financial assistance included state aid consisting of mortgage tax of $2.3 million, consolidated highway aid of $296 thousand, and other state aid of approximately $794 thousand. State aid per capita was $93 thousand and County local government assistance was $286 thousand. Additionally, if the State should not adopt its budget in a timely manner, municipalities and school districts in the State, including the Town, may be affected by a delay in the payment of state aid. The State is not constitutionally obligated to maintain or continue state aid to the Town. The Town's 2008 budget included similar amounts for this financial assistance. Retirement System In 2003 the Town of Southold adopted the New York State Early Retirement Incentive Program as authorized by Chapter 69 of the Laws of 2002. The option to retire early ran through December 31, 2002. The eligibility varied based on tier, age and years of service, but all options required that the employees be at least fifty (50) years of age and being vested in the New York State Retirement System. The Town funds it retirement billing currently. As part of its contractual agreements with the unions, the Town of Southold also offers fully paid health insurance benefits (but not welfare benefits) for the retiree and their present spouse until death of the retiree. CONTACTING THE TOWN'S FINANCIAL MANAGEMENT This financial report is designed to provide our citizens, taxpayers, customers, and creditors with a general overview of the Town's finances and to show the Town's accountability for the money it receives. If you have questions about this report or need additional financial information, contact the Town of Southold, Office of the Town Comptroller, Southold, New York. -11- BASIC FINANCIAL STATEMENTS TOWN OF SOUTHOLD GOVERNMENT-WIDE FINANCIAL STATEMENT STATEMENT OF NET ASSETS December 31, 2007 Primary Governmental Component Activities Units ASSETS Current Assets: Cash and investments $ 27,003,180 $ 1,522,506 Cash - restricted 13,554,395 Accounts receivable 182,338 78,621 Due from fiduciary funds Due from other governments 1,225,741 Due from primary government 677,898 State and federal aid receivables 204,613 1,522,644 Prepaid charges 1,048,627 51,490 Inventory of material and supplies 1,275 Total Current Assets 43,220,169 3,853,159 Non-Current Assets: Deferred charges, net of accumulated amortization 127,500 Non-depreciable capital assets 69,996,940 2,597,720 Depreciable capital assets, net of depreciation 39,731,481 19,503,769 Total Non-Current Assets 109,855,921 22,101,489 Total Assets 153,076,090 25,954,648 LIABILITIES Current Liabilities: Accounts payable and accrued liabilities 1,424,589 1,390,469 Accrued interest payable 254,675 64,461 Bond anticipation notes payable 4,384,000 1,860,000 Due to other governments 9,569,319 Due to fiduciary funds 25,484 Unearned revenue 7,150,302 647,023 Non-current liabilities due within one year General obligation bonds payable 1,495,000 200,000 Claims and judgments payable 50,000 Estimated liability for landfill closure and postclosure care costs 10,660 Total Current Liabilities 24,314,029 4,211,953 Non-Current Liabilities: General obligation bonds payable 20,870,000 2,455,000 Compensated absences 6,971,397 Claims and judgments payable 100,000 Estimated liability for landfill closure and postclosure care costs 572,113 Total Non-Current Liabilities 28,413,510 2,555,000 Total Liabilities 52,727,539 6,766,953 NET ASSETS Investment in capital assets, net of related debt 83,294,421 17,132,809 Restricted: Land acquisition 13,909,980 Debt service 79,339 2,756 Unrestricted 3,064,811 2,052,130 Total Net Assets $ 100,348,551 $ 19,187,695 See notes to the financial statements. -12- TOWN OF SOUTHOLD GOVERNMENT-WIDE FINANCIAL STATEMENT STATEMENT OF ACTIVITIES Year ended December 31, 2007 Net Expenses and Program Revenues Change in Net Assets Operating Capital Charges for Grants and Grants and Primary Component Function/Program Expenses Services Contributions Contributions Government Units PRIMARY GOVERN M ENT Government Activ'dia., General government support $ 7,020,895 $ 210,585 $ 111,765 $ 6,698,545 Public safety 12,358,296 543,811 131,292 11,683;193 Public health 46,146 10,316 35,830 Transportation 6,980,032 39,074 20,000 $ 296,263 6,624,695 Economic assistance and opportunity 1,506,488 184,273 254,537 1,067,678 Culture and recreation 629,444 185.682 443.762 Home and community services 5,390,045 2,097,448 314,694 1,825,295 1,152,608 Interest on debt 837,467 837,461 Total Primary Government $ 34,768,807 $ 3,260,873 $ 842,604 $ 2,121,558 $ 28,543,772 COMPONENT UNITS General government support $ 193,250 $ 193,250 Public health 86,911 88,911 imnspor(aliuo 2,819,880 $ 2,546,987 $ 1,220,744 (947,851) Culture and recreation 893,070 893,070 Home antl community services 649,453 51,400 598,053 Interest on debt 183,028 183,028 Total Cornponpnt Units $ 4,825,592 $ 2,598,387 $ -0- $ 1,220,744 $ 1,006,461 GENERAL REVENUES Real property taxes $ 23,065,503 $ 2,142,757 Other real properly tax Items 109,909 2,802 Nonproperty tax items 6,989,400 90,558 Interest earnings 1,502,349 96,097 State aid - unrestricted 2,293,295 616,739 Other 930,666 65,498 Total General Revenues 34,891,122 3,013,851 Change in Net Assets 6,347,350 2,007,390 Net Assets at Beginning of Year 94,001,201 17,180,305 Net Assets at End of Year § 100,348,551 $ 19,167,695 See notes to financial statements. -13- TOWN OF SOUTHOLD BALANCE SHEET GOVERNMENTAL FUNDS December 31, 2007 MAJOR GOVERNMENTAL FUNDS Non-Major Capital Governmental General Highway Projects Funds Totals ASSETS Cash and Investments $ 21,437,689 $ 1,193,195 $ 3,305,435 $ 1,066,861 $ 27,003,180 Cash - restricted 13,554,395 13,554,395 Accounts Receivable 17,263 11,906 153,169 182,338 Due from Other Funds 74,500 1,260,522 126,342 902,933 2,364,297 State and Federal Aid Receivable 62,377 100,000 42,236 204,613 Due from Other Governments 826,834 398,907 1,225,741 Supply Inventory 1,275 1,275 Prepaids 460,951 52,151 48,546 561,648 Total Assets $ 22,880,889 $ 2,505,868 $ 17,496,985 _$__2,213,745 $ 45,097,487 LIABILITIES AND FUND BALANCES LIABILITIES Accounts Payable $ 830,531 $ 146,552 $ 195,162 $ 222,172 $ 1,394,417 Retained Percentages 30,172 30,172 Bond Anticipation Notes Payable 4,384,000 4,384,000 Due to Other Funds 2,305,222 27,090 31,985 2,364,297 Due to Trust Funds 25,484 25,484 Due to Other Governments 9,569,319 9,569,319 Deferred Revenue 5,066,541 1,253,005 830,756 - 7,150,302 Total Liabilities 17,797,097 1,426,647 4,609,334 1,084,913 24,917,991 FUND BALANCE Fund Balances - Reserved: Encumbrances 193,041 25,770 218,811 Supply Inventory 1,275 1,275 Prepaids 460,951 23,315 484,266 Community Preservation 10,890,710 10,890,710 Land Acquisition 3,019,270 3,019,270 Debt Service 79,339 79,339 Fund Balance - Unreserved: Designated - Ensuing Year's Budget 1,816,000 491,000 2,307,000 Insurance Claims 588,614 588,614 Non-Major Special Revenue Funds 323,400 323,400 Undesignated 2,023,911 588,221 (1,101,668) 756,347 2,266,811 Total Fund Balance 5,083,792 1,079,221 12,887,651 1,128,832 20,179,496 Total Liabilities and Fund Balance $ 22,880,889 $ 2,505,868 $ 17,496,985 $ 2,213,745 $ 45,097,487 See notes to the financial statements- -14- TOWN OF SOUTHOLD RECONCILIATION OF THE GOVERNMENTAL FUNDS BALANCE SHEET TO THE STATEMENT OF NET ASSETS December 31, 2007 Total Fund Balances - Governmental Funds $ 20,179,496 Amounts reported for governmental activities in the Statement of Net Assets are different because: Capital assets less accumulated depreciation are included in the Statement of Net Assets: Capital assets - non-depreciable $ 69,996,940 Capital assets - depreciable 103,600,134 Accumulated depreciation (63,868,653) 109, 728, 421 Other long-term assets are not available to pay for current-period expenditures and, therefore, are deferred in the funds Long-term liabilities applicable to the Town's governmental activities are not due and payable in the current period and accordingly are not reported in the funds. However these liabilities are included in the Statement of Net Assets: General obligation bonds payable $ (22,365,000) Compensated absences (6,971,397) Estimated liability for landfill closure and postclosure care costs (582,773) (29,919,170) Prepaid items included in the Statement of Net Assets 486,979 Deferred charges, included in the Statement of Net Assets 127,500 Interest payable applicable to the Town's governmental activities are not due and payable in the current period and accordingly are not reported in the funds. However these liabilities are included in the Statement of Net Assets. (254,675) Net Assets of Governmental Activities $ 100,348,551 See notes to financial statements. -15- TOWN OF SOUTHOLD STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTALFUNDS For the year ended December 31, 2007 MAJOR GOVERNMENTAL FUNDS Non-Major Capital Governmental General Highway Projects Funds Totals REVENUES Real Property Taxes $ 16,205,911 $4,027,695 $2,831,897 $ 23,065,50: Other Real Property Tax Items 92,606 12,722 4,581 109,90! Non-Property Tax Items 683,873 234,091 917,96, Departmental Income 411,790 2,147,502 2,559,29; Intergovernmental Charges 329,202 $ 6,071,436 905 6,401,54: Use of Money and Property 764,912 142,501 648,227 94,361 1,650,00 Licenses and Permits 253,494 10,362 169,338 433,19, Fines and Forfeitures 155,477 155,4T Sale of Property and Compensation for Loss 148,283 29,213 216,437 393,93 Miscellaneous Local Sources 185,945 288,354 13,283 487,58 State Aid 2,412,869 296,263 894,079 93,135 3,696,34 Federal Aid 145,568 924,966 210,175 1,280,70 Total Revenues 21,789,930 4,518,756 8,827,062 6,015,705 41,151,45 EXPENDITURES Current: General Government Support 5,234,683 87,970 5,322,65 Public Safety 7,816,643 948,311 8,764,95 Public Health 35,238 7,370 42,60 Transportation 550,906 3,437,186 3,988,09 Economic Assistance and Opportunity 1,064,905 1,064,9C Home and Community Services 345,540 3,173,114 3,518,65 Culture and Recreation 417,654 417,6E Employee Benefits 6,172,279 510,185 468,989 7,151,4E Capital Outlay 12,436,627 12,436,62 Debt Service: Principal 543,040 236,058 779,0£ Interest 244,735 17,001 287,370 294,738 843,82 Total Expenditures 22,425,623 3,964,372 12,723,997 5,216,550 44,330,5< Excess (Deficiency) of Revenues Over Expenditures (635,693) 554,384 (3,896,935) 799,155 (3,179,0?{ Other Financing Sources (Uses) Debt Proceeds 14,650,000 14,650,0( Transfers In 2,738,349 211 1,333,814 4,072,3; Transfers Out (2,403,563) (794,696) (874,115) (4,072,31 Total Other Financing Sources (Uses) 334,786 (794,485) 15,983,814 (874,115) 14,650,0( Net Change in Fund Balance (300,907) (240,101) 12,086,879 (74,960) 11,470,91 Fund Balances at Beginning of Year 5,384,699 1,319,322 800,772 1,203,792 8,708,5E Fund Balances at End of Year $ 5,083,792 $1,079,221 $ 12,887,651 $1,128,832 $ 20,179,44 See notes to the financial statements. -16- TOWN OF SOUTHOLD RECONCILIATION OF THE GOVERNMENTAL FUNDS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES TO THE STATEMENT OF ACTIVITIES For the year ended December 31, 2007 Net Change in Fund Balance $ 11,470,911 Governmental funds report capital outlays as expenditures. However, in the Statement of Activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. The amount by which capital outlay exceeds depreciation in the current period is: Capital outlay $13,193,594 Depreciation expense (4,005,790) Loss on dispositions (16,695) 9,171,109 Some expenses reported in the Statement of Activities do not require the use of current financial resources and therefore, are not reported as expenditures in governmental funds: Prepaid charges 27,481 Deferred charges (21,250) The issuance of long-term debt and increase in obligations under capital leases provides current financial resources to governmental funds, while the repayment of the principal of long term debt and capital leases consumes the current financial resources of governmental funds. Neither transaction has any effect on net assets. Bonds issued (14,650,000) Repayment of bond principal 779,098 Due to Employees Retirement System 48,804 Compensated absences (495,736) Estimated liability for landfill closure and postclosure care costs 10,550 Accrued interest payable 6,383 Change in Net Assets of Governmental Activities $ 6,347,350 I See notes to financial statements. 17 TOWN OF SOUTHOLD STATEMENT OF FIDUCIARY NET ASSETS December 31, 2007 Fishers Island Town Ferry District Totals ASSETS Cash and investments $ 5,718,965 $ 34,367 $ 5,753,332 Total Assets $ 5,718,965 $ 34,367 $ 5,753,332 LIABILITIES Other liabilities $ 4,861,089 $ 34,367 $ 4,895,456 Deposits held 857,876 857,876 Total Liabilities $ 5,718,965 $ 34,367 $ 5,753,332 I See notes to financial statements. -18- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Town of Southold (the "Town"), which was established in 1640, is governed by Town Law and other general laws of the State of New York and various local laws. The Town Board is the legislative body responsible for overall operations. The Town Board consists of the Supervisor who is elected for a term of four years and five council members who are elected for terms of four years. The Town Board appoints the Town Attorney, Comptroller and the Commissioner of Public Works whose terms are fixed by Town Law. The Town Clerk, Receiver of Taxes, Superintendent of Highways, Justices and Town Trustees are all elected and serve for four years, respectively. The Town provides a full range of municipal services, including public safety, transportation, home and community services, public works and road maintenance, recreation and parks, and general and administrative services. The financial statements of the Town of Southold have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. The more significant of the government's accounting policies are described below- 1 . REPORTING ENTITY The financial reporting entity consists of: (a) the primary government, which is the Town of Southold; (b) organizations for which the primary government is financially accountable; and (c) other organizations for which the nature and significance of their relationship with the primary government are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete as set forth in GASB Statement No. 14. The decision to include a potential component unit in the Town of Southold reporting entity is based on several criteria set forth in GASB Statement No. 14 including legal standing, dependency and financial accountability. Based on the application of these criteria, the following is a summary of certain entities considered in determining the Town of Southold's reporting entity. Certain special districts of the Town of Southold provide sanitation, ferry, and park services to residents and businesses within the districts. These special districts are organized under New York State Town law and have separately elected boards. Special districts cannot issue bonded debt without the approval and the backing of the full faith and credit of the Town. Tax levies of the special districts are collected by the Town Receiver of Taxes. As a result of this fiscal dependency, the Town is financially accountable for these special districts. Accordingly, these special districts have been determined to be component units of the Town and are presented discretely in a separate column in the combined financial statements to emphasize that they are legally separate from the primary government. 2. BASIS OF PRESENTATION The Town's basic financial statements include both government-wide (reporting the Town as a whole) and fund financial statements (reporting the Town's major funds). Govemment-wide Financial Statements The government-wide financial statements reports information on the Town as a whole, except fiduciary activities, with separate columns for the primary governmental activities as well as the discretely presented component units. In the government-wide Statement of Net Assets, the Town's governmental activities are presented on a consolidated basis and are reported on a full accrual, economic resource basis, which recognizes all long-term assets and receivables as well as long-term debt and obligations. The Town's net assets are reported in three parts-investments in capital assets, net of related debt; restricted net assets; and unrestricted net assets. -19- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2. BASIS OF PRESENTATION (continued) The government-wide Statement of Activities reports both the gross and net cost of each of the Town's functional categories (public safety, transportation, home and community services, etc.), which are otherwise supported by general government revenues (property, sales and use taxes, certain intergovernmental revenues, fines, permits and charges, etc.). The Statement of Activities reduces gross expenses (including depreciation), by related program revenues and operating and capital grants, to produce the net cost of each program. Program revenues include (a) charges for services and (b) operating and capital grants and contributions that are directly associated with the function. Operating grants include operating-specific and discretionary (either operating or capital) grants while the capital grants column reflects capital- specific grants. The net costs (by function) are normally covered by general revenue (property taxes, intergovernmental revenues, interest income, etc). As a general rule the effect of interfund activity has been eliminated in general purpose financial statements. This government-wide focus is more on the sustainability of the Town as an entity and the change in the Town's net assets resulting from the current year's activities. Fund Financial Statements The fund financial statements are similar to the financial statements presented in the previous model. The new emphasis is on the major funds in the fund financial statements. Non-major funds are summarized into a single column. The accounts of the Town are organized on the basis of funds, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund balances, revenues, and expenditures, which are segregated for the purpose of carrying on specific activities or attaining certain objectives in accordance with special regulations, restrictions or limitations. The various funds are presented by type in the fund financial statements. Accordingly, the Town maintains the following fund types: Governmental Funds - Governmental funds are those through which most governmental functions are financed. The acquisition, use and balances of expendable financial resources and the related liabilities are accounted for through governmental funds. The measurement focus of the governmental funds is upon determination of financial position and changes in financial position. Governmental funds are further classified as major and non-major funds. The Town reports the following major governmental funds: General Fund - is the principal operating fund of the Town. This fund is used to account for all financial resources except those required to be accounted for in other funds. Highway Funds - used to account for the maintenance and operation of highways. Capital Projects Fund - used to account for financial resources to be used for the acquisition or construction of major capital facilities (other than those financed by special assessment funds and trust funds)- -20- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2. BASIS OF PRESENTATION (continued) Fund Financial Statements (continued) Additionally, the Town reports the following non-major funds: Special Revenue Funds - are used to account for the proceeds of speck revenue sources (other than major capital projects) that are legally restricted to expenditures for specified purposes. Special Revenue Funds include the following: General Fund Part Town - To provide general services outside the Village of Greenport. Special Grant Fund - Segregate and account for projects funded by Community Development revenue. Special District Funds - To provide special services to areas that encompass less than the whole town. Fiduciary Funds - Fiduciary Funds are used to account for assets held by the Town in a trustee or custodial capacity. Agency Fund - is for money (and/or property) received and held in the capacity of trustee, custodian or agent. Discretely Presented Component Units Certain special districts that have separately elected boards provide transportation, park, mosquito control, and sanitation services to residents and businesses within these districts, and follow government fund accounting principles. These districts, which are accounted for as discretely presented component units, are as follows: The Fishers Island Ferry District, established in 1947 Orient Mosquito District, established in 1916 Fishers Island Garbage and Refuse District, established in 1952 Cutchogue-New Suffolk Park District, established in 1953 Orient-East Marion Park District, established in 1969 Southold Park District, established in 1907 Mattituck Park District, established in 1941 Complete financial statements of these component units can be obtained from their respective administrative offices: Orient Mosquito District Fishers Island Garbage 145 Platt Road & Refuse District Orient, NY 11957 Fishers Island, NY 06390 Cutchogue-New Suffolk Orient-East Marion Park District Park District P.O. Box 311 P.O. Box 12 Cutchogue, NY 11935 Orient, NY 11957 Southold Park District Mattituck Park District P.O. Box 959 P.O. Box 1413 Southold, NY 11971 Mattituck, NY 11952 Fishers Island Ferry District P.O. Box 1179 Southold, NY 11971 -21- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3. BASIS OF ACCOUNTING/MEASUREMENT FOCUS Measurement focus refers to what is being measured whereas the basis of accounting refers to when revenues and expenditures are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurement made, regardless of the measurement focus applied. In the government-wide statements, governmental activities are presented using the economic measurement focus and are presented using the accrual basis of accounting. Under the resources accrual basis of accounting, revenues are recognized when earned and expenses are recorded when the liability is incurred or economic asset used. Revenues, expenses, gains, losses, assets, and liabilities resulting from exchange and exchange-like transactions are recognized when the exchange takes place. In the funds statements, governmental funds use a current financial resources measurement focus and are accounted for using the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recognized when susceptible to accrual (measurable and available to finance current operations). "Measurable" means the amount of the transaction can be determined and "available" means collectible within the current period or soon enough thereafter to pay liabilities of the current period. The Town considers all revenues available if they are collected within 60 days after the year end. Revenues susceptible to accrual include Suffolk County local assistance at year end on behalf of the Town, franchise fees, and charges for services, intergovernmental revenues and operating transfers. Permits, fees, and other similar revenues are not susceptible to accrual because generally they are not measurable until they are received in cash. In those instances where expenditures are the prime factor in determining eligibility for state and federal grants, revenues are recognized when the expenditure is incurred. In the Capital Projects Fund, long-term debt is recognized as revenue upon receipt of the proceeds. Expenditures are recorded on the accrual basis except that (a) expenditures for prepaid expenses are recognized when incurred; (b) principal and interest on indebtedness are recognized as expenditures when due; (c) compensated absences, such as vacation and sick leave, which vest or accumulate, are charged as expenditures when paid. Encumbrance accounting, under which purchase orders, contracts and other commitments are recorded for budgetary control purposes in order to reserve that portion of the applicable appropriation, is employed in the governmental funds. Appropriations for all governmental funds except the capital projects fund lapse at year-end. However, encumbrances reserved against fund balances are re-appropriated in the ensuing year. Encumbrances are reported as reservations of fund balances since they do not constitute expenditures or liabilities. Expenditures for such commitments are recorded in the period in which the liability is incurred 4. ASSETS, LIABILITIES AND FUND EQUITY CASH AND CASH EQUIVALENTS Cash consists of funds deposited in demand accounts, time deposit accounts and certificates of deposit with maturities of less than three months. For purposes of the Statement of Cash Flows, the Town considers all highly liquid investments with a maturity when purchased of three months or less and all local government investment pools to be cash equivalents. RESTRICTED ASSETS Certain assets of the Capital Projects including Community Preservation are classed as restricted assets because their use is restricted by contractual agreements and regulations. -22- I TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4. ASSETS, LIABILITIES AND FUND EQUITY (continued) RECEIVABLES Receivables include amounts due from Federal, State, and other governments or entities for services provided by the Town. Receivables are recorded and revenues recognized as earned or as specific program expenditures are incurred. INVENTORY - MATERIALS AND SUPPLIES Inventory in the general and special revenue funds is valued at cost. Inventory in these funds is accounted for under the consumption method. CAPITAL ASSETS Capital assets purchased or acquired with an original cost of $5,000 or more are reported at historical cost or estimated historical cost. Contributed assets are reported at fair market value as of the date received. Additions, improvements and other capital outlays that significantly extend the useful life of an asset are capitalized. Other costs incurred for repairs and maintenance are expensed as incurred. Depreciation on all assets is provided on the straight- line basis over the following estimated useful lives: Buildings 10-40 years Improvements and other 20 years Machinery and equipment 5-10 years Infrastructure 20-30 years Infrastructure assets, consisting of certain improvements other than buildings including roads, curbs, sidewalks, bridges and street lighting are capitalized along with other capital assets. In the fund financial statements, capital assets are recorded as capital outlay expenditures in the governmental fund upon acquisition. DEFERRED REVENUE/UNEARNEDINCOME Deferred revenues/unearned income are those where asset recognition criteria have been met, but which revenue recognition criteria have not been met. Such amounts include collections in advance, unearned income and amounts that have been deemed to be "measurable" but not "available" to finance current expenses pursuant to generally accepted accounting principles. PREPAIDS Prepaids record payments to vendors that benefit future recording periods and are reported on the consumption basis. Prepaids in the general and special revenue funds represent insurance premiums paid for coverage that will benefit the subsequent period and for retirement benefits that will benefit a future period- LONG-TERM OBLIGATIONS The liabilities for long-term obligations consisting of general obligation bonds, compensated absences, due to employee retirement system, judgments, claims and liability for landfill closure and post closure costs are recognized in the government-wide financial statements. In the fund statements, long-term obligations are not reported as liabilities. The debt proceeds are reported as other financing sources and payment of principal and interest reported as expenditures. 5. REVENUES AND EXPENDITURES REAL PROPERTY TAX ASSESSMENT AND COLLECTION PROCEDURES In Suffolk County, the assessment and lien of real property for taxation is done by the County Department of Assessment. Real property taxes become a lien on December 11 , for both school and general taxes. The Town's assessment rolls are used for the levy of real property taxes by the Town and the School Districts, as well as by the County and by Special Districts of the County and the Town. -23- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 5. REVENUES AND EXPENDITURES (continued) REAL PROPERTY TAX ASSESSMENT AND COLLECTION PROCEDURES (continued) The Town of Southold Receiver of Taxes collects all real property taxes for the Town, Suffolk County, Town Special Districts and School Districts. These taxes are levied on December 1, and are due in two installments, 50% on December 1 and 50% on May 10, payable without penalty to January 10 and May 31, respectively. Penalties are imposed thereafter at the rate of one-twelfth of the rate of interest determined by the State Commissioner of Taxation and Finance, after which taxes are payable to the County Treasurer. The Town retains the total amount of Town, Highway and Town Special Districts levies from the amount collected, and forwards the balance collected to the County which assumes collection responsibility. The Town and Town's Special Districts therefore realize annually the 100% collection of real property taxes. School District property taxes are also levied on December 1, and are also payable in two installments. School property taxes are due in two installments, 50% on December 1 and 50% on May 10 payable without penalty to January 10 and May 31, respectively. The County is also responsible for uncollected school taxes. INTERFUND TRANSACTIONS Interfund transactions have been eliminated from the government-wide financial statements. In the funds statements interfund transactions include: a) Interfund Revenues Interfund revenues, which are quasi-external transactions, in the general fund represent amounts charged for services or facilities provided by the general fund. The amounts paid by the fund receiving the benefit of the service or facilities are reflected as an expenditure of that fund. b) Transfers Transfers represent payments to the debt service, general fund and capital projects funds from the other funds for their appropriate share of the debt service, general fund or capital project costs. COMPENSATED ABSENCES The liability for vested or accumulated vacation or sick leave (compensated absences) is recorded as current and noncurrent obligations in the government-wide statements. The current portion of this debt is estimated based on historical trends. In the fund financial statements only the compensated absence liability payable from expendable available financial resources is incurred The amount that is expected to be liquidated with expendable available financial resources is reported as expenditures and a liability in the funds statement in the respective fund that will pay it 6. EQUITY CLASSIFICATIONS In the Government-wide Statements, equity is classified as net assets and displayed in three components: a) Invested in capital assets, net of related debt-Consists of capital assets including restricted capital assets, net of accumulated depreciation and reduced by the outstanding balances of any bonds, notes, or other borrowings that are attributable to the acquisition, construction, or improvement of those assets. -24- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 6. EQUITY CLASSIFICATIONS (continued) b) Restricted net assets-Consists of net assets with constraints placed on the use either by (1) external groups such as creditors, grantors, contributors, or laws or regulations of other governments; or (2) law through constitutional provisions or enabling legislation. c) Unrestricted net assets-All other net assets that do not meet the definition of "restricted" or "invested in capital assets, net of related debt." In the Fund Statements, governmental fund equity is classified as fund balance. Fund balance is further classified as reserved and unreserved, with unreserved further split between designated and undesignated. Portions of fund equity are segregated for future use and therefore not available for future appropriation or expenditure. Amounts reserved for encumbrances, inventory, insurance claims and debt service represent portions of fund equity, which are required to be segregated in accordance with state law or GAAP. Designations of fund balances in governmental funds indicate the utilization of these resources in the subsequent year's budget or tentative plans for future use. B. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY 1. BUDGETARY DATA Budgets are adopted annually on a basis consistent with generally accepted accounting principles. Appropriations authorized for the current year are increased by the amount of encumbrances carried forward from the prior year. Budgetary controls for special revenue funds are established in accordance with the applicable grant agreement, which may cover a period other than the Town's fiscal year. Appropriate budgetary adjustments have been made to reflect these grant agreements during the Town's fiscal year. The Town follows the procedures enumerated below in establishing the budgetary data reflected in the financial statements: a) No later than October 1, the Supervisor submits a tentative budget to the Town Board for the fiscal year commencing the following fiscal year. The tentative budget includes the proposed means of financing for all funds. b) After public hearings are conducted to obtain taxpayer comments, no later than November 20, the Town Board adopts the budget. c) The Town Board must approve all modifications of the budget. However, the Supervisor is authorized to transfer certain budgeted amounts within departments. In order to show the full legal level of budgetary compliance for the general and certain special revenue funds, detailed individual statements of revenues, expenditures and changes in fund balances - budget and actual, are presented in a separate budget report. II 25 TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 B. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY (continued) 2. FUND BALANCES DESIGNATION OF FUND BALANCE Portions of the unreserved balances at December 31, 2007 were designated for the subsequent year's operating budgets as follows: Total for Subsequent Fund Balance Fund Balance Year's Unreserved Fund Unreserved Budget Undesignated Major Governmental Funds General Fund- Townwide $ 3,839,911 $ 1,816,000 $ 2,023,911 Highway Fund 1,079,221 491,000 588,221 Non-Major Funds: Town Outside Village 699,645 317,000 382,645 East West Fire Protection District 20,198 6,400 13,798 Southold Wastewater District 213,094 213,094 Fishers Island Sewer District 36,581 36,581 Solid Waste Management District 110,229 110,229 FUND DEFICITS The capital projects fund had an undesignated deficit fund balance at December 31, 2007- The capital projects fund deficit will be eliminated as short-term debt is redeemed or converted to permanent financing. C. DETAILED NOTES ON ALL FUNDS 1. CASH AND INVESTMENTS Cash consists of funds deposited in demand accounts, time deposit accounts, and certificates of deposit with maturities of less than three months. The Town's investments are governed by a formal investment policy. The Town's monies must be deposited in FDIC-insured commercial banks or trust companies located within the state. The Town is authorized to use demand accounts and certificates of deposit. Permissible investments include obligations of the U.S. Treasury, U.S. Agencies and investments made by the Cooperative Liquid Asset Security System (CLASS). CLASS is a cooperative investment plan consisting of U.S. Treasury Obligations and repurchase agreements relating to treasury obligations. Investments are stated at cost, which approximates market value. CLASS was established as a cooperative investment arrangement organized under the CLASS Municipal Cooperation Agreement made pursuant to New York General Municipal Law, Article 3A and 5-G. Collateral is required for demand deposits and time deposits accounts at 105% of all deposits not covered by federal deposit insurance. Obligations that may be pledged as collateral include obligations of the United States and its agencies and obligations of the State and its municipalities and school districts. The Town's collateral agreements are based on the Town's available balance. Custodial Credit Risk - Deposits/ Investments - Custodial credit risk for deposits exists when, in the event of the failure of a depository financial institution, a government may be unable to recover deposits, or recover collateral securities that are in possession of an outside agency. Custodial credit risk for investments exists when, in the event of the failure of the counterparty, a government will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. I -26- ' TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 C. DETAILED NOTES ON ALL FUNDS (continued) 1. CASH AND INVESTMENTS (continued) Governmental Accounting Standards Board Statement No. 40 directs that deposits be disclosed as exposed to custodial credit risk K they are not covered by depository insurance, and the deposits are either: • Uncollateralized • Collateralized with securities held by the pledging financial institution, or • Collateralized with securities held by the pledging financial institution's trust department or agent but not in the Town's name At December 31, 2007 the Town's cash book balance was approximately $47,805,000. This amount is inclusive of Fiduciary fund deposits of approximately $5,700,000 but exclusive of petty cash of approximately $2,000. The available bank balance was approximately $46,200,000. Of the bank balance, $1,100,000 was covered by Federal deposit insurance, and approximately $86,800,000 was covered by collateral held by the Town's agent, a third-party financial institution, in the Town's name. 2. INTERFUND RECEIVABLES AND PAYABLES Interfund receivables and payables for the primary government at December 31, 2007 were as follows: Amount Amount Receivable Payable Major Governmental Funds: General Fund - Town wide $ 74,500 $ 2,305,222 Highway Fund 1,260,522 27,090 Capital Projects Fund 126,342 Non-Major Governmental Funds: General Fund - Part Town 267,093 East-West Fire District 157,192 Southold Wastewater District 1,051 Fishers Island Sewer District 470 2,000 Solid Waste Management District 477,127 29.985 7 Total $ 2 364 297 $ 2,364,29 Interfund receivable and payable balances for the primary government at December 31, 2007 are expected to be paid currently. Interfund transfer balances for the primary government at December 31, 2007 represent primarily the payment of operating and capital expenditures and are stated as follows: Transfers Transfers In Out Major Governmental Funds: General Fund - Town wide $ 2,738,349 $ 2,403,563 Highway Fund 211 794,696 Capital Projects Fund 1,333,814 Non-Major Governmental Funds: General Fund - Part Town 226,842 Solid Waste Management District 647 273 Total $ 4 072 374 $ 4 072 374 -27- 1 TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 C. DETAILED NOTES ON ALL FUNDS (continued) 3. CAPITAL ASSETS Balance Balance Primary government 1/1/07 Additions Deletions 12/31107 Capital assets not being depreciated Land $ 58,341,517 $ 10,587,685 $ 68,929,202 Construction in progress 220,114 847,624 1,067,738 Total capital assets not being depreciated 58,561,631 11,435,309 69,996,940 Depreciable capital assets Buildings 8,307,223 9,100 8,316,323 Improvements other than buildings 13,618,159 13,817 $ 7,326 13,624,650 Machinery and equipment 9,916,143 968,653 687,003 10,197,793 Infrastructure 70,694,655 766,713 71,461,368 Total depreciable capital assets 102,536,180 1,758,283 694,329 103,600,134 Less accumulated depreciation Buildings 2,206,266 129,946 7,326 2,328,886 Improvements other than buildings 3,932,088 410,123 4,342,211 Machinery and equipment 6,597,870 722,594 670,310 6,650,154 Infrastructure 47,804,275 2,743,127 50,547,402 Total accumulated depreciation $ 60,540,499 $ 4,005,790 $ 677,636 63,868,653 Total net depreciable capital assets 39,731,481 Total net capital assets $ 109,728,421 Depreciation expense was charged to governmental functions as follows: General government support $ 246,830 Public safety 160,526 Transportation 2,972,168 Economic assistance and opportunity 37,295 Culture and recreation 64,207 Home and community services 524,764 $ 4,005,790 -28- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 C. DETAILED NOTES ON ALL FUNDS (continued) 3. CAPITAL ASSETS (continued) Balance Balance Discretely presented component units 1/1/07 Additions Deletions 12/31/07 Capital assets not being depreciated Land $ 2,213,759 $ 20,406 $ 2,193,353 Construction in progress 12,947,081 $ 39,489 12,582,203 404,367 Total capital assets not being depreciated 15,160,840 39,489 12,602,609 2,597,720 Depreciable capital assets Buildings 3,566,885 9,485 75,460 3,500,910 Improvements other than buildings 3,220,732 13,807,737 17,028,469 Machinery and equipment 3,320,899 245,096 61,000 3,504,995 Infrastructure 2,145,280 26,800 2,172,080 Total depreciable capital assets 12,253,796 14,089,118 136,460 26 206,454 Less accumulated depreciation Buildings 1,373,575 84,500 1,458,075 Improvements other than buildings 1,179,246 410,900 39,049 1,551,097 Machinery and equipment 2,284,411 148,117 61,000 2,371,528 Infrastructure 1,237,340 84,645 1,321,985 Total accumulated depreciation $ 6,074,572 $ 728,162 $ 100,049 6,702,685 Total net depreciable capital assets 19,503,769 Total net capital assets $ 22,101,489 4. INDEBTEDNESS SHORT TERM DEBT Bond Anticipation Notes (BANS) - Bond anticipation notes (BANS) are used as a temporary means of financing capital expenditures in the capital projects fund. State law requires that BANS issued for capital purposes be converted to long-term obligations within five years after the original issue date. The notes or renewal thereof may not extend more than two years beyond the original date of issue unless a portion is redeemed within two years and within each 12 month period thereafter. Liabilities for BANs are generally accounted for in the capital projects fund. BANS are expected to be paid from the proceeds of future bond issues after renewal of these notes. These BANs bear interest at various rates from 3.35% to 3.95% and are due at various dates through 2008. When BANs are not redeemed with the proceeds of bond issues, but instead paid from budgetary appropriations, the principal amount paid is recorded as an expenditure in the operating fund and a financing source is recorded in the capital projects fund. These notes are summarized as follows: Interest Description Amount- -Rate Various Purposes $ 3,560,000 3.95% Various Purposes 699,000 175% Fishers Island Sewer 125,000 3.35% New London Wharf 1,500,000 3.70% Fishers Island Garbage 360,000 3.76% Total 6 244 000 -29- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 C. DETAILED NOTES ON ALL FUNDS (continued) 4. INDEBTEDNESS (continued) SHORT TERM DEBT (continued) A summary of changes in BANS for the for the year ended December 31, 2007 is as follows: Balance Balance 1/1/07 Increases Reductions 12/31/07 Primary Government $ 7,729,000 $ 3,673,000 $ 7,018,000 $ 4,384,000 Component Units 2,185,000 -0- 325,000 1,860,000 $ 9 914 000 S 3 673 000 $ 7 343 000 $ 6-244,000 LONG TERM DEBT Summary of changes in long-term debt transactions for the year ended December 31, 2007 is as follows: 1 Non-current Balance Balance liabilities due Non-current 1/1107 Increases Reductions 12131!07 within one year liabilities Primary Government General obligation bonds $ 8,494,098 $ 14,650,000 $ 779,098 $ 22,365,000 $ 1,495,000 $ 20,870 000 Due to Employees Retirement System 48,804 48,804 -0- -0- Net compensated absences 6,475,661 495,736 6,971 397 6,971,397 Estimated liability for landfill closure and post-closure care costs 593,323 10,550 582,773 10,660 572,113 Component Units: General obligation bonds 2,855,000 200,000 2,655.000 200,000 2,455,000 General Obligation Bonds - The Town borrows money in order to acquire land, equipment or construct buildings and improvements. This enables the cost of these capital assets to be borne by the present and future taxpayers receiving the benefit of the capital assets. These long-term liabilities, which are backed by the full faith and credit of the Town, bear interest at various rates from 3.14% to 6.375% and have maturity dates in 2008 through 2030. Future principal and interest payments to maturity for both the primary government and the component units are as follows: Year Ending Principal Interest 2008 $ 1,695,000 $ 950,557 2009 1,750,000 888,643 2010 1,575,000 827,440 2011 1,600,000 768,387 2012 1,540,000 709,850 2013 1,425,000 654,789 2014 1,440,000 600,927 2015 1,435,000 545,816 2016-2020 6,085,000 1,948,783 2021-2025 3,725,000 973,281 2026-2030 2,750,000 292,188 Totals $___5 020 M011 S 9,16Q,661. Other long-term liabilities for claims and judgments, compensated absences, retirement system and the estimated liability for landfill Closure and past closure costs are to be paid by the fund that gave rise to the liability- -30- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 C. DETAILED NOTES ON ALL FUNDS (continued) 4. INDEBTEDNESS (continued) PRIOR YEAR DEFEASANCE OF DEBT In prior years, the Town defeased certain bonds by placing the proceeds of new bonds in an irrevocable trust with an escrow agent to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and liability for the defeased bonds are not included in the Town's financial statements. At December 31, 2007, $1,700,000 of these bonds outstanding are considered defeased. 5. RETIREMENT SYSTEM Plan Description The Town of Southold participates in the New York State and Local Employees' Retirement System (ERS) and Local Police and Fire Retirement System (PFRS). This is a cost-sharing multiple- employer retirement system. The System provides retirement benefits as well as death and disability benefits. Obligation of employers and employees to contribute and benefits to employees are governed by the New York State Retirement and Social Security Law (NYSRSSL). As set forth in the NYSRSSL, the Comptroller of the State of New York (Comptroller) serves as sole trustee and administrative head of the System. The Comptroller shall adopt and may amend rules and regulations for the administration and transaction of the business of the System and for the custody and control of their funds- A publicly available annual report containing financial statements and required supplemental information for the Employees' Retirement System may be obtained by writing to the New York State Retirement System, Governor Smith State Building, Albany, NY 12244. Funding Policy The System is noncontributory except for employees who joined the New York State and Local Employees' Retirement System after July 27, 1976 and who have less than ten years of membership and less than ten years of credited service with a retirement system under the provisions of article fourteen or fifteen of the NYSRSSL, who contribute 3% of their salary. Prior to October 1, 2000, all employees who joined the System after July 27, 1976 were required to contribute 3% of their salary. Under the authority of the NYSRSSL, the Comptroller shall certify annually the rates expressed as proportions of payroll of members, which shall be used in computing the contributions required to be made by employers to the pension accumulation fund. The Town is required to contribute at an actuarially determined rate. The actual contributions were equal to the actuarially required amounts and also include additional contributions to fund various early retirement incentives made available to the Town employees. The credits and miscellaneous adjustments represent modification made by the ERS for prior year's contributions. The required contributions, for the Primary government, for the current year and two preceding years were: ERS PFRS 2007 $ 980,628 $ 967,286 2006 $ 1,096,547 $ 741,445 2005 $ 1,068,200 $ 1,016,937 The Town's contribution to the system was 100% of the contributions required each year. -31- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 C. DETAILED NOTES ON ALL FUNDS (continued) 6. POST-EMPLOYMENT BENEFITS In addition to providing pension benefits, the Town provides health insurance coverage and survivor benefits for retired employees and their survivors. Substantially all of the Town's employees may become eligible for these benefits if they reach normal retirement age while working for the Town. Health care benefits in accordance with New York State Health Insurance Rules and Regulations (administered by the New York State Department of Civil Service), are provided through the New York State Empire Plan (the "Empire Plan") whose premiums are based on the benefits paid throughout the State during the year. The Town recognizes the cost of providing benefits by recording its share of insurance premiums as an expenditure in the year paid. The Town's union contracts and ordinances require that it provide its eligible enrollees with Empire Plan benefit coverage, or if another provider is utilized, the equivalent coverage. Under the provisions of the Empire Plan, premiums are adjusted on a prospective basis for any losses experienced by the Empire Plan. The Town has the option to terminate its participation in the Empire Plan at any time without liability for its respective share of any previously incurred loss. During the 2007 year, $3,471,322 was paid on behalf of 96 retirees and 216 active employees and is recorded as an expenditure in the various funds of the primary government. 7. COMPENSATED ABSENCES Town employees are granted vacation and sick leave and earn compensatory absences in varying amounts. In the event of termination or upon retirement, an employee is entitled to payment for accumulated vacation and sick leave and unused compensatory absences at various rates subject to certain maximum limitations. Estimated vacation, sick leave and compensatory absences accumulated by governmental fund type employees have been recorded in the statements of net assets. Payment of vacation time and sick leave is dependent upon many factors; therefore, timing of future payments is not readily determinable. However, management believes that sufficient resources will be made available for the payments of vacation, sick leave and compensatory absences when such payments become due. As of December 31, 2007, the value of the accumulated vacation time and sick leave was $6,971,397 for the primary government. D. COMMITMENTS AND CONTINGENCIES Risk Management In common with other municipalities, the Town receives numerous notices of claims. The Town established a self-insurance risk management program for general liability and health insurance which are both accounted for in the Risk Retention Fund. For general liability, the Town has a self-insured liability exposure of $50,000 per claim. Any liability exposure above the $50,000 self-insured liability for General Liability, Automobile Liability, and Police Liability is covered by primary insurance policies up to $1,000,000 per claim and $3,000,000 in aggregate for the year. After primary policy limits are exhausted, the excess exposure above the $1,000,000 is covered by an Umbrella Liability Policy of $10,000,000 per claim and $10,000,000 in the aggregate. The Town has a Public Officials Liability policy with a $25,000 deductible per claim, with the excess exposure above that $25,000 amount covered by a Primary Liability rider of up to $1,000,000 per claim, with the excess exposure above that $1,000,000 amount covered by the aforementioned Umbrella Liability Policy. For insurance for health benefits that are self-insured, the Town has insurance policies which provide coverage for specific medical cases in excess of $175,000 incurred and paid within the calendar year, as well as coverage for all other claims in the aggregate. The exposure to the Town under the aggregate policy is based on monthly enrollment. Considering the changes to enrollment during 2007, the attachment point for the aggregate policy was $2,948,438. -32- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 D. COMMITMENTS AND CONTINGENCIES (continued) Risk Management (continued) There have been no significant reductions in insurance coverage as compared to the prior year, and there were no settlements in excess of insurance coverage over the last three years. The Risk Retention Fund reserves for general liability claims are determined by a third party administrator, and are reported when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. Claims reserves for general liability claims are reevaluated periodically to take into consideration recently settled claims and any new developments and changes. The Risk Retention Fund liabilities for medical claims outstanding at year end are reported by the third party administrator and are recorded when the claim has been incurred and paid within 60 days of the year end. The Town's discretely presented component units are not included in the Town's self-insurance risk management program for any claims. Net assets in the Risk Retention Fund are reserved for future catastrophic losses and are not available for other uses. Changes in the liability for claims and judgments for the year ended December 31, 2007 and 2006 are as follows: General Medical Liability 2007 2006 2007 2006 Unpaid Claims as of December 31, prior year $ 161,976 $ 200,131 $ 906 $ 1,811 Incurred Claims: Provision for insured events of the current fiscal year 2,524,953 2.171,127 6,857 3,600 Increase (decrease) in net provision for insured events of prior fiscal years 48,556 2.011 309 (905) Total Incurred Claims and Claim adjustments 2,573 509 2.173J38 7,16 6 - 2,695 Payments of: 0 Claims during the current year 2,287,641 2,211 ,293 6.857 3,60 Unpaid Claims as of December 31, current year 447,84 4 161 97 1,21 5 $ 906 During the year ended December 31, 2007 charges to the operating funds for the self-insurance programs were made as follows: Medical General Fund Whole Town $ 1,035,189 General Fund Part Town 193,550 Highway Fund Part Town 452,648 Solid Waste District 183,399 $ 1,864,786 General Liability General Fund Whole Town $ 356,316 General Fund Part Town 16,421 Solid Waste District 16 421 389,158 Total Charges _ 2 253 944 -33- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 D. COMMITMENTS AND CONTINGENCIES (continued) Landfill Closure and Post-Closure Care Costs State and federal laws and regulations required the Town to place a final cover on its landfill sites and to perform certain maintenance and monitoring functions at the sites for thirty years after closure. The Town ceased accepting waste at its Cutchogue landfill as of October 8, 1993. The Town entered into a stipulation of settlement with the New York State Department of Environmental Conservation in October of 1994 in which all charges of operational violations at the Cutchogue landfill were dropped. Under the stipulation, the Town agreed to close and place a final cover over the landfill and to pay a civil penalty of $650,000 over seven years. Construction of the final cover commenced in the summer of 2001 and was completed in the fall of 2003. In addition to placement of the final cover on the landfill, state and federal regulations presently require the Town to perform certain maintenance and monitoring functions at the site for up to thirty years- Accordingly, aS of December 31, 2007 the Town has recorded a liability of $582,773 which represents the provision to be made in future budgets for post-closure landfill costs. Actual costs may vary due to inflation or deflation, changes in technology, or changes in regulations or applicable laws. Actual costs associated with the placement of the final cover totaled $7,681,719. Financing for closure activities was provided through a $2,000,000 grant from the New York State Department of Environmental Conservation with the balance provided with a state subsidized loan through the New York State Environmental Facilities Corporation. Costs associated with post closure care will be covered by charges to future landfill users and future tax revenue. Lease Commitments and Leased Assets The Town leases property and equipment under operating leases. Total rental expenditures on such leases for the year ended December 31, 2007 were $209,842. Future obligations over the primary terms of the Town's leases as of December 31, 2007 are as follows: 2008 $ 189,393 2009 180,047 2010 105,458 2011 77,125 2012 and thereafter 486,777 Total 1,038,800 E. CONDENSED FINANCIAL STATEMENTS FOR THE DISCRETELY PRESENTED COMPONENT UNITS The following represents condensed financial statements for the discretely presented component units as of and for the year ended December 31, 2007: Condensed Statement of Net Assets: Due from Capital Assets Other Current Primary Net of Current Long-Term Net Assets Government Depreciation Liabilities Liabilities Assets Fishers Island Ferry District $ 1,621,229 $ 205,649 $ 16,464,366 $ 3,285,079 $ 2,500,000 $ 12,506,165 Fishers Island Refuse and Garbage 1,064451 163,675 3,137,414 547,319 3.818.221 Cutchogue-New Suffolk Park District 128,029 42,095 122,182 42095 250,211 Southold Park District 86,189 91,450 668,835 91,450 755,024 Orient-East Marion Park District 3,536 10,095 432,985 21,510 425,106 Mattituck Park District 262,824 139,704 1,253,381 199,270 55,000 1,401,639 Orient Mosquito District 9,003 25,230 22,326 25,230 31,329 $ 3,175,261 $ 677,898 $ 22,101,489 $ 4,211,953 $ 2,555,000 $ 19,187,695 -34- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 E. CONDENSED FINANCIAL STATEMENTS FOR THE DISCRETELY PRESENTED COMPONENT UNITS (continued) Condensed statement of Activities: Program General Revenue Net Assets Property Expenses Revenue Net Expense Tax Other Change 111107 12/31107 Fishers Island Ferry District $ 3,187,121 $ 2,546,987 $ 640,134 $ 590,000 $ 1,278,382 $ (1,228248) $ 11,277,917 $ 12,506,165 Fishers Island Refuse and Garbage 654,016 51,400 602,616 512,300 716,644 (626,328) 3,191,893 3,818,221 Cutchogue-New Suffolk Park District 132,064 132,084 145,000 5,446 (18,362) 231,849 250,211 Southold Park District 339,999 339,999 315,000 41,854 (16,855) 738,169 755,024 Orient-East Manon Park District 32,993 32,993 30,695 50 2,248 427,354 425,106 Mattituck Park District 392,468 392,468 467,527 47,243 (122,302) 1,279,337 1,401,639 Orient Mosquito District 86,911 86,911 82,235 2,219 2,457 33,786 31,329 $ 4,825,592 $ 2,598,387 $ 2,227,205 $ 2,142,757 $ 2,091,838 $ (2,007,390) $ 17,180,305 $ 19,187,695 F. 2% TRANSFER TAX In November 1998, the voters of the Town approved a referendum for a 2% Transfer Tax, which became effective on April 1, 1999- The transfer tax receipts are recorded in the capital projects fund-community preservation, and are used for the purchase and/or preservation of agricultural land, open space, parks, or historic preservation sites. The tax applies to sales of vacant land worth $100,000 or more or sates or improved land worth $250,000 or more. Conveyance of real property for open space, parks or historic preservation purposes are exempt from this tax. At December 31, 2007, and for the four previous years, the Town has the following 2% transfer tax revenue and parks or historic preservation to any not-for-profit, or tax exempt organization, operating for conservation, environmental or historic preservation purposes are expense of: Revenues Expenditures Year end December 31, 2007 $ 6,071,436 $ 2,423,659 2006 5,823,714 10,969,280 2005 7,200,274 10,132,009 2004 6,045,685 6,408,951 2003 4,603,354 2,439,367 G. SUBSEQUENT EVENTS The Town issued Public Improvement Serial Bonds in the amount of $8,850,000 which were dated May 15, 2008. This issue included $7.5M for Open Space purchases and $1.35M for the Acquisition and Improvements of the Peconic Lane School. Interest rates vary from 4% to 4Y<%, and the final payment is due 5/15/30. -35- TOWN OF SOUTHOLD NOTES TO FINANCIAL STATEMENTS December 31, 2007 H. NEW PRONOUNCEMENTS The Governmental Accounting Standards Board (GASB) approved new accounting standards applicable to "other post-employment benefits" (OPEB's) and "termination benefits", which are non-pension benefits provided after a person leaves employment, including retiree health care. Until now, these benefits have generally been administered by municipalities on a pay-as-you-go basis and have not been reported as a liability on financial statements. GASB 45 and 47 requires municipalities which adhere to GAAP (Generally Accepted Accounting Principles) to account for OPEB and termination liabilities on an accrual basis much like they already account for pension liabilities, generally adopting the actuarial methodologies used for pensions, with adjustments for the different characteristics of OPEB and termination benefits and the fact that most municipalities have not set aside any funds against this liability. Under GASB 45 and 47, based on actuarial valuation, an annual required contribution ("ARC") will be determined for each municipality and then be periodically updated depending on the number of members within the plan. The Town is required to implement GASB 45 and 47 for the year ended December 31, 2008. The Town will implement the new pronouncement when effective. Based on an actuarial valuation prepared as of December 31, 2007, the Town will have an accrued liability of approximately $42 million related to this pronouncement. Governmental Accounting Standards Board (GASB) issued Statement No. 49 (GASB 49) which is a new accounting standard applicable to pollution remediation obligations. The statement provides guidance on how to calculate and report the costs and obligations associated with pollution cleanup efforts. Until now, these costs generally have been on a pay-as-you-go basis and have not been reported as a liability on the financial statements. The Town is required to implement GASB 49 for the year ended December 31, 2008. -36- i REQUIRED SUPPLEMENTARY INFORMATION OTHER THAN MANAGEMENT DISCUSSION AND ANALYSIS TOWN OF SOUTHOLD GENERALFUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IQ IN FUND BALANCE - BUDGET AND ACTUAL Year ended December 31, 2007 Variance with Original Final Final Budget Budget Budget Actual Encumbrances Positive/(Negative) REVENUES Real Property Taxes $16,205,911 $ 16,205,911 $ 16,205,911 Other Real Property Tax Items 80,000 80,000 92,606 12,606 Non-Property Tax Items 616,000 616,000 683,873 67,873 Departmental Income 473,600 591,100 411,790 (179,310) Intergovernmental Charges 421,244 347,219 329,202 (18,017) Use of Money and Property 555,000 564,000 764,912 200,912 Licenses and Permits 234,900 234,900 253,494 18.594 Fines and Forfeitures 127,000 127,000 155,477 28,477 Sale of Property and Compensation for Loss 7,550 58,208 148,283 90,075 Miscellaneous Local Sources 92,554 104,819 185,945 81.126 State Aid 2,332,897 2,422,952 2,412,869 (10,083) Federal Aid 181,025 145,568 (35 457) Total Revenues 21,146,656 21,533,134 21,789,930 256,796 EXPENDITURES General Government Support 6,480,095 6,490,347 5,234,683 $ 109,889 1,145,775 Public Safety 7,704,283 7,913,905 7,816,643 83,152 14,110 Public Health 33,300 35,250 35,238 12 Transportation 526,410 581,526 550,906 30,620 Economic Assistance and Opportunity 1,091,260 1,090,225 1,064,905 25,320 Culture and Recreation 373,870 373,870 345,540 28,330 Home and Community Services 406,556 481,326 417,654 63,672 Employee Benefits 6,190,823 6,329,564 6,172,279 157,285 Debt Service - Principal and Interest 1,430,540 1,193,543 787,775 405,768 Total Expenditures 24,237,137 24,489,556 22,425,623 193,041 1,870,892 Excess (Deficiency) of Revenues Over Expenditures (3,090,481) (2,956,422) (635,693) (193,041) 2,127,688 Other Financing Sources (Uses) 3,296,446 3,336,895 2,738,349 (598,546) Transfers In Transfers Out (2,390,965) (2,596,808) (2,403,563) 193,245 Total Other Financing Sources (Uses) 905,481 740,087 334,786 (405,301) Net Change in Fund Balance $ (2,185,000) $ (2,216,335) (300,907) $ (193,041) $ 1,722,387 Fund Balance at Beginning of Year 5,384,699 Fund Balance at End of Year $ 5,083,792 See notes to the financial statements. 37 TOWN OF SOUTHOLD HIGHWAY FUND I SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL Year ended December 31, 2007 Variance with Original Final Final Budget REVENUES Budget Budget Actual Positive/(Negative) Real Property Taxes $ 4,045,195 $ 4,045,195 $ 4,027,695 $ (17,500) Other Real Property Tax Items 11,100 11,100 12,722 1,622 Use of Money and Property 125,000 125,000 142,501 17,501 Licenses and Permits 7,000 7,000 10,362 3,362 Sale of Property and Compensation for Loss 29,213 29,213 State Aid 263,535 296,263 296,263 Total Revenues 4,451,830 4,484,558 4,518,756 34,198 EXPENDITURES Transportation 3,551,380 3,697,181 3,437,186 259,995 Employee Benefits 548,150 545,450 510,185 35,265 Debt Service - Principal and Interest 247,600 250,300 17,001 233,299 Total Expenditures 4,347,130 4,492,931 3,964,372 528,559 Excess of Revenues Over Expenditures 104,700 (8,373) 554,384 562,757 Other Financing Sources (Uses) Operating Transfers In 211 211 Transfers Out (591,200) (595,952) (794,696) (198,744) Total Other Financing Sources (Uses) (591,200) (595,952) (794,485) (198,533) Net Change in Fund Balance $ (486,500) $ (604,325) (240,101) $ 364,224 Fund Balance at Beginning of Year 1,319,322 Fund Balance at End of Year $ 1,079,221 See notes to the financial statements. -38- OTHER SUPPLEMENTARY INFORMATION I TOWN OF SOUTHOLD COMBINING BALANCE SHEET NON-MAJOR GOVERNMENTAL FUNDS December 31, 2007 East-West Fire Southold Fishers Solid Waste General Fund Special Protection Wastewater Island Sewer Management Part Town Grant District District District District_ Totals ASSETS Cash and investments $ 621,398 $ 32,854 $ 238,754 $ 39,849 $ 134,006 $ 1,066,861 Accounts receivable 61,567 1,144 90,458 153,169 Due from other funds 267,093 157,192 1,051 470 477,127 902,933 Due from other governments $ 42,236 42,236 Prepaids 23,315 25,231 _ 48,546 Total Assets $ 973,373 $ 42,236 $ 190,046 $ 239,805 $ 41,463 $ 726,822 $ 2,213,745 LIABILITIES AND FUND BALANCE LIABILITIES Accounts payable $ 15,272 $ 42,236 $ 12,656 $ 2,882 $ 149,126 $ 222,172 Due to other funds 2,000 29,985 31,985 Deferred revenue 235,141 _ 157,192 $ 941 437,482 830,756 Total Liabilities 250,413 42,236 169,848 941 4,882 _ 616,593 1,084,913 FUND BALANCE Fund balance - reserved: Encumbrances 25,770 25,770 Prepaids 23,315 23,315 Fund balance - unreserved: Designated - Ensuing Year's Budget 317,000 6,400 323,400 Undesignated 382,645 13,798 213,094 36,581 110,229 _756,347 Total Fund Balance 722,960 20,198 _ 238,864 36,581 110,229 1,128,832 Total Liabilities and Fund Balance $ 973,373 $ 42,236 $ 190,046 $ 239,805 $ 41,463 $ 726,822 $ 2,213,745 -39- TOWN OF SOUTHOLD COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - NON-MAJOR GOVERNMENTAL FUNDS For the year ended December 31, 2007 East-West Fire Southold Fishers Solid Waste General Fund Special Protection Wastewater Island Sewer Management Part Town Grant District District District District_ _ Totals REVENUES Real Properly Taxes $ 407,539 $ 499,000 $ 18,296 $ 1,907,062 $ 2,831,807 Other Real Property Tax Items 1,282 679 25 $ 2 2,593 4,581 Non-Property Tax Items 234,091 234,001 ' Departmental Income 669,746 20,997 9,929 1,446,830 2,147,502 Intergovernmental Charges 905 905 Use of Money and Property 44,654 6,055 11,721 1,908 30,023 94,361 Licenses and Permits 5,150 164,188 169,338 Sale of Property and Compensation for Loss 2,164 214,273 216,437 Miscellaneous Local Sources 13,283 13,283 State Aid 93,135 Federal Aid 93,135 $ 210,175 210,175 Total Revenues 1,457,761 210,175 505,734 51,039 11,839 3,779,157 6,015,705_ EXPENDITURES General Government Support 87,970 87,970 Public Safety 443,127 505,184 948,311 Public Health , 7,370 7,370 Home and Community Services 656,988 215,175 33,639 16,206 2,251,106 3,173,114 Employee Benefits 220,697 248,292 468,989 Debt service. Principal 1,960 234,098 236,058 Interest 355 294,383 294,738 Total Expenditures 1,416,152 215,175 505,184 35,954 16,206 3,027,879 5,216,550 Excess (Deficiency) of Revenues Over Expenditures 41,609 (5,000) 550 15,085 (4,367) 751,278 799,155 Other Financing Uses: Transfers out (226,842) _C~47,273~ (874,115) Total Other Financing Uses (226,842) _ (647,273) 874,115 Net Change in Fund Balance (185,233) (5,000) 550 15,085 (4,367) 104,005 (74,960) Fund Balances at Beginning of Year 908,193 5,000 19,648 223,779 40,948 6,224 1,203,792 Fund Balances at End of Year $ 722,960 $ -0- $ 20,198 $ 238,884 $ 36,581 $ 110,229 $ 1,128,832 40- TOWN OF SOUTHOLD DISCRETELY PRESENTED COMPONENT UNITS COMBINING STATEMENT OF NET ASSETS December 31, 2007 Fishers Island Culchogue- Snulhold Orient-East MattiWCk Orient Fishers Refuse and New Suffolk Park Marion Park Park Mosquito Island Ferry Garbage District Park District District District Dlstdct District District -(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)- _(Unaudited)_ Totals ASSETS Current Assets: Cash and investments $ 600,638 $ 432,382 $ 126,029 $ 86,189 $ 3,536 $ 262,729 $ 9,003 $ 1,522,506 Accounts receivable 64,422 14,104 95 78,621 Due from primary government 205,649 163,675 42,095 91,450 10,095 139,704 25,230 677,898 State and federal aid receivables 933,870 588,774 1,522,644 Prepaid charges _ 22,299 29,191 51,490 Total Current Assets 1,826,878 1228.126 17gi24 177,639 13,631 402,528 34233 3,853,159 Non-Current Assets: Non depreciable capital assets 41,717 517,262 101,198 568,801 432,985 935,757 2,597,720 Depreciable capital assets, net of depreciation 16,422,649 2,620,152 20,984 100,034 317.624 22.326 19,503,769 Total Non-Current Assets 16,464,366 3137,414 122,182 668,835 432,985 1,263,381 22,326 22,101,489 Total Assets 18,291,244 4,365,540 292,306 846,474 446,616 1,655,909 56,559_ 559546 48 LIABILITIES Current Liabilities: Accounts payable and accrued liabilities 1,350,160 20,152 11,415 8,742 1,390,469 Accrued Interest payable r 63,637 824 64,461 Bond anticipation notes payable 1,500,000 360,000 1,860,000 Unearned revenue 171,282 167,167 42,095 91,450 10.095 139,704 25,230 647,023 Non-current liabilities due within one year General obligation hands payable 150,000 50,000 200,000 Claims and judgments payable 50,000 50,000 Total Current Liabilities 3,285,079 547,319 42,095 91,450 21,510 199,270 25,230 4,211,953 Non-Current Liabilities: General obligation bonds payable 2,400,000 55,000 2,455,000 Claims and judgments payable 100,000 100,000 TotalI abilities 5,785,079 547,319 42,095 91,450 21,510 254,270 25.230 _ 6,766,953 NET ASSETS InveslmeNln capdal assets, net afrelat.d debt 12,414,366 2,831,893 738,169 1,148,381 17,132,809 Restricted: Debt service 2,756 2,756 t lnrestricled 89,043 986,328 250,211 - 16,855 425.106 253,258_ 31,329 2,052.130 Total Net Assets $ 12,50,6165 $ 3,618,221 $ 250,211 $ 755,024 $ 425,106 $ 1,401,639 $ 313129 $ 19,187,695 TOWN OF SOUTHOLD DISCRETELY PRESENTED COMPONENT UNITS COMBINING STATEMENT OF ACTIVITIES Year ended December 31, 2007 Fishers Island Cutchogue- Southold Orient-East Mattituck Orient Fishers Refuse and New Suffolk Park Marion Park Park Mosquito Island Ferry Garbage District Park District District District District District District (Unaudited) _(tlnaudlledL _(Unaudited (Unaudited) (Unaudited) (Unaudited) Totals REVENUES Program revenues $ 2,546,987 $ 51,460 $ 2,598,387 Real property taxes 590,000 512,300 $ 145,000 $ 315,000 $ 30,695 $ 467,527 $ 82,235 2,142,757 Other real property tax items 802 697 197 428 42 636 2,802 Non-property tax items 90,558 90,558 Interest earnings 22,479 36,615 5,249 3,238 8 26,536 1,972 96,097 State Aid 27,365 588,774 616,139 Federal Aid 1,220,744 1,220,744 Other 6,992 38,188 20,071 247 65,498 Total Revenues 4,415,369 1,280,344 150,446 356,854 30,745 514,770 84,454 6,832,982 EXPENSES General government support 193,250 193,250 Public health 86,911 86,911 Transportation 2,819,880 2,819,880 Culture and recreation ' 132,084 339,999 32,993 387,994 893,070 Home and conirounlty services 16,405 633,048 649,453 Interest on debt 157,586 20,968 4,474 183,028 Total Expenses 3,187,121 654,016 132,084 339,999 32,993 392,468 86,911 4,825,592 Changes in Net Assets 1,228,248 626,328 18,362 16,855 (2,248) 122,302 (2,457) 2,007,300 Net Assets at Beginning of Year 11,277,917 3,191,893 231,849 738,169 427,354 1,279,337 33,786 17,180,305 Net Assets at End of Year $12,506,165 $ 3,818,221 $ 250,211 $ 755,024 $ 425,106 $ 1,401,639 $ 31,329 $19,187,695 -42- a ELIZABETH A. NEVILLE, RMC, CMC V ~0 l0 Town Hall, 53095 Main Road TOWN CLERK P.O. Box 1179 REGISTRAR OF VITAL STATISTICS Southold, New York 11971 MARRIAGE OFFICERS • ~O 1'~ Fax (631) 765-6145 RECORDS MANAGEMENT OFFICER V Telephone (631) 765-1800 FREEDOM OF INFORMATION OFFICER ~r COUNTV N ~'f southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD February 25, 2009 Gerard Fernandez, Jr. Hawkins, Delafield & Wood LLP One Chase Manhattan Plaza New York, NY 10005 Re: Town of Southold, New York - $5,283,000 Public Improvement Serial Bonds - 2009 Dear Mr. Fernandez: I hereby certify that on this date I have caused to be filed in my office the Debt Statement prepared as of February 25, 2009 in connection with the above referenced bond issue. Eliz th A. Neville Town Clerk (SEAL) cc: John Cushman Noah Nadelson AC 973 (Rev. 7/85) Cities under 125,000 population Counties Towns Villages STATE OF NEW YORK OFFICE OF THE STATE COMPTROLLER ALBANY, NEW YORK 12236 DEBT STATEMENT OF TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK PREPARED AS OF FEBRUARY 25, 2009 jr THE FOLLOWING IS A STATEMENT OF THE TOWN OF SOUTHOLD IN THE COUNTY OF SUFFOLK, NEW YORK, TO CONTRACT INDEBTEDNESS, AND IS PREPARED AS OF FEBRUARY 25, 2009 PURSUANT TO TITLE 8, ARTICLE H OF THE LOCAL FINANCE LAW. DEBT LIMIT Counties (except Nassau), cities, towns and villages $ 696,330,576 Multiply "Average Full Valuation" (page 5), Line 7 by.07 (Nassau County .10) TOTAL NET INDEBTEDNESS Total Inclusions (page 5) $ 38,139,100 Less: Total Exclusions (Page 6) 2,398.300 Total Net Indebtedness $ 35,740,800 NET DEBT-CONTRACTING MARGIN Debt Limit (Above) $696,330,576 Less: Total Net Indebtedness (Above) 35,740,800 Net Debt-Contracting Margin $ 660.589.776 PERCENTAGE OF DEBT-CONTRACTING POWER EXHAUSTED Divide "Total Net Indebtedness" by "Debt Limit" and enter result here 5.13 % PROPOSED BOND ISSUE The amount of bonds proposed to be sold at public sale on March 10, 2009 in connection with which this statement is made and filed is $ 5.283.000 The amount of bond anticipation notes heretofore issued in anticipation of the sale and issuance of such bonds and included at "Borrowings" at Item 1 of Inclusions at page 5 is $ 283.000 r -1- STATEMENT OF TOTAL DEBT AVERAGE FULL VALUATION OF TAXABLE REAL ESTATE Computation of Average Full Valuation Based on Last Five Completed Assessment Rolls (1) (2) (3) Taxable Assessed Full Valuation of Line For Fiscal Valuation of Final State Taxable Real Estate No. Year Endin¢ Real Estate Equalization Rate (Column 1 -Column 2) 1. 12-31-05 104,228,885 1.25 8,338,310,800 2. 12-31-06 105,502,965 1.13 9,336,545,575 3. 12-31-07 106,950,027 1.04 10,283,656,442 4. 12-31-08 108,292,749 0.95 11,399,236,736 5. 12-31-09 108,991,562 1.05 10.380.148.761 6. Total of Lines 1 to 5 Inclusive $49,737,898,314 7. Average Full Valuation (1/5 of Total of Column 3 9,947.579.662 INCLUSIONS 1. Borrowings. Sec. 135.00(a)(1) $ 38.139.100 2. Real Property Liabilities. Sec. 135.00(a)(2) 3. Contract Liabilities. Sec. 135.00(a)(3) 4. Cities, Towns and Villages: Contract Liabilities: Housing Guarantees; Subsidies. Sec. 135.00(a)(4),(a)(4-a),(a)(4-b) 5. Cities, Towns, Villages: State Loans to Certain Housing Authorities and Municipalities. Sec. 135.00(a)(5) 6. Judgments, Claims, Awards and Determinations. Sec. 135.00(a)(6) 7. Cities, Towns, Villages: Indebtedness Contracted by Certain District Corporations. Sec. 13 5.00(a) (7) 8. Indebtedness Contracted or incurred Pursuant to Article H, Title 1-A of the Local Finance Law in relation to a Joint Service of Joint Water, Sewage, or Drainage Project: See Instruction 5, Page 2.) a Borrowings: Several Indebtedness b~ Borrowings: Allocated or Apportioned Joint Indebtedness c Real Property Liabilities d Contract Liabilities e Judgments, Claims, Awards and Determinations TOTAL INCLUSIONS $38.139,100 r -2- GROSS JOINT INDEBTEDNESS The aggregate gross amount of all joint indebtedness before apportionment of allocation is $ (See Instruction 6, page 3.) EXCLUSIONS 1. Tax and Revenue Obligations. Sec. 136.00(1) $ 2. Obligations Issued for other than Capital Improvements. Sec. 136.00(1-a) 3. Water Indebtedness. Sec. 136.00(2) 4. Indebtedness Contracted for Self-Liquidating Projects. Sec. 136.00(3) 5. Sewer Indebtedness Contracted on or after January 1, 1962, and prior to January 1, 1994. Sec.136.00(4-a) 6. Bonds for Pensions. Sec. 136.00(4) 7. Cities and Villages with Population of 5,000 or More: Indebtedness for Housing and Urban Renewal Purposes. Sec. 136.00(8) (See also, if applicable, indebtedness for housing or urban renewal purposes (Sec. 136.00(8-a)). 8. Towns and Villages with Population of Less than 5,000: Subsidies or Guarantees for Housing Purposes. Sec 136.00(9) 9. Assets of Sinking Funds. Sec. 136.00(10) 10. Refunded and Refunding bonds. Sec. 136.00(10-a)(10-b) 11. Cash on Hand for Debts. Sec. 136.00(11) 12. Appropriations. Sec. 136.00(12) $ 2,398,300 13. Cities Only: School Indebtedness. Sec. 136.00(13) 14. (a) Several Indebtedness Contracted in relation to a Joint ( ) Water Project. Sec. 15.50 (b) Joint Indebtedness Contracted for such Purpose (b) 15. (a2 Several Indebtedness Contracted for a Joint Service and xcluded Pursuant to Local Finance Law, Sec. 15.20 and 123.00 ............................................................(a) (b) The Apportioned or Allocated Amount of any such Joint Indebtedness so Excluded ............................................(b) 16. (a) Several Indebtedness Contracted for a Joint Sewage and/or Drainage Project and Excluded Pursuant to Local Finance Law, Sec. 123.00 and 124.10 (a)' (b) The Apportioned or Allocated Amount of any such Joint Indebtedness so Excluded (b) TOTAL EXCLUSIONS $ 2,398,300 3- SCHEDULE A PART 1. The following obligations will be sold at the sale in connection with which this debt statement is filed: Date Type Amount Object or Purpose of of to be for which Authorization Obligation Sold Authorized 02-27-07 SB 5,000,000 Open Space Preservation 02-27-07 SB 166,000 Air Vacuum Drain Cleaner 09-25-07 SB 117,000 Fishers Island Sewer District Total $5,283,000 PART 2. The following bond anticipation notes have been issued in anticipation of the bonds listed in PART 1 above, and are now outstanding. Date of Note Amount Object or Purpose for which Authorized 04-17-08 $222,000 Air Vacuum Drain Cleaner 04-17-08 121,300 Fishers Island Sewer District Total 343 300 The following symbols may be used: Serial Bond-SB; Statutory Installment Bond-SIB; Bond Anticipation Note BAN; Capital Note-CN; Tax Anticipation Note-TAN; Revenue Anticipation Note-RAN; Budget Note-BN; Certificate of indebtedness-CI; Sinking Fund Bonds-SFB. -4- SCHEDULE B PART 1. The following obligations are authorized, unissued and will be sold prior to the sale of the obligations listed in Schedule A, PART 1. Date Type Amount Object or Purpose of of to be for which Authorization Obli ag tion Issued Authorized Total -0- PART 2. The following obligations are authorized, unissued and will not be sold prior to the sale of the obligations listed in Schedule A, PART 1. Date Type Amount Object or Purpose of of for which for which Authorization Obligation Authorized Authorized 02-25-03 SB 82,750 Mattituck Inlet Shore Erosion Study 02-27-07 SB 15,000,000 Open Space Preservation* 08-28-07 SB 4,000,000 Open Space Preservation - Agric. Lands Total $ 19.082.750 *To be funded in whole or in part by the issuance of the Bonds in connection with which this Debt Statement is being filed. f -5- VERIFICATION BY CHIEF FISCAL OFFICER State of New York SS: County of Suffolk Scott A. Russell, being duly swom, deposes and says: That he is the duly qualified, and acting chief fiscal officer of the Town of Southold, in the County of Suffok New York; that he prepared and has read the foregoing debt statement and knows the contents thereof; that the same is true to his own knowledge except as to the matters therein stated to be alleged upon information and belief, and that as to those matters he believes it to be true. SIGNATURE Su ervisor 11 LE Town Hall - 53095 Main Road Southold. N.Y. 11971 MAIL ADDRESS SUBSCRIBED AND SWORN TO BEFORE ME THIS ~S DAY OF 2009 OTA Y PUBLIC JONN A CUSHMAN Notafy Publk, State of New York NO. 010U6174322 WOW in. Suffolk county commission Expires September 17, 20// jr ACCOUNTING & FINANCE DEPT. Of S yO ~ TOWN HALL ANNEX John A. Cushman, Town Comptroller 54375 Main Road Telephone (631) 765-4333 P.O. Box 1179 Fax(631)765-1366 Southold, NY 11971-0959 E-mail: accounting@ town.southold.ny.us ~O http://southoldtown.norLhfork.net/ ~Iycou TOWN OF SOUTHOLD OFFICE OF THE SUPERVISOR March 5, 2009 Gerard Fernandez, Jr. Hawkins, Delafield & Wood One Chase Manhattan Plaza New York, NY 10005 Re: $5,283,000 Public Improvement Serial Bonds - 2009 Your file designation 2615/32679 Dear Jerry: Pursuant to your letter of February 26, 2009, enclosed please find the executed Certificates of Determination relating to the above referenced issue. Your assistance regarding this matter is appreciated. Please contact me should you require any additional information. Very truly yours, John Cushman T/bwn Comptroller cc: Elizabeth Neville, Town Clerks CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO THE TERMS, FORM AND DETAILS OF SALE AND ISSUANCE OF $5,283,000 PUBLIC IMPROVEMENT SERIAL BONDS-2009 OF THE TOWN OF SOUTHOLD, NEW YORK, AND PROVIDING FOR THE PUBLIC SALE THEREOF I, SCOTT A. RUSSELL, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, as the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond resolutions duly adopted and as referred to herein and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. Authorization, Principal Amount, Maturity Schedule and Desi np ation. (a) Of the $22,500,000 serial bonds of the Town authorized pursuant to the resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted February 27, 2007, authorizing the acquisition of interests or rights in real property, including, but not limited to, development rights in open agricultural lands, within said Town, for the preservation of open spaces and areas and to maintain and enhance the conservation of natural resources, provided, however, that no such interests or rights in real property shall be acquired until all relevant provisions of the State Environmental Quality Review Act have been complied with and a final declaration as to environmental impact has been duly declared, stating the estimated maximum cost thereof is $22,500,000, appropriating said amount therefor, authorizing the issuance of $22,500,000 serial bonds of said Town to finance said appropriation and stating that land installment purchase obligations are authorized to be issued pursuant to this Bond Resolution," duly adopted by the Town Board on the date therein referred to, $5,000,000 serial bonds shall be issued (no bond anticipation notes having been heretofore issued in anticipation of the sale of said bonds), and shall mature on March 15 in the principal amounts of $51,000 in the year 2010; 558534.1 032679 CERT $159,000 in the year 2011, $169,000 in the year 2012, $174,000 in the year 2013, $179,000 in the year 2014, $189,000 in the year 2015, $199,000 in the year 2016, $209,000 in the year 2017, $219,000 in the year 2018, $223,000 in the year 2019, $233,000 in the year 2020, $243,000 in the year 2021; $253,000 in the year 2022, $263,000 in the year 2023, $283,000 in the year 2024, $293,000 in the year 2025, $308,000 in the year 2026, $318,000 in the year 2027, $330,000 in the year 2028, $345,000 in the year 2029, and $360,000 in the year 2030. (b) The $278,000 serial bonds of the Town authorized pursuant to the resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted February 27, 2007, authorizing the acquisition of an air vacuum drain cleaner, stating the estimated maximum cost thereof is $278,000, appropriating said amount therefor, including the expenditure of grant funds expected to be received to pay a part of said appropriation; and authorizing the issuance of $278,000 bonds to finance the balance of said appropriation," duly adopted by the Town Board on the date therein referred to, $166,000 shall be issued (bond anticipation notes in the principal amount of $278,000 having been heretofore issued in anticipation of the sale of said bonds, $222,000 of which are currently outstanding and will be redeemed with $166,000 of the Bond proceeds along with $56,000 in available funds), and shall mature on March 15 in the principal amounts of $56,000 in the year 2010 and $55,000 in each of the years 2011 and 2012. (c) The $ 125,000 serial bonds of the Town authorized pursuant to the resolution entitled: Bond Resolution of the Town of Southold, New York, adopted September 25, 2007, appropriating $125,000 for the increase and improvement of facilities of the Fishers Island Sewer District, consiting of various upgrades to the wastewater pump station, the installation of a generator to replace the existing generator, 558534. 1 032679 CHRT installation of a propane tank, including the construction of the foundation therefor, the removal and replacement of the underground diesel fuel tank and reconstruction of the leach field pipe and other work related, appurtenant and supplemental thereto, including any original equipment, machinery, and apparatus required therefor, and authorizing the issuance of not to exceed $125,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, $117,000 shall be issued (bond anticipation notes in the principal amount of $125,000 having been heretofore issued in anticipation of the sale of said bonds, $121,300 of which are currently outstanding and will be redeemed with $117,000 of the Bond proceeds along with $4,300 in available funds), and shall mature on March 15 in the principal amounts of $6,000 in each of the years 2010 through 2018, inclusive and $7,000 in each of the years 2019 through 2027, inclusive. (d) Said $5,000,000 bond, said $166,000 bond and said $117,000 bond shall be combined for the purposes of sale and issuance into a single bond issue in the aggregate principal amount of $5,283,000 (the "Bonds"), and each of said bonds shall be designated "PUBLIC IMPROVEMENT SERIAL BOND-2009." Said Bonds shall mature on March 15 in the aggregate principal amounts of $113,000 in the year 2010, $220,000 in the year 2011, $230,000 in the year 2012; $180,000 in the year 2013, $185,000 in the year 2014, $195,000 in the year 2015, $205,000 in the year 2016, $215,000 in the year 2017, $225,000 in the year 2018, $230,000 in the year 2019, $240,000 in the year 2020, $250,000 in the year 2021, $260,000 in the year 2022, $270,000 in the year 2023, $290,000 in the year 2024; $300,000 in the year 2025, $315,000 in the year 2026, $325,000 in the year 2027, $330,000 in the year 2028, $345,000 in the year 2029, and $360,000 in the year 2030. 558534.1 032679 CERT 2. Issue Date. The Bonds shall be dated March 15, 2009. The date of each Bond shall appear on the face thereof under the caption "Date of Original Issue," and each Bond shall bear interest from such date. 3. Interest Rate, and Dates and Medium of Payment. The Bonds shall bear interest from their date at a rate or rates per annum necessary for the Town to sell said Bonds, the bidder to name a rate or rates of interest in multiples of one-hundredth of 1% or multiples of one- eighth of 1% which the Bonds are to bear, and said bidder may state different rates of interest for Bonds maturing in different calendar years, provided, however, that (i) only one rate of interest may be bid for all Bonds maturing in any one calendar year, and (ii) variations in rates of interest so bid shall be in ascending progression in order of maturity so that the rate of interest on Bonds maturing in any particular calendar year shall not be less than the rate of interest applicable to Bonds maturing in any prior calendar year. The exact rate or rates shall be determined by the undersigned Supervisor upon the receipt of bids therefor, as hereinafter set forth, payable on March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity, payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by wire transfer or in clearinghouse funds on each interest payment date, payable to the person in whose name the Bond is registered at his address shown upon the books of the Town kept for that purpose at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York (the "Fiscal Agent"), as of the close of business on the last day of the month preceding each such interest payment date. 4 Bonds Subject to Prior Redemption. The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity The Bonds maturing on or after 558534.1 032679 CERT March 15, 2020 will be subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption. The Bonds shall be redeemable prior to maturity upon the giving of notice which identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal Agent at least 30 days prior to the dates set for any such redemption. If notice of redemption shall have been given as aforesaid, the Bonds so called for redemption shall become due and payable at the applicable redemption price on the redemption date designated in such notice, and interest on such Bonds shall cease to accrue from and after such redemption date. 5. Denominations, Numbers and Letters. The Bonds maturing in each year shall be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof, except for one necessary odd denomination. The Bonds shall be numbered separately and consecutively upward with the letter "R" prefixed thereto, and shall be transferable and exchangeable as provided herein. 6. Book-Entry System. The Bonds when issued shall be (i) registered in the name of Cede & Co., as nominee of The Depository Trust Company, 55 Water Street, New York, New York ("DTC"), and (ii) deposited with DTC to be held in trust until maturity. Only one Bond will be initially issued for each maturity in the aggregate principal amount of such maturity. DTC is an automated depository for securities and clearinghouse for securities transactions, and will be responsible for establishing and maintaining a book-entry system for recording the ownership interests of its participants, which include certain banks, trust companies 558534.1 032679 CERT and securities dealers, and the transfers of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of beneficial ownership interests in the Bonds may only be made through book entries (without certificates issued by the Town) made on the books and records of DTC (or a successor depository) and its participants, in denominations of $5,000 or integral multiples thereof, except for one necessary odd denomination. Beneficial owners of the Bonds will not receive certificates representing their interest in the Bonds. Principal of and interest on the Bonds will be payable by the Town or its agent by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC, transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners The Town will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. 7. Discontinuance of Book-Entry System. In the event that (a) DTC determines to discontinue providing its service with respect to the Bonds by giving notice to the Town and discharging its responsibilities with respect thereto under applicable law, and the Town fails to appoint a successor securities depository for the Bonds, or (b) the Town determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository), then bond certificates shall be delivered to the beneficial owners upon registration of the Bonds held in the beneficial owners' names. After such registration the beneficial owners 558534.1 032679 CERT shall become the registered owners of the Bonds. In such event, the Supervisor of the Town shall execute a Supplemental Certificate of Determination which will set forth the terms, form and details of issuance of such bond certificates. 8. Fiscal Agent. The Town Clerk is hereby appointed as Fiscal Agent for the Bonds pursuant to, and to act in accordance with, applicable provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York. In the event that the book-entry system described in Section 6 above is discontinued, the Town may appoint a bank or trust company located and authorized to do business in New York State to act as successor Fiscal Agent in connection with the issuance of bond certificates. 9. Execution of Bonds. The Bonds shall be executed in the name of the Town by the manual signature of the Supervisor, and shall have the corporate seal of the Town, or a facsimile thereof, affixed, imprinted, impressed or otherwise reproduced thereon and attested by the manual signature of the Town Clerk. 10. Transfer of Bonds. Each Bond shall be transferable only upon the books of the Town, which shall be kept for such purposes at the office of the Fiscal Agent, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Upon transfer of any such Bond, the Town shall issue in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The Town and the Fiscal Agent may deem and treat the person in whose name any Bond shall be registered upon the books of the Town as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purposes of receiving payment of, or on account of, the principal of and interest on 558534.1 032679 CERT such Bond and for all other purposes, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Town nor the Fiscal Agent shall be affected by any notice to the contrary. 11. Regulations With Respect to Exchanges and Transfers. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Town shall execute and the Fiscal Agent shall deliver Bonds in accordance with the provisions hereof. All Bonds surrendered in any such exchanges or transfers shall forthwith be cancelled by the Fiscal Agent. For every such exchange or transfer of Bonds, the Town or the Fiscal Agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and may charge a sum sufficient to pay the cost of preparing each new Bond issued upon such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Town shall not be obliged to make any such exchange or transfer of Bonds between the last day of the month preceding an interest payment date and such interest payment date. 12. Sale of Bonds. The Bonds shall be sold upon sealed proposals to be received by the undersigned Supervisor on March 10, 2009, at 11:00 o'clock A.M. (Prevailing Time), at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York, pursuant to the Notice of Sale, in substantially the form as provided in Appendix A, which shall be published at least once in (a) "THE BOND BUYER," published in the City of New York, not less than five (5) nor more than thirty (30) days prior to the date of said sale. A copy of such notice shall be sent not less than eight (8) nor more than thirty (30) days prior to the date of said 558534.1 032679 CER I sale to (1) the State Comptroller, Albany, New York 12236; (2) at least two banks or trust companies having a place of business in Suffolk County, or, if only one bank is located in such County, then to such bank and to at least two banks or trust companies having a place of business in an adjoining county, (3) "THE BOND BUYER," 1 State Street Plaza, New York, New York 10004, and (4) at least 10 bond dealers. The Bonds shall be delivered to the purchaser thereof on or about March 19, 2009, upon receipt by the Town of the purchase price therefor in Federal Funds, and deposit of the Bonds with DTC to be held in trust until maturity. 13. Form of Bonds. Said Bonds shall be in substantially the form set forth in Appendix B hereto. 14. SEC Rule 15c2-12. In order to assist bidders in complying with Rule 15c2- 12 promulgated by the Securities and Exchange Commission and as part of the Town's contractual obligation arising from its acceptance of the successful bidder's proposal, at the time of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to Provide Continuing Disclosure" in substantially the form set forth in Appendix C hereto. Said Undertaking will constitute a written agreement or contract of the Town for the benefit of holders of and owners of beneficial interests in the Bonds, to provide to (i) each nationally recognized municipal securities information repository, or to the Municipal Securities Rulemaking Board, and (ii) to the New York State Information Depository, if created, the annual financial information and notice of the occurrence of certain material events, as enumerated in said Rule 15c2-12. I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to issue and sell the Bonds hereinabove described and referred to are in full force and effect and have not been modified, amended or revoked. 558534.1 032679 CER"C IN WITNESS WHEREOF, I have hereunto set my hand as of the 25`h day of February, 2009. Supervisor 558534.1 032679 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 the office of the Town Clerk, and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor, by the resolutions cited in said Certificate has been adopted by said Town Board. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Town this ? )I- corporate day of February, 2009. (SEAL) Town Clerk 558534.1 032679 CERT APPENDIX A TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK NEW YORK NOTICE OF $5,283,000 BOND SALE SEALED PROPOSALS will be received by the Supervisor, Town of Southold, New York, at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York (Telephone No. 631-331-8888, Fax No. 631-331-8834) on Tuesday, March 10, 2009, until 11:00 o'clock A.M. (Prevailing Time) at which time they will be publicly opened and announced, for the purchase of $5,283,000 PUBLIC IMPROVEMENT SERIAL BONDS- 2009 (the "Bonds") due on March 15, as follows: $113,000 in the year 2010; $250,000 in the year 2021, 220,000 in the year 2011; 260,000 in the year 2022, 230,000 in the year 2012; 270,000 in the year 2023, 180,000 in the year 2013; 290,000 in the year 2024, 185,000 in the year 2014; 300,000 in the year 2025, 195,000 in the year 2015, 315,000 in the year 2026, 205,000 in the year 2016; 325,000 in the year 2027, 215,000 in the year 2017; 330,000 in the year 2028, 225,000 in the year 2018; 345,000 in the year 2029; and 230,000 in the year 2019, 360,000 in the year 2030. 240,000 in the year 2020, The Town reserves the right to change the time and/or date for the opening of sealed proposals. Notice of any such change shall be provided not less than 24 hours prior to the time set forth above for the opening of sealed proposals by means of a supplemental notice of sale to be transmitted over the Thomson Municipal News wire. The Bonds will be dated March 15, 2009, and will bear interest at the rate or rates per annum specified by the successful bidder therefor in accordance herewith, payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption. 555534.1 032679 CEK r The Bonds shall be redeemable prior to maturity upon the giving of notice which identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal Agent at least 30 days prior to the dates set for any such redemption. If notice of redemption shall have been given as aforesaid, the Bonds so called for redemption shall become due and payable at the applicable redemption price on the redemption date designated in such notice, and interest on such Bonds shall cease to accrue from and after such redemption date. The Bonds will be issued in the form of fully registered Bonds, in denominations corresponding to the aggregate principal amounts due in each year of maturity. As a condition to delivery of the Bonds, the successful bidder will be required to cause such Bond certificates to be (i) registered in the name of Cede & Co., as nominee of The Depository Trust Company, 55 Water Street, New York, New York ("DTC"), and (ii) deposited with DTC to be held in trust until maturity. DTC is an automated depository for securities and clearinghouse for securities transactions and will be responsible for establishing and maintaining a book-entry system for recording the ownership interests of its participants, which include certain banks, trust companies and securities dealers, and the transfers of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of beneficial ownership interests in the Bonds may only be made through book entries (without certificates issued by the Town) made on the books and records of DTC (or a successor depository) and its participants, in denominations of $5,000 or integral multiples thereof, except for one necessary odd denomination. Principal of and interest on the Bonds will be payable by the Town or its agent by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC, transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. Each proposal must be a bid of not less than $5,283,000 for all of the Bonds and must state in a multiple of one-hundredth of 1% or a multiple of one-eighth of 1%, the rate or rates of interest per annum which the Bonds are to bear and may state different rates of interest for Bonds maturing in different calendar years, provided, however, that (i) only one rate of interest may be bid for all Bonds maturing in any one calendar year, and (ii) variations in rates of interest so bid shall be in ascending progression in order of maturity so that the rate of interest on Bonds maturing in any particular calendar year shall not be less than the rate of interest applicable to Bonds maturing in any prior calendar year. Each proposal must be enclosed in a sealed envelope and should be marked on the outside "Proposal for Bonds" and be addressed as follows to the Sale Officer, viz.: Hon. Scott A. Russell, Supervisor, Town of Southold, New York, c/o Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York. As a condition precedent to the consideration of his proposal, a good faith deposit (the "Deposit") in the form of a certified or cashier's check in the amount of $105,660.00 payable to the order of the Town of Southold is required for each bid to be considered If a 558534.1 032679 CERT check is used, it must be drawn upon an incorporated bank or trust company to the order of "Town of Southold, New York" and must accompany the bid. The Bonds will be awarded and sold to the bidder complying with the terms of sale and offering to purchase the Bonds at the lowest net interest cost, and if two or more such bidders offer the same lowest net interest cost, then to one of said bidders selected by the Sale Officer by lot from among all said bidders. The successful bidder must also pay an amount equal to the interest on the Bonds, if any, accrued to the date of payment of the purchase price. No interest will be allowed on the good faith deposit. When the successful bidder has been ascertained, the Sale Officer will promptly return all deposits made to the persons making the same, except the deposit made by such bidder. Award of the Bonds to the successful bidder, or rejection of all bids, is expected to be made promptly after opening of the bids, but the successful bidder may not withdraw his proposal until after 1:30 o'clock P.M. (Prevailing Time) of the day of such bid-opening and then only if such award has not been made prior to the withdrawal. The successful bidder will be promptly notified of the award to him, and if he refuses or neglects to pay the agreed price for the Bonds less the amount deposited by him, the amount deposited by him shall be forfeited to and retained by the Town as liquidated damages for such neglect or refusal. The right is reserved to reject all bids and any bid not complying with the terms of this notice will be rejected. If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of a bidder, the purchase of any such insurance policy or the issuance of any such commitment therefor shall be at the sole option and expense of such bidder and any increased costs of issuance of the Bonds resulting by reason of the same, unless otherwise paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued, shall not constitute cause for a failure or refusal by the purchaser of the Bonds to accept delivery of and pay for said Bonds in accordance with the terms hereof. A portion of the proceeds of the Bonds in the amount of $283,000, together with $60,300 in available funds, will be used to redeem bond anticipation notes currently outstanding in the aggregate principal amount of $343,300, which were issued to finance the acquisition of an air vacuum drain cleaner and for the increase and improvements of facilities of the Fishers Island Sewer District The balance of the proceeds of the Bonds, in the amount of $5,000,000 will be used to provide original funds for the preservation of open spaces and areas. The Bonds are general obligations of the Town. There is no limitation, either as to rate or amount, upon ad valorem taxes upon taxable real property in the Town which may be required to pay the Bonds and the interest thereon. The State Constitution requires the Town to pledge its faith and credit for the payment of the principal of the Bonds and the interest thereon and to make annual appropriations for the amounts required for the payment of such interest and the redemption of the Bonds. The State Constitution also provides that if at any time the appropriating authorities fail to make the required appropriations for the annual debt service on the Bonds and certain other obligations of the Town, a sufficient sum shall be set apart from the 558534.1 032679 CERT first revenues thereafter received and shall be applied for such purposes, and also that the fiscal officer of the Town may be required to set apart and apply such revenues as aforesaid at the suit of any holder of such obligations. The population of the Town is estimated to be 22,852. The debt statement to be filed pursuant to Section 109.00 of the Local Finance Law in connection with the sale of the Bonds, prepared as of February 25, 2009, shows the average five-year full valuation of real property subject to taxation by the Town to be $9,947,579,662, its debt limit to be $696,330,576, and its total net indebtedness (inclusive of the Bonds) to be $40,740,800. The indebtedness to be evidenced by the sale of the Bonds will increase the total net indebtedness of the Town by $5,000,000. The Bonds will be delivered to DTC and shall be paid for in Federal Funds on or about March 19, 2009, at such place in New York City, and on such business day and at such hour, as the Sale Officer shall fix on three business days' notice to the successful bidder, or at such other place and time as may be agreed upon with the successful bidder. The deposit of the Bonds with DTC under a book-entry system requires the assignment of CUSIP numbers prior to delivery. It shall be the responsibility of the successful bidder to obtain CUSIP numbers for the Bonds prior to delivery and the Town will not be responsible for any delay occasioned by the inability to deposit the Bonds with DTC due to the failure of the successful bidder to obtain such numbers and to supply them to the Town in a timely manner. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the Town; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the successful bidder. The successful bidder will be furnished without cost with the approving opinion of the law firm of Hawkins Delafield & Wood LLP, New York, New York, to the effect that the Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. Said opinion shall also contain further statements to the effect that (a) the enforceability of rights or remedies with respect to such Bonds may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted, and (b) said law firm has not been requested to examine or review and has not examined or reviewed the accuracy or sufficiency of the Official Statement, or any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town which have been or may be furnished or disclosed to purchasers of the Bonds, and expresses no opinion with respect to such financial statements or other information or the accuracy or sufficiency thereof The successful bidder may at his option refuse to accept the Bonds if prior to their delivery the certificate referred to in the following paragraph in form and tenor satisfactory to Bond Counsel is not delivered or if any income tax law of the United States of America is hereafter enacted which shall provide that the interest thereon is taxable, or shall be taxable at a future date, for federal income tax purposes, and in such case the deposit made by him will be returned and he will be relieved of his contractual obligations arising from the acceptance of his proposal 558534.1032679 CERT 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 Bonds in order that interest on the Bonds be and remain excludable from gross income under Section 103 of the Code. As part of the Town's contractual obligation arising from its acceptance of the successful bidder's proposal, the Town will furnish the successful bidder concurrently with the delivery of the Bonds with its Arbitrage and Use of Proceeds Certificate, which will contain provisions and procedures relating to compliance with the requirements of the Code and a certification 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 Bonds is excludable from gross income under Section 103 of the Code. Under the Code, interest on the Bonds is to be taken into account in the computation of certain taxes that may be imposed with respect to corporations, including without limitation, the alternative minimum tax and the foreign branch profits tax. In addition, under the Code, an individual who owns the Bonds may be required to include in gross income a portion of his or her Social Security or railroad retirement payments and interest on the Bonds will be included as disqualified income when computing the earned income credit. Bondholders should consult their tax advisors with respect to the computation of alternative minimum tax or foreign branch profits tax liability, the earned income credit, or the inclusion of Social Security or other retirement payments in gross income. The opinion of Bond Counsel shall also contain further statements to the effect that, under existing statutes and court decisions and assuming continuing compliance with the Arbitrage and Use of Proceeds Certificate, (i) interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering its opinion, Bond Counsel shall rely on certain representations, certifications of fact, and statements of reasonable expectations made by the Town in connection with the Bonds, and shall assume compliance by the Town with certain ongoing certifications in the Arbitrage and Use of Proceeds Certificate to comply with applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. Further, such opinion shall state that, under existing statutes, interest on the Bonds is exempt from New York State and New York City personal income taxes. Each successful bidder also must submit to the Town a certificate (the "Reoffering Price Certificate"), satisfactory to Bond Counsel, prior to the delivery of the Bonds, which states that: (a)(i) on the date of award, such successful bidder made a bona fide public offering of all Bonds of all maturities at initial offering prices corresponding to the prices or yields indicated in the information furnished in connection with the successful bid, and (ii) as of such date, the first price at which an amount equal to at least ten percent of each maturity of the Bonds was sold to the public was a price not higher or a yield not lower than indicated in the information furnished with the successful bid (the "first price rule"), 558534.1 032679 CERT with the exception of those maturities, if any, identified in such certificate, as to which such certificate shall explain the reasons why the first price rule was not satisfied, OR (b) such successful bidder has purchased the Bonds for its own account and not with a view to distribution or resale and not in the capacity of a bond house, broker or other intermediary, and the price or prices at which such purchase was made. For the purposes of the Reoffering Price Certificate, the "public" does not include bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers. In making such representations, the successful bidder must reflect the effect on the offering prices of any "derivative products" (e.g., a tender option) used by the bidder in connection with the initial sale of any of the Bonds. The Bonds will be designated by the Town as "qualified tax-exempt obligations" pursuant to the provisions of Section 265 of the Code. The Official Statement is in a form "deemed final" by the Town for the purposes of Securities and Exchange Commission Rule 15c2-12 but may be modified or supplemented as noted below. In order to assist bidders in complying with Rule 15c2-12 and as part of the Town's contractual obligation arising from its acceptance of the successful bidder's proposal, at the time of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to Provide Continuing Disclosure." Said Undertaking will constitute a written agreement or contract of the Town for the benefit of holders of and owners of beneficial interests in the Bonds, to provide to (i) each nationally recognized municipal securities information repository, or to the Municipal Securities Rulemaking Board, and (ii) to the New York State Information Depository, if created, the annual financial information and notice of the occurrence of certain material events, as enumerated in said Rule 15c2-12. The Town will provide a reasonable number of Official Statements to the successful bidder within five (5) business days following receipt of a written request therefor made to the Town and its financial advisor. Such request may specify the applicable (a) offering price(s), (b) selling compensation, (c) rating(s), (d) credit enhancement and (e) identity and complete name of such bidder and any participating underwriters, and if so, the Official Statement will be modified or supplemented by the information so specified. Neither the Town nor its financial advisor shall be liable in any manner for any delay, inaccuracy, or omission on the part of the successful bidder with respect to such request, nor shall the Town's failure, as a result thereof, to provide the Official Statement (whether or not modified or supplemented) within the above time period, constitute cause for a failure or refusal by such bidder to accept delivery of and pay for the Bonds in accordance with the terms hereof. The obligations hereunder to deliver or accept the Bonds pursuant hereto shall be conditioned on the availability to the successful bidder and delivery at the time of delivery of the Bonds of said approving opinion, of certificates in form and tenor satisfactory to said law firm evidencing the proper execution and delivery of the Bonds and receipt of payment therefor and including a statement, dated as of the date of such delivery, to the effect that there is no litigation pending or (to the knowledge of the signer or signers thereof) threatened relating to the Bonds, and of the several certificates as described in the Official Statement under the heading 558534.1 032679 CERT "Documents Accompanying Delivery of the Bonds." A copy of said approving opinion will appear on the Bonds. Copies of the Notice of Sale and the Official Statement may be obtained upon request from the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776, telephone number (631) 331-8888. Dated: February 25, 2009 SCOTT A. RUSSELL Supervisor and Chief Fiscal Officer 558534.1 032679 CERT PROPOSAL FOR BONDS March 10, 2009 Hon. Scott A. Russell Supervisor Town of Southold, New York c/o Munistat Services, Inc. 12 Roosevelt Avenue Port Jefferson Station, New York Dear Mr. Russell. Subject to the provisions and in accordance with the terms of the annexed Notice of Sale dated February 25, 2009, which is hereby made a part of this Proposal, we offer to purchase all of the $5,283,000 Public Improvement Serial Bonds-2009 of the Mown of Southold, New York, described in said Notice of Sale, and to pay therefor the price of $5,283,000 plus $ , plus interest, if any, accrued on said Bonds from their date to the date of their delivery, provided that the Bonds maturing in the several years set forth below shall bear interest from their date until maturity at the respective rates per ammrn stated in the following table: 0 Bonds maturing in the year 2010, at % Bonds maturing in the year 2021, at o Bonds maturing in the year 2011, at % Bonds maturing in the year 2022, at % 0 Bonds maturing in the year 2012, at % Bonds maturing in the year 2023, at o Bonds maturi ng in the year 2013, at Bonds maturing in the year 2024, at % Bonds maturing in the year 2014, at % Bonds maturing in the yeu 2025, at % Bonds maturing in the year 2015, at % Bonds maturing in the year 2026, at % 0 Bonds maturing in the year 2016, at % Bonds maturing in the year 2027, at /o Bonds maturing in the year 2017, at % Bonds maturing in the year 2028, at % Bonds maturing in the year 2018, at % Bonds maturing in the year 2029, at % Bonds maturing in the year 2019, at % Bonds maturing in the year 2030, at % Bonds maturing in the year 2020, at % We enclose herewith a certified or cashier's check in the sum of $105,660, made payable to the order of the Town of Southold, New York, which check is to be returned to the undersigned if the bid is not accepted, otherwise to be applied as part payment for the Bonds, or to be retained by the Town as and for liquidated damages in case we should not take up and pay for the Bonds in accordance with the terms of this Proposal. The following is our computation of the net interest cost, made as provided in the above-mentioned Notice of Sale, but not constituting any part of the foregoing Proposal for the purchase of $5,283,000 bonds under the foregoing Proposal: Gross Interest.. . $ Less Premium Bid Over Par . $ Net Interest Cost....... . $ Net Interest Rate % (four decimals) By: Telephone Ron" of the good faith check on March 10, 2009, in the amount of $105,660 from the 'town of Southold, New York, is hereby acknowledged 558534A 032679 CER"f APPENDIX B REGISTERED REGISTERED NO. R- S UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT SERIAL BOND-2009 INTEREST DATE OF ORIGINAL CUSIP MATURITY DATE RATE ISSUE NUMBER March 15, March 15, 2009 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: 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 REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE (stated above), the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from March 15, 2009 or from the most recent interest payment date to which interest has been paid at the INTEREST RATE (stated above), payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity. Interest hereon shall be payable by wire transfer or clearinghouse funds by the Town or its agent on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent as of the close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 558534.1 032679 CERT The faith and credit of such Town are hereby irrevocably pledged to the punctual payment of the principal of and interest on this bond according to its terms. This bond 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. 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 bond, exist, have happened and have been performed, and that the issue of bonds of which this is one, together with all other indebtedness of the Town of Southold, 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 bond to be executed in its name by the manual signature of its Supervisor and its corporate seal to be impressed hereon and attested by the manual signature of its Town Clerk. TOWN OF SOUTHOLD (SEAL) By Supervisor ATTEST: Town Clerk 558534.1 032679 CERT Town of Southold, New York Public Improvement Serial Bond-2009 This bond is one of an authorized combined issue, the aggregate principal amount of which is $5,283,000, the bonds of which are of like tenor, except as to number, denomination, interest rate and maturity, and is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), three bond resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds of the Town for various public improvements, and the Certificate of Determination executed by the Supervisor as of February 25, 2009, determining the terms, form and details of issuance of said $5,283,000 serial bonds (the "Bonds") and providing for the public sale thereof (the "Certificate of Determination") The Bonds are issuable in the form of registered bonds without coupons in denominations of $5,000, or any integral multiple thereof. This Bond is transferable or exchangeable, as provided in the Certificate of Determination, only upon the books of the Town kept for that purpose at the office of the Fiscal Agent, by the registered owner hereof in person, or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer or exchange satisfactory to the Fiscal Agent duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds, in the same aggregate principal amount and of the same maturity, shall be issued to the transferee or the registered owner in exchange therefor as provided in the Certificate of Determination and upon the payment of the charges, if any, therein prescribed. The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption. The Bonds shall be redeemable prior to maturity upon the giving of notice which identifies the bonds to be redeemed, by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal Agent at least 30 days prior to the dates set for any such redemption. If notice of redemption shall have been given as aforesaid, the Bonds so called for redemption shall become due and payable at the applicable redemption price on the redemption date designated in such notice, and interest on such Bonds shall cease to accrue from and after such redemption date. 558534.1 032679 CBKT Hawkins Delafield & Wood LLP One Chase Manhattan Plaza New York, New York 10005 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 authorization, sale and issuance of $5,283,000 Public Improvement Serial Bonds-2009 (the "Bonds"), of the Town of Southold (the "Town"), in the County of Suffolk, New York. The Bonds are 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 duly adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds of the Town for various public improvements, and the Certificate of Determination executed by the Supervisor as of February 25, 2009, determining the terms, form and details of issuance of said $5,283,000 serial bonds and providing for their public sale. The Bonds are dated March 15, 2009, mature on March 15 in the principal amounts in each of the following years, and bear interest at the respective rates per annum payable March 15, 2010, September 15, 2010 and semiannually thereafter on March 15 and September 15 in each year until maturity, as set forth below: Year of Principal Interest Year of Principal Interest Maturity Amount Rate Maturity Amount Rate 2010 $113,000 % 2021 $250,000 % 2011 220,000 2022 260,000 2012 230,000 2023 270,000 2013 180,000 2024 290,000 2014 185,000 2025 300,000 2015 195,000 2026 315,000 2016 205,000 2027 325,000 2017 215,000 2028 330,000 2018 225,000 2029 345,000 2019 230,000 2030 360,000 2020 240,000 558534.1 032679 CERT The Bonds maturing on or before March 15, 2019 will not be subject to redemption prior to maturity. The Bonds maturing on or after March 15, 2020 will be subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter, on any date, in whole or in part, at par, and subject to notice and other conditions as stated in the Bonds. The Bonds are issued only in fully registered form without interest coupons, in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, an automated depository for securities and clearinghouse for securities transactions which will maintain a book-entry system for recording the ownership interests in the Bonds. Only one Bond will be initially issued for each maturity in the aggregate principal amount of such maturity. Purchases of ownership interests in the Bonds will be made in book-entry form in denominations of $5,000 or any integral multiple thereof. In our opinion, said Bonds are valid and legally binding general obligations 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 Bonds and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to such Bonds 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 Bonds in order that interest on the Bonds 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 Bonds 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 Bonds, 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 Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code, such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed 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 other documents in connection with the Bonds, 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 Bonds from gross income under Section 103 of the Code. 558534.1 032679 CERI Further, in our opinion, under existing statutes, interest on the Bonds 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 Bonds. 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 Bonds, or on the exemption from state and local tax law of interest on the Bonds. 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 the Official Statement, or 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 said Bonds, and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof We have examined the executed first numbered Bond of said issue and, in our opinion, the form of said Bond and its execution are regular and proper. This opinion is issued as of the date hereof, and we assume no obligation to update, revise or supplement this opinion 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 yours, /s/ Hawkins Delafield & Wood LLP 558534.1 032679 CERT STATEMENT OF INSURANCE 558534.1 032679 C:RT ASSIGNMENT FOR VALUE RECEIVED, the Undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Bond and does hereby irrevocably constitute and appoint Attorney to transfer said Bond on the books kept for registration of said Bond, with full power of substitution in the premises. Dated: Signature Guaranteed: Notice: The signature to Notice: Signature(s) must be this assignment must cor- acknowledged or proved, or in the respond with the name as alternative, certified as to its it appears upon the face genuineness by an officer of a bank of the within bond in or trust company located and authorized every particular, without to do business in New York State. alteration or enlargement or any change whatever 558534.1 032679 CER I Appendix C UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE Section I _ Definitions "Annual Information" shall mean the information specified in Section 3 hereof. "GAAP" shall mean generally accepted accounting principles as in effect from time to time in the United States. "Holder" shall mean any registered owner of the Securities and any beneficial owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. "Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 1513(b)(1) of the Securities Exchange Act of 1934. "NRMSIR" shall mean each nationally recognized municipal securities information repository within the meaning of Rule 15c2-12. "Rule 15c2-12" shall mean Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof "Securities" shall mean the Issuer's $5,283,000 Public Improvement Serial Bonds-2009, dated March 15, 2009, maturing in various principal amounts on March 15 in each of the years 2010 to 2030, inclusive, and delivered on the date hereof. "State Information Depository" shall mean the New York State Information Depository, if and when created. Section 2. Obligation to Provide Continuing Disclosure. (a) The Issuer hereby undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided either directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776. (i) to each NRMSIR and to the State Information Depository, no later than 180 days after the end of each fiscal year, the Annual Information relating to such fiscal year, together with audited financial statements of the Issuer for such fiscal year if audited financial statements are then available; provided, however, that if audited financial statements are not then available, unaudited financial statements shall be provided with the Annual Information, and audited financial statements, if any, shall be delivered to each NRMSIR and to the State Information Depository within thirty (30) days after they become available and in no event later than 360 days after the end of each fiscal year, and 558534.1 032679 CER'I (ii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information Depository, in a timely manner, notice of any of the following events with respect to the Securities, if material: (1) principal and interest payment delinquencies, (2) non-payment related defaults, (3) unscheduled draws on debt service reserves reflecting financial difficulties, (4) unscheduled draws on credit enhancements reflecting financial difficulties, (5) substitution of credit or liquidity providers, or their failure to perform, (6) adverse tax opinions or events affecting the tax-exempt status of the Securities, (7) modifications to rights of Securities holders, (8) bond calls, (9) defeasances, (10) release, substitution, or sale of property securing repayment of the Securities, and (11) rating changes. (iii) to (a) each NRMSIR, or to the MSRB, and to (b) the State Information Depository, in a timely manner, notice of a failure to provide by the date set forth in Section 2(a)(i) hereof any Annual Information required by Section 3 hereof. (b) Nothing herein shall be deemed to prevent the Issuer from disseminating any other information in addition to that required hereby in the manner set forth herein or in any other manner. If the Issuer disseminates any such additional information, the Issuer shall have no obligation to update such information or include it in any future materials disseminated hereunder. (c) Nothing herein shall be deemed to prevent the Issuer from providing notice of the occurrence of certain other events, in addition to those listed above, if the Issuer determines that any such other event is material with respect to the Securities, but the Issuer does not undertake to commit to provide any such notice of the occurrence of any material event except those events listed above. 558534.1 032679 CER f Section 3. Annual Information. (a) The required Annual Information shall consist of the financial information and operating data for the preceding fiscal year, in a form generally consistent with the information contained or cross-referenced in the Issuer's final official statement relating to the Securities under the headings: "The Town," "Economic and Demographic Information," "Indebtedness of the Town," " Finances of the Town," "Real Property Tax Information," and "Litigation and in Appendix A. (b) All or any portion of the Annual Information may be incorporated in the Annual Information by cross reference to any other documents which have been filed with (i) the NRMSIRs and the State Information Depository, or (ii) the Securities and Exchange Commission If such a document is a final official statement, it also must be available from the MSRB. (c) Annual Information for any fiscal year containing any modified operating data or financial information (as contemplated by Section 7(e) hereof) for such fiscal year shall explain, in narrative form, the reasons for such modification and the effect of such modification on the Annual Information being provided for such fiscal year. If a change in accounting principles is included in any such modification, such Annual Information shall present a comparison between the financial statements or information prepared on the basis of the modified accounting principles and those prepared on the basis of the former accounting principles. Section 4. Financial Statements. The Issuer's annual financial statements for each fiscal year shall be prepared in accordance with GAAP as in effect from time to time. Such financial statements shall be audited by an independent accounting firm. Section 5. Remedies. If the Issuer shall fail to comply with any provision of this Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and may compel the Issuer or any such officers, agents or employees to perform and carry out their duties under this Undertaking; provided that the sole and exclusive remedy for breach of this Undertaking shall be an action to compel specific performance of the obligations of the Issuer hereunder and no person or entity shall be entitled to recover monetary damages hereunder under any circumstances. Failure to comply with any provision of this Undertaking shall not constitute an event of default on the Securities. Section 6. Parties in Interest. This Undertaking is executed and delivered solely for the benefit of the Holders. No other person shall have any right to enforce the provisions hereof or any other rights hereunder Section 7. Amendments. Without the consent of any holders of Securities, the Issuer at any time and from time to time may enter into any amendments or changes to this Undertaking for any of the following purposes: (a) to comply with or conform to any changes in Rule 15c2-12 (whether required or optional), 558534.1 032679CERT (b) to add a dissemination agent for the information required to be provided hereby and to make any necessary or desirable provisions with respect thereto, (c) to evidence the succession of another person to the issuer and the assumption of any such successor of the duties of the Issuer hereunder, (d) to add to the duties of the Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer, (e) to modify the contents, presentation and format of the Annual Information from time to time to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the Issuer or to reflect changes in the identity, nature or status of the Issuer or in the business, structure or operations of the Issuer or any mergers, consolidations, acquisitions or dispositions made by or affecting any such person, provided that any such modifications shall comply with the requirements of Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such modification, or (f) to cure any ambiguity, to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, or to make any other provisions with respect to matters or questions arising under this Undertaking which, in each case, comply with Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such amendment or change, provided that no such action pursuant to this Section 7 shall adversely affect the interests of the Holders in any material respect. In making such determination, the Issuer shall rely upon an opinion of nationally recognized bond counsel. Section 8. Termination. This Undertaking shall remain in full force and effect until such time as all principal, redemption premiums, if any, and interest on the Securities shall have been paid in full or the Securities shall have otherwise been paid or legally defeased pursuant to the their terms. Upon any such legal defeasance, the Issuer shall provide notice of such defeasance to each NRMSIR or the MSRB, and the State Information Depository. Such notice shall state whether the Securities have been defeased to maturity or to redemption and the timing of such maturity or redemption. Section 9. Undertaking to Constitute Written Agreement or Contract. This Undertaking shall constitute the written agreement or contract for the benefit of Holders of Securities, as contemplated under Rule 15c2-12. Section 10. Governing Law. This Undertaking shall be governed by the laws of the State of New York determined without regard to principles of conflict of law. IN WITNESS WHEREOF, the undersigned has duly authorized, executed and delivered this Undertaking as of March 19, 2009. TOWN OF SOUTHOLD By Supervisor 5585341 032679 CERT